Apple Valley City Council
August 25, 2026

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
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IMPLEMENTATION
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MM 4.3-10 If Project activities are due to occur anytime during the Colony Active Period (generally April through August) for Crotch’s bumble bee, immediately prior to ground-disturbing activities and vegetation removal, a Designated Biologist shall conduct a survey of the entire Project site and a 50-foot buffer where floral resources are present to confirm Crotch’s bumble is not foraging on the Project site. If Crotch’s bumble bee is present, it shall be allowed to move out of harm’s way of its own volition and CDFW shall be notified immediately (within 24 hours). All impacts to Crotch’s bumble bee shall be fully avoided or if impacts are unavoidable a CESA ITP should be obtained.

Project Applicant Town of Apple
Valley Planning
Department
Prior to ground-disturbing
activities and vegetation
removal
MM 4.3-11 Within 14-21 days prior to the beginning of surface disturbing activities, a qualified biologist shall conduct a focused preconstruction clearance survey to determine if active desert kit fox or American badger dens or sign of activity (e.g., tracks, scat, prey remains) are present within the Project site and within a 50-foot buffer of the of the disturbance area.

If active natal dens (a den with pups, cubs, or kits) are detected, a minimum of 500-foot no disturbance buffer (reduction of the nodisturbance buffer may occur upon consultation with CDFW) shall be maintained until the den is confirmed by the qualified biologist as no longer active through on going monitoring as follows:

Excavation and backfill of inactive and unoccupied dens within the Project site, shall only occur with dens in which the entirety of the den can clearly be seen (e.g., the den isn’t deep and doesn’t curve).

In cases where the entirety of the den cannot be clearly seen, the CDFW-approved Designated Biologist(s) or Biological Monitor(s) shall monitor the den for 3 consecutive nights using infrared camera stations at the entrance(s). If no tracks or sign are observed at the den or no photos of desert kit fox or American badger are captured after 3 nights, then the den shall be excavated by hand and backfilled with handheld equipment or mechanized equipment.

Project Applicant Town of Apple
Valley Planning
Department
Prior to ground-disturbing
activities
Threshold b: Would the Project have
a substantial adverse effect on any
riparian habitat or other sensitive
natural community identified in local
or regional plans, policies, regulations
or by the California Department of
Fish and Game or US Fish and
Wildlife Service?
No mitigation is required. N/A N/A N/A No Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
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MONITORING
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IMPLEMENTATION
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Threshold c: Would the Project have
substantial adverse effect on state or
federally protected wetlands
(including, but not limited to, marsh,
vernal pool, coastal, etc.) through
direct removal, filling, hydrological
interruption, or other means?
MM 4.3-6 Prior to issuance of grading permits, the Project Applicant shall provide evidence to the Town of Apple Valley that impacts to 2.17 acres of non-riparian ephemeral streambeds that are subject to regulation under California Fish and Game Code Section 1600 and California Water Code Section 13260 have been mitigated through purchase of wetland establishment and or rehabilitation credits from an approved mitigation bank, including but not limited to the Mohave River Watershed Mitigation Bank, at a minimum 1:1 ratio.

In addition, prior to issuance of grading permits, the Project Applicant shall provide the Town with evidence of demonstrating compliance with California Fish and Game Code Section 1600 and California Water Code Section 13260, as applicable.

Project Applicant Town of Apple
Valley Planning
Department
Prior to the issuance of
grading permits
Less-than-Significant
Impact with
Mitigation
Incorporated
Threshold d: Would the Project
interfere substantially with the
movement of any native resident or
migratory fish or wildlife species or
with established native resident or
migratory wildlife corridors, or
impede the use of native wildlife
nursery sites?
MM 4.3-7 In order to comply with Section 10 of the Migratory Bird Treaty Act and relevant sections of the California Fish and Game Code, any necessary vegetation clearing shall take place outside of the typical avian nesting season for protected species (February 1 through August 31).

If work must occur during the nesting season for protected avian species, a qualified biologist shall conduct a pre-construction nesting bird survey of the work area and 500-foot buffer not more than 3 days prior to the onset of ground disturbance. If any active nests are found, the biologist shall establish an appropriate no-work buffer around the nest (typically 50–100 ft for songbird nests and 100–500 ft for raptors, adjusted based on species and observed behavior). Construction within the buffer will be deferred until the nest is no longer active (fledged or failed), as confirmed by the biologist. If Swainson’s hawk is detected nesting within or adjacent to the Project site and impacts cannot be fully avoided, the Project Proponent shall coordinate with CDFW regarding appropriate protective measures and any required authorization before work proceeds in the affected area.

Qualified biologist Town of Apple
Valley Planning
Department
Prior to any disturbance to
the Project site
Less-than-Significant
Impact with
Mitigation
Incorporated
Threshold e: Would the Project
conflict with any local policies or
ordinances protecting biological
resources, such as a tree preservation
policy or ordinance?
Mitigation Measure MM 4.3-2 would apply. Refer to MM 4.3-2 above.

Refer to MM 4.3-2
above.

Refer to MM 4.3-2 above. Less-than-Significant
Impact with
Mitigation
Incorporated
Threshold f: Would the Project
conflict with the provisions of an
adopted Habitat Conservation Plan,
Natural Community Conservation
Plan, or other approved local,
regional, or state habitat conservation
plan?
No mitigation is required. N/A N/A N/A No Impact

4.4 Cultural Resources

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

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Summary of Impacts
Threshold a: Would the Project cause
a substantial adverse change in the
significance of a historical resource
pursuant to § 15064.5?
MM 4.4-1 Prior to the issuance of a grading permit, the Project Applicant shall retain a Registered Professional Archaeologist, meeting Secretary of Interior standards, (“Project Archaeologist”) subject to the approval of the Town to be on-call during all mass grading and trenching activities. The Project Archaeologist’s responsibilities include, but are not limited to, performing the tasks that require the need for a qualified archaeologist pursuant to Mitigation Measures MM 4.4-1 through MM 4.4-3 below.

In the event that cultural resources are discovered during Project activities, all work in the immediate vicinity of the find (within a 60-foot buffer) shall cease and the Project Archaeologist shall be contacted to assess the find. Work on the other portions of the Project outside of the buffered area may continue during this assessment period. Additionally, any culturally-affiliated tribes (including the Yuhaaviatam of San Manuel Nation Cultural Resources Department [YSMN]) shall be contacted as detailed within Mitigation Measure MM 4.14-1, regarding any pre-contact finds and be provided information after the Project Archaeologist makes his/her initial assessment of the nature of the find, so as to provide Tribal input with regards to significance and treatment.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of a
grading permit
Less-than-Significant
Impact with
Mitigation
Incorporated
MM 4.4-2 If significant pre-contact cultural resources, as defined by CEQA (as amended, 2015), are discovered and avoidance cannot be ensured, the archaeologist shall develop a Monitoring and Treatment Plan, that includes performance standards identified in Mitigation Measure MM 4.4-3. The drafts of which shall be provided to any consulting tribes (including YSMN) for review and comment, as detailed within Mitigation Measure MM 4.14-1. The Monitoring and Treatment Plan shall be subject to final approval by the Town of Apple Valley Planning Department. The Project Archaeologist shall monitor the remainder of the Project and implement the Plan accordingly.

Qualified
Archaeologist
Town of Apple
Valley Planning
Department
During the course of
ground disturbing activity
MM 4.4-3 In the event that buried archaeological resources/Tribal Cultural Resources are uncovered during the course of ground disturbing activity associated with the Project, all work must be halted in the vicinity of the discovery and the Project Archaeologist shall visit the site of discovery and assess the significance and origin of the archaeological resource in coordination with consulting tribes. The following procedures will be carried out for treatment and disposition of the discoveries:

Qualified
Archaeologist
Town of Apple
Valley Planning
Department
During the course of
ground disturbing activity

Lead Agency: Town of Apple Valley SCH No. 2025100104

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1) Temporary Curation and Storage: During the course of construction, all discovered resources shall be temporarily curated in a secure location onsite or at the offices of the project archaeologist. The removal of any artifacts from the Project site will need to be thoroughly inventoried with tribal monitor oversite of the process; and
2) Treatment and Final Disposition: The landowner(s) shall relinquish ownership of all cultural resources, including sacred items, burial goods, and all archaeological artifacts and nonhuman remains as part of the required mitigation for impacts to cultural resources. The applicant shall relinquish the artifacts through one or more of the following methods and provide the Town of Apple Valley Planning Department with evidence of same:
a) Preservation-In-Place of the cultural resources, if feasible.

Preservation in place means avoiding the resources, leaving them in the place they were found with no development
affecting the integrity of the resources. This will require revisions to the grading plan, denoting the location and avoidance of the resource.
b) Accommodate the process for onsite reburial of the
discovered items with the consulting Native American tribes or bands. This shall include measures and provisions to protect the future reburial area from any future impacts. Reburial shall not occur until all cataloguing and basic recordation have been completed; location information regarding the reburial
location shall be included into the final report. Copies of the report shall be provided to the Town for their records, any consulting tribes, and the South Central Coastal Information Center.
c) Curation. A curation agreement with an appropriate qualified repository within San Bernardino County that meets federal standards per 36 CFR Part 79 and therefore would be professionally curated and made available to other archaeologists/researchers for further study. The collections and associated records shall be transferred, including title, to an appropriate curation facility within San Bernardino County, to be accompanied by payment of the fees necessary for permanent curation.

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
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MONITORING
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IMPLEMENTATION
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LEVEL OF

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Threshold b: Would the Project cause
a substantial adverse change in the
significance of an archaeological
resource pursuant to § 15064.5?
Mitigation Measures MM 4.4-1 through 4.4-3 would apply. Refer to MM 4.4-1 through 4.4-3
above.

Refer to MM 4.4-1
through 4.4-3 above.

Refer to MM 4.4-1
through 4.4-3 above.

Less-than-Significant
Impact with
Mitigation
Incorporated
Threshold c: Would the Project
disturb any human remains, including
those interred outside of formal
cemeteries?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.5 Energy
Summary of Impacts
Threshold a: Would the Project result
in potentially significant
environmental impact due to
wasteful, inefficient, or unnecessary
consumption of energy resources,
during project construction or
operation?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project
conflict with or obstruct a state or
local plan for renewable energy or
energy efficiency?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.6 Geology and Soils
Summary of Impacts
Threshold a: Would the Project
directly or indirectly cause potential
substantial adverse effects, including
the risk of loss, injury, or death
involving: rupture of a known
earthquake fault, as delineated on the
most recent Alquist-Priolo
Earthquake Fault Zoning Map issued
by the State Geologist for the area or
based on other substantial evidence of
a known fault? Refer to Division of
Mines and Geology Special
Publication 42; strong seismic ground
shaking; seismic-related ground
failure, including liquefaction;
landslides?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project result
in substantial soil erosion or the loss
of topsoil?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold c: Would the Project be
located on a geologic unit or soil that
is unstable, or that would become
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

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unstable as a result of the project, and
potentially result in on- or off-site
landslide, lateral spreading,
subsidence, liquefaction or collapse?
Threshold d: Would the Project be
located on expansive soil, as defined
in Table 18-1-B of the Uniform
Building Code (1994), creating
substantial direct or indirect risks to
life or property?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold e: Would the Project have
soils incapable of adequately
supporting the use of septic tanks or
alternative waste water disposal
systems where sewers are not
available for the disposal of waste
water?
No mitigation is required. N/A N/A N/A No Impact
Threshold f: Would the Project
directly or indirectly destroy a unique
paleontological resource or site or
unique geologic feature?
MM 4.6-1 Prior to the start of the proposed Project activities, all field personnel shall receive a worker's environmental awareness training on paleontological resources. The training shall provide a description of the laws and ordinances protecting fossil resources, the types of fossil resources that may be encountered in the Project area, the role of the paleontological monitor, an outline of steps to follow if a fossil discovery is made, and the contact information for the Project paleontologist. The training shall be developed by the Project paleontologist.

Project Applicant Town of Apple
Valley Planning
Department
Prior to the start of the
proposed Project activities.

Less-than-Significant
Impact with
Mitigation
Incorporated
MM 4.6-2 Prior to the commencement of any ground-disturbing activities, the Project Applicant shall retain both a qualified paleontologist and paleontological monitor to prepare and implement a
Paleontological Resource Impact Mitigation Project (PRIMP), which describes monitoring and fossil collection procedures. If a paleontological resource is discovered, the paleontologist or paleontological monitor shall have the authority to temporarily divert the construction equipment around the find until it is assessed for scientific significance and, if appropriate, collected. If the resource is determined to be of scientific significance, the Project paleontologist shall complete the following:
1) Salvage of Fossils. If fossils are discovered, all work in the immediate vicinity shall be halted to allow the paleontological monitor and Project paleontologist to evaluate the discovery and determine if the fossil may be considered significant. If the fossils are determined to be potentially significant, the Project paleontologist (or paleontological monitor) shall Project Applicant Town of Apple
Valley Planning
Department
Prior to the
commencement of any
ground-disturbing
activities.

Lead Agency: Town of Apple Valley SCH No. 2025100104

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recover them following standard field procedures for
collecting paleontological resources as outlined in the paleontological mitigation plan for the Project. Typically, fossils can be safely salvaged quickly by a single
paleontologist and not disrupt construction activity.

In some cases, larger fossils, such as complete skeletons or large mammal fossils, require more extensive excavation and longer salvage periods. In the case of discovery of larger fossils, the paleontologist or paleontological monitor shall have the authority to temporarily direct, divert or halt construction activity to ensure that the fossils can be removed in a safe and timely manner.

Bulk sampling and screening of fine-grained sedimentary deposits (including carbonate-rich paleosols) shall be
performed if the deposits are identified to possess indications of producing fossil “microvertebrates” in accordance with “Microfossil Salvage” section of the Society of Vertebrate Paleontology guidelines to test the feasibility of the deposit to yield fossil bones and teeth.
2) Fossil Preparation and Curation. The paleontological mitigation plan for the Project shall identify the museum that has agreed to accept fossils that may be discovered during Project-related excavations. Upon completion of fieldwork, all significant fossils collected shall be prepared in a properly equipped laboratory to a point ready for curation. Preparation may include the removal of excess matrix from fossil materials and stabilizing or repairing specimens. During preparation and inventory, the fossils specimens shall be identified to the lowest taxonomic level practical prior to curation at an accredited museum. The fossil specimens must be delivered to the accredited museum or repository no later than 30 days after all laboratory work is completed. The cost of curation shall be assessed by the repository and will be the responsibility of the Project Applicant.
3) Final Paleontological Mitigation Report. Upon completion of ground-disturbing activity, and curation of fossils if necessary, the Project paleontologist shall prepare and submit to the Town of Apple Valley a final paleontological mitigation report outlining the results of the mitigation and monitoring

Lead Agency: Town of Apple Valley SCH No. 2025100104

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program. The report shall include a discussion of the location, duration, and methods of monitoring, stratigraphic sections, any recovered fossils, and the scientific significance of those fossils and where fossils were curated.

4.7 Greenhouse Gas Emissions
Summary of Impacts
Threshold a: Would the Project
generate greenhouse gas emissions,
either directly or indirectly, that may
have a significant impact on the
environment?
MM 4.7-1 The Project shall implement the following measure in order to reduce operational energy source GHG emissions to the extent feasible:
• Commit to on-site solar generation sufficient to meet at least 75% of the Project’s total operational energy requirements from within the building envelope.
• Install Energy Star-rated heating, cooling, lighting, and appliances.
• Provide information on energy efficiency, energy-efficient lighting and lighting control systems, energy management, and existing energy incentive programs to future tenants of the Project.
• Structures shall be equipped with outdoor electric outlets in the front and rear of the structures to facilitate use of electrical lawn and garden equipment.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
building permits
Significant and
Unavoidable Impact
MM 4.7-2 In order to reduce the amount of waste disposed at landfills, the Project would implement a 75% waste diversion program. Prior to the issuance of building permits for the Project, the Project applicant shall provide building plans that include the following solid waste reduction measures:
• Provide storage areas for recyclables and green waste in new construction, and food waste storage, if a pick-up service is available.
• Evaluate the potential for onsite composting.

Project Applicant Town of Apple
Valley Planning
Department
Prior to the issuance of
building permits
MM 4.7-3 To reduce water demands and associated energy use, subsequent development proposals within the Project site would be required to implement a Water Conservation Strategy and demonstrate a minimum 20% reduction in indoor and outdoor water usage when compared to baseline water demand (total expected water demand without implementation of the Water Conservation Strategy). Prior to the issuance of building permits for the Project, the Project applicant shall provide building plans that include the following water conservation measures:
• Install low-water use appliances and fixtures.

Project Applicant Town of Apple
Valley Planning
Department
Prior to the issuance of
building permits

Lead Agency: Town of Apple Valley SCH No. 2025100104

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• Restrict the use of water for cleaning outdoor surfaces and prohibit systems that apply water to non-vegetated surfaces. • Implement water-sensitive urban design practices in new construction.
• Install rainwater collection systems where feasible
MM 4.7-4 The Project Applicant or successor in interest shall implement the following measures:
• The Project’s landscape plan shall incorporate droughttolerant plants and use water-efficient irrigation techniques. • All appliance fixtures shall be Energy Star-rated.
• All fixtures installed in restrooms and employee break areas shall be U.S. Environmental Protection Agency (U.S. EPA) WaterSense certified or equivalent.

Project Applicant Town of Apple
Valley Planning
Department
Prior to the issuance of
building permits
MM 4.7-5 As a condition of certificates of occupancy, all on-site cargo handling equipment (including yard trucks, hostlers, yard goats, pallet jacks, forklifts, and other on-site equipment) shall be required to be powered by electricity. Each building shall include the necessary charging stations or other necessary infrastructure for cargo handling equipment. The building manager or their designee shall be responsible for enforcing these requirements.

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
MM 4.7-6 Electrical Infrastructure for Electric Equipment and Vehicles.

The Project shall be designed to include electrical infrastructure to accommodate the required number of electric vehicle (EV) charging stations, the anticipated number charging stations for electric cargo handling equipment, and the potential installation of additional automobile and truck EV charging stations per Title 24, Part 11:

California Green Building Standards Code (CALGreen). Electrical conduit shall be installed within reasonable locations (e.g., parking areas, at or near dock doors) at the time of building construction to satisfy this requirement. The Project’s electrical rooms shall be of sufficient size to accommodate the upsizing of electrical equipment to accommodate potential future electrical loads for electric truck charging stations at such time this technology becomes
commercially available..

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
MM 4.7-7 EV Charging Stations. Prior to issuance of a Certificate of Occupancy, Level 2 (or faster) EV charging stations shall be installed on-site for employees for the percentage of employee parking spaces commensurate with CALGreen requirements in effect at the time of building permit issuance plus additional charging stations equal to 5% of the total employee parking spaces in the building permit, whichever is greater. By the later of 2030 or whenever sufficient electric power is both commercially available and is no more than 25% more expensive than diesel or gasoline, Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy

Lead Agency: Town of Apple Valley SCH No. 2025100104

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Level 2 (or faster) electric vehicle charging stations shall be installed for 25% of the employee parking spaces required.

MM 4.7-8 Sustainable Energy, Waste, and Water Design Measures. The Project Applicant or successor in interest shall implement the following measures:
• Structures shall be equipped with outdoor electric outlets in the front and rear of the structures to facilitate use of electrical lawn and garden equipment.
• Storage areas shall be provided for recyclables and green waste, as well as food waste storage if a pick-up service is available.
• The roof shall provide R-19 insulation to decrease overall energy consumption and increase occupant comfort.
• A timer system for lighting to ensure that lights shall be switched off during times of non-operation shall be installed on the Project site.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
MM 4.7-9 Design of Ingress/Egress Points. Entry gates into the loading dock/truck court areas shall be sufficiently positioned to ensure that all truck and other vehicles are contained on site and inside the property line. Queuing, or circling of vehicles, on public streets immediately pre- or post-entry to the Project shall be strictly prohibited unless queuing occurs in a deceleration lane or right turn lane exclusively serving the Project site.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
MM 4.7-10 Measures to Reduce the Urban Heat Island Effect. The following measures shall be implemented to reduce the urban heat island effect:
• The Project’s roof structures shall be designed to include “cool roof” materials with a minimum aged reflectance and thermal emittance values that are equal to or greater than those specified in the current edition of CALGreen, Table
A5.106.11.2.3 for Tier 1 standards.
• Sufficient shade trees shall be provided throughout the Project site so that at least 30% of the automobile parking areas will be shaded within 15 years after Project construction is complete (excluding the truck courts where trees cannot be planted due to interference with truck maneuvering).

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
MM 4.7-11 Truck Requirements and Restrictions. The following measure shall be implemented during all ongoing business operations and shall be included as part of contractual lease agreement language to ensure that tenants and operators of the Project are informed of the following operational responsibility:
• Only haul trucks meeting California Air Resources Board (CARB) model year 2010 (or newer) engine emission
Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
certificates of occupancy
and during all ongoing
business operations

Lead Agency: Town of Apple Valley SCH No. 2025100104

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standards shall be used for the on-road transport of materials to and from the Project site. In addition, tenants shall be in, and monitor compliance with, all current air quality regulations for on-road trucks including CARB’s Heavy-Duty (TractorTrailer) Greenhouse Gas Regulation, Periodic Smoke Inspection Program, and the Statewide Truck and Bus
Regulation. The building manager or their designee shall be responsible for enforcing these requirements.

MM 4.7-12 Idling Time Restriction. The following measure shall be implemented during all ongoing business operations and shall be included as part of contractual lease agreement language to ensure that tenants and operators of the Project are informed of the following operational responsibility:
• Upon commencement of operations, the tenant/operator of the Project shall be required to restrict truck idling on site to a maximum of 3 minutes, subject to exceptions defined by the CARB’s commercial vehicle idling requirements. The
building manager or their designee shall be responsible for enforcing this requirement.

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Upon commencement of
operations and during all
ongoing business
operations
MM 4.7-13 Anti-Idling Implementation Measures. The following measures shall be implemented to reduce air pollutant emissions from idling:
• Signage. Legible, durable, weather-proof signs shall be placed at truck access gates, loading docks, and truck parking areas that identify the Project’s three-minute idling restriction. At a minimum, each sign shall include: (1) instructions for truck drivers to shut off engines when not in use; (2) instructions for drivers of diesel trucks to restrict idling to no more than 3 minutes once the vehicle is stopped, the transmission is set to “neutral” or “park,” and the parking brake is engaged; (3) telephone numbers of the building facilities manager and CARB to report violations; and (4) that penalties apply for violations. Prior to the issuance of an occupancy permit, the Town of Apple Valley shall conduct a site inspection to ensure that the signs are in place.
• Efficient Load Management. The facility operator(s) shall be required to train managers and employees on efficient
scheduling and load management to eliminate unnecessary queuing and idling of trucks.
• Anti-Idling Training. Tenants and operators on the Project site shall ensure that site enforcement staff in charge of keeping the daily log and monitoring for excess idling will be
trained/certified in diesel health effects and technologies, for example, by requiring attendance at CARB-approved courses (such as the free, one-day Course #512).

