Agenda packet, regular meeting, first session — Palmdale City Council, January 22, 2025 (part 5 of 6)

August 5, 2024
Recommended Potentially Feasible Mitigation Measure(s):

Recommendation #3: Crotch’s Bumble Bee Discussion – The EIR should be revised to provide a discussion on habitat suitability for Crotch’s bumble bee within and adjacent to the Project site. The discussion should also disclose the Project’s potential direct and indirect impacts on Crotch’s bumble bee. If the Project may impact Crotch’s bumble bee, the EIR should provide measures to minimize, and/or mitigate potential impacts to Crotch’s bumble bee as well as habitat supporting the species. The discussion should be of a depth and scope that a CESA Incidental Take Permit can be issued based on the analysis provided in the EIR.

Recommendation #4: CEQA – CDFW’s issuance of an ITP for a Project is subject to CEQA. As a Responsible Agency, CDFW may consider the CEQA document from the lead agency/Project proponent for the Project. However, additional documentation may be required as part of an ITP application for the Project in order for CDFW to adequately develop an accurate take analysis and identify measures that would fully mitigate for take of CESA-listed species. To minimize additional requirements by CDFW pursuant to Fish and Game Code section 2081 and/or under CEQA, a project’s CEQA document should fully identify the potential impacts to Crotch’s bumble bee and provide adequate avoidance, mitigation, monitoring, and reporting commitments for issuance of the ITP.

Mitigation Measure #1: Crotch’s Bumble Bee Surveys – The Project proponent shall retain a qualified entomologist with the appropriate handling permits to conduct focused surveys. Focused surveys shall follow CDFW’s Survey Considerations for California Endangered Species Act Candidate Bumble Bee Species (CDFW 2023). Focused surveys shall also be conducted throughout the entire Project site during the appropriate flying season to ensure no missed detection of Crotch’s bumble bee occurs. Survey results, including negative findings, shall be submitted to CDFW and the City prior to implementing Project ground-disturbing activities.

Mitigation Measure #2: Incidental Take Permit – If Crotch’s bumble bee is detected the Project proponent shall coordinate with CDFW and obtain appropriate take authorization from CDFW (pursuant to Fish & Game Code, § 2080 et seq). The Project proponent shall comply with the mitigation measures detailed in the take authorization issued by CDFW. The Project proponent shall provide a copy of a fully executed take authorization to the City prior to implementing Project ground-disturbing activities and vegetation removal.

Comment #4: Impacts on Bat Species
Issue: The EIR does not provide avoidance, minimization, and/or mitigation measures to reduce impacts to western mastiff bat, pallid bat, Townsend’s big-eared bat, and canyon bat.

Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-9
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(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-54
Comment Letter G
Megan Taggart
City of Palmdale

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Specific impacts: The Project would result in removal of trees and vegetation throughout the Project area which are the preferred roosting habitat for these species.

Removal of this habitat could lead to the direct loss of bats. Indirect impacts may result from increased noise disturbances, human activity, dust, ground disturbing activities (e.g., staging, access, grading, excavating, paving), and vibrations caused by heavy equipment.

Why impact would occur: According to the EIR, a total of 307.92 acres of suitable foraging habitat for these bat species would be permanently impacted (page 4.3-37). In addition to suitable foraging habitat, the Project area provides potential roosting sites for the canyon bat and pallid bat (page 4.3-5). The EIR does not include any avoidance and minimization measures despite the potential impacts to these bat species. Project impacts may include, but is not limited to, roosting habitat loss, loss of foraging opportunities, and injury/mortality to adult and young bats. Additionally, extra noise, vibration, or the reconfiguration of large objects can lead to the disturbance of roosting bats which may have a negative impact on the species. Human disturbance can also lead to a change in humidity, temperatures, or the approach to a roost that could force the animals to change their mode of egress and/or ingress to a roost. Although temporary, such disturbance can lead to the abandonment of a maternity roost (Johnston et al. 2004). To reduce Project impacts on bat species, focused surveys should be conducted for bat detection. If the Project proceeds without surveys, bat roosts and individual bats may continue to be impacted.

Evidence impact would be significant: Bats are considered non-game mammals and are afforded protection by State law from take and/or harassment (Fish & G. Code, § 4150; Cal. Code of Regs, § 251.1). Additionally, the bat species listed above with the exception of the canyon bat are considered Species of Special Concern and meet the CEQA definition of rare, threatened, or endangered species (CEQA Guidelines, § 15380). Take of SSC could require a mandatory finding of significance by the Lead Agency (CEQA Guidelines, § 15065).

Recommended Potentially Feasible Mitigation Measure(s):

Mitigation Measure #3: Bat Focused Surveys – The Project proponent shall retain a qualified bat specialist to conduct bat surveys throughout the Project area (plus a 100- foot buffer as access allows). These surveys shall identify potential habitat that could provide daytime and/or nighttime roost sites, and any maternity roosts. Acoustic recognition technology shall be utilized during the surveys to maximize detection of bats. A discussion of survey results, including negative findings, shall be provided to the City and CDFW.

Mitigation Measure #4: Tree Removal – If bats are not detected, but the bat specialist determines that roosting bats may be present, trees shall be pushed down using heavy machinery rather than felling with a chainsaw. To ensure the optimum warning for any roosting bats that may still be present, trees shall be pushed lightly two or three times, Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-10
G-9
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-55
Comment Letter G
Megan Taggart
City of Palmdale

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August 5, 2024
with a pause of approximately 30 seconds between each nudge to allow bats to become active. The tree shall then be pushed to the ground slowly and remain in place until it is inspected by a bat specialist. Trees that are known to be bat roosts shall not be bucked or mulched immediately. A period of at least 24 hours, and preferably 48 hours, shall elapse prior to such operations to allow bats to escape.

Mitigation Measure #5: Maternity Roosts – If the Project area supports maternity roosts, work shall be scheduled between October 1 and February 28, outside of the maternity roosting season when young bats are present but are ready to fly out of the roost (March 1 to September 30). If tree removal occurs during maternity season, trees identified as potentially supporting an active maternity roost shall be closely inspected by the bat specialist. Inspection of each tree shall be no more than 7 days prior to tree disturbance to determine the presence or absence of roosting bats more precisely.

Trees determined to be maternity roosts shall be left in place until the end of the maternity season. Work shall not occur within 100 feet of or directly under or adjacent to an active roost and work shall not occur between 30 minutes before sunset and 30 minutes after sunrise.

Comment #5: Impacts on California Species of Special Concern Issue: The Project will impact SSC species without providing compensatory mitigation.

Specific Impact: Direct impacts to SSC could result from Project activities (e.g., equipment staging, mobilization, and grading); ground disturbance; vegetation clearing; trampling or crushing from construction equipment, vehicles, and foot traffic. Project ground-disturbing activities such as vegetation removal will also result in habitat destruction, causing the death or injury of adults, juveniles, eggs, or hatchlings.

Why impact would occur: During surveys, loggerhead shrike and LeConte’s thrasher were observed within the Project area, and both bird species have the potential to nest and forage in areas currently slated for development under Phase I of the Project (page

4.3-26). There is also potential for burrowing owl to occur on site, and a short-eared owl was observed foraging during surveys. While there are several measures outlined in the EIR to avoid and minimize impacts on these species, none of them provide compensatory mitigation for Project impacts on SSC that were observed on site. With loss of roughly 304.17 acres of habitat supporting several SSC, implementation of the Project would contribute significantly to the cumulative loss of suitable habitat in the general vicinity of the Project area (see Comment #1). To offset the permanent loss of suitable habitat, compensatory mitigation should be provided. While the EIR states that the Project would impact a limited amount of habitat relative to the amount of available habitat, suitable habitat is quickly being developed for industrial, commercial, and residential uses without replacement of lost habitat.

Evidence impact would be significant: A California Species of Special Concern is a species, subspecies, or distinct population of an animal native to California that Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-11
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(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-56
Comment Letter G
Megan Taggart
City of Palmdale

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currently satisfies one or more of the following (not necessarily mutually exclusive) criteria:
1) if the species is extirpated from the State or, in the case of birds, is extirpated in its primary season or breeding role;
2) if the species is listed as threatened or endangered under ESA-, but not CESA-, threatened, or endangered;
3) if the species meets the State definition of threatened or endangered but has not formally been listed;
4) if the species is experiencing, or formerly experienced, serious (noncyclical) population declines or range retractions (not reversed) that, if continued or resumed, could qualify it for State threatened or endangered status; and 5) if naturally small populations exhibiting high susceptibility to risk from any factor(s), that if realized, could lead to declines that would qualify it for CESA threatened or endangered status (CDFW 2024c).

CEQA provides protection not only for CESA-listed species, but for any species including but not limited to SSC that can be shown to meet the criteria for State listing.

These SSC meet the CEQA definition of rare, threatened, or endangered species (CEQA Guidelines, § 15380). The EIR does not provide mitigation for potential impacts on SSC. Inadequate avoidance, minimization, and mitigation measures for impacts to sensitive or special status species will result in the Project continuing to have a substantial adverse direct, indirect, and cumulative effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special- status species by CDFW.

Recommended Potentially Feasible Mitigation Measure(s)
Mitigation Measure #6: Compensatory Mitigation – Given that SSC have been confirmed and/or are expected to occur within the Project are, the Project proponent shall provide compensatory mitigation for temporary and permanent loss of any habitat supporting SSC. There shall be no net loss of habitat supporting SSC [CEQA Guidelines, § 15370(e)]. Compensatory mitigation shall be provided within the Project boundary at no less than 2:1. Mitigation shall provide appropriate habitat (depending on the species), refugia, and habitat structures that supports that species (e.g., woody material, rocks, brush piles, pools, burrows). Any proposed mitigation area/plan shall include a discussion on the territory size; nesting, breeding, foraging, and refuge locations; invasive, non-native plant and wildlife species present; food availability; and how all life cycle functions will be mitigated. Any mitigation plan for SSC shall be distributed and approved by CDFW prior to Project activities. The replacement habitat shall be protected in perpetuity under a conservation easement dedicated to a local land conservancy or other appropriate entity, which should include an appropriate endowment to provide for the long-term management of mitigation lands.

Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-12
G-11
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-57
Comment Letter G
Megan Taggart
City of Palmdale

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Additional Comments
Reduced Project Alternative – Phase I. CDFW supports Reduced Project Alternative – Phase I as the environmentally superior alternative and strongly recommends that it be the preferred alternative for the Project. Under this alternative, approximately 297.8 acres of land involving Phases II through IV would remain undisturbed, which is an approximate 69% decrease in the development footprint from what is currently proposed. Reducing the Project footprint while meeting several of the Project objectives would significantly reduce permanent impacts to natural habitat (i.e., western Joshua tree woodland) and wildlife species. This alternative would also reduce Project impacts on special-status plants (i.e., CDNPA plants, crowned muilla, and western Joshua trees) and avoid five of the six potential burrowing owl burrows. With more available habitat, nesting and foraging opportunities for wildlife would remain consistent with its current condition. Expanding the open space to encompass areas subject to Phase II-IV would also accommodate local wildlife movement as compared to the proposed Project, and potentially circumvent the need for wildlife movement compensatory mitigation. To offset Project impacts that would occur in Phase I, the City and Project proponent should consider dedicating land designated for Phase II – IV development for wildlife conservation. If adoption of the Reduced Project Alternative Phase I is not feasible, CDFW recommends that additional alternative(s) be included in the environmental document that reduce the impacts associated with Phase I. Analysis of such an option or options would significantly reduce permanent impacts to biological resources in the event that Phases II through IV are implemented.

Nesting Birds and Raptors. CDFW recommends that Mitigation Measure BIO-MM 2 is revised to incorporate the underlined language and omit the language in strikethrough:

To avoid impacts on active nests for common and special status birds and raptors, the Project Applicant shall schedule vegetation clearing and blasting (blasting is not anticipated) during the non-breeding season (i.e., September 16 to January 31) to the extent feasible. If Project timing requires that vegetation clearing occur between February 1 (as early as January 1 for some raptors) February 1 and September 15, the Project Applicant or its designee shall retain a qualified Biologist to conduct a pre-construction survey for nesting birds and raptors. The pre-construction survey shall be conducted by a qualified Biologist within three days prior to vegetation clearing. The pre-construction nesting bird survey area shall include the Project impact area (i.e., disturbance footprint) plus a 250-foot buffer to search for nesting birds and a 500-foot buffer to search for nesting birds and raptors. If no active nests are found, no further mitigation would be required.

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Biologist) based on site topography, existing disturbance, sensitivity of the individuals (established by observing the individuals at the nest), and the type of construction activity. No construction activities shall be allowed in the designated buffer until the Biologist determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist determines that nesting activity has ceased (i.e., fledglings have left the nest or the nest has failed). The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on construction plans.

Prior to the initiation of construction activities, an email summary of the results shall be submitted to the City by the Project Applicant with a map of any active nests found and their designated buffers. Construction shall be allowed to proceed if standard buffer distances are employed for any active nests. The Biologist shall then prepare a formal Letter Report describing methods used, results of the survey, recommended buffers, and/or justification for buffer reductions. The Letter Report shall be submitted to the City within one week of completion of the survey. If an active nest is observed during the survey, the Letter Report shall include a map showing the designated protective buffer.

Coordination. CDFW appreciates that the EIR addressed NOP comments through discussion and focused surveys specific to western Joshua tree, Mohave ground squirrel, desert tortoise, and Swainson’s hawk. As outlined in Mitigation Measure 3 and 4, for take of western Joshua trees, the Project proponent should obtain an Incidental Take Permit (ITP) under CESA or the Western Joshua Tree Conservation Act prior to the issuance of City permits, and mitigation should be provided as part of the ITP process. CDFW welcomes coordination with the City and Project proponent prior to adoption of the EIR to lessen significant impacts to the maximum extent feasible.

Data. CEQA requires that information developed in environmental impact reports and negative declarations be incorporated into a database [i.e., CNDDB], which may be used to make subsequent or supplemental environmental determinations [Pub.

Resources Code, § 21003, subd. (e)]. Accordingly, please report any special status species detected by completing and submitting CNDDB Online Field Survey Form (CDFW 2024d).The Project proponent should ensure that data was submitted data properly, with all data fields applicable filled out, prior to finalizing/adopting the environmental document. The data entry should also list pending development as a threat and then update this occurrence after impacts have occurred. The Project proponent should provide CDFW with confirmation of data submittal.

Mitigation and Monitoring Reporting Plan. CDFW recommends updating the EIR’s proposed Biological Resources Mitigation Measures to include mitigation measures recommended in this letter. Mitigation measures must be fully enforceable through permit conditions, agreements, or other legally binding instruments [Pub. Resources Code, § 21081.6; CEQA Guidelines, § 15126.4(a)(2)]. As such, CDFW has provided comments and recommendations to assist the City in developing mitigation measures Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-16
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(CONT .)
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Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-59
Comment Letter G
Megan Taggart
City of Palmdale

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that are (1) consistent with CEQA Guidelines section 15126.4; (2) specific; (3) detailed (i.e., responsible party, timing, specific actions, location), and (4) clear for a measure to be fully enforceable and implemented successfully via mitigation monitoring and/or reporting program (Pub. Resources Code, § 21081.6; CEQA Guidelines, § 15097). The City is welcome to coordinate with CDFW to further review and refine the Project’s mitigation measures. Per Public Resources Code section 21081.6(a)(1), CDFW has provided the City with a summary of our suggested mitigation measures and recommendations in the form of an attached Draft Mitigation and Monitoring Reporting Plan (MMRP; Attachment A).

Filing Fees

The Project, as proposed, could have an impact on fish and/or wildlife, and assessment of filing fees is necessary. Fees are payable upon filing of the Notice of Determination by the City and serve to help defray the cost of environmental review by CDFW.

Payment of the fee is required in order for the underlying Project approval to be operative, vested, and final (Cal. Code Regs, tit. 14, § 753.5; Fish & Game Code, § 711.4; Pub. Resources Code, § 21089).

Conclusion

CDFW appreciates the opportunity to comment on the Project to assist the City in adequately analyzing and minimizing/mitigating impacts to biological resources. CDFW requests an opportunity to review and comment on any response that the City has to our comments and to receive notification of any forthcoming hearing date(s) for the Project [CEQA Guidelines, § 15073(e)].

Questions regarding this letter or further coordination should be directed to Julisa Portugal1, Environmental Scientist, at (562) 330-7563.

Sincerely,
Victoria Tang
Environmental Program Manager
South Coast Region

1 [email protected]
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-18
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Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-60
Comment Letter G
Megan Taggart
City of Palmdale

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ec: California Department of Fish and Wildlife
Jennifer Turner
Steve Gibson
Frida Diaz-Barriga
Cindy Hailey
References:
[CDFW] California Department of Fish and Wildlife. 2017. California Terrestrial and Vernal Pool Invertebrates of Conservation Priority. Available at:
https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=149499&inline [CDFW] California Department of Fish and Wildlife. 2023. Survey Considerations for California Endangered Species Act Candidate Bumble Bee Species. Available at:
https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=213150&inline [CDFW] California Department of Fish and Wildlife. 2024a. California Natural Diversity Database. Available at: https://wildlife.ca.gov/Data/CNDDB [CDFW] California Department of Fish and Wildlife. 2024b. Crotch’s Bumble Bee Range – CDFW [ds3095]. Available at: https://data.ca.gov/dataset/crotchs-bumble-bee- range-cdfw-ds3095
[CDFW] California Department of Fish and Wildlife. 2024c. Threatened and Endangered Species. Available at: https://wildlife.ca.gov/Conservation/CESA [CDFW] California Department of Fish and Wildlife. 2024d. Submitting Data to the CNDDB. Available at: https://wildlife.ca.gov/Data/CNDDB/Submitting-Data.

Goulson, D. 2010. Bumblebees: behavior, ecology, and conservation. Oxford University Press, New York. 317pp.

Hatfield, R., Jepsen, S., Foltz Jordan, S., Blackburn, M., Code, Aimee. 2018. A Petition to the State of California Fish and Game Commission to List Four Species of Bumblebees as Endangered Species.

Johnston, D., Tatarian, G., Pierson, E. 2004. California Bat Mitigation Techniques, Solutions, and Effectiveness. [Internet]. [cited 2020 June 16]. Available at:
https://dot.ca.gov/-/media/dot-media/programs/environmental- analysis/documents/env/bio-ca-bat-mitigation-techniques-effectiveness-a11y.pdf Williams, P. H., R. W. Thorp, L. L. Richardson, and S.R. Colla. 2014. Bumble bees of North America: An Identification guide. Princeton University Press, Princeton, New Jersey. 208pp

Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-18
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-61
Comment Letter G
State of California – Natural Resources Agency GAVIN NEWSOM, Governor DEPARTMENT OF FISH AND WILDLIFE CHARLTON H. BONHAM, Director South Coast Region
3883 Ruffin Road
San Diego, CA 92123
(858) 467-4201
wildlife.ca.gov
Attachment A: Draft Mitigation and Monitoring Reporting Plan CDFW recommends the following language to be incorporated into a future environmental document for the Project.

Biological Resources (BIO)
Mitigation Measure (MM) or Recommendation (REC) Timing Responsible Party
MM-BIO-1 –
Crotch’s Bumble
Bee Survey
The Project proponent shall retain a qualified entomologist with the appropriate handling permits to conduct focused surveys. Focused surveys shall follow CDFW’s Survey
Considerations for California Endangered Species Act
Candidate Bumble Bee Species. Focused surveys shall
also be conducted throughout the entire Project area
during the appropriate flying season to ensure no missed detection of Crotch’s bumble bee occurs. Survey results, including negative findings, shall be submitted to CDFW and the City prior to implementing Project ground-
disturbing activities.

Prior to Project
ground-
disturbing
activities
Project
Proponent/
Qualified
Entomologist
MM-BIO-2 –
Incidential Take
Permit
If Crotch’s bumble bee is detected the Project proponent shall coordinate with CDFW and obtain appropriate take
authorization from CDFW. The Project proponent shall
comply with the mitigation measures detailed in the take authorization issued by CDFW. The Project proponent
shall provide a copy of a fully executed take authorization to the City prior to implementing Project ground-disturbing activities and vegetation removal.

Prior to Project
ground-
disturbing
activities and
vegetation
removal
Project
Proponent
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-62
Comment Letter G
Megan Taggart
City of Palmdale

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MM-BIO-3- Bat
Surveys
The Project proponent shall retain a qualified bat specialist to conduct bat surveys throughout the Project area (plus a 100-foot buffer as access allows). These surveys shall
identify potential habitat that could provide daytime and/or nighttime roost sites, and any maternity roosts. Acoustic recognition technology shall be utilized during the surveys to maximize detection of bats. A discussion of survey
results, including negative findings, shall be provided to the City and CDFW.

Prior to Project
activities
Project
Proponent/
Bat Specialist
MM-BIO-4- Tree
Removal
If bats are not detected, but the bat specialist determines that roosting bats may be present, trees shall be pushed down using heavy machinery rather than falling with a
chainsaw. To ensure the optimum warning for any roosting bats that may still be present, trees shall be pushed lightly two or three times, with a pause of approximately 30
seconds between each nudge to allow bats to become
active. The tree shall then be pushed to the ground slowly and remain in place until it is inspected by a bat specialist.

Trees that are known to be bat roosts shall not be bucked or mulched immediately. A period of at least 24 hours, and preferably 48 hours, shall elapse prior to such operations to allow bats to escape.

During Project
activities
Project
Proponent/
Bat Specialist
MM-BIO-5-
Maternity Roosts
If the Project area supports maternity roosts, work shall be scheduled between October 1 and February 28, outside of the maternity roosting season when young bats are
present but are ready to fly out of the roost (March 1 to September 30). If tree removal occurs during maternity
season, trees identified as potentially supporting an active maternity roost shall be closely inspected by the bat
specialist. Inspection of each tree shall be no more than 7 days prior to tree disturbance to determine the presence or During Project
activities
Project
Proponent/
Bat Specialist
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-63
Comment Letter G
Megan Taggart
City of Palmdale

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absence of roosting bats more precisely. Trees determined to be maternity roosts shall be left in place until the end of the maternity season. Work shall not occur within 100 feet of or directly under or adjacent to an active roost and work shall not occur between 30 minutes before sunset and 30 minutes after sunrise.

MM-BIO-6 –
Compensatory
Mitigation
The Project proponent shall provide compensatory
mitigation for temporary and permanent loss of any habitat supporting SSC. There shall be no net loss of habitat
supporting SSC. Compensatory mitigation shall be
provided within the Project boundary at no less than 2:1.

Mitigation shall provide appropriate habitat (depending on the species), refugia, and habitat structures that supports that species (e.g., woody material, rocks, brush piles, pools, burrows). Any proposed mitigation area/plan shall include a discussion on the territory size; nesting,
breeding, foraging, and refuge locations; invasive, non- native plant and wildlife species present; food availability; and how all life cycle functions will be mitigated. Any mitigation plan for SSC shall be distributed and approved by CDFW prior to Project activities. The replacement
habitat shall be protected in perpetuity under a
conservation easement dedicated to a local land
conservancy or other appropriate entity, which should
include an appropriate endowment to provide for the long- term management of mitigation lands.

Prior to Project
activities
Project
Proponent
MM-BIO-7 –
Mitigation
Measure BIO MM
2 To avoid impacts on active nests for common and special status birds and raptors, the Project Applicant shall
schedule vegetation clearing during the non-breeding
season. If Project timing requires that vegetation clearing occur between February 1 (as early as January 1 for some Prior to and
during Project
activities
Project
Proponent/
Qualified
Biologist
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-64
Comment Letter G
Megan Taggart
City of Palmdale

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raptors) and September 15, the Project Applicant or its designee shall retain a qualified Biologist to conduct a pre- construction survey for nesting birds and raptors. The pre- construction survey shall be conducted by a qualified
Biologist within three days prior to vegetation clearing. The pre-construction nesting bird survey area shall include the Project impact area (i.e., disturbance footprint) plus a 500- foot buffer to search for nesting birds and raptors. If no active nests are found, no further mitigation would be
required.

If an active nest is located in the pre-construction nesting bird survey area, the Biologist shall delineate an
appropriate buffer to protect the nest based on the
sensitivity of the species. A protective buffer of 500 feet shall be used to protect nesting raptors and a protective buffer of 300 feet shall be used to protect nesting birds. If appropriate, a smaller buffer may be considered (as
determined by the Biologist) based on site topography,
existing disturbance, sensitivity of the individuals
(established by observing the individuals at the nest), and the type of construction activity. No construction activities shall be allowed in the designated buffer until the Biologist determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist
determines that nesting activity has ceased (i.e., fledglings have left the nest or the nest has failed). The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on
construction plans.

Prior to the initiation of construction activities, an email summary of the results shall be submitted to the City by Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-65
Comment Letter G
Megan Taggart
City of Palmdale

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the Project Applicant with a map of any active nests found and their designated buffers. Construction shall be allowed to proceed if standard buffer distances are employed for any active nests. The Biologist shall then prepare a formal Letter Report describing methods used, results of the
survey, recommended buffers, and/or justification for
buffer reductions. The Letter Report shall be submitted to the City within one week of completion of the survey. If an active nest is observed during the survey, the Letter
Report shall include a map showing the designated
protective buffer.

REC 1 –
Cumulative
Impact Analysis
Revision
CDFW recommends the City re-evaluate the cumulative
impacts of the Project and amend the cumulative impact
analysis in the EIR to include a discussion regarding
additional developments along Columbia Way and in the
general vicinity. General and specific plans, as well as past, present, and anticipated future projects, should be analyzed relative to their impacts on similar plant and wildlife species, habitat, and vegetation communities. If the City continues to remain certain in their position that the Project would not have a cumulative impact, the EIR
should indicate why the cumulative impact is not significant supported by facts and analyses.

Prior to adopting
CEQA
document
Lead Agency
REC 2 – Wildlife
Movement
Revision
CDFW recommends the environmental document be
revised to include a wildlife movement study, which
includes modeling based on data. Impacts that should be included in the discussion and analysis of wildlife
movement include (but are not limited to) habitat loss and fragmentation, narrowing of the wildlife corridor within the Project area, and the introduction of barriers to wildlife movement. CDFW recommends such an analysis be
Prior to adopting
CEQA
document
Lead Agency
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-66
Comment Letter G
Megan Taggart
City of Palmdale

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August 5, 2024
supported by studies to document wildlife activity and
movement through Project area with emphasis on where
development is proposed. If avoidance of the corridor
encroachment is not feasible, the EIR should provide
measures to mitigate the Project’s significant impacts to local wildlife movement.

REC 3 – Crotch’s
Bumble Bee
Discussion
The EIR should be revised to provide a discussion on
habitat suitability for Crotch’s bumble bee within and
adjacent to the Project site. The discussion should also disclose the Project’s potential direct and indirect impacts on Crotch’s bumble bee. If the Project may impact Crotch’s bumble bee, the EIR should provide measures to
minimize, and/or mitigate potential impacts to Crotch’s bumble bee as well as habitat supporting the species. The discussion should be of a depth and scope that a CESA
Incidental Take Permit can be issued based on the
analysis provided in the EIR.

Prior to adopting
CEQA
document
Lead Agency
REC 4 – CEQA
To minimize additional requirements by CDFW pursuant to Fish and Game Code section 2081 and/or under CEQA, a
project’s CEQA document should fully identify the potential impacts to Crotch’s bumble bee and provide adequate
avoidance, mitigation, monitoring, and reporting
commitments for issuance of the ITP.

Prior to adopting
CEQA
document
Lead Agency REC 5 – Reduced
Project
Alternative –
Phase I
To offset Project impacts that would occur in Phase I, the City and Project proponent should consider dedicating
land designated for Phase II – IV development for wildlife conservation. If adoption of the Reduced Project
Alternative Phase I is not feasible, CDFW recommends
that additional alternative(s) be included in the
environmental document that reduce the impacts
associated with Phase I. Analysis of such an option or
Prior to adopting
CEQA
document
Lead Agency
Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-67
Comment Letter G
Megan Taggart
City of Palmdale

Page 23 of 23 ends

August 5, 2024
options would significantly reduce permanent impacts to biological resources in the event that Phases II through IV are implemented.

Docusign Envelope ID: 1F452149-AF41-4747-9701-DA6D3C8E0ADA G-19
(CONT .)
Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-68
RESPONSES TO COMMENT LETTER G:

California Department of Fish and Wildlife (CDFW)

G-1 In this introductory comment, the California Department of Fish and Wildlife (CDFW), thanks the City for the opportunity to comment on the DEIR. The comment is acknowledged. No further response is required.

G-2 The commenter states that CDFW is a Trustee Agency for fish and wildlife resources and is also submitting comments as a Responsible agency under CEQA. The comment is acknowledged. No further response is required.

G-3 The commenter provides a description and summary of the proposed Project and its alternatives, timeline, location, biological setting and history. T he commenter’s summary of the Project and its alternatives and the general description of the Project site’s biological setting summary generally are accurate, although it should be noted that the DEIR did not identify the presence of habitat for the Crotch’s bumble bee as is erroneously stated by this comment. As this comment otherwise accurately describes the Project and the Project’s biological setting, no response is necessary.

G-4 The commenter introduces comments following CDFW’s review of the proposed Project. The comment is acknowledged. Please refer to Responses G -5 through G-20 for responses to CDFW’s comments.

G-5 The commenter opines that the D EIR does not sufficiently analyze cumulative impacts to biological resources as it results to loss of undeveloped land in the City and states that clearing and grading would contribute to the loss of nesting and foraging habitat for burrowing owl, Loggerhead shrike, LeConte’s thrasher, desert kit fox, and additional flora and fauna. The commenter disagrees with the DEIR’s statement that impacts would be less than cumulatively considerable and states that there has been a rapid increase of development in the City which has led to ongoing habitat loss. The commenter adds that the cumulative impact analysis does not discuss current and future projects occurring in close proximity to the proposed Project such as Palmdale Logistics Park (SCH #2022080668), Palmdale Logistics Center (SCH #2023090551), Palmdale Warehouse (SCH #2022010581), and Site Plan Review 24-003, General Plan Amendment 24-001, and Zone Change 24-001 (pre -consultation). The commenter states that CDFW believes that cumulative impacts of the Project on biological resources could be cumulatively considerable. The commenter recommends the City re-evaluate and amend the cumulative impact analysis to include discussion regarding additional developments along Columbia Way / East Avenue M and in the general vicinity and recommends that general and specific plans, as well as past, present and future projects be analyzed.

The commenter is referred to DEIR subsection 4.0.2, Scope of Cumulative Effects Analysis . As discussed on page 4.0-2 of the DEIR:

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“CEQA Guidelines § 15130(b) describes two acceptable methods for identifying a study area for purposes of conducting a cumulative impact analysis. These two approaches include: 1) a list of past, present, and probable future projects producing related or cumulative impacts, including if necessary, those projects outside the control of the agency (the list of projects approach), or 2) a summary of projections contained in an adopted general plan or related planning document, or in a prior environmental document which has been adopted or certified, which described or evaluated regional or area-wide conditions contributing to the cumulative impact (the summary of projections approach).

Given the recent adoption of the City of Palmdale General Plan (Palmdale 2045) in October 2022, and the Project site’s location in the center of the City, the summary of projections approach is used in this EIR. This methodology was determined to be appropriate because Palmdale 2045 is the City’s long-range planning document which in combination with its Final EIR contain a sufficient amount of information to enable a comprehensive analysis of cumulative effects for all subject areas. Under this approach, the cumulative analyses contained in most subsections of this EIR Section 4.0 consider impacts to each issue area based on the presumed buildout of Palmdale 2045… ” (DEIR at p. 4-2)

As discussed in the introduction to cumulatively-considerable impacts to biological resources in DEIR subsection 4.3.5:

“This cumulative impact analysis for biological resources considers development of the Project site in conjunction with other development projects in the vicinity of the Project site as well as full General Plan buildout in the City. As noted in Subsection 4.3.1, the regional setting of the Project includes the portion of the Mojave Desert encompassed by the USGS’ Palmdale, Lancaster East, Lancaster West, Alpine Butte, Littlerock, and Ritter Ridge 7.5-minute quadrangles that generally extends north to Rosamond, east to 70th Street East, south to the north slope San Gabriel Mountains, and west to 70th Street West.” (DEIR at p. 4.3-36)

Thus, the analysis presented in DEIR subsection 4.3.5 anticipated full buildout of the City of Palmdale and all other jurisdictions within the Project vicinity, and did not rely on the “list of past, present, and probable future projects” as also is allowed pursuant to CEQA Guidelines Section 15130(b)(1). As such, CEQA does not require the cumulative impact analysis for biological resources to list other specific development projects that may also have an adverse effect on wildlife corridors/linkages.

As noted in the comment, the DEIR incudes biological resources impact analyses and concludes that because implementation of the Project would impact a limited amount of habitat relative to the amount of habitat available for these species in the region, im pacts would be less than cumulatively considerable. The comment states that “there has been a rapid increase of development (i.e., industrial, commercial, and residential) within the City and throughout the Antelope Valley, which has led to ongoing loss of suitable habitat.” This statement is acknowledged but the ‘rate’ at which development Antelope Valley Commerce Center Specific Plan Project
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has occurred is not an element of a cumulative analysis and is therefore not considered in the DEIR analysis.

The DEIR’s cumulative impact analysis evaluates the Project region which is a substantially larger area than the City of Palmdale. The City of Palmdale covers approximately 129,032 acres while the six identified USGS 7 -minute regional quadrangles incorporates approximately 235,628 acres, and Antelope Valley stretches over approximately 1,566,997 acres based on CalFire Vegetation data (Department of Forestry and Fire Protection, 2022 update). The analysis in the DEIR considered the Project impacts combined w ith impacts of past projects, other current projects, and probable future projects in the region. Although the cumulative impacts result in loss of vegetation and habitat for plant and wildlife species of the region, it does not limit the regional population of those species from persisting due to the continued availability of expansive undeveloped acreage with suitable habitat in the region. As stated in the comment, the DEIR indicates that implementation of the Project would result in loss of approximately 304.17 acres of habitat. Based on CalFire Vegetation data, this represents approximately 0.19 percent of the total remaining undeveloped lands with native vegetation within the 6-quad regional area (approximately 156,590 acres). Within the larger Antelope Valley, this represents approximately 0.02 percent of the total remaining undeveloped lands with native vegetation (approximately 1,393,735 acres).

Further narrowing the analysis to exclude montane vegetation and include only desert communities provides a closer comparison. Based on CalFire Vegetation data, the Project impacted habitat represents approximately 0.21 percent of the total remaining undeveloped native desert vegetation types within the 6 -quad regional area (approximately 142,145 acres). Within the larger Antelope Valley, this again represents approximately 0.02 percent of the total remaining undeveloped native desert vegetation types (approximately 1,379,078 acres). Refining the analysis further to include only upland vegetation types; desert scrub, desert wash, Joshua tree, juniper, and sage brush provides still a closer comparison of similar habitat types. Based on CalFire Vegetation data, the Project impacted habitat represents approximately 0.47 percent of the total remaining undeveloped native desert upland vegetation types within the 6-quad regional area (approximately 64,114 acres). Within the larger Antelope Valley, this again represents approximately 0.03 percent of the total remaining undeveloped native desert vegetation types (approximately 904,422 acres). It is acknowledged that the CalFire Vegetation data has not been updated since 2022. As a result, undeveloped lands are expected to comprise less land than described herein . However, taking into account such development and estimating a conservative doubling of the percentages calculated above, results in a percentage of less than 1 percent.

The comment states that “All of the projects in addition to the proposed Project would develop a total of approximately 656.57 acres of currently vacant land.” Based on the CalFire data, this would represent 1 percent of the total remaining undeveloped native desert upland vegetation types within the 6-quad regional area. The plant and wildlife species occurring on the Project site, including those mentioned in the comment (burrowing owl, Loggerhead shrike, LeConte’s thrasher, and desert kit fox) Antelope Valley Commerce Center Specific Plan Project
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are not specialists of any particular feature on the Project site but rather occur throughout the region, and further beyond for many species, where suitable habitat is available.

Lastly, it should be noted that BIO MM-3 (page 4.3-42 of the DEIR) requires that the applicant secure an Incidental Take Permit (ITP) from CDFW pursuant to the California Endangered Species Act (CESA). The ITP, either Western Joshua Tree Conservation Act or standard CESA, would include mitigation in the form of in lieu payment or habitat preservation. Joshua tree woodland accounts for approximately 66% of the impacted acreage of the Project. Consequently, the majority of the habitat on the site requires direct coordination with CDFW and agreed upon mitigation conditions prior to project implementation. The CDFW ITP mechanism is expected to result in habitat enhancement, restoration, creation, and or preservation in the region. As a result, plant and wildlife species associated with the dominant vegetation type on the Project site are expected to benefit from such mitigation further reducing cumulative impacts.

Based on the foregoing discussion and analysis, no revision to the DEIR is warranted pursuant to this comment.

G-6 The commenter states that the Project may impact local wildlife movement. The commenter requests that a wildlife movement study be conducted which includes data, maps, and diagrams to provide a full assessment of significant environmental impacts. The commenter recommends that the EIR is revised to include analysis of habitat loss and fragmentation, narrowing of the wildlife corridor within the Project area, and the introduction of barriers to wildlife movement.

The wildlife movement impact analysis presented in the DEIR (refer to the analysis of Threshold d in DEIR subsection 4.3.4) is based on data gathered from biological surveys on the site and adjacent areas and review of aerial imagery. It is expected that the wildlife occurring in the Project area may move to and from adjacent undeveloped areas. Similarly, it is assumed that wildlife occurring on adjacent undeveloped lands may move to and from the Project site and other adjacent lands. It can also be assumed that some areas may be traversed more frequently than others for a variety of reasons such as cover and other topographic conditions. These assumptions can be deduced without a specific wildlife movement field study or modeling and are expected due to the presence of wildlife verified by biological survey data. Further review of aerial imagery shows that the adjacent undeveloped lands are confined on all sides by development.

Movement within the undeveloped block is local movement. Local movement occurs at many scales dependent on the species but generally consists of individuals within a population, and sub populations in this case, moving throughout home ranges. The Project would result in fragmentation of the undeveloped block and would result in further constraints to local wildlife movement. However, the Project would not affect larger population species genetics. The individuals, or sub populations, within the undeveloped block represent one isolated area. While making isolated habitat areas smaller would Antelope Valley Commerce Center Specific Plan Project
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further limit the carrying capacity of that area and restrict movement further, the effect is limited to individuals and groups of individuals in that area.

Currently, aerial imagery shows no habitat connectivity between the block of undeveloped land and any other large tract of undeveloped land. There is no regional connectivity for land movement. As a result, the Project would not affect regional movement and thereby would not negatively affect critical genetic movement within the regional populations. Furthermore, Mitigation Measure BIO MM-9 (page

4.3-47 of the DEIR) requires the applicant to ensure that night lighting is directed away from open space areas and shielding is incorporated in the final Project design to minimize spillover of night lighting into adjacent open space to the greatest extent practicable. Any such light fixture installed adjacent to open space areas are required to direct/reflect light downward and away from adjacent habitat areas. This measure reduces impacts on adjacent undeveloped lands and reduces impacts on post Project adjacent wildlife movement. Other measures, including BIO MM -10, 11, and 12 (pages

4.3-42 and 4.3-43 of the DEIR) also contribute to minimizing impacts on adjacent areas which would allow for continued local movement.

Accordingly, the City finds that the DEIR included an appropriate analysis and conclusion with respect to the Project’s impacts to wildlife movement, and further finds that the DEIR’s conclusion that Project impacts to wildlife movement corridors was based on substantial evidence. Accordingly, no revision to the DEIR is warranted pursuant to this comment.

G-7 The commenter states that the Project may adversely impact Crotch’s bumble bee because the Project area is within the home range for this species. The commenter recommends the City revise the DEIR to include discussion on habitat suitability within and adjacent to the Project site; the Project’s potential direct and indirect impacts; and measures to minimize or mitigate potential impacts to the Crotch’s bumble bee. The commenter states that the discussion should be of depth and scope that a CESA Incidental Take Permit (ITP) can be issued based on the analysis.

Evidence of Crotch’s bumble bee (B. crotchii) occurrence in the desert region is limited and suggests that they quickly taper off as one moves north from the foothills and into the desert basin. The historic range of Crotch’s bumble bee extends from central California south to Baja California del Norte, Mexico, and includes coastal areas east to the edges of the deserts and the Central Valley, but largely excluding mountainous areas of California (Thorp et al., 1983). A commonly trusted source on bumble bees states in reference to Crotch’s bumble bee: “It does not penetrate far into desert regions” (Williams et al 2014). Additionally, a review of the six USGS quadrangles of the Project region results in only three records (CDFW 2024). One record is from 1971 with a location statement of “Exact location unknown, mapped by CNDDB about 3 road miles west of the center of Lancaster” which would be more than several miles from the Project site. A second record is from 1931 with a location statement of “Exact location unknown, mapped by CNDDB in the general vicinity of Palmdale.” The third record is from 1945 and includes a location statement of “Exact location unknown, mapped by CNDDB at the community of Littlerock, SE of Palmdale.” The CNDDB is limited to three historic records, all of Antelope Valley Commerce Center Specific Plan Project
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which are more than 50 years old, all of which are unknown as to the exact location, and only one of which may potentially have been in Palmdale. Records in iNaturalist are abundant throughout Southern California and become sparse moving into the desert and there are no records within Palmdale (iNaturalist 2024). Additionally, there are no available records of Crotch’s bumble bee nesting within the region. In review of the available scientific data, Crotch’s bumble bee is extremely uncommon in the Project r egion. The uncommonness is consistent in the historical record as noted above which suggests that the species is likely to have always been rare in the region based on habitat suitability and range restrictions. As a result, it is reasonable to conclude that Crotch’s bumble bee is not expected to occur on the Project site, and thus, not expected to be impacted by Project implementation. Without impacts to the species, an Incidental Take Permit would not be required. Accordingly, the commenter’s Recommendation Nos. 3 and 4 and recommended Mitigation Measures Nos. 1 and 2 are unwarranted because no impacts to the Crotch’s bumble bee would occur as a result of the Project; thus, no revisions to the DEIR are warranted pursuant to this comment. Although it was determined that Crotch’s bumble bee has no reasonable potential to occur on the Project site and thus impacts under CEQA were determined to be less than significant, in order to confirm absence of the species prior to construction activities, the following mitigation measure has been included in the Final EIR.

BIO MM- 13 So l ong a
s the Crotch’s bumble bee remains a California State Candidate Endangered Species, or becomes listed as an endangered or threatened species, the following measures shall be required, including seasonal avoidance, construction site management, and nest avoidance verified through pre-construction surveys. Implementation of these measures will avoid Take and reduce impacts to less than significant. If Take cannot be avoided, the Project Applicant shall obtain an Incidental Take Permit (ITP) from the CDFW.

1. Seasonal Avoidance – Crotch’s bumble bee colonies are active in the spring and summer months (approximately February 1 through September 30). Breeding occurs during this period. Prior to the issuance of any clearing, grading, building, or other permit that would authorize vegetation clearance, a Qualified Biologist shall identify and visibly mark in the field with fencing, stakes, or flags with rope/cord, all areas of suitable Crotch’s bumble bee habitat. No clearance of suitable habitat for any Project-related purpose shall be permitted to occur in the marked area(s) between February 1 and September 30.

