Palmdale City Council
January 22, 2025

“Close of Escrow” means the date the Grant Deed is recorded in the official records of Los Angeles County in conformance with this Agreement.
“Closing Documents ” mean this Agreement, the Grant Deed , and the Environmental Indemnity.
“Completion” means the point in time when all of the following shall have occurred: (1) issuance of a certificate of occupancy by the City; (2) recordation of a Notice of Completion by Purchaser or its contractor; (3) certification by the Purchaser’s architect tha t the i mprovements (with the exception of minor “punch list” items) have been completed in a good and workmanlike manner and substantially in accordance with the City approved plans and specifications; and (4) any mechanic’s liens that have been recorded or stop notices that have been delivered have been paid, settled or otherwise extinguished, discharged, released, waived, bonded around or insured against.
“Due Diligence Commencemen t Date” means the date which is the Effective Date of this Agreement.
“Due Diligence Documents ” means studies, reports, records, correspondence and other written materials regarding the Property that are to the actual knowledge of the City in the City’s possession (which for purposes of this definition shall be deemed the knowledge of the City Manager and/or Director of Public Works or the staff thereof). “Due Diligence Period” means the ninety (90) day period beginning on the Due Diligence Commencement Date, during which time Purchaser may conduct the investigation s described in Section 106 and 203 of this Agreement.
“Entitlements” means all land-use development approvals necessary to permit development of the Property and the Project, and includes all such required from the City or any other state or federal agency.
“Environmental Indemnity” means the indemnity by Purchaser for the benefit of the City of Palmdale, substantially in the form of the Environmental Indemnity attached to this Agreement as Attachment No. 5.
“Escrow Agent ” means Chicago Title Company or another escrow company mutually satisfactory to the parties.
“Good Faith Deposit” means a deposit by Purchaser in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) paid to City in accordance with Section 204 of this Agreement, and the Additional Deposit to be paid to City in accordance with Section 204 of this Agreement. “Grant Deed ” means the grant deed substantially in the form att ached hereto as Attachment No. 4, conveying the Property to Purchaser.
“Hazardous Materials ”, “ Hazardous Su bstances” or “ Hazardous Materials or Substances” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, any laws as a “hazardous waste”, “extremely hazardous subs tance”, “extremely hazardous waste”, “acutely hazardous waste”, “hazardous substance”, “hazardous material”, “radioactive waste”, “infectious waste”, Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

“biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant” or “toxic substance,” as well as any formulation not mentioned herein intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “EP toxicity,” or “RCLP toxicity”; (ii) pe troleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility utilizing a municipal solid waste stream, and drilling flui ds, produced waters and other waters associated with the exploration, development or production of crude oil, natural gas, or geothermal resources; (iii) “hazardous substance” as defined in Section 25281 (f) of the California Health and Safety Code; (iv) “waste” as defined in Section 13050(d) of the California Water Code; (v) asbestos in any form; (vi) urea formaldehyde foam insulation; (vii) polychlorinated biphenyl (“PCBs”); (viii) radon; and (ix) any other chemical, material, or substance that, because o f its quantity, concentration, or physical or chemical characteristics, exposure to which is limited or regulated for health and safety reasons by any governmental authority, or which poses a significant present or potential hazard to human and safety or of the environment if released into the work place or the environment. “Legal Description ” means the legal description of the Property, attached hereto as Attachment No. 2.
“Permitted Transfer” means any of the following:
a. A sale, transfer, conveyance or assignment of this Agreement or the Property to a n entity which is an affiliate of Covington Investments, LLC and is owned and controlled by Covington Investments, LLC and/or the Persons owning and controlling Covington Investments, LLC, provided that the City has received and approved entity formation documents confirming the direct ownership and control of Covington Investments, LLC of such entity and has received a certificate from the California Secretary of State that such entity is in good standing to conduct business in the State of California, and the affiliate entity has assumed, in a written instrument reasonably approved by the City, all of Purchaser’s obligations under this Agreement; or
b. The addition of investors to Purchaser so long as such Purchaser continues to be owned and controlled by the same Persons, the investor is not a Prohibited Person, and the addition of such investor would not otherwise violate Anti-Terrorism Laws; or c. The conveyance or dedication of any portion of the Property to the City of Palmdale or other appropriate governmental agency, or the granting of easements or permits, reasonably necessary to facilitate the development of the Project; or d. The conveyance of a security interest in the Property or any portion thereof or interest therein the proceeds of which are used for financing the development of the Project as all or part of the Evidence of Financing approved by the City pursuant to Section 217 of this Agreement; or
e. The leasi ng for occupancy of any improvements constructed on the Property.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

f. The sale of any completed building to a third party end user , following the Completion of construction.
g. The conveyance of a portion of the Property to a third party end user/occupant in connection with a transaction whereby Purchaser is obligated to construct a building after the land sale, provided Purchaser and the end user/occupant execute an assignment and assumption agreement, in a form reasonably acceptable to the C ity, as to the portion of the property conveyed.
“Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “Preliminary Report ” means a prelimi nary title report for the Property prepared by Chicago Title Company and copies of underlying documents and plotted easements. “Prohibited Person” means any of the following:
a. a Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
b. a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in or is otherwise subject to the prohibitions of, any Executive Order relating to money laundering or anti-terrorism;
c. a person or entity with whom Purchaser is prohibited from dealing or otherwise engaging in any transaction by Anti-Terrorism Laws;
d. a Person that is named as a “specially designated national and blocked person” on the most current list published by the Office of Foreign Asset Control of the U.S.

Treasury Department.
“Project” means Purchaser’s construction, development and operation of the public and private improvements described in this Agreement, the attached Scope of Development (Attachment No. 6 of this Agreement) and a specific plan and other plans approved by the City in connection with Purchaser’s applications for Entitlements and construction permits, to be located both on the Property and off-site as required for the development of the Property. “Property” means the real property described in Section 103. “Purchase Price” means the monetary purchase price for the Property in the amount of Nine Million Four hundred and Eight Thousand Nine Hundred and Sixty Dollars ($9,408,960.00).

The Purchase Price has been calculated based on a purchase price of Two Dollars and Twenty - Five Cents ($2.25) per square foot and the Property being ninety -six (96) acres in size. City and Purchaser agree to adjust the Purchase Price prior to Close of Escrow in the event and to the extent the Property is determined to be larger or smaller in size by a survey approved by City and Purchaser.
“Purchaser” means Covington Investments, LLC, a Nevada limited liability company, and includes any successors or assigns of Purchaser as permitted by this Agreement and first approved Purchase and Sale Agreement Agreement No. A-7575
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in writing by the City. The principal address of the Purchaser is 14180 Dallas Parkway, Suite 730, Dallas, Texas 75254.
“Purchaser’s Title Policy ” means a CLTA standard coverage owner’s po licy of title insurance to be issued to Purchaser in the amount of the Purchase Price , as provided in Section 214 of this Agreement.
“Right of Entry” means the Right of Entry granted to Purchaser under the terms of Section 203 of this Agreement.
“Site Map” means the document attached to this Agreement as Attachment No. 1. “Title Company ” means Chicago Title Company or another title company mutually agreed upon by the parties for the recording of the Grant Deed and issuance of the Purchaser Title Policy.

Section 103 Description of the Property
The real property to which this Agreement relates is designated as the Property on the “Site Map” and is described in the “Legal Description” attached hereto as Attachment No. 1 and Attachment No. 2, respectively (“Property”). The Property is located at the southeast corner of Sierra Highway and East Avenue M in the City of Palmdale and is approximately 96 gross acres of unimproved real property. The City owns fee title to the Property.

Section 104 Change in Ownership, Management and Control of Purchaser; Transfer of Agreement

1. Purchaser represents and agrees that its p urchase of the Property and other undertakings pursuant to this Agreement are for the purpose of, and will be used for, development of the Project on the Property in accordance with the requirements and within the times set forth in this Agreement and not for speculation in landholding.

2. Purchaser recognizes that its qualifications and identity are of particular concern to the community and the City. Purchaser further recognizes that it is because of such qualifications and identity that the City is enter ing into this Agreement with Purchaser. Accordingly, no voluntary or involuntary successor in interest of Purchaser will acquire any rights or powers under this Agreement except as expressly set forth herein.

3. Purchaser must promptly notify the City of any and all changes whatsoever in the identity of the parties in control of Purchaser, or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information.

4. Until the development of the Property has been Completed and City has issued the Release of Construction Covenants for the Property , or a Partial Release of Construction Covenants for the portion of the Property involved, and except for a Permitted Transfer, Purchaser may not assign or attempt to assign all or any part of this Agreement or any right hereunder or make or attempt to make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon or any interest therein, without the prior written consent of the City, which the City agrees to grant if, in its reasonable judgment, the proposed transferee possesses the financial capability and development experience to assure Purchase and Sale Agreement Agreement No. A-7575
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completion of construction of the Property in accordance with the provisions and attachments of this Agreement and within the time frames set forth in the Schedule of Performance (Attachment No. 3). There shall be submitted to City for review all instruments and other legal documents proposed to effectuate any suc h transfer to confirm compliance with the requirements of this Section 104. The approved transferee must assume, in a written instrument reasonably approved by the City, all of Purchaser’s obligations under this Agreement with respect to the Property.

5. In the absence of the City’s prior written consent, no sale, transfer, conveyance or assignment of this Agreement or the Property shall be deemed to relieve Purchaser from any obligations under this Agreement.

6. Notwithstanding anything to the contrary set for th in this Section 104 , the requirement for the City’s written consent shall not apply to a Permitted Transfer. In the case of any proposed Permitted Tra nsfer, as defined in Section 102 of this Agreement, Purchaser shall submit to the City Manager or designee documentation reasonably demonstrating that the proposed assignment or transfer complies with the standards for a Permitted Transfer described in the definition of the term “Permitted Transfer” in Section 102 of this Agreement. Upon receipt of such documentation, City Manager or designee shall confirm to Purchaser and the proposed assignee or transferee in writing within ten calendar days of such request that such transfer complies with the standards set forth in the respective provisions of this Agreement. Notwithstanding the foregoing, no such notice or supporting documentation shall be required for any lease for occupancy of a unit at the Project.

Section 105 Public Disclosure
Purchaser acknowledges and agrees that the City may hold noticed public meetings prior to their approval of this Agreement and may make this Agreement available to the public.

Purchaser further acknowledges that the City cannot assure the confidentiality of this Agreement or of documents or information submitted to it under this Agreement, as such documents and information may be subject to disclosure under the California Public Records Act, the Brown Act, or other state or federal law.

Section 106 Due Diligence Period
During the Due Diligence Period, Purchaser may, at its sole cost and expense, inspect the Property pursuant to a Right of Entry issued by the City pursuant to Section 203 of this Agreement to determine the Property’s suitability for t he Project, including, without limitation, whether the physical condition of the Property (e.g., environmental, geotechnical analyses) is suitable for the Purchaser’s intended use. Under the Right of Entry, the Purchaser will have inspection rights and access to and entry upon the entire Property, including the ability to commence its geotechnical evaluation of the Property.