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
During all ongoing
business operations

Lead Agency: Town of Apple Valley SCH No. 2025100104

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MM 4.7-14 Truck Routing Plan. The Project Applicant or successor in interest shall establish and submit for approval to the Town of Apple Valley a Truck Routing Plan that provides for routes between the Project site and the State Highway System. The Truck Routing Plan shall include measures, such as signage, pavement markings, and enforcement, for preventing truck queuing, circling, stopping, and parking on public streets. The Truck Routing Plan shall make every effort to avoid passing sensitive receptors, to the greatest extent possible, unless otherwise superseded by an applicable truck routing ordinance adopted by the Town of Apple Valley. The
tenant/operator of the Project shall be responsible for enforcement of the Truck Routing Plan. A revised plan shall be submitted to the Town of Apple Valley prior to a business license being issued by the Town of Apple Valley for any new tenant/operator of the Project site. The revised plan shall expand upon the original Truck Routing Plan and describe the operational characteristics of the use of the tenant/operator, including, but not limited to, hours of operations, types of items to be stored within the building, and whether any modifications to the Project’s designated truck routes are necessary.

The Town of Apple Valley shall have discretion to determine if changes to the Truck Routing Plan are necessary including any additional measures to alleviate truck routing and parking issues that may arise during the life of the Project. Signs and drive aisle pavement markings shall clearly identify the on-site circulation pattern to minimize unnecessary on-site vehicular travel.

Project Applicant Town of Apple
Valley Planning
Department
Prior to a business license
being issued
MM 4.7-15 Transportation Demand Management Plan. For occupants with more than 250 employees, a Transportation Demand Management (TDM) program to reduce employee commute vehicle emissions shall be established, subject to review and approval by the Town of Apple Valley. The TDM plan shall apply to Project tenants through tenant leases. The TDM plan shall discourage single-occupancy vehicle trips and encourage alternative modes of transportation such as carpooling, taking transit, walking, and biking. Examples of trip reduction measures may include, but are not limited to:
• Transit passes
• Car-sharing programs
• Telecommuting and alternative work schedules
• Ride sharing programs
Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits
MM 4.7-16 Yard Sweeping to Reduce Fugitive Dust. The following measure shall be implemented during all ongoing business operations and shall be included as part of contractual lease agreement language to Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits and
during all ongoing
business operations

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ensure that tenants and operators of the Project are informed of the following operational responsibility:
• Yard and parking area sweeping shall be periodically
conducted to minimize dust generation from the Project site.

The building manager or their designee shall be responsible for enforcing this requirement.

MM 4.7-17 Provision of Information Regarding Programs to Reduce Emissions from Trucks. Prior to tenant occupancy, the Project Applicant or successor in interest shall provide documentation to the Town of Apple Valley demonstrating that occupants/tenants of the Project site have been provided informational documentation regarding:
• Funding opportunities that provide incentives for using cleaner than-required engines and equipment, such as the Carl Moyer Program and Voucher Incentive Program. The U.S. EPA
SmartWay Program, which assists freight shippers, carriers, logistics companies, and other stakeholder partner with the U.S. EPA to measure, benchmark, and improve logistics
operations and reduce air pollutant emissions from transport of cargo.

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits
MM 4.7-18 Fire Pump Requirements. All diesel-fueled fire pump shall meet U.S. EPA-certified Tier 4 Interim emissions standards, at a minimum.

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits
MM 4.7-19 The Project Applicant/Developer/Owner shall require tenants to use zero-emission light- and medium-duty trucks as part of business operations, if such trucks are commercially available, as reasonably determined by the Lead Agency.

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits and
during all ongoing
business operations
MM 4.7-20 The Project shall implement the following measures in order to reduce operational off-road equipment, stationary source, and onroad vehicle air pollutant emissions to the extent feasible:
• All diesel-fueled emergency generators shall be equipped with California Air Resources Board (CARB) Tier 4 Final
compliant engines (as set forth in Section 2423 of Title 13 of the California Code of Regulations, and Part 89 of Title 40 of the Code of Federal Regulations) or better by including this requirement in applicable bid documents, purchase orders, and contracts with successful contractors.
• In anticipation of a transition to zero emissions truck fleets during the lifetime of the Project, at least four heavy-duty truck vehicle charging stations shall be installed on-site by the later Project Applicant
or Operator
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits and
during all ongoing
business operations

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

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PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
of 2030 or whenever electric power is both available and is no more than 25% more expensive than diesel or gasoline.
• All heavy-duty vehicles engaged in drayage to or from the Project site shall be zero emission by the later of 2030 or whenever electric power is both available and is no more than 25% more expensive than diesel or gasoline.
• Meal options on site or shuttles between the facility and nearby meal destinations shall be provided, as feasible.
• Vegetation and tree canopy in and around the Project site shall be improved and maintained in accordance with the approved landscaping plan
MM 4.7-21 The following measures shall be included as part of contractual lease agreement language to ensure that tenants and operators of the Project are informed of the following operational responsibility:
• Train staff in charge of keeping vehicle records in diesel technologies and compliance with CARB regulations, by
attending CARB-approved courses. Also require facility
operators to maintain records on site demonstrating
compliance and make records available for inspection by the local jurisdiction, air district, and state upon request; • Enroll in the U.S. Environmental Protection Agency’s
SmartWay program, and if tenant owns, operates, or
hires trucking carriers with more than 10 trucks to use carriers that are SmartWay carriers, as feasible
Project Applicant
or Operator
Town of Apple
Valley Planning
Department
Prior to issuance of
occupancy permits and
during all ongoing
business operations
MM 4.7-22 The following measures shall be implemented to reduce off-road equipment exhaust and off-site mobile source emissions during construction:
• Require all generators, and all diesel-fueled off-road construction equipment greater than 75 horsepower, to
be zero-emissions or equipped with California Air
Resources Board (CARB) Tier 4 Final compliant
engines (as set forth in Section 2423 of Title 13 of the California Code of Regulations, and Part 89 of Title 40 of the Code of Federal Regulations) or better by
including this requirement in applicable bid documents, purchase orders, and contracts with successful
contractors. An exemption from these requirements may
Project Applicant
or Operator
Town of Apple
Valley Planning
Department
Prior to construction
activities, issuance of
occupancy permits and
during all ongoing
business operations

Lead Agency: Town of Apple Valley SCH No. 2025100104

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PARTY

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SIGNIFICANCE
be granted by the Town of Apple Valley in the event that the applicant documents that equipment with the
required tier is not reasonably available and
corresponding reductions in criteria air pollutant
emissions are achieved from other construction
equipment (for example, another piece of equipment can
be replaced with a zero-emission equipment to offset the emissions associated with using a piece of equipment
that does not meet Tier 4 Final standards). Before an
exemption may be considered by the Town, the applicant
shall be required to demonstrate that at least two
construction fleet owners/operators in the San Bernadino Region were contacted and that those owners/operators
confirmed Tier 4 Final or better equipment could not be located within the San Bernardino Region. To ensure
that Tier 4 Final construction equipment or better would be used during the proposed Project’s construction, the applicant shall include this requirement in applicable bid documents, purchase orders, and contracts. Successful
contractors must demonstrate the ability to supply the
compliant construction equipment for use prior to any
ground-disturbing and construction activities.
• Provide infrastructure for zero-emission off-road
construction equipment if the contractors selected to
construct the Project plan to use zero-emission off-road construction equipment.
• Provide electrical hook ups to the power grid, rather than diesel fueled generators, for contractors’ electric
construction tools, such as saws, drills and compressors.

In applicable bid documents and contracts with
contractors selected to construct the Project, include
language requiring all off-road equipment with a power
rating below 19 kilowatts (e.g., plate compactors,
pressure washers, etc.) used during Project construction to be electric.
• Require construction equipment to be turned off when
not in use.
• Recycle and/or salvage for reuse a minimum of 65
percent of the nonhazardous construction and demolition

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

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PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
waste in accordance with Section 5.408.1 of the
California Green Building Standards Code Part 11.

Prohibit off-road diesel-powered equipment from being
in the “on” position for more than 10 hours per day, as feasible.
• Designate an area in the construction site where electricpowered construction vehicles and equipment can charge, as feasible.
• Keep on site and furnishing to the lead agency or other regulators upon request, all equipment maintenance
records and data sheets, including design specifications and emission control tier classifications, as feasible. • Conduct an on-site inspection to verify compliance with construction mitigation and to identify other
opportunities to further reduce construction impacts, as feasible.
• Provide information on transit and ridesharing programs and services to construction employees, as feasible.
• Provide meal options on site or shuttles between the
facility and nearby meal destinations for construction
employees, as feasible
MM 4.7-23 The Project shall be designed to include the following:
• Be able to achieve Leadership in Energy and
Environmental Design (LEED) certification and meet or
exceed California Green Building Standards (CalGreen)
Tier 2 standards in effect at the time of building permit application. Documentation shall be provided to the
Town of Apple Valley demonstrating that the Project
meets this requirement prior to the issuance of building permits.
• Include the application of surface treatments (such as PURETi Coat or PlusTi) on impervious ground surfaces
that lessen impervious surface-related radiative forcing.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
building permits

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
• Include high efficiency particulate air (HEPA) air
filtration systems within in all warehouse facilities.

Threshold b: Would the Project
conflict with an applicable plan,
policy or regulation adopted for the
purpose of reducing the emissions of
greenhouse gases?
Mitigation Measures MM 4.7-1 through MM 4.7-23 would apply. Refer to MM 4.7-1 through MM 4.7-23
above.

Refer to MM 4.7-1
through MM 4.7-23
above.

Refer to MM 4.7-1
through MM 4.7-23 above.

Significant and
Unavoidable Impact

4.8 Hazards and Hazardous Materials
Summary of Impacts
Threshold a: Would the Project create
a significant hazard to the public or
the environment through the routine
transport, use, or disposal of
hazardous materials?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project create
a significant hazard to the public or
the environment through reasonably
foreseeable upset and accident
conditions involving the release of
hazardous materials into the
environment?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold c: Would the Project emit
hazardous emissions or handle
hazardous or acutely hazardous
materials, substances, or waste within
one-quarter mile of an existing or
proposed school?
No mitigation is required. N/A N/A N/A No Impact
Threshold d: Would the Project be
located on a site which is included on
a list of hazardous materials sites
compiled pursuant to Government
Code Section 65962.5 and, as a result,
would it create a significant hazard to
the public or the environment?
No mitigation is required. N/A N/A N/A No Impact
Threshold e: For a project located
within an airport land use plan or,
where such a plan has not been
adopted, within two miles of a public
airport or public use airport, would
the Project result in a safety hazard or
excessive noise for people residing or
working in the project area?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold f: Would the Project impair
implementation of or physically
interfere with an adopted emergency
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
response plan or emergency
evacuation plan?
Threshold g: Would the Project
expose people or structures, either
directly or indirectly, to a significant
risk of loss, injury, or death involving
wildland fires?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.9 Hydrology and Water Quality
Summary of Impacts
Threshold a: Would the Project
violate any water quality standards or
waste discharge requirements or
otherwise substantially degrade
surface or groundwater quality?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project
substantially decrease groundwater
supplies or interfere substantially with
groundwater recharge such that the
project may impede sustainable
groundwater management of the
basin?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold c: Would the Project
substantially alter the existing
drainage pattern of the site or area,
including through the alteration of the
course of a stream or river or through
the addition of impervious surfaces, in
a manner which would: result in
substantial erosion or siltation on- or
off-site; substantially increase the rate
or amount of surface runoff in a
manner which would result in
flooding on- or offsite; create or
contribute runoff water which would
exceed the capacity of existing or
planned stormwater drainage systems
or provide substantial additional
sources of polluted runoff; or impede
or redirect flood flows?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold d: Would the Project in
flood hazard, tsunami, or seiche
zones, risk release of pollutants due to
project inundation?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold e: Would the Project
conflict with or obstruct
implementation of a water quality
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
control plan or sustainable
groundwater management plan?

4.10 Land Use Planning
Summary of Impacts
Threshold a: Would the Project
physically divide an established
community?
No mitigation is required. N/A N/A N/A No Impact
Threshold b: Would the Project cause
a significant environmental impact
due to a conflict with any land use
plan, policy, or regulation adopted for
the purpose of avoiding or mitigating
an environmental effect?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.11 Noise
Summary of Impacts
Threshold a: Would the Project
generate substantial temporary or
permanent increase in ambient noise
levels in the vicinity of the project in
excess of standards established in the
local general plan or noise ordinance,
or applicable standards of other
agencies?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project
generate excessive groundborne
vibration or groundborne noise
levels?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold c: For a project located
within the vicinity of a private airstrip
or an airport land use plan or, where
such a plan has not been adopted,
within two miles of a public airport or
public use airport, would the Project
expose people residing or working in
the project area to excessive noise
levels?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.12 Public Resources
Summary of Impacts

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
Threshold a: Would the Project result
in substantial adverse physical
impacts associated with the provision
of new or physically altered
government facilities or the need for
new or physically altered
governmental facilities, the
construction of which could cause
significant environmental impacts, in
order to maintain acceptable service
ratios, response times or other
performance objectives for Fire
Protection? Police protection?
Schools? Parks? Other Public
Facilities?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.13 Transportation
Summary of Impacts
Threshold a: Would the Project
conflict with a program, plan,
ordinance or policy addressing the
circulation system, including transit,
roadway, bicycle and pedestrian
facilities?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project
conflict or be inconsistent with CEQA
Guidelines section 15064.3,
subdivision (b)?
MM 4.13-1 Prior to the issuance of the certificate of occupancy for the tenant, the Project operator or tenant shall: 1) prepare and submit a Transportation Demand Management (TDM) Program to the Town Engineer for review, detailing strategies for reducing the use of single occupant vehicles by employees; and 2) provide written documentation to the satisfaction of the Town that the TDM Program requirement is incorporated into any lease agreement for the project site to ensure enforceability. The TDM Program shall include all feasible transportation measures recommended by California Air Pollution Control Officers Association (CAPCOA) and analyzed in the VMT report (see EIR Technical Appendix K2) as calculated pursuant to the “CAPCOA Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate
Vulnerabilities, and Advancing Health and Equity” or other substantial evidence. Transportation measures to be considered in the TDM Program may include, but are not limited to:
• T-7 Commute Trip Reduction (CTR) Marketing, to educate employees about their travel choices to the employment
location beyond driving such as carpooling, taking transit, walking, and biking, thereby reducing VMT, including:

Property
Manager/Facility
Owner
Town of Apple
Valley Planning
Department
Prior to the issuance of the
certificate of occupancy
Significant and
Unavoidable Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
o Onsite or online commuter information services.
o Employee transportation coordinators.
o Onsite or online transit pass sales.
o Guaranteed ride home service.
• T-8 Ridesharing Program.
o Designating a certain percentage of desirable
parking spaces for ridesharing vehicles.
o Designating adequate passenger loading and
unloading and waiting areas for ridesharing
vehicles.
o Providing an app or website for coordinating rides.
• T-10 End-of-Trip Bicycle Facilities. The Project shall install and maintain end-of-trip facilities for employee use. End-oftrip facilities may include bike parking, bike lockers, showers, and personal lockers.

Threshold c: Would the Project
substantially increase hazards due to a
geometric design feature (e.g., sharp
curves or dangerous intersections) or
incompatible uses (e.g., farm
equipment)?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold d: Would the Project result
in inadequate emergency access?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

4.14 Tribal Cultural Resources
Summary of Impacts
Threshold a: Would the project cause
a substantial adverse change in the
significance of a tribal cultural
resource, defined in Public Resources
Code section 21074 as either a site,
feature, place, cultural landscape that
is geographically defined in terms of
the size and scope of the landscape,
sacred place, or object with cultural
value to a California Native American
tribe, and that is: Listed or eligible for
listing in the California Register of
Historical Resources, or in a local
register of historical resources as
defined in Public Resources Code
section 5020.1(k), or a resource
determined by the lead agency, in its
Mitigation Measures MM 4.4-1 through MM 4.4-3 would apply MM 4.14-1 Any culturally-affiliated Tribes (including the Yuhaaviatam of San Manuel Nation Cultural Resources Management Department and/or Twenty-Nine Palms Band of Missian Indians) shall be contacted, as detailed in Mitigation Measure MM 4.4-1, of any pre-contact cultural resources discovered during grading activities, and be provided information regarding the nature of the find, so as to provide Tribal input with regard to significance and treatment.

Should the find be deemed significant, as defined by CEQA, a Cultural Resources Monitoring and Treatment Plan shall be created by the archaeologist, in coordination with the Tribe, and all subsequent finds shall be subject to this Plan. This Plan shall allow for a monitor to be present that represents the Tribe for the remainder of the Project, should the Tribe elect to place a monitor on-site.

Project Applicant Town of Apple
Valley Planning
Department
Prior to issuance of
grading permits and during
all ground-disturbing
activities
Less-than-Significant
Impact with Mitigation
Incorporated

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
discretion and supported by
substantial evidence, to be significant
pursuant to criteria set forth in
subdivision (c) of Public Resources
Code Section 5024.1. In applying the
criteria set forth in subdivision (c) of
Public Resources Code Section
5024.1, the lead agency shall consider
the significance of the resource to a
California Native American tribe?
If human remains or funerary objects are encountered during any activities associated with the Project, work in the immediate vicinity (within a 100-foot buffer of the find) shall cease and the County Coroner shall be contacted pursuant to State Health and Safety Code §7050.5 and that code enforced for the duration of the Project.

MM 4.12-2 Any and all archaeological/cultural documents created as a part of the Project (isolate records, site records, survey reports, testing reports, etc.) shall be supplied to the Project Applicant and Town for dissemination to the culturally-affiliated Tribes (including) YSMN.

The Town and/or Project Applicant shall, in good faith, consult with the Tribes (including YSMN) throughout the life of the Project.

Project Applicant Town of Apple
Valley Planning
Department
Throughout life of Project

4.15 Utilities and Service Systems
Summary of Impacts
Threshold a: Would the Project
require or result in the relocation or
construction of new or expanded
water, wastewater treatment or storm
water drainage, electric power, natural
gas, or telecommunications facilities,
the construction or relocation of
which could cause significant
environmental effects?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold b: Would the Project have
sufficient water supplies available to
serve the project and reasonably
foreseeable future development
during normal, dry and multiple dry
years?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold c: Would the Project result
in a determination by the wastewater
treatment provider which serves or
may serve the project that it has
adequate capacity to serve the
project’s projected demand in
addition to the provider’s existing
commitments?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold d: Would the Project
generate solid waste in excess of State
or local standards, or in excess of the
capacity of local infrastructure, or
otherwise impair the attainment of
solid waste reduction goals?
No mitigation is required. N/A N/A N/A Less-than-Significant Impact
Threshold e: Would the Project
comply with federal, state, and local
No mitigation is required. N/A N/A N/A Less-than-Significant Impact

Lead Agency: Town of Apple Valley SCH No. 2025100104

THRESHOLD

MITIGATION MEASURES (MMS) RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
management and reduction statutes
and regulations related to solid waste?

RESOLUTION NO. 2026-028

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF APPLE
VALLEY ADOPTING GENERAL PLAN AMENDMENT NO. GPA 2024-
001 TO CHANGE THE LAND USE DESIGNATION OF 12 CONTIGUOUS PARCELS COMPRISING 93 ACRES LOCATED EAST OF WRANGLER

ROAD, SOUTH OF JOHNSON ROAD AND NORTH OF STODDARD

WELLS ROAD FROM PROFESSIONAL OFFICE TO REGIONAL
COMMERCIAL (ASSESSOR PARCEL NUMBERS 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301-01) IN THE TOWN OF APPLE VALLEY, CALIFORNIA.

WHEREAS, the Apple Valley 84 Logistics Center Project (“Project”) has been proposed by Apple 84 LLC to develop a 1.38 million square foot eCommerce warehouse and distribution center on approximately 93 acres of land bounded by future Wrangler Road to the west, vacant lands and future Johnson Road to the north, Stoddard Wells Road to the south and vacant lands to the east in the northwest part of the Town (Assessor Parcel Numbers 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301- 01); and
WHEREAS, the Project requests a General Plan Amendment to change the site’s land use designation from Professional Office to Regional Commercial; and WHEREAS, the Project also requests a Zone Change, Development Code Amendment, Tentative Parcel Map, Development Permit and a Development Agreement; and
WHEREAS, the Town prepared a Draft Environmental Impact Report (“DEIR”; State Clearinghouse No. 2025100104) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the Town’s Local CEQA Guidelines; and
WHEREAS, the DEIR was made available for public review and released to the public and commenting agencies for a 45-day comment period commencing January 13, 2026 and ending on February 27, 2026; and
WHEREAS, a Final EIR, Findings of Fact under CEQA, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations have been prepared; and
WHEREAS, TOAV Development Code Section 9.11.020.B-C and Table 9.11.020- A, state the appropriate review authorities for projects seeking multiple permit approvals,

RESOLUTION 2026-28
some of which require Planning Commission approval and others of which may only be approved by Town Council, including General Plan Amendments, Zone Changes and Development Code Amendments, and that the Planning Commission shall conduct a public hearing on all such multiple permit applications, together with appropriate environmental documents, and shall recommend action to the Town Council, which shall have exclusive and final approval authority over such multiple permit applications, and which shall pass on the sufficiency of the appropriate environmental documents related to the applications; and
WHEREAS, on July 15, 2026, the Planning Commission conducted a duly noticed public hearing on the Project, including the requested General Plan Amendment, at which time members of the public were given an opportunity to speak on the application and at which public comment and testimony were received regarding the proposed Project, and General Plan Amendment; and
WHEREAS, following the public hearing, the Planning Commission recommended by a vote of 5-0, that the Town Council adopt General Plan Amendment GPA 2024-001 on the basis of the required Findings; and
WHEREAS, a notice of Town Council public hearing was duly published and posted in the manner and for the time prescribed by law, and was also direct certified mailed to all property owners within a 700-foot radius of the Project site boundaries; and WHEREAS, prior to taking action, the Town Council has heard, been presented with, reviewed and considered all of the information and data in the administrative record, including the FEIR, and all oral and written evidence presented to it during all meetings and hearings, all of which are incorporated herein by this reference; and WHEREAS, no comments made during the Town Council public hearing review period or in the public hearing, and no additional information submitted to the Town have produced substantial new information that would warrant preparation of a new EIR, recirculation of the previously prepared EIR, or any other additional environmental review of the Project under CEQA Guidelines Section 15073.5; and WHEREAS, as contained herein, the Town has endeavored in good faith to set forth the basis for its decision on the Project; and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred; and
WHEREAS, all materials that constitute the record of proceedings upon which this decision is based are located with the Town of Apple Valley Planning Division, located at 14955 Dale Evans Parkway, Apple Valley, California.

NOW, THEREFORE, BE IT RESOLVED that in consideration of the evidence presented at the public hearing, and for the reasons discussed by the Commissioners at the

RESOLUTION 2026-28
hearing, the Planning Commission of the Town of Apple Valley, California, finds and determines as follows:

SECTION 1. The above recitals are hereby declared to be true and correct and are incorporated into the Resolution as Findings of the Town of Apple Valley Planning Commission.

SECTION 2. The Town prepared an Environmental Impact Report (SCH #2025100104) that analyzed the Project’s potential environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the Town’s Local CEQA Guidelines. The Draft EIR was made available for public review and released to the public and commenting agencies for a 45-day comment period commencing January 13, 2026 and ending on February 27, 2026. The Town Council of the Town of Apple Valley hereby Certifies the project’s Final Environmental Impact Report, and adopts Findings of Fact, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations.

SECTION 3. The proposed General Plan Amendment is in general conformity with the General Plan in that it is consistent with the Regional Commercial General Plan Land Use designation, the “C-R” zoning district and the “I-N” Industrial e-Commerce Overlay and would facilitate development of the site for an e-Commerce warehouse facility and associated improvements.