Avoidance of all direct impacts to suitable habitat on the Project site during this time period will avoid Take of an active colony and prevent impacts to breeding.

2. Pre-c onstruction Nest Survey – Prior to disturbing or clearing suitable Crotch’s bumble bee habitat areas (which may only occur between October 1 and January 31), a Biological Monitor(s) shall conduct a pre -construction survey for Crotch’s bumble bee nests. Pre- construction surveys must be completed no more than three weeks prior to the initiation of ground disturbing activities. Biological Monitors shall be knowledgeable and experienced in the biology, natural history, collecting and handling of the Crotc h’s bumble bee. The City shall not issue a clearing, grading, building, or other permit that would authorize clearance of suitable habitat until the Biological Monitor submits written results of the pre -construction survey verifying that no Crotch’s bumble bee nests are Antelope Valley Commerce Center Specific Plan Project
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present in the area proposed for disturbance. Verification of no nesting will confirm that the vegetation is only utilized for seasonal foraging. If nests are present, the City shall not allow disturbance to or clearance of the nesting habitat without issuance of an Incidental Take Permit (ITP) by the California Department of Fish and Wildlife (CDFW).

Preferentially use chemicals that are rated green/III in California Agricultural and Natural Resources (UC ANR), Statewide Integrated Pest Management Program (UC IPM) Bee Precaution P esticide Ratings. Additionally, mixtures with fungicides and adjuvants, like those that contain alkylphenol ethoxylates, shall be prohibited because these have been shown to increase the risk of pesticide toxicity to bees.
d. Construction Lighting Minimization. If construction activities will occur at night, all construction-related lighting shall be shielded or directed away from Crotch’s bumble bee habitat. All construction lighting used shall be yellow or orange lighting

G-8 The commenter states that the EIR does not provide avoidance, minimization , or mitigation measures to reduce impacts to western mastiff bat, pallid bat, Townsend’s big-eared bat, and canyon bat. The commenter states that 307.92 acres of suitable foraging habitat for these species would be permanently impacted by the Project, and that the Project provides potential roosting sites for the canyon bat and pallid bat. The commenter recommends focused surveys be conducted to reduce impacts to bat species.

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Mitigation for bats is not included in the DEIR because the impacts were determined to be less than significant. Although multiple special status bats species are known to occur in the region and the site may be utilized by such species, the remaining undeveloped land with suitable habitat in the Project region for these wide -ranging species is expected to continue to support regional populations.

Consequently, the loss of habitat resulting from the Project would not be expected to result in a measurable change in regional population size for bat species. Furthermore, the loss of individual bats is unlikely due to the BIO MM-1 (Avoidance and Minimization Measures to Avoid Incidental Take of Joshua Tree/Joshua Tree Woodland and Species of Special Concern) (page 4.3-40 of the DEIR) which requires presence of a biological monitor and BIO MM -3 (page 4.3-42 of the DEIR) which requires the Project Applicant to acquire an ITP from CDFW pursuant to CESA. The ITP likely would include relocation of a portion of the western Joshua trees on site. The relocation efforts would be expected to simulate a multi-step removal disturbing trees to be removed and others in the process prior to felling.

In addition, the ITP, as required by either Western Joshua Tree Conservation Act and/or California Endangered Species Act (CESA), would include mitigation in the form of in lieu payment or habitat preservation. Joshua tree woodland accounts for approximately 66% of the impacted acreage of the Project. Consequently, the majority of the habitat on the site requires direct coordination with CDFW and agreed upon mitigation conditions prior to project implementation. The CDFW ITP mechanism is expected to result in habitat enhancement, restoration, creation, and or preservation in the region. As a result, bats species associated with Joshua tree woodland on the Project site are expected to benefit from such mitigation further reducing Project impacts. As the mitigation presented in the DEIR already requires appropriate permits from CDFW, which would require implementation of measures that would address potential impacts to bat species, no revision to the DEIR is warranted pursuant to this comment.

G-9 The commenter provides recommended mitigation measures regarding focused bat surveys; tree removal; and maternity roosts. The commenter is referred to the response to Comment G -8, which explains why mitigation already presented in the DEIR would serve to mitigate any potential impacts to bat species. Accordingly, no additional mitigation measures are required, and no revision to the DEIR is warranted pursuant to this comment.

G-10 The commenter states that the Project will impact Species of Special Concern (SSC) without providing compensatory mitigation. The commenter adds that although there are several measures outlined in the EIR to avoid and minimize impacts on SSC, none of them provide compensatory mitigation for Project impacts on SSC that were observed on site. The commenter states that with the loss of approximately 304.17 acres of habitat supporting SSC, the Project would significantly contribute to the cumulative loss of suitable habitat in the general vicinity of the Project area. The DEIR acknowledges potential adverse effect on SSC species due to loss of habitat.

As noted in the comment, there are several measures outlined in Section 4.3, Biological Resources, of the DEIR to avoid and minimize impacts on these species.

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In regard to mitigation measure BIO MM -1 (Avoidance and Minimization Measures to Avoid Incidental Take of Joshua Tree/Joshua Tree Woodland and Species of Special Concern) (page 4.3-40 through 4.3-41 of the DEIR) requires that a qualified biological monitor is present for all vegetation removal activities, to ensure that incidental construction impacts on Western Joshua trees and special status wildlife species are avoided or minimized to the maximum extent practical. This measure details requirements such as: 1) The Dedicated Biologist (the monitor) shall possess Scientific Collection Permits from CDFW for sensitive species that have a reasonable potential of being encountered on the site on the basis of suitable habitat; 2) the Dedicated Biologist shall be on the site full time during vegetation removal and grading activities; 3) should any sensitive species be observed, the Dedicated Biologist shall have the authority to pause or redirect construction equipment away from observed sensitive species and direct or move the species out of harm’s way to the extent practicable, to a location of suitable habitat outside of the Project’s impact footprint. Construction work may recommence in areas where sensitive species were observed only after the Dedicated Biologist has determined it is safe to do so; 4) the Dedicated Biologist shall remain on site daily during ground disturbing activities and vegetation removal to advise workers to proceed with caution and ensure that sensitive wildlife, if present, is not unnecessarily harmed; 5) prior to issuance of the first permit that authorizes vegetation removal or ground disturbance, the Dedicated Biologist shall prepare and submit to the City a Wildlife Relocation Plan describing all wildlife species that could occur within the Project site and proper handling and relocation protocols; 6) the Wildlife Relocation Plan shall include species- specific relocation areas, at least 200 feet outside of the Project site and in suitable and safe relocation areas; 7) no wildlife nests, eggs, or nestlings may be removed or relocated at any time; 8) if the Dedicated Biologist or construction contractor observe that any wildlife species of special concern (SSC) are harmed or a dead or injured animal is found, construction work in the immediate area shall stop immediately, the Dedicated Biologist shall be notified, and the dead or injured wildlife shall be documented and a formal report shall be sent to CDFW and the City within three calendar days of the incident or finding detailing the date, time of the finding or incident (if known), and location of the carcass or injured animal and circumstances of its death or injury (if known); 9) work in the immediate area may only resume once the proper notifications have been made and additional measures have been identified to prevent additional injury or death; and 10) the Dedicated Biologist shall coordinate directly with th e Project’s construction contractor(s) involved in vegetation clearing and ground disturbing construction activities.

In regard to mitigation measure BIO MM-2 (Protection of nesting birds/raptors) (page 4.3-41 through

4.3-42 of the DEIR) is designed to avoid impacts on active nests for common and special status birds and raptors. This measure requires that the Project Applicant schedule vegetation clearing and during the non-breeding season to the extent feasible. If Project timing requires vegetation clearing occur during the nesting season, the Project applicant must conduct a nest survey by a qualified Biologist within three days prior to vegetation clearing. If an active nest is located in the pre-construction nesting bird survey area, the Biologist shall delineate an appropriate buffer to protect the nest based on the sensitivity of the species. A protective buffer of 500 feet shall be used to protect nesting raptors. If appropriate, a smaller buffer may be considered (as determined by the Biologist) based on site topography, existing disturbance, sensitivity of the individuals (established by observing the individuals at the nest), and the type of construction activity. No construction activities shall be allowed Antelope Valley Commerce Center Specific Plan Project
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in the designated buffer until the Biologist determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist determines that nesting activity has ceased (i.e., fledglings have left the nest, or the nest has failed). The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on construction plans. Prior to the initiation of construction activities, an email summary of the results shall be submitted to the City by the Project Applicant with a map of any active nests found and their designated buffers.

Construction shall be allowed to proceed if standard buffer distances are employed for any active nests.

The Biologist shall then prepare a formal Letter Report describing methods used, results of the survey, recommended buffers, and/or justification for buffer reductions. The Letter Report shall be submitted to the City within one week of completion of the survey. If an active nest is observed during the survey, the Letter Report shall include a map showing the designated protective buffer.

In regard to mitigation measure BIO MM-7 (Burrowing Owl Pre -Construction Survey) (page 4.3-45 through 4.3-46 of the DEIR) requires burrowing owl surveys and protection if present based on the Staff Report on Burrowing Owl Mitigation (CDFG 2012). The Project applicant is required to retain a qualified Biologist to conduct a pre -construction survey for the burrowing owl no less than 14 days prior to any ground disturbance by the Project and no greater than 30 days prior to ground disturbance in each Project area. The pre-construction survey shall include the area of proposed disturbance plus a 500-foot buffer (if access is available). If an active burrow is observed outside the breeding season (i.e., September 1 to January 31) and it cannot be avoided, the burrowing owl shall be passively excluded from the burrow following methods described in CDFG 2012. One-way doors shall be used to exclude owls from the burrows; doors shall be left in place for at least 48 hours. Once the burrow is determined to be unoccupied, as verified by site monitoring, the burrow shall be closed by a qualified Biologist who shall excavate the burrow using hand tools. Prior to excluding an owl from an active burrow, a receptor burrow survey shall be conducted to confirm that at least two potentially suitable unoccupied burrows are within approximately 688 feet prior to installation of the one-way door. If two natural receptor burrows are not located, one artificial burrow shall be created for every burrow that would be closed. If an active burrow is observed outside the breeding season (i.e., September 1 to January 31) and it can be avoided, the Biologist shall determine an appropriate protective buffer for the burrow based on CDFW guidelines. The buffer shall range from 160 feet to 1,640 feet depending on the level of impact and the time of year. The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant or its designee shall contact CDFW to determine whether a redu ced buffer can be accommodated without adversely impacting occupied burrows. If an active burrow is observed during the breeding season (i.e., February 1 to August 31), the active burrow shall be protected until nesting activity has ended (i.e., all young have fledged from the burrow). The Biologist shall determine the appropriate protective buffer for the burrow based on CDFW guidelines. The buffer shall range from 650 to 1,640 feet depending on the level of impact and the time of year. The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant or its designee shall contact CDFW to determine whether a reduced buffer can be accommodated without adversely impacting occupied burrows. Construction shall be allowed to proceed when the qualified Biologist has Antelope Valley Commerce Center Specific Plan Project
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determined that all fledglings have left the nest. Compensatory mitigation for the loss of foraging habitat shall be satisfied with implementation of MM
In regard to mitigation measure BIO MM-4. (Joshua Tree Woodland) page 4.3-42 through 4.3-44 of the DEIR). Upon completion of the pre -construction burrowing owl survey, a Letter Report shall be prepared and submitted to CDFW documenting the results of the survey within two weeks of completion of the survey effort. If an active burrow is observed, the Letter Report shall include a description of the protective buffer that has been designated and a summary of any additional correspondence with the CDFW. If time lapses of greater than 30 days occur during construction in a particular portion of the work area, an additional survey shall be conducted by a qualified Biologist within 24 hours prior to vegetation clearing and/or ground disturbance in that area. If any new burrowing owl burrows are observed, the conditions above shall be applied.

In regard to mitigation measure, BIO MM-8 (Desert Kit Fox/American Badger Burrows) (page 4.3-46 through 4.3-47 of the DEIR) requires protection of desert kit fox and American badger burrows. The Project Applicant must retain a qualified Biologist to conduct a pre -construction burrow survey for desert kit fox and American badger no less than 14 days and no more than 30 days prior to initiation of ground disturbance/construction activities. Ideally, this survey shall be conducted outside the breeding season (i.e., February 1 to September 15) to allow for passive exclusion, if necessary. The pre-construction survey shall include the Project site plus a 200-foot buffer (if access is available). If an active burrow is observed outside the breeding season (i.e., September 16 to January 31) and it cannot be avoided, the burrow shall be closed using passive exclusion. One-way doors shall be used to exclude American badgers from their burrows; doors shall be left in place for at least five nights.

Progressive soil blocking shall be used to discourage use by desert kit fox. Once the burrow is determined to be unoccupied (i.e., not used for five nights), as verified by site monitoring (e.g., wildlife cameras), the burrow shall be closed by a qualified Biologist who shall excavate the burrow using hand tools. If an active burrow is observed outside the breeding season (i.e., September 16 to January 31) and it can be avoided, a 50-foot protective buffer shall be delineated around the burrow. The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant shall consult with CDFW to determine whether a reduced buffer can be accommodated without adversely impacting occupied burrows. If an active den is observed during the breeding season (i.e., February 1 to September 15), the active den shall be protected with a 100-foot buffer until breeding activity has ended. The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant shall contact CDFW to determine whether a reduced buffer can be accommodated without adversely impacting the occupied den. Construction shall be allowed to proceed when the qualified Biologist has determined that the burrow is no longer active based on site monitoring (i.e., no activity has been observed at the burrow for five nights). Upon completion of the pre -construction burrow survey, a Letter Report shall be prepared and submitted to CDFW documenting the results of the survey within two weeks of completing the survey effort. If an active burrow/den is observed, the Letter Report shall include a description of the protective buffer that has been designated and a summary of any additional correspondence with the CDFW.

Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-79
Each of the mitigation measures described above demonstrate that the Project requires a high level of avoidance of special status species. In addition, coordination with CDFW is required within several steps of the process to ensure CDFW approval of subsequent steps. One additional measure, BIO MM- 3 (page 4.3-42 of the DEIR) requires that the applicant secure an ITP from CDFW pursuant to the CESA. The ITP, either Western Joshua Tree Conservation Act or standard CESA, would include mitigation in the form of in lieu payment or habitat preservation. Joshua tree woodland accounts for approximately 66 percent of the impacted acreage of the Project. Consequently, the majority of the habitat on the site requires direct coordination with CDFW and agreed upon mitigation conditions prior to Project implementation. The CDFW ITP mechanism is expected to result in habitat enhancement, restoration, creation, and or preservation in the region. As a result, special -status plant and wildlife species associated with the dominant vegetation type on the Project site are expected to benefit from such mitigation further reducing impacts. With all mitigation incorporated in the DEIR which minimize, reduce, and mitigate Project habitat impacts in addition to the availability of sufficient undeveloped land within the Project region, Project impacts would not be expected to result in measurable changes in current regional population levels and impacts would therefore be less than insignificant. Based on the foregoing discussion and analysis and the extensive mitigation requirements included in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

G-11 The commenter provides a recommended mitigation measure regarding compensatory mitigation for SSC. The commenter is referred to the response to Comment G -12, which explains that the DEIR already includes sufficient mitigation to ensure that Project’s impacts to SSC would be reduced to less- than-significant levels. No revision to the DEIR is warranted pursuant to this comment.

G-12 The commenter states that CDFW supports the Reduced Project Alternative Phase I as the environmentally superior alternative and recommends it be the preferred alternative for the Project.

The commenter recommends that the City and Project proponent dedicate land designated for Phases II-IV development for wildlife conservation. The commenter adds that if adoption of the Reduced Project Alternative Phase I is not feasible, the commenter recommends that additional alternatives are included in the EIR tha t would reduce the impacts associated with Phase I. The commenter’s stated preference for the City to adopt Reduced Project Alternative Phase I in lieu of the proposed Project is acknowledged and will be considered by the City during deliberations over whether to approve, conditionally approve, or deny approval of the proposed Project. No further response is necessary.

G-13 In this comment, CDFW recommends modifications to Mitigation Measure BIO -MM 2 in DEIR Section 4.3, Biological Resources. In response to this comment, BIO MM-2 has been updated to reflect CDFW’s recommended modifications, as shown below.

BIO MM-2 Nes
ting Birds/Raptors. To avoid impacts on active nests for common and special status birds and raptors, the Project Applicant shall schedule vegetation clearing and blasting (blasting is not anticipated) during the non-breeding season (i.e., September 16 to January 31) to the extent feasible. If Project timing requires that vegetation clearing occur between February 1 (as early as January 1 for some raptors) and September 15, the Project Applicant or Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-80
its designee shall retain a qualified Biologist to conduct a pre -construction survey for nesting birds and raptors. The pre -construction survey shall be conducted by a qualified Biologist within three days prior to vegetation clearing. The pre -construction nesting bird survey area shall include the Project impact area (i.e., disturbance footprint) plus a 250-foot buffer to search for nesting birds and a 500-foot buffer to search for nesting birds and raptors. If no active nests are found, no further mitigation would be required.

If an active nest is located in the pre-cons truction nesting bird survey area, the Biologist shall delineate an appropriate buffer to protect the nest based on the sensitivity of the species. A protective buffer of 500 feet shall be used to protect nesting raptors and a protective buffer of 300 feet shall be used to protect nesting birds. If appropriate, a smaller buffer may be considered (as determined by the Biologist) based on site topography, existing disturbance, sensitivity of the individuals (established by observing the individuals at the nest), and the type of construction activi ty. No construction activities shall be allowed in the designated buffer until the Biologist determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist determines that nesting activity has ceased (i.e., fledglings have left the nest or the nest has failed). The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on construction plans.

Prior t
o the initiation of construction activities, an email summary of the results shall be submitted to the City by the Project Applicant with a map of any active nests found and their designated buffers. Construction shall be allowed to proceed if standard buffer distances are employed for any active nests. The Biologist shall then prepare a formal Letter Report describing methods used, results of the survey, recommended buffers, and/or justification for buffer reductions. The Letter Report shall be submitted to the City within one week of completion of the survey. If an active nest is observed during the survey, the Letter Report shall include a map showing the designated protective buffer.

G-14 The commenter appreciates that the EIR addressed comments previously provided by CDFW on the Project’s Notice of Preparation (NOP ). The commenter reminds the City that the Project Proponent should obtain an ITP prior to the issuance of City permits, and that mitigation should be provided as part of the ITP process. The commenter adds that coordination with the CDFW, City and Project Proponent is welcomed prior to adoption of the EIR. The comment is acknowledged. As noted in the responses to Comments G -7 and G -8, the Project would be subject to an ITP process. No further response is required.

G-15 The commenter states that [as part of biological monitoring on the Project site] information on special status species should be submitted to the CNDDB and that it is the Project Proponent’s responsibility to ensure that data is submitted properly. The commenter states that the Project Proponent should provide CDFW with confirmation of data submittal. In response to this comment, the Project Proponent has been informed of reporting protocols and has committed to ensuring that data is submitted properly, Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-81
and that confirmation of data submittal will be provided to CDFW when and if applicable. All special- status species detection made during surveys associated with the Project will be reported to the CNDDB and will include all required information. No further response is necessary.

G-16 The commenter recommends updating the proposed biological resources mitigation measures in DEIR Section 4.3, Biological Resources, as well as in the Project’s Mitigation Monitoring and Reporting Program (MMRP), pursuant to the CDFW comments. The commenter is referred to the responses to Comments G-8, G-10, G-12, G-13, and G-14. Modifications to BIO MM-2, as described in CDFW Comment G-13 and the response to Comment G-13, above, is incorporated into the Project’s MMRP in the Final EIR.

G-17 The commenter states that CDFW fees will need to be paid upon the filing of the Notice of Determination (NOD) for the Project’s FEIR. This comment is acknowledged. As required per Cal.

Code Regs, title 14, § 753.5; Fish & Game Code, § 711.4; Pub. Resources Code, § 21089, the Project Applicant will pay applicable CDFW filing fees when the NOD for the Project is filed with the County Clerk.

G-18 The commenter thanks the City for the opportunity to comment on the DEIR and concludes by providing additional CDFW contacts along with a list of references. As a commenting party on the DEIR, CDFW will receive all public notices related to the FEIR and related to public hearings concerning the Project’s CEQA compliance process. No further response is required.

G-19 The commenter includes CDFW recommended language for mitigation measures to be incorporated into the FEIR. In response to this comment, the commenter is referred to Responses G-7 through G-

13. Antelope Valley Commerce Center Specific Plan Project Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-82
Comment Letter H.1
ENGINEERING REVIEW COMMENTS PAGE 1 OF 2 PAGES
DATE 5 Aug 24
Document1
PROJECT DESCRIPTION: Antelope Valley Commerce Center (General Plan Amendment 22- 001, Zone Change 22-001, Specific Plan 22-001, Tentative Parcel Map 83738, Site Plan Review 22-008, and Development Agreement 22-001)
LOCATION: Antelope Valley Commerce Center
PROJECT NO.:

SUBMITTAL STAGE
Preliminary Design
Final Design
_____________

REVIEWING OFFICE
OFFICE: AFLCMC/E ZV
NAME:

TITLE: AIR FORCE PLANT 42
PHONE :

DISCIPLINE

ARCHITECTURAL

MECHANICAL
CIVIL

ELECTRICAL

GROUND SAFETY

STRUCTURAL

PAVEMENTS

USING AGENCY

MECHANICAL

ELECTRICAL

UTILITIES

SANITARY

COMMUNICATIONS

GROUND SAFETY

FIRE PREVENTION

ENVIRONMENTAL

SECURITY
OTHER___________

ACTION LEGEND
A – Approve
D – Disapprove
E – Exception, See
Comment/Response
X – Delete Comment

DRAWING OR
PAR. NO.

COMMENT

NUMBER REVIEWER COMMENTS RESPONSE TO COMMENT ACTION
General 1 Please be advised, the proposed project presents significant encroachment and security concerns for Air Force Plant 42 and the various programs/operations that reside at the plant.

These concerns are being reviewed and response formalized, which will be submitted under separate cover.

General 2 The DEIR should evaluate the impact of the commerce center's lighting on night operations at AFP 42 and consider using directional lighting, shielding, and low-intensity LED lights to minimize light spillover.

General 3 The DEIR should propose a framework for ongoing communication and coordination between the commerce center developers and AFP 42.

General 4 The May 2021 HSR, Bakersfield to Palmdale Footprint Mapbook, Sheets 80-83 show “permanent impact” to areas included in the AVCC as well as along Avenue M. Have these impacts to AVCC’s proposed area, and to traffic in the area, been addressed? They are not identified in the DEIR. If they have been addressed, may the Air Force receive a copy of the outcome?
General 5 What will be the standoff distance between Plant 42’s NW corner and Parcels 13-15? Need to consider security, stormwater runoff, lighting, and a wildlife corridor.

General 6 The Air Force would like a copy of the updated “Water Supply Assessment Report” (App N) when completed.

General 7 Potential Plant 42 Fire and Emergency Service support for AVCC should be discussed and as applicable updated under a Mutual Aid Agreement between the city and Plant 42.

AQI Standard
Regulatory
Requirements
(ES.2) _
8 Explicitly state how the project will ensure continuous compliance with AVAQMD Rule 1113, particularly during unexpected project changes or delays. Consider requiring regular audits and compliance checks.

AQI
Mitigation
Measures (ES.3)
MM AQ-1 and
MM AQ-2
9 The inclusion of Tier 4 equipment and low VOC paints is commendable. However, project should establish a verification process to confirm the use of compliant equipment and materials throughout the project duration
AQI MM AQ-5 10 The requirement for tenants to use the cleanest technologies and comply with air quality regulations is vital. The project should include a clear enforcement mechanism for these lease agreement terms
Back
H.1-1
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Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-83
Comment Letter H.1
ENGINEERING REVIEW COMMENTS (CONTINUATION SHEET) PAGE 2 OF 3 PAGES DATE 5-Aug-24
NOT TO BE USED WITHOUT ENVP FORM 1, SEP 99
Document1

DRAWING OR
PAR. NO.

COMMENT

NUMBER REVIEWER COMMENTS RESPONSE TO COMMENT ACTION
AQI Project
Design Features
(ES.4)
11 Sustainable design features should be more detailed, including specific goals for water use reduction, waste management, and landscape sustainability. For example, specify the percentage of building energy to be derived from on-site renewable sources.

AQI Sensitive
Receptors (3.8-9)
12 Project should establish a complaint resolution mechanism for residents and businesses affected by air quality issues and should have a contingency plan in place to address any unforeseen odor issues swiftly
Energy Analysis
MM AQ-4
13 Mentions the use of rooftop solar panels to the extent feasible but does not provide detailed specifications or commitments. Given California's goals for renewable energy, the project should commit to a specific percentage of its energy needs being met by on-site renewable sources. Include locations of solar panels in preliminary design Energy Analysis
General
14 To ensure accountability and continuous improvement, the project should commit to annual public reporting on its energy consumption, renewable energy generation, and the effectiveness of implemented energy-saving measures.

Energy Analysis
ES.3
15 Include locations/number of rain barrels in design
Energy Analysis
General
16 The project should explore grid strength especially given the project's proximity to sensitive land uses and the large scale of operations proposed.

GHG MM AQ-4 17 Mentions the use of rooftop solar panels to the extent feasible but does not provide detailed specifications or commitments. Given California's goals for renewable energy, the project should commit to a specific percentage of its energy needs being met by on-site renewable sources. Include locations of solar panels in preliminary design GHG MM AQ-5 18 The proposed mitigation measure to require tenants to use the cleanest technologies and provide infrastructure for zero-emission vehicles, equipment, and appliances is commendable. Define “cleanest technologies possible” and specify implementation timelines, monitoring mechanisms, and compliance verification to ensure effectiveness.

GHG ES.4 Water
Conservation
19 Include locations/number of rain barrels in design
Site 1 20 Additional traffic on Avenue M (Columbia Way) and chance of increased accidents, increase in encounters with vagrants, increase in fugitive dust emissions Pg. S-42, Para.

BIO DF-9
21 Recommend including wind control in the minimization measures for Trash and Debris.

Winds are persistent and frequently >25 mph.

Pg. S-64
Threshold d:
22 Recommend revisiting, the site does experience severe weather storms. Hurricane Hillary deposited 3.94-inch (August 2023) overflowing stormwater systems throughout the valley.

There are also annual-biannual events of torrential rains with multi-inch accumulation within hours.

Pg. 4.2-31 (pdf
260), Para 4.2.4,
A, Criteria No. 3
23 As noted, the AVCC Air Quality (AQ) requirements are not expected to be exceeded during construction. However, operational AQ beyond Phase I (II-IV) are expected to exceed emissions for NO
x, Co and PM10. What restrictions would Plant 42 have on development if AVCC already strains and/or exceeds ambient air emission standards. This could adversely impact future development at the Plant. The Site Specific Plan’s (SSP) AVCC operational mitigation requires changes in technology. Will Plant 42 be restricted form development until AVCC’s mitigation efforts are effective?
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Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-84
Comment Letter H.1
ENGINEERING REVIEW COMMENTS (CONTINUATION SHEET) PAGE 3 OF 3 PAGES DATE 5-Aug-24
NOT TO BE USED WITHOUT ENVP FORM 1, SEP 99
Document1

DRAWING OR
PAR. NO.

COMMENT

NUMBER REVIEWER COMMENTS RESPONSE TO COMMENT ACTION
Pg. 4.3.1, B.,
General
(pdf 297)
24 Plant 42 field cams have caught regular occurrences of wildlife roaming between the AVCC site and the plant. At approximately the same time as the AVCC surveys (March and May 2022), Plant 42 conducted a Threatened and Endangered Species (TES). 2022 was a draught year and may not adequately capture the full range of local wildlife, especially as the valley continues to grow and encroachment concerns increase. Plant 42 can confirm mammal species questioned in the DEIR, for example, coyote (Canis latrans), desert cottontail rabbit (Sylvilagus audubonii), kit fox (Vulpes macrotis), and pocket gophers (Thomonys bottae). Plant 42’s TES observed 47 species of birds to include Cooper’s hawk (Accipiter cooperii), prairie falcon (Falco mexicanus), Swainson’s hawk (Buteo swainsoni), loggerhead shrike (Lanius ludovicianus), burrowing owl (Athene cunicularia), yellow warbler (Setophaga petechia) and etc. The abundance of species identifies the significance of the local migratory and stationary avian community.

Pg. 4.3.1, B.,
General
(pdf 297)
25 To the west and eastern AVCC are proposed open spaces, there should also be a southern corridor for wildlife (between AVCC and Plant 42’s airfield) to reduce the chance of wildlife incursion on the airfield. The proposed plan does not allow a wildlife crossover between the east and west of AVCC. This can force wildlife to venture onto the airfield.

Without a crossover, the AVCC proposed stormwater catch basis will attract wildlife whose southern opens space route encourages wildlife to cross the active runways. At some point, the plant hopes to install a wildlife fence skirt. When that happens, wildlife will be restricted in the eastern area of AVCC without safe passage.

Pg. 4.3 (General) 26 All Phases: The AVCC loss of habilitate will encourage wildlife to find refuge on Plant 42’s airfield. Has there been any evaluation of the risk to Bird (or other wildlife) Aviation Strike Hazard (BASH) as a result of AVCC’s habitat loss? There was not found in the DEIR.

Pg. 4.9-12 (pdf
504), Para 2.
27 Recommend re-evaluate the catch basin size. Global warning has impacted the magnitude of storm surges in the area to include hurricanes, such as Hurricane Hillary (3.94 inches, August 2023). More than 3 inches of rain has been deposited in the area in less than a 24- hour period. Significant flooding and existing stormwater overflow is happening along E Ave M.

Pg. 4.13-1 (pdf
595), general
28 Confirm the analysis accounts for GOCO current and future expansion, to include traffic flow on E Ave M from SR14 (most direct route to SR14). Current traffic backups at Sierra Hwy and E Ave M are close to a 0.5 mile long during peak hours. Additionally, the DEIR has not looked at transportation impacts heading eastbound along E Ave M, and movement south-east to/on SR 138.

Pg. 4.13-1 (pdf
595), general
29 The DEIR does not include the potential impacts of High-Speed Rail (HSR) on local transportation, re-routing Sierra Hwy to the west to accommodate the HSR, nor the inclusion of a 3rd rail along Sierra Hwy. Delays along this route will create an additional source of air pollution.

Pg. 4.13-1 (pdf
595), general
30 The impact of adding as many six traffic lights on E Ave M has not fully considered with respect to GOCO, AVCC and the HSR projects.

Pg. 4.13-1 (pdf
595), general
31 The DEIR should also address traffic impacts on and near E Ave M with future GOCO expansion, plus AVCC phases, and the development of HSR (includes 3rd rail, 177-acre maintenance-of-way facility [MOWF], and possible light maintenance facility [LMF]).

Traffic should be evaluated as well with the HSR project relocating Sierra Hwy east.

Recommend the DEIR evaluate the traffic flow impact of all future developments. (HRA Source: HRA Bakersfield to Palmdale Project Section, May 2021) H.1-24
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Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-85
RESPONSES TO COMMENT LETTER H.1:

Air Force Life Cycle Management Center (AFLCMC)

H.1-1 The commenter advises the City that the Project presents significant encroachment and security concerns for USAF Plant 42 and the various programs/operations that reside at Plant 42, and states that these concerns are being reviewed and response formalized, which will be submitted under separate cover. While the City disagrees that the proposed Project would adversely affect USAF Plant 42, the City acknowledges that the Air Force Life Cycle Management Center (AFLCMC) may have additional comments that are forthcoming under separate cover. No further response is necessary.

H.1-2 The commenter states that the DEIR should evaluate the impact of the commerce center's lighting on night operations at USAF Plant 42 and consider using directional lighting, shielding, and low-intensity LED lights to minimize light spillover. The commenter is referred to the discussion and analysis of Threshold d in DEIR Subsection 4.1, Aesthetics. As noted therein:

“New sources of artificial lighting would be introduced to the site as a result of implementation of the proposed Project. Lighting fixtures on the Project site would primarily be used to illuminate the driveway entrances, parking areas, truck docking areas, and building entrances.

All new light sources associated with development in the Specific Plan Area would be required to comply with SP 22-001 Chapter 6, Section 6.3.7 Outdoor Lighting, which provides standards and guidelines related to outdoor lighting with the intent of minimizing glare and spillover onto public streets and adjacent properties. As included in SP 22-001, outdoor lighting fixtures utilized in the Project area would be complementary to other buildings in the area with respect to design, materials, and color. Neon lighting, low-pressure fixture sodium lighting, and flashing lights would be prohibited in the Specific Plan Area. Additionally, lighting that could be mistaken for airport lighting would be prohibited. Development in the Specific Plan Area would also be required to comply with PMC Chapter 17.86.030, Outdoor Lighting, which prevents light spillover, glare, nuisance, inconvenience, or hazardous interference of any kind on adjacent properties and streets. Mandatory compliance with SP 22-001 design standards and guidelines along with the PMC lighting requirements would ensure that any pole-mounted and building-mounted lighting fixtures associated with the Project would not introduce any design features that would create a new source of light to the extent that would adversely affect day or nighttime views in the area. In addition, a photometric plan depicting light coverage in compliance with PMC Section 17.86.030, Outdoor Lighting, would be required as a condition of the Project’s approval.

Because implementation of the Project would comply with the design standards and guidelines proposed by SP 22-001 and the PMC where applicable when SP 22-001 is silent, the Project would not create a new source of substantial light which would adversely affect day or nighttime views in the area; therefore, impacts would be less than significant and not mitigation is required.” (DEIR at pp. 4.1-11 and 4.1-12)

Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-86
Accordingly, the City finds that the Project’s DEIR already included an analysis of potential lighting impacts, including potential lighting that may affect operations at USAF Plant 42, and demonstrates that such lighting impacts would be less than significant with mandatory compliance with applicable provisions of the City of Palmdale Municipal Code and the requirements included in proposed SP 22- 001, as well as required compliance with CDFW, as outlined in CDFW’s comment as it relates to lighting (see Response G-6 above). No revision to the DEIR is warranted pursuant to this comment.

H.1-3 The commenter suggests that the DEIR should propose a framework for ongoing communication and coordination between the commerce center developers and USAF Plant 42. While the Project Applicant is not opposed to on-going communication and coordination with USAF Plant 42, the purpose of the Project’s DEIR is to evaluate the Project’s potential impacts to the environment and to identify mitigation measures to reduce those impacts to less-than-significant levels or to the maximum feasible extent. The DEIR indicates a less than significant impact to USAF Plant 42 operations and the Project will be conditioned to ensure that the security and operations of Plant 42 remain unaffected to all extents possible. Accordingly, no revision to the DEIR is warranted pursuant to this comment.

H.1-4 The commenter queries whether the Project’s impacts to traffic in the local area have been evaluated and addressed, and the Air Force is requesting a copy of any such studies. First, it should be noted that on December 28, 2018, updates to the California Environmental Quality Act (CEQA) Guidelines were approved by the Office of Administrative Law (OAL). As part of the updates to the CEQA Guidelines, thresholds of significant for evaluation of impacts to transportation have changed. As required by Senate Bill (SB) 743, new Threshold b of the CEQA Guidelines for Transportation requires an evaluation of impacts due to VMT, which replaced the Level of Service (LOS) criteria (i.e., automobile delay) that has been utilized in the past to evaluate potential effects to transportation under CEQA.

Pursuant to CEQA Guidelines Section 15064.3(a), “…a project’s effect on automobile delay shall not constitute a significant environmental impact.” Accordingly, the DEIR properly excluded an evaluation of potential LOS-related impacts to traffic. Notwithstanding, the commenter is referred to DEIR Technical Appendix L1, which includes the Project-specific Traffic Impact Analysis (TIA). The Project’s Traffic Impact Analysis is available as Appendix L1 to the DEIR on the City’s website at https://www.cityofpalmdaleca.gov/277/Environmental-Documents.

H.1-5 The commenter questions the distance between USAF Plant 42’s northwest corner and proposed Parcels 13 -15, and expresses concerns over security, stormwater runoff, lighting, and a wildlife corridor. The linear distance between proposed Parcels 13-15 and the northwest corner of the USAF Plant 42 site is approximately 7,310 feet (1.38-mile) . Security is not an environmental concern requiring analysis under the CEQA Statute and Guidelines; it is expected that security of UAF Plant 42 would be addressed by existing security personnel at USAF Plant 42. Also, no specific development plan is proposed on Parcels 13-15 at this time. Should the proposed Project’s Specific Plan be approved, build out of Parcels 13-15 will require the subsequent review and approval of Site Plans by the City’s Development Advisory Board (DAB) for each parcel. USAF Plant 42 representatives regularly attend the City’s DAB meetings. Security concerns, if any, can be considered and addressed by conditions of approval placed on Site Plan approvals at the time that Site Plans are proposed for Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-87
Parcels 13-15. With respect to stormwater runoff, the commenter is referred to DEIR Subsection 4.9, Hydrology & Water Quality , which includes a full analysis of Project impacts to hydrology and drainage and demonstrates that all impacts would be less than significant. With respect to lighting, the commenter is referred to the response to comments G-6 and H.1-2 above . With respect to wildlife movement, the commenter is referred to the discussion and analysis presented under the analysis of Threshold d in DEIR Subsection 4.3, Biological Resources, as well as response to comments G-6 above and H.1-24 and H.1-25 below. As this comment does not identify any deficiencies with the discussion and analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-6 The commenter requests a copy of the Project’s updated Water Supply Assessment (WSA) Report (Technical Appendix N). The commenter’s request is acknowledged. Any such documents are available for review in electronic format on the City’s website or in paper copy at the City’s Department of Economic and Community Development, Planning Division, 38250 Sierra Highway, Palmdale, CA 93550, during the City’s regular business hours. Accordingly, no revision to the DEIR is warranted pursuant to this comment.

H.1-7 The commenter states that potential USAF Plant 42 Fire and Emergency Service support for the proposed Project should be discussed as applicable and updated under a Mutual Aid Agreement between the City of Palmdale and USAF Plant 42. The commenter is referred to the discussion and analysis of fire protection services as presented in DEIR Subsection 4.12, Public Services. As indicated therein, fire service to the proposed Project would be provided by the Los Angeles County Fire Department (LACFD). The City is coordinating with USAF Plant 42 regarding the possibility of a Mutual Aid Agreement. Accordingly, no revision to the DEIR is warranted pursuant to this comment, as the commenter’s request is acknowledged and is unrelated to the Project’s DEIR.

H.1-8 The commenter asserts that the DEIR should explicitly state how the P roject would ensure continuous compliance with AVAQMD Rule 1113, particularly during unexpected project changes or delays.

Consider requiring regular audits and compliance checks. The requirement to comply with AVAQMD Rule 1113 is identified as Project Regulatory Requirements AIR RR-5. Furthermore, the requirement to utilize paints that meet the requirements of Rule 1113 applies not only to the proposed Project, but also to all v endors within the State of California. As such, it can be assured that any architectural coatings used during Project construction or during maintenance under long-term operating conditions would comply with Rule 1113, as it is highly unlikely construction contractors or future tenants would source paints from out -of-State sources. Accordingly, because compliance with Rule 1113 is mandatory, no revision to the DEIR is warranted pursuant to this comment.

H.1-9. The commenter commends the inclusion of Tier 4 equipment and low -VOC paints, and requests the establishment of a verification process to confirm the use of compliant equipment and materials. With respect to low-VOC paints, the commenter is referred to the response to Comment H-8. With respect to Tier 4 equipment, the commenter is referred to Mitigation Measure AIR MM-6 which discloses that compliance with the requirement to include Tier 4 equipment is mandatory and would be assured Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
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through the implementation of Mitigation Measure AIR MM -6. Thus, the requirement to use Tier 4- compliant equipment during construction activities already is assured by the language included in AIR MM-6; therefore, no revision to the DEIR is warranted pursuant to this comment.

H.1-10 The commenter states that the requirement for tenants to use the cleanest technologies and comply with air quality regulations is vital, and recommends the imposition of a clear enforcement mechanism for these lease agreement terms. The commenter is referred to the mitigation measures presented in DEIR Subsection 4.2, Air Quality. Each of the mitigation measures that require the use of efficient technologies includes language assuring compliance with the mitigation requirements. As this comment does not identify any specific mitigation measures for which the compliance mechanism is not fully described, no revision to the DEIR is warranted pursuant to this comment.

H.1-11 The commenter asserts that sustainable design features “should be more detailed, including specific goals for water use reduction, waste management, and landscape sustainability,” and specifically requests information on the percentage of building energy to be derived from on-site renewable sources. The commenter is referred to DEIR Mitigation Measure AIR MM-3, which requires that the Project “… shall include rooftop solar panels to the extent feasible, with a capacity that matches the maximum allowed for distributed solar connections to the grid.” As the future tenants of the Project’s proposed buildings are not known at this time, it is not possible to project the amount of renewable on- site energy production that would be accommodated, as the amount of energy that could be produced on-site is constrained by the available space on the Project’s industrial buildings, which often must include other features, such as skylights, air conditioning units, etc. The precise amount of on-site renewable ener gy production that would be achieved will not be known until building permit applications are filed with the City of Palmdale for each of the Project’s proposed buildings.

Regardless, the commenter is referred to DEIR Subsections 4.5, Energy , and 4.7, Greenhouse Gas Emissions, which provide a full discussion of the Project’s potential energy demands, the measures required to reduce energy demand, and the potential impacts of the Project’s energy demand due to GHG emissions. Accordingly, no revisions to the DEIR are warranted pursuant to this comment.

H.1-12 The commenter asserts that a complaint resolution mechanism for residents and businesses affected by air quality issues and should have a contingency plan in place to address any unforeseen odor issues swiftly. As noted on DEIR p. 4.2-29, the Project would be subject to compliance with AVAQMD Rule 402 and California Health and Safety Code, Division 26, Part 4, Chapter 3, Section 41700, both of which prohibit the emission of any material which causes nuisance to a considerable number of persons or endangers the comfort, health, or safety of the public, including odors. Compliance with AVAQMD Rule 402 is mandatory. Pursuant to California Health and Safety Code Section 42402(a), a person is strictly liable for a civil penalty of $5,000 per day for violating any provision of the Health and Safety Code section within Part 4 of Division 26 of the code or any order, permit, rule, or regulation of a district, including a district hearing board, or of the state Air Resources Board issued pursuant to Parts 1 through 4 of Division 26 of the code. Therefore, an enforcement mechanism that would ensure Antelope Valley Commerce Center Specific Plan Project
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Project compliance with AVAQMD Rule 402 already is in place, and as such no revision to the DEIR is warranted pursuant to this comment.

H.1-13 The commenter asserts that given California’s goals for renewable energy, the Project should commit to a specific percentage of its energy needs through on-site renewable sources. The commenter is referred to the response to Comment H-11, which is responsive to this comment.

H.1-14 The commenter asserts that the Project should be required to commit to annual public reporting on its energy consumption, renewable energy generation, and the effectiveness of implemented energy- saving measures. The commenter is referred to the discussion and analysis presented in DEIR Subsections 4.5, Energy , and 4.7, Greenhouse Gas Emissions . As noted in DEIR Subsection 4.5, Project impacts to energy would be less than significant. Although Project impacts due to GHGs would be significant and unavoidable, the Project’s energy-source GHG emissions comprise only 5.8% of the Project’s annual GHG emissions. Moreover, the discussion and analysis in DEIR Subsection 4.7 determined that Project impacts would be significant and unavoidable, and imposing a measure requiring annual reporting related to energy consumption would not measurably serve to reduce the Project’s GHG emissions. Based on the foregoing discussion, no revision to the DEIR is warranted pursuant to this comment.