To facilitate Purchaser's due diligence investigation, Seller will furnish the Due Diligence Documents to Purchaser within fifteen (15) days after the Effective Date, Before the expiration of the Due Diligence Period, Purchaser must notify the City in writing whether the Purchaser has approved or disapproved the results of its investigation, such approval or disapproval to b e given or withheld in Purchaser’s sole and absolute discretion. If Purchaser Purchase and Sale Agreement Agreement No. A-7575
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disapproves the results of the investigation, such disapproval will terminate this Agreement, in which case the parties will have no further obligations to the other under this Agreement and the Good Faith Deposit will be released to Purchaser. If Purchaser approves the results of its investigations, this Agreement will remain in full force and effect, and the parties hereto will have all of the rights and obligations as set for th herein. Purchaser’s failure to notify the City of its approval or disapproval before expiration of the Due Diligence Period will be deemed disapproval hereunder.

ARTICLE II. SALE OF THE PROPERTY TO PURCHASER
Section 201 Agreement to Purchase and Sell
In accordance with and su bject to all the terms, covenants and conditions of this Agreement, the City agrees to sell the Property to Purchaser for the Purchase Price, and Purchaser agrees to purchase the Property from the City and develop the Project in accordance with all of the terms and conditions set forth in this Agreement.

Section 202 As-Is Condition of Property
Purchaser expressly acknowledges and agrees, and represents and warrants to the City, that Purchaser is purchasing the Property “AS IS, WHERE IS”, and “WITH ALL FAULTS”, after such inspection, analysis, examination and investigation that Purchaser cares to make and expressly without City’s covenant, warranty or representation as to physical condition, title, zoning or other regulation, compliance with law, suitability for particular purposes or any other matter whatsoever. City has no obligation to make repairs, replacements or improvements to the Property, or to pay any fees, costs or expenses related to the Property. Purchaser acknowledges and agrees that neither City , nor any of City’s agents, contractors, consultants, attorneys or representatives have made or make, and specifically negate and disclaim, and Purchaser is not relying on, any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, except as expressly set forth in this Agreement, whether express or implied, oral or written, past, present or future, concerning or with r espect to the Property, including, but not limited to, (a) the value of the Property; (b) the income to be derived from the Property; (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, including the possibilities for development of the Property; (d) the habitability, marketability, merchantability, profitability or fitness for a particular purpose of the Property; (e) the manner, quality, state of repair or lack of repair of the Property; (f) the nat ure, quality or condition of the Property, including without limitation, soils and geology; (g) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (h) compliance with any environmental protection, pollution or land use laws, rules, regulation, orders or requirements, including but not limited to, Title III of the Americans with Disabilities Act of 1990, California Health and Safety Code, the Federal Water Po llution Control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency regulations at 40 CFR part 261, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Resources Con servation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act and the Toxic Substance Control Act, as any of the foregoing may be amended from time to time and regulations promulgated under any of the foregoing from time to time; (i) Purchase and Sale Agreement Agreement No. A-7575
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the presence or absence of Hazardous Materials at, on, under, or adjacent to the Property; (j) the content, completeness or accuracy of the Preliminary Report; (k) the conformity of the Property to past, current or future applicable zoning or building requirements; (l) deficiency of any drainage or undershoring; (m) that the Property may be located on or near earthquake faults; (xiv) the existence or non-existence of land use, zoning or building entitlements affecting the Property; (n) the land use status of the Property, including, but not limited to, general plan status, specific plan status, zoning status, subdivision status unde r the California Subdivision Map Act or the subdivision ordinances of the City or a ny other Entitlements; (o) the applicability of the Federal or California endangered species acts and the existence of any species protected thereunder; (p) any non -compliance of the Property or any improvements thereon with California Civil Code Sections 895, et seq.; or (q) any other matter. Purchaser further acknowledges and agrees that , having been given the opportunity to inspect the Property and obtain and examine such information and documentation affecting the Property as Purchaser deems necessary or appropriate, Purchaser is relying solely on its own investigations and review, and not on any information provided or to be provided by City. Purchaser acknowledges and agrees that, it has adequate opportunity during the Due Diligence Period to conduct such surveys and to make such inspection of the Property as Purchaser, in its discretion, deems necessary or advisable as a condition precedent to Purchaser’s purchase of the Property and to determine the characteristics listed in this paragraph and all other aspects of the Property. If the condition of the Property is not in all respects entirely suitable for the use or uses to which the Property will be put, then it is Purchaser’s sole responsibility and obligation to place the Property in all respects in a condition entirely suitable for the development thereof, solely at Purchaser’s cost and expense.

Nothing in this Agreement will obligate the City to approve any amendments to the City’s General Plan, the Specific Plan, or zoning ordinances, which amendments must be processed in the manner required by the City, subject to the discretionary approval of the City.

Section 203 Right of Entry

1. Purchaser and representatives of Purchaser will have the right of access to and entry upon the Property (“ Right of Entry ”) at all reasonable times for the purpose of inspecting the condition of the Property and obtaining data and making surveys and tests necessary to implement this Agreement, including, but not limited to, soil borings, percolat ion tests, test pits, environmental studies, water pressure tests, surveys and other related investigations, all at the sole cost and expense of Purchaser.

2. Single limit liability insurance in an amount not less than One Million Dollars ($1,000,000) in a form acceptable to the City must be provided prior and as a condition precedent to Purchaser’s entry onto the Property . Said insurance must name the City, and its respective officers, employees, agents and contractors as additional insureds. Purchaser’s ri ght to enter the Property will not commence until, and will be conditioned upon, Purchaser’s delivery to the City of a Certificate of Insurance and additional insured endorsement, demonstrating that the insurance required by this paragraph is in effect.

3. Purchaser hereby releases and agrees to protect, defend, hold harmless and indemnify the City, and its officers, employees, agents and contractors from and against all demands, claims, injury, liability, loss, damage, cost and expense, however caused (including all Purchase and Sale Agreement Agreement No. A-7575
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costs and reasonable attorney’s fees incurred in defending any claim), arising from Purchaser’s activities on the Property in connection with this Right of Entry.

4. Purchaser must keep the Property free from all encumbrances and liens of whatever nature involved in its activities on the Pr operty prior to Close of Escrow . Purchaser will defend, indemnify and hold harmless the City from any and all such encumbrances and/or liens (including all costs and attorney’s fees in defending any claim or liab ility in any way connected with Purchaser or any affiliate of Purchaser to pay any person(s) referred to in Section 3181 of the California Civil Code or under any other applicable law, which claim or liability may be instituted or filed against the Property.

5. In the event of termination of this Agreement pursuant to Section 409 or Section 410 below, or upon the expiration or termination of any Right of Entry, Purchaser shall promptly and diligently restore (to the satisfaction of the City) the Property to a condition comparable to that existing as of the date of this Agreement and leave the Property in a safe, neat and protected condition. If Purchaser fails to leave the Property in such condition when so required , the City may (but is not required to) put the Property in such condition and charge Purchaser the reasonable third-party costs incurred for such work to Purchaser. Purchaser will pay all costs, direct and indirect, related to such work, within fifteen (15) days after submiss ion of a written invoice therefore, itemizing the work performed by the City. Paragraphs 3 through 5 of this Section 203 will survive the termination of this Agreement.

Section 204 Good Faith Deposit
Purchaser will, within three (3) calendar days of the execution of the Agreement by the City ("Effective Date"), pay to the City a cash deposit of $250,000.00 (the "Good Faith Deposit").

The Good Faith Deposit will remain refund able until the expiration of the Due Diligence Period.

Upon the expiration of the Due Diligence Period without disapproval of the Project by the Purchaser and termination of this Agreement , the City shall deposit the Good Faith Deposit into the Escrow upo n opening of such Escrow in accordance with this Agreement. The Good Faith Deposit shall be credited in favor of Purchaser against the Purchase Price at the Close of Escrow.

After the Due Diligence Period, the Good Faith Deposit will be non-refundable to Purchaser unless (i) Purchaser terminates the Agreement for an inability to obtain the Entitlements despite the good faith and diligent efforts of Purchaser , or (ii) following a n uncured City default (subject to provisions to be set forth in this Agreement). Within two (2) business days after Purchaser receives notice from the City to the effect that the Entitlements for the Project are final, Purchaser will deposit with Escrow Agent an additional cash deposit of $750,000.00 (the "Additional Deposit"), which Additional Deposit will be credited in favor of Purchaser against the Purchase Price at the Close of Escrow. For purposes of the preceding sentence, the Entitlements shall be considered final 90 days after the date of the final discretionary approval necessary for the Project, if no lawsuit, challenge, appeal, or referendum challenging any of the Entitlements has been filed, or the date that the final remaining such lawsuit, challenge, appeal, or referendum is defeated, voted down, disapproved , overturned, withdrawn, dismissed or resolved on a non -appealable, non - challengeable and non -revocable basis unconditionally upholding the Entitlements. The Additional Deposit will be non -refundable to Purchaser except in the case of an uncured City default (subject to p rovisions to be set forth in this Agreement). The City shall be under no Purchase and Sale Agreement Agreement No. A-7575
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obligation to earn interest on the Good Faith Deposit and/or the Additional Deposit, but any interest earned shall be added to and become a part of the Good Faith De posit or Additional Deposit as applicable.

Section 205 Conditions Precedent to Sale of Property
The following are conditions precedent to the parties ’ obligation to close the hereinafter defined Escrow and transfer the Property to Purchaser:

1. City Closing Conditions. The City at its option may terminate this Agreement if any condition or obligation set forth below is not satisfied or waived in writing by the City within the times required by this Agreement:
a. Purchaser shall have submitted the Evidence of Financing re quired by Section 217 of this Agreement to the City Manager or designee within the time frame set forth in the Schedule of Performance (Attachment No. 3) and the City Manager or designee shall have approved the Evidence of Financing;
b. Purchaser shall have obtained approval of the Entitlements required for development of the Project on the Property from the City; c. All environmental actions and approvals required by law for the Project, including all actions and approvals required by California’s Environmental Quality Act, will have been granted;
d. Purchaser shall have deposited the balance of the Purchase Price in immediately available funds into Escrow;
e. Purchaser shall have executed, in recordable form where applicable, and deposited with the City or into Escrow the Closing Documents; f. The deposit into Escrow of all other documents reasonably required for the Close of Escrow contemplated by this Agreement;
g. Purchaser will have deposited into Escrow Purchaser’s share of Closing Costs as provided in paragraph 3 of Section 206 below;
h. Each of Purchaser’s representations and warranties set forth in Section 508 shall be true and correct in all material respects as of the Closing Date; i. The City will have approved the settlement statement prepared by Escrow Agent; and
j. Purchaser will not be in default hereunder, nor will there by any event or occurrence which with the passage of time or giving of notice or both would constitute such a default by the Purchaser.