SECTION 4. After considering all evidence presented during the public hearing held on August 25, 2026, both oral and documentary, and after being fully informed, the Town of Apple Valley Town Council does hereby make the required Findings included as Exhibit A to this Resolution and adopts General Plan Amendment GPA 2024-001, included as Exhibit B to this Resolution.

SECTION 5. The documents and materials that constitute the record of proceedings on which this Resolution has been based are located at the Apple Valley Town Hall, 14955 Dale Evans Parkway, Apple Valley, CA, 92307. The custodian for these records is Town of Apple Valley Planning Division Staff. This information is provided pursuant to Public Resources Code Section 21081.6.

RESOLUTION 2026-28
APPROVED and ADOPTED by the Town Council of the Town of Apple Valley this 25th day of August, 2026.

Scott Nassif, Mayor
ATTEST:

Kiel E. Mangerino, Acting Town Clerk

RESOLUTION 2026-28
EXHIBIT A:

GENERAL PLAN AMENDMENT FINDINGS
Development Code Section 9.02.050.H.3 requires the following Findings be made prior to a recommendation of approval or approval of a General Plan Amendment:

1. The proposed General Plan Amendment is consistent with the goals, policies and standards of all elements of the General Plan and will further those goals, policies and standards;
FACTS: The proposed General Plan Amendment is consistent with the goals, policies and standards of all elements of the General Plan and will further those goals, policies and standards because it would align the proposed uses with the appropriate General Plan Land Use Designation of “Regional Commercial” for such uses. This action would also implement the Town’s broader long-term vision for the area, which is better suited for logistics and ecommerce fulfillment warehousing than office uses, due to the site’s close proximity to Interstate 15 one-half mile west of the site. In addition, surrounding abutting areas are designated as Regional Commercial, and this land use designation amendment would add contiguous lands to the designation. A similar project was approved for lands immediately west of and abutting the project site in 2023. Further, the proposed General Plan Amendment supports and furthers Goals, Policies and Standards stated in the General Plan, including:
 Goal 2: A well planned, orderly development pattern that enhances community values, and assures development of adequate infrastructure.  Policy 2.A: The Town shall maintain a land use map that assures a balance of residential, commercial, industrial, open space and public lands.  Goal 6: Commercial development shall strengthen the local economy and enhance the quality of life.
 Policy 6.A: Commercial development shall be permitted only in areas with provisions for adequate circulation, utilities, infrastructure and public services.  Program 6.A.2: Commercial development projects will be required to extend adequate infrastructure, utilities and public services prior to occupancy.

2. The General Plan as amended will comprise an integrated, internally consistent and compatible statement of policies for the Town;
FACTS: The General Plan as amended will comprise an integrated, internally consistent and compatible statement of policies for the Town because the requested Amendment does not propose changes to any General Plan document text and proposes only a Map change from “Professional Office” to “Regional Commercial”, thus establishing the necessary designation for warehousing uses. Town of Apple Valley Code Section 9.35.020.D as well

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as one footnote of Development Code Table 9.35.030.A are proposed to be amended to change the size and boundary of the I-N e-Commerce overlay area, to facilitate the proposed uses. No other policy language is proposed to be changed.

3. The General Plan Amendment furthers the public interest and promotes the general welfare of the Town by providing for a logical pattern of land uses and clarifying various land use policies for the Town.

FACTS: The General Plan Amendment furthers the public interest and promotes the general welfare of the Town by providing for a logical pattern of land uses and clarifying various land use policies for the Town because it would implement the appropriate land use designation for the proposed uses. The area being considered for amendment is contiguous with lands to the west that area already designated as “Regional Commercial”, and this proposed amendment would expand that area. Further, the project site is more well-suited for warehousing than office uses, due to the site’s close proximity to Interstate 15, which lies approximately one-half mile to the west. The project would also extend all required utilities to the project site and would construct surrounding streets, curb, gutter and sidewalks, thus providing service and improvements to the area and facilitating future emergency response needs. The proposed amendment supports and furthers Goals, Policies and Standards stated in the General Plan, including:
 Goal 6: Commercial development shall strengthen the local economy and enhance the quality of life.
 Program 6.A.1: Commercial development shall be focused on major roadways, the State Route 18 corridor, the High Desert Corridor, and Interstate 15 as shown on the Land Use Map.
 Program 6.A.2: Commercial development projects will be required to extend adequate infrastructure, utilities and public services prior to occupancy.

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EXHIBIT B: Proposed Amendment to the General Plan Land Use Map

RESOLUTION NO. 2026-29

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF APPLE
VALLEY APPROVING TENTATIVE PARCEL MAP NO. 21034 AND
DEVELOPMENT PERMIT NO. 2025-013 TO ALLOW DEVELOPMENT
OF 93 ACRES OF LAND LOCATED EAST OF FUTURE WRANGLER

ROAD, SOUTH OF FUTURE JOHNSON ROAD AND NORTH OF
STODDARD WELLS ROAD (ASSESSOR PARCEL NUMBERS 0472-
211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301-01) IN THE TOWN OF APPLE VALLEY, CALIFORNIA.

WHEREAS, an application was submitted by Apple 84 LLC, in September 2025, proposing to develop the Apple Valley 84 Logistics Center warehouse project (the “Project”) on approximately 93 acres of land bounded by future Wrangler Road to the west, future Johnson Road to the north and Stoddard Wells Road to the south, within the northwest part of the Town of Apple Valley; and
WHEREAS, the Project requests a Tentative Parcel Map to combine the site’s (12) separate legal parcels into one parcel to accommodate the project design and to formally vacate three un-constructed street segments across the site; and WHEREAS, the Project requests a Development Permit to develop a 1.38 million square foot eCommerce facility; and
WHEREAS, the Project also requests a General Plan Amendment, Zone Change, Development Code Amendment and a Development Agreement; and WHEREAS, the Town prepared a Draft Environmental Impact Report (“DEIR”; State Clearinghouse No. 2025100104) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the Town’s Local CEQA Guidelines; and
WHEREAS, the DEIR was made available for public review and released to the public and commenting agencies for a 45-day comment period commencing January 13, 2026 and ending on February 27, 2026; and
WHEREAS, a Final EIR, Findings of Fact, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations have been prepared; and WHEREAS, Municipal Code Sections 9.11.020.B and C and Table 9.11.020-A, state appropriate review authorities for projects seeking multiple permit approvals, some of which may require Planning Commission approval and others of which may only be approved by action of the Town Council; and
WHEREAS, on July 15, 2026, the Planning Commission recommended that the Town Council certify the EIR on the basis of its compliance with all requirements of the Public Resources Code and the California Environmental Quality Act, and recommended

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that the Town Council approve the project; and
WHEREAS, a notice of Town Council public hearing was duly published and posted in the manner and for the time prescribed by law, and was also direct mailed to all property owners within a 700-foot radius of the Project site boundaries; and WHEREAS, pursuant to Municipal Code Section 9.02.050.H, Town Council approval of a Tentative Parcel Map and Development Permit shall be by resolution and shall become effective upon passage of such resolution; and WHEREAS, Findings are made pursuant to the Development Code, as stated below, in support of Town Council adoption of a resolution approving Tentative Parcel Map 21034 and Development Permit No. 2025-013 for the proposed Project; and WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred; and
WHEREAS, all materials that constitute the record of proceedings upon which this decision is based shall be located with the Town of Apple Valley located at 14955 Dale Evans Parkway, Apple Valley, California.

NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF APPLE VALLEY AS FOLLOWS:

SECTION 1. The Town Council hereby finds that the foregoing recitals are true and correct and are incorporated herein as substantive Findings of this Resolution.

SECTION 2. The Town prepared a Draft Environmental Impact Report (“DEIR”; State Clearinghouse No. 2025100104) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code, §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the Town’s Local CEQA Guidelines. The DEIR was made available for public review for 45 days between January 13, 2026 and February 27, 2026. The document was made available on the Town of Apple Valley website and also made available for review at the Apple Valley Town Hall, Planning Department and at the San Bernardino County Library in printed form. In response to comments received on the DEIR, the Town prepared a Final EIR (“FEIR”) and released it for public review and to commenting agencies on Jun 25, 2026. Planning Commission Resolution No. 2026-002 is incorporated herein by reference as if fully set forth herein, and recommends Town Council Certify the FEIR, adopt Findings under CEQA, adopt a Mitigation Monitoring and Reporting Program and adopt a Statement of Overriding Considerations.

SECTION 3. The Tentative Parcel Map and Development Permit are in general conformity with the General Plan in that they are consistent with the Regional Commercial General Plan land use designation and the C-R zoning district “eCommerce Overlay” and will allow for development of an eCommerce facility and associated improvements.

SECTION 4. After considering all evidence presented at the public hearing held on April 22, 2025, both oral and documentary, and after being fully informed, the Town of Apple Valley Town Council does hereby approve the requested Tentative Parcel Map and

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Development Permit approval by the Findings included as Exhibit A to this Resolution.

SECTION 5. The Town Council does hereby approve the Project’s Conditions of Approval, included as Exhibit B to this Resolution.

SECTION 6. The documents and materials associated with the project and the EIR that constitute the record of proceedings on which these Findings are based are located at Apple Valley Town Hall, 14955 Dale Evans Parkway, Apple Valley, CA 92307. The Custodian of Record is Ms. La Vonda M-Pearson, Town Clerk and Director of Government Services.

SECTION 7. Severability. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Resolution shall nonetheless remain in full force and effect.

SECTION 8. Effective Date. This Resolution is effective immediately. All resolutions, parts of resolutions in conflict herewith are hereby amended to be consistent herewith.

APPROVED and ADOPTED by the Town Council of the Town of Apple Valley on this 25
th day of August, 2026.
______________________________
Scott Nassif, Mayor
ATTEST:
__________________________________
Kiel E. Mangerino, Acting Town Clerk

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EXHIBIT A:

TENTATIVE PARCEL MAP AND DEVELOPMENT PERMIT FINDINGS
Tentative Parcel Map
Development Code Section 9.71.040(A)(5) requires the following Findings be made in order to approve a Tentative Parcel Map:

The proposed subdivision, together with the provisions for its design and improvement, is consistent with the General Plan and any applicable Specific Plan. The proposed subdivision is compatible with the objectives, policies, general land uses, and programs specified in the General Plan and any applicable Specific Plan (Subdivision Map Act 66473.5).

FACTS: The proposed subdivision, together with the provisions for its design and improvement, is consistent with the General Plan and any applicable Specific Plan and is compatible with the objectives, policies, general land uses, and programs specified in the General Plan because it would combine (12) separate legal parcels into one consolidated parcel to facilitate the development of a 1.38 million square foot warehouse building, and the created lot would meet all development standards and requirements as prescribed in the Town of Apple Valley Development Code and the State Subdivision Map Act. By its size, shape and configuration, the site is suitable for subdivision and the proposed development could be carried out in a manner consistent with the General Plan Land Use Element and with the “C-R” Regional Commercial zoning designation and “eCommerce overlay” zone. Conditions of Approval have been added to ensure that the Project meets the intent of the General Plan, Zoning, Town Subdivision Code and the State Subdivision Map Act.

The Planning Commission and Town Council have considered the effects of their actions upon the housing needs of the region and has balanced these needs against the public service needs of its residents and available fiscal and environmental resources (Subdivision Map Act Section 66412.3).

FACTS: The Planning Commission and Town Council have considered the effects of their action upon the housing needs of the region and have balanced these needs against the public service needs of its residents and available fiscal and environmental resources in that the project would develop an eCommerce warehouse facility in an area that has been proposed for a General Plan Amendment and Zone Change to allow for such uses and where no housing is envisioned. The action would therefore not adversely impact housing needs or future housing development in the Town as it does not affect residentially designated lands. Further, the project would support and create economic opportunities in the form of property taxes and job creation and would also provide for installation of utilities and construction of area streets. The proposed uses and density are permitted under the General Plan Regional Commercial land use designation as well as under the C-R zoning and eCommerce overlay. Further, the site is physically suitable for the proposed density and would allow the property to be developed in a manner consistent

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with the General Plan’s Goal and Objective of promoting well-designed industrial development.

The design of the subdivision provides, to the extent feasible, for the future passive or natural heating or cooling opportunities in the subdivision.

FACTS: The design of the subdivision provides, to the extent feasible, for the future passive or natural heating or cooling opportunities in the subdivision in that the Project includes robust landscaped and open space areas with a relatively dense future tree canopy that would provide for natural heating and cooling. Further, as the site is developed, construction will be subject to implementation of natural heating and cooling requirements per the energy requirements of Title 24 of the California Building Standards Code.

The Town Council shall determine whether the discharge of waste from the proposed subdivision into the existing sewer system would result in a violation of the requirements as set forth in Section 13000 et seq., of the California Water Code. If the Town Council finds that the proposed waste discharge would result in, or add to, a violation of said requirements, the Town Council may disapprove the subdivision (Subdivision Map Act Section 66474.6).

FACTS: The Town Council determines the discharge of waste from the proposed subdivision into the existing sewer system would not result in a violation of the requirements as set forth in Section 13000 et seq., of the California Water Code as a Preliminary Water Quality Management Plan has been prepared for the Project and a final WQMP will be required prior to issuance of a Certificate of Occupancy. Based on the WQMP, detailed preliminary sanitary sewer utility plans have been prepared. The sewer design would not cause substantial environmental damage or substantially and avoidably injure fish, wildlife or their habitats, cause serious public health problems, nor result in violations of the California Water Code.

In order to avoid the creation of undevelopable parcels of land, any subdivision falling wholly or partially in areas of fifteen (15) percent or steeper slopes shall be subject to the Findings contained in Section 9.71.060.D of this Chapter.

FACTS: The proposed subdivision does not contain any lands of 15 percent or greater slopes, and thus, no further Findings are required.

Development Permit
Code Section 9.17.080.A requires the following Findings be made before approval of a Development Permit:

1. That the location, size, design, density and intensity of the proposed development is consistent with the General Plan, the purpose of this Code, the purpose of the zoning district in which the site is located, and the development policies and

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standards of the Town;
FACTS: The location, size, design, density and intensity of the proposed development is consistent with the General Plan, the purpose of the Code, the purpose of the zoning district in which the site is located, and the development policies and standards of the Town because a General Plan Amendment has been requested to change the site’s land use designation of Professional Office to Regional Commercial to align the Project’s intended use with the Town’s General Plan Land Use Designation Map and the Project otherwise will comply with all applicable development standards as identified in the Regional Commercial (C-R) zoning district, and will be permitted under the “eCommerce overlay”, which allows for new eCommerce warehouse developments with approval of a Development Permit. The Project site is not adjacent to sensitive land uses. The site is approximately 93 acres and can accommodate the proposed warehouse building and all associated required improvements as required per the Development Code, including fire lanes and hydrants, stormwater retention to accommodate a 100-year storm event and stormwater filtration, parking, landscaping, setbacks, lighting, street improvements and all on- and off-site utilities. The Project would be consistent with the Goals and Policies of the General Plan regarding intensity, density and uses, with adoption of the requested General Plan Amendment. The proposed amendment supports and furthers the Goals, Policies and Standards as stated in the General Plan, including:

Goal 2 A well planned, orderly development pattern that enhances community values, and assures development of adequate infrastructure.

Policy 2.A The Town shall maintain a land use map that assures a balance of residential, commercial, industrial, open space and public lands.

Goal 6 Commercial development shall strengthen the local economy and enhance the quality of life.

Policy 6.A Commercial development shall be permitted only in areas with provisions for adequate circulation, utilities, infrastructure and public services.

Program 6.A.2 Commercial development projects will be required to extend adequate infrastructure, utilities and public services prior to occupancy.

2. That the location, size and design of the proposed structures and improvements are compatible with the site's natural landforms, surrounding sites, structures and streetscapes and does not unnecessarily block public views from other buildings or from public ways, or visually dominate its surroundings; FACTS: The location, size and design of the proposed structure and improvements are compatible with the site's natural landforms, surrounding sites, structures and streetscapes and do not unnecessarily block public views from other buildings or from public ways, or visually dominate the surroundings because the Project site is located in close proximity to Interstate 15 to its west, directly abuts a 143-acre site that has been

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approved for similar development and use to the west, the subject area is planned for commercial and industrial development and the project would integrate well into the existing surrounding land use setting. The proposed building would not exceed the height limitation for the zoning district as the building would be 52 feet in height, where the maximum height allowed in the Regional Commercial zone is 100 feet. The development would not result in negative impacts to any natural landforms, rock outcroppings or scenic views as such features are not present on the site. The building would be situated well within the required setbacks and would not exceed the maximum allowed Floor Area Ratio. Further, the proposed building would be at least 275 linear feet away from any future residential development on the north, at least 965 linear feet from any future residential to the east and at least 428 linear feet from future residential to the south.

Finally, robust landscaping including a variety of fast-growing tree species would provide further buffering between the site and any future residential uses. The Project would be expected to blend in well with the surrounding environment and development.

3. That the materials, textures and details of the proposed construction, to the extent feasible, are compatible with adjacent and neighboring structures and that quality in architectural design is maintained to enhance the visual environment of the Town;
FACTS: The materials, textures and details of the proposed construction, to the extent feasible, are compatible with adjacent and neighboring structures and quality in architectural design will be maintained to enhance the visual environment of the Town because the Project site is bordered to the north, east and south by vacant, undeveloped parcels, a similar warehouse facility is approved and to be developed immediately to the west of the site and the Project site is located in close proximity to Interstate 15 to its west. The Project would integrate well into the existing surrounding land use environment.

The proposed architectural design, materials, paint palette and other details would complement the surrounding environment as well as future nearby development. Robust landscaping materials are proposed along all three abutting public rights-of-way. For these reasons, eCommerce warehouse development on the site would not result in significant negative impacts on the visual character or quality of the area

4. That the amount, location, and design of open space and landscaping conforms to the requirements of the Code, enhances the visual appeal and is compatible with the design and function of the structure(s), site and surrounding area; FACTS: The amount, location and design of open space and landscaping will conform to the requirements of the Code, will enhance the visual appeal and is compatible with the design and function of the structure, site and surrounding area because the Project’s open space and landscaping exceed the minimum Code requirements and demonstrate robust landscaping materials, including fast-growing tree varieties, along all abutting public rights-of-way and along the easterly property lines.

5. That excessive and unsightly grading of hillsides does not occur, and the character of natural landforms such as knolls and the Mojave River and that existing

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vegetation and Joshua Trees are adequately protected and preserved where feasible as required by the Code.

FACTS: Excessive and unsightly grading of hillsides will not occur, and the character of natural landforms such as knolls and the Mojave River, existing vegetation and Joshua Trees will be adequately protected and preserved where feasible as required by the Code because the Project site is relatively flat and would not require grading of hillsides, does not contain any notable natural landforms, rock outcroppings, tributaries of the Mojave River or critical or significant viewsheds. The site contains two existing living Western Joshua Trees and Project construction would result in the relocation or removal of the two Joshua Trees from the site. The project would be required to obtain authorization from the California Dept. of Fish and Wildlife to remove the trees and would also be required to obtain a native plant removal permit from the Town. The project’s Environmental Impact Report contains a Mitigation Measure requiring the project proponent to transplant the live trees where feasible, and to provide compensation such as payment of WJTCA in lieu fees into the state Western Joshua Tree Conservation Fund and/or purchase of conservation bank credits) at agency-approved ratios. The two living trees are required to be transplanted into protected open-space areas on the Project site or to an agencyapproved off-site receiver location. Mitigation measures are noted in the Project EIR’s mitigation measures, which themselves are Conditions of Project Approval, by reference.

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EXHIBIT B:

CONDITIONS OF APPROVAL

PLANNING DIVISION
General
P1. Approval of Tentative Parcel Map No. 21034, Development Permit No. DP2025- 013, General Plan Amendment GPA 2024-001, Zone Change 2024-007, Development Code Amendment 2024-001 and Development Agreement DA 2026-003 by the Town of Apple Valley Town Council is understood as acknowledgement of the Conditions of Approval by the applicant, unless an appeal is filed (Dev. Code Section 9.12.250, Appeals).

P2. All approved entitlements shall become effective ten (10) working days after the date of decision unless an appeal is filed (Dev. Code Section 9.12.250, Appeals).

P3. The project shall comply with all provisions of State law, Town of Apple Valley Development Code and General Plan.

P4. The approval, if not exercised, shall expire three (3) years from the date of action, pursuant to Development Code Section 9.12.210, unless there has been substantial construction in reliance upon the approval, or as otherwise extended in accordance with the provisions of the Town Development Code.

P5. An extension application must be filed, and associated fees paid, at least sixty (60) days prior to entitlement expiration dates, should the project proponent wish to seek extension (Dev. Code Section 9.12.220).

P6. General Plan Amendment GPA 2024-001, Zone Change 2024-007, Development Code Amendment 2024-001 and Development Agreement DA 2026-003 become effective and final ten (10) working days after the date of decision, unless an appeal is filed, and are not subject to the permit expiration dates noted for the Development Permit and Tentative Parcel map.

P7. The project proponent shall agree to defend at their sole expense (with attorneys approved by the Town) and indemnify the Town against any action brought against the Town, its agents, officers or employees resulting from, or relating to, this Development Permit and Tentative Parcel Map approval. The applicant shall reimburse the Town, its agents, officers or employees for any judgment, court

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costs and attorney's fees which the Town, its agents, officers or employees may be required to pay as a result of such action. The Town may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the applicant of the obligations under this condition (Dev. Code Section 9.71.160).

P8. No deviation, modification, alteration, adjustment, or revision to or from the appearance, location, fixtures, features, or appurtenances thereto of any type or extent shall be approved without said changes first having been submitted to the Planning Division for consideration and approval by the Community Development Director (Dev. Code Section 9.12.230).

Landscaping and Irrigation
P9. Final landscape and irrigation plans shall be submitted prior to issuance of a building permit (Dev. Code Chapter 9.75, Water Conservation & Landscape Regulations).

P10. Landscaping and irrigation shall be installed prior to issuance of occupancy permits subject to approval by the Planning Division.

P11. Drought-tolerant xeriscape “waterwise” landscaping techniques are encouraged for use in parkway areas, typically to consist of drought-tolerant, native type plants, trees and groundcover (Dev. Code Section 9.47.050.A.7).

P12. All required and installed landscaping shall incorporate and maintain a functioning automatic sprinkler system (Dev. Code Chapter 9.75).

P13. All landscaping shall be maintained in a neat, orderly, disease and weed-free manner at all times (Dev. Code Chapter 9.75).

P14. All front building setbacks and street right-of-way areas located between on-site improvements and the back of existing or future public sidewalks or street curbs, except access driveways and walkways, shall be fully landscaped and maintained in a disease and weed-free manner at all times.

P15. Project site detention basins shall be landscaped with native vegetation, subject to review and approval by the Planning Division.

P16. The landscaping plan shall provide a minimum of one (1) tree of a minimum size of twenty-four (24) inch box per each seven (7) parking spaces, located to

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visually break up long rows of parking spaces, and may be clustered where appropriate (Dev. Code Section 9.75.060.A.2.b).

P17. Decorative masonry walls, hedges and/or landscape berms, thirty-six to forty-two (36-42) inches high, measured from finished grade of the parking area, shall be used adjacent to public rights-of-way to screen parking fields. Heights of screening walls, hedges and/or berms may be reduced where the parking field is situated below grade. Horizontal and vertical variation in the design of the screening walls is required where the length of such wall exceeds forty (40) linear feet, subject to Planning Staff approval (Dev. Code Section 9.75.060.A.2.c).