H.1-15 The commenter requests information on the locations/number of rain barrels in the Project’s design.

Based on the description of the Project as provided in DEIR Section 3.0 and the Project’s application materials as submitted to the City of Palmdale, n o rain barrels are proposed as part of the Project’s design.

H.1-16 The commenter asserts that the Project should explore grid strength especially given the project's proximity to sensitive land uses and the large scale of operations proposed. Grid strength is a dynamic condition, as energy use demands in utility company service areas routinely fluctuate over time, and seasonally. The Project’s buildout is planned to be phased, and because grid strength conditions are dynamic and change over time, evaluation of grid strength would occur on a phase-by-phase basis. In the unlikely event that Southern California Edison (SCE) determines there is insufficient power in the local area to serve future phases or full build out of the Project, then the Project’s future development phases would not be able to proceed until SCE upgrades electrical capacity in the local area. The City has regular meetings with SCE regarding possible future deficiencies in the City so that SCE can work on any possible required regional upgrades. Any such future upgrade needs are speculative at this time, as usage conditions are dynamic and technological advancements and methods for future power delivery are also dynamic. In addition, each development project is reviewed on a case by case basis by SCE to ensure that grid strength is assured prior to issuance of construction-related permits that would necessitate power consumption. DEIR Section 4.5, Energy, and the Project’s Energy Analysis (Technical Appendix E ) determined that the proposed Project would not result in a potentially significant environmental impact due to wasteful, inefficient, or unnecessary consumption of energy resources, during project construction or operation.

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H.1-17 The commenter again asserts that GHG MM AQ -4 should be modified to provide specifications and commitments to on-site renewable energy production. The commenter is referred to the response to Comment H-11, which is responsive to this comment.

H.1-18 The commenter again requests information regarding clean technologies and requests a definition of “cleanest technologies possible” and requests additional implementation timelines, additional monitoring mechanisms, and additional compliance mechanisms to ensure effectiveness. The commenter is referred to the mitigation measures in the DEIR which are enforceable, include implementation timelines, and responsible and monitoring parties. As this comment does not identify any specific mitigation measures for which the compliance mechanism is not fully described, no revision to the DEIR is warranted pursuant to this comment.

H.1-19 The commenter again requests information on the locations/number of rain barrels in the Project’s design. The commenter is referred to the response to Comment H-15.

H.1-20 The commenter expresses concerns over additional traffic on Columbia Way / Avenue M and potential increased accidents, increase in encounters with vagrants, and increase in fugitive dust emissions. The commenter’s concern regarding potential increased accidents on Avenue M is acknowledged and is forwarded to the decision-makers. The DEIR and the Project’s Traffic Analysis (Technical Appendix L1) provide substantiation supporting the conclusion that the Project would not result in or increase the potential for accidents. To these ends, as discussed in the DEIR, pedestrian crosswalks in all directions would be provided at signalized intersections along Columbia Way / Avenue M to ensure pedestrian safety (DEIR, p. 3-7). As also discussed in the DEIR, all Project improvements within the public right-of-way would be required to conform with City design standards and standards established through the State of California Department of Transportation Construction Manual and the California Manual on Uniform Traffic Control Devices (DEIR, pp. 4.13-22, 4.13-23). Conformance with these standards minimizes potential hazard and safety issues associated with design and construction of circulation system improvements. Additionally, Project driveway design features identified at DEIR pp. 4.12-23 would act to facilitate Project ingress and egress, minimizing potential conflicts and safety concerns for vehicles entering or exiting the Project site. As also noted in the DEIR, the final Project site designs would be required to comply with driveway and circulation design standards of the AVCC Specific Plan, further minimizing potential circulation system safety concerns.

It is unclear what this comment is referring to with respect to increase in encounters with vagrants, but there are no components of the proposed Project that would affect the number of vagrants in the local area. With respect to fugitive dust emissions, the commenter is referred to the discussion and analysis presented in DEIR Subsection 4.2, Air Quality, which discloses that the Project’s regional emissions of PM
10 and PM2.5 would represent significant and unavoidable impacts of the proposed Project. The commenter’s concerns over the Project’s increase in fugitive dust emissions is acknowledged, and will be considered by the City during deliberations over whether to approve, conditionally approve, or deny approval of the proposed Project.

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Lead Agency: City of Palmdale SCH No. 2022090009
Page F-91
H.1-21 The commenter requests the inclusion of wind control in the minimization measures for Trash and Debris due to the frequency of high wind events in the local area. Design Feature BIO DF -9 already requires that trash receptacles must be fully covered, which would ensure that high wind events do not result in the blowing of trash onto off-site properties. Conditions of approval will also require the site to be maintained in a clean and orderly manner, which will minimize the presence of trash. No revision to the DEIR is warranted pursuant to this comment.

H.1-22 The commenter asserts that the conclusion reached for Threshold d in DEIR Subsection 4.9, Hydrology and Water Quality, fails to account for peak rain events. Threshold d relates to flood hazards, seiches, and tsunamis. With respect to flood hazards, which appears to be the focus of concern for this comment, the analysis of Threshold d relates to impacts from a property being located within a Federal Emergency Management Agency (FEMA) mapped flood plain, and the Project site is not located within a FEMA-mapped flood plain. The commenter is referred instead to the discussion and analysis of Threshold c in DEIR Subsection 4.9, which includes a full analysis of the Project’s drainage system based on a site-specific drainage study that is included as DEIR Technical Appendix J. The analysis of Threshold c demonstrates that the Project’s drainage system would preclude potential flood hazards on downstream properties. A s this comment does not identify any deficiencies with the analysis presented for Threshold c in DEIR Subsection 4.9 or with the site-specific drainage study, no revision to the DEIR is warranted pursuant to this comment.

H.1-23 The commenter notes that the proposed Project would result in significant and unavoidable regional air quality impacts, and requests information on what restrictions USAF Plant 42 may have as a result of the Project’s regional air quality emissions, and specifically queries whether this would adversely affect future development at USAF Plant 42. The commenter then asks whether USAF Plant 42 would be restricted from development until the Project’s mitigation efforts are effective. Because each new development is required to be analyzed under the CEQA Statute and Guidelines, the proposed Project’s level of regional air quality emissions would have no effect on any future development at the USAF Plant 42 site, nor would the proposed Project result in any restrictions on air quality emissions that may be generated by future development at USAF Plant 42. Rather, as with any new development project, any future development at the USAF Plant 42 site would be subject to CEQA and compliance with all applicable laws and regulations. As this comment does not identify any deficiencies with the analysis presented in the DEIR Subsection 4.2, Air Quality or with the site-specific Air Quality Impact Analysis (Technical Appendix B1), no revision to the DEIR is warranted pursuant to this comment.

H.1-24 The commenter notes that the USAF Plant 42 field cams have caught regular occurrences of wildlife roaming between the Project site and the USAF Plant 42 site. The comment states that at approximately the same time that surveys were conducted (March and May 2022) for the proposed Project, USAF Plant 42 conducted a Threatened and Endangered Species (TES) evaluation. The commenter notes that the TES was conducted during a drought year that may not have resulted in the identification of all species, and specifically lists certain species, including coyote (Canis latrans), desert cottontail rabbit (Sylvilagus audubonii), kit fox (Vulpes macrotis), and pocket gophers (Thomomys bottae), in addition Antelope Valley Commerce Center Specific Plan Project
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to 47 species of birds including Cooper’s hawk (Accipiter cooperii), prairie falcon (Falco mexicanus), Swainson’s hawk (Buteo swainsoni), loggerhead shrike (Lanius ludovicianus), burrowing owl (Athene cunicularia), and yellow warbler (Setophaga petechia). This information is not substantially different from the Project’s Biological Technical Report (DEIR Technical Appendix C1) or the information presented in DEIR Subsection 4.3, Biological Resources . Specifically, as noted in Section 3.0 and Table 10 of the Project’s Biological Technical Report, of the species listed by the commenter the following species were identified on site: coyote (Canis latrans), kit fox (Vulpes macrotis), loggerhead shrike (Lanius ludovicianus), and yellow-rumped warbler (Setophaga petechia). While not observed on site, the following species are identified as common mammals that may occur in the study area:
desert cottontail rabbit (Sylvilagus audubonii) and pocket gophers (Thomomys bottae). The following species were identified with the potential to forage on site, but are not expected to occur on site for nesting: Cooper’s hawk (Accipiter cooperii) and prairie falcon (Falco mexicanus). Swainson’s hawk (Buteo swainsoni) is not expected to occur for nesting or foraging on the Project site due to the lack of nesting and foraging habitat. In addition, the burrowing owl (Athene cunicularia) was not observed on site, but may occur for nesting or wintering. The analysis presented in DEIR Subsection 4.3, Biological Resources , identifies significant but mitigable impacts to nesting bird species/raptors (including the loggerhead shrike and yellow -rumped warbler), the burrowing owl, and desert kit fox (refer to DEIR Mitigation Measures BIO MM -2, BIO MM -7, and BIO MM -8, respectively), while impacts to common species (coyote, desert cottontail rabbit, pocket gophers) were determined to be less-than-significant; these common species are not considered sensitive species under federal or State classifications. In addition, the commenter is referred to the analysis of Threshold d in DEIR Subsection 4.3, which provides substantial evidence demonstrating that Project impacts to wildlife movement would be less than significant with implementation of Mitigation Measure BIO MM-2. In addition, as with any new development, the Proposed Project is required to comply with CDFW or USFWS regulations. As this comment does not identify any information that is materially different from what was presented in DEIR Subsection 4.3 and DEIR Technical Appendix C1, and because this comment does not identify any deficiencies with the analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-25 The commenter asserts that lands to the west and east of the Project site are proposed for open space, indicates that the Project should accommodate a wildlife crossover between the western and eastern sides of the Project site, and indicates concern that the Project would force wildlife onto the airfield.

The commenter further alleges that the Project’s proposed stormwater basins would attract wildlife that would adversely affect active runways. Please refer to response G -6, H.1-5, and H.1-24 above.

As this comment does not identify any deficiencies with the discussion and analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-26 The commenter asserts without providing any evidence that the loss of habitat on the Project site would result in wildlife taking refuge on USAF Plant 42’s airfield, and asks whether there has been an evaluation of the risk to Bird (or other wildlife) Aviation Strick Hazard (BASH). The Project Applicant appreciates the comment and understands the concern of Bird (or other wildlife) Aviation Strike Antelope Valley Commerce Center Specific Plan Project
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Hazard (BASH). As described in previous responses, there would be a reduction in wildlife species occurring adjacent to USAF Plant 42 as a result of Project implementation. Adjacent undeveloped lands would reach a normal carrying capacity consistent with numbers of species present today resulting in a net decrease of individuals within this block of undeveloped habitat. In the short term, during initial site disturbance grading, birds leaving the Project area would be expected to move into adjacent undisturbed habitat. Additionally, most of these bird species are low flying birds which typically fly close to the habitat. Larger birds are less restricted in movement and would be able fly over developed lands in all directions. All such movement resulting from the Project would be extremely short in duration. Higher elevation flying species moving through the region are not expected to be altered by implementation of the Project. Without specific aviation expertise, the applicant would only be able to suggest that USAF Plant 42 continue to implement the measures presumably in place to prevent birds strikes. As this comment does not identify any deficiencies with the discussion and analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-27 The commenter recommends re -evaluation of the size of the detention basins, citing climate change and Hurricane Hillary that resulted in 3.94 inches of rainfall in 2023, and notes the potential for flooding and existing stormwater overflow along Columbia Way / Avenue M. The commenter is referred to the discussion and analysis presented in DEIR Subsection 4.9, Hydrology & Water Quality, which was based on a Project-specific Drainage Report that is included as EIR Technical Appendix J.

As noted in DEIR Subsection 4.9 (refer specifically to the analysis of Threshold a):

“The on-site infiltration basin would mitigate the increased runoff at the Project outlet by attenuating the 288.4 cfs peak inflow. Due to the increased runoff, the infiltration basin would be needed for approximately 86 ac -ft of storage, to retain the 50-y ear storm event and 18.5 acre-feet of volume. This storage would be required to attenuate the post -Project flowrate to the pre -Project flowrate. The proposed infiltration basin has been designed to provide approximately 100 ac-ft of storage within the proposed retention basin area, which is greater than the 86 ac -ft of runoff volume generated by Area 1. Post -Project Area 2 would not be disturbed and the existing ground cover would match the existing condition land cover. Since Area 2 would reduce the pre -Project watershed 326.1-acre area to 188.9 acres, the Project would reduce the peak flow rate by 60 percent to Columbia Way / East Avenue M and 15th Street, located to the east of the Project site.”

Accordingly, and based on the findings of the Project-specific Drainage Report, the Project’s proposed infiltration basin has been appropriately designed such that peak runoff from the Project site would be reduced in comparison to the existing condition. Thus, even during unusually high peak rainfall events, such as Hurricane Hillary, the rate of runoff from the Project site still would be less than the rate of runoff that occurs under existing conditions. Thus, implementation of the proposed Project woul d actually result in reduced flooding potential along Columbia Way / East Avenue M as compared to existing conditions. Accordingly, no revision to the DEIR is warranted pursuant to this comment.

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Lead Agency: City of Palmdale SCH No. 2022090009
Page F-94

H.1-28 The commenter questions whether the analysis of Project impacts to Transportation accounts for the Government owned/Contractor operated (GOCO), and notes that current traffic backs up at Sierra Highway and Columbia Way / East Avenue M during peak hours. Additionally, the commenter asserts that the DEIR did not account for transportation impacts heading eastbound along Columbia Way / Avenue M, and movement southeast onto State Route 138 (SR 138). The commenter appears to be commenting on the Project’s potential effects on Level of Service (“LOS”; i.e., traffic congestion).

The commenter is advised that o n December 28, 2018, updates to the State CEQA Guidelines were approved by the Office of Administrative Law (OAL). As part of the updates to the State CEQA Guidelines, thresholds of significant for evaluation of impacts to transportation have changed. As required by California Senate Bill (SB) 743, revised Threshold b of the State CEQA Guidelines for Transportation requires an evaluation of impacts due to Vehicle Miles Travelled (VMT), which replaced the Level of Service (LOS) criteria (i.e., automobile delay) that have been utilized in the past to evaluate potential effects to transportation under CEQA. P ursuant to State CEQA Guidelines Section 15064.3(a), “…a project’s effect on automobile delay shall not constitute a significant environmental impact.” Notwithstanding, the commenter is referred to the Project’s Traffic Analysis (DEIR Technical Appendix L1), which evaluates the Project’s potential effects on LOS, and identifies improvements, fee payments, and in-lieu fee payments, implementation of which would ensure that the Project does not exacerbate traffic congestion in the local area. As this comment does not affect any of the discussion or analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-29 The commenter asserts that the DEIR did not include the potential impacts of High-Speed Rail (HSR) on local transportation, the re-routing of Sierra Highway to the west to accommodate the HSR, or the inclusion of a 3
rd rail along Sierra H ighway. The commenter asserts that d elays along this route will create an additional source of air pollution. Impacts to the environment that may result from new or expanded HSR service in the local area would be unrelated to the proposed Project evaluated in the DEIR and would not affect any of the analysis or conclusions presented in the DEIR. Such new or expanded HSR comprise s a “project” under CEQA and was subject to its own review for CEQA compliance. Any air quality emissions impacts associated with the new or expanded HSR would be unrelated to the Project’s air quality emissions impacts. Specifically, and as noted on p. 4.2-49 of the DEIR, the AVAQMD uses the same thresholds of significance for project specific and cumulative impacts for all environmental topics. Thus, the analysis of the Project’s cumulatively-considerable air quality impacts does not rely on emissions from any other cumulative developments. As this comment does not affect any of the analysis or conclusions reached by the DEIR, no revision to the DEIR is warranted pursuant to this comment.

H.1-30 The commenter states that the impact of adding as many as six traffic lights on Columbia Way / Esat Avenue M has not been fully considered with respect to GOCO, the proposed Project, and the HSR projects. The commenter is referred to the response to Comment H-28, which explains that LOS and traffic congestion are outside the required scope of CEQA analysis. Specifically, p ursuant to State Antelope Valley Commerce Center Specific Plan Project
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CEQA Guidelines Section 15064.3(a), “…a project’s effect on automobile delay shall not constitute a significant environmental impact.” Thus, under CEQA, the installation of up to six traffic lights along Columbia Way / East Avenue M would not result in any significant impacts to the environment. No revision to the DEIR is warranted pursuant to this comment.

H.1-31 The commenter asserts that the DEIR should also address traffic impacts on and near Columbia Way / East Avenue M with future GOCO expansion, plus the proposed Project, and the development of the HSR (which includes installation of a 3rd rail, a 177-acre maintenance-of-way facility [MOWF], and possible light maintenance facility [LMF]). The commenter asserts that traffic should be evaluated as well with the HSR project relocating Sierra Highway east, and the commenter further recommends the DEIR evaluate the traffic flow impact of all future developments. The commenter is referred to the response to Comment H-28, which explains that LOS and traffic congestion are outside the required scope of CEQA analysis. Specifically, pursuant to State CEQA Guidelines Section 15064.3(a), “…a project’s effect on automobile delay shall not constitute a significant environmental impact.” Thus, the potential for the Project to contribute to traffic congestion in the local area does not comprise a significant impact under CEQA. Notwithstanding, the commenter is referred to the Project’s Traffic Analysis (DEIR Technical Appendix L1), which evaluates the Project’s potential effects on LOS (under both Project-only and cumulative scenarios), and identifies improvements, fee payments, and in- lieu fee payments, implementation of which would ensure that the Project does not exacerbate tra ffic congestion in the local area. As this comment does not affect any of the discussion or analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

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Comment Letter H.2
1 From: SKRLAC, DOUGLAS A CIV USAF AFMC AFLCMC/EZVP <[email protected]> Sent: Thursday, September 5, 2024 2:55 PM
To: Megan Taggart <[email protected]>
Cc: Kathy Inman <[email protected]>; SHIELDS, PATRICK K CIV USAF AFMC AFLCMC/EZVC <[email protected]>; TITO, FREDERICK J CIV USAF AFMC AFLCMC/EZVP <[email protected]> Subject: RE: Notice of Availability; Antelope Valley Commerce Center Draft EIR-USAF Comments CAUTION: This email originated from outside of the organization.

Ms. Taggart,
Additional concerns from the Air Force Office of Special Investigations to Notice of Availability of a draft Environmental Impact Report for the Antelope Valley Commerce Center (General Plan Amendment 22-001, Zone Change 22-001, Specific Plan 22-001, Tentative Parcel Map 83738, Site Plan Review 22-008, and Development Agreement 22-001) is as follows:

Major Sensitive research, development, and production activities supporting classiﬁed Air Force and Space Force contracts are conducted at P42. Additionally, P42 cleared defense contractors (CDC) conduct independent research and development activities using Air Force and Space Force classiﬁed technologies. Compromise of Air Force and Space Force platforms and technologies at P42 would cause exceptionally grave damage by providing foreign intelligence entities with information that could degrade or neutralize future defense capabilities.

In coordination with CDCs and local authorities, Office of Special Investigations (OSI) Office of Special Projects (PJ) secures P42 to protect research and development activities supporting Air and Space Force contracts and technology. Securing open-air spaces is extremely difficult under current P42 environment and conditions. Increased commercial facilities, lighting, vehicles, traffic, cameras, and populace strain the Air Force, Space Force, and CDC’s ability to operate with acceptable risk to research, development, test and evaluation (RDT&E) activities.

A future P42 environment that included a commercial space with parking and pedestrian traffic in immediate proximity to P42 operations would provide conditions that could prevent secured open-air sensitive research, development, production, and testing act ivities. An establishment like the AVCC, could
result in the CDCs ceasing operations and business at P42.

The City of Palmdale should reassess the sale and development of the land parcels adjacent to Air Force Plant 42 and the resultant long-term economic implications of such sales.

Please contact me for any questions you may have.

Respectfully,
DOUGLAS A. SKRLAC
Chief, Industrial Facilities Branch
Acquisition Environmental & Industrial Facilities Division Air Force Life Cycle Management Center
H.2-1
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RESPONSES TO COMMENT LETTER H.2:

Air Force Life Cycle Management Center (AFLCMC)

H.2-1 The comment is a follow-up email from Comment Letter H.1 and notes additional concerns from the Air Force Office of Special Investigations. The proposed Project requires the subsequent review and approval of Site Plans by the City’s Development Advisory Board (DAB) for each parcel. USAF Plant 42 representatives regularly attend the City’s DAB meetings. Any additional concerns, can be considered and addressed by conditions of approval placed on Site Plan approvals at the time that Site Plans are proposed. T he comment is acknowledged; the comment is not related to CEQA and does not require further response. As this comment does not affect any of the discussion or analysis presented in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

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Comment Letter I

TRIBAL HISTORIC PRESERVATION OFFICE
12700 Pumarra Road – Banning, CA 92220 – (951) 755-5259 – Fax (951) 572-6004 – [email protected]

VIA ELECTRONIC MAIL

[email protected]
Megan Taggart, Director of Economic and
Community Development
City of Palmdale Planning Division
38250 Sierra Highway,
Palmdale CA 93550
August 6, 2024
RE: Antelope Valley Commerce Center (General Plan Amendment 22-001, Zone Change 22-001, Specific Plan 22-001, Tentative Parcel Map 83738 and Site Plan Review 22-008) Project, California
The THPO has reviewed the Draft Environmental Impact Report (Draft EIR) that City of Palmdale(City) has made available for the Antelope Valley Commerce Center Project (Project). The City of Palmdale proposes to construct industrial and commercial space on approximately 26.8 acres within City limits.

MBMI THPO has reviewed the Draft EIR and mitigation measures included in the Project Draft EIR. At this time, Tribe has no further comments upon the Project.

A Cultural Resources Investigation (Investigation; Knabb, 2022) was prepared on behalf of T and B Planning. This Investigation determined that Cultural Resources are present within the project lim its and within one-half mile of the Project Area.

Projects within this area are potentially sensitive for cultural resources regardless of the presence or absence of remaining surface artifacts and features. Tribal cultural resources are non-renewable resources and therefore of high importance to the Morongo Tribe; the Project Area has the potential for the discovery of intact buried cultural resources, tribal participation (a.k.a. Tribal Monitors) is requested by MBMI THPO during all ground disturbing activities.

As the lead agency, the City is responsible for ensuring that the Mitigation Measures agreed upon are carried out by the Project Proponent. As Tribal Monitoring is one of those Mitigation Measures, a Tribal Monitoring Services Agreement (TMSA) must be established with MBMI in advance of the beginning of any ground-disturbing activity at the Project site.

Moreover, MBMI reserves the right, under AB 52, to continue Government -to-Government Consultation until the Project is complete and/or if circumstances make further communication and consultation necessary. This ensures that should cultural resources or tribal cultural resources be found at any stage of the Project, consultation mechanisms and policies will already be in place.

MBMI looks forward to continuing to work with the City until the above Project is completed. Please notify Tribe when the Project is scheduled to begin so that Consultation can prepare appropriate Service Agreement Documents for the Project Proponent.

The lead contact for this Project is Bernadette Ann Brierty, Tribal Historic Preservation Officer (THPO).

MBMI Cultural Resource Specialist Laura Chatterton, will be assisting the Tribe in the review of this project.

Please do not hesitate to contact us at [email protected], [email protected], I-5
I-1
I-2
I-3
I-4
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Comment Letter I

TRIBAL HISTORIC PRESERVATION OFFICE
Page | 2
12700 Pumarra Road – Banning, CA 92220 – (951) 755-5259 – Fax (951) 572-6004 – [email protected] [email protected] or (951) 663-2842, should you have any questions. The Tribe looks forward to meaningful government-to-government consultation with the City.

Respectfully,
Bernadette Ann Brierty
Tribal Historic Preservation Officer
Morongo Band of Mission Indians
CC: Morongo THPO

I-5
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RESPONSES TO COMMENT LETTER I:

Morongo Band of Mission Indians (MBMI) Tribal Historic Preservation Office (THPO)

I-1 The commenter provides a brief summary of the Project description. The commenter incorrectly states that the Project is located on approximately 26.8 acres. The commenter is referred to Section 3.0, Project Description, which states that the Project is located on a 432.9 gross -acre site. No further response is necessary. Please refer also to the responses to Comments I-2 through I-4, below.

I-2 The commenter states that projects within the area are potentially sensitive for cultural resources regardless of presence or absence of remaining surface artifacts and features and that the Project has the potential for discovery of intact buried cultural resources. The commenter requests that Tribal Monitors are present during all ground disturbing activities. The commenter is referred to DEIR Mitigation Measure CUL MM-2, provided in Section 4.4, Cultural Resources, which requires, prior to the issuance of grading permits, the Project Applicant shall enter into an Tribal Monitoring Agreement with the consulting tribe(s) for a Tribal Monitor; CUL MM-2 goes on to require that the designated Tribal Monitor(s) shall have the authority to temporarily divert, redirect, or halt the ground-disturbing activities to allow identification, evaluation, and potential recovery of cultural resources .As the DEIR already includes provisions requiring tribal monitoring, no revision to the DEIR is warranted pursuant to this comment.

I-3 The commenter states that a Tribal Monitoring Services Agreement (TMSA) must be established with MBMI prior to any ground-disturbing activities at the Project site. Refer to response I-2 above. DEIR Mitigation Measure CUL MM -2 provides that prior to the issuance of grading permits, the Project Applicant shall enter into an Tribal Monitoring Agreement with the consulting tribe(s) for a Tribal Monitor. D ue to consultation with several entities, the language specific to t he MBMI will not be included (as t he MLD will be established if something is found); the A greement will cover all consulting tribes. As the requested mitigation already is included in the DEIR, no revision to the DEIR is warranted pursuant to this comment.

I-4 The commenter states that MBMI reserves the right under Assembly Bill (AB) 52 to continue consultation until the Project is complete. This comment is acknowledged. No further response is necessary.

I-5 The commenter closes the letter by requesting notification as to when the Project will begin and provides contact information should any questions arise. The comment is acknowledged. No further response is required.

Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-101
F.3 ADDITIONS, CORRECTIONS, AND REVISIONS TO THE DEIR
Substantive changes made to the text, tables, and/or exhibits of the DEIR in response to public comments are itemized in Table F-2, Errata Table of Additions, Corrections, and/or Revisions to the DEIR . Additions are shown in Table F-2 as underline text and deletions shown as stricken text. Minor changes to the DEIR (e.g., corrections of non-substantive typographical errors) are not listed in Table F-2. No corrections or additions made to the DEIR are considered substantial new information requiring recirculation or additional environmental review under CEQA Guidelines Section 15088.5.

Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR

4.2-59;
S-20

4.2, Air Quality;
S.0, Executive Summary
In response to a comment by the Antelope Valley Air Quality Management District (AVAQMD), Regulatory Requirement AIR RR-3 has been expanded in the Final EIR as follows:

AIR RR-3.The Project shall comply with the provisions of AVAQMD Rule 403, Fugitive Dust, including the submission of the required Dust Control Plan and Construction Excavation Fee, by implementing the following dust control measures during construction activities, such as earth-moving activities, grading, and equipment travel on unpaved roads. Prior to grading permit issuance, the following notes shall be included on the grading plans. Project contractors shall be required to ensure compliance with the notes. The notes also shall be specified in bid documents issued to prospective construction contractors.
a. All clearing, grading, earth-moving, or excavation activities shall cease when winds exceed 25 miles per hour (mph) per AVAQMD guidelines in order to limit fugitive dust emissions, or water shall be applied to the soil not more than 15 minutes prior to moving such soil to limit Visible Dust Emissions (VDE) to 20 percent opacity. b. The contractor shall ensure that all disturbed unpaved roads and disturbed areas within the Project are watered or subject to the application of dust suppressants sufficient to limit VDE to 20 percent opacity.
c. The contractor shall ensure that traffic speeds on unpaved roads and Project site areas are reduced to 15 mph or less.

4.2-56;
S-16

4.2, Air Quality;
S.0, Executive Summary
In response to a comment by the Antelope Valley Air Quality Management District (AVAQMD), Mitigation Measure AIR MM-6 has been expanded in the Final EIR as follows:

AIR MM-6. During Project construction, Developer will comply with the following:

• Require all generators, and all diesel-fueled off-road construction equipment greater than 75 horsepower, to be zero-emissions or equipped with CARB Tier IV-compliant engines (as set forth in Section 2423 of Title 13 of the California Code or Regulations, Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-102
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR 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. After either (1) the completion of grading or, (2) the completion of an electrical hook-up at the site, whichever is first, require all generators and all diesel-fueled off-road construction equipment, to be zero-emissions or equipped with CARB Tier IV-compliant engines (as set forth in Section 2423 of Title 13 of the Cal ifornia
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 be granted by the City in the event that the Project 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, if a Tier IV Final piece of equipment is not necessarily available at the time of construction and a lower tier equipment is used instead (e.g., Tier IV interim), and another piece of equipment could be upgraded from a Tier IV Final to a higher tier (i.e., Tier V) or replaced with an alternative-fueled (not diesel-fueled) equipment to offset emissions associated with using a piece of equipment that does not Meet Tier IV Final standards). Before an exemption may be considered by the City, the Project Applicant shall be required to demonstrate that at least two construction fleet owners/operators in the Region were contacted and that those owners/operators are confirmed Tier IV Final or better equipment could not be located in the Region. To ensure that Tier IV Final construction equipment or better would be used during the proposed Project’s construction, the Project 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, Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-103
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR 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 to reuse a minimum of 65 percent of the nonhazardous construction and demolition waste in
accordance with Section 5.408.1 of the California Green Building Standards Code Part 11.

• On days when the hourly average wind speed for the City of Palmdale exceeds 20 miles per hour, additional dust control measures shall be implemented, such as increased surface watering. Grading and excavation shall be prohibited when sustained wind speeds exceed 30 miles per hour.

• Apply and maintain surface treatments (such as PURETi Coat or PlusTi) on impervious ground surfaces that lessen impervious surface-related radiative forcing.

• Use paints, architectural coatings, and industrial
maintenance coatings for all interior painting that have volatile organize compound levels of less than 10 g/L.

• All self-propelled off-road diesel-powered vehicles with engines greater than or equal to 25 horsepower and all two- engine vehicles (except on-road two-engine sweepers) shall comply with applicable provisions of the California Air Resources Board (CARB) In-Use Off-Road Diesel Fueled
Fleets Regulation (Sections 2449, 2449.1, and 2449.2 of Title 13, Division 3, Chapter 9, Article 4.8, California Code of Regulations).

4.2-55;
S-13

4.2, Air Quality;
S.0, Executive Summary
In response to a comment by the Advocates for the Environment, Mitigation Measure AIR MM-5 has been expanded in the Final EIR as follows:

AIR MM-5 Prior to the issuance of a building permit, Developer shall provide documentation to the City of Palmdale demonstrating that the Project could will achieve Leadership in Energy and Environmental Design (LEED) certification to meet or
exceed CALGreen Tier 2 standards in effect at the time of building permit application.
2-13 2.0, Environmental Setting In response to a comment by the Los Angeles County Sanitation District (LACSD),the following text has been added to FEIR Section 2.0, Environmental Setting , to clarify that wastewater generated by the Project would be treated at the Lancaster Water Reclamation Plant (LWRP).

Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-104
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR Most of the collected wastewater flows that are conveyed through public sewer mainlines discharge to Los Angeles County Sanitation District (LACSD) trunk mainlines, which ultimately direct flows to the Palmdale Water Reclamation Plant (WRP), which is managed in Los Angeles County Sanitation District No. 20 and can reclaim up to 12 million gallons per day (mgd). Some wastewater is sent to the Lancaster Water Reclamation Plant (LWRP). (City of Palmdale, 2022a, pp. 4.19-3 through 4.19-4). Wastewater generated by the Project would be treated at the LWRP.

4.15-3 Section 4.15, Utilities and
Service Systems
In response to a comment by the Los Angeles County Sanitation District (LACSD),the following text has been has been updated in Final EIR Section

4.15, Utilities and Service Systems , to reflect the current average flow processed as provided by LACSD.

Pursuant to the LACSD’s DEIR comment letter dated July 25, 2024, Tthe LACSD’s 15-inch diameter trunk sewer has a capacity of 2.2 mgd and conveyed a peak flow of 0.7 0.16 mgd when last measured in 2018 2021. (LACSD, 2022)

4.3-41
through 4.3-
32;
S-28

Section 4.3, Biological
Resources;
S.0, Executive Summary
In response to a comment by the California Department of Fish and Wildlife (CDFW), Mitigation Measure BIO MM-2 has been updated to reflect CDFW’s recommended modifications, as shown below.

BIO MM-2 Nesting Birds/Raptors. To avoid impacts on active nests for common and special status birds and raptors, the Project Applicant shall schedule vegetation clearing and blasting (blasting is not anticipated) during the non-breeding season (i.e., September 16 to January 31) to the extent feasible. If Project timing requires that vegetation clearing occur between February 1 (as early as January 1 for some raptors) and September 15, the Project Applicant or its designee shall retain a qualified Biologist to conduct a pre-construction survey for nesting birds and raptors. The pre-construction survey shall be conducted by a qualified Biologist within three days prior to vegetation clearing. The pre- construction nesting bird survey area shall include the Project impact area (i.e., disturbance footprint) plus a 250-foot buffer to search for nesting birds and a 500-foot buffer to search for nesting birds and raptors. If no active nests are found, no further mitigation would be required.

No construction activities shall be allowed in the designated buffer until Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-105
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR the Biologist determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist determines that nesting activity has ceased (i.e., fledglings have left the nest or the nest has failed).

The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on construction plans.

4.3-48
through 4.3-
50; S-40
through S-
43 4.3, Biological Resources;S.0,
Executive Summary
In response to a comment by the California Department of Fish and Wildlife (CDFW), although it was determined that Crotch’s bumble bee has no reasonable potential to occur on the Project site and thus impacts under CEQA were determined to be less than significant, in order to confirm absence of the species prior to construction activities, the following mitigation measure has been included in the Final EIR

BIO MM-13 So long as the Crotch’s bumble bee remains a California State Candidate Endangered Species, or becomes listed as an endangered or threatened species, the following measures shall be required, including seasonal avoidance, construction site management, and nest avoidance verified through pre-construction surveys. Implementation of these measures will avoid Take and reduce impacts to less than significant. If Take cannot be avoided, the Project Applicant shall obtain an Incidental Take Permit (ITP) from the CDFW.

Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-106
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR

2. Pre-construction Nest Survey – Prior to disturbing or clearing suitable Crotch’s bumble bee habitat areas (which may only occur between October 1 and January 31), a Biological Monitor(s) shall conduct a pre-construction survey for Crotch’s bumble bee nests. Pre- construction surveys must be completed no more than three weeks prior to the initiation of ground disturbing activities. Biological Monitors shall be knowledgeable and experienced in the biology, natural history, collecting and handling of the Crotch’s bumble bee. The City shall not issue a clearing, grading, building, or other permit that would authorize clearance of suitable habitat until the Biological Monitor submits written results of the pre-construction survey verifying that no Crotch’s bumble bee nests are present in the area proposed for disturbance. Verification of no nesting will confirm that the vegetation is only utilized for seasonal foraging. If nests are present, the City shall not allow disturbance to or clearance of the nesting habitat without issuance of an Incidental Take Permit (ITP) by the California Department of Fish and Wildlife (CDFW).

3. Construction Site Management – The following measures are recommended as best management practices during construction activities that occur within 500 feet of suitable Crotch’s bumble bee habitat. These requirements shall be noted on applicable construction documents and shall be included as provisions in construction contractor agreements. a. Trash Abatement. A trash abatement program shall be initiated before starting construction activities. Trash and food items shall be contained in animal-proof containers and removed, ideally at daily intervals but at least once a week, to avoid attracting opportunistic predators to Crotch’s bumble bee.
b. Erosion Control Materials. The use of erosion control materials potentially harmful to Crotch’s bumble bee, such as monofilament netting (erosion control matting) or similar material shall be prohibited. An acceptable substitute is coconut coir matting. To limit introduction of invasive plant species, erosion control materials shall be limited to straw, rice straw and/or weed-free straw and the use of hay shall be avoided. c. Pesticide Use. Pesticides, including herbicides, insecticides, or rodenticides shall not be used unless there are no other feasible options. If pesticides need to be used, the use of neonicotinoid pesticides and pesticides marked with the US Environmental Protection Agency's bee hazard icon shall be prohibited. Preferentially use chemicals that are rated green/III in California Agricultural and Natural Resources (UC ANR), Statewide Integrated Pest Management Program (UC IPM) Bee Precaution Pesticide Ratings. Additionally, mixtures with fungicides and adjuvants, like those that contain alkylphenol ethoxylates, shall be prohibited because these have been shown to increase the risk of pesticide toxicity to bees.
d. Construction Lighting Minimization. If construction activities will occur at night, all construction-related lighting shall be shielded or Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-107
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR directed away from Crotch’s bumble bee habitat. All construction lighting used shall be yellow or orange lighting.

4.3-9 4.3, Biological Resources The following text has been updated to reflect the CDFW’s recent listing of the western burrowing owl as a Candidate Species for Endangered Status:

The burrowing owl was listed as a Candidate species for Endangered status by the California Department of Fish and Wildlife (CDFW) in October 2024. Any take of the western burrowing owl would require issuance of a CESA ITP, pursuant to the CDFW’s listing of burrowing owl as a Candidate species. Burrowing owl is a California Species of Special Concern (SSC).

4.3-42;
S-30

4.3, Biological Resources;
S.0, Executive Summary
The following text has been updated to reflect most recent regulations for Joshua Tree woodland:

BIO MM-4 Joshua Tree Woodland. The Project Applicant shall provide mitigation for permanently impacting Joshua tree woodland and disturbed Joshua tree woodland. The goal of this mitigation is to ensure no net loss of habitat following implementation of the Project. Mitigation ratios (i.e., the amount of mitigation acreage compared to the amount of impacted habitat) shall be negotiated with the resource agencies but shall be no less than 1:1, replacing each acre of habitat lost with of one acre of equivalent or higher quality habitat. This mitigation may be in the form of habitat preservation, restoration, enhancement, and/or establishment (i.e., creation), or an in-lieu fee program, discussed below. The Project Applicant shall implement one or a combination of these options, as approved by CDFW in the permit described in BIO MM-3. Successful implementation of BIO MM-3, issuance and utilization of an ITP, shall fully mitigate Joshua tree woodland impacts and eliminate the requirements of BIO MM-4.

4.3-45;
S-34
through S-
35 4.3, Biological Resources;
S.0, Executive Summary
The following text has been updated to reflect the CDFW’s recent listing of the western burrowing owl as a Candidate Species for Endangered Status:

BIO MM-7 Burrowing Owl Pre-Construction Survey. Per the Staff Report on Burrowing Owl Mitigation (CDFG 2012), the Project Applicant shall retain a qualified Biologist to conduct a pre-construction survey for the burrowing owl no less than 14 days prior to any ground disturbance by the Project and no greater than 30 days prior to ground disturbance in each Project area. The pre-construction survey shall include the area of proposed disturbance plus a 500-foot buffer (if access is available).

If an active burrow is observed outside the breeding season (i.e., September 1 to January 31) and it cannot be avoided, and therefore Take may occur, a CESA ITP would be required, and Project construction shall Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-108
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR not proceed until authorized under the provisions of an ITP.

Implementation of the conditions of an ITP will fully mitigate for potential impacts on burrowing owl. the burrowing owl shall be passively excluded from the burrow following methods described in CDFG 2012. One-way doors shall be used to exclude owls from the burrows; doors shall be left in place for at least 48 hours. Once the burrow is determined to be unoccupied, as verified by site monitoring, the burrow shall be closed by a qualified Biologist who shall excavate the burrow using hand tools. Prior to excluding an owl from an active burrow, a receptor burrow survey shall be conducted to confirm that at least two potentially suitable unoccupied burrows are within approximately 688 feet prior to installation of the one- way door. If two natural receptor burrows are not located, one artificial burrow shall be created for every burrow that would be closed.

If an active burrow is observed outside the breeding season (i.e., September 1 to January 31) and it can be avoided, the Biologist shall determine an appropriate protective buffer for the burrow based on CDFW guidelines. The buffer shall range from 160 feet to 1,640 feet depending on the level of impact and the time of year (See Table below). The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant or its designee shall contact CDFW to determine whether a reduced buffer can be accommodated without adversely impacting occupied burrows. If the qualified biologist determines that Take may occur, a CESA ITP would be required.

The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant or its designee shall contact CDFW to determine whether a reduced buffer can be accommodated without adversely impacting occupied burrows.

Construction shall be allowed to proceed when the qualified Biologist has determined that all fledglings have left the nest. Compensatory mitigation for the loss of foraging habitat shall be satisfied with implementation of MM BIO 6. If the qualified biologist determines that Take may occur, a CESA ITP would be required.

5-7 5.0, Other CEQA
Considerations
The following text has been added to the Final EIR for clarification purposes.

In summary, with the exception of vacant undeveloped land between the Project site and 15th Street SE, and vacant undeveloped land northwest of Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-109
Table F-2 Errata Table of Additions, Corrections, and/or Revisions to the DEIR Page(s) Section(s) Additions, Corrections, and/or Revisions to the DEIR Columbia Way / East Avenue M, the immediately surrounding land is mostly built out. Furthermore, the improvements necessitated by the proposed Project to the public infrastructure, including Columbia Way / East Avenue M that forms the northern boundary of the Project site and proposed Public Streets A, B, C, and D, drainage infrastructure, and other utility improvements, are consistent with the City’s General Plan (Palmdale 2045) and would not indirectly induce substantial and unplanned population growth in the local area.

5-8 5.0, Other CEQA
Considerations
The following text has been added to the Final EIR for clarification purposes.

The development of the proposed commercial, industrial, and open uses on the Project site would not reasonably or foreseeably cause the redevelopment of other properties or cause unplanned development on other properties because these properties are planned for future development as part of the City’s General Plan buildout.

F.4 NO RECIRCULATION OF DEIR REQUIRED
State CEQA Guidelines Section 15088.5 describes the conditions under which a DEIR that was circulated for public review is required to be re-circulated for additional public review and comment. State CEQA Guidelines Section 15088.5 states that new information added to a DEIR is not significant unless the DEIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse effect of the project or a feasible way to mitigate or avoid such an effect (including a feasible project alternative) that the project’s proponents have declined to implement. “Significant new information” requiring recirculation includes, for example, a disclosure showing that:

1. A new significant environmental impact would result from the project or from a new mitigation measure proposed to be implemented;

2. A substantial increase in the severity of an environmental impact would result unless mitigation measures are adopted that reduce the impact to a level of insignificance;

3. A feasible project alternative or mitigation measure considerably different from the others previously analyzed would clearly lessen the significant environmental impacts of the project, but the project’s proponents decline to adopt it; and/or

4. The DEIR was so fundamentally and basically inadequate and conclusory in nature that meaningful public review and comment were precluded.