2. Purchaser Closing Conditions . Purchaser at its option may terminate this Agreement if any condition set forth below is not satisfied or waived in writing by Purchaser within the times required by this Agreement:

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a. The City will have signed and deposited into Escrow the Grant Deed in recordable form;
b. Purchaser will have obtained approval of the Entitlements required for development of the Project on the Property from the City; c. The Title Company is prepared to issue the Purchaser Title Policy; d. All environmental actions and approvals required by law for the Project, including all actions and approvals required by California’s Environmental Quality Act, will have been granted;
e. The deposit into Escrow by City of all other documents reasonably required for the Close of Escrow contemplated by this Agreement; f. The City shall have deposited into Escrow the City’s share of Closing Costs as provided in paragraph 4 of Section 206 below;
g. Each of City’s representations and warranties set forth in Section 509 shall be true and correct in all material respects as of the Closing Date; h. Purchaser will have approved the settlement statement prepared by Escrow Agent; and
i. The City shall not be in default hereunder, nor shall there by any event or occurrence which with the passage of time or giving of notice or both would constitute such a default by the City.

Section 206 Escrow

1. Escrow Opening and Escrow Instruction. The City and Purchaser agree to open an escrow (“Escrow”) for the sale of the Property with the Escrow Agent , not later than the date required by the Schedule of Performance . This ARTICLE II constitutes the joint escrow instructions of City and Purchaser with respect to the disposition of the Property, and a duplicate original of this Agreement will be delivered to the Escr ow Agent upon the opening of Escrow hereunder. The City and Purchaser will provide additional escrow instructions mutually agreeable to both parties as may be necessary and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement and, upon indicating its acceptance of the provisions of this ARTICLE II in writing, will carry out its duties as Escrow Agent hereunder.

2. Recordable Instruments. Prior to the C lose of Escrow, City and Purchaser will execute and deliver to the Escrow Agent all documents required to be recorded hereunder, including but not limited to the Grant Deed and other recordable Closing Documents. The Escrow Agent will record such documents in accordance with these escrow instructions, and will buy, affix and cancel any transfer stamps required by applicable law, and pay any transfer tax required by law. Any insurance policies covering the Property or parts thereof are not to be transferred.

3. Purchaser’s Escrow Expenses . The Purchaser will pay in Escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Purchaser of the amount of such fees, charges, and costs, but not earlier than five (5) days prior to the Closing Date for the Close of Escrow:

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a. One-half (1/2) of the Escrow Agent’s customary charges for document drafting, recording, and miscellaneous charges;
b. The additional cost to obtain an extended coverage Owner’s Policy of title insurance and any additional endorsements desired by Purchaser; and c. Any required prorations of taxes, if applicable, from the time of the conveyance of title.

4. City’s Escrow Expenses. The City will pay the following fees, ch arges and costs promptly after the Escrow Agent has notified the City of the amount of such fees, charges and costs, but not earlier than five (5) days prior to the Closing Date for the Close of Escrow:
a. One-half (1/2) of the Escrow Agent’s customary charge s for document drafting, recording, and miscellaneous charges;
b. The cost of recording the Grant Deed and all other Closing D ocuments recorded at the Close of Escrow;
c. Any State, County, or City documentary stamps or transfer tax imposed in connection with the recording of the Grant Deed;
d. The cost of the Purchaser Title Policy;
e. Costs necessary to place the title in t he condition for conveyance required by this Agreement; and
f. Ad valorem taxes, if any, for any time prior to conveyance of title.

5. Deposit of Closing Documents. The City and Purchaser will timely and properly execute, acknowledge and deliver to Escrow the recordable Closing Documents and such other instruments as are reasonably necessary to close Escrow in accordance with the terms o f this ARTICLE II.

6. Escrow Agent Obligations. The Escrow Agent is authorized, after all conditions to Close of Escrow are satisfied, to:
a. Pay, and c harge the City and the Purchaser respectively, for any fees, charges and costs payable under this Section 206. The Escrow Agent shall notify the City and Purchaser of the fees, charges and costs as early as possible; b. When the conditions of the Escrow have been fulfilled by the City and Purchaser and the Escrow Agent has received authorization to close from all parties to this transaction, disburse funds deposited into Escrow to the parties entitled thereto, in accordance with a settlement statement approve d by City and Purchaser, including without limitation provisions for the payment of the Broker’s Commission required by Section 207 of this Agreement, and record and cause to be delivered the recordable documents to the parties entitled thereto.

7. Escrow Account. All funds deposited into this Escrow shall be held by the Escrow Agent with other escrow funds of the Escrow Agent in an interest-bearing general escrow account or accounts with any state or national bank acceptable to Purchaser and City doing business in the State of California, with interest accruing for the benefit of the depositing party. Such funds may Purchase and Sale Agreement Agreement No. A-7575
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be transferred to any other such general escrow account or accounts upon similar conditions. All disbursements shall be made on the basis of a thirty (30) day month.

8. Termination of Escrow.
a. If this Escrow is not in condition to close by the Closing Date either party who has fully performed the acts to be performed by it before the conveyance of title may, in writing, terminate this Agreement after sixty (60) days’ notice to the other party, and demand the return of its money, papers, or documents. Thereupon all rights, liabilities, duties and obligations of the parties under this Agreement will be as provided in Section 409 and Section 410 of this Agreement, respectively.
b. No termination or demand for return will be recognized until sixty (60) days after the Escrow Agent shall have mailed copies of such demand to the other party at the address of its principal place of business. If any objections are raised within the sixty (60) day period, the Escrow Agent is authorized to hold all money, papers and documents until instructed by mutual agreement of the parties or upon failure thereof by a court of competent jurisdiction. The Escrow Agent will not be obligated to return any such money, papers or documents except upon the written instructions of both the City and Purchaser, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction.

9. Amendments to Escrow Instructions. Any amendment to these escrow instructions must be in writing and signed by both City and Purchaser. At the time of an amendment the Escrow Agent will agree to carry out its duties as Escrow Agent under such amendment.

10. Communications From Escrow Agent . All communications from the Escrow Agent to the City or Purchaser will be directed to the addresses and in the manner established in Section 502 of this Agreement for notices, demands, and communications between the City and the Purchaser.

11. Escrow Agent’s Liability. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upo n it under Section 205 through Section 215, inclusive, and Section 219 of this Agreement.

Section 207 Real Estate Commissions; Brokerage Fees; Participation Payments City shall pay the Broker’s Commission to Craig Peters and Richard Ramirez at CBRE , Inc, solely from any funds actually received by the City at the Close of Escrow from the sale of the Property to Purchaser, in accordance with this Agreement. City and Purchaser each represent and warrant that they have engaged no other broker, agent, or finder in connection with this transaction and Purchaser agrees to hold the City harmless and defend and indemnify the City from any claim by any broker, agent, or finder relating to the Property or this transaction other than the Broker’s Commission.

Purchaser shall make the following participation payments to the City as follows: (i) $.25 per building square foot within 30 business days of issuance of buil ding permit on a per building basis; and (ii) $ .25 per building square foot within 30 business days of issuance of certificate of occupancy on a per building basis.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

The provisions of this Section 207 shall survive the termination of this Agreement and the Close of Escrow.

Section 208 Limited Obligation.

The City’s obligation to pay any costs in connection with this Agreement is a limited obligation of the City payable exclusively from funds held by or payable to the City. Nothing contained herein will be construed to create any obligation payable from the City of Palmdale’s general fund.

Section 209 Transfer of Title and Delivery of Possession

1. Conveyance to Purchaser of title to the Property in accordance with the provisions of ARTICLE II of this Agreement will be completed on or before the Closing Date.

2. The City and Purchaser agree to perform all acts necessary for the Close of Escrow to occur on or before the Closing Date in accordance with the provisions of this Agreement.

3. Possession of the Property will be delivered to the Purchaser concurrently with the closing of Escrow. The Purchaser will accept fee title and possession of the Property at the Close of Escrow.

Section 210 Form of Grant Deed
The City will convey to the Purchaser fee title to the Property pursuant to the Grant Deed attached hereto as Attachment No. 4 and incorporated herein by this reference.

Section 211 Condition of Title
The City will convey to the Purchaser good and marketable fee simple title to the Property free and clear of all recorded liens, encumbrances, covenants, conditions, restrictions, assessments, easements, leases and taxes, except those which are set forth in this Agreem ent or which are otherwise reasonably acceptable to Purchaser; provided, however, that Purchaser will not be required to accept the conveyance if title is subject to covenants, conditions, restrictions or equitable servitudes that prohibit the development of the Project.

Section 212 Time for Delivery of Closing Documents
The City and Purchaser will deposit the Grant Deed for the Property, duly executed by the City, acknowledged and in recordable form, and all other Closing Documents, in recordable form as applicable, with the Escrow Agent at least three days before the Closing Date.

Section 213 Recordation of Grant Deed
Concurrently with the conveyance of the Property to Purchaser, the Escrow Agent will file the Grant Deed for recordation among the land records in the Office of the County Recorder for Los Angeles County. Recordation of the Grant Deed will constitute conveyance of title and delivery of possession of the Property to the Purchaser.

Section 214 Title Insurance
Concurrent with the recording of the Grant Deed (and as a condition precedent thereto) , the City shall cause the Title Company to issue the a CLTA title insurance policy (the “Purchaser Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Title Policy”), insuring that the title to the Property is vested in Purchaser in the condition required by Section 211 of this Agreement. The Title Company will provide the Purchaser Title Policy in the amount of the Purchase Price for the Property effective as of the Closing Date.

The City will pay the cost of the Purchaser Title Insurance Policy only to the extent of a standard coverage CLTA title insurance policy on the Property in the amount of the Purchase Price.

If the Purchaser desires to receive an ALTA policy insuring title to the Property, then the Purchaser shall pay for the difference in cost over and above a CLTA policy insuring title to the Property Section 215 Taxes and Assessments
Ad valorem taxes and assessments, if any, on the Property and taxes upon this Agreement or any rights hereund er, if any, levied, assessed, or imposed for any period prior to the Close of Escrow, will be borne by the City. All such ad valorem taxes and assessments levied or imposed for any period after the Close of Escrow will be paid by Purchaser.

Section 216 Occupants of the Property
The Property shall be conveyed free of any possession or right of possession or use except that of Purchaser.

Section 217 Evidence of Financing
Within the time established in the Schedule of Performance (Attachment No. 3), the Purchaser shall submit to the City evidence reasonably satisfactory to the City Manager or designee that the Purchaser has obtained firm and binding commitments for financin g which are sufficient for the acquisition , construction and development of the Property in accordance with this Agreement (“Evidence of Financing”).

The Purchaser’s submission of the Evidence of Financing shall include:

1. Unless the equity funding referred to in Section 217.3 below, either alone or in combination with other funds available to Purchaser at Closing, is sufficient to provide for the funding of the Project, a copy of the commitment or commitments obtained by the Purchaser for a Purchaser construction financing loan to assist in financing the cost of the acquisition, construction and development of the Project in accordance with this Agreement, certified by the Purchaser to be a true and correct copy or copies thereof. The commitment for financing shall be in such form and content acceptable to the City as reasonably evidences a firm commitment normally issued by an institutional lender.

2. Copies of the Purchaser’s proposed construction loan documents, if applic able, including but not limited to the loan agreement, guarantee, if any, note and trust deed.

3. Documentary evidence satisfactory to the City of sources of equity capital, and/or other funds available to Purchaser at the Close of Escrow sufficient to de monstrate that the Purchaser has adequate funds legally committed to cover the difference, if any, between acquisition, construction and development costs minus any construction financing to be obtained by Purchaser.