Screening, Fencing and Walls
P18. Prior to issuance of a grading permit, the project proponent shall submit detailed plans showing all proposed walls and fencing, subject to approval by the Planning Division.

P19. Loading dock doors shall be screened from public rights-of-way and any adjacent or nearby residential uses or zoning districts by the use of wing walls, screening walls, landscaping or any combination thereof, as approved by the Planning Division (Dev. Code Section 9.37.060).

P20. All proposed walls, fencing and other screening shall comply with the regulations pursuant to TOAV Development Code Chapter 9.47 to the satisfaction of the Community Development Department prior to issuance of building permits.

P21. Access to the building roof shall be provided from the interior of the building or screened from view from any public street or public parking area. If roof access is on the exterior of the building, security shall be provided to prevent unauthorized access (Dev. Code Section 9.47.060.A).

Signage
P22. All identification signage shall be reviewed by the Town as part of a separate sign program and permit and are subject to final approval by the Planning Division (Dev. Code Section 9.74.100).

Parking
P23. All parking requirements shall be met and the project’s parking shall comply with the standards identified in Development Code Chapter 9.72.

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P24. All parking stalls shall be clearly striped and permanently maintained with double or hairpin lines (Dev. Code Sec. 9.72.060.B.4).

P25. Required parking spaces shall be provided for handicapped persons in accordance with Title 24 of the California Administrative Code and all applicable Town Development Code standards, including Development Code Section

9.72.060.

P26. ADA-compliant parking spaces shall be located as close as practical to facility entrances.

P27. ADA-compliant spaces must be provided with access ramps and clearly marked, pursuant to Title 24 of the California Administrative Code.

Trash and Recycling Enclosures
P28. Trash/recycling enclosures shall be designed and installed consistent with Development Code Sections 9.35.090, 9.46.080 and all other Town Standards.

P29. Trash/recycling enclosures shall reflect the architectural design of the approved project building(s) and shall include a trellis canopy or other similar feature, subject to review and approval by the Planning Division (Dev. Code Sections

9.35.090 and 9.46.080).

Construction-related
P30. Construction activities shall not impede traffic flow or required accessible paths of travel.

P31. The project site shall be maintained clean, sanitary, and free of litter and any other undesirable debris or materials and shall be cleaned of loose debris on a daily basis.

P32. Prior to approval of a building permit, the following agencies and Town departments shall provide written verification to the Planning Division that all Conditions of Approval and other applicable regulations have been met:
 Apple Valley Fire Protection District
 Apple Valley Public Works Division
 Apple Valley Building and Safety Division
 Apple Valley Engineering Division

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 Apple Valley Planning Division
 Liberty Utilities
 Mojave Desert Air Quality Management District
Site Lighting and Photometrics
P33. Lighting shall be installed pursuant to TOAV Code Section 9.47.090 to the satisfaction of the Community Development Department prior to issuance of a Certificate of Occupancy.

P34. Lighting fixtures shall be located in such a manner that no light or reflected glare is directed off-site and shall provide that no light is directed above a horizontal plane passing through the bottom of the fixture.

P35. Parking lot lighting shall conform to all requirements of the Uniform Building Code.

Architectural
P36. Building renderings as approved shall be the anticipated and expected appearance of all structures upon completion.

P37. The Community Development Director or their designee shall have the authority to approve minor architectural changes on items such as window treatments, color combinations, facade treatments and architectural relief. Questions on the interpretation of this provision, or changes not clearly within the scope of this provision, shall be submitted to the Director for consideration under a Development Permit Modification (pursuant to Dev. Code Section 9.12.230.D).

Civil
P38. A copy of the final grading plan shall be submitted to the Planning Division for review and approval.

P39. All on-site cut and fill slopes shall be contour-graded to blend with existing natural contours.

Lot Line Changes
P40. All lot line changes, including Final Subdivision Map, shall be processed and recorded with the San Bernardino County Assessor-Recorder-Clerk’s Office prior to issuance of a grading permit (per Government Code Sections 66410-66499).

General Environmental & Regulatory

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ER1. The construction contractor shall complete and submit a Waste Management Plan (“WMP”), on a form approved by the Town for this purpose as part of the application packet for a building permit (pursuant to Town Code Sections 8.19.020 et seq.).

ER2. The construction contractor shall submit documentation verifying that the project has met diversion requirements prior to issuance of any Certificate of Occupancy.

The diversion requirement shall be at least sixty five percent (65%) of the total construction debris generated by the project via reuse or recycling (pursuant to Development Code Section 8.19.050 and the California Green Code).

ER3. Trash and recycling enclosures shall be constructed to accommodate separated trash, recyclable material, and organic waste containers, appropriately sized to handle the estimated waste to be generated on-site, coupled with appropriate service frequency. Recyclable and organic waste containers are currently minimum 60-gallon barrels. Contact Burrtec Waste Industries at (760) 245-8607 for further information.

ER4. Development of the project site is subject to the Town’s Interim Local Policy and Procedures on the Western Joshua Tree published July 21, 2021 or amendment thereof.

ER5. The Project’s Traffic Impact Assessment Pro-Rata “Fair Share” fees are included in the project’s environmental mitigation measures. These fees shall be paid by the project proponent prior to issuance of final inspection approval or a certificate of occupancy.

ER6. The project shall be constructed utilizing only “Tier 4” construction equipment, if widely available and economically feasible, to be verified by Town Staff during periodic field inspection.

CEQA Mitigation Measures
CEQA1.All mitigation measures identified in the “Apple Valley 84 Final Environmental Impact Report” and Mitigation Monitoring and Reporting Program are hereby adopted by reference and shall be implemented as Conditions of Approval and made a part of this project, to the satisfaction of Town Staff.

ENGINEERING DIVISION
EC1. Prior to issuance of a grading permit, a final drainage plan with street layouts shall be submitted for review and approval by the Town Engineer showing provisions for receiving and conducting offsite and onsite tributary drainage flows around or through the site in a manner which will not adversely affect adjacent or downstream properties. This plan shall consider retaining onsite drainage flows from a 100- year design storm. (Town Resolution 2000-50; Development Code 9.28.050.C,

9.28.100)

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EC2. Street improvement plans shall be submitted to the Town Engineer for review and approval.

EC3. All streets abutting the development shall be improved a minimum half-width of 28 feet with curb, gutter, and sidewalk on the development side.

EC4. Stoddard Wells Road adjacent to the property shall be improved to the Town's halfwidth Major Divided Arterial Street standards.

EC5. Wrangler Road adjacent to the west boundary of the property shall be improved to the Town's half-width Secondary Street standards.

EC6. Johnson Road adjacent to the north boundary of the property shall be improved to the Town's half-width Industrial/Commercial Local Street standards.

EC7. A 64-ft wide half-width road dedication along Stoddard Wells Road adjacent to the property shall be granted to the Town of Apple Valley prior to Final Map approval.

EC8. A 44-ft wide half-width road dedication along Wrangler Road adjacent to the west boundary shall be granted to the Town of Apple Valley prior to Final Map approval.

EC9. A 33-ft wide half-width road dedication along Johnson Road adjacent to the North boundary shall be granted to the Town of Apple Valley prior to Final Map approval.

EC10. During the grading of the roads, soils testing of the road subgrades by a qualified soils engineering firm shall be performed to determine appropriate structural road section. Minimum asphalt concrete thickness for all streets shall be 0.33 ft.

EC11. An encroachment permit shall be obtained from the Town prior to performing any work in any public right of way.

EC12. Final improvement plans and profiles shall indicate the location of any existing utility which would affect construction and shall provide for its relocation at no cost to the Town.

EC13. A final grading plan shall be submitted to the Town Engineer prior to issuance of a grading permit for review and approval. A grading permit shall not be issued until street improvement plans have been submitted to the Town Engineer for review and substantial completion of the street plans has been attained as determined by the Town Engineer.

EC14. Utility lines shall be placed underground in accordance with the requirements of the Town.

EC15. The developer shall make a good faith effort to acquire the required off-site property interests, and if he or she should fail to do so, the developer shall at least 120 days prior to submittal of the final map for approval, enter into an agreement

RESOLUTION 2026-29
to complete the improvements pursuant to Government Code Section 66462 at such time as the Town acquires the property interests required for the improvements. Such agreement shall provide for payment by the developer of all costs incurred by Town to acquire the off-site property interests required in connection with the subdivision. Security for a portion of these costs shall be in the form of a cash deposit in the amount given in an appraisal report obtained by the developer, at the developer's cost. The appraiser shall have been approved by the Town prior to commencement of the appraisal. Additional security may be required as recommended by the Town Engineer and Town Attorney.

EC16. Traffic impact fees adopted by the Town (Ordinance No. 42) shall be paid by the developer.

EC17. Any developer fees including but not limited to drainage fees shall be paid by the developer as per Town enactment.

EC18. Any required street striping shall be thermoplastic as approved by the Town Engineer.

EC19. A traffic signal shall be installed at the intersection of Wrangler Road and Stoddard Wells Road. All recommendations included in the Urban Crossroads Traffic Impact Analysis dated September 10, 2025, “1.5 Recommendations” shall be required.

EC20. The proposed driveway on Stoddard Wells Road will be restricted to right-in/rightout only.

EC21. All traffic mitigation measure required by Caltrans shall be constructed or required as approved by Caltrans.

EC22. All traffic mitigation measures recommended by the Urban Crossroads Traffic Impact Analysis, dated September 10, 2025, listed on “Table 6.1. Project Fair Share Calculations”, shall be required as approved by the Town Engineer, prior to final occupancy.

EC23. Project shall be annexed into the Town’s Lighting and Landscape Assessment District for the maintenance of the parkway landscaping.

EC24. A Storm Water Pollution Prevention Plan (SWPPP) in accordance with the National Pollutant Discharge Elimination System (NPDES) shall be required.

PUBLIC WORKS
PW1. Submit a sewer feasibility study to the Town of Apple Valley to demonstrate where you plan to extend the sewer from in order to provide sewer service to this project.

RESOLUTION 2026-29
PW2. Sewage disposal shall be by connection to the Town of Apple Valley sewer system.

Sewer extension shall be required. Plans must be approved by the Town of Apple Valley Public Works Department and Victor Valley Wastewater Reclamation Authority.

PW3. Six (6) inch sewer lateral required.

PW4. Submit Mylars along with three sets of approved plans upon completion of plan check. In addition, the plans must be provided in an electronic format of the Town’s choosing. These requirements are the same for the approved plans and the AsBuilt plans.

PW5. Sewer connection fees required.

PW6. GIS Design Criteria. The Developer shall adhere to the following GIS design criteria to ensure appropriate integration into the Town’s GIS network. The Town prefers (b) GIS Data, however, will accept CAD and/or PDF maps as well. a. GIS Maps
i. Provide map packages in an ESRI ArcGIS (ArcGIS Pro preferred) format to include map files, layout files, symbol files, and data. ii. Layers should be clearly identifiable.
iii. Provide maps in PDF format.
b. GIS Data
i. Format: ArcGIS Geodatabase.
ii. Horizontal Projection: NAD 1983 State Plane California V FIPS 0405 (US Feet) EPSG: 2229.
iii. Data Schema: Industry standard schema design or comparable Esri Local Government Solution.
iv. Metadata: Data source, description, summary, and describe fields, domains, and editing completed.
c. CAD/DWG Maps/Data
i. Format: Georeferenced format.
ii. Scale: Engineering Scale (not Architectural Scale). iii. Horizontal Projection: State Plane Coordinate System (CCS83, Zone 5 - CA83-VF).
iv. Vertical Datum: NAVD88.
v. Data Schema: Industry standard schema design or comparable Esri Local Government Solution.
vi. Layers should be clearly identifiable.

RESOLUTION 2026-29
vii. Labels for features should be associated to a feature on a layer and not just added to the map as an annotation.

BUILDING AND SAFETY
BC1. An engineered grading report including soils report shall be submitted to and approved by the Building Official prior to recordation of the final map or issuance of permits for grading in excess of 1000 cubic yards.

BC2. Grading and drainage plans including a soils report must be submitted to and approved by the Building Department and Engineering Department prior to grading permit issuance.

BC3. Submit plans, engineering and obtain permits for all structures, retaining walls, signs.

BC4. A pre-construction permit and inspection are required prior to any land disturbing activity to verify requirements for erosion control, flood hazard, native plant protection and desert tortoise habitat.

BC5. A Notice of Intent (NOI) and a Storm Water Prevention Plan (SWPPP) must be submitted to and approved by the Engineering and Building Departments prior to issuance of a grading permit and or any land disturbance.

BC6. All utilities shall be placed underground in compliance with Town Ordinance No.

89. BC7. All cross-lot drainage requires easements and may require improvements at the time of development.

BC8. Comply with State of California Disability Access requirements.

BC9. A pre-grading meeting is required prior to beginning any land disturbance. This meeting will include the Building Inspector, General Contractor, Grading Contractor, soils technician and any other parties required to be present during the grading process such as Biologist, Paleontologist.

BC10. Dust palliative or hydro seed will be required on those portions of the site graded but not constructed (phased construction).

BC11. Page two of the submitted building plans will be the conditions of approval.

BC12. Project shall comply with the most current adopted Building Codes.

BC13. Best Managements Practices (BMP’s) are required for the site during construction.

RESOLUTION 2026-29
BC14. Provide Water Quality Management Plan (WQMP) or Alternative Compliance Plan.

BC15. Apply for and provide evidence of MDAQMD dust control permit.

FIRE PROTECTION DISTRICT
FD1. The above referenced project is protected by the Apple Valley Fire Protection District. Prior to construction occurring on any parcel, the owner shall contact the Fire District for verification of current fire protection development requirements.

FD2. All new construction shall comply with applicable sections of the California Fire Code, California Building Code, and other statutes, ordinances, rules, and regulations regarding fires and fire prevention adopted by the State, County, or Apple Valley Fire Protection District.

FD3. All combustible vegetation, such as dead shrubbery and dry grasses, shall be removed from each building site a minimum distance of thirty (30) feet from any combustible building material, including the finished structure. This does not apply to single specimens of trees, ornamental shrubbery, or similar plants, which are used as ground cover if they do not form a means of transmitting fire.

FD4. Prior to combustible construction, the development, and each phase thereof, shall have two points of paved access for fire and other emergency equipment, and for routes of escape which will safely handle evacuations. Each of these points of access shall provide an independent route into the area in which the development is located.

FD5. Fire lanes shall be provided with a minimum width of twenty-six (26) feet, maintained, and identified in the parking areas.

FD6. Fire lanes shall be provided with a minimum width of thirty-six (36) feet, maintained, and identified in and throughout the facility (Apple Valley Fire Protection District Ordinance 67).

FD7. A turnaround shall be required at the end of each roadway one hundred fifty (150) feet or more in length and shall be approved by the Fire District. Cul-de-sac length shall not exceed one thousand (1,000) feet. Turning radius on all roads within the facility shall not be less than 21 feet inside and minimum of 41 feet outside turning radius with no parking on street, or 47 feet with parking. Road grades shall not exceed twelve percent (12%) unless approved by the Chief (Apple Valley Fire Protection District Ordinance 67).

FD8. Plans for fire protection systems designed to meet the fire flow requirements specified in the Conditions of Approval for this project shall be submitted to and approved by the Apple Valley Fire Protection District and water purveyor prior to the installation of said systems (Apple Valley Fire Protection District, Ordinance 67).

RESOLUTION 2026-29
A. Unless otherwise approved by the Fire Chief, on-site fire protection water systems shall be designed to be looped and fed from two (2) remote points.

B. System Standards:

Fire Flow 4,000 GPM @ 20 psi Residual pressure
Duration 4 hours
Hydrant Spacing 300 feet
*Fire Flow is determined by the type of construction.

FD9. Approved numbers or addresses shall be placed on all new and existing buildings in such a position as to be plainly visible and legible from the street or road fronting the property. Said numbers shall contrast with their background. Commercial and industrial developments shall have street addresses and location approved by the Fire District. Where the building setback exceeds 200 feet from the roadway, additional non-illuminated contrasting (18) inch numbers shall be displayed at the property entrance. When these developments have rear doors of each unit, the unit number shall be a minimum of 6 inches and shall contrast with their background (Apple Valley Fire Protection District, Ordinance 67).

FD10. Section 914.12 Special requirements for Group F, M, S-1 or S-2 occupancies greater than 100,000 square feet in floor area. Buildings classified primarily as Group F, M, S-1 or S-2 shall include the following fire service features:

Section 914.12.1 Fire Control Room. A fire control room for fire department operations shall be provided. The location and accessibility of the fire control room shall be approved by the fire code official. The fire control room shall be separated from the remainder of the building by walls and ceilings not less than one-hour fire partitions. The room shall be a minimum of 96 square feet with a minimum dimension of 8 feet (2438 mm). The room shall contain the following as a minimum:

1. The fire alarm control unit and associated equipment.

2. Annunciator panel displaying status of sprinkler control valves and waterflow detectors.

3. Main controls and indicators for mechanical smoke exhaust systems.

4. Graphic indicating building floor plans, means of egress, fire protection systems, firefighting equipment and access.

5. Other firefighting equipment and system controls as required by the fire code official.

6. Emergency lighting powered by the standby power system. 914.12.2 Mechanical Smoke Exhaust. A mechanical smoke exhaust system conforming to the requirements of Section 910.4 of this code shall be provided.

RESOLUTION 2026-29
The system may be combined with environmental or other ventilation air systems when approved by the fire code official.
914.12.3 Standpipe Systems. A class I standpipe system shall be provided with 2 ½” hose connections located at fire department access doors as required by Section 905.4 of this code. The system may be interconnected with the building automatic sprinkler systems and shall be supplied by adjacent systems or by a separate riser. Standpipe systems shall conform to the requirements of NFPA 14. 914.12.4 Fire Department Graphic. A printed graphic with schematic diagrams of the building automatic sprinkler systems, fire alarm systems, means of egress, standpipe systems, smoke exhaust systems, access doors, and any other equipment as required by the fire code official shall be superimposed over a building floor plan or site plan and mounted on the wall in a highly visible location in the fire control room. The graphic shall be durable and waterproofed. 914.12.5 Standby Power. A standby power generator set conforming to the California Electrical Code and NFPA 110 shall be provided on the premises in a protected location. The set shall have a rated capacity necessary to supply the load of all fire protection features listed below at the same time:
(1) Emergency lighting and exit signs necessary for egress that aren’t battery backup
(2) Lighting for the fire control room.
(3) Signal and communication systems as applicable.
(4) Electrically powered fire pumps (such as jockey pumps) required to maintain pressure to the fire sprinkler system.
(5) Mechanical smoke exhaust systems as required by Section 910.4 In addition, a fuel supply sufficient for not less than two hours of operation shall be required on the premises. All electrically connected systems shall be transferred within 60 seconds after losing primary power.(Apple Valley Fire Protection District, Ordinance 67)
FD11. A letter shall be furnished to the Fire District from the water purveyor stating that the required fire flow for the project can be met prior to the Formal Development Review Committee meeting.

FD12. Prior to issuance of building permit, the developer shall pay all applicable fees as identified in the Apple Valley Fire Protection District Ordinance.

FD13. A Knox Box Rapid Entry System shall be required for this project (Apple Valley Fire Protection District Ordinance 67).

MOJAVE DESERT AIR QUALITY MANAGEMENT DISTRICT

RESOLUTION 2026-29
MD1. Prepare and submit to the MDAQMD, prior to commencing earth-moving activity, a dust control plan that describes all applicable dust control measures that will be implemented at the project.

MD2. Signage compliant with Rule 403 Attachment B shall be erected at each project site entrance not later than the commencement of construction.

MD3. Use a water truck to maintain moist disturbed surfaces and actively spread water during visible dusting episodes to minimize visible fugitive dust emissions. For projects with exposed sand or fines deposits (and for projects that expose such soils through earthmoving), chemical stabilization or covering with a stabilizing layer of gravel will be required to eliminate visible dust/sand from sand/fines deposits.

MD4. All maintenance and access vehicular roads and parking areas shall be stabilized with chemical, gravel or asphaltic pavement sufficient to eliminate visible fugitive dust from vehicular travel and wind erosion. Take actions to prevent project-related trackout onto paved surfaces and clean any project-related trackout within 24 hours. All other earthen surfaces within the project area shall be stabilized by natural or irrigated vegetation, compaction, chemical or other means sufficient to prohibit visible fugitive dust from wind erosion.

MD5. Obtain District permits for any miscellaneous process equipment that may not be exempt under District Rule 219 including but not limited to internal combustion engines with a manufacturer's maximum continuous rating greater than 50 brake horsepower.

MD6. Comply with all applicable provisions listed in Rule 403 - Fugitive Dust Control.

MD7. An asbestos checklist is required for any demolition or renovation of existing buildings. MDAQMD asbestos informational flowchart and notification forms are available at https://www.mdaqmd.ca.gov/permitting/asbestos-information.

LIBERTY UTILITIES
LU1. Offsite water mains do not exist on Stoddard Wells Road and on Wrangler Road fronting this development. Water mains must be extended to provide fire protection for this development in accordance with Apple Valley Fire Protection District's conditions.

LU2. Water main extension contract between the developer and Liberty Apple Valley is required and must comply with Rule 15 of the California Public Utilities Commission. Subject to the terms of the contract, the cost of facilities installed as advances will be reimbursed to the developer at 2.5 percent per year for 40 years with no interest.

RESOLUTION 2026-29
LU3. Extend 20" diameter pipeline about 2,800 feet along Wrangler Road and approximately 3.5 miles along Stoddard Wells Road to the east connecting to existing main on Johnson Road near Walmart Distribution Center.

LU4. Off-site fire hydrants are required to be located in accordance with Apple Valley Fire Protection District's requirements and installed per Liberty Apple Valley standard drawings.

LU5. All water lines and appurtenances required are to be installed in accordance with Liberty Apple Valley standards and specifications.

LU6. Fire service lines are required for this development and shall be installed in accordance with Apple Valley Fire Protection District’s conditions and shall comply with Rule 16 of the California Public Utilities Commission. Approved and tested customer owned backflow protection devices are required.

LU7. Water facilities need to be installed in dedicated public Rights-of-Ways and/or public utility easements and need to be identified and shown on the water improvement plans. These dedications and/or easements are needed to install, maintain, repair, connect, operate and inspect the proposed water facilities with unobstructed vehicular access. These dedications and/or easements need to be shown and recorded on the Parcel Map.

LU8. Domestic service lines shall be installed from the existing water main to the street right-of-way line that fronts this development. Approved and tested customer owned back flow protection device is required.

LU9. Supply Facility Fee is required, which will fund development of new wells. This fee will be collected on a per meter basis, which is presently at a rate of $1,030 per 5/8" equivalent meter.

BURRTEC WASTE
B1. Although Key Note 14 notes proposed trash enclosures, no enclosures are identified on the Plan. Please identify all proposed trash enclosures. Enclosures shall be designed to accommodate at least two standard 4-cubic yard commercial bins for trash and mixed recyclables. If the building will include an employee cafeteria, an additional bin is required for food waste. If landscape green waste is not removed from the site by a landscape maintenance contractor, enclosure space for a 3-cubic yard green waste bin shall be provided.