Based on the comment letters received by the City of Palmdale and the responses thereto (presented in F.2, above) and the minor revisions made to the DEIR (presented in Table F-2 above), there were no public comments or changes to the text or analysis presented in the DEIR that resulted in the identification of any new significant environmental effect or a substantial increase in the severity of an environmental effects that Antelope Valley Commerce Center Specific Plan Project
Final Environmental Impact Report 22-001
Lead Agency: City of Palmdale SCH No. 2022090009
Page F-110
were disclosed in the DEIR. The public comments also did not result in or require revisions to the text or graphics contained in the DEIR, beyond the minor revisions discussed in Table F-2. Additionally, the DEIR was fundamentally and basically adequate, and all conclusions within the DEIR were supported by evidence provided within the DEIR or the administrative record for the proposed Project. Furthermore, public comment letters on the DEIR did not identify any alternatives to the proposed Project considerably different from those analyzed in the DEIR that would substantially lessen the significant environmental impacts of the proposed Project while still attaining the Project’s basic objectives. Based on the foregoing, recirculation of the DEIR is not warranted according to the guidance set forth in Section 15088.5 of the State CEQA Guidelines.

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 2.0 Environmental Setting
Lead Agency: City of Palmdale SCH No. 2022090009

2.5.10 UTILITIES AND SERVICE SYSTEMS
A. Water Service
The Project site is located within the service area of the Los Angeles County Waterworks District 40 (LACWD). District 40 maintains 1,057 miles of potable and recycle water lines and 71 potable water tank reservoirs. The land use within the District has been primarily agricultural uses; however, this area is in transition from mainly agricultural to residential and industrial uses. (KEC Engineers, 2022, p. 12).

Existing LACWD water lines in the Project range from 30-inch to 48-inch in diameter and are located within the Columbia Way / East Avenue M right-of way.

B. Sewer Service
Public sewer systems located in the vicinity of the Project site are owned and maintained by the City of Palmdale Public Works, Sewer Maintenance Division (COPSM). The COPSM prepared a Sewer System Management Plan (SSMP) in 2014 to comply with the State Water Resources Control Board (SWRCB) Order 2006-0003: Statewide General Waste Discharge Requirements for Sanitary Sewer Systems (City of Palmdale, 2014). COPSM manages a wastewater collection system of public sewer mainlines within the City’s service area, which encompasses approximately 105 square miles. Most of the collected wastewater flows that are conveyed through public sewer mainlines discharge to Los Angeles County Sanitation District (LACSD) trunk mainlines, which ultimately direct flows to the Palmdale Water Reclamation Plant (WRP), which is managed in Los Angeles County Sanitation District No. 20 and can reclaim up to 12 million gallons per day (mgd). Some wastewater is sent to the Lancaster Water Reclamation Plant (LWRP). (City of Palmdale, 2022a, pp. 4.19-3 through 4.19-4) Wastewater generated by the Project would be treated at the LWRP.

Existing sewer facilities in the Project area include existing 8-inch and 18-inch diameter sanitary sewer lines located within the Columbia Way / East Avenue M right-of way to the north of the Project site boundary.

C. Solid Waste Services
The City contracts with Waste Management to provide residential and commercial trash, organic waste processing, and recycling services, including residential curbside trash, recycling, and yard waste collection, pick up of bulky items, and electronic waste pickup, for all single and multi-family homes, as l as bu.. ...as well as businesses. Like all municipalities, the City of Palmdale must meet the solid waste diversion mandates established by the California Integrated Waste Management Act under State Assembly Bill 939 (AB 939) in 1989. AB 939 mandates that all cities reduce annual waste per capita by 50 percent. The City of Palmdale is working toward compliance with all state recycling requirements, including legislation that imposes Mandatory Commercial Recycling on all businesses that generate at least four cubic yards of trash per week and all multi-family dwellings that have five units or more. City waste haulers send all residential and commercial solid waste to the Antelope Valley Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.2 Air Quality
Lead Agency: City of Palmdale SCH No. 2022090009

equipment such as forklifts, handheld landscaping equipment, yard trucks, office appliances, etc.

 Require future tenants to exclusively use zero-emission light and medium-duty delivery trucks and vans, when economically feasible.

 Tenants shall be in, and monitor compliance with, all current air quality regulations for on-road trucks including the CARB’s Heavy-Duty (Tractor-Trailer) Greenhouse Gas Regulation, Periodic Smoke Inspection Program, and the Statewide Truck and Bus Regulation.

AIR MM-6 During Project construction, Developer will comply with the following:

 Require all generators, and all diesel-fueled off-road construction equipment greater than 75 horsepower, to be zero-emissions or equipped with CARB Tier IV- compliant engines (as set forth in Section 2423 of Title 13 of the California Code or 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. After either (1) the completion of grading or, (2) the completion of an electrical hook-up at the site, whichever is first, require all generators and all diesel-fueled off-road construction equipment, to be zero- emissions or equipped with CARB Tier IV-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 be granted by the City in the event that the Project 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, if a Tier IV Final piece of equipment is not necessarily available at the time of construction and a lower tier equipment is used instead (e.g., Tier IV interim), and another piece of equipment could be upgraded from a Tier IV Final to a higher tier (i.e., Tier V) or replaced with an alternative-fueled (not diesel-fueled) equipment to offset emissions associated with using a piece of equipment that does not Meet Tier IV Final standards). Before an exemption may be considered by the City, the Project Applicant shall be required to demonstrate that at least two construction fleet owners/operators in the Region were contacted and that those owners/operators are confirmed Tier IV Final or better equipment could not be located in the Region. To Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.2 Air Quality
Lead Agency: City of Palmdale SCH No. 2022090009

ensure that Tier IV Final construction equipment or better would be used during the proposed Project’s construction, the Project 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 to reuse a minimum of 65 percent of the nonhazardous construction and demolition waste in accordance with Section 5.408.1 of the California Green Building Standards Code Part 11.

 On days when the hourly average wind speed for the City of Palmdale exceeds 20 miles per hour, additional dust control measures shall be implemented, such as increased surface watering. Grading and excavation shall be prohibited when sustained wind speeds exceed 30 miles per hour.

 Apply and maintain surface treatments (such as PURETi Coat or PlusTi) on impervious ground surfaces that lessen impervious surface-related radiative forcing.

 Use paints, architectural coatings, and industrial maintenance coatings for all interior painting that have volatile organize compound levels of less than 10 g/L.

 All self-propelled off-road diesel-powered vehicles with engines greater than or equal to 25 horsepower and all two-engine vehicles (except on-road two-engine sweepers) shall comply with applicable provisions of the California Air Resources Board (CARB) In-Use Off-Road Diesel Fueled Fleets Regulation (Sections 2449, 2449.1, and 2449.2 of Title 13, Division 3, Chapter 9, Article 4.8, California Code of Regulations).

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.2 Air Quality
Lead Agency: City of Palmdale SCH No. 2022090009

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.

AIR RR-1 The Project shall comply with the provisions of AVAQMD Rule 401, Visible Emissions, which requires that a person shall not discharge into the atmosphere from any single source of emission whatsoever, any air contaminant for a period or periods aggregating more than three minutes in any one hour which is:
a. As dark or darker in shade as that designated No. 1 on the Ringelmann Chart, as published by the United States Bureau of Mines; or
b. Of such opacity as to obscure an observer's view to a degree equal to or greater than does smoke described in subparagraph (b)(1)(A) of Rule 401.

AIR RR-2 The Project shall comply with the provisions of AVAQMD Rule 402, Nuisance, which requires that a person shall not discharge air contaminants or other materials that would cause injury, detriment, nuisance, or annoyance to any considerable number of persons or to the public, or which endanger the comfort, repose, health or safety of any such persons or the public, or which cause, or have a natural tendency to cause, injury or damage to business or property.

AIR RR-3 The Project shall comply with the provisions of AVAQMD Rule 403, Fugitive Dust, including the submission of the required Dust Control Plan and Construction Excavation Fee, by implementing the following dust control measures during construction activities, such as earth-moving activities, grading, and equipment travel on unpaved roads. Prior to grading permit issuance, the following notes shall be included on the grading plans. Project contractors shall be required to ensure compliance with the notes. The notes also shall be specified in bid documents issued to prospective construction contractors.

 All clearing, grading, earth-moving, or excavation activities shall cease when winds exceed 25 miles per hour (mph) per AVAQMD guidelines in order to limit fugitive dust emissions, or water shall be applied to the soil not more than 15 minutes prior to moving such soil to limit Visible Dust Emissions (VDE) to 20 percent opacity.
 The contractor shall ensure that all disturbed unpaved roads and disturbed areas within the Project are watered or subject to the application of dust suppressants sufficient to limit VDE to 20 percent opacity.

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

4. Special Status Wildlife Species
Thirty-two special status wildlife species have been reported in the Project site’s vicinity. Suitable or marginally suitable habitat for 17 of these species occurs on or adjacent to the Project site. Special status wildlife species reported from the site’s vicinity include species of raptors and other birds, bats, mammals and reptiles as discussed below. (Psomas, 2023a, pp. 50-52) Table 10 of Technical Appendix C1 provides a summary of special status wildlife species reported to occur in the region of the Project site and includes information on the status, species background, nearest reported location, potential for occurrence, and results of focused survey efforts (where applicable). Table 10 also includes species reported by the CNDDB, supplemented with species from the Project Biologist’s (Psomas) experience that either occur nearby or could occur based on the presence of suitable habitat. (Psomas, 2023a, p. 35)

 Special Status Raptor Species
Eight special status raptor species have the potential to forage throughout the Project site: 1) Cooper’s hawk; 2) short-eared owl; 3) long-eared owl; 4) northern harrier; 5) burrowing owl; 6) merlin; 7) American peregrine falcon; and 8) prairie falcon. Potentially suitable foraging habitat occurs throughout the Study Area. Of the seven special status raptor species with the potential to occur, one species, the burrowing owl, has the potential to nest on the Project site. (Psomas, 2023a, p. 50)

Burrowing Owl
The burrowing owl was listed as a Candidate species for Endangered status by the California Department of Fish and Wildlife (CDFW) in October 2024. Any take of the western burrowing owl would require issuance of a CESA ITP, pursuant to the CDFW’s listing of burrowing owl as a Candidate species. Burrowing owl is a California Species of Special Concern (SSC). Suitable habitat and potentially suitable burrows for the burrowing owl occur mostly in the creosote bush dominated portions of the Project site. No burrowing owl individuals or active/inactive burrowing owl burrows were observed on the Study Area during focused surveys. (Psomas, 2022b, p. 4) However, six potential burrowing owl burrows were identified as shown on Figure 4.3-4, Burrowing Owl Survey Results.

Swainson’s Hawk
Swainson’s hawks were historically more numerous and widespread breeders in Southern California, even nesting on the coast as far south as San Diego County. Previously a scarce summer resident in the Mojave and Colorado deserts, the species is known to still be rather scarce in this region and restricted to desert woodland habitats of Joshua tree, Mojave yucca, and possibly desert riparian habitats. It is known to be considered a very rare summer resident in the region and listed known nesting sites such as the Lanfair Valley in San Bernardino County, Owens Valley in Inyo County, and the Antelope Valley in Los Angeles County. Unpublished data indicates that there has been recolonization of historic habitats in the Antelope Valley and population increases in the Owens Valley. The Bureau of Land Management’s West Mojave Plan states that all recent nest sites for the West Mojave Planning Area (WMPA) are in the Antelope, Victor, and Apple Valleys from near Palmdale and Lancaster, Los Angeles County, east to Adelanto and Victorville in San Bernardino Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

d. Contractor Coordination . The Dedicated Biologist shall coordinate with the Project’s construction Contractor(s) involved in vegetation clearing and ground- disturbing construction activities to accomplish the following:
i. Attendance at the pre-construction tailboard meeting (i.e., on-site meeting prior to work activities) to ensure that timing and location of construction activities do not conflict with other mitigation requirements (e.g., seasonal surveys for nesting birds). The meeting shall be conducted with the Construction Contractor and other key construction personnel to describe the importance of restricting work to designated areas. ii. Discussion with the Construction Contractor of procedures to minimize harm/harassment of wildlife that may be encountered during construction. iii. Review/designation of the construction area with the Construction Contractor in accordance with the Final Grading Plan. Haul roads, access roads, and on-site staging and storage areas shall be sited in grading areas to minimize degradation of habitat adjacent to these areas. If activities outside these limits are necessary, they shall be evaluated by the Biologist to ensure no special status species or habitats will be affected. iv. A field review that is conducted to stake designated construction limits (to be set by a Surveyor retained by the Project Applicant). Any construction activity areas immediately adjacent to Joshua tree woodland may be flagged or temporarily fenced by the Biological Monitor at their discretion. v. Submittal of a brief report to the City discussing any unapproved disturbances resulting in impacts to special status resources within 48 hours of the incident.

BIO MM-2 Nesting Birds/Raptors. To avoid impacts on active nests for common and special status birds and raptors, the Project Applicant shall schedule vegetation clearing and blasting (blasting is not anticipated) during the non-breeding season (i.e., September 16 to January 31) to the extent feasible. If Project timing requires that vegetation clearing occur between February 1 (as early as January 1 for some raptors) and September 15, the Project Applicant or its designee shall retain a qualified Biologist to conduct a pre-construction survey for nesting birds and raptors. The pre- construction survey shall be conducted by a qualified Biologist within three days prior to vegetation clearing. The pre-construction nesting bird survey area shall include the Project impact area (i.e., disturbance footprint) plus a 250-foot buffer to search for nesting birds and a 500-foot buffer to search for nesting birds and raptors.

If no active nests are found, no further mitigation would be required.

If an active nest is located in the pre-construction nesting bird survey area, the Biologist shall delineate an appropriate buffer to protect the nest based on the sensitivity of the species. A protective buffer of 500 feet shall be used to protect nesting raptors and a protective buffer of 300 feet shall be used to protect nesting birds. If appropriate, a smaller buffer may be considered (as determined by the Biologist) based on site topography, existing disturbance, sensitivity of the individuals (established by observing the individuals at the nest), and the type of construction activity. No construction activities shall be allowed in the designated buffer until the Biologist Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

determines that nesting activity has ended. Construction may proceed within the buffer area once the Biologist determines that nesting activity has ceased (i.e., fledglings have left the nest or the nest has failed). The designated buffer shall be clearly marked in the field and shall be mapped as Environmentally Sensitive Areas (ESAs) on construction plans.

BIO MM-3 Take Permits. Prior to the issuance of grading or building permits, the Project Applicant shall obtain a CESA Section 2081 Incidental Take Permit (ITP) or a Joshua Tree Conservation Act ITP from the California Department of Fish and Wildlife (CDFW) allowing impacts to western Joshua tree, a State Candidate species.

Compensatory mitigation for impacts on Joshua tree woodland are described in BIO MM-4. If regulatory status changes at any point prior to impacts, and the species is no longer designated as a State Candidate for listing or a State listed species, an ITP would no longer be required.

BIO MM-4 Joshua Tree Woodland. The Project Applicant shall provide mitigation for permanently impacting Joshua tree woodland and disturbed Joshua tree woodland. The goal of this mitigation is to ensure no net loss of habitat following implementation of the Project. Mitigation ratios (i.e., the amount of mitigation acreage compared to the amount of impacted habitat) shall be negotiated with the resource agencies but shall be no less than 1:1, replacing each acre of habitat lost with of one acre of equivalent or higher quality habitat. This mitigation may be in the form of habitat preservation, restoration, enhancement, and/or establishment (i.e., creation), or an in-lieu fee program, discussed below. The Project Applicant shall implement one or a combination of these options, as approved by CDFW in the permit described in BIO MM-3. Successful implementation of BIO MM-3, issuance and utilization of an ITP shall fully mitigate Joshua tree woodland impacts and eliminate the requirements of BIO MM-4.

1. Preservation consists of acquisition of mitigation lands containing viable occurrences of the species, or that enhance the sustainability of the occurrences by protecting buffer lands and protecting those occurrences in perpetuity under a Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

protection of existing native species, trash and weed removal, native species salvage and reuse (i.e., duff), soil treatments (i.e., imprinting, decompacting), temporary irrigation installation, erosion-control measures (i.e., rice or willow wattles), seed mix application, and container species.
d. Schedule. A schedule that requires planting to occur between October 1 and March 1 shall be developed.
e. Maintenance Plan/Guidelines. The maintenance plan shall include the following, as determined by specific site conditions and permit requirements: weed control, herbivory control, trash removal, irrigation system maintenance, maintenance training, and replacement planting.
f. Monitoring Plan. The site shall be monitored and maintained for a minimum of five years to ensure successful establishment of riparian habitat within the restored and created areas. The monitoring plan shall include qualitative monitoring (i.e., photographs and general observations); quantitative monitoring (e.g., randomly placed transects); performance criteria, as approved by the resource agencies; and monthly reports for the first year with quarterly reports thereafter and annual reports for all five years.
g. Long-Term Preservation. Long-term preservation of the site shall be outlined in the restoration and enhancement plan to ensure the mitigation site is not impacted by future development.

Although monitoring plans are typically scheduled for five years, if performance standards are successfully met prior to five years, the Project Applicant may request to be released from remaining monitoring requirements by CDFW.

BIO MM-5 City of Palmdale Permit. Per the City of Palmdale Emergency Ordinance No. 1556, a City approved Biologist shall prepare a Desert Vegetation Preservation Plan and the City shall issue a permit for Joshua tree removal prior to Project impacts. The City may defer to a CDFW ITP (See BIO MM-3), with no additional requirements, if one is issued for the project.

BIO MM-6 California Desert Native Plant Harvesting Permits. Prior to the initiation of construction, the Project Applicant shall obtain the necessary permits, tags, and/or seals, and shall pay the appropriate fees for removal of any individuals of a species protected by the California Desert Native Plant Protection Act. This includes nine silver cholla.

BIO MM-7 Burrowing Owl Pre-Construction Survey. Per the Staff Report on Burrowing Owl Mitigation (CDFG 2012), the Project Applicant shall retain a qualified Biologist to conduct a pre-construction survey for the burrowing owl no less than 14 days prior to any ground disturbance by the Project and no greater than 30 days prior to ground Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

disturbance in each Project area. The pre-construction survey shall include the area of proposed disturbance plus a 500-foot buffer (if access is available).

Once the burrow is determined to be unoccupied, as verified by site monitoring, the burrow shall be closed by a qualified Biologist who shall excavate the burrow using hand tools. Prior to excluding an owl from an active burrow, a receptor burrow survey shall be conducted to confirm that at least two potentially suitable unoccupied burrows are within approximately 688 feet prior to installation of the one-way door. If two natural receptor burrows are not located, one artificial burrow shall be created for every burrow that would be closed.

If an active burrow is observed during the breeding season (i.e., February 1 to August 31), the active burrow shall be protected until nesting activity has ended (i.e., all young have fledged from the burrow). The Biologist shall determine the appropriate protective buffer for the burrow based on CDFW guidelines. The buffer shall range from 650 to 1,640 feet depending on the level of impact and the time of year (See Table below). The designated buffer shall be clearly marked in the field and shall be mapped as an ESA on construction plans. The Project Applicant or its designee shall contact CDFW to determine whether a reduced buffer can be accommodated without adversely impacting occupied burrows. Construction shall be allowed to proceed when the qualified Biologist has determined that all fledglings have left the nest. Compensatory mitigation for the loss of foraging habitat shall be satisfied with implementation of MM BIO 6. If the qualified biologist determines that Take may occur, a CESA ITP would be required.

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

space to the greatest extent practicable. Any such light fixtures installed adjacent to open space areas shall direct/reflect light downward and away from adjacent habitat areas.

BIO MM-11 Landscaping. The Project Applicant or its designee shall retain a qualified Biologist to review the landscaping plan to ensure that any landscaping component of the Project does not include the planting of exotic, invasive species that would potentially degrade the quality of the surrounding natural open space. A list of potential landscaping plant species shall be submitted to the Biologist for review; the Biologist shall ensure that exotic plant species known to be invasive (e.g., those on the California Invasive Plant Council’s [Cal-IPC’s] invasive plant inventory) are not included on the list. The Biologist shall make recommendations for more suitable plant species if necessary. Once a final plant palette is prepared, landscaping installed in the development area shall include only species on the approved palette.

BIO MM-12 Prevention of the Spread of Weed Seeds . The introduction of exotic plant species shall be avoided and minimized to the extent practicable. Weed seeds entering the construction area via vehicles shall be minimized by requiring construction vehicles to be washed prior to delivery to the Project site. Track-clean or other methods of vehicle cleaning shall be used by the Construction Contractor to prevent weed seeds from entering/exiting the construction areas on vehicles. Additionally, wattles used for erosion control shall be certified as weed-free.

Although it was determined that Crotch’s bumble bee has no reasonable potential to occur on the Project site and thus impacts under CEQA were determined to be less than significant, in order to confirm absence of the species prior to construction activities, the following mitigation measure has been included in the Final EIR.

Implementation of these measures will avoid Take and reduce impacts to less than significant. If Take cannot be avoided, the Project Applicant shall obtain an Incidental Take Permit (ITP) from the CDFW.

1. Seasonal Avoidance – Crotch’s bumble bee colonies are active in the spring and summer months (approximately February 1 through September 30). Breeding occurs during this period. Prior to the issuance of any clearing, grading, building, or other permit that would authorize vegetation clearance, a Qualified Biologist shall identify and visibly mark in the field with fencing, stakes, or flags with rope/cord, all areas of suitable Crotch’s bumble bee habitat. No clearance of suitable habitat for any Project-related purpose shall be permitted to occur in the Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

marked area(s) between February 1 and September 30. Avoidance of all direct impacts to suitable habitat on the Project site during this time period will avoid Take of an active colony and prevent impacts to breeding.

2. Pre-construction Nest Survey – Prior to disturbing or clearing suitable Crotch’s bumble bee habitat areas (which may only occur between October 1 and January 31), a Biological Monitor(s) shall conduct a pre-construction survey for Crotch’s bumble bee nests. Pre- construction surveys must be completed no more than three weeks prior to the initiation of ground disturbing activities. Biological Monitors shall be knowledgeable and experienced in the biology, natural history, collecting and handling of the Crotch’s bumble bee. The City shall not issue a clearing, grading, building, or other permit that would authorize clearance of suitable habitat until the Biological Monitor submits written results of the pre- construction survey verifying that no Crotch’s bumble bee nests are present in the area proposed for disturbance. Verification of no nesting will confirm that the vegetation is only utilized for seasonal foraging. If nests are present, the City shall not allow disturbance to or clearance of the nesting habitat without issuance of an Incidental Take Permit (ITP) by the California Department of Fish and Wildlife (CDFW).

An acceptable substitute is coconut coir matting. To limit introduction of invasive plant species, erosion control materials shall be limited to straw, rice straw and/or weed-free straw and the use of hay shall be avoided. c. Pesticide Use. Pesticides, including herbicides, insecticides, or rodenticides shall not be used unless there are no other feasible options.

If pesticides need to be used, the use of neonicotinoid pesticides and pesticides marked with the US Environmental Protection Agency's bee hazard icon shall be prohibited. Preferentially use chemicals that are rated Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.3 Biological Resources Lead Agency: City of Palmdale SCH No. 2022090009

green/III in California Agricultural and Natural Resources (UC ANR), Statewide Integrated Pest Management Program (UC IPM) Bee Precaution Pesticide Ratings. Additionally, mixtures with fungicides and adjuvants, like those that contain alkylphenol ethoxylates, shall be prohibited because these have been shown to increase the risk of pesticide toxicity to bees.
d. Construction Lighting Minimization. If construction activities will occur at night, all construction-related lighting shall be shielded or directed away from Crotch’s bumble bee habitat. All construction lighting used shall be yellow or orange lighting.

B. Mitigation Measures Applicable to Phases II – IV of the Project With the exception of BIO MM-6, all of the mitigation measures identified above as BIO MM-1, BIO MM-2, BIO MM-3, BIO MM-4, BIO MM-5, BIO MM-7, BIO MM-8, BIO MM-9, BIO MM-10, BIO MM-11, BIO MM-12 and BIO MM-13 shall also apply to Phases II – IV of the Project.

4.3.8 DESIGN FEATURES (DF0 AND REGULATORY REQUIREMENTS (RR) The City of Palmdale is required to assure that implementing development complies with the assumptions relied upon herein and applicable regulatory requirements pertaining to the topic of Biological Resources, which include the following regulatory requirements and design features. The Project shall be conditioned to implement the following design features and regulatory requirements as part of the City’s Conditions of Approval for the Project.

BIO RR-1 National Pollutant Discharge Elimination System (NPDES) Compliance . The Project Applicant or its designee shall incorporate Best Management Practices (BMPs) during Project construction, including applicable measures required through the National Pollutant Discharge Elimination System (NPDES) requirements, to ensure that the quantity and quality of water runoff discharged by Project activities does not adversely affect biological resources. BMPs shall be designed to prevent, to the extent feasible, the runoff of toxins, chemicals, petroleum products, or other elements that might degrade water quality. Additionally, BMPs shall be used to minimize erosion.

BIO RR-2 Clean Up Requirements for Accidental Hazardous Waste Spills . Construction contractors shall immediately stop work and, pursuant to pertinent State and federal statutes and regulations, arrange for repair and clean up by qualified individuals of any fuel or hazardous waste leaks or spills at the time of occurrence, or as soon as it is safe to do so, to minimize impacts to biological resources

BIO DF-1 Landscaping. The Project Applicant or its designee shall retain a qualified biologist to review the landscaping plan to ensure that any landscaping component of the Project does not include the planting of exotic, invasive species that would potentially degrade Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.15 Utilities and Service Systems Lead Agency: City of Palmdale SCH No. 2022090009

Deliveries, depicts LACWD’s anticipated water deliveries from 2025 through 2045. (LACWD, 2021, p. 4-2)
Table 4.15-2 LACWD Projected Water Deliveries
Projected Water Use, ac-ft/yr
Use Type 2025 2030 2035 2040 2045
Single-family 40,919 43,709 46,599 49,601 52,116
Multi-family 2,212 2,364 2,518 2,683 2,819
Commercial1 3,112 2,617 2,178 1,780 1,870
Industrial 3,315 3,546 3,777 4,022 4,226
Institutional/governmental 1 1,035 870 726 595 625
Losses2 3,808 3,998 4,202 4,419 4,643
Total 54,400 57,100 60,000 63,100 66,300
1 The 2025-2040 projected water demand is based on gallons per capita per day (GPCD) times the projected population.
2 Losses are assumed to be seven percent of projected water demand. (LACWD, 2021, pp. 4-2, Table 4-2)

B. Sewer Service and Treatment
Public sewer systems that would provide service to the proposed Project are owned and maintained by the COPSM. The COPSM prepared a Sewer System Management Plan (SSMP) in 2014 to comply with the State Water Resources Control Board (SWRCB) Order 2006-0003: Statewide General Waste Discharge Requirements for Sanitary Sewer Systems (City of Palmdale, 2014). COPSM manages wastewater collection system of public sewer mainlines within the City’s service area, which encompasses approximately 105 square miles. Unincorporated areas surrounding Palmdale fall within Los Angeles County jurisdiction. The City’s sewer system includes 396 miles of pipeline and 8,441 manholes, most of which are under 30 years in structure age. Most of the collected wastewater flows that are conveyed through public sewer mainlines discharge to Los Angeles County Sanitation District (LACSD) trunk mainlines, which ultimately direct flows to the Palmdale Water Reclamation Plant (WRP), which is managed in Los Angeles County Sanitation District No. 20 and can reclaim up to 12 million gallons per day (mgd). The Palmdale WRP provides primary, secondary, and tertiary water treatment with a design capacity of 12 mgd. Treatment includes preliminary mechanically cleaned bar screens, aerated grit chambers, and settling tanks; secondary anaerobic digester, air compressors, and clarifier tanks; and tertiary chemical treatments with aqueous ammonia, sodium hypochlorite, and chlorine contact tanks. The fully treated water is then reused in municipal and agricultural settings or stored in recycled water reservoirs (City of Palmdale, 2022a, pp. 4.19-3 and -4)

Some wastewater is sent to the Lancaster Water Reclamation Plant (LWRP), located approximately 16 miles north of the City. (City of Palmdale, 2022a, pp. 4.19-3 and -4) Sewage within the Project area is conveyed to the LWRP for treatment, located approximately 9.5 miles north of the Project site. The LWRP is managed in LACSD District #14 and serves a population of approximately 160,000 people.

The LWRP currently provides primary, secondary, and tertiary treatment for a design capacity of 18 million gallons per day (mgd). Pursuant to the LACSD’s DEIR comment letter dated July 25, 2024, the LWRP and currently processes an average recycled flow of 13.9 13.0 mgd. The reclaimed water is Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report 4.15 Utilities and Service Systems Lead Agency: City of Palmdale SCH No. 2022090009

used for landscape and agricultural irrigation in and around the City of Lancaster, along with a variety of other municipal and industrial purposes. In addition, reclaimed water is used to maintain water levels in Apollo Lakes Regional Park and Piute Ponds. In addition to producing recycled water, the LWRP processes all wastewater solids generated at the plant. The wastewater solids are anaerobically digested, centrifugally dewatered, and further dried in drying beds. The dried biosolids are hauled away and beneficially used. Methane gas is produced during the digestion process and is used to heat the anaerobic digesters. (LACSD, n.d.)

Pursuant to the LACSD’s NOP Comment letter (see EIR Appendix A ), wastewater flow from the Project would discharge to a local sewer line, which is not maintained by LACSD for conveyance to the LACSD’s Trunk “C” Trunk Sewer, located within Columbia Way / East Avenue M, west of 30 th Street East. Pursuant to the LACSD’s DEIR comment letter dated July 25, 2024, Tthe LACSD’s 15- inch diameter trunk sewer has a capacity of 2.2 mgd and conveyed a peak flow of 0.7 0.16 mgd when last measured in 2018 2021. (LACSD, 2022). Due to the Project’s location, the flow originating from the proposed Project would have to be transported to the LACSD trunk sewer by local sewer(s) that are not maintained by the LACSD. As part of the proposed Project and as shown previously on Figure 3-8, Sanitary Sewer Infrastructure Phasing Plan, in Section 3.0, Project Description, existing sanitary sewer lines are located within the Columbia Way / East Avenue M right-of-way (ROW) to the north of the Project site boundary. As part of the Project, approximately 1,300 linear feet of the existing sanitary sewer line within the Columbia Way / East Avenue M ROW would be upgraded. Sanitary sewer lines are proposed along Public Street A and Public Street B ROWs. The proposed sanitary sewer lines would connect to the existing sanitary sewer line at the intersection of Public Street A and Columbia Way / East Avenue M and the intersection of Public Street B and Columbia Way / East Avenue M. The proposed sanitary sewer line in Public Street A will remain independent from the proposed sanitary sewer lines in the rest of the Specific Plan Area, serving only the western portion of the Specific Plan Area.

C. Solid Waste Collection and Disposal
The City contracts with Waste Management to provide complete residential and commercial trash, organic waste processing, and recycling services, including residential curbside trash, recycling and yard waste collection, pickup of bulky items, and electronic waste pickup, for all single and multi- family homes, as well as businesses. (City of Palmdale, 2022a, p. 4.19-4)

Like all municipalities, the City of Palmdale must meet the solid waste diversion mandates established by the California Integrated Waste Management Act under State Assembly Bill 939 (AB 939) in 1989.

AB 939 mandates that all cities reduce annual waste per capita by 50 percent. The City of Palmdale is working toward compliance with all state recycling requirements, including legislation that imposes Mandatory Commercial Recycling on all businesses that generate at least four cubic yards of trash per week and all multi-family dwellings that have five units or more. City waste haulers send all residential and commercial solid waste to the Antelope Valley Recycling and Disposal Facility, located at 1200 West City Ranch Road, approximately one mile from State Route 14 (SR-14). (City of Palmdale, 2022a, p. 4.19-4)

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE

Developer City of Palmdale or its
designee
Prior to issuance of a
building permit

AIR MM-6 During Project construction, Developer
will comply with the following:

After either (1) the completion of grading
or, (2) the completion of an electrical hook-
up at the site, whichever is first, require all
generators and all diesel-fueled off-road
construction equipment, to be zero-
emissions or equipped with CARB Tier
IV-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 be granted by the City in the event that
Developer City of Palmdale or its
designee
During Project construction
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
impervious surface-related radiative
forcing.

 Use paints, architectural coatings, and
industrial maintenance coatings for all
interior painting that have volatile organize
compound levels of less than 10 g/L.

 All self-propelled off-road diesel-powered
vehicles with engines greater than or equal
to 25 horsepower and all two-engine
vehicles (except on-road two-engine
sweepers) shall comply with applicable
provisions of the California Air Resources
Board (CARB) In-Use Off-Road Diesel
Fueled Fleets Regulation (Sections 2449,
2449.1, and 2449.2 of Title 13, Division 3,
Chapter 9, Article 4.8, California Code of
Regulations).

AIR MM-7 During operation of the proposed Project,
Developer will comply with the following:

 All outdoor cargo handling equipment
(including yard trucks, hostlers, yard goats,
forklifts, and landscaping equipment) shall
be zero- emission vehicles. 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.

 In anticipation of a transition to zero
emissions truck fleets during the lifetime of
the Project, install at least ten (10) heavy-
Developer City of Palmdale or its
designee
During operation of the
Project

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
AIR RR-1 The Project shall comply with the
provisions of AVAQMD Rule 401, Visible Emissions,
which requires that a person shall not discharge into
the atmosphere from any single source of emission
whatsoever, any air contaminant for a period or
periods aggregating more than three minutes in any
one hour which is:
a. As dark or darker in shade as that
designated No. 1 on the Ringelmann Chart,
as published by the United States Bureau
of Mines; or
b. Of such opacity as to obscure an observer's
view to a degree equal to or greater than
does smoke described in subparagraph
(b)(1)(A) of Rule 401.

Project Applicant;
Construction
Contractor(s); Building
Tenant(s)
City of Palmdale or its
designee
During Project construction
activities and during
operation of the Project

AIR RR-2 The Project shall comply with the
provisions of AVAQMD Rule 402, Nuisance, which
requires that a person shall not discharge air
contaminants or other materials that would cause
injury, detriment, nuisance, or annoyance to any
considerable number of persons or to the public, or
which endanger the comfort, repose, health or safety
of any such persons or the public, or which cause, or
have a natural tendency to cause, injury or damage to
business or property.

Project Applicant;
Construction
Contractor(s); Building
Tenant(s)
City of Palmdale or its
designee
During Project construction
activities and during
operation of the Project

AIR RR-3 The Project shall comply with the
provisions of AVAQMD Rule 403, Fugitive Dust,
including the submission of the required Dust Control
Plan and Construction Excavation Fee, by
implementing the following dust control measures
during construction activities, such as earth-moving
activities, grading, and equipment travel on unpaved
roads. Prior to grading permit issuance, the following
notes shall be included on the grading plans. Project
contractors shall be required to ensure compliance
with the notes. The notes also shall be specified in bid Project Applicant;
Construction
Contractor(s)
City of Palmdale or its
designee
Prior to issuance of a
grading permit or any
permit that authorizes
ground disturbance; During
Project construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
temporarily fenced by the Biological
Monitor at their discretion.
v. Submittal of a brief report to the City
discussing any unapproved
disturbances resulting in impacts to
special status resources within 48
hours of the incident.

The pre-construction survey shall be conducted by a
qualified Biologist within three days prior to
vegetation clearing. The pre-construction nesting bird
survey area shall include the Project impact area (i.e., disturbance footprint) plus a 250-foot buffer to search for nesting birds and a 500-foot buffer to search for
nesting birds and raptors. If no active nests are found, no further mitigation would be required.

If an active nest is located in the pre-construction
nesting bird survey area, the Biologist shall delineate an appropriate buffer to protect the nest based on the
sensitivity of the species. A protective buffer of 500
feet shall be used to protect nesting raptors and a
protective buffer of 300 feet shall be used to protect
nesting birds. If appropriate, a smaller buffer may be
considered (as determined by the Biologist) based on
site topography, existing disturbance, sensitivity of the individuals (established by observing the individuals
Project Applicant;
Construction
Contractor(s); qualified
professional biologist
retained by Project
Applicant
City of Palmdale or its
designee
During the non-breeding
nesting season; 3 days prior
to the clearing of vegetation
if scheduled during the
nesting season; During
construction of the Project;
Prior to the initiation of
construction activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE

BIO MM-4 Joshua Tree Woodland . The Project
Applicant shall provide mitigation for permanently
impacting Joshua tree woodland and disturbed Joshua
tree woodland. The goal of this mitigation is to ensure no net loss of habitat following implementation of the
Project. Mitigation ratios (i.e., the amount of
mitigation acreage compared to the amount of
impacted habitat) shall be negotiated with the resource agencies but shall be no less than 1:1, replacing each
acre of habitat lost with of one acre of equivalent or
higher quality habitat. This mitigation may be in the
form of habitat preservation, restoration,
enhancement, and/or establishment (i.e., creation), or
an in-lieu fee program, discussed below. The Project
Applicant shall implement one or a combination of
these options, as approved by CDFW in the permit
described in BIO MM-3. Successful implementation
of BIO MM-3, issuance and utilization of an ITP, shall fully mitigate Joshua tree woodland impacts and
eliminate the requirements of BIO MM-4.

1. Preservation consists of acquisition of
mitigation lands containing viable
occurrences of the species, or that enhance
the sustainability of the occurrences by
protecting buffer lands and protecting
those occurrences in perpetuity under a
conservation easement or an in-lieu fee
program that is transferred to a qualified
land trust or public agency.

2. Restoration consists of the re-
establishment or rehabilitation of
mitigation land with the goal of returning
natural or historic functions and
characteristics. Restoration may result in a
gain in habitat function, acreage, or both.

3. Enhancement consists of activities that
heighten, intensify, or improve one or more
Project Applicant CDFW As approved by the CDFW
during the biological
permitting process

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
species protected by the California Desert Native Plant Protection Act. This includes nine silver cholla.

BIO MM-7 Burrowing Owl Pre-Construction
Survey. Per the Staff Report on Burrowing Owl
Mitigation (CDFG 2012), the Project Applicant shall
retain a qualified Biologist to conduct a pre-
construction survey for the burrowing owl no less than
14 days prior to any ground disturbance by the Project
and no greater than 30 days prior to ground
disturbance in each Project area. The pre-construction
survey shall include the area of proposed disturbance
plus a 500-foot buffer (if access is available).

If an active burrow is observed outside the breeding
season (i.e., September 1 to January 31) and it cannot
be avoided, and therefore Take may occur, a CESA
ITP would be required, and Project construction shall
not proceed until authorized under the provisions of an ITP. Implementation of the conditions of an ITP will
fully mitigate for potential impacts to burrowing owl. the burrowing owl shall be passively excluded from
the burrow following methods described in CDFG
2012. One-way doors shall be used to exclude owls
from the burrows; doors shall be left in place for at
least 48 hours. Once the burrow is determined to be
unoccupied, as verified by site monitoring, the burrow
shall be closed by a qualified Biologist who shall
excavate the burrow using hand tools. Prior to
excluding an owl from an active burrow, a receptor
burrow survey shall be conducted to confirm that at
least two potentially suitable unoccupied burrows are
within approximately 688 feet prior to installation of
the one-way door. If two natural receptor burrows are
not located, one artificial burrow shall be created for every burrow that would be closed.

Project Applicant;
professional qualified
biologist retained by the
Project Applicant
City of Palmdale or its
designee
No less than 14 days and no
more than 30 days prior the
initiation of ground
disturbance/construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
If an active burrow is observed outside the breeding
season (i.e., September 1 to January 31) and it can be
avoided, the Biologist shall determine an appropriate
protective buffer for the burrow based on CDFW
guidelines. The buffer shall range from 160 feet to
1,640 feet depending on the level of impact and the
time of year (See Table below). The designated buffer
shall be clearly marked in the field and shall be
mapped as an ESA on construction plans. The Project
Applicant or its designee shall contact CDFW to
determine whether a reduced buffer can be
accommodated without adversely impacting occupied
burrows. If the qualified biologist determines that
Take may occur, a CESA ITP would be required.

The Biologist shall determine the appropriate
protective buffer for the burrow based on CDFW
guidelines. The buffer shall range from 650 to 1,640
feet depending on the level of impact and the time of
year (See Table below). The designated buffer shall be
clearly marked in the field and shall be mapped as an
ESA on construction plans. The Project Applicant or
its designee shall contact CDFW to determine whether
a reduced buffer can be accommodated without
adversely impacting occupied burrows. Construction
shall be allowed to proceed when the qualified
Biologist has determined that all fledglings have left
the nest. Compensatory mitigation for the loss of
foraging habitat shall be satisfied with implementation of MM BIO 6. If the qualified biologist determines that Take may occur, a CESA ITP would be required.

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
landscaping installed in the development area shall
include only species on the approved palette.

BIO MM-12 Prevention of the Spread of Weed
Seeds. The introduction of exotic plant species shall
be avoided and minimized to the extent practicable.

Weed seeds entering the construction area via vehicles
shall be minimized by requiring construction vehicles
to be washed prior to delivery to the Project site.

Track-clean or other methods of vehicle cleaning shall
be used by the Construction Contractor to prevent
weed seeds from entering/exiting the construction
areas on vehicles. Additionally, wattles used for
erosion control shall be certified as weed-free
Project Applicant or its
designee;
Construction Contractor
City of Palmdale or its
designee
Curing construction
activities

In response to a comment by the California
Department of Fish and Wildlife (CDFW), although it
was determined that Crotch’s bumble bee has no
reasonable potential to occur on the Project site and
thus impacts under CEQA were determined to be less
than significant, in order to confirm absence of the
species prior to construction activities, the following mitigation measure has been included in the Final EIR

BIO MM-13 So long as the Crotch’s bumble bee
remains a California State Candidate Endangered
Species, or becomes listed as an endangered or
threatened species, the following measures shall be
required, including seasonal avoidance, construction
site management, and nest avoidance verified through
pre-construction surveys. Implementation of these
measures will avoid Take and reduce impacts to less
than significant. If Take cannot be avoided, the
Project Applicant shall obtain an Incidental Take
Permit (ITP) from the CDFW.

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE

1. Seasonal Avoidance – Crotch’s bumble
bee colonies are active in the spring and
summer months (approximately February
1 through September 30). Breeding occurs
during this period. Prior to the issuance of
any clearing, grading, building, or other
permit that would authorize vegetation
clearance, a Qualified Biologist shall
identify and visibly mark in the field with
fencing, stakes, or flags with rope/cord, all
areas of suitable Crotch’s bumble bee
habitat. No clearance of suitable habitat for
any Project-related purpose shall be
permitted to occur in the marked area(s)
between February 1 and September 30.

Avoidance of all direct impacts to suitable
habitat on the Project site during this time
period will avoid Take of an active colony
and prevent impacts to breeding

2. Pre-construction Nest Survey – Prior to
disturbing or clearing suitable Crotch’s
bumble bee habitat areas (which may only
occur between October 1 and January 31),
a Biological Monitor(s) shall conduct a
pre-construction survey for Crotch’s
bumble bee nests. Pre-construction surveys
must be completed no more than three
weeks prior to the initiation of ground
disturbing activities. Biological Monitors
shall be knowledgeable and experienced in
the biology, natural history, collecting and
handling of the Crotch’s bumble bee. The
City shall not issue a clearing, grading,
building, or other permit that would
authorize clearance of suitable habitat until
the Biological Monitor submits written
results of the pre-construction survey
verifying that no Crotch’s bumble bee
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
nests are present in the area proposed for
disturbance. Verification of no nesting will
confirm that the vegetation is only utilized
for seasonal foraging. If nests are present,
the City shall not allow disturbance to or
clearance of the nesting habitat without
issuance of an Incidental Take Permit
(ITP) by the California Department of Fish
and Wildlife (CDFW).