The City Manager or designee shall approve or disapprove such submission of Evidence of Financing within the time established in the Schedule of Performance. Such approval shall not Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

be unreasonably withheld, conditioned or delayed. If the City shall disapprove any such evidence of financing, the City shall do so by written notice to the Purchaser stating the reasons for such disapproval.

Section 218 Exclusive Negotiations for Phase II, Phase III, and Phase IV Subject to the conditions precedent set forth in Section 219 of this Agreement, City and Purchaser shall enter into exclusive good faith negotiations for a period of 180 days for the sale by City to Purchaser and the acquisition and development by Purchaser of those parcels of real property designated on the Site Map (Attachment No. 1) as Phase II, Phase III, and Phase IV.

Such exclusive good faith negotiations shall commence for each of Phase II, Phase III, and Phase IV at the times the conditions precedent for each phase set forth in Section 219 below have been satisfied. In the event such conditions precedent for the Phase II negotiations , Phase III negotiations and/or the Phase IV negotiations have not been satisfied on or before the third (3 rd) anniversary of the conveyance to Purchaser of the prior phase of pr operty, then the City shall be released from its obligations under this Agreement to negotiate with Purchaser for that phase and any subsequent phase of property, and the City shall be free to market for sale, negotiate with and/or sell such subsequent pha se or phases of property to any third party, notwithstanding any provision of this Agreement to the contrary. The City Manager may at the sole discretion of the City Manager extend the third (3rd) anniversary time period set forth in the immediately preceding sentence for up to an additional one (1) year period providing the Purchaser has shown good faith and diligent efforts to satisfy the applicable conditions precedent.

Such negotiations shall include the following parameters:
a. A purchase price for Ph ase II of Eleven Million Two Hundred Thirty -Eight Thousand Four Hundred and Eighty Dollars ($11,238,480.00), based on $3.00 per square foot of land to be conveyed and Phase II being eighty-six (86) acres in size, subject to survey adjustment as provided herein for Phase I; and a purchase price for Phase III of Fourteen Million Forty-Eight Thousand One Hundred Dollars ($14,048,100.00) based on $3.75 per square foot of land to be conveyed and Phase III being eighty -six (86) acres in size, subject to survey adjustment as provided herein for Phase I . The Phase IV price shall be negotiated between the parties during the negotiation period.
b. The purchase and sale agreement for the phase involved to be comparable to the provisions of this Agreement.
c. The southern boundary of the Phase II and Phase III property shall be subject to adjustment as required by the City to accommodate City plans for public improvements and infrastructure in the vicinity. The boundaries of the Phase IV property shall similarly be subject to adjustment by the City to accommodate City plans for public improvements and infrastructure.
d. A Broker’s Commission shall be included in any purchase and sale agreement for Phase II and Phase III comparable to the provisions of this Agreement , in the amount of Three Hundred Thirty-Seven Thousand One Hundred and Fifty -Four Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Dollars and Forty Cents ($337 ,154.40) for Phase II, based on 3.00 % of the P hase II purchase price; and in the amount of Four Hundred Twenty-One Thousand Four Hundred and Thirty-Three Dollars ($421,433.00) for Phase III, based on 3.00% of the Phase III purchase price.
e. The City’s payment under the second paragraph of Section 207 shall be applied to Phase II, Phase III, and Phase IV.
f. Minimum initial and total development square footage requirements and associated timelines would apply to Phase II , III, and IV similar to Schedule of Performance and as referred to in the Scope of Development.

The provisions of this Section 218 are intended as a preliminary outline of the general business terms of potential purchase and sale transactions for the Phase II, Phase III, and Phase IV property and are express ly subject to the execution of binding purchase and sale a greements mutually acceptable to City and Purchaser which will contain more detailed terms and provisions.

The approval of such agreement or agreements shall be required to be considered by the City Council in the manner required by law. Nothing in this Agreement is intended to create any liability or obligation of any kind which is legally binding upon o r enforceable against Purchaser or City except for the duty to negotiate exclusively in good faith subject to the conditions precedent and enumerated negotiation parameters of this Section 218.

Section 219 Pre-Conditions to Exclusive Negotiations; Termination The duty of the City to enter into the exclusive good faith negotiations required by Section 218 shall be subject to the following conditions precedent:

As to Phase II:
a. The Purchaser shall not be in default under the terms and conditions of this Agreement nor under the covenants of the Grant Deed.
b. Purchaser has complied with Close of Escrow, commencement and Completion of initial and total construction deadlines for the Project.

As to Phase III:
a. The Purchaser shall not be in default under the terms and conditions of the Purchase and Sale Agreement entered into between City and Purchaser for the Phase II property, nor under the covenants of the Grant Deed conveying Phase II to the Purchaser.
b. Purchaser has complied with Close of Escrow, commencement and Completion of initial and total construction deadlines for the Phase II Project.

As to Phase IV:
a. The Purchaser shall not be in default under the terms and conditions of the Purchase and Sale Agreement entered into between City and Purchaser for the Phase III property, nor under the covenants of the Grant Deed conveying Phase III to the Purchaser.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

b. Purchaser has complied with Close of Escrow, commencement and Completion of initial and total construction deadlines for the Phase III Project.

Section 220 Good Faith Obligations of the City and Purchaser re Phase II, Phase III, and Phase IV
Subject to the preconditions set forth in Section 219 , City agrees to deal only with Purchaser in connection with the proposed transaction s for the Phase II , Phase III, and Phase IV properties, and agrees not to market any portion of the Property for sale so long as the City has an obligation to negotiate exclusively with Purchaser.

Section 221 Release of Construction Covenants
a. Promptly after Completion of the i mprovements, as generally and specifically required by this Agreement , the Scope of Development, and plans approved by the City for the Project, the City will furnish Purchaser with a Release of Construction Covenants upon written request therefor by Purchaser certifying that Purchaser has completed its construction obligations hereunder. The City will not unreasonably withhold such Release of Construction Covenants and such Release of Construction Covenants will be issued so long as Purchaser has Completed the construction and development of the Project substantially in accordance with this Agreement, the Scope of Development, and the City-approved plans. Such Release of Construction Covenants will be, and will so state, conclusive determination o f satisfactory Completion of the construction required by this Agreement.
b. The Release of Construction Covenants will be in such form as to permit it to be recorded in the Recorder’s Office of Los Angeles County. c. If the City refuses or fails to furnish a Release of Construction Covenants after written request from Purchaser, the City will, within ten (10) days of the written request, provide Purchaser with a written statement of the reasons the City refused or failed to furnish a Release of Construction Covenants. The statement will also contain the City’s opinion of the action Purchaser must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate availability of specific items or materials for landscaping, and/or minor items, the City will issue its Release of Construction Covenants upon the posting by Purchaser with the City of a bond in form and substance reasonably acceptable to the City Manager in an amount representing a fair value of the work not yet completed. d. The Release of Construction Covenants is not a notice of completion under Section 3093 of the California Civil Code, provided that the City acknowledges Purchaser’s right to record a Notice of Completion in accordance with applicable law. e. A partial Release of Construction Covenants may be issued by the City for a portion of the Property comprising a significant portion of the Project, where reasonably required by Purchaser for financing or City-approved disposition purposes.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

ARTICLE III. PURCHASER’S DEVELOPMENT AND USE OBLIGATIONS Section 301 Project Development
a. City Plans and Permits . Purchaser shall construct and develop the Project in accordance with the Scope of Development (Attachment No. 6) and within the limitations and requirements established in the specific plan and other plans approved by, and permits issued by, the City of Palmdale within the times required by the Schedule of Performance . It is Purchaser’s responsibility, without cost to the City, to ensure that zoning of the Property and all applicable City specific plan and land use requirements, subdivision, lot line adjustment, and other required development approvals will be such as to permit development of the Property and construction , operation and maintenance of the Project. Purchaser shall act diligently and in good faith to obtain approval of all Entitlements and permits for the Project and commence construction after the Close of Escrow in accordance with the times required by the Schedule of Performance. Purchaser shall diligently prosecute the construction of the Project to Completion within the times set forth in the Schedule of Performance.
b. City Powers and Authority. Nothing in this Agreement shall be deemed to waive, limit or condition in any way the police power and authority of the City of Palmdale. Nothing contained herein will be deemed to entitle Purchaser to any City of Palmdale Entitlement or other City approva l necessary for the construction and development of the Property, or waive any applicable governmental requirements relating thereto. This Agreement does not (a) grant any land use entitlement to Purchaser, (b) supersede, nullify or amend any condition which may be imposed by the City of Palmdale in connection with approval of the Project, (c) guarantee to Purchaser or any other party any profits from the development of the Property, or (d) amend any City laws, codes or rules. This is not a Development Agr eement as provided in Government Code Section 65864. City retains full discretion under this Agreement to independently determine compliance with any California Environmental Quality Act (“CEQA”) requirements the City deems applicable to any proposed use of the Property. City shall retain the absolute discretion to impose mitigation measures, require modifications to the proposed Project, consider alternative uses of the Property, and to ultimately disapprove of the Project or any other propose use. c. CEQA. Purchaser wi ll be solely responsible for paying any and all costs and expenses associated with the City’s compliance with applicable CEQA requirements (including, without limitation, any required Environmental Impact Report and/or other required environmental documents). Purchaser will respond fully and in a timely manner to requests for information from the City and any of its consultants. The sale of the Property is conditioned on the City’s determination to approve the necessary Entitlements for the Project after compliance with CEQA and in consideration of the results of the environmental review process required by CEQA.

Purchaser must not undertake or unconditionally commit any funds to physical or choice-limiting actions, including property acquis ition, demolition, movement, rehabilitation, conversion, repair or construction prior to the environmental clearance.
d. Cost of Construction.

All costs and expenses of constructing and developing the Property and constructing the Project, including without limitation all public and private improvements, all work required by the Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

conditions of approval of the Entitlements and plans for the Project by the City, and all on and off site public and private improvements, utilities and infrastructure, shall be the sole responsibility and obligation of Purchaser.

Section 302 Compliance With Law
Purchaser hereby agrees to carry out development, construction and operation of the Project, including, without limitation, any and all public works (as defined by applicable law), in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including any requirement to pay state p revailing wages that may be applicable ). Purchaser shall indemnify, protect, defend and hold harmless City and City and their respective officers, officials, employees, contractors and agents, with counsel reasonably acceptable to City and City, from and against any and all loss, liability, damage, claim, cost, expense, and/or “increased costs” (including labor costs, penalties, reasonable attorneys’ fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction and/or operation of the Project results or arises in any way from the noncompliance by Purchaser of any applicable local, state and/or federal law, including, without limitation, any applicable federal and/or state labor laws. The foregoing defense and indemnification obligations will survive termination of this Agreement and the Close of Escrow and will continue after the City of Palmdale issues a permanent Certificate of Occupancy for all portions of the Project.