B2. All enclosures shall be located in areas that are readily accessible to collection trucks. Enclosure should not be located along perimeter wall that are used for

RESOLUTION 2026-29
trailer parking.

B3. Two potential offices are identified, which indicates that there may be two tenants. Each potential tenant should have a trash enclosure.

B4. No specific tenant has been identified for these buildings. Therefore, consideration should be given to additional waste and recycling facilities to address future tenant needs. Typically, trash enclosures are suitable to serve the needs of the project's offices. Depending upon the actual use of the building, additional trash and recycling services may be needed. These may include trash compactors, cardboard bailers, and roll off boxes. If the building is used for the manufacture or distribution of food products, the tenant shall participate in a food waste recycling program as required by Assembly Bill 1826.

B5. Any changes to the overall project design, enclosure specifications or location, or access may adversely impact Burrtec's ability to service the project. Any design modifications that could impact Burrtec's service will be subject to review and approval by Burrtec.

B6. Prior to issuance of grading permits, the developer or their contractor shall contact Burrtec to coordinate the preparation and implementation of a Construction Waste Management Plan.

SOUTHWEST GAS
SW1. There is existing gas main distribution line near the property on Johnson Rd. and Dale Evans Parkway. Review needs to take place to determine if the existing system can support the new project's gas load and to determine approach/time/feasibility/cost. Time required varies by project and can be estimated once the request is made by the customer and review is completed.

For projects that require system improvement it can be a year or longer.

SW2. As soon as possible, please contact the Southwest Gas Energy Solutions department at [email protected] for more information.

SW3. Refer to the Southwest Gas Information Required Design letter for initial information that is required from the customer.
###

END OF CONDITIONS

ORDINANCE NO. 577

AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF

APPLE VALLEY, CALIFORNIA, ADOPTING ZONE CHANGE ZC
2024-007 FOR THE APPLE VALLEY 84 PROJECT SITE
(PARCELS 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, - 21 AND 0472-301-01) FROM OFFICE PROFESSIONAL (O-P) TO

REGIONAL COMMERCIAL (C-R) AND I-N INDUSTRIAL

ECOMMERCE OVERLAY AND ADOPTING DEVELOPMENT
CODE AMENDMENT DCA 2024-001 TO MODIFY CODE SECTION

9.35.020.D AND TABLE 9.35.030-A, FOOTNOTE 7, TO EXPAND

THE OVERLAY BOUNDARY EASTWARD TO INCUDE THE

PROJECT SITE AND REVISE THE ECOMMERCE OVERLAY
ACREAGE FROM 978 TO 1,071 ACRES
WHEREAS, Title 9 "Development Code" of the Municipal Code of the Town of Apple Valley was adopted by the Town Council on April 27, 2010, and has been previously modified from time-to-time by the Town Council on the recommendation of the Planning Commission; and
WHEREAS, the Apple Valley 84 Logistics Center Project (“Project”) has been proposed by Apple 84 LLC to construct a 1.38 million square foot eCommerce warehouse and distribution center on approximately 93 acres of land bounded by future Wrangler Road to the west, vacant lands and future Johnson Road to the north, Stoddard Wells Road to the south and by vacant lands to the east in the northwest part of the Town (Assessor Parcel Numbers 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301-01); and
WHEREAS, the project includes a request for General Plan Amendment GPA 2024-001, Development Code Amendment DCA 2024-001, Zone Change ZC 2024-007, Vesting Tentative Map No. 21034, Development Permit DP 2025-013, and Development Agreement 2026-003; and
WHEREAS, Development Code Amendment DCA 2024-001 and Zone Change ZC 2024-007 are consistent with the General Plan and Municipal Code of the Town of Apple Valley, including the General Plan Land Use Element Goals and Policies and the Town of Apple Valley Development Code, and shall promote the health, safety and general welfare of the citizens of the Town of Apple Valley; and WHEREAS, pursuant to Public Resources Code Section 21067 and State CEQA Guidelines Section 15367, a Draft Environmental Impact Report (“Draft EIR”) was prepared that determined that mitigation measures are required to mitigate impacts to a less than significant level for Air Quality, Biological Resources, Cultural Resources, Geology and Soils and Tribal Cultural Resources; and

ORDINANCE NO. 577
2 WHEREAS, the Draft EIR concluded that, despite the incorporation of all feasible mitigation measures, the proposed Project would result in significant and unavoidable impacts relating to Greenhouse Gas Emissions and Transportation; and WHEREAS, as required by State CEQA Guidelines Section 15087(a), the Town published Notice of Availability of the Draft EIR on January 13, 2026, circulated the Draft EIR for a 45-day public review and comment period commencing on January 13, 2026 and expiring on February 27, 2026 and made physical copies of the Draft EIR and all associated technical appendices available for public review at Apple Valley Town Hall, on the Town environmental web page and at the San Bernardino County Public Library; and
WHEREAS, the Town prepared a Final EIR consisting of all comments received on the Draft EIR, written responses to those comments, and clarifications and revisions to the Draft EIR; and
WHEREAS, on June 25, 2026, the Town published the Final EIR, Mitigation Monitoring and Reporting Program, Statement of Overriding Considerations and Findings of Fact and sent notifications to all commenting agencies providing access to the published electronic version of the Final EIR and all associated CEQA-related documents; and
WHEREAS, a Statement of Overriding Considerations has been prepared weighing the project’s unavoidable environmental risks against the overriding economic, legal, social, technological and other benefits justifying Project Approval, and documenting why the Town believes the Project's advantages justify accepting environmental harm; and
WHEREAS, all mitigation measures identified in the EIR and necessary to reduce the potentially significant impacts of the proposed Project to less than significant levels are set forth in a Mitigation Monitoring and Reporting Program (MMRP); and
WHEREAS, the EIR reflects the independent judgment of the Town and is deemed adequate for purposes of making decisions on the merits of the Project; and WHEREAS, On July 15, 2026, the Planning Commission of the Town of Apple Valley conducted a duly noticed and advertised public hearing for Development Code Amendment DCA 2024-001 and Zone Change 2024-007, receiving testimony from the public and adopted Planning Commission Resolutions recommending adoption of Development Code Amendment DCA 2024-001 and Zone Change 2024-007; and WHEREAS, On August 14, 2026, DCA 2024-001 and ZC 2024-007 were duly noticed in Apple Valley News, a newspaper of general circulation within the Town of Apple Valley for a Public Hearing before the Town of Apple Valley Town Council.

ORDINANCE NO. 577
3 WHEREAS, On August 25, 2026, the Town Council of the Town of Apple Valley conducted a duly noticed and advertised public hearing for Development Code Amendment DCA 2024-001 and Zone Change 2024-007, receiving testimony from the public, and
WHEREAS, the Findings and conclusion made by the Town Council pursuant to this Ordinance are based upon the oral and written evidence presented to it as a whole and the entirety of the administrative record for the Project, which are incorporated herein by this reference, and not based solely on information provided in this Ordinance; and
WHEREAS, prior to taking action, the Town Council had heard, been presented with, reviewed and considered all of the information and data in the administrative record, including but not limited to the Draft EIR, the Final EIR, comments received, recommendations by staff, public testimony, and the Mitigation Monitoring and Reporting Program; and
WHEREAS, no comments made in the public hearing conducted by the Town Council, and no additional information submitted to the Town, have produced substantial new information requiring substantial revisions that would cause recirculation of the EIR or additional environmental review of the proposed Project under State CEQA Guidelines section 15073.5; and
WHEREAS, copies of the Draft and Final Environmental Impact Reports and all other project-related documents, may be viewed at the Town of Apple Valley Development Services Building, Planning Division, 14955 Dale Evans Parkway, Apple Valley, CA 92307, and
WHEREAS, all legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, the Town Council of the Town of Apple Valley, State of California, does ordain as follows:

SECTION 1. The recitals above are true and correct and are hereby incorporated herein by this reference.

SECTION 2. The Town Council has reviewed and considered the EIR and administrative record for the Project, including all oral and written comments received during the comment period.

A. The Town Council finds that the EIR and the administrative record have been completed in compliance with CEQA, the State CEQA Guidelines, and the Town's Local CEQA Guidelines.

ORDINANCE NO. 577
4 B. Based on the whole record before it, including, without limitation, the EIR and the administrative record, including all written and oral evidence presented to the Town Council, the Town Council finds that all environmental impacts of the Project are less than significant with mitigation. The Town Council further finds that there is no substantial evidence in the administrative record supporting a fair argument that the Project may result in significant environmental impacts.

The Town Council finds that the EIR contains a complete, objective and accurate reporting of the environmental impacts associated with the Project and reflects the independent judgment and analysis of the Town Council.

C. No new significant environmental effects have been identified in the EIR and any changes to the Final EIR, including modification of mitigation measures in response to comments or otherwise, do not constitute substantial revisions requiring recirculation under State CEQA Guidelines Section 15073.5.

D. The Town Council certifies the Final EIR for the proposed Apple Valley 84 Project, including Development Code Amendment DCA 2024-001 and Zone Change ZC 2024-007, pursuant to Public Resources Code Section 21080, subdivision (c).

E. Pursuant to Public Resources Code Section 21081.6, the Town Council approves and adopts the Mitigation Monitoring and Reporting Program prepared for the Project.

F. The Town Council directs staff to file a Notice of Determination with the San Bernardino County Clerk’s Office and with the Governor’s Office of Land Use and Climate Innovation State Clearinghouse within five (5) working days of approval of the Project.

SECTION 3. Based upon substantial evidence presented to this Council during the above-referenced hearing, including public testimony and written and oral staff reports, the Town Council of the Town of Apple Valley, California, finds and determines that the changes proposed by Development Code Amendment DCA 2022-003 and Zone Change ZC 2022-005 are consistent with the Goals and Policies of the Town of Apple Valley adopted General Plan, as required under TOAV Code Section 9.06.060:

1. The proposed Amendments are consistent with the General Plan; FACTS: The proposed Amendments are consistent with the General Plan as this action would align the proposed project’s uses with the appropriate General Plan Land Use Designation for such uses and it would implement the Town’s broader long-term vision for the area, which is better suited for logistics warehousing than office uses given the site’s close proximity to Interstate 15. In addition, surrounding abutting properties are already designated as Regional Commercial and the proposed land use designation changes would add contiguous lands to the

ORDINANCE NO. 577
5 “Regional Commercial” designated area. A similar project was approved for lands immediately west of and abutting the project site in 2023. The proposed amendment supports and furthers the Goals, Policies and Standards as stated in the General Plan.

2. The proposed Amendments will not be detrimental to the public health, safety or welfare of the Town or its residents.

FACTS: The proposed Amendments will not be detrimental to the public health, safety or welfare of the Town or its residents because the project would extend all required utilities to the project site and would construct surrounding streets, curb, gutter and sidewalks, thus providing services to the area and facilitating future emergency response needs. Further, the area being considered for amendment is contiguous with lands to the west that area already designated as “Regional Commercial” and this amendment expands that area. The project site is better suited for logistics and warehousing rather than office uses, due to the site’s close proximity to Interstate 15, which lies approximately one-half mile to the west.

SECTION 4. Section 9.35.020.D and Table 9.35.030.A, Footnote 7 of the Town of Apple Valley Municipal Code are hereby amended as described in Exhibit B of this Ordinance.

SECTION 5. Based upon the facts presented within the staff analysis, public testimony and pursuant to Government Code Section 65863(b), the Town Council of the Town of Apple Valley, California, finds that the proposed land use designation is consistent with the General Plan goals and policies.

SECTION 6. Amend the Official Zoning District Map as shown on Exhibit "A".

ORDINANCE NO. 577
6 APPROVED and ADOPTED by the Town Council of the Town of Apple Valley and signed by the Mayor and attested by the Town Clerk this 8th day of September 2026. __________________________
Scott Nassif, Mayor
ATTEST:
_________________________________
Kiel E. Mangerino, Acting Town Clerk

APPROVAL AS TO CONTENT
____________________________
Guy Eisenbrey, Town Manager

APPROVAL AS TO FORM
___________________________
Thomas Rice, Town Attorney

ORDINANCE NO. 577
7 EXHIBIT A: Proposed Amendment to the Town of Apple Valley Official Zoning Map

ORDINANCE NO. 577
8 EXHIBIT B: Town of Apple Valley Development Code Amendment Draft Amendment to Development Code Section 9.35.020.D
“The C-R district is intended for the development of a full range of retail stores, offices and personal and business services on a scale to serve the needs of the Town and the surrounding region, to be located in proximity to interstate and state highways and arterial roadways. This district implements the Regional Commercial (C-R) land use designation of the General Plan. A maximum floor area ratio (F.A.R.) of 1.0 is permitted in the C-R District. A total of 978 1,071 acres within the CR District bounded by Interstate 15 (I-15) freeway to the west, Dante Road to the south and Caplet Street Cordova Road to the north, and the CR District's boundary to the east allows for eCommerce fulfillment and distribution centers.”
Draft Amendment to Dev. Code Table 9.35.030.A, Footnote 7 “In the C-R District, new eCommerce fulfillment and distribution centers shall only be allowed within the 978 1,071 acres bounded by I-15 freeway to the west, Dante Road to the south and Caplet Street Cordova Road to the north, and the CR District's boundary to the east. Any new eCommerce fulfillment and distribution centers would be subject to Site Development Standards in Section 9.35.040; Industrial Design Standards in Chapter

9.47; and Off-street parking regulations in Chapter 9.72 and Landscaping regulations in Chapter 9.75 for industrial uses/developments. Conflicts and Clarification shall be resolved as specified in Section 9.05.080.”

ORDINANCE NO. 578

AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN

OF APPLE VALLEY, CALIFORNIA, APPROVING
DEVELOPMENT AGREEMENT NO. 2026-003 BETWEEN
THE TOWN OF APPLE VALLEY AND APPLE 84 LLC.

WHEREAS, the Town of Apple Valley (“Town”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and WHEREAS, Article 2.5 of Chapter 4 of Division 1 of Title 7 (commencing with Section 65864) of the Government Code of the State of California (“Statute”) authorizes the Town to enter into a contract which is called a development agreement in order to establish with certainty what regulations will govern the construction of a development; and
WHEREAS, Title 9 “Development Code” of the Municipal Code of the Town of Apple Valley (“AVMC”), specifically Chapter 9.04 “Development Agreements”, establishes procedures and requirements for consideration of development agreements; and WHEREAS, in accordance with the Statute and Chapter 9.04 of the AVMC (herein referred to collectively as the “Development Agreement Law”), the Planning Commission of the Town of Apple Valley (the “Planning Commission”) did receive Applications for a General Plan Amendment, Zone Change, Development Code Amendment, Development Permit, Tentative Parcel Map and Development Agreement from Apple 84, LLC (“Owner”) to construct a 1.38 million square foot e-commerce warehouse and distribution facility on approximately 93 acres of land (the “Proposed Project”) for that certain real property bounded by future Wrangler Road to the west, vacant lands and future Johnson Road to the north, Stoddard Wells Road to the south and by vacant lands to the east (Assessor Parcel Numbers 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301- 01) in the Town of Apple Valley, County of San Bernardino, State of California; and WHEREAS, the Proposed Project includes requests for the following land use entitlements:

1. An Amendment to the General Plan to change the site’s land use designation from Professional Office to Regional Commercial.

2. A Zone Change to change the zoning designation from “O-P” Office Professional to “C-R” Regional Commercial.

3. A Development Code Amendment to change Code Section 9.35.020.D and Code Table 9.35.030A, Footnote 7, to include the 93-acre project area and expand the boundary of the I-N Industrial e-Commerce overlay eastward to include the project site, to revise the overlay acreage from 978 to 1,071 acres to include the Project site, and to change the name of “Caplet Street” to “Cordova Road” in the document.

ORDINANCE NO 578

4. A Tentative Parcel Map to combine twelve (12) separate legal parcels into one consolidated parcel.

5. A Development Permit to allow development of the site.

WHEREAS, Development Agreement No. 2026-003, attached hereto as Exhibit “A,” is proposed to provide for the development of the Proposed Project and certain vested development rights for the term of the Development Agreement, and in turn the Owner would provide specified public benefits; and
WHEREAS, development of the Property in accordance with Development Agreement 2026-003 will provide substantial benefits to Town and will further important policies and goals of the Town; and
WHEREAS, Owner has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, Owner has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement; and WHEREAS, the Town prepared a Draft Environmental Impact Report (“DEIR”; State Clearinghouse No. 2025100104) that analyzed the Project’s environmental impacts in accordance with the California Environmental Quality Act (Public Resources Code §§ 21000 et seq., “CEQA”), the regulations promulgated thereunder (14 Cal. Code of Regulations, §§ 15000 et seq., the “CEQA Guidelines”), and the Town’s Local CEQA Guidelines; and
WHEREAS, the DEIR was made available for public review and released to the public and commenting agencies for a 45-day comment period commencing January 13, 2026 and ending on February 27, 2026; and
WHEREAS, a Final EIR, Findings of Fact under CEQA, a Mitigation Monitoring and Reporting Program and a Statement of Overriding Considerations have been prepared; and
WHEREAS, Apple Valley Development Code Table 9.11.020-A “Review Authority,” grants the Planning Commission the responsibility and authority to review and make recommendations to the Town Council on the Development Agreement; and WHEREAS, on July 3, 2026, Development Agreement No. 2026-003 was duly noticed in the Apple Valley News, a newspaper of general circulation within the Town of Apple Valley. Pursuant to Section 9.13.030(9), a thirty-two (32) square foot sign was posted on the site adjacent to the public right-of-way with a description of the project and the location, date, time and place of the scheduled hearing; and WHEREAS, on July 15, 2026, following the duly noticed public hearing, the Planning Commission made certain Findings of Fact and approved Resolution No. 2026-

ORDINANCE NO 578
002, recommending that the Town Council certify the Project EIR on the basis of its compliance with all CEQA requirements, approved Resolution No. 2026-003, recommending the Town Council adopt the requested General Plan Amendment, Zone Change and Development Code Amendment, approved Resolution No. 2026-004, in support of a recommendation to the Town Council to adopt a resolution approving Tentative Parcel Map No. 21034 and Development Permit No. 2025-013, and approved Resolution No. 2026-005 recommending the Town Council approve Development Agreement No. 2026-003 in connection with the Proposed Project; and WHEREAS, Development Agreement 2026-003 is consistent with the Land Use Element goals and polices of the Town’s General Plan and Title 9 “Development Code” of the Municipal Code of the Town of Apple Valley and shall promote the health, safety, and general welfare of the citizens of the Town of Apple Valley; and WHEREAS, all actions taken and approvals given by Town have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, Development Agreement 2026-003 will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, the Town and Owner have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate development of the Project subject to the conditions and requirements set forth therein; and WHEREAS, at the public hearing, the Planning Commission considered the Staff Report, the Development Agreement, and public testimony; and WHEREAS, in adopting Planning Commission Resolution No. 2026-005 on July 15, 2026, the Planning Commission made the following findings pursuant to Development Code Section 9.04.020(C) with respect to Development Agreement 2026-003:

1. The proposed Development Agreement was consistent with the objectives, policies, land uses, and programs specified in the General Plan and any applicable specific plan,

2. The proposed Development Agreement was compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located because development of the Property in accordance with Development Agreement 2026-003 will provide substantial benefits to Town and will further important policies and goals of Town as described in the Development Agreement, the staff report and the resolution.

3. The proposed Development Agreement would be beneficial to the public health, safety and welfare because Development Agreement 2026-003 ensures the orderly

ORDINANCE NO 578
and timely development of the Property, progressive installation of necessary improvements, and provides for public services appropriate to the development of the Project.

NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF APPLE
VALLEY DOES ORDAIN AS FOLLOWS:

SECTION 1. Incorporation of Recitals. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. Based on the entire record before the Town Council and all oral and written evidence presented, the Town Council adopts the required Findings included in the Recitals above, and finds this Development Agreement not detrimental to the health, safety and welfare of the community because the Development Agreement will permit land uses that best reflect community needs, including the need for local employment opportunities and increased property tax revenue to fund Town services, and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the Town.

SECTION 3. Pursuant to California Government Code section 65867.5(b), and based on the entire record before the Town Council, including all written and oral evidence presented, the Town Council hereby finds that the Development Agreement is consistent with the General Plan because the Development Agreement will result in development of the Property that is consistent with the uses and intensity allowed under the General Plan, and consistent with the proposed General Plan Amendment, Zone Change, and Development Code Amendment for the development of the Property.

SECTION 4. Based on the entire record before the Town Council and all written and oral evidence presented, the Town Council finds that: (i) the economic interests of Apple Valley citizens and the public health, safety and welfare will be best served by entering into the Development Agreement; (ii) this Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the area in which the Property is located, (iii) the Development Agreement is in conformity with the public convenience, general welfare and good land use practice; and (iv) the Development Agreement will not adversely affect the orderly development or the preservation of property values for the property it governs or any other property.

SECTION 5. Pursuant to California Government Code Section 65865, the Town Council hereby approves Development Agreement 2026-003, attached hereto as Exhibit “A.”
SECTION 6. Notice of Adoption. The Town Clerk of the Town of Apple Valley shall certify to the adoption of this Ordinance and cause publication to occur in a newspaper of general circulation and published and circulated in the Town in a manner permitted under Section 36933 of the Government Code of the State of California.

SECTION 7. Effective Date. This Ordinance shall take effect thirty (30) days after its adoption.

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SECTION 8. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or any part thereof, is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portion of this Ordinance or any part thereof. The Town Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional. If for any reason any portion of this ordinance is found to be invalid by a court of competent jurisdiction, the balance of this ordinance shall not be affected.

SECTION 9. Notice of Exemption. The Town Council hereby directs staff to prepare, execute, and file with the San Bernardino County Clerk a notice of exemption under the California Environmental Quality Act within five (5) working days of the adoption of this Ordinance.

APPROVED and ADOPTED by the Town Council of the Town of Apple Valley and signed by the Mayor and attested by the Town Clerk this 8 th day of September 2026.
____________________________
Scott Nassif, Mayor
ATTEST:
________________________________
Kiel E. Mangerino, Acting Town Clerk

APPROVAL AS TO CONTENT
______________________________
Guy Eisnbrey, Town Manager

APPROVAL AS TO FORM
______________________________
Thomas Rice, Town Attorn

ORDINANCE NO 578
request of: )
Clerk, Town Council )
Town of Apple Valley )
)
When recorded return to: )
Town of Apple Valley )
14955 Dale Evans Parkway )
Attention: Town Clerk )
)
Exempt from Filing Fees, Government Code
Section 6103
APNs: 0472-211-01, -02, -03, -09,
-10, -11, -17, -18, -19, -20, -21;
and 0472-301-01
DEVELOPMENT AGREEMENT NO. 2026-003
(APPLE VALLEY 84 PROJECT)

A DEVELOPMENT AGREEMENT BETWEEN

TOWN OF APPLE VALLEY
and
APPLE 84 LLC, A DELAWARE LIMITED LIABILITY COMPANY

DEVELOPMENT AGREEMENT NO. 2026-003
(APPLE VALLEY 84 PROJECT)
This Development Agreement (hereinafter “Agreement”) is entered into effective on the date it is recorded with the San Bernardino County Recorder (hereinafter the “Effective Date”) by and among the Town of Apple Valley, a California municipal corporation (hereinafter “TOWN”), and Apple 84 LLC, a Delaware limited liability company (hereinafter “OWNER”):

RECITALS
WHEREAS, TOWN is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested TOWN enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of TOWN; and
WHEREAS, by electing to enter into this Agreement, TOWN shall bind future Town Councils of TOWN by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of TOWN; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by the Town Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the TOWN and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, OWNER filed an application for the assemblage and development of twelve (12) parcels, totaling approximately 93 acres, into one (1) new parcel for the development of an approximately 1,381,412 square foot industrial/warehouse building and related improvements; and
WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement (State Clearinghouse No. 2025100104); and
WHEREAS, on July 15, 2026, the Town’s Planning Commission recommended approval to the Town Council of General Plan Amendment No. 2024-001, Zone Change No. 2024-007, Development Code Amendment No. 2024-001, Development Permit – Major Project No. 2025-013, Vesting Tentative Parcel Map No. 21034, and Development Agreement No. 2026-003 to allow for the development of one 1,381,412 square foot industrial building on the Property; and
WHEREAS, on August 25, 2026, the Town Council approved General Plan Amendment No. 2024-001, Zone Change No. 2024-007, Development Code Amendment

No. 2024-001, Development Permit – Major Project No. 2025-013, Vesting Tentative Parcel Map No. 21034, and Development Agreement No. 2026-003; and WHEREAS, this Agreement and the Project are consistent with the TOWN’S Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by TOWN have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to TOWN and will further important policies and goals of TOWN; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and
WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement.