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
coir matting. To limit
introduction of invasive plant
species, erosion control
materials shall; be limited to
straw, rice straw and/or weed-
free straw and the use of hay
shall be avoided.
c. Pesticide Use. Pesticides,
including herbicides,
insecticides, or rodenticides
shall not be used unless there
are no other feasible options. If
pesticides need to be used, the
use of neonicotinoid pesticides
and pesticides marked with the
US Environmental Protection
Agency's bee hazard icon shall
be prohibited. Preferentially
use chemicals that are rated
green/III in California
Agricultural and Natural
Resources (UC ANR),
Statewide Integrated Pest
Management Program (UC
IPM) Bee Precaution Pesticide
Ratings. Additionally, mixtures
with fungicides and adjuvants,
like those that contain
alkylphenol ethoxylates, shall
be prohibited because these
have been shown to increase the
risk of pesticide toxicity to
bees.
b. Construction Lighting Minimization. If
construction activities will occur at night,
all construction-related lighting shall be
shielded or directed away from Crotch’s
bumble bee habitat. All construction
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report S.0 Executive Summary Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE
lighting used shall be yellow or orange
lighting.

BIO RR-1 National Pollutant Discharge
Elimination System (NPDES) Compliance . The
Project Applicant or its designee shall incorporate
Best Management Practices (BMPs) during Project
construction, including applicable measures required
through the National Pollutant Discharge Elimination
System (NPDES) requirements, to ensure that the
quantity and quality of water runoff discharged by
Project activities does not adversely affect biological resources. BMPs shall be designed to prevent, to the
extent feasible, the runoff of toxins, chemicals,
petroleum products, or other elements that might
degrade water quality. Additionally, BMPs shall be
used to minimize erosion.

Project Applicant or its
designee; Construction
Contractor(s)
City of Palmdale or its
designee
During Project construction
activities

BIO RR-2 Clean Up Requirements for Accidental
Hazardous Waste Spills . Construction contractors
shall immediately stop work and, pursuant to pertinent
State and federal statutes and regulations, arrange for repair and clean up by qualified individuals of any fuel or hazardous waste leaks or spills at the time of
occurrence, or as soon as it is safe to do so, to minimize impacts to biological resources.

Construction
Contractor(s); State and
Federal entities
City of Palmdale or its
designee
Immediately during
construction of the
Project should any
hazardous waste spills
occur on the site

BIO DF-1 Landscaping. The Project Applicant or its
designee shall retain a qualified biologist to review the landscaping plan to ensure that any landscaping
component of the Project does not include the planting
of exotic, invasive species that would potentially
degrade the quality of the surrounding natural open
space. A list of potential landscaping plant species
shall be submitted to the qualified biologist for review; the qualified biologist shall ensure that exotic plant
species known to be invasive (e.g., those on the
California Invasive Plant Council’s (Cal-IPC’s)

TPM 083738
Sanitary Sewer Analysis

Prepared For:

Covington Group
14180 Dallas Parkway, Suite 730
Dallas, TX 75254

Prepared By:

WestLAND Group, Inc.
4150 Concours, Suite 100
Ontario, CA 91764
909-989-9789

Glenn Chung, P.E., QSD.

RCE # 62794

October 1, 2024
2021-186

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

Table of Contents

Introduction .................................................................................................................................

Sanitary Sewer Hydraulic Analysis ...............................................................................................

Appendix A – LACSD Title 20 Division 2 Chapter 20.32.440 Main Line Sewers – Size Specifications (Dated 2013) ............................................................................................................................................

Appendix B – LACSD Loading Rate Table (Dated 2020) ...............................................................

Appendix C – Sewer Node Exhibit ................................................................................................

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

Introduction

The following sanitary sewer hydraulic analysis was completed using the following two methods.

Method 1 utilizes the LA County Title 20 Division 2 Chapter 20.32 Part 3 Main Line Sewers Size Specifications Table found in Appendix A. Method 2 utilizes the LA County Sanitation District’s 2020 Loading Rates found in Appendix B. The two separate methods were used to compare the anticipated sewer demands from the proposed project. The proposed project consists of 11 parcels ranging from 7 to 79 acres, a 6.5 acre shopping center, and 111 acres of future warehousing development (Phase 4).

Sanitary Sewer Hydraulic Analysis

Each proposed building/parcel will have its own sewer lateral to service the site. The western half of the site (Buildings 4, 10, 11 and Shopping Center) will have a cumulative sewer flow at Node A, see Appendix C for the Sewer Node Exhibit. Node A connects to the existing dry 8” sewer stub found on 4th St.

Buildings 1 and 2 will each connect to the existing dry 18” sewer main found on East Ave M at Nodes E2 and E3. The eastern half of the site (Buildings 3, 5, 6, 7, 8, 9, and Phase 4) will have a cumulative sewer flow at Node B. Node B will connect to the existing dry 18” sewer stub found on Challenger Way.

Method 1: Utilizing the LACSD Sewer Coefficient method along with the City Zoning Map determined that the existing site falls under General Industrial (M-2). The proposed zoning for the majority of the site is Light Industrial (M-1) with a small parcel being Commercial Center (C-4). Table 1 shows the anticipated average (ADF) and peak (PDF) daily flow for each of the parcels based on the parcel area and sewer coefficient factor. The PDF was calculated utilizing the unit flow factor. The ADF was then back calculated from the PDF by dividing by a factor of 2.5. Table 2 shows the cumulative flows at significant nodes. Table 5 breaks down the capacity of the existing 8” and 18” sewer lines. From the two tables Node A’s ADF of 0.4993 mgd and PDF of 1.2484 mgd surpasses the capacity of Reach A to E-1 0.2597 mgd. At Node E5 the cumulative flow from the entire project site has an ADF of 2.0991 mgd and PDF of

5.2478 mgd whereas the capacity of Reach E5 and East is 4.1176 mgd. Therefore, per the LACSD Sewer Coefficient method the existing sewer lines do not provide adequate capacity for the flow conditions.

Method 2: Utilizing the LACSD 2020 Loading Rates categorizes the buildings into Warehousing less than or greater than 300,000 sqft and Shopping Center. Table 3 shows the anticipated ADF and PDF for each of the parcels based on the parcel area and sewer flow loadings. At the request of the city, the Phase 4 PDF was calculated using Method 1. The Phase 4 ADF was then back calculated from the PDF by dividing by a factor of 2.5. Table 4 shows the cumulative flows at significant nodes. Table 5 breaks down the capacity of the existing 8” and 18” sewer lines. From the two tables Node A’s ADF of 0.1392 mgd and PDF of 0.3481 mgd surpasses the capacity of Reach A to E-1 0.2597 mgd. At Node E5 the cumulative flow from the entire project site has an ADF of 0.7043 mgd and PDF of 1.7608 mgd whereas the capacity of Reach E5 and East is 4.1176 mgd. Therefore, per the LACSD 2020 Loading Rate method the existing 8” sewer lines serving the western half of the site do not provide adequate capacity while the 18” sewer lines serving the eastern half of the site do provide adequate capacity for the flow conditions.

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

In conclusion, the anticipated flow rates and sewer demand varies significantly between the methods.

This is due to the high sewer coefficient applied by Method 1. Method 1 groups all industrial zoning (M- 1 to M-4) into the same coefficient. When comparing types of industrial usage, manufacturing would require significantly higher sewer demand whereas warehousing would be considerably less. The proposed warehouse buildings will typically have 1-4 offices and bathrooms. Method 2 more accurately represents the anticipated flow rates by providing a loading rate specific to warehousing. Since both methods produce anticipated flow rates that exceed the capacity of the existing 8” sewer of Reach A. It is recommended that the existing 8” sewer line be upsized to a 15”. Table 6 shows that a 15” main constructed at the same slope of the existing 8” main will have a capacity of 2.5322 mgd which more than adequately services Reach A to E1. The existing 18” main downstream already meets the demands of the project when utilizing the more applicable Method 2.

Parcel Parcel Area
(AC) Land Use Unit Flow Factor
(ft3/s/ac)
Average Daily Flow
(ft3/s)
Peak Daily
Flow
(ft3/s)
Average Daily
Flow
(mgd)
Peak Daily
Flow
(mgd)
1 7.31 Light Industrial (M-1) 0.021 0.0614 0.1535 0.0397 0.0992 2 7.31 Light Industrial (M-1) 0.021 0.0614 0.1535 0.0397 0.0992 3 6.98 Light Industrial (M-1) 0.021 0.0586 0.1465 0.0379 0.0947 4 30.75 Light Industrial (M-1) 0.021 0.2583 0.6459 0.1670 0.4174 5 46.33 Light Industrial (M-1) 0.021 0.3892 0.9730 0.2515 0.6288 6 12.49 Light Industrial (M-1) 0.021 0.1049 0.2622 0.0678 0.1695 7 12.49 Light Industrial (M-1) 0.021 0.1049 0.2622 0.0678 0.1695 8 12.38 Light Industrial (M-1) 0.021 0.1040 0.2601 0.0672 0.1681 9 78.56 Light Industrial (M-1) 0.021 0.6599 1.6499 0.4265 1.0663 10 43.53 Light Industrial (M-1) 0.021 0.3656 0.9141 0.2363 0.5908 11 13.02 Light Industrial (M-1) 0.021 0.1093 0.2734 0.0707 0.1767 Commercial 6.55 Commercial Center (C-4) 0.015 0.0393 0.0982 0.0254 0.0635 Phase 4 110.82 Light Industrial (M-1) 0.021 0.9309 2.3272 0.6016 1.5041 Total 388.52 3.2478 8.1195 2.0991 5.2478
Buildings Total ADF
(mgd)
Total PDF
(mgd)
Node A 4, 10, 11, Comm 0.4993 1.2484
Node E2 1 0.0397 0.0992
Node E3 2 0.0397 0.0992
Node B 3, 5, 6, 7, 8, 9,
Phase 4 1.5204 3.8010
Total 2.0991 5.2478
Note:

The existing land use per the City of Palmdale Zoning (12/14/94) is General Industrial (M-2) and uses the same Unit Flow Factor of 0.021 Table 2: Method 1 Proposed Land Use Demand Totals
Table 1: Method 1 Proposed Land Use Demand
Parcel Parcel Area
(sqft) Land Use Unit Flow Factor
(gpd/1,000 sqft)
Average Daily
Flow
(gpd)
Peak
Daily Flow
(gpd)
Average Daily
Flow
(mgd)
Peak
Daily Flow
(mgd)
1 318,360 Warehousing ≤ 300,000 sq ft 25 7,959 19,897 0.0080 0.0199 2 318,442 Warehousing ≤ 300,000 sq ft 25 7,961 19,903 0.0080 0.0199 3 303,982 Warehousing ≤ 300,000 sq ft 25 7,600 18,999 0.0076 0.0190 4 1,339,684 Warehousing > 300,000 sq ft 10 13,397 33,492 0.0134 0.0335 5 2,018,193 Warehousing > 300,000 sq ft 10 20,182 50,455 0.0202 0.0505 6 543,895 Warehousing ≤ 300,000 sq ft 25 13,597 33,993 0.0136 0.0340 7 543,883 Warehousing ≤ 300,000 sq ft 25 13,597 33,993 0.0136 0.0340 8 539,454 Warehousing ≤ 300,000 sq ft 25 13,486 33,716 0.0135 0.0337 9 3,422,276 Warehousing > 300,000 sq ft 10 34,223 85,557 0.0342 0.0856 10 1,896,044 Warehousing > 300,000 sq ft 10 18,960 47,401 0.0190 0.0474 11 567,018 Warehousing ≤ 300,000 sq ft 25 14,175 35,439 0.0142 0.0354 Commercial 285,274 Shopping Center 325 92,714 231,785 0.0927 0.2318 Phase 4 601,637 1,504,092 0.6016 1.5041 Total 12,096,504 859,489 2,148,721 0.8595 2.1487 Parcel Total ADF
(mgd)
Total PDF
(mgd)
Node A 4, 10, 11, Comm 0.1392 0.3481
Node E2 1 0.0080 0.0199
Node E3 2 0.0080 0.0199
Node B 3, 5, 6, 7, 8, 9,
Phase 4 0.7043 1.7608
Total 0.8595 2.1487
Table 4: Method 2 Proposed Land Use Demand Totals
Table 3: Method 2 Proposed Land Use Demand
Note:

Phase 4 flow rates were calculated using Method 1 per City's request.

See Table 1 for calculation
Reach
Pipe Diameter
[D]
(in)
Pipe Diameter
[D]
(ft)
Radius
[r]
(ft)
depth/Diameter
@ PDF
[d/D]
depth
[d]
(ft)
[h]
(ft)
Theta
[Θ]
(rad)
Cross Sectional
Area of Flow
More than Half Full
[A]
(ft2)
Wetted
Perimeter
[WP]
(ft)
Hydraulic
Radius
[Rh]
(ft)
Roughness Coefficient
Vitrified Clay
Full
[nfull]
Existing
Slope
[S]
(ft/ft)
Flow
Capacity
[Q]
[ft3/s]
Flow
Capacity
[Q]
[mgd]
Node A to
Node E1 8 0.67 0.33 0.5 0.333 0.333 3.142 0.175 1.047 0.167 0.013 0.0044 0.4019 0.2597 Node E1
to
Node E2
18 1.5 0.75 0.75 1.125 0.375 2.094 1.422 3.142 0.453 0.013 0.0052 6.9259 4.4763 Node E2
to
Node E3
18 1.5 0.75 0.75 1.125 0.375 2.094 1.422 3.142 0.453 0.013 0.0052 6.9259 4.4763 Node E3
to
Node E4
18 1.5 0.75 0.75 1.125 0.375 2.094 1.422 3.142 0.453 0.013 0.0052 6.9259 4.4763 Node E4
to
Node E5
18 1.5 0.75 0.75 1.125 0.375 2.094 1.422 3.142 0.453 0.013 0.0122 10.6085 6.8564 Node E5
and
East
18 1.5 0.75 0.75 1.125 0.375 2.094 1.422 3.142 0.453 0.013 0.0044 6.3709 4.1176 Reach
Pipe Diameter
[D]
(in)
Pipe Diameter
[D]
(ft)
Radius
[r]
(ft)
depth/Diameter
@ PDF
[d/D]
depth
[d]
(ft)
[h]
(ft)
Theta
[Θ]
(rad)
Cross Sectional
Area of Flow
More than Half Full
[A]
(ft2)
Wetted
Perimeter
[WP]
(ft)
Hydraulic
Radius
[Rh]
(ft)
Roughness Coefficient
Vitrified Clay
Full
[nfull]
Slope
[S]
(ft/ft)
Flow
Capacity
[Q]
[ft3/s]
Flow
Capacity
[Q]
[mgd]
Node A to
Node E1 15 1.25 0.63 0.75 0.938 0.313 2.094 0.987 2.618 0.377 0.013 0.0044 3.9179 2.5322 Hydarulic Radius Calculation Flow Calculation
Table 5: Capacity of Existing Sewer Lines
Hydarulic Radius Calculation Flow Calculation
Table 6: Capacity of Upsized Sewer Lines
Building
Average Daily
Flow
(gpd)
Peak
Daily Flow
(gpd)
Average Daily Flow
(mgd)
Peak
Daily Flow
(mgd)
1 1,190 2,975 0.0012 0.0030 2 1,713 4,283 0.0017 0.0043 3 1,655 4,138 0.0017 0.0041 4 5,387 13,468 0.0054 0.0135 5 6,975 20,925 0.0070 0.0209 6 2,327 5,818 0.0023 0.0058 7 2,352 5,880 0.0024 0.0059 8 3,327 8,318 0.0033 0.0083 9 10,106 25,265 0.0101 0.0253 10 6,716 20,148 0.0067 0.0201 11 2,268 5,670 0.0023 0.0057 286 715 0.0003 0.0007 397 993 0.0004 0.0010 490 1,225 0.0005 0.0012 447 1,341 0.0004 0.0013 Total 45,636 121,162 0.0456 0.1212 Buildings Total ADF
(mgd)
Total PDF
(mgd)
Node A 4, 10, 11, Comm 0.0160 0.0436
Node E2 1 0.0012 0.0030
Node E3 2 0.0017 0.0043
Node B 3, 5, 6, 7, 8, 9 0.0267 0.0703
Total 0.0456 0.1212
Table 6: Method 3 Proposed Land Use Demand Totals
12, 13, 14, 15
(Commercial)
Table 5: Method 3 Proposed Land Use Demand
Note:

Flow rates from Johnson Plumbing and Heating spreadsheet in Appendix C

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

Appendix A

LACSD Title 20 Division 2 Chapter 20.32.440 Main Line Sewer – Size Specifications (Dated 2013)

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

Appendix B

LACSD Loading Rate Table (Dated 2020)

4150 Concours, Ontario, CA 91764
Phone: (909) 989-9789 • Fax: (909) 989-9660

Appendix C

Sewer Node Exhibit

4150 CONCOURS STREET, SUITE 100, ONTARIO, CA 91764
PHONE: (909) 989-9789 FAX: (909) 989-9660
120' TRANSITION

Findings of Fact and Statement of Overriding Considerations Regarding the Environmental Effects of the Approval of the:

Antelope Valley Commerce Center Specific
Plan Project
General Plan Amendment 22-001; Zone Change 22-001; Specific Plan 22-001; Site Plan Review 22-008;
Tentative Parcel Map 83738
EIR No. 22-001
State Clearinghouse No. 2022090009

Lead Agency
City of Palmdale - Department of Economic and Community Development Attn: Megan Taggart, Acting Director of Economic and Community Development 38250 Sierra Highway
Palmdale, CA 93550

CEQA Consultant
T&B Planning, Inc.
3200 El Camino Real, Suite 100
Irvine, CA 92602

Project Applicant
AVCC Master, LLC
14180 Dallas Parkway, Suite 730
Dallas, TX 75254

November 2024
Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

i
Table of Contents

Section Page

1.0 Introduction ................................ ................................ ................................ ...................... 2

1.1 Project Summary ..................................................................................................................... 2

1.2 City of Palmdale Actions Covered By the EIR ....................................................................... 4

1.3 Environmental Review and Public Participation ..................................................................... 4

2.0 Environmental Impacts and Findings ................................ ................................ ................. 6

2.1 General Findings ...................................................................................................................... 6

2.2 Impacts Identified in the Initial Study (IS) or EIR as No Impact or Less than Significant Not Requiring Mitigation ............................................................................................................... 7

2.3 Impacts Identified in the EIR as Potentially Significant that Have been Mitigated to a Level of Less than Significant ........................................................................................................... 7

2.4 Impacts Identified in the EIR as being Significant and Unavoidable .................................... 17

2.5 Significant Irreversible Environmental Changes Which Would Be Caused by the Proposed Project Should It Be Implemented ......................................................................................... 24

2.6 Growth-Inducing Impacts of the Proposed Project ................................................................ 25

2.7 Project Alternatives ............................................................................................................... 30

3.0 Statement of Overriding Considerations ................................ ................................ .......... 36

4.0 Additional Facts on Record ................................ ................................ .............................. 37

4.1 Adoption of a Monitoring Plan for Mitigation Measures ...................................................... 37

4.2 Custodian of Record .............................................................................................................. 37 Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

2 1.0 Introduction
The City Council of the City of Palmdale (the “ City Council ”) in approving the Antelope Valley Commerce Cener Specific Plan Project (the “Project”) and certifying the Environmental Impact Report (“EIR”) prepared for the Project on behalf of the City of Palmdale (the “City”) acting as Lead Agency under the California Environmental Quality Act (“CEQA”), makes the Findings presented herein. The Findings are based upon the entire record before the City Council, as described in Subsection 1.3 below, including the EIR.

Hereinafter, the Notice of Preparation, Notice of Availability, Draft EIR, Technical Studies, Final EIR (containing responses to public comments on the Draft EIR and textual revisions to the Draft EIR), and the Mitigation Monitoring and Reporting Program will be referred to collectively herein as the “EIR” unless otherwise specified.

1.1 Project Summary

1.1.1 Site Location
The vacant 432.9-acre Project site is located within the central portion of the City of Palmdale in Los Angeles County, California. Los Angeles County abuts Ventura County to the west, Kern County to the north, San Bernardino County to the east, and Orange County to the south. At the local scale, the Project site is located approximately 0.03-mile east of Sierra Highway and approximately 1.45 miles east of State Route 14 (SR-14). The Project site is located approximately 0.25 mile (1,305 feet) north of Runway 7 of United States Air Force ( USAF) Plant 42. The Project Site encompasses Assessor Parcel Numbers (APNs) 3126-022-926, 3126-022-927, 3126-022-928 and 3126-022-929.

1.1.2 Project Description
The Project Applicant, AVCC Master, LLC proposes to entitle and develop the Antelope Valley Commerce Center Specific Plan Project (herein, “Project”) on a 432.9 gross -acre undeveloped site located in the City of Palmdale, Los Angeles County, California. As shown on the Project’s DEIR, Figure 3-1, Specific Plan Land Use Plan and Figure 3-2, Phasing Plan, the Project would allow for the phased development of a master-planned commerce center containing industrial, commercial, and open space land uses, as well as roadways. The four phases of development would allow for a maximum of 8,302,536 square feet (s.f.) of building footprint, to be comprised of approximately 8,241,552 s.f. of industrial and 60,984 s.f. of commercial uses. Associated improvements to the Project site would include, but are not limited to, paved roads, paved parking areas, drive aisles, truck courts, utility infrastructure, landscaping, water quality basins, signage, lighting, property walls, gates, and fencing, including perimeter fencing. B uildout of the Project would be phased. Six buildings are proposed in the first phase. Site-specific detail for subsequent phases of development would be determined in the future, but reasonable assumptions are made within the DEIR about the future phases of development to enable a complete and comprehensive analysis of the Project as a whole.

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

3 The Project includes all required entitlements to implement the development including the following:

• General Plan Amendment (GPA 22 -001) to change the site’s General Plan land use designation from Employment Flex (EMPFX) to Specific Plan (SP); • Zone Change (ZC 22-001) to change the site’s zoning classification from Office Flex (OFX) to Specific Plan (SP);
• Antelope Valley Commerce Center Specific Plan (SP 22-001) that sets forth standards and guidance for the development and phasing of industrial, commercial, and open space uses with supporting infrastructure on the Project site;
• Tentative Parcel Map 83738 to subdivide the Project site into lots to facilitate its development;
• Site Plan Review 22 -008 pertaining to the development of six proposed buildings and supporting infrastructure in the Project’s first phase of development; and, • Development Agreement 22-001 which contains terms and agreements between the City and the Project Applicant pertaining to implementation of the Project.

1.1.3 Project Objectives
The underlying purpose and goal of the proposed Project is to accomplish the development of vacant property with an economically viable, employment -generating use that is compatible with the surrounding area. This underlying goal aligns with various aspect s of the Southern California Association of Governments ( SCAG) 2020-2045 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS; also referred to as “Connect SoCal”), particularly the facilitation of goods movement industries and the generation of local employment opportunities that can reduce the need for long commutes to and from work. The following objectives are intended to achieve these underlying purposes:

A. To develop a master-planned commerce center that attracts industrial and commercial users to the City of Palmdale;

B. To diversify the mix of developed land uses in the City of Palmdale to support the growing goods movement supply chain;

C. To develop supply chain uses in close proximity to designated truck routes and the State highway system to avoid or shorten vehicular trip lengths on other roadways;

D. To expand economic development, facilitate job creation, and increase the tax base for the City of Palmdale by accommodating and diversifying facilities needed to support the goods movement supply chain;

E. To develop Class A light industrial buildings in the City of Palmdale that are designed to meet contemporary industry standards and be economically competitive with similar industrial buildings in the local area and region;
Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

4 F. To attract new employment -generating businesses in the City of Palmdale, thereby growing the economy and providing a more equal jobs-housing balance in the local area that will reduce the need for members of the local workforce to commute outside the area for employment;

G. To develop supply chain buildings that have architectural design and operational characteristics that are compatible with other existing and planned developments in the local area;

H. To develop a property that has access to available infrastructure, including roads and utilities; and,

I. To develop a master planned commerce center that includes commercial uses that allows for commercial retail, restaurants, and small-scale retail commercial goods and services that would benefit residents, employees, and visitors in and around the Specific Plan Area and surrounding neighborhoods.

1.2 City of Palmdale Actions Covered By the EIR
The City of Palmdale has primary approval responsibility for the proposed Project . As such, the City serves as the Lead Agency for th e EIR pursuant to CEQA Guidelines Section 15050. The City’s Planning Commission will hold a public hearing to consider the Final EIR, General Plan Amendment No. 22-001, Zone Change No. 22-001, Specific Plan No. 22-001, TPM No. 83738, Site Plan Review No. 22-008 and Development Agreement No. 22-001. The Planning Commission will decide whether to recommend that the City Council certify the Final EIR and recommend that the City Council approve, approve with changes, or not approve the proposed General Plan Amendment No. 22 -001, Zone Change No. 22 -001, Specific Plan No. 22 -001, TPM No. 83738, Site Plan Review No. 22 -008 and Development Agreement No. 22 -001. Other agencies also may use the EIR as part of their decision-making processes concerning the proposed Project.

1.3 Environmental Review and Public Participation
The City conducted an extensive environmental review of the Project to ensure that the City’s decision- makers and the public are fully informed about potential significant environmental effects of the Project; to identify ways that environmental damage can be avoided or significantly reduced; to prevent significant, avoidable damage to the environment by requiring changes in the Project through the use of mitigation measures and project design requirements which have been found to be feasible; and to disclose to the public the reasons why the City has initiated the Project in the manner chosen in light of the significant environmental effects which have been identified in the EIR. In order to do this, the City, acting as lead agency under CEQA, undertook the following:

o Prepared a Notice of Preparation which identified the environmental issues to be analyzed in detail in the P roject’s EIR as: Aesthetics, Air Quality, Biological Resources, Cultural Resources, Energy, Geology and Soils, Greenhouse Gas Emissions, Hazards and Hazardous Materials, Hydrology and Water Quality, Land Use and Planning, Noise, Public Services, Transportation, Tribal Cultural Resources, Utilities and Service Systems, and Wildfire; Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

5 o The Notice of Preparation was sent to the Governor’s Office of Planning and Research (the “State Clearinghouse”), Responsible Agencies, Trustee Agencies, and other interested parties on September 1, 2022, for a 30-day review period;
o Held a publicly noticed EIR Scoping Meeting on September 19, 2022, using an internet-based virtual platform (Zoom);
o Submitted a Notice of Completion , Notice of Availability, and Draft EIR to the State Clearinghouse on June 20, 2024;
o Mailed a Notice of Availability to all Responsible Agencies, Trustee Agencies, County Clerk, other interested parties, and organizations and individuals who had previously requested the Notice on June 20, 2024 , to inform recipients that the Draft EIR was available for a 45 -day review period beginning on June 20, 2024, and ending on August 5, 2024; o Provided copies of the Draft EIR in four City locations (Planning Division, City Manager’s Office, Palmdale City Library, Parks and Recreation Department) on June 20, 2024; o Made the Notice of Availability and Draft EIR available to the public on the City’s website on June 20, 2024;
o Prepared responses to comments on the Draft EIR received during the 45-day comment period on the Draft EIR, which have been included in the Final EIR; o Sent notice of the Planning Commission’s hearing to property owners and occupants within a 1,000-foot radius of the Project site on November 21, 2024. o Sent written responses to comments to all parties who submitted comments on the Draft EIR on December 2, 2024 (ten comment letters were received); o Published a notice on November 22, 2024 , in the Antelope Valley Press , the newspaper of general circulation in the area affected by the Project, that the Planning Commission would hold a public hearing on December 12, 2024 , to consider the Project and EIR for recommendation to the City Council.
o Held a p ublic hearing of the Planning Commission on D ecember 12, 2024 , and after consideration of all comments, written and oral, recommended the Project and EIR to the City Council.
o Published a notice on DATE, in the Antelope Valley Press, the newspaper of general circulation in the area affected by the Project, that the City Council would hold a public hearing on DATE, to consider approval of the Project and certification of the EIR. o Held a public hearing of the City Council on DATE and after full consideration of all comments, written and oral, certified that the Final EIR had been completed in compliance with CEQA and approved the Project.

All of the documents identified above and all of the documents which are required to be part of the administrative record pursuant to Public Resources Code Section 21167.6(e) are on file with the City Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

6 of Palmdale - Department of Economic and Community Development located at 38250 Sierra Highway, Palmdale, California 93550.

2.0 Environmental Impacts and Findings

2.1 General Findings

2.1.1 Independent Judgment Finding
Finding: The EIR for the Project reflects the City’s independent judgment and analysis.

Facts in Support of the Finding: The EIR was prepared by T&B Planning, Inc . (the “EIR Consultant”), an independent, professional consulting firm hired by the Applicant and working under the supervision and direction of the City’s Department of Economic and Community Development staff. The City Council with recommendation from the Planning Commission , as the City’s final decision-making body for the Project, received and reviewed the EIR and the comments, written and oral, provided by public agencies and members of the public prior to certifying that the EIR complied with CEQA. The professional qualifications and reputation of the EIR Consultant, the supervision and direction of the EIR Consultant by City staff and its consultants, the thorough and independent review of the Draft EIR and Final EIR, including comments and responses, by City staff, and the review and careful consideration of the Final EIR by the City Council, including comments and responses, all conclusively show that the Final EIR is the product of and reflects the independent judgment and analysis of the City as the Lead Agency, and of the City Council as the decision-making body for the Project.

2.1.2 Finding of the Absence of any Need to Recirculate the EIR Finding: The Final EIR does not add significant new information to the Draft EIR that would require recirculation of the Draft EIR.

Facts in Support of the Finding : The City Council recognizes that the Final EIR incorporates information obtained and produced after the Draft EIR was completed . The new information in the Final EIR merely clarifies, amplifies, and/or makes insignificant modifications to the Draft EIR. The City Council has reviewed and considered the Final EIR and all of the information contained in it and has determined that the new information added to the Final EIR does not involve a new significant environmental impact, a substantial increase in the severity of an environmental impact, nor a feasible mitigation measure or an alternative considerably different from others previously analyzed that AVCC Master, LLC (the “Project Applicant”) declined to adopt and that would clearly lessen the significant environmental impacts of the Project . No information provided to the City Council indicates that the Draft EIR was inadequate or conclusory or that the public was deprived of a meaningful opportunity to review and comment on the Draft EIR.

2.1.3 General Finding on Mitigation Measures
It is the City’s intent to adopt and implement all mitigation measures identified in the EIR which are applicable to the Project, which the City finds to consist of all feasible measures that reduce the Project’s significant impacts. If a measure has, through error, been omitted from the conditions of Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

7 approval for General Plan Amendment No. 22 -001, Zone Change No. 22 -001, Specific Plan No. 22 - 001, TPM No. 83738, Site Plan Review No. 22 -008 and Development Agreement No. 22 -001 (collectively, the “ Conditions of Approval ”) or from these Findings, and that measure is not specifically reflected in these Findings, that measure shall be deemed to be adopted pursuant to this paragraph. In addition, unless specifically stated to the contrary in these Findings, all Conditions of Approval repeating or rewording mit igation measures recommended in the EIR are intended to be substantially similar to the mitigation measures recommended in the EIR and are found to be equally effective in avoiding or lessening the identified environmental impact. In each instance, the Conditions of Approval contain the final wording for the mitigation measures.

2.2 Impacts Identified in the I nitial Study (IS) or EIR as No Impact or Less than Significant Not Requiring Mitigation
Consistent with Public Resources Code Section 21002 .1 and Section 15128 of the CEQA Guidelines, the EIR focused its analysis on potentially significant impacts, and limited discussion of other impacts for which it can be seen with certainty there is no potential for significant adverse environmental impacts. CEQA Guidelines Section 15091 does not require specific findings to address environmental effects that an EIR identifies as “no impact” or a “less than significant” impact.

Nevertheless, the City Council hereby finds that the Project would have either no impact or a less than significant impact under the following resource areas: Aesthetics (all thresholds), Air Quality (thresholds “c” and “d” only) , Biological Resources (thresholds “b”, “c” and “f” only), Cultural Resources (threshold “c” only), Energy (all thresholds), Geology and Soils (thresholds “a” through “e” only), Greenhouse Gas Emissions (threshold “b” only) , Hazards and Hazardous Materials (all thresholds), Hydrology and Water Quality (all thresholds), Land Use and Planning (all thresholds), Noise (all thresholds), Public Services (all thresholds), Transportation (thresholds “a”, “c,” and “d” only), Utilities and Service Systems (all thresholds), and Wildfire (all thresholds).

2.3 Impacts Identified in the EIR as Potentially Significant that Have been Mitigated to a Level of Less than Significant
The City Council hereby finds that feasible mitigation measures have been identified in the EIR that will avoid or substantially lessen the following potentially significant environmental impacts to a less than significant level, pursuant to CEQA Guidelines § 15091(a)(1). The potentially significant impacts, and the mitigation measures that will reduce them to a less than significant level, are as follows.

2.3.1 Biological Resources
A. Would the Project have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations or by the California Department of Fish and Wildlife or U. S. Fish and Wildlife Service? (Threshold “a”) Finding: Less than Significant Impact with Mitigation Incorporated

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

8 Facts in Support of Finding: The Project shall be conditioned to implement a number of design features (specifically, BIO DF-1, BIO DF-2, BIO DF-3, BIO DF-4, BIO DF-5, BIO DF-6, BIO DF-7, BIO DF-8, BIO DF-9, and BIO DF-10) and regulatory requirements (specifically BIO RR-1 and BIO RR-2) as part of the City’s Conditions of Approval for the Project.

Phase I Analysis

As shown in DEIR Table 4.3 -2, Phase I of the Project would permanently impact approximately 134.69 acres of native vegetation types rubber rabbitbrush - Nevada ephedra scrub, and creosote bush scrub) and 1.06 acres of bare ground. The loss of native and non -native vegetation that provides wildlife habitat is considered an adverse impact. However, the loss of native and non -native habitat on the Project site would not be expected to reduce populations of common wildlife species below self-sustaining levels in the Project region. Although this impact would be considered adverse but less than significant, and no mitigation would be required, BIO MM-1 is included to lessen adverse effects of common wildlife species by requiring a biological monitoring during vegetation removal to facilitate wildlife salvage. (DEIR, p. 4.3-25)

Several common bird species have the potential to nest in the vegetation or on the ground on the Project site. The loss of an active migratory bird nest, including nests of common species, would be considered a violation of the Migratory Bird Treaty Act ( MBTA) and Sections 3503, 3503.5, and 3513 of California Fish and Game Code. The MBTA and California Fish and Game Code prohibits the taking of migratory birds, nests, and eggs. The potential loss of an active nest would be considered adverse but not significant because the impact does not meet the significance criteria. However, BIO MM-2 has been included to address the time frame in which construction could occur to avoid active nests and includes a requirement for pre -construction surveys and avoidance of active nests.

Implementation of BIO MM-2 would prevent the adverse impact and ensure that construction impacts would not violate the provisions of the MBTA and California Fish and Game Code. (DEIR, p. 4.3-25)

One special status vegetation type and one partial special status vegetation type, occur in the Phase I impact area: Joshua tree woodland (75.28 acres), and rubber rabbitbrush - Nevada ephedra scrub/Joshua tree woodland (37.62 acres), respectively. The rubber rabbitbrush - Nevada ephedra scrub vegetation type is not considered special status by California Department of Fish and Wildlife (CDFW). The Joshua tree woodland portion of this vegetation type is ranked as G4, S3, and is considered sensitive by the C DFW. For purposes of the imp act analysis, approximately half of this vegetation type would be considered sensitive (18.81 acres). Impacts to a total of 94.10 acres of these sensitive vegetation types would be considered potentially significant. Implementation of BIO MM-1, BIO MM-3, BIO MM-4, and BIO MM-5 would reduce impacts to a less than significant level. (DEIR, p. 4.3-26)

Two special status plant species were observed in Phase I during focused surveys: crowned muilla (Muilla coronata) and western Joshua tree (Yucca brevifolia). Impacts to crowned muilla would not be considered significant because of their relative abundance in the Project region and the small population on the Project site. (DEIR, p. 4.3-26)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

9 Impacts to the western Joshua tree, a California Candidate Threatened species, would be considered significant and mitigation would be required. An Endangered Species Act Section 10(a)(1)(B) Incidental Take Permit ( ITP) or Western Joshua Tree Conservation Act ITP would be required for impacts to Joshua trees. Implementation of BIO MM-1, BIO MM-3, BIO MM-4, and BIO MM-5 would reduce impacts to a less than significant level. (DEIR, p. 4.3-26)

Phase 1 of the Project would impact a total of nine cactus individuals protected by the California Desert Native Plants Act (CDNPA). These impacts are considered potentially significant and would require a permit from Los Angele s County. Implementation of BIO MM -6 would reduce potential impacts to less than significant and ensure compliance with the CDNPA. (DEIR, p. 4.3-26)

Burrowing owl has potential to nest in the Phase I area. Impacts to burrowing owl would be considered potentially significant. Implementation of BIO MM -1 and BIO MM -7 would reduce this impact to a less than significant level through measures that would avo id and minimize the potential for loss of an active nest/burrow and/or the direct mortality of individuals. Two additional special status bird species have potential to nest and forage in Phase 1: loggerhead shrike, and LeConte’s thrasher.

Implementation of BIO MM-2 would ensure that measures are taken to avoid and minimize impacts on active nests. Several bird species Los Angeles Audubon Society considers “at -risk” in the region may occur for foraging on the Project site. Implementation of BIO MM-2 would ensure that measures are taken to avoid and minimize impacts on active nests. (DEIR, p. 4.3-26)

Desert kit fox and American badger may occur in Phase I for foraging and breeding. Impacts to these species would be considered potentially significant. Implementation of BIO MM -8 would include conditions that would avoid and minimize impacts on desert kit foxes and American badgers and active dens. (DEIR, pp. 4.3-26 through 4.3-27)

One special status reptile species may occur in Phase I: northern legless lizard. Impacts to this species would be considered potentially significant. Implementation of BIO MM -1 would lessen any potential adverse impacts to this species. (DEIR, p. 4.3-27)

Drainages in the vicinity of Phase I of the proposed Project could be impacted as a result of changes in water quality. These impacts would be considered potentially significant. Implementation of BIO MM -9, which includes Best Management Practices that wou ld reduce construction -related pollutants, would reduce this impact to a less than significant level. (DEIR, p. 4.3-27)

Common and special status bird species have the potential to nest in habitat adjacent to Phase I. Impacts to nesting birds would be considered potentially significant. Implementation of BIO MM-2 would ensure that construction impacts would not violate the provisions of the MBTA or California Fish and Game Code Sections 3503, 3503.5, and 3513. (DEIR, p. 4.3-27)

Night lighting in Phase I of the Project may impact the behavioral patterns of nocturnal and crepuscular (i.e., active at dawn and dusk) wildlife adjacent to night lighting. This impact is potentially significant. Implementation of BIO MM -10, which requires that spillover of night light be limited to the extent practicable, would reduce this impact to a less than significant level. (DEIR, p. 4.3-27) Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

10 Landscaping in Phase I of the Project that includes the installation of non-native, invasive plant species (e.g., species listed in the California Invasive Plant Council’s invasive plant inventory) can be detrimental to surrounding native habitat. These impacts would be considered potentially significant.

Implementation of BIO MM -11 would prohibit the use of non -native, invasive plant species in landscaping associated with Phase I of the Project. This measure would reduce this potential impact to a less than significant level. (DEIR, p. 4.3-27)

Construction activities in Phase I of the Project can create disturbance, which in turn provides a place for non -native weedy species to spread. Additionally, construction equipment can introduce non-native weed seeds to the area if equipme nt is not properly cleaned. These impacts would be considered potentially significant. Implementation of BIO MM -12 would require the use of Best Management Practices associated with prevention of the spread of weed seeds to reduce this potential impact to a less than significant level. (DEIR, pp. 4.3-27 through 4.3-28)

Common and special status bird species have the potential to nest in habitat adjacent to Phase I of the Project. Human activity in the vicinity of an active nest could result in the loss of an active bird nest. These impacts would be considered potentially significant. Implementation of BIO MM-2 would ensure that construction impacts resulting from increased human activity would not violate the provisions of the MBTA or California Fish and Game Code Sections 3503, 3503.5, and 3513. (DEIR, p. 4.3-28)

Phases II - IV Analysis

Phases II - IV would permanently impact approximately 168.95 acres of native vegetation types (Joshua tree woodland, disturbed Joshua tree woodland, rubber rabbitbrush - Nevada ephedra scrub/Joshua tree woodland, creosote bush scrub) and 2.69 acres of bare ground. The loss of native and non-native vegetation that provides wildlife habitat is considered an adverse impact. However, the loss of native and non -native habitat on the Project site would not be expected to reduce populations of common wildlife spec ies below self -sustaining levels in the Project region. Although this impact would be considered adverse but less than significant, and no mitigation would be required, BIO MM- 1 is included to lessen adverse effects of common wildlife species. (DEIR, pp. 4.3-28 to 4.3-29)

Several common bird species have the potential to nest in the vegetation or on the ground on the Project site. The loss of an active migratory bird nest, including nests of common species, would be considered a violation of the MBTA and Sections 3503, 3503.5, and 3513 of California Fish and Game Code. The MBTA and California Fish and Game Code prohibits the taking of migratory birds, nests, and eggs. The potential loss of an active nest would be considered adverse but not significant because the impact does not meet the significance criteria identified above. However, BIO MM-2 has been included to address the time frame in which construction could occur to avoid active nests and includes a requirement for pre-construction surveys and avoidance of active nests. Implementation of BIO MM-2 would prevent the adverse impact and ensure that construction impacts would not violate the provisions of the MBTA and California Fish and Game Code. (DEIR, p. 4.3-29)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

11 Two special status vegetation types and one partial special status vegetation type occur in Phases I - IV of the Project: Joshua tree woodland (123.05 acres), disturbed Joshua tree woodland (6.17 acres), and rubber rabbitbrush – Nevada ephedra scrub/Joshua tree woodland (30.56 acres), respectively. The rubber rabbitbrush - Nevada ephedra scrub vegetation type is not considered special status by California Department of Fish and Wildlife (CDFW). The Joshua tree woodland portion of this vegetation type is ranked as G4, S3, and is considered sensitive by the CDFW. For purposes of the impact analysis, approximately half of this vegetation type would be considered sensitive (15.28 acres).