Section 303 Uses
Purchaser covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or a ny part thereof) that Purchaser and its successors and assigns to all or any portion of the Property, or any interest therein, shall use the Property as follows:
a. Purchaser shall develop the Property as required by this Agreement, the Scope of Development (Attachment No. 6), and the Entitlements and plans approved for the Project by the City, including without limitation minimum square footage requirem ents for initial and total development of the Project as set forth in the Scope of Development, within the times required by the Schedule of Performance (Attachment No. 3).
b. For a period of 50 years, commencing as of the Closing Date, Purchaser shall devote the Property to the uses contemplated by this Agreement, the Scope of Development (Attachment No. 6), and the Entitlements and plans approved for the Project by the City. c. Purchaser shall from time to time pay to the City any amounts that may be due to the City under the second paragraph of Section 207 of this Agreement Section 304 Maintenance of the Property
Purchaser covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Purchase r, its successors and assig ns to all or any portion of the Property, or any interest therein, shall maintain (or cause the o ccupants to maintain) the interior and exterior of the improvements and the landscaping on the Property as required under the City Municipal Code, as shown on the Entitlements and plans approved by the City for the Project and otherwise in a manner consistent with community standards for similar projects in the City (collectively, the “Maintenance Standards”), including the following:

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

a. Exterior Maintenance. All exterior, painted surfaces of any structures located on the Property will be maintained at all times in a clean and presentable manner. b. Front and Side Exteriors. Purchaser will, at all times, maintain the fron t exterior and any visible side exteriors and yards, if any, in a clean, safe and presentable manner. c. Graffiti Removal. All graffiti, and substantial defacement of any type, including symbols, words and pictures, will be removed from the Property and any necessary painting or repair completed within a reasonable time, but in no event more than one (1) week after notice to Purchaser from City.
d. Landscaping. All landscaping surrounding the Property will be maintained in a manner consistent with the Maintenance Standards and any specific rules, regulations and standards adopted pursuant to the City’s Municipal Code or the approved Entitlements and plans. e. Restoration of Damaged Improvements. For a period of 50 years, commencing as of the Closing Date, if all or any portion of the Property or the Improvements thereon is damaged or destroyed by fire or other casualty, it will be the duty of Purchaser to take appropriate actions to restore the Property in a timely manner to restore it to a condition compliant with the Maintenance Standards. Petitioner may elect to rebuild, repair, or reconstruct the Property, but shall not be required to do.
f. Variance in Exterior Appearance and Design. If the Property is damaged or destroyed by casualty, Purchaser may not reconstruct, rebuild or repair the Property in a manner which will provide materially different exterior appearance and lot design from that which existed prior to the date of the casualty without the prior written consent of City. h. Inspection. Prior to Completion of construction, City shall have the right to conduct periodic inspections of the Property to confirm compliance with the foregoing maintenance obligations; provided that City shall provide not less than ten (10) days prior notice of such inspections, and all such inspections shall be conducted subject to, and in a manner so as to minimize any adverse impact on, the rights of the occupants. If City, in the reasonable discretion of the City Manager, determines that Purchaser has failed to maintain the Property, City, or its designee, on thirty (30) days prior written notice of any noted code violations and maintenance deficiencies (collectively, the “Deficiencies”), will have the right, but not the obligation, to enter the Property, correct any Deficiency not repaired or remediated by Purchaser or its agents within such 30 -day period, and hold Purchaser responsible for the reasonable cost thereof. Any reasonable costs incurred by the City to cure any such Deficiency, until paid, will constitute a lien on the Property pursuant to Civil Code Section 2881. This right of inspection shall extend only to portions of the Property for which Completion has not yet occurred.

Section 305 Obligation to Refrain from Discrimination
Purchaser covenants and agrees (for itself, its successors, its assigns, and every successor in interest to the Property or any part thereof) that Purchaser, its successors and assigns will refrain from restricting the rental, sale or lease of the property on the basis of s ex, sexual orientation, Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

marital status, race, color, creed, religion, ancestry, national origin of any person or any other basis prohibited by applicable law.

Section 306 Effect and Duration of Covenants
The covenants established in this Agreement will, without regard to technical classification and designation, be binding on Purchaser and any successor in interest to the Property or any part thereof or any interest therein for the benefit and in favor of the City, its successors and assigns.

The covenants will remain in effect for the respective time periods set forth in this Agreement and in the Grant Deed. The covenants relating to construction in Section 303(a) will remain in effect until the issuance by the City of the Release of Construction Covenants. The covenants related to use of the Property in Section 303(b) will remain in effect for a period of 50 years following the Closing Date. The covenants again st discrimination in Section 305 will remain in effect in perpetuity.

Section 307 Effect of Violation of the Terms and Provisions of this Agreement The City is deemed to be a beneficiary of the terms and provisions of this Agreement and the covenants herein and in the Grant Deed (Attachment No. 4), both for and in its own right and for the purposes of protecting the inte rests of the community and other parties, public or private , regardless of whether the City continues to own any property in the vicinity of the Property.

ARTICLE IV. DEFAULTS, REMEDIES AND TERMINATION
Section 401 Defaults – General

1. Subject to the provisions set forth in Section 510, failure or material delay by either party to perform any material term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immed iately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with in the times required by this Agreement.

2. The non-defaulting party will give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice is not a waiver of any default, nor will it change the time of default. Any failure or delay by either party in asserting any of its rights or remedies as to any de fault, is not a waiver of any default, or of any such rights or remedies, nor will it deprive such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

3. The cure period for defaults under this Agreement involving the breach of an obligation to pay money will expire ten (10) calendar days following the giving of written notice of default.

4. Except where a different cure period is expressly prescribed under this Agreement, the cure period for defaults under this Agreement other than the breach of an obligation to pay money will begin on the date the nondefaulting party gives written notice of default, and will expire upon the thirtieth (30th) calendar day following the giving of the notice of default (or, with respect to a default which by its nature cannot with due diligence be cured within a 30 day period, the ninetieth (90th) day following the giving of the notice of default).

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Section 402 Specific Performance
If either party defaults with regard to any of the provisions of this Agreement, subject to the notice and cure provisions of Section 401, the non-defaulting party, at its option, may, after such notice and opportunity to cure (but not before) commence an action for specific performance of the terms of this Agreement pertaining to such default.

Section 403 Anti-Flipping
If Purchaser sells, transfers, conveys or assigns any part of the Property or buildings or structures thereon in violation of this Agreement, the City will be entitled to increase the Purchase Price paid by Purchaser by the amount that the consideration payable for such sale, transfer, conveyance or assignment exceeds the Purchase Price paid by Purchaser plus the cost of improvements and development incurred by P urchaser, including carrying charges and costs related thereto (the “Excess Consideration”). The Excess Consideration will belong and be paid to the City and until paid, the City will have a lien on the Property for such amount. This prohibition will not be deemed to prevent the granting of easements or permits to facilitate the development of the Project. This Section 403 shall not apply to the sale, transfer, conveyance, or assignment of any part of the Property after issuance by the City of the Release of Construction Covenants, nor to the sale, transfer, conveyance, or assignment of any portion of the Property for which the City has issued a partial Release of Construction Covenants.

Section 404 Power of Termination

1. The City will have the right, thirty (30) days after concurrently delivering to Purchaser and recording in the official records of Los Angeles County a notice of its exercise of the power of termination retained by the City, to reenter and take possession of the Property with all improvements thereon, and revest in the City the estate theretofore conveyed by the Grant Deed if, after the City gives the notice required by Section 401 of this Agreement and the applicable cure period in Section 401 of this Agreement has expired, Purchaser or its successors or assigns, in violation of this Agreement or the Grant Deed:
a. Fails to commence con struction of the improvements for the Property or for any portion of the Project as and when required by this Agreement; or b. Abandons or substantially suspends construction of the improvements for the Property or for any portion of the Project.
c. Fails to complete construction of the improvements for the Property or for any portion of the Project as and when required by this Agreement.

The obligations of Purchaser specified in cl auses a. through c. above are covenants or conditions running with the land, the breach of which will cause the fee to revert to the City under the circumstances specified herein. The rights established in this Section 404 are to be interpreted in light of the fact that the City is conveying the Property to Purchaser for development and not for speculation in undeveloped land. The City and Purchaser acknowledge and agree that the City’s rights under this Section 404 are authorized by applicable law, including but not limited to Sections 885.010 through Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

885.070 of the California Civil Code. The right of the City to exercise the remedies provided in this Section 404 shall not apply to the Property after issuance by the City of the Release of Construction Covenants, nor to any portion of the Property for which the City has issued a partial Release of Construction Covenants. Such right to reenter and repossess will be subject to and limited by, and will not defeat, render invalid or limit:
a. Any bona fide mortgage, deed of trust or other security instrument of sale and leaseback or other conveyance for financing, provided that such mortgage, deed of trust, security instrument, sale and leaseback or conveyance for financing is permitted by and obtained in accordance with this Agreement; and
b. Any rights or interest provided in this Agreement for the protection of the holder of such bona fide, permitted mortgages, deeds of trust or other security instruments, the lessor under such sale and leaseback, or the grantee under such other conveyance for financing.

2. Upon the revesting in the City of title to the Property as provided in Paragraph 1 of this Section 404, the City will, pursuant to its responsibilities under state law, use its reasonable best efforts to resell the Property as soon as possible and in such manner as the City finds feasible and consistent with the objectives of the law and the best interests of the City , to a qualified and responsible party or parties (as determined by the City), who will assume the obligation of making or completing the improvements required by this Agreement or such other improvements in their stead as are reasonably satisfactory to the City and in accordance with the uses specified for the Property by applicable laws, code sections, ordinances, resolutions or regulations of the City. Upon such resale of the Property, the proceeds thereof will be applied as follows:
a. First, to reimburse the City for all costs and expenses incident to such sale and/or conveyance; all taxes, assessments and water and sewer charges with respect thereto; any payments made, or necessary to be made, to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Purchaser, its successors or transferees; expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Property; and amounts otherwise owing to the City by Purchaser or its successors or transferees; and
b. Second, to reimburse Purchaser, its successors or transferees up to an amount equal to the sum of: (a) the purchase price paid to the City by Purchaser for the Property; and (b) costs incurred for the development of the Property, and for the improvements existing thereon at the time of reentry and repossession; less (c) gains or income withdrawn or made by Purchaser, its successors or assigns therefrom or from the improvements thereon.
c. Any balance remaining after such reimbursements will be retained by the City as its property.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Section 405 Remedies Not Exclusive
Except as set forth herein to the contrary, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in or by statute or otherwise, and the election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies.

Notwithstanding anything to the contrary in this Agreement and for purposes of clarification, however, City’s remedy in the event of any default by Purchaser prior to the deposit by Purchaser of the Additional Deposit in accordance with Section 204 of this Agreement shall be limited to retention of the Good Faith Deposit and an additional FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). City’s remedy in the event of any default by Purchaser prior to the Close of Escrow and after to the deposit by Purchaser of the Additional Deposit shall be limited to retention of the Good Faith Deposit and Additional Deposit and an additional TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00).

Section 406 Institution of Legal Actions
Subject to the notice and cure provisions of Section 401, in addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Sup erior Court of the County of Los Angeles, State of California, in any other appropriate court of that county, or in the United States District Court for the Central District of California.

Section 407 Acceptance of Service of Process

1. If any legal action is commenced b y the Purchaser against the City, service of process on the City shall be made by personal service upon the City Manager or in such other manner as may be provided by law.