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “TOWN” means the Town of Apple Valley, a municipal corporation, organized and existing pursuant to the laws of the State of California.

1.1.3 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the

maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.4 “Development Agreement Policies” means those certain development agreement policies approved by TOWN pursuant to Ordinance No. 383, adopted on June 24, 2008; as Ordinance No. 405, adopted on April 27, 2010; as Ordinance No. 567, adopted on December 12, 2023, as amended as Title 9, Chapter 9.04, of the Town of Apple Valley Development Code.

1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by TOWN in connection with development of the Property including, but not limited to:
(a) specific plans and specific plan amendments;
(b) tentative and final subdivision and parcel maps;
(c) development plan review;
(d) conditional use permits, public use permits and plot plans; (e) zoning;
(f) grading and building permits.

1.1.6 “Development Exaction” means any requirement of TOWN in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7 “Development Impact Fee” means a monetary exaction other than a tax or special assessment, whether characterized as a fee or a tax and whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park “in lieu” fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. “Development Impact Fee” shall not include processing fees and charges imposed by TOWN to cover the estimated actual costs to TOWN of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section

56000) of Title 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superseded, including by amendment or replacement.

1.1.8 “Development Plan” means the proposed plan for Development of all or a portion of the Property pursuant to the Existing Development Approvals and Subsequent Development Approvals, in accord with the Existing Land Use Regulations and applicable Subsequent Land Use Regulations, subject to the Reservations of Authority.

1.1.9 “Effective Date” means the date that the ordinance approving this Agreement becomes effective.

1.1.10 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein and all other Approvals which are a matter of public record on the Effective Date.

1.1.11 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Land Use Regulations incorporated herein as Exhibit “C” and all other Land Use Regulations which are in effect and a matter of public record on the Effective Date.

1.1.12 “General Plan” means the General Plan adopted on August 11, 2009 by Resolution No. 2009-31.

1.1.13 “Improvement” or “Improvements” means those public improvements required to support the development of the Project as described in the conditions of approval for Development Permit – Major Project No. 2025-013 and Vesting Tentative Parcel Map No. 21034 as further described in Exhibit “D” (the “Infrastructure Improvements Exhibit”).

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of TOWN governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. “Land Use Regulations” does not include any TOWN ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations;

(b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.15 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.16 “OWNER” means the persons and entities listed as OWNER on page one of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.17 “Project” means the development of the Property contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.19 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to TOWN under Section 3.6 of this Agreement.

1.1.20 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property.

1.1.21 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.

Exhibit “B” — Map showing Property and its location.

Exhibit “C” — Existing Land Use Regulations.

Exhibit “D” — Infrastructure Improvements.

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and may be carried out only in accordance with the terms of this Agreement.

2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof, or has the right to acquire fee simple title to the Property or a portion thereof from the current owner(s) thereof. To the extent OWNER does not own fee simple title to the Property, OWNER shall obtain written consent from the current fee owner of the Property agreeing to the terms of this Agreement and the recordation thereof.

2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall continue for an initial period of ten (10) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. The term of this Agreement may be extended for an additional five (5) years following expiration of the initial ten (10) year term, provided the following have occurred:
(a) OWNER provides at least one hundred eighty (180) days written notice to TOWN prior to expiration of the initial term;
(b) OWNER is not then in uncured default of this Agreement.

The initial term and, if and upon extension, the 5-year extension, shall sometimes be referred to herein collectively as the “Term.” Upon extension of the Term in accord with this Section 2.3, TOWN will execute, in recordable form, any instrument which OWNER may reasonably require to evidence the extension.

2.4 Assignment.

2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.), to any person, partnership, limited liability company, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent:
(a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property.
(b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify TOWN’s Town Manager, in writing, of such sale, transfer or assignment and shall provide TOWN with (1) an executed agreement, in a form reasonably acceptable to TOWN, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the portion of the Property so sold, transferred or assigned; and (2) the payment of the applicable processing charge to cover the TOWN’s review and consideration of such sale, transfer or assignment.

Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. The Town Manager shall have the authority to review, consider and either approve, conditionally approve, or deny any proposed sale, transfer or assignment that is not made in compliance with this section 2.4.

2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by TOWN, which release shall be provided by TOWN upon the full satisfaction by such transferring OWNER of the following conditions:
(a) OWNER no longer has a legal or equitable interest in all or any portion of the Property sold, transferred, or assigned.
(b) OWNER is not then in default under this Agreement.
(c) OWNER has provided TOWN with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. (d) The purchaser, transferee or assignee provides TOWN with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder.

2.4.3 Effect of Assignment and Release of Obligations. In the event of a sale, transfer or assignment pursuant to the provisions of Section 2.4.2 above:
(a) The assignee shall be liable for the performance of all obligations of OWNER with respect to transferred property, but shall have no obligations with respect to the portions of the Property, if any, not transferred (the “Retained Property”). (b) The owner of the Retained Property shall be liable for the performance of all obligations of OWNER with respect to Retained Property, but shall have no further obligations with respect to the transferred property.
(c) The assignee’s exercise, use and enjoyment of the Property or portion thereof shall be subject to the terms of this Agreement to the same extent as if the assignee were the OWNER.

2.4.4 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

2.4.5 Termination of Agreement with Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall terminate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions:
(a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and,
(b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4 of this Agreement have been paid.

2.4.6 Partial Assignment and Assumption. TOWN and OWNER agree OWNER may partially assign its obligations and rights under this Agreement, and all amendments hereto, to a purchaser, transferee or assignee of a lot, which has been subdivided subject to provisions of a partial assignment and assumption agreement in a form approved by TOWN. Any such complete and executed partial assignment and assumption of this Agreement shall be submitted to TOWN for approval, which shall not be unreasonably withheld, pursuant to Section 2.4.1 of this Agreement. Within thirty (30) days following such complete submittal, TOWN shall review, and if the above conditions are satisfied, may approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.6 shall cause, or otherwise affect, a release of OWNER from the duties and obligations under this Agreement that are retained by OWNER and excluded from the transfer or assignment.

2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part by either party or successor in interest only in the manner provided for in Government Code Sections 65865.1 or 65868 and the Development Agreement Policies. Any amendment of this Agreement, which amendment has been requested by OWNER, shall be considered by the TOWN only upon the payment of the applicable processing charge. This provision shall not limit any remedy of TOWN or OWNER as provided by this Agreement. For purposes of this section, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement. The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. Notwithstanding the foregoing sentence, if the TOWN initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, TOWN shall first give notice to the OWNER of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation.

2.6 Minor Modification. Upon the written application of OWNER, minor modifications and changes to the Development Plan including modifications to building design or footprint (not affecting minimum setbacks), parking layout and design, and landscape area design may be approved by the Director of the Planning Department without the need to amend this Development Agreement. Other changes in the Development Plan shall be processed pursuant to the Town Zoning Ordinance. It is also contemplated by TOWN and OWNER that OWNER may, from time to time, seek amendments to one or more of the Development Approvals. Any such amendments are contemplated by TOWN and OWNER as being within the scope of this Agreement as long as they are consistent with the Land Use Regulations and shall, upon approval by TOWN, continue to constitute the Development Approvals as referenced herein. The parties agree that any such modifications or amendments shall not constitute an amendment to this Agreement nor require an amendment to this Agreement.

2.7 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section

2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
(d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by TOWN or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by the Development Agreement Policies.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to TOWN on which construction has not yet begun shall be refunded to OWNER by TOWN.

2.8 Notices.
(a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder.

(b) All notices shall be in writing and shall be considered given either: (i) when delivered in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows:

If to TOWN:

Town of Apple Valley
14955 Dale Evans Parkway
Apple Valley, CA 92307
Attn: Guy Eisenbray, Town Manager
Telephone: (760) 240-7000
Facsimile: (760) 240-7546
Copy to:

Best, Best & Krieger, LLP
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
Attn: Thomas Rice, Town Attorney
Telephone: (909) 989-8584
Facsimile: (909) 944-1441
If to OWNER:

Apple 84 LLC
19782 MacArthur Blvd, Suite 230
Irvine, CA 92612
ATTN: Kenneth Sheer
Copy to:

Rutan & Tucker, LLP
18575 Jamboree Road, Suite 900
Irvine, CA 92612
Attn: John A. Ramirez
(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

2.9 Representations and Warranties.

TOWN represents and warrants to OWNER, as follows:
i. TOWN is a public body, corporate and politic. TOWN is authorized to enter into this Agreement pursuant to Government Code Section 65864, et seq., and

the execution and delivery of this Agreement by TOWN has been fully authorized by all requisite actions on the part of TOWN.

ii. TOWN’s execution and delivery of this Agreement and TOWN’s performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which TOWN is a party or by which it is bound.

iii. TOWN has not received any notice of, or knows any basis for, any actual or pending litigation or proceeding by any person against TOWN with respect to the Property or this Agreement.


3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, TOWN shall exercise discretion in the same manner that it exercises discretion under its police powers including the Reservations of Authority set forth herein; provided, however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. Town of Camarillo, (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in the Development Plan or the Phasing Plan set forth in Section 3.5.

3.3.1 Infrastructure Improvement Exhibit. Attached hereto as Exhibit “E” is a depiction of the Improvements needed for the development of the Property (the “Infrastructure Improvement Exhibit”).

3.4 Requirement for Public Infrastructure Improvements. Development of the Property is contingent in part on the phasing of area-wide infrastructure improvements over which the OWNER has control. The issuance of building permits by TOWN is, in general, contingent on OWNER’s completion of needed infrastructure improvements and the availability of improvements and services to serve the Property.

3.5 [Intentionally Omitted.]

3.6 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and TOWN shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise requested by OWNER, TOWN may not amend or rescind any Subsequent Development Approvals applicable to the Property after those Approvals have been granted by the TOWN. Unless otherwise required by law, as determined in TOWN’s reasonable discretion, a change to the Existing Development Approvals or Development Plan and the processing of Subsequent Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or,
(c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or,
(e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.7 Reservations of Authority.

3.7.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the TOWN shall not be prevented from applying new rules, regulations and policies upon the OWNER, nor shall a development agreement prevent

the TOWN from denying or conditionally approving any subsequent development project application on the basis of such new rules, regulations and policies where the new rules, regulations and policies consist of the following:
(a) Processing fees and charges of every kind and nature imposed by TOWN to cover the costs of processing applications for Development Approvals or for monitoring compliance with any Development Approvals. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the TOWN and any local amendments to those codes adopted by the TOWN which are applied uniformly to all similar development projects within the TOWN.
(d) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the TOWN or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan.

In the event any such subsequently adopted Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4 of this Agreement, TOWN shall allow a credit against such subsequently adopted Development Exaction for the fees paid under Section 4 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may conflict with this Agreement or the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which do not conflict with those rules, regulations and policies set forth in this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property.
(g) Regulations which may conflict with this Agreement or the Development Plan, but to which the OWNER consents in writing.

3.7.2 Subsequent Development Approvals. When acting on Subsequent Development Approvals, TOWN may apply only the Existing Land Use Regulations and those Subsequent Land Use Regulations that are permitted under the Reservations of

Authority. Any Subsequent Development Approval will be automatically vested under this Agreement.

Upon OWNER’s request, TOWN will accept and diligently process applications for Subsequent Development Approvals. TOWN will exercise reasonable good faith efforts to expedite the processing of the Subsequent Development Approvals applications to ensure that those applications are promptly considered by the approving authority. TOWN will ensure that all applications are processed and considered within the timing requirements of all applicable law, including the Permit Streamlining Act (Govt. Code § 65920, et seq.).

3.7.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. In the event OWNER alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the TOWN does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided, however, that nothing contained in this Section 3.7.3 shall impose on TOWN any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.7.4 Intent. The parties acknowledge and agree that TOWN is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to TOWN all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to TOWN all such power and authority which cannot be restricted by contract.

3.8 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to TOWN or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to TOWN or such other public agency should it have undertaken such construction.

3.9 Acquisition of Offsite Real Property Interests. In any instance where OWNER is required by any Development Approval or Land Use Regulation to construct any public improvement on land not owned by OWNER (together, “Offsite Improvements”), OWNER shall at its sole cost and expense provide or cause to be provided, the real property interests necessary for the construction of such public improvements (the “Offsite Property”). In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the Offsite Property necessary for the construction of the

Offsite Improvements, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs TOWN may reasonably incur, TOWN agrees to use reasonable and diligent good faith efforts to acquire the Offsite Property from the owner or owners of record by negotiation to the extent permitted by law and consistent with this Agreement. If TOWN is unable to acquire the Offsite Property by negotiation within thirty (30) days after OWNER’s written request, TOWN shall, in accordance with the procedures established by law, use its power of eminent domain to acquire the Offsite Property at a public hearing noticed and conducted in accordance with California Code of Civil Procedure Section 1245.235 for the purpose of considering the adoption of a resolution of necessity concerning the Offsite Property, subject to the conditions set forth in this Section 3.9. The TOWN and OWNER acknowledge that the timelines set forth in this Section 3.9 represent the maximum time periods which TOWN and OWNER reasonably believe will be necessary to complete the acquisition of any Offsite Property.

TOWN agrees to use reasonable good faith efforts to complete the actions described within lesser time periods, to the extent that it is reasonably able to do so, consistent with the legal constraints imposed upon TOWN. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This section 3.9 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the TOWN upon the development of the Project under the Subdivision Map Act or other legal authority.

3.9.1 Owner’s Option to Terminate Proceedings. TOWN shall provide written notice to OWNER no later than fifteen (15) days prior to making an offer to the owner of the Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify TOWN that it wants TOWN to cease all acquisition proceedings with respect to the Offsite Property, whereupon TOWN shall cease such proceedings.

TOWN shall provide written notice to OWNER no later than fifteen (15) days prior to the date of the hearing on TOWN’S intent to consider the adoption of a resolution of necessity as to any Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify TOWN that it wants TOWN to cease condemnation proceedings, whereupon TOWN shall cease such proceedings. If OWNER does not notify TOWN to cease condemnation proceedings within said fifteen (15) day period, then the TOWN may proceed to consider and act upon the Offsite Property resolution of necessity. If TOWN adopts such resolution of necessity, then TOWN shall diligently institute condemnation proceedings and file a complaint in condemnation and seek an order of immediate possession with respect to the Offsite Property.

3.10 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of TOWN possess authority to regulate aspects of the development of the Property separately from or jointly with TOWN and this Agreement does not limit the authority of such other public agencies. TOWN agrees to cooperate, at no cost to TOWN, with OWNER in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict with any laws, regulations or policies of the TOWN.

3.11 Tentative Tract Maps; Extension. With respect to applications by OWNER for tentative subdivision maps for portions of the Property, TOWN agrees that OWNER may file and process tentative maps in accordance with Chapter 4.5 (commencing with Section 66498.1) of Division 2 of Title 7 of the California Government Code and the applicable provisions of TOWN’s subdivision ordinance, as the same may be amended from time to time. In accordance with the provisions of Section 66452.6 of the Government Code, each tentative subdivision map or tentative parcel map, heretofore or hereafter approved in connection with development of the Property, shall be deemed to have been granted an extension of time to and until the date that is five (5) years following the Effective Date of this Agreement. The TOWN’s Town Council may, in its discretion, extend any such map for an additional period of up to five (5) years beyond its original term, so long as subdivider files a written request for an extension with the TOWN prior to the expiration of the initial five (5) year term.

3.12 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the TOWN for TOWN-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties.

4. PUBLIC BENEFITS.

4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project.

4.2 Development Impact Fees.

4.2.1 Amount and Components of Fee. Development Impact Fees (DIF) shall be paid by OWNER. The Development Impact Fee amounts to be paid by OWNER shall be the amounts that are in effect at the time such amounts are due. Nothing contained in this Agreement shall affect the ability of the TOWN to impose new Development Impact Fees or amend the amounts of existing Development Impact Fees.

Additionally, nothing contained in this Agreement shall affect the ability of other public agencies that are not controlled by TOWN to impose and amend, from time to time, Development Impact Fees established or imposed by such other public agencies, even though such Development Impact Fees may be collected by TOWN.

4.2.2 Time of Payment. The Development Impact Fees required pursuant to Subsection 4.2.1 shall be paid to TOWN prior to the issuance of the building permit for the industrial building. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the fees required pursuant to Subsection 4.2.1 shall be paid prior to the re-issuance or extension of the building permit for the industrial

building for which such fees have not previously been paid. Notwithstanding the foregoing, deferral of the payment of any Development Impact Fees may be granted pursuant to a separate agreement approved by TOWN pursuant to TOWN policy.

4.2.3 Credits. OWNER may be entitled to credit against the fees required pursuant to Subsection 4.2.1 for the dedication of land, the construction of improvements or the payment of fees. Under no circumstance shall any credit and/or reimbursement exceed the actual costs for any dedication of land, construction of improvements, or payment of fees.

4.3 Responsibility for Construction of Public Improvements.

4.3.1 Timely Construction of Public Infrastructure. The phasing of any areawide infrastructure construction will be as approved by the TOWN. OWNER shall be responsible for the timely construction and completion of all Improvements required for the Project as shown on the attached Exhibits “D.” Unless otherwise specified, all required Improvements, shall be completed and operational prior to, and as a condition precedent to, OWNER requesting and TOWN’s granting of the certificate of occupancy for the industrial building. All infrastructure and Improvements shall be completed as required by the applicable conditions of approval.

4.3.2 Construction of DIF Program Infrastructure. To the extent OWNER is required to construct and complete construction of public improvements that are included in TOWN’s Development Impact Fee Program, TOWN agrees that TOWN shall issue DIF Credit in accordance with the provisions of a separate Fee Credit Agreement between TOWN and OWNER. Limitation on the use of DIF Credit issued to OWNER to offset OWNER’s DIF payment obligations shall also be subject to the provisions of a separate Fee Credit Agreement. TOWN and OWNER agree that the Fee Credit Agreement between TOWN and OWNER shall comply with TOWN’s adopted policies applicable to such agreements. Under no circumstance shall any credit and/or reimbursement exceed the actual costs for construction of the improvements.

5. [INTENTIONALLY OMITTED.]

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.1 Time for and Initiation of Periodic Review. The TOWN shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement.

OWNER shall submit an Annual Monitoring Report to TOWN, in a form acceptable to the Town Manager, along with any applicable processing charge, within thirty (30) days after each anniversary date of the Effective Date of this Agreement. Within thirty (30) days after the receipt of the Annual Monitoring Report, TOWN shall either issue a notice of continuing compliance or a notice of non-compliance and a notice of TOWN’s intent to conduct a Special Review pursuant to Sections 6.1.2 through 6.1.6. Issuance of a notice of continuing compliance may be issued by the Town Manager or his designee. The

amount of the annual review and administration fee shall be set annually by resolution of the Town Council.

6.1.2 Initiation of Special Review. A special review may be called either by agreement of the parties or by unilateral initiation by the TOWN in one or more of the following ways:
(a) Recommendation of the Planning Director;
(b) Affirmative vote of at least three (3) members of the Planning Commission; or (c) Affirmative vote of at least three (3) members of the Town Council.

6.1.3 Notice of Special Review. The Town Manager shall begin the special review proceeding by giving notice to OWNER that the TOWN intends to undertake a special review of this Agreement. Such notice shall be given at least ten (10) days in advance of the time at which the matter will be considered by the Planning Commission.

6.1.4 Public Hearing. The Planning Commission shall conduct a hearing at which OWNER must demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER.

6.1.5 Findings upon Public Hearing. The Planning Commission shall determine, upon the basis of substantial evidence, whether OWNER has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

6.1.6 Procedure upon Findings.
(a) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, during the period under review, the review for that period shall be concluded. (b) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement, during the period under review, the Planning Commission may recommend to the Town Council to modify or terminate this Agreement. (c) OWNER may appeal a determination pursuant to paragraph (b) to the Town Council in accordance with TOWN’s rules for consideration of appeals in zoning matters generally.

6.2 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.1.6(b), TOWN determines to proceed with modification or termination of this Agreement, TOWN shall give written notice to OWNER of its intention so to do. The notice shall be given at least thirty (30) calendar days prior to the scheduled hearing and shall contain:
(a) The time and place of the hearing;

(b) A statement as to whether or not TOWN proposes to terminate or to modify the Agreement; and,
(c) Such other information TOWN considers necessary to inform OWNER of the nature of the proceeding and the facts supporting Town’s preliminary findings under Section 6.1.6(b).

6.3 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard and present witnesses and evidence on its behalf. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the Town Council finds, based upon substantial evidence in the administrative record, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the Town Council may terminate or modify this Agreement and impose such conditions to the action it takes as it considers necessary to protect the interests of the TOWN. The decision of the Town Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

6.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, TOWN shall, upon written request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Planning Director and Town Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder.

Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, TOWN shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or Town Council.

6.5 No Cross-Defaults. TOWN acknowledges that OWNER may transfer, sell or assign all or portions of the Property to other persons in accordance with Section 2.4.

TOWN further acknowledges that title to all or portions of the Property may become vested in Mortgagees or a Mortgagee’s successor as a result of foreclosure, or the acceptance of a deed in lieu of foreclosure, by a Mortgagee. TOWN agrees that defaults under this Agreement by an owner of a portion of the Property will not be a default as to any other portion of the Property. In other words, a default by OWNER with respect to its obligations pertaining to that portion of the Property retained by OWNER following a transfer, sell, or assignment will not constitute a default as to any person other than OWNER or permit TOWN to exercise any remedy under this Agreement or otherwise with respect to any other portion of the Property other than that portion owned by OWNER.

Similarly, a default by a transferee with respect to its obligations pertaining to the portion of the Property owned by that transferee will not constitute OWNER’s default or permit TOWN to exercise any remedy under this Agreement or otherwise as to any portion of the Property other than the portion owned by the defaulting transferee. TOWN agrees that, if more than one person holds title to the Property, then the rights and obligations of the persons holding title to the Property are the distinct and several obligations of each person.