Impacts to a total of 144.50 acres of these sensitive vegetation types w ould be considered potentially significant. Implementation of BIO MM -1, BIO MM -3, BIO MM -4, and BIO MM -5 would reduce impacts to a less than significant level. (DEIR, p. 4.3-29)

One special status plant species was observed in the Phases II – IV Project area during focused surveys: western Joshua tree. Impacts to the western Joshua tree, a California Candidate Threatened Species, would be considered significant and mitigation would be required. An Endangered Species Act Section 10(a)(1)(B) Incidental Take Permit (ITP) or Western Joshua Tree Conservation Act ITP would be required for impacts to Joshua trees. Implementation of BIO MM-1, BIO MM-3, BIO MM- 4, and BIO MM-5 would reduce impacts to a less than significant level. (DEIR, p. 4.3-29)

Burrowing owl has the potential to nest in the Phases II – IV areas of the Project site. Impacts to burrowing owl would be considered potentially significant. Implementation of BIO MM -2 would reduce this impact to a less than significant level through measures that would avoid and minimize the potential for loss of an active nest/burrow and/or the direct mortality of individuals. Two additional special status bird species have potential to nest and forage in Phases II -IV: loggerhead shrike, and LeConte’s thrasher. Implementation of BIO MM-2 would ensure that measures are taken to avoid and minimize impacts on active nests. Several bird species Los Angeles Audubon Society considers “at - risk” in the region may occur for foraging on the Project site. Implement ation of BIO MM -2 would ensure that measures are taken to avoid and minimize impacts on active nests. (DEIR, pp. 4.3 -29 through 4.3-30)

Desert kit fox and American badger may occur in Phases II - IV for foraging and breeding.

Impacts to these species would be considered potentially significant. Implementation of BIO MM -7 would include conditions that would avoid and minimize impacts on des ert kit foxes and American badgers and active dens. (DEIR, p. 4.3-30)

One special status reptile species may occur in Phases II - IV: northern legless lizard. Impacts to this species would be considered potentially significant. Implementation of BIO MM-1 would lessen any potential adverse impacts to this species to a less than significant level. (DEIR, p. 4.3-30)

Drainages in the vicinity of Phases II - IV could be impacted as a result of changes in water quality. These impacts would be considered potentially significant. Implementation of BIO MM -8, which includes Best Management Practices that would reduce constru ction-related pollutants, would reduce this impact to a less than significant level. (DEIR, p. 4.3-30)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

12 Common and special status bird species have the potential to nest in habitat adjacent to Phases II - IV. Impacts to nesting birds would be considered potentially significant. Implementation of BIO MM-2 would ensure that construction impacts would not violate the provisions of the MBTA or California Fish and Game Code Sections 3503, 3503.5, and 3513. (DEIR, p. 4.3-30)

Night lighting in Phases II - IV may impact the behavioral patterns of nocturnal and crepuscular (i.e., active at dawn and dusk) wildlife adjacent to night lighting. This impact is potentially significant.

Implementation of BIO MM -10, which requires that s pillover of night light be limited to the extent practicable, would reduce this impact to a less than significant level. (DEIR, p. 4.3-30)

Landscaping in Phases II - IV that includes the installation of non-native, invasive plant species (e.g., species listed in the California Invasive Plant Council’s invasive plant inventory) can be detrimental to surrounding native habitat. These impacts wo uld be considered potentially significant.

Implementation of BIO MM -11 would prohibit the use of non -native, invasive plant species in landscaping associated with Phases II -IV. This measure would reduce this potential impact to a less than significant level. (DEIR, p. 4.3-30)

Construction activities in Phases II - IV create disturbance, which in turn provides a place for non-native weedy species to spread. Additionally, construction equipment can introduce non -native weed seeds to the area if equipment is not properly cleaned. These impacts would be considered potentially significant. Implementation of BIO MM-9 would require use of Best Management Practices associated with prevention of the spread of weed seeds to reduce this potential impact to a less than significant level. (DEIR, p. 4.3-31)

Common and special status bird species have the potential to nest in habitat adjacent to Phases II - IV. Human activity in the vicinity of an active nest could result in the loss of an active bird nest.

These impacts would be considered potentially signifi cant. Implementation of BIO MM -2 would ensure that construction impacts resulting from increased human activity would not violate the provisions of the MBTA or California Fish and Game Code Sections 3503, 3503.5, and 3513 (DEIR, p. 4.3-31)

B. 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 impeded the use of native wildlife nursery sites? (Threshold “d”) Finding: Less than Significant Impact with Mitigation Incorporated

Facts in Support of Finding: The Project site does not include water that supports any known migratory fish or established native resident or migratory wildlife corridors or a known native wildlife nursery site. Wildlife movement in the Study Area (defined as the Project site plus a 50 -foot buffer around the perimeter of the Project site) is mostly constrained by existing roadways and by fencing associated with the USAF Plan 42 located to the south of the Project site. However, wildlife is somewhat unconstrained on the immediate eastern border of the Study Area in the area between the Project site and fencing associated with the USAF Plant 42 perimeter fence, located approximately Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

13 0.5-mile from the eastern edge of the Study Area. In addition, undeveloped areas of land occur west of the Project site and west of Sierra Highway. (DEIR, p. 4.3-34)

Given the constraints on wildlife movement under existing conditions, and the determination that the Project site does not include water that supports any known migratory fish or established native resident or migratory wildlife corridors or a known native wildlife nursery site, neither Phase I or Phases II - IV of the Project would 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. Thus, impacts would be less than significant and no mitigation is required. (DEIR, p. 4.3-34)

As discussed in the analysis for Threshold (a) above, several common bird species have the potential to nest in the vegetation or on the ground on the Project site. The loss of an active migratory bird nest, including nests of common species, would be cons idered a violation of the MBTA and Sections 3503, 3503.5, and 3513 of California Fish and Game Code. The MBTA and California Fish and Game Code prohibits the taking of migratory birds, nests, and eggs. The potential loss of an active nest would be considered adverse but not significant because the impact does not meet the significance criteria. However, BIO MM-2 has been included to address the time frame in which construction could occur to avoid active nests and includes a requirement for pre -construction surveys and avoidance of active nests. Implementation of BIO MM -2 would prevent the adverse impact and ensure that construction impacts would not violate the provisions of the MBTA and California Fish and Game Code. With implementation of Mitigation Measu re BIO MM -1, the direct and cumulatively considerable impacts of the Project on migratory birds protected by the MBTA would be less than significant. (DEIR, p. 4.3-35)

C. Would the Project conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance? (Threshold “e”) Finding: Less than Significant Impact with Mitigation Incorporated

Facts in Support of Finding: The Conservation Element of the City’s General Plan includes Goal CON -1, which is applicable to the proposed Project and aimed at protecting Significant Ecological Areas in and around the City, including, but not limited to, sensitive flora and fauna habitat areas. Specifically, Policy CON -1.1 is aimed at local compliance with the California Endangered Species Act and the Federal Endangered Species Act (ESA). Policy CON -1.2 relates to enforcement of the City’s Native Vegetation Ordinance to protect western Joshua trees and California Juniper trees.

Policy CON-1.3 requires implementation of the West Mojave Plan for protection of desert tortoise and Mohave ground squirrel. Policy CON -1.5 relates to the preservation of natural drainage courses and riparian areas where ecological resources exist in significant concentrations. CON -5.1 is aimed at protecting natural recharge areas such as Amargosa Creek from pollutants or other materials which might degrade groundwater supplies. Other C onservation Element policies for the protection of biological resources do not apply to the Project, as the Project site is not in a mapped Significant Ecological Area, does not contain wetlands and is not targeted for open space preservation. (DEIR, p.

4.3-35)
Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

14 PMC Chapter 14.04, Native Desert Vegetation Preservation, is designed to protect western Joshua trees and California Juniper trees in the City. Psomas did not identify any California Juniper trees on the site; however, Psomas documented 8,196 western Joshua trees as occurring in the survey area, and impacts to 7,184 western Joshua trees on the Project site are anticipated during Project implementation. Impacts to the western Joshua tree would be significant on a direct and cumulatively considerable basis. Thus, mitigation is required. An Endangered Species Act Section 10(a)(1)(B) ITP or Western Joshua Tree Conservation Act ITP would be required for impacts to Joshua trees.

Implementation of BIO MM -1, BIO MM-3, BIO MM-4, and BIO MM -5 would reduce impacts to a less than significant level. (DEIR, p. 4.3-35)

2.3.2 Cultural Resources
A. Would the Project cause a substantial adverse change in the significance of a historical resource pursuant to Section 15064.5? (Threshold “a”)
Finding: Less than Significant Impact with Mitigation Incorporated

Facts in Support of Finding: The Project shall be conditioned to implement regulatory requirement CUL RR-1 as part of the City’s Conditions of Approval for the Project. As discussed in DEIR Subsection 4.4.1, although 15 cultural resources were identified in the Project site, all of which are archaeological sites comprised of refuse scatter dating to the historic period, none of the sites are recommended eligible for listing in the California Register of Historical Resources (CRHR).

Geological information reviewed for the project indicates that the buried site sensitivity for the Project site is low to moder ate. Based on the environmental and geological setting, and the scarcity of substantial prehistoric archaeological remains documented in the records search, the site has a low to moderate sensitivity for buried historic period resources. However, although unlikely, there is a remote potential that historical resources could be uncovered during grading activities associated with the Project. As such, there is a poten tial for the Project to have a significant impact if significant historic resources meeting the definition given in CEQA Guidelines Section 15064.5 are unearthed and not properly treated, for which mitigation would be required. This potentially significant impact will be addressed by Mitigation Measures CUL MM -1 through CUL MM -4, which require that a qualified archaeological monitor and a qualified Native American Tribal monitor are retained to monitor the Project site during earthmoving activities and impl ement mitigation to the satisfaction of the City in the event that any significant resources are unearthed during excavation and grading activities.

Implementation of Mitigation Measures CUL MM -1 through CUL MM -4 would ensure the proper identification and subsequent treatment of any significant historical or archaeological resources that may be encountered during ground -disturbing activities associated with Project construction. With implementation of the required mitigation, the Project’s potential impacts to important cultural resources would be less than significant. (DEIR, p. 4.4-18)

B. Would the Project cause a substantial adverse change in the significance of an archaeological resource pursuant to Section 15064.5? (Threshold “b”)
Finding: Less than Significant Impact with Mitigation Incorporated

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

15 Facts in Support of Finding: Based on the cultural records search and pedestrian survey of the Project site, no known archaeological resources are present on the Project site. Because no archaeological resources are known to exist on the Project site, implementation of the proposed Project would not cause a substantial adverse change in the significance of an archaeological resource pursuant to § 15064.5. However, although unlikely, there is a remote potential that historical resources could be uncovered during grading activities associated with the Project. As such, there is a potential for the Project to have a significant impact if significant historic resources meeting the definition gi ven in CEQA Guidelines Section 15064.5 are unearthed and not properly treated, for which mitigation would be required. This potentially significant impact will be addressed by Mitigation Measures CUL MM - 1 through CUL MM -4, which require that a qualified ar chaeological monitor and a qualified Native American Tribal monitor are retained to monitor the Project site during earthmoving activities and implement mitigation to the satisfaction of the City in the event that any significant archaeological or tribal c ultural resources are unearthed during excavation and grading activities. Implementation of Mitigation Measures CUL MM -1 through CUL MM -4 would ensure the proper identification and subsequent treatment of any significant historical or archaeological resources that may be encountered during ground-disturbing activities associated with Project construction. With implementation of the required mitigation, the Project’s potential impacts to important cultural resources would be less than significant. (DEIR, pp. 4.4-18 through 4.4-19)

2.3.3 Geology and Soils
A. Would the Project directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? (Threshold “f”)
Finding: Less than Significant Impact with Mitigation Incorporated

Facts in Support of Finding : The Project shall be conditioned to implement a number of regulatory requirements (specifically GEO RR-1, GEO RR-2, GEO RR-3, and GEO RR-4) as part of the City’s Conditions of Approval for the Project.

The presence of documented Pleistocene fossil localities in the vicinity of the Project site, at a depth of four feet and less, combined with the lack of mapped exposures of Pleistocene sediments within the Project area would give surficial sediments (Qa) an “ Undetermined Sensitivity.” Excavations may impact Pleistocene deposits of Qa, which should be treated as “High Sensitivity.” In general, the potential for a given project to result in negative impacts to paleontological resources is directly proportional to the amount of ground disturbance associated with the project; thus, the higher the amount of ground disturbances within geological deposits with a known paleontological sensitivity, the greater the potential for negative impacts to paleontological resources. (DEIR, p. 4.6-16)

As part of Project construction, the Project site would be subject to ground-disturbing activities associated with site grading activities. Sediments in the Project area have an unknown paleontological sensitivity, potentially containing high sensitivity Plei stocene deposits at or near the ground surface.

As such, ground-disturbing activities conducted in previously undisturbed portions of the Project site may result in significant impacts to previously undiscovered paleontological resources, such as destruction, damage, or loss of scientifically important paleontological resources. This is considered a Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

16 potentially significant impact for which mitigation would be required. This potentially significant impact will be addressed by Mitigation Measure GEO MM -1, which outlines the Paleontological Resources Mitigation and Monitoring Plan (PRMMP) for monitoring site grading/earthmoving activities. Implementation of Mitigation Measure GEO MM-1 would ensure that a PRMMP is prepared and approved by the City prior to the issuance of grading permits. Implementation of the PRMMP would ensure that any paleontological resources that may be uncovered during Project-related ground- disturbing activities would be identified, avoided, salvaged, and curated at an appropriate facility, and further requires the preparation of a Final Paleontological Mitigation Report. Implementa tion of the required Mitigation Measure GEO MM -1 would reduce the Project’s potential impacts to paleontological resources to a less than significant level. (DEIR, pp. 4.6-16 through 4.6-17)

2.3.4 Tribal Cultural Resources
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 (Threshold “a”):
i. 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 ii. A resource determined by the lead agency, in its 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 Resource Code Section 5024.1, the lead agency shall consider the significance of the resource to a California Native American tribe.

Finding: Less than Significant Impact with Mitigation Incorporated

Facts in Support of Finding : The Project shall be conditioned to implement regulatory requirement CUL RR -1 as part of the City’s Conditions of Approval for the Project. No prehistoric resource sites, features, places, or landscapes were identified on the Project site during a field visit and in literature review that are either listed or eligible for listing in the California Register of Historic Places. No resources were identified on the Project site that meet any of the four criteria listed above to be eligible for the California Register and no prehistoric resource sites or isolates were found on the Project site based on the cultural records search and pedestrian survey of the Project site. Furthermore, no substantial evidence was presented to or found by the City that led to the identification of any resources on the Project site that in the City’s discretion had the potential to be considered a tribal cultural resource. (DEIR, p. 4.13-3 through 4.14-4)

Because the proposed Project involves an EIR and a Specific Plan and a General Plan Amendment, both AB 52 and SB 18 consultation are required. As required by State law, the City sent notification of the Project to Native American tribes with possible traditional or cultural affiliation to the Project area. In compliance with AB 52 and SB 18, on November 10, 2022, the City mailed notices Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

17 regarding the Proposed project to the following Native American Tribes listed in the Native American Heritage Commission (NAHC) Native American Contact List (included as Appendix A of DEIR Technical Appendix D). (DEIR, p. 4.14-4)

• Fernandeño Tataviam Band of Mission Indians
• Morongo Band of Mission Indians
• Quechan Tribe of the Fort Uma Reservation
• San Fernando Band of Mission Indians
• Yuhaaviatam of San Manuel Nation (formally San Manuel Band of Mission Indians) • Serrano Nation of Mission Indians

Out of the six Native American tribal groups, the following two groups requested to consult on the Project. The City engaged in consultation accordingly and closed consultation. (DEIR, p. 4.14-4)

• Fernandeño Tataviam Band of Mission Indians (FTBMI)
• Morongo Band of Mission Indians (MBMI)

According to correspondence from the two Native American tribes that requested consultation, there are no known Tribal Cultural Resources (TCRs) on the Project site. However, because TCRs have been identified as occurring offsite in close proximity to the Project area, there is the potential that TCRs could be located beneath the surface of the Project site and become discovered during Project-related earth-disturbing activities. If TCRs are discovered and do not receive proper treatment, the impact to TCRs would be significant. (DEIR, pp. 4.14-4 through 4.14-5)

Mitigation is provided in DEIR Section 4.4, Cultural Resources, based on consultation with the Fernandeño Tataviam Band of Mission Indians (FTBMI), and the Morongo Band of Mission Indians (MBMI). (DEIR, p. 4.14-5)

2.4 Impacts Identified in the EIR as being Significant and Unavoidable The CEQA Guidelines require that an EIR disclose the significant environmental effects of a proposed project that cannot be reduced to a level of less than significant if the Project is implemented and, where impacts cannot be alleviated without imposing an alternative design, the reasons why the project is being proposed, notwithstanding its effect, should be described (CEQA Guidelines Section 15126(b) and S ection 15126.2(c)). The City Council hereby finds that, despite the incorporation of mitigation measures outlined herein and in the EIR, the following impacts from the proposed Project and related approvals cannot be fully mitigated to a less than significant level by any feasible mitigation measures pursuant to CEQA Guidelines 15091(a)(2) and (a)(3), which are infeasible as a result of specific economic, legal, social, technological, and other considerations, or are within the responsibility and jurisdiction of another public agency. A Statement of Overriding Considerations is therefore included herein. For the reasons set forth in the Statement of Overriding Considerations, the City Council finds and declares, in its independent judgment, that the Project’s benefits substantially outweigh and justify the following significant and unavoidable impacts.

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18 2.4.3 Air Quality
A. Would the Project conflict with or obstruct implementation of the applicable air quality plan? (Threshold “a”)
Finding: Significant Direct and Cumulatively-Considerable Impact

Facts in Support of Finding: The Project shall be conditioned to implement a number of regulatory requirements and design features (specifically AIR RR-1, AIR RR-2, AIR RR-3, AIR RR- 4, AIR RR-5, AIR DF-1 and AIR DF-2) as part of the City’s Conditions of Approval for the Project.

The City of Palmdale General Plan designates the Project site for Employment Flex (EMPFX) land uses. The EMPFX designation permits mixed -use development of lighter industrial uses and more intensive service, retail, and commercial u ses. The Project Applicant proposes a General Plan Amendment to change the site’s General Plan land use designation from Employment Flex (EMPFX) to Specific Plan (SP). Additionally, a Zone Change is proposed to change the site’s zoning classification from Office Flex (OFX) to Specific Plan (SP). The Antelope Valley Commerce Center Specific Plan sets forth standards and guidance for the development and phasing of industrial, commercial, and open space uses with supporting infrastructure on the Project site. Because a General Plan Amendment is proposed, the Project would therefore not conform to local land use plans. (DEIR, p. 4.2-30)

Air Quality Goal AQ -1 focuses on minimizing local air pollution caused by motor vehicles.

The Project is consistent with this goal by introducing an employment -generating use on the site and contributing to the balance of jobs and housing in the City. The Project’s design also includes electric vehicle (EV) charging stations, bicycle racks, and the addition of a sidewalks along both sides of four public streets proposed for construction as part of the Project: Public Street A, Public Street B, Public Street C, and Public Street D. The Project also improves the south half of Columbia Way /East Avenue M with sidewalks and bike trail. The location of the Project site is east of the Sierra Highway Bike Trail, affording opportunities for non -vehicular travel by the Project’s employees and the site is approximately 0.5- mile north of the Palmdale Metrolink Station. The Project site also is located along the City’s truck routes (Sierra Highway and Columbia Way/East Avenue M), which lowers emissions by maintaining traffic flow per the General Plan’s Circulation and Mobility Element. (DEIR, p. 4.2- 30)

Air Quality Goal AQ-2 is aimed at minimizing particulates less than 10 microns in size (PM10) and activities that generate dust. The Project is not consistent with this goal. As discussed below under Threshold (b), the Project’s construction particulate matter impacts would be less than significant; however, the Project’s operational particulate matter impacts would be significant and cumulatively considerable for Phases II - IV. The Project site is fla t, which minimizes grading activities and associated dust generation, and dust control measures during construction are required by the Antelope Valley Air Quality Management District ( AVAQMD) Rule 403, Fugitive Dust. (DEIR, pp. 4.2 -30 through 4.2-31)

Air Quality Goals AQ-3 and AQ-4 focus on reducing and/or eliminating unnecessary sources of air pollution and reducing air pollution caused by energy consumption. The Project is not consistent Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

19 with these goals. As discussed below under Threshold (b), the Project’s air pollutant emission impacts would be significant and cumulatively considerable; however, as discussed in EIR Section 4.5, Energy, the Project’s energy impacts would be less than significant. The Project’s design includes rooftop solar panels and EV charging stations and many other project design features to reduce air pollutants and increase energy efficiency. (DEIR, p. 4.2-31)

Air Quality Goals AQ-3 and AQ-4 focus on reducing and/or eliminating unnecessary sources of air pollution and reducing air pollution caused by energy consumption. The Project is not consistent with these goals. As discussed under Threshold (b) in the DEIR, the Project’s air pollutant emission impacts would be significant and cumulatively considerable; however, as discussed in DEIR Section

4.5, Energy, the Project’s energy impacts would be less than significant. The Project’s design includes rooftop solar panels and EV charging and many other project design features to reduce air pollutants and increase energy efficiency. (DEIR, p. 4.2-31)

The Project would be required to comply with all applicable AVAQMD Rules and Regulations, including, but not limited to Rule 401, Visible Emissions; Rule 402, Nuisance; Rule 403, Fugitive Dust; and Rule 1113, Architectural Coatings. (DEIR, p. 4.2-31)

Prior to mitigation, Project construction emissions would not exceed the applicable AVAQMD regional thresholds. Mitigation Measures AIR MM -1 and AIR MM-2 are designed to reduce Project construction-source Volatile Organic Compounds (VOC) emissions. With implementation of mitigation measures listed in DEIR Section 4.2.7, Project construction -source emissions would not exceed AVAQMD regional thresholds for VOC emissions. (DEIR, p. 4.2-31)

However, for operational -source emissions, buildout of Phase I would exceed the numerical thresholds of significance established by the AVAQMD for emissions of Nitrogen Oxides (NOX), carbon monoxide (CO) and Fine Particulate Matter (10 microns or smaller) (PM10). With buildout of Phases II - IV, the Project would exceed the numerical thresholds of significance for emissions of VOC, NOX, CO, PM10 and PM2.5. With Project Buildout of the whole of the Project, Phases I - IV, the Project would exceed the numerical thresholds of significance for emissions of VOC, NOX, CO, PM10 and PM2.5. As such, the Project operational-source emissions exceedances would have the potential to increase the frequency or severity of a violation in the federal or state ambient air quality standards for on-going project operations. (DEIR, p. 4.2-31)

On the basis of the preceding discussion, the Project is determined to be inconsistent with the third criterion. (DEIR, p. 4.2-32)

Prior to mitigation, operational-source emissions would exceed applicable regional thresholds for emissions of VOC, NOX, CO, PM10, and PM2.5. As such, the Project operational-source VOC, NOX, CO, PM 10, and PM 2.5 emissions exceedances would have the potential to increase the frequency or severity of a violation in the federal or state ambient air quality standards for on -going project operations. This represents a significant impact for which mitigation would be required. (DEIR, p. 4.2- 32)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

20 The Project would conflict with the Air Quality Management Plan (AQMP) according to this criterion. This represents a significant impact for which mitigation would be required. Mitigation Measures AIR MM -2 through AIR MM -5 would be implemented to reduce operational -source emissions; however, a majority of NOX, CO, PM10, and PM2.5 emissions are derived from vehicle usage which cannot be directly regulated by the City. Neither the Project Applicant nor the Lead Agency can substantively or materially affect reductions in Project-related vehicular source emissions beyond the regulatory requirements, and mitigation measures identified herein. With implementation of the mitigation measures listed in EIR Section 4.2.7, Phase I CO emissions would be reduced to less than significant; however, Phase I operational -source NO X and PM 10 emissions, and Phase II – IV operational-source V OC, NO X, CO, PM 10, and PM 2.5 emissions would exceed the applicable AVAQMD regional thresholds. Impacts would therefore be significant and unavoidable. As such, the Project’s operational-source VOC, NOX, CO, PM10, and PM2.5 emissions exceedances would have the potential to increase the frequency or severity of a violation in the federal or state ambient air quality standards for on -going Project operations, and the Project is determined to be inconsistent with the third criterion. (DEIR, p. 4.2-32)

The Project would not conform to local land use plans as stated previously, and a General Plan Amendment and Zoning Change would be requi red. The Project would comply with all applicable AVAQMD Rules and Regulations, but would exceed the applicable regional thresholds. The Project would implement mitigation measures, acting to generally reduce the Project’s construction -source and operational-source air pollutant emissions. Additionally, incorporation of contemporary energy - efficient technologies and operational programs, and compliance with AVAQMD emissions reductions and control requirements act to reduce Project air pollutant emissions generally. (DEIR, p. 4.2-32)

The Project would not be consistent with the Federal Particulate Matter Attainment Plan and Ozone Attainment Plan , resulting in a significant direct and cumulatively considerable impact for which mitigation is not available to reduce the impact to less than significant. The impact would be significant and unavoidable. (DEIR, p. 4.2-32)

As shown in DEIR Table 4.2-22, Emissions Summary of Construction (With Mitigation), with the implementation of mitigation measures, emissions resulting from construction of the Project would be reduced and would not exceed criteria pollutant thresholds established by the A VAQMD for emissions of any criteria pollutant. Therefore, with implementation of the mitigation measures, construction activities associated with the Project would not result in a cumulatively-considerable net increase of any criteria pollutant for which the Project region is in non-attainment under an applicable federal or State ambient air quality standard. (DEIR, p. 4.2-60)

As shown in DEIR Table 4.2-23, Summary of Peak Operational Emissions (With Mitigation), with the implementation of Mitigation Measures, Phase I VOC emissions resulting from operation of the Project would be reduced and would not exceed the threshold established by the AVAQ MD. (DEIR, p. 4.2-60)

After implementation of feasible mitigation, NO X and PM 10 emissions from Phase I of the Project would still exceed applicable daily air pollutant significance thresholds established by the Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

21 AVAQMD. Emissions of VOC, NO X, CO, PM 10, and PM 2.5 from Phases II - IV of the Project also would still exceed applicable daily air pollutant significance thresholds established by the AVAQMD.

Therefore, the Project would result in a cumulatively -considerable net increase of air pollutants for which the Project region is non -attainment under an applicable federal or State ambient air quality standard. (DEIR, p. 4.2-60)

It should be noted that a majority of the Project’s NOX, CO, PM 10, and PM 2.5 emissions are derived from vehicle usage which the City does not have the regulatory authority to control or enforce.

Neither the Project Applicant nor the Lead Agency can substantively or materially affect reductions in Project-related vehicular source emissions beyond the regulatory requirements and the feasible mitigation measures identified in this EIR. While there are no feasible mitigation measures that would reduce vehicular emissions to less than significant, the Project will install EV supply equi pment in accordance with the California Building Code which will allow charging stations to be supplied on the Project site based on demand. Charging stations could lead to less use of gasoline-burning automobiles and thus, less air pollutant emissions . Hence, overall, there are no feasible mitigation measures that would reduce emissions to less than significant and this impact is considered significant and unavoidable. (DEIR, p. 4.2-60)

B. Would the Project result in a cumulatively -considerable net increase of any criteria pollutant for which the project region is non -attainment under an applicable federal or State ambient air quality standard? (Threshold “b”)
Finding: Significant Direct and Cumulatively-Considerable Impact

Construction activities associated with the Project would result in emissions of VOCs, NO X, Carbon Monoxide (CO), Sulfur Oxides (SO X), Fine Particulate Matter (10 microns or smaller) (PM 10), and Fine Particulate Matter (2.5 microns or smaller) (PM2.5). Construction-related emissions are expected from the following construction activities: 1) site preparation; 2) grading; 3) building construction; 4) paving; and 5) architectural coating. Emissions resulting from construction of the Project would exceed the criteria pollutant thresholds established by the AVAQMD for emissions of VOCs during construction in years 2025, 2027, 2029, and 2021. Accordingly, impacts would be significant prior to mitigation. Mitigation measures are designed to reduce Project construction -source VOC emissions; therefore, with implementation of the mitigation measures listed in EIR Section 4.2.7, Project construction-source emissions would not exceed AVAQMD regional thresholds for VOC emissions . (DEIR, p. 4.2-33)

Operational activities associated with the proposed Project would result in emissions of VOCs, NOX, CO, SOX, PM10, and PM2.5. Operational emissions would be expected from the following primary sources: 1) area source emissions; 2) energy source emissions; 3) mobile source emissions; 4) on-site cargo handling equipment emissions, 5) truck refrigeration unit (TRU) emissions, and 6) stationary source emissions. With the buildout of Phase I, the Project would exceed the numerical thresholds of Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

22 significance established by the AVAQMD for the emissions of NOX, CO, and PM10 during the summer season and for emissions of NOX and PM10 during the winter season. Therefore, operational activities associated with Phase I would result in a significant and cumulatively -considerable net increase of criteria pollutants for which the Project region is in non-attainment under an applicable federal or State ambient air quality standard. With buildout of Phases II – IV, the Project would exceed the numerical thresholds of significance for emissions of VOC, NOX, CO, PM10, and PM2.5 during both the summer and winter seasons. Therefore, operational activities associated with Phases II -IV would result in a significant and cumulatively -considerable net increase of criteria pollutants for which the Project region is in non-attainment under an applicable federal or State ambient air quality standard . (DEIR, pp. 4.2-34 to 4.2-35)

The Project’s truck and TRU trip -related emissions that may occur within neighboring air districts were evaluated by Urban Crossroads. The truck activity percentages previously shown in DEIR Table 4.2-13 were then applied to the truck and TRUs emissions that are a subset to the emissions totals presented in DEIR Table 4.2-16. Table 4-2-17 through Table 4-2-20, summarize the emissions that could occur due to off -site truck and TRU travel within the aforementioned air districts. The emissions are presented in tons per year for the Eastern Kern Air Pollution Control District (EKAPCD) and San Joaquin Valley Air Pollution Control District (SJVAPCD) (as there is no seasonal variation), and pounds per day for Mojave Desert Air Quality Management District (MDAQMD) and South Coast Air Quality Management District (SCAQMD) (for summer and winter) consistent with the applicable thresholds in each air district. (DEIR, p. 4.2-37)

2.4.4 Greenhouse Gas Emissions
A. Would the Project generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? (Threshold “a”) Finding: Significant Unavoidable Cumulatively-Considerable Impact

Facts in Support of Finding: The Project shall be conditioned to implement a number of regulatory requirements and design features (specifically GHG RR -1, GHG RR-2, GHG DF-1, GHG DF-2 and GHG DF-3) as part of the City’s Conditions of Approval for the Project. The estimated Project-related unmitigated greenhouse gas (GHG) emissions are summarized on DEIR Table 4.7-4, Project GHG Emissions Summary (Without Mitigation). Detailed operation model outputs for the Project are presented in Appendices 3.1 through 3.4 of the Project’s GHG Analys is (Technical Appendix H). Operational emissions generated by the proposed Project at full buildout (i.e., 2032) are used to indicate the total amount of GHG emissions for on -going operational emissions. Emissions will be generated when Phase I and Phases II - IV of the Project become operational. Phase I GHG emissions will commence in 2025 when Phase I becomes operational and are calculated to be 40,288.20 Metric Tons of Carbon Dioxide Equivalent (MTCO2e/yr). Phases II -IV GHG emissions will commence in 203 2 when Phases II - IV become operational and are calculated to be 109,009.41 MTCO2e/yr. Project buildout emissions are calculated to be 149,297.79 MTCO2e/yr beginning in 2032 when the entire Project is completed and becomes operational. (DEIR, p. 4.7-34)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

23 As shown in DEIR Table 4.7 -4, construction and operation of the Project would generate a total of approximately 149,297.79 MTCO2e/yr, which would far exceed the significance threshold of 3,000 MTCO2e/yr; therefore, Project-related GHG emissions are considered significant. The majority of the GHG emissions (89%) are associated with non-construction related mobile sources. Emissions of motor vehicles are controlled by State and Federal standards, and the Project Applicant and City of Palmdale have no control over these emissions. Accordingly, impacts would be potentially significant. (DEIR, p. 4.7-35)

After implementation of feasible mitigation, (GHG) emissions resulting from Phase I of the Project are calculated to be 39,953.73 MTCO2e/yr and GHG emissions from Phases II - IV of the Project are calculated to be 108,240.42 MTCO2e/yr. Project Buildout emissions are estimated to be 148,194.15 MTCO2e/yr beginning in 2032 when the entire Project is completed and becomes operational. Th us, the proposed Project’s GHG emissions would exceed the SCAQMD screening threshold of 3,000 MTCO2e per year. Because the majority (89 percent) of the Project GHG emissions would be generated by Project -related vehicular sources that are outside of the Ci ty’s regulatory authority to control and enforce, the Project cannot feasibly achieve the SCAQMD 3,000 MTCO2e per year threshold. Because responsibility and authority for regulation of vehicular -source emissions resides with the State of California (CARB, et al.), neither the Applicant nor the Lead Agency can affect or mandate substantial reductions in vehicular-source GHG emissions, much less reductions that would achieve the SCAQMD’s 3,000 MTCO2e per year threshold. In effect, all Project traffic would need to be eliminated or be “zero GHG emissions sources” to achieve the SCAQMD’s numeric threshold. There are no feasible means to or alternatives to eliminate all Project traffic, or to ensure that Project traffic would be zero GHG emissions sources. In ter ms of its practical application, this would constitute a “no build” condition. On this basis, even with implementation of applicable Project Design Features and Mitigation Measures AIR MM-1 through AIR MM-5, the Project would generate direct or indirect GHG emissions that would result in a significant impact on the environment. This is a significant and unavoidable impact. (DEIR, p. 4.7-40)

2.4.5 Transportation
A. Would the Project conflict or be inconsistent with CEQA Guidelines Section 15064.3, subdivision (b)? (Threshold “b”)
Finding: Significant Unavoidable Cumulatively-Considerable Impact

Facts in Support of Finding: The County Guidelines assume local serving retail use to have a less than significant impact on vehicle miles traveled (VMT), provided the retail development does not include stores larger than 50,000 square feet. The Project’s retail (commercial) component is conceptual at this time and is analyzed to include up to 60,984 total square feet of local serving retail uses such as fast-food users with and without drive-through window service, a coffee shop, and other local serving retail uses. Given the overall total square footage, it is reasonable to expect that a single store would not occupy a space greater than 50,000 s.f. The commercial component of the Project is therefore presumed to meet the Retail Project Site screening cri teria, thus a full VMT analysis is not required for the Commercial (retail) component of the proposed Project . (DEIR, pp. 4.13-20 through

4.13-21)
Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

24 The County Guidelines provide details on appropriate screening criteria that can be used to determine if a proposed land use project would result in a less than significant VMT impact. The industrial land use component of the proposed Project does not meet any of the screening criteria; therefore, a full VMT analysis was conducted. Based on the results of the Home-Based Work (HBW) VMT analysis, Urban Crossroads determined that the retail component of the proposed Project meets the Retail Project Site screening criteria. However, the remaining industrial component of the proposed Project does not meet any applicable screening criteria, and as discussed below, a VMT analysis was performed for the industrial component of the proposed Project. (DEIR, p. 4.13-21)

As shown in DEIR Table 4.13-6, in comparison to the VMT threshold of 16.8 percent below Baseline VMT of Los Angeles County, the Project is 32 percent above the County’s thresholds, resulting in a significant VMT impact. As shown in DEIR Table 4.13-7, in comparison to the VMT threshold of 16.8 percent below Baseline VMT of Los Angeles County, the Project Buildout is also 32 percent above the anticipated thresholds, resulting in a significant VMT impact (DEIR, pp. 4.13-21 through 4.13-22)

Based on the VMT analysis for the industrial component of the proposed Project, Project generated VMT per employee was determined to exceed the County’s VMT per employee threshold by 32 percent for both Phase I and for Project Buildout. Therefore, the Proj ect’s VMT would be considered a direct and cumulatively considerable impact. (DEIR, p. 4.13-22)

Because the future building tenants are not known for the Project, the effectiveness of any potential commute trip reduction measure may be limited. In addition to specific tenancy considerations, locational context is also a major factor relevant to the p otential application and effectiveness of Transportation Demand Management (TDM) measures. A project may only realize a quantifiable reduction in commute VMT under the most favorable circumstances and ideal local conditions when implementing trip reduction measures. In practical terms, ideal conditions are rarely realized due to variables such as locational context limitations (i.e., non-urban areas). Additionally, to achieve ideal conditions a project must achieve 100 percent employee participation, and ma ximum employee eligibility, which are not generally expected. This is even more difficult to presume since future building tenants are not known at this time. Although the Project would be subject to compliance with Mitigation Measure TRN MM -1, which woul d reduce the Project’s VMT, the effectiveness of commute trip reduction measures such as those listed in Mitigation Measure TRN MM -1 cannot be guaranteed to reduce Project VMT to a level of less than significant. No additional feasible mitigation measures are available to measurable reduce the Project’s VMT. Therefore, the Project’s VMT impacts are considered significant and unavoidable. (DEIR, pp. 4.13-26 through 4.13-27)

2.5 Significant Irreversible Environmental Changes Which Would Be Caused by the Proposed Project Should It Be Implemented
The CEQA Guidelines require EIRs to address any significant irreversible environmental changes that would be involved in the proposed action should it be implemented (CEQA Guidelines Section 15126.2(c)). An environmental change would fall into this category if: a) the project would involve a large commitment of non-renewable resources; b) the primary and secondary impacts of the Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

25 project would generally commit future generations to similar uses; c) the project would involve uses in which irreversible damage could result from any potential environmental accidents; or d) the proposed consumption of resources is not justified (e.g., t he project results in the wasteful use of energy). (DEIR, p. 5-2)

Determining whether the proposed Project may result in significant irreversible environmental changes requires a determination of whether key non -renewable resources would be degraded or destroyed in such a way that there would be little possibility of restoring them. Natural resources in the form of construction materials and energy resources would be used in the construction of the proposed Project, but development of the Project site as proposed would have no measurable adverse effect on the availability of such resources, including resources that may be non-renewable (e.g., fossil fuels). (DEIR, p. 5-2)

Construction and operation of the proposed Project would not involve the use of large sums or sources of non -renewable energy. Additionally, the Project is required by law to comply with the California Green Building Standards Code (CALGreen), compliance w ith which requires a reduction in building operation energy volume that is produced by fossil fuels. The Project would be subject to regulations to reduce the Project’s reliance on non-renewable energy sources. The Project also would be subject to the Energy Independence and Security Act of 2007, which contains provisions designed to increase energy efficiency and availability of renewable energy. In addition, the Project is subject to California Energy Code, or Title 24, which contains measures to reduce n atural gas and electrical demand, thus requiring less non -renewable energy resources. The Project would avoid the wasteful, inefficient, or unnecessary consumption of energy during Project construction or operation. With mandatory compliance to the energy efficiency regulations and any applicable mitigation measures, the Project would not involve the use of large sums or sources of non -renewable energy. A more detailed discussion of Project energy consumption is provided in EIR Section 4.5, Energy. (DEIR, pp. 5-2 through 5-3)

EIR Section 4.8, Hazards and Hazardous Materials, provides an analysis of the potential for the Project to transport or handle hazardous materials which if released into the environment, could result in irreversible damage. As concluded in EIR Section 4.8, compliance with federal, State, and local regulation related to hazardous materials would be required during the construction phase of the Project and for all future occupants of the Project’s buildings. As such, construction and long -term operation of the proposed Project would not have the potential to cause significant irreversible damage to the environment, including damage that may result from upset or accident conditions. (DEIR, p. 5- 3)

2.6 Growth-Inducing Impacts of the Proposed Project
CEQA requires a discussion of the ways in which the proposed Project would be growth inducing. The CEQA Guidelines identify a project as growth inducing if it would foster economic or population growth or the construction of additional housing, either dire ctly or indirectly, in the surrounding environment (CEQA Guidelines Section 15126.2(d)). New employees and new residential development represents direct forms of growth. These direct forms of growth have a secondary effect Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

26 of expanding the size of local markets and inducing additional economic activity in the area. (DEIR, p. 5-3)
A project could indirectly induce growth by reducing or removing barriers to growth, or by creating a condition that attracts additional population or new economic activity. However, a project’s potential to induce growth does not automatically result in g rowth. Growth can only happen through capital investment in new economic opportunities by the private or public sectors. Under CEQA, growth inducement is not considered necessarily detrimental, beneficial, or of little significance to the environment; the issue is presented to provide additional information on ways in which the Project could contribute to significant changes in the environment, beyond the direct consequences of implementing the Project examined throughout Section 4.0, Environmental Analysis of the DEIR . (DEIR, p. 5-4)

The Project would require the construction and extension of roadways and utility infrastructure to serve the development. DEIR Figure 3-3, Conceptual Vehicular Circulation and Access Plan. DEIR Figure 3-4, Roadway Cross-Sections – Sheet 1, and DEIR Figure 3-5, Roadway Cross Sections – Sheet 2, depict the proposed roadway classifications. As shown and as described in DEIR Section 3.0, Project Description, the Project would improve Columbia Way / East Avenue M along the Project frontage as well as construct f our public streets (Public Streets A, B, C, and D) internal to the Project site. In addition to improving the travel lanes on Columbia Way /East Avenue M, the Project would also provide a 14-foot-wide curb-adjacent parkway and within the 14-foot-wide parkway - a 10-foot-wide Class 1 trail would be provided for pedestrian and bike access. Because Columbia Way / East Avenue M is an existing roadway and Public Streets A, B, C, and D, are internal to the Project site, the Project would not create any major new roadway infrastructure that could result in substantial, unplanned growth. (DEIR, p. 5-4)

Utility infrastructure would be installed as roadways are constructed even if the proposed utility is not needed until a later phase of the Project. As shown in DEIR Figure 3 -7, Potable Water Infrastructure Plan and Figure 3 -8, Sanitary Sewer Infrastructure Plan, the Project’s proposed water and sewer lines would connect to existing lines in Columbia Way /East Avenue M and then lines would be constructed internal to the Project site to serve only the Project’s buildings. The master storm drain system for the Project is shown in DEIR Figure 3-9, Storm Drain Infrastructure Plan, improvements include the construction of storm drain lines and a drainage basin within the Project site to serve the Project site. As shown in DEIR Figure 3-10, Dry Utilities Infrastructure Plan, natural gas, and dry utility lines would be installed to connect to the existing gas and dry utility lines at Columbia Way / East Avenue M. Gas lines would be stubbed and available for service as requested by future building users in conjunction with approval of implementing site plans for each building. (DEIR, p. 5-4)

As discussed in DEIR Section 4.9, Hydrology and Water Quality, based on the information in the adopted 2020 Urban Water Management Plan (UWMP) for the Los Angeles County Waterworks Districts (LACWD) No. 40, the LACWD has documented and is prepared to serve its existing customers, including the proposed Project, potable water demands through 2045. Furthermore, LACWD 40 in collaboration with the Antelope Valley-East Kern (AVEK) Water Agency has secured contingency plans to deliver uninterruptable water supply to the proposed Project. According to the Project’s Water Supply Assessment ( WSA) and documented communications with the LACWD Antelope Valley Commerce Center Specific Plan Project
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27 therein, the LACWD has stated that a three million gallon per day (MGD) water storage tank, including construction of new transmission and distribution pipelines to serve development in the area, including the proposed Project, would be necessary. As disclosed, although the LACWD plans to build a three MGD water tank to further serve development in the area, because the LACWD has stated it can serve the proposed Project through 2045, the Project would not indirectly include substantial unplanned population growth but instead by the payment of development impacts fees, the Project would provide a financial means to assist the LACWD with serving future needs of the area, beyond the year 2045. (DEIR, pp. 5-4 through 5-5)

In summary, as described above, because new utility infrastructure is not proposed to extend beyond the Project site; the Project would not indirectly induce substantial unplanned population growth. (DEIR, p. 5-5)

A project could indirectly induce growth at the local level by increasing the demand for additional goods and services associated with an increase in population or employment and thus reducing or removing the barriers to growth. This typically occurs in su burban or rural environments where population or employment growth results in increased demand for service and commodity markets responding to the new population of residents or employees. Economic growth would likely take place as a result of the operatio n of the proposed Project as a master -planned commerce center.