2. If any legal action is commenced by the City against the Purchaser, service of process on the Purchaser shall be made by personal service upon the Purchaser (or upon an officer of Purchaser) and will be valid whether made within or without the State of California, or in such manner as may be provided by law.

Section 408 Applicable Law
The laws of the State of California shall govern the interpretation and enforcement of this Agreement.

Section 409 Termination by City Before Close of Escrow

1. Prior to the Close of Escrow, the City, at its option, may terminate this Agreement, by providing written notice to Purchaser, if in violation of this Agre ement, following delivery of notice and expiration of the specified cure period:
a. Purchaser (or any approved successor in interest) assigns or purports to assign this Agreement or any right therein, or any interest in the Property or any portion thereof or Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

any of the improvements thereon, contrary to any provision in this Agreement, and Purchaser fails to remedy such failure within thirty (30) days after receiving written notice from the City; or b. Purchaser fails to deliver the Good Faith Deposit, the Additional Deposit, the Purchase Price, and any documents required by this Agreement by the dates provided in this Agreement, and Purchaser fails to remedy such failure within ten (10) days after receiving written notice from the City; or
c. Purchaser fails to take title to the Property or any portion thereof pursuant to the Grant Deed upon a tender of conveyance by the City pursuant to this Agreement , and Purchaser fails to remedy such failure within ten (10) days after receiving written notice from the City; or
d. Purchaser breaches this Agreement in any other material respect , and Purchaser fails to remedy such failure within thirty (30) days after receiving written notice from the City.

2. If any default or failure referred to in this Section 409 is not cured by Purchaser within the cure period specified, then this Agreement and any rights of Purchaser, or any approved assignee or transferee, in this Agreement, or arising therefrom with respect to the City and all unconveyed portions of the Property, will at the option of the City, be terminated by the City by written notice to the Purchaser.

Section 410 Termination by Purchaser Before Close of Escrow

1. Prior to the Close of Escrow, the Purchaser, at its option, may terminate this Agreement, by providing written notice to the City, in the event that:
a. City fails to tender conveyance or possess ion of the Property to Purchaser in the manner and condition, and by the date provided in this Agreement, and City fails to remedy such failure within ten (10) days after receiving written notice from Purchaser. b. City fails to timely perform any other mater ial obligation of the City as required under this Agreement and such failure is not remedied within thirty (30) days after receiving written notice from Purchaser; or
c. The Purchaser, despite its diligent and good faith best efforts, is unable to obtain appr oval by the City or another permitting agency of any Entitlements needed for the development of the Project under this Agreement prior to the Closing Date; or d. City adopts or imposes prior to the Close of Escrow any requirem ent or limitation which prohibits Purchaser from constructing and subsequently opening and operating the Project and such requirement or limitation is not removed within thirty (30) days after receiving written notice from Purchaser.

2. If Purchaser terminates this Agreement pursuant to this Section 410, neither the City nor Purchaser shall have any further rights against or liability to the other under this Agreement, other than the provisions which by their terms survive termination, and this Agreement will be terminated in its entirety.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

ARTICLE V. GENERAL PROVISIONS
Section 501 Indemnification and Insurance

1. Purchaser shall indemnify, protect, defend and hold harmless the City and its elected and appointed officials, officers, employees, agents, contractors and consultants (individually and collectively, the “ Indemnitees”) from and against any and all claims, lawsuits, judgments, liability, injury or damage resulting or arising from or in any way connected to the Project or this Agreement, including without limitation any claims that may arise from the California Environmental Quality Act. This indemnity shall include without limitation associated and reasonably incurred attorneys’ fees and court and litigation costs arising out of the defense of any such claims and/or lawsuits, and actual attorneys’ fees and court and litigation costs that may be awarded by the court and required to be paid by the Indemnitees. Purchaser will not be responsible for any liability, loss, damage, cost, or expense (including reasonable attorney’s fees and court costs) to the extent arising or resulting from the gross negligence or willful misconduct of the Indemnitees. The City shall have the sole discretion to select legal counsel to represent their legal interests in the defense of any such lawsuits, claims or other actions filed against them.

2. Effective upon the Close of Escrow, Purchaser agrees to indemnify, protect, defend and hold the Indemnitees harmless from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements, or expe nses (including, without limitation, attorneys’ and experts ’ fees and disbursements) of any kind or of any nature whatsoever (collectively, the “ Obligations”) which may at any time be imposed upon, incurred by or asserted or awarded against the City and arising from (i) the construction and development of the Project by Purchaser or its officers, employees, contractors or agents and/or (ii) the presence of any Hazardous Substances on, in, under, or affecting all or any portion of the Property or any surroun ding areas but only if and to the extent such Obligations arise from Purchaser’s actions or inaction . Prior to the Close of Escrow, Purchaser will execute and deposit with the City the Environmental Indemnity attached to th is Agreement as Attachment No. 5.

3. Insurance
a. Prior to Close of Escrow , Purchaser must furnish or cause to be furnished to the City evidence of the following policies of insurance t o be effective as of the Close of Escrow .

Evidence of insurance must include additional insured endorsements naming the City as additional insured and including a primary insurance and waiver of contribution clause, a separation of insureds clause and a cancellation notice clause, in the form provided by the City. (i) Fire Policies : Purchaser must maintain o r cause to be maintained a policy or policies of insurance against loss or damage to the Property or the improvements and all property of an insurable nature located upon the Property, resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended coverage fire insurance policies. Such insurance must be maintained in an amount not less than one hundred percent (100%) of the full insurable value of the improvements, as defined herein in paragraph c.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

(ii) Liability Insurance : Purchaser must maintain or cause to be maintained public liability insurance, to protect against loss from liability imposed by law for damages on account of personal injury, including death therefrom, suffered or alleged to be suffered by any person or persons whomsoever on or about the Property and the business of the Purchaser on the Property, the construction and development of the Project or in connection with the operation th ereof, resulting directly or indirectly from any acts or activities of Purchaser or its invitees, contractors and agents, or any person acting for Purchaser, or under its respective control or direction, and also to protect against loss from liability impo sed by law for damages to any property of any person occurring on or about the Property, or in connection with the operation thereof, caused directly or indirectly by or from acts or activities of Purchaser or its invitees, or any person acting for Purchaser, or under its control or direction. Such property damage and personal injury insurance must also provide for and protect City against incurring any legal cost in defend ing claims for alleged loss. Such personal injury and property damage insurance must be maintained in full force and effect during the term of the City Acquisition Loan in the following amounts: commercial general liability in a general aggregate amount of not less than Two Million Dollars ($2,000,000) in aggregate; and not less than O ne Million Dollars ($1,000,000) of bodily injury and property damage insurance. It is the mutual intent of the parties that the levels of insurance coverage described herein will be and remain comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County. At any time and from time to time, either party may provide notice to the other party that the level of insurance being maintained by Purchaser is no longer comparable to the level of insurance coverage that is customary with comparable operations in Los Angeles County, and request that the minimum limit hereinabove designated shall be increased accordingly. The party receiving such request will not unreasonably withhold its consent to such change. Purchaser agrees that provisions of this paragraph as to maintenance of insurance shall not be construed as limiting in any way the extent to which Purchaser may be held responsible for the indemnification of City or the payment of damages to persons or property resulting from Purchaser’s activities, activities of its invitees or the activities of any other person or persons for which Purchaser is otherwise responsible. To the extent available on commercially-reasonable terms, Purchaser will require its insurer to waive its subrogation rights against the City and must provide industry-standard endorsements evidencing same. (iii) Workers’ Compensation Insurance : Purchaser must maintain or cause to be maintained workers’ compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the workers’ compensation laws now in force in California, or any laws hereafter enacted as an amendment or supplement thereto or in lieu thereof. Such workers’ compensation insurance must cover all persons employed by Purchaser in connection with the Property and must cover liability within statutory limits for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death in connection with the Property or the operation thereof by Purchaser. Notwithstanding the forego- ing, Purchaser may, in compliance with the laws of the State of California and in lieu of maintaining such insurance, self-insure for workers’ compensation in which event Purchaser will deliver to City evidence that such self -insurance has been approved by the appropria te State authorities. If Purchaser is required to maintain Workers’ Compensation Insurance under this Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

paragraph, Purchaser must furnish the City with a certificate of waiver of subrogation under the terms of the Workers’ Compensation Insurance. Purchaser will require its general contractor to waive subrogation and require that its subcontractors waive subrogation to the extent that such a waiver is commercially available.
b. All policies hereunder must not be subject to cancellation, reduction in coverage, or non-renewal except after notice in writing has been sent by registered mail addressed to the City not less than 30 days in advance of the effective date, except for cancellation for nonpayment of premium, in which event notice must be given not less tha n ten days in advance of the effective date. All policies may name the City, Purchaser and/or any general contractor as insureds, additional insureds, and/or loss payable parties as their interests may appear. c. The term “full insurable value” means the actual replacement cost (excluding the cost of excavation, foundation and footings below the lowest floor and without dedu ction for depreciation) of the improvements on the Property immediately before such casualty or other loss, including the cost of construction, architectural and engineering fees, and inspection and supervi- sion. To ascertain the amount of coverage required, Purchaser will cause the full insurable value to be determined from time to time by appraisal by the insurer, by the insurer ’s automatic inflationary measure if acceptable to the Purchaser and the City, by agreement between Purchaser and City or by an appraiser mutually acceptable to City and Purchaser, not less often than once every year.
d. All insurance provided under this Section will be for the benefit of Purchaser and City. Purchaser agrees to timely pay all premiums for such insurance and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such ins urance. Purchaser agrees to submit policies of all insurance required by this Section, or certificates and endorsements evidencing the existence thereof, to City within 30 days prior to the Closing Date, indicating full coverage of the contractual liability imposed hereby.

Within thirty (30) days, if practicable, but in any event prior to expiration of any such policy, copies of renewal policies, or certificates evidencing the existence thereof, must be submitted to City. All insurance herein provided for under this Section must be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California, and reasonably approved by City.
e. If Purchaser fails or refuses to procure or maintain insurance as required by this Agreement, City will have the right, at City’s election, and upon thirty (3 0) days prior notice to Purchaser, to procure and maintain such insurance. The premiums paid by City will be treated as a loan, due from Purchaser, to be paid on the first day of the month following the date on which the premiums were paid. City will give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).

4. This Section 501 will survive the termination of this Agreement.

Section 502 Notices, Demands and Communications

1. Formal notices, demands and communications between the City and Purchaser will be deemed sufficiently given if personally delivered (including by means of professional messenger service), by registered or certified mail, postage prepaid, return receipt requested, or Purchase and Sale Agreement Agreement No. A-7575
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delivered by a national overnight courier service to the principal offices of the City and Purchaser.

Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by written notice.