7. DEFAULT AND REMEDIES.

7.1 Remedies in General. It is acknowledged by the parties that TOWN would not have entered into this Agreement if it were to be liable for monetary damages under this Agreement, or with respect to this Agreement or the application thereof.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that neither party shall be liable in monetary damages (other than attorney’s fees under Section 10.22) to the other party, or to any successor in interest, or to any other person, and each party covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other nonmonetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
(a) Money damages are unavailable against the parties as provided in Section

7.1 above.
(b) Due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts were TOWN to breach its obligations.

7.3 Release. Except for non-damage remedies, including the remedy of specific performance and judicial review as provided for in Sections 7.2 and 6.3, respectively, and the right to recover attorney’s fees under Section 10.22, OWNER, for itself, its successors and assignees, hereby releases the TOWN, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the TOWN because it entered into this Agreement or because of the terms of this Agreement.

7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 6.3 herein, TOWN may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, TOWN may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

7.5 Termination of Agreement for Default of TOWN. OWNER may terminate this Agreement only in the event of a default by TOWN in the performance of a material term of this Agreement and only after providing written notice to TOWN of default setting forth the nature of the default and the actions, if any, required by TOWN to cure such default and, where the default can be cured, TOWN has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

7.6 Informal Resolution. During the administration and implementation of this Agreement, the parties recognize that good faith disagreements may arise between TOWN staff and OWNER. In the event that a dispute arises, the Parties will meet and confer in a good-faith attempt to resolve the dispute.

8. THIRD PARTY LITIGATION.

8.1 General Plan Litigation. TOWN has determined that this Agreement is consistent with its Comprehensive General Plan, as such called General Plan exists as of the Effective Date (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with TOWN’s determination.

TOWN shall have no liability in damages under this Agreement for any failure of TOWN to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law.

8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless TOWN, its agents, officers and employees from any claim, action or proceeding against TOWN, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. TOWN shall promptly notify OWNER of any such claim, action or proceeding, and TOWN shall cooperate in the defense. If TOWN fails to promptly notify OWNER of any such claim, action or proceeding, or if TOWN fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless TOWN. TOWN may in its discretion participate in the defense of any such claim, action or proceeding.

8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold TOWN, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole negligence or sole willful misconduct of TOWN. OWNER shall defend, at its expense, including attorneys’ fees, TOWN, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. TOWN may in its discretion participate in the defense of any such legal action.

8.4 Environment Assurances. OWNER shall indemnify and hold TOWN, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, TOWN, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. TOWN may in its discretion participate in the defense of any such action.

8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, TOWN reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend TOWN hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER

shall reimburse TOWN forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor.

8.6 Survival. The provisions of this Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement.

9. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. TOWN acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. TOWN will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the TOWN in the manner specified herein for giving notices, shall be entitled to receive written notification from TOWN of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If TOWN timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, TOWN shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by TOWN, the performance thereof shall continue to be a condition precedent to TOWN’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

10. MISCELLANEOUS PROVISIONS.

10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the San Bernardino County Recorder by the Town Clerk within ten (10) days of TOWN’s entry into this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the TOWN terminates or modifies the agreement as provided for herein and in Government Code Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the Town Clerk shall have notice of such action recorded with the San Bernardino County Recorder.

10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.

Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth therein, are essential elements of this Agreement and TOWN would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

10.6 Singular and Plural. As used herein, the singular of any word includes the plural.

10.7 [Intentionally Omitted.]

10.8 Time is of the Essence. Time is of the essence in the performance of .the provisions of this Agreement as to which time is an element.

10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years.

10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Bernardino, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private

development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between TOWN and OWNER is that of a government entity regulating the development of private property and the owner of such property.

10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The Town Manager may delegate his or her powers and duties under this Agreement to an Assistant Town Manager or other management level employee of the TOWN.

10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by TOWN of its power of eminent domain.

10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638).

10.20 Estoppel Certificate. Within thirty (30) days following a written request by any of the parties, the other party shall execute and deliver to the requesting party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a

conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. OWNER shall pay to TOWN all costs incurred by TOWN in connection with the issuance of estoppel certificates under this Section 10.20 prior to TOWN’s issuance of such certificates.

10.21 Authority to Execute. The person or persons executing this Agreement on behalf of a party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind that party to the performance of its obligations hereunder.

10.22 Attorneys’ Fees. If either Party files any action or brings any action or proceeding against the other pertaining to the interpretation or enforcement of this Agreement, then the prevailing Party will recover as an element of its costs of suit and not as damages its costs of suit, expert fees, consultant costs, and reasonable attorneys’ fees as fixed by the Court.

IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]

SIGNATURE PAGE
TO DEVELOPMENT AGREEMENT NO. 2026-003
APPLE 84 LLC,
a Delaware limited liability company
By: _____________________________________
Name and Title: _____________________________________

Date: ___________________

TOWN OF APPLE VALLEY,
a California municipal corporation
By: ______________________________________
Scott Nassif, Mayor
Date: ___________________
ATTEST:

By: ______________________________________
Kiel E. Mangerino, Acting Town Clerk
APPROVED AS TO FORM:

By: ______________________________________
Thomas Rice, Town Attorney

ACKNOWLEDGMENT
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.

State of California
County of )
On before me,
______________________________
_______
(insert name and title of the officer)
personally appeared
_________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacities(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

ACKNOWLEDGMENT
A notary public or other officer completing
this certificate verifies only the identity of
the individual who signed the document to
which this certificate is attached, and not
the truthfulness, accuracy, or validity of
that document.

State of California
County of )
On before me,
______________________________
_______
(insert name and title of the officer)
personally appeared
_________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacities(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

Exhibit “A” — Legal Description of the Property
For APN/Parcel ID(s): 0469-162-24-0000, 0469-162-27-0000, 0472-211-01-0000, 0472-211-02-0000,
0472-211-09-0000, 0472-211-10-0000, 0472-211-11-0000, 0472-211-19-0000, 0472- 211-20-0000 and 0472-301-01-0000

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF APPLE

VALLEY, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL A:

PARCEL 1 OF PARCEL MAP NO. 2580, IN THE TOWN OF APPLE VALLEY, COUNTY

OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 22, PAGE 95 OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN: 0469-162-24-0-000
PARCEL B:

PARCEL 4 OF PARCEL MAP NO. 2580, AS PER PLAT RECORDED IN BOOK 22, PAGE 95 OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN: 0469-162-27-0-000
PARCEL C:

THAT PORTION OF SOUTH ½ OF THE SOUTH ½ OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 24, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN

BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO,

STATE OF CALIFORNIA, LYING NORTHWESTERLY OF THE NORTHWESTERLY

LINE OF STODDARD WELLS ROAD, AS CONVEYED TO THE COUNTY OF SAN BERNARDINO BY DEED RECORDED IN BOOK 2316, PAGE 297 OF OFFICIAL

RECORDS AND EASTERLY OF THE EASTERLY LINE OF THE FOLLOWING DESCRIBED PROPERTY: COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHEAST ¼ OF SECTION 24, TOWNSHIP 6 NORTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, THENCE WEST 1046.77 FEET TO THE

CENTER LINE OF STODDARD WELLS ROAD AND THE TRUE POINT OF BEGINNING; THENCE NORTH 334.49 FEET; THENCE EAST 389.00 FEET; THENCE SOUTH 226.93 FEET TO THE CENTER LINE OF STODDARD WELLS ROAD;

THENCE SOUTHWESTERLY ALONG THE CENTER LINE OF STODDARD WELLS ROAD, 404.01 FEET TO THE TRUE POINT OF BEGINNING.

APN: 0472-211-01-0-000
PARCEL D:

BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST ¼ OF SECTION 24, TOWNSHIP 6 NORTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, THENCE WEST 1046.77 FEET TO THE CENTER OF STODDARD WELLS ROAD AND THE TRUE POINT OF BEGINNING; THENCE NORTH 334.49 FEET; THENCE EAST 389.00 FEET; THENCE SOUTH 226.93 FEET TO THE CENTER LINE OF STODDARD WELLS ROAD; THENCE SOUTHWESTERLY ALONG THE CENTER LINE OF STODDARD WELLS ROAD 404.01 FEET TO THE TRUE POINT OF BEGINNING. EXCEPTING ANY PORTION LYING WITHIN STODDARD

WELLS ROAD AS CONVEYED TO THE COUNTY OF SAN BERNARDINO BY DEED RECORDED IN BOOK 2316, PAGE 297 OF OFFICIAL RECORDS.

APN: 0472-211-02-0-000
PARCEL E:

PARCEL 1 OF PARCEL MAP 31, AS PER MAP RECORDED IN BOOK 1, PAGE 17 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 0472-211-09-0-000
PARCEL F:

PARCEL 2 OF PARCEL MAP 31, AS PER PLAT RECORDED IN BOOK 1, PAGE 17 OF PARCEL MAPS, RECORDS OF SAID COUNTY.

APN: 0472-211-10-0-000
PARCEL G:

THE NORTH ½ OF THE SOUTH ½ OF THE SOUTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 24, TOWNSHIP 6 NORTH, RANGE 4 WEST, SAN BERNARDINO BASE

AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL PLAT OF SAID LAND ON FILE IN THE DISTRICT LAND OFFICE.

APN: 0472-211-11-0-000
PARCEL H:

THE EAST ½ OF THE NORTHEAST ¼ OF THE NORTHEAST ¼ OF SECTION 24, TOWNSHIP 6 NORTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY.

APN: 0472-211-19-0-000
PARCEL I:

PARCEL 1 OF PARCEL MAP 1663, AS PER MAP RECORDED IN BOOK 15, PAGE 26

OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 0472-211-20-0-000
PARCEL J:

THE WEST ½ OF THE NORTHWEST ¼ OF THE NORTHWEST ¼ OF SECTION 19, TOWNSHIP 6 NORTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN,

ACCORDING TO UNITED STATES GOVERNMENT TOWNSHIP PLAT APPROVED BY THE SURVEYOR GENERAL DATED SEPTEMBER 9, 1919.

APN: 0472-301-01-0-000
PARCEL K:

AN EASEMENT FOR ROAD PURPOSES OVER AND ACROSS THE NORTHERLY 30 FEET AND OVER AND ACROSS THE SOUTHERLY 30 FEET OF THAT PORTION LYING WEST OF STODDARD WELLS ROAD OF THE EAST ½ OF THE
NORTHWEST ¼ OF THE NORTHWEST ¼ AND THE NORTHEAST ¼ OF THE NORTHWEST ¼ OF SECTION 19, TOWNSHIP 6 NORTH, RANGE 3 WEST, SAN

BERNARDINO BASE AND MERIDIAN, ACCORDING TO UNITED STATES

GOVERNMENT TOWNSHIP PLAT APPROVED BY THE SURVEYOR GENERAL DATED SEPTEMBER 9, 1919.

Exhibit “B” — Map showing Property and its location

Exhibit “C” — Existing Land Use Regulations
The project complies with all applicable development standards and regulations per Table 9.35.040-A for the C-R zone, as shown in the below Development Standards compliance chart.

Requirement
category Sub-category (if any) Requirement (C-R zone) Proposal Lot Area 10,000 SF min. 92.73 acres
Building
Setbacks
Front 35’ from collector, 45’
from major roadway min.

Main bldg.: 250 feet
Guard shacks: 369’/66’
Side 30’ min. Main bldg.: 257 feet
Guard shacks: 478’/216’
Street Side 30’ min. Main bldg.: 303 feet
Rear 30’ min. Main bldg.:135 feet
Building Height 100’ max. 55 feet
Fence and Wall
heights
In clear-sight triangle 30” max. None proposed in clear sight triangles
In front/street side setback 42” max. None proposed in setback areas
All other locations 96” max. 96” fences proposed
Outdoor storage Allowed None proposed
Landscaping
total coverage 10% min. 844,246 SF (21%)
Front width 15 ft min. 40’-5”
Sides width 0 40’-5”
Rear width 0 75 feet
F.A.R. 1.0 max. 0.34
Lot coverage No maximum 33.8%

Exhibit “D” — Infrastructure Improvements
All public improvements included in Vesting Tentative Parcel Map No. 21034 and the Conditions of Approval included in Development Permit – Major Project No. 2025-013 are required to be completed, including but not limited to the following:

Streets
EC3. All streets abutting the development shall be improved a minimum half-width of 28 feet with curb, gutter, and sidewalk on the development side.

EC4. Stoddard Wells Road adjacent to the property shall be improved to the Town's halfwidth Major Divided Arterial Street standards.

EC5. Wrangler Road adjacent to the west boundary of the property shall be improved to the Town's half-width Secondary Street standards.

EC6. Johnson Road adjacent to the north boundary of the property shall be improved to the Town's half-width Industrial/Commercial Local Street standards.

EC19. A traffic signal shall be installed at the intersection of Wrangler Road and Stoddard Wells Road. All recommendations included in the Urban Crossroads Traffic Impact Analysis dated September 10, 2025, “1.5 Recommendations” shall be required.

EC21. All traffic mitigation measure required by Caltrans shall be constructed or required as approved by Caltrans.

EC22. All traffic mitigation measures recommended by the Urban Crossroads Traffic Impact Analysis, dated September 10, 2025, listed on “Table 6.1. Project Fair Share Calculations”, shall be required as approved by the Town Engineer, prior to final occupancy.

Water
LU1. Offsite water mains do not exist on Stoddard Wells Road and on Wrangler Road fronting this development. Water mains must be extended to provide fire protection for this development in accordance with Apple Valley Fire Protection District's conditions.

LU2. Water main extension contract between the developer and Liberty Apple Valley is required and must comply with Rule 15 of the California Public Utilities Commission.

Subject to the terms of the contract, the cost of facilities installed as advances will be reimbursed to the developer at 2.5 percent per year for 40 years with no interest.

LU3. Extend 20" diameter pipeline about 2,800 feet along Wrangler Road and approximately 3.5 miles along Stoddard Wells Road to the east connecting to existing main on Johnson Road near Walmart Distribution Center.

LU4. Off-site fire hydrants are required to be located in accordance with Apple Valley Fire Protection District's requirements and installed per Liberty Apple Valley standard drawings.

LU6. Fire service lines are required for this development and shall be installed in accordance with Apple Valley Fire Protection District’s conditions and shall comply with Rule 16 of the California Public Utilities Commission. Approved and tested customer owned backflow protection devices are required.

Sewer
PW2. Sewage disposal shall be by connection to the Town of Apple Valley sewer system.

Sewer
extension shall be required. Plans must be approved by the Town of Apple Valley Public Works
Department and Victor Valley Wastewater Reclamation Authority.

PW3. Six (6) inch sewer lateral required.

1107 9th Street, Suite 360 ◼ Sacramento CA 95814 ◼ 916-538-6091 Apple Valley 84 Extension
Town of Apple Valley, California
Economic and Fiscal Impact Analysis
November 12, 2025

APPLE VALLEY 84 EXTENSION

ECONOMIC AND FISCAL IMPACT ANALYSIS

ABOUT ANDREW CHANG & COMPANY
Andrew Chang & Company works with clients to achieve tangible results by combining best-in-class research and analyses with unique insights into business operations, public policy, and government operations to help frame and solve business and public policy problems. Using advanced economic, statistical, and business techniques, we provide strategy and operations consulting to Fortune 1000 firms to improve their top and bottom lines. Also, consultants at Andrew Chang & Company have significant experience providing policy, economic, fiscal, and operations consulting for public sector agencies and non-profit organizations to shape policies and government operations at the federal, state, and local levels. Their experience covers a host of clients and industries including:
▪ General business & infrastructure;
▪ Health and human services;
▪ Federal, state and local government;
▪ Military & aerospace;
▪ Energy & natural resources; and
▪ Education.

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ECONOMIC AND FISCAL IMPACT ANALYSIS

TABLE OF CONTENTS

1. Key Findings ..................................................................................................................................4

2. Introduction ..................................................................................................................................5

3. Study Approach.............................................................................................................................7

4. Construction Costs........................................................................................................................8

5. Revenue from Operations.............................................................................................................9

6. Total Direct Spend.......................................................................................................................10

7. Employment Impact....................................................................................................................11

8. Personal Earnings Impact............................................................................................................12

9. Output Impact.............................................................................................................................13

10. Tax Revenue to the Town ...........................................................................................................14

11. Conclusion...................................................................................................................................15 Appendix A – Direct Spend Methodology ........................................................................................16 Appendix B – Employment, Personal Earnings, & Output Methodology.........................................19 Appendix C – Tax Revenue Scope & Methodology ..........................................................................20 Appendix D – Multipliers..................................................................................................................25

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1. KEY FINDINGS
▪ The proposed project is expected to inject approximately $1.8 billion cumulatively into the local economy by 2030 as a result of construction and ongoing tenant operations in the project facilities.
▪ As a result of the direct infusion of monies, approximately 1,800 permanent jobs are expected to be created annually within the local economy both directly and indirectly as a result of tenant operations.
▪ The proposed project is expected to generate approximately $340 million in Town residents’ personal earnings cumulatively by 2030.
▪ The proposed project is expected to generate approximately $1.9 billion in cumulative economic output by 2030.
▪ The Town is projected to collect approximately $11.7 million in additional sales and property taxes by 2030 as a result of the proposed project.

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2. INTRODUCTION
The Town of Apple Valley is located in the southwest region of San Bernardino County, California.

Covington Development Partners, LLC., a national real estate development and investment company, submitted its application to the Town to develop an additional warehouse to supplement the 3 planned warehouses that were submitted in 2022. The Apple Valley 84 Extension is approximately 1,381,412 square feet (sq. ft.) The site will be developed east of Apple Valley 143. and the I-15 and north of Stoddard Wells Road, on the border of Apple Valley and Victorville, CA, as shown in Figure 2.1.

Figure 2.1
Apple Valley 84 Site Map

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ECONOMIC AND FISCAL IMPACT ANALYSIS

To better inform interested parties, Covington Development Partners retained Andrew Chang & Company, Inc. to assess the economic and fiscal impact of the proposed development on the Town of Apple Valley. Specifically, this study analyzes the impact of the construction and the ongoing operations of the proposed project on the Town’s general fund revenues. In addition, this study also assesses the economic impact of the project on the Town, including the employment, personal earnings and economic output. Key questions addressed in this study include:
▪ What is the fiscal impact to the Town’s General Fund revenues on a one-time and ongoing basis?
▪ What is the total (direct and indirect) impact of the initiative on employment in the region on a one-time and ongoing basis?
▪ What is the total (direct and indirect) impact of the initiative on economic output on a onetime and ongoing basis? ▪ What is the total (direct and indirect) impact to the personal earnings of Town residents on a one-time and ongoing basis?

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3. STUDY APPROACH
This study relies on generally accepted principles of public policy analysis, public finance, economics, and mathematics to construct cash flow/direct spend and economic models specific to the proposed projects. The models are constructed using publicly available information, market data and project information provided by the developer. The model constructions and assumptions made are documented in the appendix of this report.

To assess the economic impact of the proposed project, regional input-output multipliers were utilized to quantify the direct and indirect effects of the new monies put into the local economy from construction of the facilities and their on-going operations. The economic multiplier approach is a common and generally accepted means of assessing the economic impact of new development scenarios.

This approach assesses the full effects (both direct and indirect) of injecting new monies into the local economy. The extra spending from new business operations generally leads to more income, which leads to more consumption and monies being circulated throughout the economy. The multiplier effect refers to the increase in final economic activity arising from the new injection of spending within an economic region. The multipliers used in this study were obtained from the United State (U.S.) Bureau of Economic Analysis for San Bernardino County and were adjusted to isolate the impacts to the Town of Apple Valley.

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4. CONSTRUCTION COSTS
Table 4.1 exhibits the breakdown of the development. Construction is assumed to begin in 2026 and the building will be fully operational by 2027.

Table 4.1
Site Development Description
(Square Feet)
Table 4.2 exhibits the construction budget for the proposed facility provided by Covington Development Partners. The estimated construction costs for the project are $95 per sq. ft. based on a survey of current warehouse construction costs of in the western U.S. (See Appendix A – Direct Spend Methodology).

Table 4.2
Estimated Site Development Costs
Please note that estimates of per foot construction costs represent the lower end the range and are likely conservative. If actual construction costs are higher, which may be likely, the economic impacts for development would increase proportionately.

FACILITY TYPE TOTAL
Warehouse 1,381,412

DESCRIPTION TOTAL
Acquisition $11,000,000
Developer Fees $ 8,130,000
Construction $130,000,000
Total $152,000,000

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ECONOMIC AND FISCAL IMPACT ANALYSIS

5. REVENUE FROM OPERATIONS
Based on its experience with other industrial warehouse clients, Andrew Chang & Company assumes that 20% of warehouse space will be used for taxable retail sales purposes through traditional e-commerce taxes or as an e-commerce marketplace facilitator.

To calculate the operating revenues of the project, Andrew Chang & Company surveyed per sq. ft. revenue estimates from 10-K forms of top value-added retailers in the U.S. (See Appendix A – Direct Spend Methodology). Actual revenues per sq. ft. are highly dependent on the specific nature and operations of the specific tenants; factors influencing revenues include, but are not limited to, the type and value of products that are being warehoused or retailed, whether the tenant maintains point of sales operations, whether the tenant maintains operations that could deem the site an e-commerce facilitator, number of shifts per operation, and product throughput.

Inasmuch, the analysis represented in this case reflects the impact from typical tenants within the warehousing and retail industries and economic conditions, but actual impact may vary. The revenue estimates shown in Table 5.1 are representative of the general warehousing and retailing industries and assumes that the proposed project would operate and financially perform in a manner similar to others in those industries. Additional details regarding how the revenues per sq. ft. were calculated are detailed in Appendix A – Direct Spend Methodology.

Table 5.1
Estimated Revenues from Operations
($ Millions)
As shown in Table 5.1, revenues from tenants are assumed to be fully operational by 2027. Cumulative revenues from operations during that time period are expected to total $1.8 billion.

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6. TOTAL DIRECT SPEND
The direct spend is the total influx of new cash as a result of the construction and ongoing operations of the proposed project. The estimates for total direct spend through 2030 is shown in Table 6.1.

Table 6.1
Estimated Total Direct Spend
($ Millions)
The local economy will benefit from approximately $1.8 billion in direct spend by 2030. Direct spend within the community will be driven by construction in 2026 and by tenant operations of the new facility beginning in 2027. Details regarding the direct spend analysis are cited in Appendix A – Direct Spend Methodology.

As these new monies from construction and ongoing operations ripple through the economy, it creates new jobs both directly on the project site as well as indirectly in the surrounding community. Moreover, these economic activities will generate additional tax revenues for the Town. The next sections will provide estimated economic and fiscal benefits to the Town.

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7. EMPLOYMENT IMPACT
The development of the proposed project is expected to support 400 temporary jobs from construction and 1800 permanent direct and indirect jobs from operations.

Figure 7.1
Job Supported by Project Construction and Operations
(Jobs)
Appendix B – Employment, Personal Earnings, & Output Methodology details the methodology used to calculate additional jobs within the Town.

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8. PERSONAL EARNINGS IMPACT
The economic activity generated by construction and ongoing operations of the tenants will increase the personal earnings of Town residents as the monies generated from the activities circulates through the local economy. The proposed project is projected to increase the earnings of local residents by $20 million as a result of the construction activities. The business activities of the facility are expected to increase earnings of Town residents by $80 million on a sustained basis beginning in 2027. The cumulative earnings are expected to be approximately $340 million between 2026 and 2030.

Figure 8.1
Personal Earnings Supported by Project Construction and Operations ($ Millions)
Appendix B – Employment, Personal Earnings, & Output Methodology details the methodology used to calculate earnings in this study.