The Project would generate employment during the construction and operational phases of the Project, which would result in the purchase of goods and services in the region. Any secondary increa se in employment associated with meeting these goods and services needs would be marginal, accommodated by existing goods and service providers, and highly unlikely to result in any new physical impacts to the environment. Therefore, while the Project would create economic opportunities by introducing new job opportunities to the Project site, this change would not induce substantial new growth in the region. It is anticipated that the employment base for both the construction and operational phases of the Project would come from the existing population in the City of Palmdale and surrounding area. (DEIR, p. 5-5)

Under CEQA, growth inducement is not considered necessarily detrimental, beneficial, or of significance to the environment. Typically, growth-inducing potential of a project would be considered significant if it fosters growth or a concentration of population in excess of what is assumed in pertinent master plans, land use plans, or in projections made by regional planning agencies such as the Southern California Association of Governments (SCAG). Significant growth impacts also could occur if a project provides infrastructure or service capacity to accommodate growth beyond the levels currently permitted by local or regional plans and policies. In general, growth induced by a project is considered a significant impact if it directly or indirectly affects th e ability of agencies to provide needed public services, or if it can be demonstrated that the potential growth significantly affects the environment in some other way. (DEIR, p. 5-6)

As disclosed in the City’s General Plan EIR, SCAG’s Regional Comprehensive Plan (RCP) and Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) serve as a framework for addressing problems and creating a path to correct issues on a region al level through 2045.

Population projections are made through the RTP/SCS and are the basis for growth for the RCP.

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

28 Reasonably foreseeable development under the General Plan (Palmdale 2045) is projected to result in approximately 22,000 new homes and 26,391 new jobs, which would move the City closer to a 1 to 1 (1:1) jobs/housing ratio. Based on the City of Palmdale’s estimated average household size of 3.44 persons, this would lead to an increase of approximately 75,756 residents in the City. Adding the 75,756 new residents to the City’s 2022 population of 167,398, future residential growth carried out under the General Plan is predicted to increase the City’s total population to 243,154, which is above SCAG’s 2045 population forecasts of 207,000 as cited in the 2016 -2040 RTP/SCS. The addition of approximately 75,756 residents constitutes a 45 percent population increase between 2022 and 2045.

Therefore, the General Plan would accommodate substantial population growth in the area. (DEIR, p. 5-6)

It is noted herein that the 2016 -2040 RTP/SCS was published before the City’s General Plan update was adopted in October 2022 and therefore does not reflect the population forecasts as cited in the General Plan EIR and herein. (DEIR, p. 5-6)

Economic growth would likely take place as a result of the operation of the proposed Project as a master-planned commerce center. Employees (short-term construction and long-term operational) of the Project would purchase goods and services in the region, but any secondary increase in employment associated with meeting these goods and services demands is expected to be accommodated by existing goods and service providers near the Project site, and would be highly unlikely to result in any unanticipated, adv erse physical impacts to the environment. As previously disclosed in DEIR Section 3.0, Project Description, using an employment generation rate for industrial buildings of 1.18 employees per 1,000 s.f. of building space , the 2,373,226 s.f. of total building space in Phase I is anticipated to generate approximately 2,800 new , recurring jobs (2,373,226 s.f. x 1.18 employees = 2,800,406.68 /1,000 s.f. = 2,800.40 employees). The industrial building space in Phases II - IV is anticipated to generate approximate ly 6,953.05 new, recurring jobs (5,892,419 s.f. x 1.18 employees = 6,953,054.42 /1,000 s.f. = 6,953.05 employees). Using an employment generation rate for commercial uses of 2.22, the commercial space in Phase III is expected to generate 135.38 new, recurring jobs (60,984 s.f. x 2.22 employees = 135,384.48/1,000=135.38). Thus, in total, the Project is expected to generate approximately 9,888.83 (2800.40 + 6953.05 + 135.38) jobs. (DEIR, pp. 5 -6 through 5-7)

While the Project would create economic opportunities by introducing new job opportunities to the Project site, it is anticipated that the employment base for both the construction and operational phases of the Project would come from the existing population in the City of Palmdale and surrounding area. Accordingly, because it is anticipated that most of the future employees of the proposed Project would already be living in Palmdale, introduction of employment opportunities by the proposed Project on the Project site would not induce substantial unplanned growth in the area. (DEIR, p. 5-7)

As discussed in DEIR Section 2.0, Environmental Setting, under existing conditions, the Project site is vacant and undeveloped. An unpaved portion of Challenger Way runs north to south through the eastern portion of the Project site. A graded dirt access road runs around the p erimeter of the Project site and two graded dirt roads run east -west and north-south in the southern portion of the Antelope Valley Commerce Center Specific Plan Project
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29 Project site. An unnamed sandy wash occurs in the extreme northwest corner of the Project site. (DEIR, p. 5-7)

Development of the Project site is not expected to place short -term development pressure on abutting vacant properties because the Project site is located directly south of Columbia Way / East Avenue M; approximately 0.03-mile east of Sierra Highway and ap proximately 0.02-mile east of the active Union Pacific Railroad (UPRR) mainline tracks located adjacent to Sierra Highway; Avenue M- 12 forms the southern boundary of the Project site beyond which is Runway 7 of USAF Plant 42. East of Challenger Way is vacant land, beyond which is 15 th Street East, beyond which is the USAF Plant 42 facility and the inactive Palmdale Regional Airport. In addition, an unnamed sandy wash occurs in the extreme northwest corner of the Project site. Furthermore, the improvements necessitated by the proposed Project to the public infrastructure, including Columbia Way / East Avenue M that forms the northern boundary of the Project site and proposed Public Streets A , B, C, and D, drainage infrastructure, and other utility improvement s, are consistent with the City’s General Plan (Palmdale 2045) and would not indirectly induce substantial and unplanned population growth in the local area. (DEIR, p. 5-7)

General Plan Amendment 22-001 proposes to amend the Employment Flex (EMPFX) General Plan land use designation of the site to Specific Plan (SP) which would allow for the establishment and implementation of the proposed Project. Zone Change No. 22 -001 proposes to modify the existing zoning classification of the site from Office Flex (OFX) to Specific Plan (SP), which would allow for the establishment and implementation of the proposed Project. The Project is limited to the Project site’s boundaries and does not include any components that would indirectly affect existing or planned uses on neighboring properties. The development of the proposed commercial, industrial, and open uses on the Project site would not reasonably or foreseeably cause the redevelopment of other properties or cause unplanned development on other properties because these properties are planne d for future development as part of the City’s General Plan buildout. (DEIR, p. 5-8)

Furthermore, the Project’s potential influence on other nearby properties to develop at greater intensities and/or different uses than the City’s General Plan and Zoning Code allow is speculative; however, it should be noted that implementation of the Proj ect would not result in the approval of proposed uses on any other property outside of the Project site. CEQA does not require the analysis of speculative effects (State CEQA Guidelines Section 151454). If any other property owner were to propose redevelopment of a property in the Project vicinity or in any part of the City, the development project would require evaluation under CEQA based on its own merits, including an analysis of direct and cumulatively considerable effects. (DEIR, p. 5-8)

The operation and maintenance of the Project would generate jobs, but any potential growth - inducing impact of the employment of persons at the Project site was accounted for in the City’s General Plan. Accordingly, the Project would not directly promote growth either at the Project site or at the adjacent and surrounding properties that were not accounted for in the City’s General Plan. Upon the approval of the Project Applicant’s requested discretionary applications (General Plan Amendment, Zone Change, Specific Plan, Tentative Parcel Map, Site Plan Review, and Development Agreement), Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

30 the Project would be consistent with the existing General Plan land use designation and Zoning classification for the Project site. (DEIR, p. 5-8)

Implementation of the proposed Project would create revenue in the form of construction and operational jobs as well as revenues generated by the businesses that would occupy the Project’s buildings and that would be taxable by the City sales tax and through traditional e-commerce taxes or as an e -commerce marketplace facilitator. The local economy would benefit economically through direct spend within the community that would be driven by operations of the new facilities. Additional direct spend would come from construction of the Project’s buildings. As these new monies from construction and ongoing operations ripple through the economy it would create jobs directly on the Project site as well as indirectly in the surrounding community. Moreover, these eco nomic activities would generate additional tax revenues for the City. The economic activity generated by construction and ongoing operations of the tenants would increase the personal earnings of City residents as the monies generated from the activities circulates through the local economy. The new monies introduced into the City as a result of the new construction and new business activity taking place would also increase the economic output of the region. (DEIR, p. 5-8)

Based on the foregoing analysis, the Project would not result in substantial, adverse growth - inducing impacts. (DEIR, p. 5-9)

2.7 Project Alternatives
The DEIR analyzed four alternatives to the Project as proposed and evaluated these alternatives for their ability to avoid or reduce the Project’s significant environmental effects while also meeting the majority of the Project’s objectives.

2.7.1 Alternatives Considered but not Carried Forward for Detailed Analysis A. Alternative Sites
CEQA does not require that an analysis of alternative sites be included in an EIR. However, if the surrounding circumstances make it reasonable to consider an alternative site, then an alternative sites analysis should be considered and analyzed in the EIR . In making the decision to include or exclude an analysis of an alternative site, the “key question and first step in analysis is whether any of the significant effects of the project would be avoided or substantially lessened by putting the project in another location. Only locations that would avoid or substantially lessen any of the significant effects of the project need to be considered for inclusion in the EIR” (CEQA Guidelines Section 15126.6(f)(2)). (DEIR, pp. 6-5 through 6-6)

The City of Palmdale conducted a review of potential alternative site locations and identified no other sites of approximately the same size as the Project site that contain fewer environmental constraints. (DEIR, p. 6-6)

The Project Applicant does not own or otherwise have control of any other properties in the City of Palmdale that are of similar size as the Project site and that are not already entitled for development with industrial, commercial, and open spaces. Furthe rmore, and based on the analysis Antelope Valley Commerce Center Specific Plan Project
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31 presented in DEIR Section 4.0, Environmental Analysis, the proposed Project would result in significant and unavoidable impacts due to a) air emissions that would exceed the applicable daily air pollutant significance thresholds, b) GHG emissions that would exceed the SCAQMD screening thresholds, and c) Project -generated vehicle miles traveled (VMT) above the County’s currently adopted threshold. Moving the Project to another location would not reduce air quality and GHG impacts because any alternative sit e would be developed in the same air basin. Also, as discussed in DEIR Section 4.7, Greenhouse Gas Emissions, GHG is a global issue; therefore developing the same project in a different location would not materially reduce GHG emissions. Given the Project site’s close proximity to regional transportation corridors (i.e., SR-14), development of the Project site at an alternative location could result in an increase in VMT if developed on a property located further from regional transportation facilities. As noted above, only locations that would avoid or substantially lessen a Project’s significant environmental effects need to be considered in an EIR. Accordingly, because development of the Project site at an alternative site location would not reduce or avo id the Project’s significant and unavoidable impacts due to VMT, a more detailed analysis of alternative site locations is not warranted. (DEIR, p. 6-6)

2.7.2 Alternatives Selected for Analysis in the EIR
A. No Development Alternative
The No Development Alternative (NDA) considers no development on the Project site beyond what occurs on the site under existing conditions. Under this Alternative, the approximately 432.9 gross acres would remain vacant and undeveloped for the foreseeable future and would be subject to routine maintenance for weed abatement. This Alternative was selected by the Lead Agency to compare the environmental effects of the proposed Project with an alternative that would leave the Project site in its existing condition. (DEIR, p. 6-4)

Under the NDA, the approximately 432.9 gross acres would remain vacant and undeveloped for the foreseeable future and be subject to routine maintenance for weed abatement. The NDA allows decision-makers to compare the environmental impacts of approving the Project to the environmental impacts that would occur if the property were left in its existing vacant, undeveloped condition for the foreseeable future. As discussed in DEIR Section 2.0 Project Description, under existing conditions, the Project site is vacant and undeveloped. An unpaved portion of Challenger Way runs north to south through the eastern portion of the Project site. A graded dirt access road runs around the perimeter of the Project site and two graded dirt roads run east -west and north-south in the southern portion of the Project site. An unnamed sandy wash occurs in the extreme northwest corner of the Project site. An approximately six-acre area in the southeastern portion of the Project site is highly disturbed and shows visible evidence of recent and previous illegal squatting, including extensive off -road vehicle disturbance and higher than average trash cover. Along the edges of the easternmost perimeter access road, moderate dumping of trash has occurred, and there are a few other trash piles scattered throughout the Project site. It would be expected for these types of unauthorized activities to continue occurring under the NDA. Refer to DEIR Section 2.0, Project Description for a description of the Project’s existing physical condition. (DEIR, p. 6-8)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

32 Implementation of the NDA would result in no physical environmental impacts beyond those that have historically occurred on the property. Almost all environmental effects of the proposed Project would be avoided or lessened by the selection of the NDA, alt hough a few impacts, such as erosion and sedimentation impacts, would be increased under the NDA because no development would occur which would stabilize the site condition and reduce natural erosion and sedimentation effects that occur under the existing condition. Because the NDA would not result in developing the site, the NDA would therefore not promote local economic development, including through the creation of new jobs and the expansion of the local tax base. Also, the NDA would not facilitate publi c roadway frontage improvements to Columbia Way / East Avenue M, including widening, paving, and associated bike lane and sidewalk improvements as would occur under the proposed Project. Because there would be no economic benefits associated with the NDA, the NDA would fail to meet the Project’s main objectives. (DEIR, p. 6-14)

B. No Project (Existing General Plan Designation) Alternative (NPA) The No Project (Existing General Plan Designation) Alternative (NPA), assumes development of the property in accordance with the site’s existing General Plan land use designation. Figure 2-4 in DEIR Section 2.0 depicts the site’s existing General Plan designation and DEIR Figure 2-5 depicts the site’s existing zoning. As discussed in DEIR Section 2.0, under existing conditions, the General Plan designates the Project site for Employment Flex (EMPFX) land uses. The Employment Flex (EMPFX) land use designati on is a transition zone intended to permit mixed development of lighter industrial uses and more intensive service, retail, and commercial uses, with a floor area ratio (FAR) of up to 1.0.

However, for purpose of analysis, the property is assumed to be developed with up to 8,302,536 s.f. of commercial uses at a FAR of 0.44. This Alternative was selected by the Lead Agency to compare the environmental effects of the proposed Project with an alternative that would allow for buildout of the Project site in acc ordance with the site’s existing General Plan land use designations and zoning. (DEIR, p. 6-4)

Implementation of the NPA would result in identical physical environmental impacts as compared to the proposed Project related to biological resources; cultural resources; geology and soils; hazards and hazardous materials; hydrology and water quality; an d tribal cultural resources because the extent and depth of ground disturbance would be similar. Although the building type would be different, the intensity of use on the site would be similar resulting in similar less than significant construction-related and long -term effects associated with aesthetics, public services, utilities and services systems, and wildfire. Because truck traffic would be less under the NPA, but total vehicle trips would likely increase, operational impacts related to air quality, GHG, and noise would be similar under the No Project Alternative and the GHG impact and short -term construction-related vibration impact would remain significant and unavoidable. The Project’s VMT impact would be omitted as the NPA VMT impact would be ba sed on service population and less than significant. The NPA would not meet any of the Project’s objectives. (DEIR, p. 6-19)

C. Reduced Project Alternative – Phase I (RPA – Phase I) The Reduced Project Alternative - Phase I (RPA - Phase I) considers development of Phase I and no development under Phases II – IV. Under this Alternative, as described in EIR Section 3.0, Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

33 Project Description, Parcels 1, 2, 3, 4, 5, 6, would be developed with 2,373,226 s.f. of industrial use (identified with Buildings 1, 2, 3, 4, 5, 6 on the Project Plans) and a detention basin (identified on Lot D on the Project Plans) of TPM No. 83738 alon g with associated roadways, public utilities, and infrastructure improvements on approximately 135.1 acres of land. Phases II – IV comprised on approximately 297.8 acres of land would remain undeveloped as under existing conditions and the approximately 3,336,728 s.f. of industrial and commercial uses planned for Phases II - IV would not be developed. Therefore, this Alternative would develop approximately 69% less land and 58% less building space as compared to the Project that would develop 432.9 acres and 5,709,954 s.f. of building space. (DEIR, p. 6-19 through 6-20)

Under this Alternative, Columbia Way / East Avenue M would only be improved to the east of the water towers that occur on the northern not-a-part parcel (shown as N.A.P. on the Projects Plans).

A Class I trail would likely not be provided due to Parcels 11 and 12 along Columbia Way / East Avenue M not being developed, thereby leaving a gap from other industrial uses slated for development by a different Project Applicant, to the west of the Project site. Also, because planned Public Street A would traverse through a portion of Phase III and Phase I, the street would likely not be developed; resulting in only one access to the Phase I area via planned Public Street B which would only be required to be developed to serve as access to the Phase I buildings and the detention basin. Public Street D would be developed as shown on the Project Plans as an interior street that would serve the six buildings. (DEIR, p. 6-20)

All impacts under the RPA – Phase I would be similar to the proposed Project. Although this Alternative would develop approximately 68 percent less land and 58 percent less building space as compared to the Project, this Alternative does not reduce any of the Project’s less than significant impacts to a level of no impact nor does it reduce any of the Project’s significant and unavoidable impacts to a level of less than significant. (DEIR, p. 6-27)

The RPA - Phase I would: 1) meet five of the nine Project’s objectives, 2) meet two of the nine objectives but to a lesser extent; 3) fail to meet two of the Project objectives. (DEIR, p. 6-27)

Similar to the proposed Project, this Alternative would meet the following objectives: 1) diversify the mix of developed land uses in the City of Palmdale to support the growing goods movement supply chain, 2) develop supply chain uses in close proximity t o designated truck routes and the State highway system to avoid or shorten vehicular trip lengths on other roadways, 3) develop Class A light industrial buildings in the City of Palmdale that are designed to meet contemporary industry standards and be economically competitive with similar industrial buildings in the local area and region, 4) develop supply chain buildings that have architectural design and operational characteristics that are compatible with other existing and planned developments in the local area, and 5) develop a property that has access to available infrastructure, including roads and utilities. (DEIR, p. 6-27)

34 movement supply chain, and 2) attract new employment-generating businesses in the City of Palmdale, thereby growing the economy and providing a more equal jobs -housing balance in the local area that will reduce the need for members of the local workforce to commute outside the area for employment. (DEIR, p. 6-28)
This Alternative would not meet the following Project objectives: 1) develop a master-planned commerce center that attracts industrial and commercial users to the City of Palmdale and 2) develop a master-planned commerce center that includes commercial uses that allows for commercial retail, restaurants, and small -scale retail commercial goods and services that would benefit resi dents, employees, and visitors in and around the Specific Plan Area and surrounding neighborhoods. (DEIR, p. 6-28)

D. Reduced Project Alternative – Phases I & II (RPA – Phases I & II) The Reduced Project Alternative - Phases I & II (RPA – Phases I & II) considers the development of Phase I and Phase II and no development under Phases III and IV. Under this Alternative, as described in EIR Section 3.0, Project Description, Parcels 1, 2, 3, 4, 5, 6, 7, 8, and 9 would be developed with 4,553,378 s.f. of industrial use (identified with Buildings 1, 2, 3, 4, 5, 6, 7, 8, 9 on the Project Plans) and a detention basin (identified on Lot D on the Project Plans) of TPM No. 83738 along with associ ated roadways, public utilities, and infrastructure improvements on approximately 238.7 acres of land. Phases III and IV comprised on approximately 194.2 acres of land would remain undeveloped as under existing conditions and the approximately 1,156,576 s. f. of industrial and commercial uses along with Public Street C, Lot A, Lot B and Lot C planned for Phases III and IV would not be developed. Therefore, this Alternative would develop approximately 45 percent less land and 20 percent less building space as compared to the Project that would develop 432.9 acres and 5,709,954 s.f. of building space. (DEIR, p. 6-28)

Under this Alternative, Columbia Way / East Avenue M would only be improved to the east of the water towers that occur on the northern not-a-part parcel (shown as N.A.P. on the Projects Plans).

A Class I trail would likely not be provided due to Parcels 11 and 12 along Columbia Way / East Avenue M not being developed, thereby leaving a gap from other industrial uses slated for development by a different Project Applicant, to the west of the Project site. Also, because planned Public Street A would traverse through a portion of Phase III and Phase I, the street would likely not be developed; resulting in only one access to the Phase I and II areas via planned Public Street B. Public Street D would be developed as shown on the Project Plans as an interior street that would serve the 9 buildings. (DEIR, p. 6-28)

All impacts under the RPA – Phases I & II would be similar to the proposed Project. Although this Alternative would develop approximately 45 percent less land and 20 percent less building space as compared to the Project, this Alternative does not reduce a ny of the Project’s less than significant impacts to a level of no impact, nor does it reduce any of the Project’s significant and unavoidable impacts to a level of less than significant. (DEIR, p. 6-40)

The RPA - Phases I & II would: 1) meet five of the nine Project’s objectives, 2) meet two of the nine objectives but to a lesser extent; and 3) fail to meet two of the Project objectives. (DEIR, p. 6- 40)
Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

35 Similar to the proposed Project, this Alternative would meet the following objectives: 1) diversify the mix of developed land uses in the City of Palmdale to support the growing goods movement supply chain, 2) develop supply chain uses in close proximity t o designated truck routes and the State highway system to avoid or shorten vehicular trip lengths on other roadways, 3) develop Class A light industrial buildings in the City of Palmdale that are designed to meet contemporary industry standards and be economically competitive with similar industrial buildings in the local area and region, 4) develop supply chain buildings that have architectural design and operational characteristics that are compatible with other existing and planned developments in the local area, and 5) develop a property that has access to available infrastructure, including roads and utilities. (DEIR, p. 6-40)

This Alternative would meet the following objectives but to a lesser extent mainly related to economic growth: 1) expand economic development, facilitate job creation, and increase the tax base for the City of Palmdale by accommodating and diversifying fac ilities needed to support the goods movement supply chain, and 2) attract new employment-generating businesses in the City of Palmdale, thereby growing the economy and providing a more equal jobs -housing balance in the local area that will reduce the need for members of the local workforce to commute outside the area for employment. (DEIR, pp. 6-40 through 6-41)

This Alternative would not meet the following Project objectives: 1) develop a master-planned commerce center that attracts industrial and commercial users to the City of Palmdale and 2) develop a master-planned commerce center that includes commercial uses that allows for commercial retail, restaurants, and small -scale retail commercial goods and services that would benefit residents, employees, and visitors in and around the Specific Plan Area and surrounding neighborhoods. (DEIR, p. 6-41)

2.7.3 Environmentally Superior Alternative
Section 15126.6(e)(2) of the CEQA Guidelines indicates that an analysis of alternatives shall identify an environmentally superior alternative among the alternatives evaluated in the EIR. In general, the environmentally superior alternative as defined by C EQA should minimize adverse impacts to the Project site and its surrounding environment. (DEIR, p. 6-41)

As shown in DEIR Table 6 -6, Alternatives to the Project – Comparison of Environmental Impacts, both the No Development Alternative and No Project Alternative would avoid or reduce all or some of the Project’s significant environmental impacts and, therefor e, can be considered environmentally superior to the Project. Both the No Development Alternative and No Project Alternative are considered to be a “no project” alternative as defined by CEQA Guidelines Section 15126.6(e)(3). If a “no project” alternative is identified as the environmentally superior alternative then the EIR shall also identify an environmentally superior alternative among the other alternatives (see CEQA Guidelines Section 15126.6(e)(2). The Reduced Project Alternative, in the scenario of only Buildings 1 through 6 being implemented, is the Environmentally Superior Alternative, although it does not meet the Project objectives to the extent as the Project. (DEIR, p. 6-41)

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

36 3.0 Statement of Overriding Considerations
The City Council hereby declares that it has balanced the benefits of the Project against any unavoidable environmental impacts in determining whether to approve the Project. Pursuant to the CEQA Guidelines Section 15093, if the benefits of the Project outweigh its unavoidable adverse environmental impacts, those impacts may be considered “acceptable.”

Having reduced the adverse significant environmental effects of the Project to the extent feasible by adopting the Mitigation Measures contained in the EIR, the Mitigation Monitoring and Reporting Program (MMRP), and herein, having considered the entire administrative record on the Project, and having weighed the benefits of the Project against its unavoid able adverse impacts after implementation of all feasible mitigation, the City Council has determined that each of the following social, economic and environmental benefits of the Project separately and individually outweigh the potential unavoidable adverse impacts to greenhouse gas emissions and transportation and render those potential adverse environmental impacts acceptable based upon the following overriding considerations:

A. The Project provides for the development of a master -planned commerce center that will expand economic development and increase the tax base for the City of Palmdale by transitioning vacant land into a productive land use that supports the growing goods movement supply chain.

B. The Project develops supply chain uses in close proximity to existing designated truck routes and the State highway system to avoid or shorten vehicular trip lengths on other roadways.

C. The Project attracts new employment -generating business to the City of Palmdale thereby growing the economy and providing a more equal jobs -housing balance in the local area , reducing the need for members of the local workforce to commute outside the area for employment.

D. The Project provides Class A light industrial buildings in the City of Palmdale that are designed to meet contemporary industry standards and be economically competitive with similar industrial buildings in the local area and region.

E. The Project develops supply chain buildings that are architecturally and operationally compatible with other existing and planned developments in the local area.

F. The Project provides for a master planned commerce center that includes commercial uses that allows for commercial retail, restaurants, and small-scale retail commercial goods and services that would benefit residents, employees, and visitors in and around the Specific Plan Area and surrounding neighborhoods.

G. Through Project design features, mandatory compliance with the CALGreen, and the implementation of the mitigation measures contained in the Final EIR, the Project will implement energy conservation measures and include contemporary energy efficient/energy conserving designs and operational programs.

Antelope Valley Commerce Center Specific Plan Project
Findings of Fact and Statement of Overriding Considerations SCH No. 2022090009

37 The City Council hereby declares that the foregoing benefits provided to the public through the approval and implementation of the Project outweigh the identified significant adverse environmental impacts of the Project that cannot be mitigated to a less than significant level. The City Council finds the Project’s benefits separately and individually outweigh all of the unavoidable adverse environmental effects identified in the EIR and therefore finds those impacts to be acceptable.

4.0 Additional Facts on Record

4.1 Adoption of a Monitoring Plan for Mitigation Measures Pursuant to Section 21081.6 of the Public Resources Code, the City of Palmdale hereby adopts the Mitigation Monitoring and Reporting Program (MMRP). The City finds that the MMRP is designed to ensure compliance with the changes (i .e., mitigation measures) imposed on the Project to mitigate or avoid effects on the environment during Project implementation. The MMRP is on file with the City of Palmdale - Department of Economic and Community Development, 38250 Sierra Highway, Palmdale, California 93550.

4.2 Custodian of Record
The documents and materials that constitute the record of proceedings on which these findings have been based are located at the City of Palmdale - Department of Economic and Community Development, 38250 Sierra Highway, Palmdale, California 93550. The custodian for these records is Megan Taggart, Deputy Director of Economic and Community Development . This information is provided in compliance with Public Resources Code Section 21081.6.

2046/035592-0016
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Palmdale
38300 Sierra Highway
Palmdale, CA 93550
Attention: City Clerk

APNs: (Space Above For Recorder’s Use)
Exempt from Recording Fees pursuant to Government Code Section 27383

DEVELOPMENT AGREEMENT
(Antelope Valley Commerce Center)
between

CITY OF PALMDALE,
a California charter city and municipal corporation
and COVINGTON INVESTMENTS, LLC
a Nevada limited liability company
Reference dated as of __________, 2025

TABLE OF CONTENTS
Page
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RECITALS ................................................................................................................................... 1

1. DEFINITIONS AND EXHIBITS ..................................................................................... 2

1.1 Definitions............................................................................................................. 2

1.2 Exhibits ................................................................................................................. 5

2. GENERAL PROVISIONS ............................................................................................... 6

2.1 Binding Effect of Agreement ................................................................................ 6

2.2 Term ...................................................................................................................... 6

2.3 Extension of Term................................................................................................. 6

2.4 Assignment and Transfer ...................................................................................... 6

2.5 Voluntary Amendment or Cancellation of Agreement ......................................... 8

2.6 Termination ........................................................................................................... 8

2.7 Representations and Warranties ............................................................................ 8

2.8 Notices .................................................................................................................. 9

3. DEVELOPMENT OF THE PROPERTY ....................................................................... 10

3.1 Vested Right to Develop ..................................................................................... 10

3.2 Effect of Agreement on Land Use Regulations; Development Exactions; Development Plan; Submittal of Subsequent Development Approvals ............................................................................................................ 10

3.3 Timing of Development; Public Improvements Phasing .................................... 11

3.4 Changes and Amendments to Existing or Subsequent Development Approvals ............................................................................................................ 11

3.5 Reservations of Authority ................................................................................... 11

3.6 Subsequent Development Approvals .................................................................. 12

3.7 Modification or Suspension by State or Federal Law ......................................... 13

3.8 Future Use of EIR ............................................................................................... 13

3.9 Third Party Permits and Approvals and Utilities ................................................ 13

4. PUBLIC BENEFITS ....................................................................................................... 13

4.1 Development Impact Fees................................................................................... 13

4.2 Credit for Construction ....................................................................................... 14

5. PUBLIC FINANCING ................................................................................................... 14

5.1 Financing............................................................................................................. 14

6. REVIEW FOR COMPLIANCE ..................................................................................... 14

6.1 Periodic Review .................................................................................................. 14

6.2 Procedure ............................................................................................................ 15

6.3 No Waiver ........................................................................................................... 15

6.4 Proceedings for Modification or Termination .................................................... 15

6.5 Hearing on Modification or Termination ............................................................ 16

6.6 Certificate of Agreement Compliance ................................................................ 16 Page
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6.7 No Cross-Defaults ............................................................................................... 16

7. INTENTIONALLY OMITTED ..................................................................................... 16

8. DEFAULT AND REMEDIES ........................................................................................ 16

8.1 Remedies in General ........................................................................................... 16

8.2 Specific Performance .......................................................................................... 17

8.3 Release ................................................................................................................ 17

8.4 City’s Termination of Agreement or Exercise of Other Remedies Upon Developer’s Default ............................................................................................ 17

8.5 Developer’s Termination of Agreement or Exercise of Other Remedies Upon City’s Default ............................................................................................ 18

8.6 Informal Resolution ............................................................................................ 18

9. THIRD PARTY LITIGATION ...................................................................................... 18

9.1 Defense of Third Party Litigation ....................................................................... 18

9.2 Extension of Term............................................................................................... 18

10. MORTGAGEES ............................................................................................................. 19

10.1 Mortgagee Protection .......................................................................................... 19

11. INSURANCE; INDEMNIFICATION............................................................................ 19

11.1 Insurance ............................................................................................................. 19

11.2 Indemnification ................................................................................................... 21

12. MISCELLANEOUS PROVISIONS ............................................................................... 22

12.1 Recordation of Agreement .................................................................................. 22

12.2 Entire Agreement ................................................................................................ 22

12.3 Estoppel Certificates ........................................................................................... 22

12.4 Severability ......................................................................................................... 22

12.5 Interpretation and Governing Law ...................................................................... 23

12.6 Section Headings ................................................................................................ 23

12.7 Singular and Plural .............................................................................................. 23

12.8 Including ............................................................................................................. 23

12.9 Time of Essence .................................................................................................. 23

12.10 Calendar Periods ................................................................................................. 23

12.11 Waiver ................................................................................................................. 23

12.12 No Third Party Beneficiaries .............................................................................. 23

12.13 Permitted Delays ................................................................................................. 23

12.14 Successors in Interest .......................................................................................... 23

12.15 Counterparts ........................................................................................................ 24

12.16 Jurisdiction and Venue ........................................................................................ 24

12.17 Project as a Private Undertaking ......................................................................... 24

12.18 Further Actions and Instruments ......................................................................... 24

12.19 Eminent Domain ................................................................................................. 24

12.20 Attorneys’ Fees ................................................................................................... 24 Page
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12.21 Authority to Execute ........................................................................................... 24

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DEVELOPMENT AGREEMENT
(Antelope Valley Commerce Center Phase I)
This Development Agreement ( Antelope Valley Commerce Center Phase IPh) (“Agreement”) is entered into between the CITY OF PALMDALE, a California charter city and municipal corporation ( “City”); and COVINGTON INVESTMENTS, LLC, a Nevada limited liability company (“Developer”). This Agreement is dated as of _____________, 202 5 for reference only. This Agreement will not become effective until the “Effective Date” (defined below). City and Developer are entering into this Agreement in reliance on the facts set forth in the Recitals, below.

RECITALS
A. City is authorized under Government Code Section 65864, et seq. (“Development Agreement Law”) to enter into binding development agreements with persons having legal or equitable interests in real property for the development of that property.

B. City owns approximately four hundred thirty-three (433) acres of unimproved real property (“City Property”) located at the northeast corner of Sierra Highway and Avenue M-12 in the City including approximately one hundred twelve (112) acres with assessors parcel number 3126-022-929 (“Property”) located at the southeast corner of Sierra Highway and East Avenue M as described on the legal description attached hereto as Exhibit A and depicted on the site plan attached hereto as Exhibit B (“Site Plan”).

C. City and Developer have entered into Purchase and Sale Agreement No. A -7575 dated effective as of October 21, 2021 (the " Original Agreement ”), as amended by that certain Administrative Amendment to Purchase and Sale Agreement dated October 18, 2023 (the " First Amendment"), that certain Administrative Amendment to Purchase and Sale Agreement dated November 21, 2023 (the " Second Amendment"), and that certain Administrative Amendment to Purchase and Sale Agreement dated ____________, 2024 (the “ Third Amendment ; referred to herein with the Original Agreement , First Amendment, and Second Amendment, collectively, as the " PSA"), whereby City agreed to sell the Property to Developer and Developer agreed to purchase the Property for the purpose of developing the Property with a multi-building industrial development. The PSA is attached hereto as Exhibit C.

D. Pursuant to the PSA, Developer applied to City for approval and enactment of the “Antelope Valley Commerce Center Specific Plan ” (“Specific Plan”) for the development of the City Property including the Property, which is identified as Phase I in the Specific Plan. The Specific Plan was adopted on _______.

E. Developer applied to City for approval and enactment of this Agreement as the primary governing instrument for the development and use of the Property. The City Planning Commission (“Planning Commission ”) and the City Council ( “City Council ”) have conducted public hearings and have found that this Agreement is consistent with City ’s General Plan (“General Plan”), including the General Plan Land Use Element. 2046/035592-0016
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F. On December 12, 2024, the Planning Commission adopted Resolution No. PC- 2024-027 recommending approval of this Agreement to the City Council. On January 15, 2025, the City Council adopted Ordinance No. 1648 (“Enacting Ordinance”) and Resolution No.

CC 2025-002, which approved this Agreement and has complied with all requirements of the Surplus Land Act.

By adopting the Enacting Ordinance, the City Council elected to exercise its governmental powers with regard to the Development of the Property at the present time rather than later. This Agreement binds City and future City Councils and limits the City Council’s future exercise of its police powers. This Agreement has been found by the City Council to be fair, just and reasonable and in the best interests of City’s citizens and the health, safety and welfare of the public.

H. City has complied with all California Environmental Quality Act (California Public Resources Code Section 21000, et seq.) (“CEQA”) requirements with respect to the approval of this Agreement and of the Project, through the City Council’s approval and certification of the “Antelope Valley Commerce Center Environmental Impact Report (SCH 2022090009)” (“EIR”).

I. Developer proposes to subdivide and develop the Property with six (6) industrial/warehouse buildings totaling approximately 4,887,470 square feet and has obtained City’s approval of the following Development Approvals: Tentative Parcel Map (TPM No. 83738); Site Plan Review (SPR No. 22-008); and Specific Plan (SPL No. 22-001).

J. All of City’s prior actions and approvals with regard to this Agreement complied with all applicable legal requirements related to notice, public hearings, findings, votes, and other procedural matters.

K. The development of the Property in accordance with this Agreement will provide substantial benefits to City. This Agreement eliminates uncertainty in planning and provides for the orderly development of the Property, ensures the progressive installation of necessary public improvements to serve the Project, and serves the purposes of the Development Agreement Law.

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following initially capitalized terms used in this Agreement have the following meanings:
“Agreement” means this Development Agreement and all attachments and exhibits thereto. “Annual Monitoring Report” has the meaning ascribed to the term in Section 6.1. “CEQA” has the meaning ascribed to the term in Recital H. “Certificate of Occupancy ” means a document issued by City ’s Building Division, certifying a building’s compliance with applicable building codes and other laws, and indicating it to be in a condition suitable for occupancy.

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“City” means the City of Palmdale, a California charter city and municipal corporation, its successors and assigns, and its related or subordinate boards, commissions, and entities. “City Attorney” mean the City Attorney of the City of Palmdale. “City Council” means the City Council of the City of Palmdale. “City Manager” means the City Manager of the City of Palmdale. “City Property” means the real property depicted on Exhibit B including the Property. “Developer” means Covington Investments, LLC, a Nevada limited liability company, its successors and assigns.
“Development” means the subdivision and improvement of the Property for the purposes of constructing or reconstructing the public and private structures, improvements and facilities comprising the Project, including, but not limited to: grading; the construction or rec onstruction of infrastructure and public and private facilities related to the Project, whether located within or outside the Property; the construction or reconstruction of buildings and structures; and, the installation of landscaping. “Development” does not include the maintenance of any building, structure, improvement or facility after its construction and completion. “Development Agreement Law” has the meaning ascribed to the term in Recital A. “Development Approvals” mean all site -specific (meaning specifically applicable to the Property only and not generally applicable to some or all other properties within the City) plans, maps, approvals, permits and other entitlements applicable to the Development of the Property , including, but not limited to: specific plans and specific plan amendments; tentative and final subdivision and parcel maps; conditional use permits, public use permits and site plans; zoning; variances; and, grading and building permits. The term Development Approvals does not include (i) rules, regulations, policies, and other enactments of general application within the City authorized to be applicable to the Property pursuant to this Agreement, or (ii) any matter where City has reserved authority under this Agreement.
“Development Exactions ” mean any monetary or non -monetary exaction or mitigation measure, including a Development Impact Fee, imposed by City in connection with a Development Approval or in connection with the granting of any other right, privilege or approval pertaining to the Project, including requirements for land dedication or for public construction either within or outside the Property.
“Development Impact Fee” means a monetary payment authorized by Government Code Section 66001, et seq., whether imposed legislatively on a broad class of development projects or on an ad hoc basis to a specific development project.
“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.
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“Effective Date” means the date which is thirty (30) days following the second reading and adoption of the Enacting Ordinance.
“EIR” has the meaning ascribed to the term in Recital H. “Enacting Ordinance” has the meaning ascribed to the term in Recital F. “Existing Development Approvals” mean all Development Approvals approved or issued by City prior to or the same day as the Effective Date, including the Development Approvals described in Recital I. “Existing Development Approvals” do not include the EIR. “Existing Land Use Regulations ” mean all Land Use Regulations in effect as of the Effective Date.
“General Plan” has the meaning ascribed to the term in Recital E. “Land Use Regulations ” mean all ordinances, resolutions, codes, rules, regulations and official written policies of the City and/or any subsidiary district of the City and/or any joint powers authority or council of governments of which the City is a member which affect, govern, or apply to land development and use of the Property, including those governing: the permitted use of land; the density or intensity of use; subdivision requirements; the maximum height and size of proposed buildings; development impact fees; design, improvement and construction standards applicable to the Development of the Property; and the reservation or dedication of land for public purposes, all as may be modified or supplemented pursuant to this Agreement. “Land Use Regulations” do not include any ordinance, resolution, code, rule, regulation or official policy governing: the conduct of businesses, professions, and occupations; taxes and assessments; the granting of encroachment permits and the conveyance of rights and interests that provide for the use of or the entry upon public property; or the exercise of the power of eminent domain. “Lot” means any legally subdivided lot of the Property which is intended for commercial or industrial uses.
“Minor Amendment” has the meaning ascribed to the term in Section 3.4.A. “Mitigation Monitoring and Reporting Program” or “MMRP” means the mitigation monitoring and reporting program for assessing and ensuring compliance with required mitigation measures, which was approved by City Resolution No. CC 2025-002, on ___________, 2025 in conjunction with the City Council’s certification of the EIR. “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. “Notice” has the meaning ascribed to the term in Section 2.8.A. “Parties” mean City and Developer, collectively.
“Party” means either City or Developer, individually.

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“Permitted Delay” means delays in a Party’s performance due to: changes in local, state or federal laws or regulations (other than changes expressly permitted by this Development Agreement); strikes or the inability to obtain materials; delays caused by governmental agencies in issuing permits and approvals; a development moratorium (including, but not limited to, a water or sewer moratorium) or the ac tions of other public agencies to prohibit Development of the Property; civil commotion, fire, acts of God, war, lockouts, riots, floods, earthquakes, epidemic, quarantine, freight embargoes, and/or failure of contractors to perform; any third-party court action to set aside or modify the Existing Development Approvals; or, other circumstances beyond a Party’s reasonable control and which substantially interfere with either Party ’s ability to perform its obligations under this Agreement. “Permitted Delays” do not include delays attributable to Developer’s inability to obtain funds or financing or due to changes in market conditions or demands, whether or not foreseeable as of the Effective Date.

The period of a “Permitted Delay” will not commence to run until the date of the Notice by which the Party alleging the Permitted Delay informs the other Party of the existence of the Permitted Delay and the circumstances giving rise to it. The period of the Permitted Delay will end when the circumstances giving rise to the Permitted Delay are eliminated or mitigated. The Party alleging the Permitted Delay will exercise commercially reasonable efforts to eliminate or mitigate the circumstances giving rise to the Permitted Delay. “Person” means and refers to any association, corporation, governmental entity or agency, individual, joint venture, joint -stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind, including City and Developer. “Planning Commission” means the Planning Commission of the City of Palmdale. “Project” means the Development of the Property in accord with the Development Plan, as the Development Plan may be further defined, enhanced or modified in accordance with this Agreement.
“Property” means the real property described on Exhibit A and depicted on Exhibit B. “PSA” has the meaning ascribed to it in Recital C.
“Reservations of Authority” mean the rights reserved to City under Section 3.5. “Site Plan” has the meaning ascribed to the term in Recital B and as depicted in Exhibit B. “Special District” has the meaning ascribed to the term in Section 5.1. “Specific Plan” has the meaning ascribed to the term in Recital D. “Subsequent Development Approvals” mean all Development Approvals approved by City subsequent to the Effective Date.
“Subsequent Land Use Regulations” mean all Land Use Regulations adopted and effective after the Effective Date.

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“Term” has the meaning ascribed to the term in Section 2.2. and includes any extension authorized by Section 2.3.
“Transfer” has the meaning ascribed to the term in Section 2.4. “Transferee” has the meaning ascribed to the term in Section 2.4. “Transferor” has the meaning ascribed to the term in Section 2.4.