2. All notices, demands and communications shall be sent to the following addresses:

If to Purchaser:

Covington Investments, LLC
14180 Dallas Parkway, Suite 730
Dallas, Texas 75254
Attention: Kenneth Sheer
With a copy to:

John A. Ramirez
Rutan & Tucker
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
If to City:

City of Palmdale
38300 North Sierra Highway
Palmdale, California 93550
Attention: J.J. Murphy
With a copy to:

City Attorney’s Office
City of Palmdale
38300 North Sierra Highway
Palmdale, California 93550
Attention: Christopher Beck
And a copy to:

Kane Ballmer & Berkman
515 S. Figueroa Ave., Suite 780
Los Angeles, California 90071
Attention: Murray Kane
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Section 503 Joint and Several Liability
If Purchaser consists of more than one person or entity, their obligations and liability will be joint and several, and the compromise of any claim with, or the release of, any Purchaser will not constitute a compromise with, or a release of, any other Purchaser. The act or signature of, or notice from or to, any one or more of Purchaser with respect to this Agreement will be binding upon each and all of the persons and entities executing this Agreement as Purchaser with the same force and effect as if each and all of them had so acted or signed, or given or received such notice.

Section 504 Nonliability of City and City Officials and Employees No member, official or employee of the City will be personally liable to Purchaser, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to Purchaser or its successor, or on any obligation under the terms of this Agreement.

Section 505 Conflicts of Interest

1. No member, official or employee of the City may have any personal interest, direct or indirect, in this Agreement nor may any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested.

2. Purchaser warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement.

Section 506 No Third Party Beneficiaries
This Agreement is made solely and specifically between the City and Purchaser and their respective successors and assigns; and no other person will have any rights, interest or claims under this Agreement or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

Section 507 Time of the Essence
The City and Purchaser agree that time is of the essence for the performance of any obligation of any party to this Agreement.

Section 508 Purchaser’s Representations
The Purchaser hereby represents and warrants the following to City for the purpose of inducing City to enter into this Agreement and to consummate the transactions contemplated hereby, all of which will be true as of the date hereof and will survive the Close of Escrow with respect to the conveyance of the Property:

1. The Purchaser has the legal power, ri ght and authority to enter into this Agreement and the instruments and documents referenced herein to which the Purchaser is a party, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its o bligations hereunder. Purchaser is qualified to do business in good standing under the laws of California and has all requisite power and authority to carry out Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Purchaser’s business as now and whenever conducted and to enter into and perform Purchaser’s obligations under this Agreement.

2. All requisite action has been taken by Purchaser and all requisite consents have been obtained by Purchaser in connection with entering into this Agreement and the instruments and documents referenced herein to which Purchaser is a party, and the consummation of the transactions contemplated hereby.

3. To the best knowledge of Purchaser, its execution, delivery and performance of this Agreement will not violate any provision of law, any order of any court or other agency of gov ernment, or any indenture, agreement or other instrument to which it or an affiliated entity is a party or by which it or an affiliated entity or any of its properties is bound.

4. This Agreement is, and all agreements, instruments and documents to be executed by Purchaser pursuant to this Agreement will be duly executed by and are, or will be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms and the execution and delivery thereof will not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which Purchaser or an affiliated entity is a party.

5. To the best of Purchaser’s knowledge, there are no suits, proceedings or investigations pending or threatened against it or an affiliated entity , that Purchaser reasonably believes would have a material adverse effect on its financial condition or its ability to carry out its obligations under this Agreement.

Section 509 City’s Representations
The City hereby represents the following to Purchaser for the purpose of inducing Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, all of which will be true as of the date hereof and will survive the Close of Escrow with respect to the conveyance of the Property:

1. The City has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein to which the City is a party, to consummate the transactions contemplat ed hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder. City shall provide documentation related to City’s compliance with the Surplus Lands Act to Purchaser.

2. All requisite action has been taken by the City and all requisite consents have been obtained in connection with City entering into this Agreement and the instruments and documents referenced herein to which the City is a party, and the consummation of the transaction contemplated hereby, and the same, t o the best knowledge of City, comply with all applicable laws, statutes, ordinances, rules and governmental regulations. There are no writs, injunctions, orders or decrees of any court or governmental body which would be violated by the City’s entering into or performing its obligations under this Agreement.

3. This Agreement is duly executed by the City, and all agreements, instruments and documents to be executed by the City pursuant to this Agreement will, at such Purchase and Sale Agreement Agreement No. A-7575
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time as they are required to be executed h ereunder, be duly executed by the City, and each such agreement is, or will be at such time as it is required to be executed hereunder, valid and legally binding upon the City and enforceable in accordance with its terms and the execution and delivery thereof will not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which the City is a party.

4. Reasonable and good faith inquiry has determined that there is no pending or threatened litigation which would prevent the Property from being conveyed in the condition of title required hereunder, or which would prevent the City from performing its duties and obligations hereunder.

Section 510 Enforced Delay
In addition to specific provisions of this Agreement, performance by either party hereunder will not be deemed to be in default where delays or defaults are due to war, acts of terrorism, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, supply chain delays, delays of any contractor, subcontractor or suppliers, acts of the other party, acts or failure to act of any public or governmental agency or entity (other than that act or failure to act of the City will not excuse performance by the City), acts or failure to act by any utility company, or any other causes beyond the control or without the fault of the party claiming an extension of time to perform; provided, that they actually delay and interfere with the timely perfo rmance of the matters to which they would apply and despite the exercise of diligence and good business practices are or would be beyond the reasonable control of the party claiming such interference . An extension of time for any such cause will be for the period of the enforced delay and will commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within ten (10) days of knowledge of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by mutual agreement of the City and Purchaser.

Section 511 Waivers
The waiver by City of any term, covenant, or condition herein contained will not be a waiver of such term, covenant, or condition on any subsequent breach.

Section 512 Attorney’s Fees and Costs
If any action or proceeding is brought by either party against the other under this Agreement, whether for interpretation, enforcement or otherwise, the prevailing party will be entitled to recover all costs and expenses, including the fees of its attorney and any expert witnesses in such action or proceeding. This provision will also apply to any post judgment action by either party, including without limitation, efforts to enforce a judgment.

Section 513 Authority to Sign
The individual executing this Agreement on behalf of Purchaser hereby represents that he or she has full authority to do so and to bind Purchaser to perform pursuant to the terms and conditions of this Agreement.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

Section 514 Interpretation; Severability

1. The language in all parts of this Agreement will in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any party. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm’s length and careful negotiation over a considerable period of time, that each party has been given the opportunity to independently review this Agreement with legal counsel, and that each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement will not be interpreted or construed against the party preparing it, and instead other rules of interpretation and construction will be utilized.

2. If any term or provision of this Agreement, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each other term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. It is the intention of the parties hereto that in lieu of each clause or provision of this Agreement that is illegal, invalid, or unenforceable, there be added as a part of this Agreement an enforceable clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible.

3. The captions of the articles, sections and subsections herein are inserted solely for convenience and under no circumstances are they or any of them to be treated or construed as part of this instrument.

4. References in this Agreement to “days” will mean calendar days unless otherwise specified.

5. References in this instrument to this “Agreement” mean, refer to and include this instrument as well as any riders, exhibits, addenda and attachments hereto (which are hereby incorporated herein by this reference) or other documents expressly in corporated by reference in this instrument. Any references to any covenant, condition, obligation, and/or undertaking “herein,” “hereunder,” or “pursuant hereto” (or language of like import) shall mean, refer to, and include the covenants, obligations, and undertakings existing pursuant to this instrument and any riders, exhibits, addenda, and attachments or other documents affixed to or expressly incorporated by reference in this instrument.

6. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa, and the masculine gender includes the feminine and vice versa.

Section 515 Authorized Representative of City
Unless otherwise specified or the context requires otherwise, all references in this Agreement and its attachments to the City shall mean the City Manager of the City or any officer or employee of the City to whom the City Manager or the governing body of the City delegates authority to perform, carry out and/or enforce this Agreement. Whenever an administrative action is required by the City to implement the terms of this Agreement, the City Manager , or an Purchase and Sale Agreement Agreement No. A-7575
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authorized designee, will have authority to act on behalf of City, except with respect to matters reserved under California law wholly for determination by the governing body of the City.

Section 516 Approvals
Approvals required of the City or Purchaser will not be unreasonably withheld, delayed or conditioned, except where otherwise expressly provided. All approvals must be in writing. Except as otherwise expressly provided in this Agreement, failure by either party to approve a matter within the time provided will not be deemed a disapproval, and failure by either party to disapprove a matter within the time provided will not be deemed an approval.

Section 517 Further Assurances and Corrective Instruments.

The City and Purchaser agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instrument s as may reasonably be required for correcting any inadequate or incorrect description of the Property or for carrying out the expressed intentions of this Agreement.

Section 518 Inspection of Books and Records.

The Purchaser shall maintain complete, accurate, and cur rent records pertaining to the Property for a period of five (5) years after the creation of such records, and permit any duly authorized representative of the City, at the City’s sole expense and upon reasonable advance notice, to inspect and copy records during regular business hours. Records must be kept accurate and current and located in the County of Los Angeles, California.

ARTICLE VI. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS

1. This Agreement is executed in two (2) duplicate originals each of which is deemed to be an original. This Agreement includes thirty-seven (37) pages and six (6) attachments which constitute the entire understanding and agreement of the parties.

2. This Agreement integrates all of the t erms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof.

3. None of the terms, covenants, agreements or conditions set forth in the Agreement will be deemed merged with the Grant Deed, and the Agreement will remain and continue in full force and effect.

4. No modification, waiver, amendment, discharge, or change of this Agreement will be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought.

5. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one and the same instrument.

ARTICLE VII. TIME FOR ACCEPTANCE OF AGREEMENT BY CITY
This Agreement, when executed by Purchaser and delivered to the City, must be authorized, executed and delivered by the City within sixty (60) calendar days thereafter, or this Agreement may be withdrawn by Purchaser on written notice to the City.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929

ARTICLE VIII. EFFECTIVE DATE OF THIS AGREEMENT
This Agreement will become effective when it has been signed by the City.

[Remainder of Page Intentionally Left Blank; Signatures on Following Page]

Purchase and Sale Agreement Agreement No. A -7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 1 – Site Map

ATTACHMENT NO. 1

SITE MAP

Purchase and Sale Agreement Agreement No. A -7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 2 – Legal Description
ATTACHMENT NO. 2

LEGAL DESCRIPTION
The Property is located in the City of Palmdale, County of Los Angeles, State of California and is legally described as follows:

APN: 3126-022-929 (Part of)
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 3 – Schedule of Performance
ATTACHMENT NO. 3

SCHEDULE OF PERFORMANCE

1. Purchaser shall execute Agreement and
deliver Agreement to City.

2. Purchaser shall deliver Purchaser’s Good
Faith Deposit to the City.

3. City and Purchaser shall open an escrow
for the conveyance of the Site.

4. City shall furnish the Due Diligence
Documents to Purchaser.

5. Purchaser shall submit Conceptual Plans,
Drawings and related documents for the
development of the Site pursuant to Section
303.

6. Purchaser shall obtain all Entitlements for
the construction and development required
by this Agreement.

Prior to the approval by the City.

Within three (3) calendar days following the
execution of the Agreement by the City.

Within ten (10) calendar days following the
execution of the Agreement by the City.

Within fifteen (15) calendar days after the
Effective Date.

Within sixty (60) calendar days of the
execution of the Agreement by the City.