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9. OUTPUT IMPACT
The new monies introduced to the Town as a result of the new construction and new business activity taking place will also increase the economic output of the region. Economic output is a measurement of value created through the commercial activity and is akin to Gross State Product (GSP) and Gross Domestic Product (GDP) at the local level. The construction and ongoing business activity of the proposed project is projected to increase the Town’s economic output by $1.9 billion cumulatively by 2030. Construction activities will result in approximately $120 million of economic output in 2026.

Operations of the tenants are slated to start in 2027 and is expected to increase the economic output within the Town by $450 million on an ongoing basis, as shown in Figure 7.1.

Figure 9.1
Economic Output Supported by Project Construction and Operations ($ Millions)
Appendix B – Employment, Personal Earnings, & Output Methodology details the methodology used to calculate additional economic activity within the Town.

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10. TAX REVENUE TO THE TOWN
This study reviewed the most recent budget for the Town and identified four tax categories that will be impacted by the proposed project. The following tax categories will provide General Fund revenue to the Town:
▪ Property tax;
▪ One-time sales tax from construction of the Project;
▪ Ongoing sales tax from project operations; and
▪ Ongoing sales tax from increased Town resident earnings.

The proposed project will produce approximately $11.7 million in property and sales tax revenues cumulatively for the Town between 2026 and 2030, as shown in Table 10.1. The Town can obtain sales tax as a result of materials purchased during construction, point of sales activities of tenant operations, and additional spending as a result of increased earnings.

Table 10.1
Town Tax Revenue
($ Thousands)
2026 2027 2028 2029 2030 Total
Property Tax $86 $161 $165 $168 $171 $751
Sales Tax
Construction $610 -- -- -- -- $610
Retail Operations -- $2,085 $2,085 $2,085 $2,085 $7,297 Earnings $164 $457 $457 $457 $457 $1,765
Total $860 $2,703 $2,707 $2,710 $2,713 $11,693
Appendix C – Tax Revenue Scope & Methodology details the methodology used for calculating each tax category total.

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11. CONCLUSION
The proposed project stands to provide meaningful benefits to the Town of Apple Valley community.

The proposed project is expected to inject approximately $1.8 billion into the community cumulative by 2030. This additional direct spend is expected to stimulate economic activity and support 1,800 jobs directly and indirectly in the Town. The proposed project is also expected to increase personal earnings by approximately $340 million by 2030. Additionally, the proposed project is projected to support $11.7 million in property and sales tax collections cumulatively by 2030.

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2 3 3
5 9
3 8
5 3
1 Cost
Frequency
Appendix A – Direct Spend Methodology
The direct spend analysis for the project is comprised of two components:
▪ Dollars spent in the construction of the facilities; and ▪ Revenue through on-going operations of the proposed project.

Andrew Chang & Company surveyed current market estimates1,2,3to validate the per sq. ft. construction cost estimate provided by Covington Development Partners (See Table A.1). Per sq. ft. cost estimates for ongoing operations revenues are based on a survey of top retailers in the U.S. (See Table A.2). The construction cost and revenue per sq. ft. estimates were factored by the project’s total active sq. ft. (i.e., sq. ft. currently being utilized/occupied by a tenant). Additional details regarding the methodology used to derive each revenue estimate are listed in Flowchart A.1.

Table A.1
Warehouse Construction Cost Per Square Foot in Western United States 1 Shetty, Anush. “U.S. Construction Costs Per Square Foot.” Cumming Insights, 24 March 2022, https://ccorpinsights.com/costs-per-square-foot/. Accessed 28 April 2022. 2 Sewell, Cathy. “RLB Construction Cost Report North Americas Q1 2022.” RLB, 31 March 2022, https://www.rlb.com/americas/in
3 “U.S.: warehouse construction cost 2022, by city.” Statista, 6 May 2022, https://www.statista.com/statistics/830417/construction-costs-of-industrial-warehouses-in-us-cities/. Accessed 28 April 2022.

Covington’s Cost

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Table A.2
Retailer Revenue per Sq. Ft. from U.S. Operations
RETAILER TOTAL SQ. FT.

TOTAL REVENUE FROM
U.S. OPERATIONS

RETAIL REVENUE
PER SQ. FT.

WAREHOUSE REVENUE
PER SQ. FT.

CVS4 90,500,000 $303,510,196,809 $3,354 $838
Costco Wholesale5 83,200,000 $146,915,846,402 $1,766 $441 Walgreens6 121,027,500 $116,375,828,345 $962 $240
Kroger7 179,000,000 $143,268,873,879 $800 $200
Median $720.50 $180
Albertsons8 113,000,000 $72,409,964,088 $641 $160
Home Depot9 329,000,000 $144,341,146,142 $439 $110
Lowes10 250,128,000 $100,006,012,929 $400 $100
Target11 300,284,000 $110,141,687,279 $367 $92
4 “CVS Health Corporation, Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000064803/000006480322000008/cvs-20211231.htm. Accessed 28 April 2022.
5 “Costco Wholesale Corporation, Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000909832/000090983221000014/cost-20210829.htm. Accessed 28 April 2022.
6 “Walgreens Boots Alliance, Inc., Form 10-K”, SEC.gov, https://www.sec.gov/Archives/edgar/data/0001618921/000161892121000085/wba-20210831.htm. Accessed 28 April 2022.
7 “The Kroger Co., Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000056873/000155837022004595/kr-20220129x10k.htm. Accessed 28 April 2022.
8 “Albertsons Companies, Inc., Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000056873/000155837022004595/kr-20220129x10k.htm. Accessed 28 April 2022.
9 “Home Depot, Inc., Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000354950/000035495022000070/hd-20220130.htm. Accessed 28 April 2022.
10 “Lowes Companies, Inc., Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000060667/000006066722000038/low-20220128.htm. Accessed 28 April 2022.
11 “Target Corporation, Form 10-K”, SEC.gov,
https://www.sec.gov/Archives/edgar/data/0000027419/000002741922000007/tgt-20220129.htm. Accessed 28 April 2022.

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Flowchart A.1
Direct Spend Methodology
Notes
(1) Construction cost per sq. ft. provided by Covington Development Partners. (2) Median revenue per sq. ft. estimates similar to those of top retailers in the U.S. (Table A.2). (3) The U.S. consumer price index (CPI)12 is used to convert the 2015 revenue estimates to a projected 2024 value.
12 “Inflation | Department of Finance.” Department of Finance, https://dof.ca.gov/forecasting/economics/economic-indicators/inflation/. Accessed 26 July 2022.

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Appendix B – Employment, Personal Earnings, & Output Methodology The economic and fiscal impact analysis includes the total impact in increased employment, personal earnings, and economic output to the Town. The approach factored the direct spend of the project with the correlating final demand multiplier (i.e., industry specific multipliers for construction, warehousing, commercial office, and retail) for employment, earnings, and output to calculate the economic and fiscal impact.

Flowchart B.1
Employment, Earnings, & Output Methodology
Notes
(1) Direct spend as calculated in Appendix A – Direct Spend Methodology. (2) The final demand regional multipliers (RIMS II) for San Bernardino County, produced by the U.S.

Bureau of Economic Analysis, as adjusted for the Town of Apple Valley (See Appendix D – Multipliers).

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Appendix C – Tax Revenue Scope & Methodology
The 2021-22 Town of Apple Valley Annual Budget was analyzed to determine potential revenue to the Town from the proposed project through taxes and fees. Based on the analysis of the Town’s revenues, it was concluded that the following recurring taxes should be positively impacted by the proposed project:
▪ Sales tax; and
▪ Property taxes.

An overview of the calculation for each tax impact is outlined below.One-Time Sales Tax One-Time Sales Tax
One-time sales tax revenue is composed of two components:
▪ Sales tax revenues from the cost of materials during construction; and ▪ Sales tax revenue from the increase in personal earnings.

Sales tax revenues from the cost of materials are found by factoring the cost of materials estimated at 50% of the total construction cost, per industry standards,13,14 by the statutory Town tax rate. Sales tax revenue on earnings is found by first factoring the total construction costs as provided by Covington with the earnings multiplier produced by the U.S. Bureau of Economic Analysis (BEA)15 in order to find the increase in personal earnings resulting from construction of the proposed project. Those earnings are then factored by the effective sales tax rate16 to find the one-time sales tax revenue. See Flowchart C.1 below for a graphical representation for this approach. 13 “CLMA Project Labor Cost Allocation,” Construction Labor Market Analyzer, 2016, http://myclma.com/wpcontent/uploads/2015/02/CLMA-Allocation-of-Project-Cost-2014Oct27.pdf. 14 Hedley, George, “Construction Labor Costs – 5 Percent Factor,” Construction Business Owner, Accessed May 11, 2016, http://www.constructionbusinessowner.com/topics/accounting/accounting-finance/construction-laborcosts-5-percent-factor. 15 “Regional Multipliers,” U.S. Bureau of Economic Analysis, Series: 2012 U.S. Annual I-O Data and 2020 Regional Data. Region: San Bernardino County, CA.
16 See “Effective Sales Tax Calculation” at the end of this Appendix (Appendix C – Tax Revenue Scope & Methodology).

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Flowchart C.1
One-Time Sales Tax Methodology
Notes
(1) Construction costs as calculated in Appendix A – Direct Spend Methodology. (2) Cost of materials estimated at 50% of total construction costs as provided by the applicant per industry standards.17, 18
(3) Town’s statutory sales tax rate taken from Town’s adopted budget FY 2021-23. (4) Personal earnings as calculated in Appendix B – Employment, Personal Earnings, & Output Methodology.
(5) See “Effective Sales Tax Calculation” at the end of Appendix C – Tax Revenue Scope & Methodology for methodology.
17 “CLMA Project Labor Cost Allocation,” Construction Labor Market Analyzer, 2016, http://myclma.com/wpcontent/uploads/2015/02/CLMA-Allocation-of-Project-Cost-2014Oct27.pdf. 18 Hedley, George, “Construction Labor Costs – 5 Percent Factor,” Construction Business Owner, Accessed May 11, 2016, http://www.constructionbusinessowner.com/topics/accounting/accounting-finance/construction-laborcosts-5-percent-factor.

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On-Going Sales Tax from Operations
On-going sales tax revenue is composed of local sales tax revenue from ongoing retail operations.

See Flowchart C.2 below for a graphical representation for this approach.

Flowchart C.2
On-Going Sales Tax Methodology
Notes
(1) Operations revenue as calculated in Appendix A – Direct Spend Methodology. (2) Town’s statutory sales tax rate taken from Town’s adopted budget FY 2021-23.

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Property Tax
According to Town of Apple Valley, California Annual Comprehensive Financial Report, the Town retains roughly 1% of a property’s assessed value as property tax revenue. Property tax revenue for the proposed project is found by factoring the assessed property value as provided by the applicant, taking into account the 2% growth in value per year, by the 1% tax rate. See Flowchart C.3 below for a graphical representation of this approach.

Flowchart C.3
Property Tax Methodology
Notes
(1) Acquisition prices provided by Covington.
(2) Town’s statutory property tax rate obtained from The Town of Apple Valley Annual Comprehensive Financial Report 202119
19 https://www.applevalley.org/home/showpublisheddocument/32371/637916163812470000 Construction
costs
Acquisition price
(1)
Assessed value Statutory property tax rate
for Town of Apple Valley
(2)
Property tax
revenue
+
*
Construction
cost per square
foot
Building
square footage
*
Developer fees
+

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Effective Sales Tax Calculation
The effective tax rate is the ratio of sales tax revenues over personal earnings for the Town. In order to produce an effective sales tax rate for this study, Andrew Chang & Company determined the total income of Town residents by factoring the estimated population and the estimated per capita income for the Town for 2021

20. The 2021 Town sales tax revenue, as provided by the Adopted Fiscal Year 2022 Budget21, is divided by the total income of Town residents to produce an effective sales tax rate. See the equation below.
20//www.census.gov/quickfacts/fact/table/applevalleytowncalifornia/PST045221 21 https://www.applevalley.org/home/showpublisheddocument/32371/637916163812470000 ___$9,194,000___ = 0.47%
(76,224) x ($25,655)
____2021 City Sales Tax Revenue Actuals____ =
(Est. 2021 City Population) x (Est. 2021 per Capita Income)

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Appendix D – Multipliers
This study uses the most recent regional RIMS II multipliers produced by the U.S. Bureau of Economic Analysis for San Bernardino County, adjusted to reflect the Town of Apple Valley, in order to determine the direct and indirect changes in output, earnings, and employment as a result of the proposed project. The industry-specific multipliers used for this study are listed below in Tables D.1, D.2, and D.3.

Table D.1
RIMS II Final Demand Multipliers

TYPE OF TAX SAN BERNARDINO

COUNTY BASE YEAR

FINAL DEMAND

MULTIPLIERS

SAN BERNARDINO

COUNTY CURRENT

YEAR FINAL DEMAND

MULTIPLIERS

TOWN OF APPLE

VALLEY ESTIMATED

DIRECT EFFECT

TOWN OF APPLE

VALLEY ESTIMATED

INDIRECT EFFECT

TOWN OF APPLE

VALLEY ESTIMATED

TOTAL FINAL
DEMAND

MULTIPLIER
Jobs
Construction 6.7926 5.1938 3.0102 0.0656 3.0758
Warehousing and storage 7.1097 5.4363 3.1533 0.0686 3.2219 Lessors of nonresidential buildings 3.3849 2.5882 1.5170 0.0322 1.5492 General merchandise stores 10.6145 8.1162 5.6113 0.0752 5.6865 Earnings
Construction 0.4336 0.4336 0.2835 0.0045 0.2881
Warehousing and storage 0.3359 0.3359 0.1814 0.0046 0.1860 Lessors of nonresidential buildings 0.2595 0.2595 0.1802 0.0024 0.1826 General merchandise stores 0.3568 0.3568 0.2855 0.0021 0.2876 Output
Construction 1.7944 1.7944 1.0400 0.0227 1.0626
Warehousing and storage 1.8575 1.8575 1.0774 0.0234 1.1009 Lessors of nonresidential buildings 1.4138 1.4138 0.8287 0.0176 0.8462 General merchandise stores 1.5564 1.5564 1.0761 0.0144 1.0905

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Table D.2
RIMS II Direct Effect Jobs Multipliers
Construction 1.7254
Warehousing and storage 1.724
Lessors of nonresidential buildings 1.7061
General merchandise stores 1.4464
Table D.2
RIMS II Direct Effect Jobs Multipliers
Construction 1.5292
Warehousing and storage 1.8518
Lessors of nonresidential buildings 1.4403
General merchandise stores 1.2498

1 Apple Valley 84 Logistics Center
GPA 2024-001, ZC 2024-007, DCA 2024-001, DP 2025-013, TPM 21034, DA 2026-003 Agenda Report, Planning Commission, July 15, 2026
Planning Commission Agenda Report
DATE: July 15, 2026
TO: Planning Commission
CASE NUMBERS: General Plan Amendment (GPA) 2024-001, Zone Change (ZC) 2024-007, Development Code Amendment (DCA) 2024-001,
Development Permit (DP) 2025-013, Tentative Parcel Map (TPM) No. 21034, Development Agreement (DA) 2026-003.
.

APPLICANT: Apple 84, LLC
PROPOSAL: A General Plan Amendment, Zone Change, Development Code Amendment, Development Permit, Tentative Parcel Map and Development Agreement to construct a 1.38 million square foot e-commerce warehouse facility on a 93-acre project site.

LOCATION: The project site is bounded by future Wrangler Road to the west, vacant lands and future Johnson Road to the north, Stoddard Wells Road to the south and by vacant lands to the east (APNs 0472-211-01, -02, -03, -09, -10, -11, -17, -18, -19, -20, -21 and 0472-301-01).

ENVIRONMENTAL
DETERMINATION: An Environmental Impact Report was prepared pursuant to the California Environmental Quality Act (CEQA) to evaluate potential environmental impacts of the project
(SCH#2025100104). The EIR identifies mitigation measures that would minimize or eliminate potentially significant impacts. A Mitigation Monitoring and Reporting Program has been prepared for which mitigation measures will be implemented to avoid or substantially reduce environmental effects. Findings of Fact have been prepared to explain the Town’s conclusions as to potential environmental impacts. Significant and unavoidable impacts are identified in relation to Transportation (Vehicle Miles Traveled) and Greenhouse Gas Emissions, for which a Statement of
Overriding Considerations has been prepared.

CASE PLANNER: Richard Hirsch, Contract Senior Planner
RECOMMENDATION: That the Planning Commission open the public hearing and take testimony, and close the public hearing and,

2 Apple Valley 84 Logistics Center
GPA 2024-001, ZC 2024-007, DCA 2024-001, DP 2025-013, TPM 21034, DA 2026-003 Agenda Report, Planning Commission, July 15, 2026
A. Adopt a resolution recommending that the Town Council certify the Final Environmental Impact Report, adopt the Mitigation Monitoring and Reporting Program for the Apple 84 Project (SCH#2025100104), and adopt CEQA Findings of Fact and Statement of Overriding Considerations (Attachment 10); and, B. Adopt a resolution recommending that the Town Council approve General Plan Amendment 2024-001, Zone Change 2024-007, Development Code Amendment 2024-001 (Attachment 11); and,
C. Adopt a resolution recommending that the Town Council approve Development Permit 2025-013, and Tentative Parcel Map 21034 (Attachment 12); and, D. Adopt a resolution recommending that the Town Council approve Development Agreement 2026-003 (Attachment 13).

BACKGROUND
The applicant, Apple 84, LLC, submitted applications for General Plan Amendment and Zone Change in September 2024. Development Code Amendment and Tentative Map applications were submitted in September 2025 and a Development Permit application was submitted in December 2025. The developer and Town have also negotiated a Development Agreement. A similar project by the same developer, consisting of three buildings totaling approximately 2.5 million square feet was issued entitlements on the 143-acre property immediately to the west of the subject site in November 2023. That project is currently in process for a grading permit.

SITE DESCRIPTION AND SETTING
The 93-acre project site is located approximately one-half mile east of Interstate 15 and is comprised of twelve (12) contiguous legal parcels in the northwest part of the Town. It is bordered by Stoddard Wells Road to the south, future Johnson Road to the north, vacant lands to the east and vacant land to the west that is the future site of an approved warehouse facility. The project site is vacant and undeveloped, with evidence of light use and disturbance, including remnants of the concrete foundation of a previously removed structure in the south part of the site, illegal dumping, and several debris piles and other debris scattered across the site. The site is relatively flat, sloping gradually downward from northeast to southwest, with multiple stormwater paths traversing across the site toward culverts located under I-15. The site is sporadically covered by scrub brush and also has two live Western Joshua Trees.

The project site and surrounding area land use designations and uses are as follows:

Area General Plan Designations Zoning Districts Existing Land Uses Project Site Office Professional O-P Office Professional Vacant, undeveloped North Regional Commercial / C-R with I-N Industrial vacant, undeveloped

3 Apple Valley 84 Logistics Center
GPA 2024-001, ZC 2024-007, DCA 2024-001, DP 2025-013, TPM 21034, DA 2026-003 Agenda Report, Planning Commission, July 15, 2026
Estate Residential “eCommerce overlay”, R-E
Estate Residential
East Office Professional O-P Office Professional vacant, undeveloped West Regional Commercial C-R with I-N Industrial
“eCommerce overlay”
Currently under development
as warehouse facility
South Estate Residential R-E Estate Residential
Stoddard Wells Road, one
existing residence, vacant,
undeveloped
The “O-P” Office Professional zoning district is designed to accommodate professional offices, such as medical, business, and financial services. It often serves as a transitional buffer between high-traffic General Commercial (C-G) areas and residential zones. The O-P zone implements the General Plan Office Professional land use designation.

The existing residence located on the south side of Stoddard Wells Road is approximately 388 feet away from the project site.

PROJECT DESCRIPTION
The project proposes an e-Commerce warehouse facility. The building would be approximately 1.38 million square feet, with 15,000 square feet of office space and 231 loading dock doors lining the east and west walls. Other site improvements include 528 vehicle parking spaces and 901 truck trailer stalls. The building would have an open warehouse layout with the offices providing administrative functions. Interior clerestory height would be 42 feet.

A. Facility use
Business activities would be conducted primarily within the building except ingress/egress and circulation of trucks and passenger vehicles, loading/unloading of trailers and movement of materials around the site via forklifts, pallet jacks, yard hostlers and similar equipment. Business operations could potentially include “General light industrial”, “High Cube fulfillment center (non-sort)”, “High Cube Cold storage warehouse”, “General warehousing”, and numerous other uses of similar intensity. While no tenants have been identified at this time, future operations may generate up to approximately 1,156 employees, with three equal work shifts resulting in approximately 385 employees at any given time. Operations would be anticipated 24 hours per day, and seven days per week.

B. Site Access
A total of four driveways would be installed to access the site, including two from Wrangler Road, a right in/right out to Stoddard Wells Road and one driveway from Johnson Road.

Employee/visitor parking areas would be open to the public, however, access to the building’s truck courts and docks would be gated.

C. Parking

4 Apple Valley 84 Logistics Center
GPA 2024-001, ZC 2024-007, DCA 2024-001, DP 2025-013, TPM 21034, DA 2026-003 Agenda Report, Planning Commission, July 15, 2026
The project complies with all parking standards as identified in Code Chapter 9.72.

Detailed analysis of the parking calculations may be found in Attachment 9.

D. Landscaping and Irrigation
Landscaping is proposed along all four project perimeters, including extensive treatments abutting all three street rights-of-way. Landscaping includes approximately 670 new trees including a variety of drought-tolerant trees such as Afghan Pine and Mexican Palo Verde.

A large variety of native shrubs, smaller plants, groundcover and vines are proposed as well. Inert materials such as decomposed granite, boulders and river rock are also proposed to blend with the character of the surrounding natural setting. Landscaping is also proposed around the base of the building, in the parking field and throughout the site, generally. A water-efficient irrigation system is proposed, including extensive use of drip systems. No landscaping is proposed in the large gated truck court areas to the east and west of the building due to the use of those areas for large commercial semi-trucks.

E. Fencing and Gates
Eight-foot-tall decorative tubular steel fencing with pilasters spaced at 50 feet on center is proposed to enclose the truck courts on both the east and west sides of the building and around the rear of the building. Three sets of eight-foot steel tubular gates would be installed at truck entrances.

F. Stormwater facilities
Project stormwater drainage is designed to closely replicate the existing drainage patterns to minimize downstream impacts. Runoff would be collected by multiple catch basins located throughout the site and directed to an on-site underground infiltration system located in the southern section of the site. Prior to entering the infiltration system, stormwater would pass through hydrodynamic separator units for pre-treatment, ensuring removal of debris and pollutants. Once the system reaches maximum storage capacity, excess runoff would overflow through two on-site 36-inch storm drains and discharge into a new 60-inch public storm drain at Wrangler Road. From there, overflow would be conveyed downstream to the Bell Mountain Wash, Mojave River, then to Silver Lake, and ultimately to Soda Lake. The on-site underground system would be sized to accommodate peak storm detention for a 100-year storm event. A preliminary Water Quality Management Plan has been prepared.

G. Utilities
The Project would connect to water and sewer mains within Wrangler Road along the west perimeter of the site. No off-site utility improvements are proposed as part of the Project, which would be served by the off-site utilities that were analyzed as part of the Covington Apple Valley 143 project.

Electrical power is provided by Southern California Edison (SCE) and natural gas service