Other initially capitalized terms used in this Agreement but not otherwise defined herein, shall have the meaning given to those terms where they first appear in this Agreement.

1.2 Exhibits. The following documents are attached to a part of this Agreement:

Exhibit A Legal Description of Property
Exhibit B Site Plan
Exhibit C Purchase and Sale Agreement
Exhibit D Benefitted Areas

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is made subject to this Agreement and the Development of the Property may be carried out in accordance with this Agreement. The benefits and burdens of this Agreement touch and concern the Property and bind Developer and all future owners of all or any portion of the Property.

2.2 Term. The term (“Term”) of this Agreement will commence on the Effective Date and will expire on the twelfth (12th) anniversary of the Effective Date, unless terminated sooner by operation of some other provision of this Agreement or extended in accord with Section 2.3 or Section 9.2.

2.3 Extension of Term.

Upon Developer’s request made by Notice given no earlier than six (6) months, but no later than two (2) months, prior to expiration of the original Term, the Term of this Agreement will be extended for one (1) additional eight (8) year period beyond the original Term, so long as:
a. Developer is not, as of the giving of the Notice, in material uncured breach of this Agreement and is not in the process of curing said breach, as determined by City following a special review pursuant to Article 6, so long as City undertakes the special r eview on its own initiative and completes the special review no later than six (6) months prior to expiration of the original Term; and,
i. Commencement of Construction has occurred on no less than fifty percent (50%) of the total enclosed square footage authorized by the Development Plan, as it may

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be modified by one (1) or more Subsequent Development Approvals. “Commencement of Construction” means the pouring and certification of building foundations.

Upon extension of the Term in accord with this Section 2.3, City will execute, in recordable form, any instrument which Developer may reasonably require to evidence the extension.

2.4 Assignment and Transfer. Developer may sell, lease, license, hypothecate, transfer, or assign (any or all of the foregoing, individually and collectively, “Transfer”) the Property in whole or in part (provided that no partial Transfer may violate the Subdivision Map Act, Government Code Section 66410, et seq.) to any Person at any time; provided that any Transfer shall be subject to City ’s reasonable review and approval , which approval shall not be unreasonably withheld. City’s approval or disapproval must be by Notice and must be given within thirty (30) days after the Transferor submits Notice to City describing the proposed Transfer and the Transferee. If City fails to provide Notice within the forty -five (45) day period, then City’s approval will be deemed to be irrevocably given and the Transferor and t he Transferee may rely on City’s deemed approval. As used in this Agreement, the term “Transferor” means the Person (including Developer) making the Transfer and the term “Transferee” means the Transfer recipient. No Transfer of any right or interest in this Agreement may be made unless made together with the Transfer of all or a part of the Property. City will execute (in recordable form, if necessary) and deliver those releases, consents, and other instruments as may be requested by a Transferor, a Transferee, or any Mortgagee to evidence the assignments and releases described in this Section 2.4.

2.5 Voluntary Amendment or Cancellation of Agreement . This Agreement may be voluntarily amended or cancelled in whole or in part only with the written consent of City and all Persons holding fee title to that portion of the Property to which the amendment or cancellation will apply. The amendment or cance llation process must comply with Government Code Section 65868. This Section 2.5 does not limit the operation of Government Code Section 65869.5.

2.6 Termination. This Agreement will automatically terminate upon the occurrence of any of the following events:
i. The expiration of the Term.
ii. The entry of a final judgment setting aside, voiding or annulling the City Council’s adoption of the Enacting Ordinance.
iii. The adoption of a referendum measure overriding or repealing the Enacting Ordinance.
iv. The completion of the Project, as evidenced by the issuance of the final Certificate of Occupancy for the last building and the acceptance of all required public dedications.
v. Upon a Party ’s election to terminate this Agreement under Section 8.4 and Section 8.5. If the terminating Party under Section 8.5 does not own the entirety

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of the Property, then the termination will apply only to that portion of the Property owned by the terminating Party.

2.7 Representations and Warranties.
a. City represents and warrants to Developer, as follows:
i. City is a public body, corporate and politic. City is authorized to enter into this Agreement pursuant to Government Code Section 65864, et seq., and the execution and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City.
ii. City’s execution and delivery of this Agreement and City ’s performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. iii. City has not received any notice of, or knows of any basis for, any actual or pending litigation or proceeding by any Person against City with respect to the Property or this Agreement.
b. Developer represents and warrants to City, as follows:
i. Developer is a duly organized limited liability company established within and in good standing under the laws of the State of Nevada and is authorized to do business in the State of California. The execution and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of Developer. ii. Developer is either the owner of fee simple title to the Property or has an equitable interest in the Property.
iii. Developer’s execution and delivery of this Agreement and Developer’s performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound.
iv. Developer is not the subject of bankruptcy or receivership proceedings and is not insolvent.
v. Developer has not received any notice of, or knows of any basis for, any actual or pending litigation or proceeding by any Person against Developer with respect to the Property or this Agreement.

2.8 Notices.
a. As used in this Agreement, the term “Notice” means any request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other required or permitted communication.

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b. All Notices must be in writing and will be considered given:
i. When delivered in person to the recipient named below. ii. On the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope, postage prepaid, as either registered or certified mail, return receipt requested.
iii. On the date of delivery shown in the records of a reputable delivery service (e.g. UPS or Federal Express).
c. All Notices must be addressed as follows:

If to City:

City of Palmdale
38300 Sierra Highway
Palmdale, CA 93550
Attn: Luis Garibay
If to Developer:

Covington Investments, LLC
14180 Dallas Parkway, Suite 730
Dallas, TX 75254
Attn: Kenneth Sheer
with a copy to:

City Attorney’s Office
City of Palmdale
38300 Sierra Highway
Palmdale, CA 93550
Attn: William Curley
with a copy to:

Rutan & Tucker, LLP
18575 Jamboree Road, Suite 900
Irvine, CA 92612
Attn: John Ramirez
with a copy to:

Kane Ballmer & Berkman
515 S. Figueroa Ave., Suite 780
Los Angeles, CA 90071
Attn: Murray Kane

d. Either Party may, by Notice given at any time, require subsequent Notices to be given to another Person or to a different address, or both. Notices given before receipt of Notice of change of address will not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Vested Right to Develop . Subject to the terms of this Agreement, Developer has the legally vested right to develop the Property in accordance with, and to extent of, the Development Plan, the Development Approvals, applicable Subsequent Development Approvals, applicable Subsequent Land Use Regulations, and this Agreement.

3.2 Effect of Agreement on Land Use Regulations; Development Exactions; Development Plan; Submittal of Subsequent Development Approvals.

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a. 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 h eight and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to the Development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approva l, City will exercise its discretion in accordance with the Development Plan and this Agreement, including, but not limited to, the Reservations of Authority.
b. The Development Plan for the Project may require the processing of Subsequent Development Approvals. The City will accept for processing, review and action all applications for Subsequent Development Approvals, and such applications will be processed in the normal manner for processing such matters in accordance with the Existing Land Use Regulations and in accordance with the intent of this Agreement . The Parties acknowledge that City is not obligated in any manner to approve any Subsequent Development A pproval, or to approve any Subsequent Development Approval with or without any particular condition, except that City’s actions concerning Subsequent Development Approvals must be consistent with the Development Plan and Existing Land Use Regulations, subject to the Reservations of Authority.

Unless otherwise requested by Developer, City may not amend or rescind any Subs equent Development Approvals applicable to the Property after those Approvals have been granted by the City unless such projects violate a pplicable conditions of approval . Processing of Subsequent Development Approvals or changes in the Development Approvals or Development Plan made pursuant to Developer’s application will not require an amendment to this Agreement; however, upon their approval by the City, all Subsequent Development Approvals or changes in the Development Approvals or Development Plan will be subject to and covered by this Agreement.

3.3 Timing of Development; Public Improvements Phasing. a. Nothing in this Agreement is a covenant to develop or construct the Project.

The Parties acknowledge that Developer cannot predict if, when, or the rate at which phases of the Project will be developed. The California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the litigants in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over the litigants ’ agreement. The Parties intend to cure that deficiency by providing that Developer has the right to develop the Project , or not develop the project, in the order, at the rate, and at the times that Developer, in its sole and absolute discretion, determines to be appropriate, subject only to any Development Plan timing or phasing requirements. b. Required public improvements may be tied to certain phases of the Project.

The schedule for provision of these improvements, as they relate to a particular phase, will be governed by the conditions of approval, Existing Development Approvals, Subsequent Development Approvals, the EIR, the MMRP, and this Agreement.

3.4 Changes and Amendments to Existing or Subsequent Development Approvals. a. The Parties acknowledge that the passage of time may demonstrate that changes to the Existing or Subsequent Development Approvals , or this Agreement, may be

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necessary or appropriate. If the Parties determine that changes are necessary or appropriate, such changes may be made by mutual consent of the Parties in accord with Government Code Section 65868, and may be approved on behalf of City as follows:
i. By the City Manager or his/her designee (“City Manager”) in the case of minor changes which would qualify as a “Minor Modification” under Municipal Code Section 17.26.040 or a minor exception under 17.23.030(B), or as determined by the original approving authority as the case may be.
ii. By the original approving authority n the case of any other changes not subject to paragraph (i), above, or if otherwise legally required. iii. The City Manager or his /her designee will determine whether a proposed change is subject to approval by the City Manager or the original approving authority, as the case may be.
iv. No modification, amendment or other change to this Agreement will be effective for any purpose unless specifically set forth in a writing that refers expressly to this Agreement and is signed by both Parties’ authorized representatives.

3.5 Reservations of Authority.
a. Any contrary provision in this Agreement notwithstanding, the following Subsequent Land Use Regulations will apply to the Project:
i. Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals or for monitoring compliance with any Subsequent Development Approvals granted or issued.
ii. Regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other procedural matter.
iii. Regulations governing construction standards and specifications, including City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code, including fees thereunder, which are applied uniformly to all similar development projects within in City.
iv. Regulations which do not conflict with the Development Plan or this Agreement. To the greatest extent possible, these regulations must be applied and construed to provide Developer with all of the rights and assurances provided under this Agreement. For all purposes pursuant to this Agreement generally, and this paragraph (iv) specifically, an ordinance, resolution, initiative, referendum, moratorium or other regulation will be deemed to conflict with the Development Plan and this Agreement if the ordinan ce, resolution, initiative, referendum, or regulation seeks to, whether as part of a specific or general enactment that applies to the Property or Project: ( 1) limit or reduce the density, intensity, height or size of structures or type of development on the Property; ( 2) regulate the timing or sequencing of the development of the

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Property in any manner; ( 3) require any additional on -site or off-site improvements not required by the applicable Land Use Regulations or Development Approvals to be constructed or paid for by Developer or a subsequent owner of the Property; or ( 4) restricting the use of the Property in any manner or degree other than as set forth in the applicable Land Use Regulations and Development Approvals.
v. Regulations that conflict with the Development Plan if Developer has given its written consent to those regulations.
vi. Federal, State, County, and multi-jurisdictional laws and regulations which City is required to enforce against the Property or the Development of the Property. vii. Subsequent Land Use Regulations applicable to local or regional Development Impact Fees.

The Parties acknowledge that City is restricted in its authority to limit its police powers by contract.

This Agreement will be construed, contrary to its stated terms if necessary, to reserve to City all those police powers that cannot be restricted by contract.

3.6 Subsequent Development Approvals.
a. When acting on Subsequent Development Approvals, City 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.
b. Upon Developer ’s request, City will accept and diligently process applications for Subsequent Development Approvals. City 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 in accordance with the intent of this Agreement. City 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 Modification or Suspension by State or Federal Law . If a State or Federal law or regulation which is enacted after the Effective Date prevents the Parties ’ compliance with any of this Agreement’s provisions, then that provision will be modified or suspended to the extent and for the time necessary to achieve compliance with the conflicting State or Federal law. This Agreement’s remaining provisions will continue unaffected. The Parties will amend this Agreement to preserve, to the greatest extent possible, the benefits that would arise to the Parties under this Agreement but for the conflicting State or Federal law. Upon the repeal of the conflicting State or Federal law or upon the occurrence of any circumstance that removes their effect upon thi s Agreement, this Agreement ’s provisions will be automatically restored to their full original form and any amendment that the Parties may have entered into under this Section 3.7 will terminate.

3.8 Future Use of EIR. The Parties understand that the EIR is intended to be used in connection with each of the Existing Development Approvals and Subsequent Development

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Approvals needed for the Project. City agrees to use the EIR in connection with the processing of any Subsequent Development Approval for projects which are consistent with the Project Description in the EIR, except as may be otherwise required by the Reservations of Authority or state or federal law, including CEQA.

3.9 Third Party Permits and Approvals and Utilities.
a. The Parties acknowledge that this Agreement does not bind any governmental agency other than City and its related or subordinate boards, commissions, and entities. City will use reasonable good faith efforts to assist Developer in obtaining all permits and approvals, at no cost to City, which are necessary for the Project, including permits, approvals and rights of way which are required for the installation of public improvements, driveways and utility connections, and utility services such as electrical, gas, water, sewer, storm drain, telephone and cable television.
b. The Parties acknowledge that, in connection with the installation of utility facilities which will be owned by private utility companies, it may lower the overall cost of the utility installation for it to be constructed by City. Upon Developer ’s request, City agrees to reasonably consider undertaking construction of the private utility company project, so long as Developer bears City’s entire direct and indirect cost of the same.

4. PUBLIC BENEFITS.

4.1 Development Impact Fees.
a. City has adopted a Development Impact Fee program designed to offset the costs of mitigating environmental and other impacts caused by development upon public facilities and improvements. The Development Impact Fees which will be applicable to the Project shall be those existing at the time of development. Development Impact Fees shall be paid at such time as payment of such fees are due and payable in accordance with the Land Use Regulations in effect at the time of development as set forth in City fee o rdinances or resolutions or policies, for the portion of the Property to which such fees apply. This Section shall not preclude City from adopting any new development impact fees in the future applicable to the Property or to other Development in the City.
b. Nothing in this Section 4.1 will limit the right of any other local, regional, state, or federal agency or district to impose upon the Project otherwise lawful fees, including non- City fees imposed by such agencies or districts and collected by City for the benefit of such agencies or district.

4.2 Credit for Construction . The Parties acknowledge and agree that in accordance with policies adopted from time to time by City, Developer may be entitled to a credit and/or reimbursement to offset Developer’s Development Impact Fee obligation, as determined by City.

4.3 Fair Share Reimbursement for Offsite Improvements . The Parties acknowledge and agree that the Development Approvals may require Developer to construct offsite public improvements (“Project Offsite Public Improvements”) that benefit future third party developers.

City shall impose a condition of approval on future developments within the Benefitted

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Development Area that benefit (“Benefited Development”) from the Project Offsite Public Improvements that requires the developer of the Benefited Development to enter into a reimbursement agreement with Developer to reimburse a share of the Project Offsite Public Improvements costs actually incurred proportional to the benefit received by the Benefitted Development (“Fair Share Obligation”). The Benefitted Development Area is anticipated to be as depicted in Exhibit D. In no event shall City be responsible for the costs of the Project Offsite Public Improvements or the enforcement of the reimbursement agreement or any Fair Share Obligation.

5. PUBLIC FINANCING.

5.1 Financing. Upon either Party’s written request, the Parties will meet and confer in good faith for the purposes of discussing the formation of a financing mechanism, including but not limited to a special assessment district, community facilities district, or alternate financing mechanism (collectively, a “Special District”) to pay for the construction or maintenance of those public improvements required by the Development Plan. If a Special District is formed, Developer will be reimbursed from the procee ds of any debt financing issued by the Special District to the extent that Developer spends funds for the construction and/or maintenance and operation of qualified public improvements. Tax rates or assessments of the Special District may not exceed City’s then-current policies regarding public financing districts.

This Section 5.1 is not a commitment by City to adopt a resolution of formation to form a Special District or to approve Special District debt financing. Developer acknowledges that the adoption and approval of a resolution of formation is a legislative act within City’s unencumbered discretion. However, if City proceeds to approve a Special District, then Developer shall annex into the Special District within six (6) months of the creation of the Special District.

6. REVIEW FOR COMPLIANCE.

6.1 Periodic Review.
a. The City Manager will review this Agreement annually, on or before each anniversary of the Effective Date, as required by California Government Code Section 65865.1.

The purpose of the review will be to ascertain Developer ’s good faith compliance with the terms of this Agreement. Developer will submit an annual monitoring report ( “Annual Monitoring Report”), in a form prepared and approved by the City Manager within sixty (60) days before the annual review. The Annual Monitoring Report must be accompanie d by the then-current annual review and administration fee set by the City Council, which may not exceed the City ’s actual costs of reviewing Developer’s compliance with the terms of this Agreement. b. The City Council may order a special review of Developer ’s compliance with this Agreement at any time. The City Manager will conduct the special review, which will be conducted at City’s sole expense.

6.2 Procedure.
a. During either a periodic review or a special review, Developer will be required to demonstrate good faith compliance with this Agreement.

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b. Upon completion of a periodic review or a special review, the City Manager will submit a report to the City Council setting forth the City Manager ’s conclusions concerning Developer’s good faith compliance with this Agreement.
c. If the City Council finds that Developer has complied in good faith with this Agreement, then the review will be concluded.
d. If the City Council makes a preliminary finding that Developer has not complied in good faith with this Agreement, then, following Notice and opportunity to cure as provided under Section 8.4, the City Council may modify or terminate this Agreement in accordance with Section 6.4 and Section 6.5.

6.3 No Waiver. Failure of City to conduct an annual review will not constitute a waiver by City of its rights to otherwise enforce the provisions of this Agreement nor will Developer have or assert any defense to such enforcement by reason of any such failure to condu ct any annual review(s).

6.4 Proceedings for Modification or Termination.
a. If Developer fails to cure, or to commence to cure, as applicable, the matters constituting the basis for the City Council’s preliminary finding under Section 6.2.d as required by Section 8.4, then City may proceed to modify or terminate this Agreement following the procedures set forth in this Section 6.4 and in Section 6.5. City must hold a noticed public hearing concerning the modification or termination and provide Developer with Notice of the hearing. The Notice must include the following:
i. The time and the place of hearing, which must be no less than thirty (30) days following the date of the Notice;
ii. The specific action, whether amendment or termination, which City proposes to take; and
iii. Such other information as is reasonably necessary to inform Developer of the nature of the proceeding and the facts supporting City’s preliminary finding under Section 6.2.d.

6.5 Hearing on Modification or Termination. At the time and place set for the public hearing described in Section 6.4, Developer must be given an opportunity to be heard and present witnesses and evidence on its behalf. If, following the conclusion of the public hearing, the City Council finds, based upon substantial evidence in the record of the public hearing, that Developer has not complied in good faith with this Agreement, then the City Council may terminate or modify this Agreement and impose any conditions it determines are reasonably necessary to protect City’s interests. The City Council’s decision will be administratively final and subject to judicial review under Code of Civil Procedure Section 1094.5.

6.6 Certificate of Agreement Compliance. If, at the conclusion of a special or periodic review, Developer is found to be in compliance with this Agreement, then, upon Developer ’s written request, City will issue a “Certificate of Agreement Compliance” to Developer stating that,

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after the most recent periodic or special review, this Agreement remains in effect and Developer is not in default of this Agreement. The Certificate of Agreement Compliance must be in recordable form, contain information necessary to communicate constructive record notice of the finding of compliance, state whether the Certificate of Agreement Compliance is issued after a periodic or special review, and state the anticipated date of the next periodic review. Developer may record the Certificate of Agreement Compliance with the Los Angeles County Recorder.

6.7 No Cross-Defaults. City acknowledges that Developer may Transfer all or portions of the Property to other Persons in accordance with Section 2.4. City 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. City 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 Developer with respect to its obligations pertaining to that portion of the Property retained by Developer following a Transfer will not constitute a default as to any Person other than Developer or permit City to exercise any remedy under this Agreement or otherwise with respect to any other portion of the Property other than that portion owned by Developer. Similarly, a default by a Transferee with respect to its obligations pertaining to the portion of the Pr operty owned by that Transferee will not constitute Developer’s default or permit City 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. City 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. INTENTIONALLY OMITTED.

8. DEFAULT AND REMEDIES.

8.1 Remedies in General.
a. The Parties acknowledge that neither Party would have entered into this Agreement if it were to be liable for monetary damages under this Agreement. In general, and subject to those procedural prerequisites required under the Development Agreement Law or this Agreement, each of the Parties may pursue any remedy at law or equity available for the breach of this Agreement, except that neither Party will be liable in monetary damages (other than attorneys’ fees under Section 12.20) to the other Party, or to any successor in interest of that Party, or to any other Person. Each Party covenants not to sue for monetary damages or claim any monetary damages related to any of the following:
i. Any breach of this Agreement or for any cause of action that arises out of this Agreement; or
ii. Any taking, impairment or restriction of any right or interest arising under this Agreement; or
iii. Any dispute regarding the application or interpretation of this Agreement.

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8.2 Specific Performance.
a. The Parties acknowledge that specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement for the following reasons:
i. Money damages are unavailable against the Parties.
ii. 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 Developer has begun to implement this Agreement. After such time, Developer may be precluded from other options it may have had with regard to the Property. Moreover, Developer has invested significant time and resources in the planning and processing of the Project. Developer will be investing even more time and resources in implementing the Project in reliance upon this Agreement and it is not possible to determine the sum of money that would adequately compensate Developer if City were to breach its obligations.

8.3 Release. Except for the right to recover attorneys ’ fees under Section 12.20, Developer, for itself, its successors and assignees, releases City, its officials, officers, agents and employees from any and all monetary claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, any claim or liability based upon Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance that seeks to impose any monetary liability whatsoever upon City because it entered into this Agreement or because of the terms of this Agreement.

8.4 City’s Termination of Agreement or Exercise of Other Remedies Upon Developer’s Default. Subject to compliance with Sections 6.4 and 6.5, City may terminate or modify this Agreement upon Developer ’s failure to perform any material duty or obligation under this Agreement. City may terminate or modify this Agreement or exercise its other remedies only after providing Notice of default to Developer setting forth the nature of the default and the actio ns, if any, required to cure the default and only if Developer has failed to take the actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty (60) days but can be cured within a longer time, then Developer must within sixty (60) days commence the actions necessary to cure the default and thereafter diligently proceed to cure the default.

8.5 Developer’s Termination of Agreement or Exercise of Other Remedies Upon City’s Default. Developer may terminate this Agreement or exercise its other remedies upon City ’s failure to perform any material duty or obligation under this Agreement. Developer may terminate this Agreement or exercise its other remedies only after providing Notice of default to City setting forth the nature of the default and the actions, if any, required by City to cure the default and only if City has failed to take such actions and materially cure the default within sixty (60) days after its receipt of the Notice. If a default is of a type that cannot be cured within sixty (60) days but can be cured within a longer time, then City must within sixty (60) days commence the action s necessary to cure the default and thereafter diligently proceed to cure the default.

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

9. THIRD PARTY LITIGATION.

9.1 Defense of Third-Party Litigation. City shall promptly notify Developer in writing of any claim, action or proceeding filed and served against City to challenge, set aside, void, annul, limit or restrict the approval and continued implementation and enforcement of this Agreement, including but not limited to challenges of the environmental review of the Project and this Agreement conducted pursuant to the California Environmental Quality Act. Developer and City agree to use good faith, commercially reasonable efforts to confer and cooperate with one another with respect to such third-party litigation. Developer shall defend (with legal counsel of City’s selection, reasonably acceptable to Developer), indemnify and hold harmless City, its agents, officers and employees from any such claim, action or proceeding, and shall indemnify City for all costs of defense and/or judgment obtained in any such action or proceeding; provided, however, if Developer elects, in its sole discretion, not to defend the action ( preferring to either allow judgment to be entered or to enter into a settlement with plaintiff(s) which declares this Agreement to be void, annulled, or which limits or restricts this Agreement), Developer shall so notify City in writing and City shall then have the option, in its sole discretion, of defending the action at its cost.

In the event this Agreement, as a result of a third party challenge, is voided or annulled, or is limited or restricted such a manner that the intent and purposes of this Agre ement cannot be implemented as mutually desired by the parties hereto, this Agreement shall terminate and be of no further force or effect as of the date such judgment or settlement so voids, annuls, limits, or restricts the intent and purpose of this Agreement.

9.2 Extension of Term. Anything in this Agreement to the contrary notwithstanding, the Term (and any extension thereof under Section 2.3) will automatically be extended by the number of days in the period commencing on the date of filing of any claim, action, or proceeding of the type described in Section 9.1 and ending on the date that the claim, action, or proceeding is either settled or fully and finally resolved in City ’s and Developer ’s favor, as evidenced by the expiration of all appeal periods with no f urther appeal being filed or the issuance of a full, final, and non-appealable judgment or decision. City will execute, in recordable form, any instrument which Developer may reasonably require to evidence the extension.

10. MORTGAGEES.

10.1 Mortgagee Protection.
a. This Agreement does not prevent or limit Developer, in its sole discretion, from encumbering the Property or any portion or any improvement thereon with any mortgage, deed of trust or other security device. City acknowledges that a Mortgagee may require Agreement interpretations and modifications. City will meet with Developer and the Mortgagee ’s representatives to negotiate in good faith with regard to any requested interpretation or modification. City may not unreasonably withhold its consent to any requested interpretation or modification. All Mortgagees will be entitled to the following rights and privileges:

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i. Developer’s breach of this Agreement will not defeat, render invalid, diminish or impair the lien of any mortgage made in good faith and for value. ii. Upon a Mortgagee’s written request, City will provide a copy of any Notice of default given to Developer concurrently with the Notice to Developer. The Mortgagee will have the right, but not the obligation, to cure the default within any remaining cure period allowed Developer under this Agreement.
iii. Any Mortgagee who comes into possession of the Property or any portion of it pursuant to foreclosure of the Mortgagee ’s security instrument or its acceptance of a deed in lieu of foreclosure will take the Property or portion subject to this Agreement. Any other provision of this Agreement to the contrary notwithstanding, no Mortgagee will have any obligation to perform any of Developer’s obligations or to guarantee their performance. However, if any of Developer’s obligations are conditions precedent to City’s obligations, then Developer’s obligations will continue to be conditions precedent to City’s performance of its obligations.

11. INSURANCE; INDEMNIFICATION.

11.1 Insurance.
a. Types of Insurance.
i. Public Liability Insurance . Prior to commencement and until completion of construction by Developer on the Property, Developer shall at its sole cost and expense keep or cause to be kept in force for the mutual benefit of City and Developer broad form commercial general public lia bility insurance against claims and liability for personal injury or death arising from the use, occupancy, disuse or condition of the Property, improvements or adjoining areas or ways, affected by such use of the Property or for property damage, providing protection of a least Four Million Dollars ($4,000,000) per occurrence for bodily injury, death or property damage combined for any one accident or occurrence . The Four Million Dollars ($4,000,000) in commercial general public liability insurance shall consist of One Million Dollars ($1,000,000) in Primary insurance coverage, and Three Million Dollars ($3,000,000) in Umbrella insurance coverage. The aforementioned limits shall be subject to reasonable increases in amount as City may reasonably require from time to time.
ii. Builder’s Risk Insurance . Prior to commencement and until completion of construction by Developer on the Property, Developer shall procure and shall maintain in force, or caused to be maintained in force, “all risks” builder’s risk insurance including vandalism and malicious mischief, covering improvements in place and all material and equipment at the job site furnished under contract, but excluding contractor ’s, subcontractor ’s, and construction manager ’s tools and equipment and property owned by contrac tor’s or subcontractor’s employees, with the replacement cost value of the Project, or on a project by project basis.
iii. Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence reasonably satisfactory to it that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries workers’ compensation insurance as required by law.

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iv. Other Insurance . Developer may procure and maintain any insurance not required by this Agreement, but all such insurance shall be subject to all of the provisions hereof pertaining to insurance and shall be for the benefit of City (to the extent applicable) and Developer.
v. Insurance Policy Form, Sufficiency, Content and Insurer . All insurance required by express provisions hereof shall be carried only by responsible insurance companies licensed and admitted to do business by California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VIII or better, unless waived by City. All such policies shall be nonassessable and shall contain language, to the extent obtainable, to the effect that (i) any loss shall be payable notwithstanding any act of negligence (excepting willful and intentional violations of law) of City or Developer that might otherwise result in the forfeiture of the insurance, (ii) the insurer waives the right of subrogation against City and against City’s agents and representatives; (iii) the policies are primary and noncontributing with any insurance that may be carried by City; and (iv) the policies cannot be canceled or materially changed except after thirty (30) days’ written notice by the insurer to City or City’s designated representative. Developer shall furnish City with copies of all such policies promptly on receipt of them or with certificates evidencing the insurance. City shall be named as an additional insured or loss payee on all policies of insurance (other than Workers’ Compensation) required to be procured by the terms of this Agreement. The City’s Risk Manager acknowledges and agrees that the insurance requirements above have been established based on anticipated use, activities, and conditions of the Property. In the event the City’s Risk Manager reasonably determines that a new or unreasonable use, activity, or condition of the Property, improvements or adjoining areas or ways, affected by such use of the Property under this Agreement creates an increased or decreased risk of loss to the City than what the Parties hereby acknowledge to be duly satisfied by the insurance requirements above, Developer agrees that the minimum l imits of the insurance policies required by this Section 11.1 may be changed accordingly upon receipt of written notice from the City’s Risk Manager; provided that Developer shall have the right to appeal a determination of increased coverage to the City Manager of City within twenty (20) days of receipt of notice from the City’s Risk Manager. vi. Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required hereunder together with evidence satisfactory to City of payment required for procurement and maintenance of each policy within the following time limits:
(A) For insurance required above, within thirty (30 days) after the Effective Date.
(B) For any renewal or replacement of a policy already in existence, at least ten (10) days before the expiration or replacement of the existing policy. (C) If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish City with required proof that that insurance has been procured and is in force and paid for, such failure or refusal shall be a default hereunder.

11.2 Indemnification.

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a. General. Each Party shall indemnify the other Party and its officers, employees, and agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person, firm, or entity arising out of or in connection with the work, operations, or activities by any or all of the indemnifying Party or its agents, employees, or contractors (including subcontractors), upon the Property and relating to this Agreement; i. The indemnifying Party will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including reasonable legal costs and attorneys’ fees incurred in connection therewith. ii. The indemnifying Party will promptly pay any judgment rendered against the indemnified Party or its officers, agents, or employees for any such claims or liabilities arising out of or in connection with its foregoing indemnity and will save and hold the indemnified Party, its officers, agents, and employees harmless from any failure to so pay any such judgment. iii. In the event the indemnified Party, its officers, agents, or employees is made a party to the action or proceeding filed or prosecuted against for such damages or other claims arising out of or in connection with the work, operations, or activities of the indemnifying Party under this Agreement, the indemnifying Party agrees to pay the indemnified Party, its officers, agents, or employees any and all reasonable out -of-pocket costs and expenses actually incurred by the indemnified Party, its officers, agents, or employees in such action or proceeding, including by not limited to reasonable legal costs and attorneys’ fees. b. Exceptions. The indemnities and releases of this Section 11.2 shall not include claims or liabilities to the extent and degree arising from the negligence or willful misconduct of any or all of the indemnified Party and its officers, agents and employees. c. Loss and Damage . Except as otherwise set forth in this Agreement, City shall not be liable for any damage to property of Developer or of others located on the Property, nor for the loss of or damage to any property of Developer or of others by theft or otherwise.

Except as otherwise set forth in this Agreement, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Property or fro m the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Property, or by any other cause of whatsoever nature. d. Period of Indemnification . The obligations for indemnity under this Section 11.2 shall begin upon the Effective Date and shall terminate upon termination of this Agreement, provided that indemnification shall apply to all claims or liabilities arising during that period even if asserted at any time thereafter. In all events, however, these indemnity obligations shall expire on the fifth (5th) anniversary of the termination date of this Agreement, except that the indemnities shall survive beyond that date with respect to any claims pending at the expiration date for which timely and proper submission has occurred pursuant to the applicable indemnity provisions.

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e. Waiver of Subrogation. Each Party agrees that it shall not make any claim against, or seek to recover from other Party or its agents, servants, or employees, for any loss or damage to the Party or to any person or property, except as specifically provided hereunder and each Party shall give notice to any insurance carrier of the foregoing waiver of subrogation, and obtain from such carrier, a waiver of right to recovery against the other Party, its agents and employees.

12. MISCELLANEOUS PROVISIONS.

12.1 Recordation of Agreement. This Agreement and any amendment or cancellation of it will be recorded with the Los Angeles County Recorder by City Clerk in accordance with Government Code Section 65868.5.

12.2 Entire Agreement . This Agreement contains the entire understanding and agreement of the Parties. There are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly referred to in this Agreement. Parole evidence will not be admissible to interpret this Agreement.

12.3 Estoppel Certificates. Within ten (10) days following a Party’s written request, and at no cost to the requesting Party, the other Party will certify in writing that, to its knowledge:
a. This Agreement is in full force and effect and is binding upon the certifying Party.
b. This Agreement has not been amended or modified, except as expressly described in the estoppel certificate.
c. The requesting Party is not in default of its obligations under this Agreement, and that there have been no events that with the passage of time, the giving of notice, or both, would constitute the requesting Party’s default under this Agreement, except as expressly described in the estoppel certificate.

12.4 Survivorship. The respective rights and obligations provided by Section 4.3 – Fair Share Reimbursement of Offsite Improvements – shall survive the expiration or other termination of this Agreement in order to carry out the intentions of the Parties under this Agreement.

12.5 Severability. Every provision of this Agreement is a separate and independent covenant. If any provision is, or the application of the provision in certain circumstances is, to any extent, found to be invalid or unenforceable for any reason whatsoever, then the remainder of this Agreement, or the application of that provision to circumstances other than those to which it is invalid or unenforceable, will not be affected. The Parties will negotiate in good faith any amendments or operating memoranda necessary to cure any invalidity or unenforceability.

12.6 Interpretation and Governing Law. This Agreement and any dispute concerning it will be governed and interpreted in accordance with California’s procedural and substantive laws, without regard to its conflicts of laws principles. This Agreement will be construed as a whole according to its fair language and common meaning. The rule of construction that ambiguities in a document are to be resolved against the drafting party may not be employed in interpreting this

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Agreement. Each Party acknowledges that it was represented by counsel in this Agreement ’s negotiation and preparation.

12.7 Section Headings. All section headings and subheadings are inserted for convenience only and do not affect this Agreement’s construction or interpretation.

12.8 Singular and Plural. The singular of any word includes the plural.

12.9 Including. Unless the context requires otherwise, the term “including” means “including, but not limited to.”

12.10 Time of Essence. Time is of the essence as to the performance of any obligation as to which time is an element.

12.11 Calendar Periods. All references to “years”, “quarters”, “months” and “days” are references to calendar years, quarters, months and days.

12.12 Waiver. A Party ’s failure on any one or more occasions to insist upon strict compliance by the other Party, or a Party ’s failure on any one or more occasions to exercise its rights upon the other Party ’s default, is not a waiver of that Party ’s right to demand strict compliance by the other Party on any future occasion.

12.13 No Third-Party Beneficiaries. This Agreement is entered into for the sole protection and benefit of the Parties and their successors and assigns. Except as provided in Section 9, no other person or entity has any right of action based upon this Agreement.

12.14 Permitted Delays. Neither Party will be in default of an obligation if that Party ’s inability to perform or delay in performing that obligation is caused by a Permitted Delay.

12.15 Successors in Interest. The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, the Parties ’ permitted successors in interest. All provisions are enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act with regard to the Development of the Property:
a. Is for the benefit of and is a burden upon all portions of the Property. b. Runs with the Property and all portions.
c. Is binding upon each Party and its successors in interest during the term of that Party’s or its successors’ ownership of the Property or any portion.

12.16 Counterparts. This Agreement will be executed in three (3) counterparts, which will be construed together and have the same effect as if the Parties had executed the same instrument.

12.17 Jurisdiction and Venue. All legal actions and proceedings to enforce or interpret this Agreement must be filed and tried in Los Angeles County Superior Court or other legally appropriate court and venue.

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12.18 Project as a Private Undertaking. The Project is a private development and neither Party is acting as the agent of the other in any respect. Each Party is an independent contracting entity with respect to this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property by a private party.

12.19 Further Actions and Instruments . Each Party must cooperate with the other and provide reasonable assistance to the other in the performance of the other Party ’s obligations.

Upon a Party ’s request, the other Party must promptly execute (with notary acknowledgment if required) those instruments, and take any reasonable actions, necessary to evidence or consummate the transactions expressly described, or which are a logical extension of the transactions described, in this Agreement.

12.20 Eminent Domain. No provision of this Agreement expands, limits, or restricts City’s exercise of its eminent domain powers.

12.21 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.

12.22 Authority to Execute. Each natural person executing this Agreement on behalf of a Party represents that he or she has the authority to execute this Agreement on behalf of that Party and that he or she has the authority to bind that Party to this Agreement. [Signature pages follow]

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SIGNATURE PAGE
TO

ANTELOPE VALLEY COMMERCE CENTER PHASE I DEVELOPMENT AGREEMENT

“CITY”

CITY OF PALMDALE,
a California charter city and municipal corporation
By:

Its:

Name:

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SIGNATURE PAGE
TO

ANTELOPE VALLEY COMMERCE CENTER PHASE I DEVELOPMENT AGREEMENT

“DEVELOPER”
Covington Investments, LLC,
a Nevada limited liability company
By:

Its:

Name:

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EXHIBIT A
-1-

EXHIBIT A
TO

ANTELOPE VALLEY COMMERCE CENTER DEVELOPMENT AGREEMENT
Legal Description of Property

[INSERT LEGAL DESCRIPTION]

LEGAL DESCRIPTION
PARCEL 1 THROUGH PARCEL 15, OF TENTATIVE PARCEL MAP NO. 83738

IN THE CITY OF PALMDALE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA

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EXHIBIT B
-1-

EXHIBIT B
TO

ANTELOPE VALLEY COMMERCE CENTER DEVELOPMENT AGREEMENT
Site Plan

[INSERT SITE PLAN]

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EXHIBIT C
-1-

EXHIBIT C
TO

ANTELOPE VALLEY COMMERCE CENTER DEVELOPMENT AGREEMENT
Purchase and Sale Agreement

[INSERT PSA]

PURCHASE AND SALE AGREEMENT

By and Between

THE CITY OF PALMDALE,
a municipal corporation

City,

and

COVINGTON INVESTMENTS, LLC

Purchaser

Agreement No. A-7575
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Page i

TABLE OF CONTENTS
ARTICLE I. SUBJECT OF AGREEMENT ...............................................................1 Section 101 Purpose of Agreement............................................................................1 Section 102 Definitions..............................................................................................1 Section 103 Description of the Property ....................................................................5 Section 104 Change in Ownership, Management and Control of Purchaser; Transfer of Agreement .........................................................5 Section 105 Public Disclosure ...................................................................................6 Section 106 Due Diligence Period .............................................................................6 ARTICLE II. SALE OF THE PROPERTY TO PURCHASER ..................................7 Section 201 Agreement to Purchase and Sell ............................................................7 Section 202 As-Is Condition of Property ...................................................................7 Section 203 Right of Entry ........................................................................................8 Section 204 Good Faith Deposit ................................................................................9 Section 205 Conditions Precedent to Sale of Property ............................................10 Section 206 Escrow..................................................................................................11 Section 207 Real Estate Commissions; Brokerage Fees; Participation Payments ..............................................................................................13 Section 208 Limited Obligation. ..............................................................................14 Section 209 Transfer of Title and Delivery of Possession .......................................14 Section 210 Form of Grant Deed .............................................................................14 Section 211 Condition of Title .................................................................................14 Section 212 Time for Delivery of Closing Documents ...........................................14 Section 213 Recordation of Grant Deed ..................................................................14 Section 214 Title Insurance .....................................................................................14 Section 215 Taxes and Assessments ........................................................................15 Section 216 Occupants of the Property ....................................................................15 Section 217 Evidence of Financing .........................................................................15 Section 218 Exclusive Negotiations for Phase II, Phase III, and Phase IV .........................................................................................................16 Section 219 Pre-Conditions to Exclusive Negotiations; Termination .....................17 Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Page ii

Section 220 Good Faith Obligations of the City and Purchaser re Phase II, Phase III, and Phase IV .........................................................18 Section 221 Release of Construction Covenants .....................................................18 ARTICLE III. PURCHASER’S DEVELOPMENT AND USE OBLIGATIONS ......19 Section 301 Project Development ............................................................................19 Section 302 Compliance With Law .........................................................................20 Section 303 Uses ......................................................................................................20 Section 304 Maintenance of the Property ................................................................20 Section 305 Obligation to Refrain from Discrimination..........................................21 Section 306 Effect and Duration of Covenants ........................................................22 Section 307 Effect of Violation of the Terms and Provisions of this Agreement ............................................................................................22 ARTICLE IV. DEFAULTS, REMEDIES AND TERMINATION .............................22 Section 401 Defaults – General ...............................................................................22 Section 402 Specific Performance ...........................................................................23 Section 403 Anti-Flipping........................................................................................23 Section 404 Power of Termination ..........................................................................23 Section 405 Remedies Not Exclusive ......................................................................25 Section 406 Institution of Legal Actions .................................................................25 Section 407 Acceptance of Service of Process ........................................................25 Section 408 Applicable Law ....................................................................................25 Section 409 Termination by City Before Close of Escrow......................................25 Section 410 Termination by Purchaser Before Close of Escrow .............................26 ARTICLE V. GENERAL PROVISIONS ..................................................................27 Section 501 Indemnification and Insurance .............................................................27 Section 502 Notices, Demands and Communications .............................................29 Section 503 Joint and Several Liability ...................................................................31 Section 504 Nonliability of City and City Officials and Employees .......................31 Section 505 Conflicts of Interest..............................................................................31 Section 506 No Third Party Beneficiaries ...............................................................31 Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Page iii

Section 507 Time of the Essence .............................................................................31 Section 508 Purchaser’s Representations ................................................................31 Section 509 City’s Representations .........................................................................32 Section 510 Enforced Delay ....................................................................................33 Section 511 Waivers ................................................................................................33 Section 512 Attorney’s Fees and Costs ...................................................................33 Section 513 Authority to Sign..................................................................................33 Section 514 Interpretation; Severability ..................................................................34 Section 515 Authorized Representative of City.......................................................34 Section 516 Approvals .............................................................................................35 Section 517 Further Assurances and Corrective Instruments. .................................35 Section 518 Inspection of Books and Records. .......................................................35 ARTICLE VI. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ...........35 ARTICLE VII. TIME FOR ACCEPTANCE OF AGREEMENT BY CITY ..............35 ARTICLE VIII. EFFECTIVE DATE OF THIS AGREEMENT .............................36

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Page iv

ATTACHMENTS

ATTACHMENT NO. 1 - SITE MAP
ATTACHMENT NO. 2 - LEGAL DESCRIPTION
ATTACHMENT NO. 3 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 4 - FORM OF GRANT DEED
ATTACHMENT NO. 5 - ENVIRONMENTAL INDEMNITY
ATTACHMENT NO. 6 - SCOPE OF DEVELOPMENT

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Page 2 ends

Palmdale City CouncilJanuary 22, 2025

Palmdale City Council
January 22, 2025