Within twenty-four (24) months of the
execution of the Agreement

7. Purchaser shall submit Evidence of
Financing pursuant to Section 217 to the
City for its approval or disapproval.

8. City shall approve or disapprove
Evidence of Financing.

9. Closing Date for the Close of Escrow on
Phase I.

No later than 30 days prior to the Closing
Date.

Within fifteen (10) calendar days after
submission.

Within twenty-six (26) months of the
execution of the Agreement.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 3 – Schedule of Performance

10.1 Purchaser shall commence construction
of the site work and offsite infrastructure
required for development of Phase I.

10.2 Purchaser shall commence vertical
construction of Phase I.

11. Purchaser shall complete the site work
and offsite infrastructure required for the
development of Phase I, as well as the
construction of Phase I minimum 250,000
square feet.

12. Purchaser shall commence construction
of minimum total Phase I construction of
1,000,000 square feet.

13. Purchaser shall complete construction of
minimum total Phase I construction of
1,000,000 square feet.

14. City and Purchaser shall complete good
faith negotiations for Phase II.

15. Closing Date for the Close of Escrow on
Phase II, in the event the Phase II PSA is
approved and entered into.

16. City and Purchaser complete good faith
negotiations for Phase III.

Within ninety (90) days of Close of Escrow.

Within ten (10) months of Close of Escrow.

Within Eighteen ( 18) months of Close of
Escrow.

No later than six (6) months following the
completion of construction of the first
building of Phase I.

Within fifteen (15) months of
commencement of construction.

Within six (6) months of commencement of
negotiation.

No later than fifteen (15) months following
the completion of construction of the first
building of Phase I.

Within six (6) months of commencement of
negotiations.

17. Closing Date for the Close of Escrow on
Phase III, in the event the Phase III PSA is
approved and entered into.

No later than fifteen (15) months following
the completion of the first building of Phase
II.

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Form of Grant Deed
ATTACHMENT NO. 4

FORM OF GRANT DEED
[Behind this page.]
Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
[_________________________]
With a Copy to:

City of Palmdale
38300 North Sierra Highway
Palmdale, California 93550
Attention: City Clerk
________________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER ’S USE
APN: 3126-022-929 OFFICIAL BUSINESS
[____________________] FREE RECORDING REQUESTED
Agreement No. A-7575 (Gov’t Code Section 27383)

GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF PALMDALE, a municipal corporation, herein called “Grantor”, hereby grants to COVINGTON INVESTMENTS, LLC , a limited liability company of the State of Nevada, herein called “Grantee”, the real property, hereinafter referred to as the “Property”, described in the document attached hereto, labeled Exhibit “A” and incorporated herein by this reference.

1. Grantor excepts and reserves to the City of Palmdale:
(a) any existing street, dedicated street, or portion of any street or dedicated street lying outside the boundaries of the Property which might otherwise pass with a conveyance of the Property; and
(b) all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Property, but without, however, any right to use or disturb either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever.

2. The Property is conveyed in accordance with and subject to the Purchase and Sale Agreement (the “PSA”) entered into by and between Grantor and Grantee, dated as of __________ __, 20__, which document is a public record on file in the offices of the City Clerk of the City of Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

Palmdale, and which is by reference incorporated as though fully set forth herein. Capitalized terms not defined herein have the meaning given in the PSA.

3. Title to the Property is c onveyed subject to all recorded liens, encumbrances, covenants, conditions, restrictions, assessments, easements, leases and taxes.

4. Grantee, for itself and on behalf of its successors and assigns to all or any portion of the Property, or any interest therein, covenants and agrees that its purchase of the Property and other undertakings pursuant to the PSA are, and will be used for, the purpose of developing the Property in conformance with the PSA and not for speculation in landholding.

5. Grantee hereby covenants and agrees on behalf of itself and any successors and assigns in the Property or any portion thereof or any improvements thereon or any interest therein that Grantee, such successors and assigns shall:
a. Construct and develop improvements on the Property in accordance with the this Grant Deed, the PSA and all attachments thereto, and the Entitlements, Specific Plan and plans approved for the Project by the City , including without limitation minimum square footage requirements for initial and total development of the Project as set forth and within the times required in the PSA and its attachments. b. For a period of 50 years, commencing as of the Closing Date, maintain the Property, or cause the Property to be maintained, in accordance with Section 8 of this Grant Deed.
c. For a period of 50 years, commencing as of the Closing Date, devote the Property to the uses contemplated by the PSA and its attachments and the Entitlements and plans approved for the Project by the City.
d. Pay when due all real estate taxes and assessments assessed and levied on the Property and any improvements thereon as required by applicable law, and from time to time pay to the Grantor any amounts that may be due to the Grantor as and when required under the second paragraph of Section 207 of the PSA. e. Until the development of the Property has been Completed and City has issued the Release of Construction Covenants for the Property, or a Partial Release of Construction Covenants for the portion of the Property involved, and except for a Permitted Transfer, refrain from assigning or attempting to assign all or any part of the PSA or any right thereunder or make or attempt to make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon or any interest therein, without the prior written consent of the City, which the City agrees to grant if, in its reasonable judgment, the proposed transferee possesses the financial capability and development experience to assure completion of construction of the Property in accordance with the provisions and attachments of the PSA. For all proposed transfers and assignments, Grantee and its Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

successors and assigns covenant to comply with the notice and documentation requirements set forth in the PSA, including without limitation the requirement to enter into an assignment and assumption agreement with the assignee or transferee or grantee in form and substance reasonably approved by the City for consistency with the PSA and this Grant Deed.

6. Grantee covenants and agrees for itself, its successors, assigns and any successor in interest to the Property, that there will be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, national origin, ancestry, age, physical handicap, medical condition, marital status, sex or sexual orientation in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of their Property, nor will the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrim ination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants will run with the land.

7. Grantee covenants and agrees for itself, it s successors, its assigns and every successor in interest to the Property or any part thereof, that Grantee, its successors and assigns will not restrict the rental, sale or lease of the Property on the basis of the race, color, creed, religion, sex, sexua l orientation, marital status, national origin or ancestry of any person. All deeds, leases or contracts will contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
a. In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, leas e, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. With respect to familial status, this paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10,

51.11, and 799.5 of the Civil Code, relating to housing for senior citizens.

Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the Government Code shall apply to this paragraph. The foregoing covenants shall run with the land.” b. In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

conditions: That there shall be no disc rimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises her ein leased.

With respect to familial status, this paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code.

With respect to familial status, nothing in this paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the Government Code shall apply to this paragraph.”
c. In contracts: “There will be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the land, nor will the t ransferee itself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the land. With respect to familial status, this paragraph will not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code.

With respect to familial status, nothing in this paragraph will be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the Government Code will apply to this paragraph.”

8. Grantee hereby covenants and agrees on behalf of itself and any successors and assigns in the Property or any portion thereof or any improvements thereon or any interest therein that Grantee and such successors and assigns shall:
a. Solely at Grantee’s expense, maintain (or cause the occupants to maintain) and restore the interior and exterior of the improvements and the landscaping on the Property as required under the City Municipal Code, as shown on t he Entitlements and plans approved by the City for the Project and otherwise in a manner consistent with community standards for similar projects in the City , and as and to the extent required by Section 304 of the PSA (collectively, the “Maintenance Standards”).

Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

b. If, at any time, Grantee fails to maintain or cause to be maintained the Property and all improvements thereon (including but not limited to landscaping and any parkways abutting the Property) as required by this Grant Deed, and said condition is n ot corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from Grantor, Grantor or may perform the necessary landscape or other maintenance and Grantee shall be responsible for payment of all costs and expenses incurred for such maintenance.

9. If Grantee sell s, transfer s, convey s or assign s any part of the Property or buildings or structures thereon in violation of the PSA, Grantor will be entitled to increase the Purchase Price paid by Grantee by the amount that the consideration payable for such sale, transfer, conveyance or assignment exceeds the Purchase Price paid by Grantee plus the cost of improvements and development incurred by Grantee, including carrying charges and costs related thereto (the “Excess Consideration”). The Excess Consideration will belong and be paid to Grantor and until paid , Grantor will have a lien on the Property for such amount. This prohibition will not be deemed to prevent the granting of easements or permits to facilitate the development of the Property. This Section 9 shall not apply to the sale, transfer, conveyance, or assignment of any part of the Property after issuance by the Grantor of the Release of Construction Covenants, nor to the sale, transfer, conveyance, or assignment of any portion of the Property for which the Grantor has issued a partial Release of Construction Covenants.

10. Grantor will have the right, thirty (30) days after concurrently delivering to Grantee and recording in the official recor ds of Los Angeles County a notice of its exercise of the power of termination retained by Grantor, to reenter and take possession of the Property with all improvements thereon, and revest in Grantor the estate theretofore conveyed by this Grant Deed if, after Grantor gives the notice required by Section 401 of the PSA and the applicable cure period in Section 401 of the PSA has expired, Grantee or its successors or assigns, in violation of the PSA or this Grant Deed:
a. Fails to commence construction of the improvements for the Property or for any portion of the Project as and when required by the PSA; or
b. Abandons or substantially suspends construction of the improvements for the Property or for any portion of the Project; or
c. Fails to complete construction of the improvements for the Property or any portion of the Project as and when required by the PSA.

The obligations of Grantee specified in clauses a. through c. above are covenants or conditions running with the land, the breach of which shall cause the fee to revert to Grantor under the circumstances specified herein. The rights established in this Section 10 are to be interpreted in light of the fact that Grantor hereby conveys the Property to Grantee for development and not for speculation in undeveloped land. Grantor and Grantee acknowledge and agree that Grantor’s rights under this Section 10 are authorized by applicable law, including but not limited to Sections 885.010 through 885.070 of the California Civil Code. Such right to reenter and repossess shall be subject to and limited by, and shall not defeat, render invalid or limit:

Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

a. Any bona fide mortgage, deed of trust or other security instrument of sale and leaseback or other conveyance for financing, provided that such mortgage, deed of trust, security instrument, sale and leaseback or conveyance for financing is permitted by and obtained in accordance with the PSA; and
b. Any rights or interest provided in the PSA for the protection of the holder of such bona fide, permitted mortgages, deeds of trust or other security instruments, the lessor under such sale and leaseback, or the grantee under such other conveyance for financing.

11. Upon the revesting in Grantor of title to the Property as provided in Section 10, Grantor shall, pursuant to its responsibilities under state law, use its reasonable best efforts to resell the Property as soon as possible and in such manner as Grantor shall find feasible and consistent with the objectives of the law and the best interests of the City, to a qualified and responsible party or parties (as determined by Grantor), who will assume the obligation of making or completing the improvements required pursuant to the terms of the PSA or such other improvements in their stead, as are reasonably satisfactory to the City and in accordance with the uses specified for the Property by applicable laws, code sections, ordinances, resolutions or regulations of the City. Upon such resale of the Property, the proceeds thereof shall be applied as follows:
a. First, to reimburse Grantor on its own behalf and/or on behalf of the City of Palmdale, for all costs and expenses incident to such sale and/or conveyance, for all costs and expenses incurred by the Grantor; all taxes, assessments and water and sewer charges with respect thereto; any payments made, or necessary to be made, to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Grantee, its successors or transferees; any expenditures made or obligations incurred wi th respect to the making or completion of the improvements or any part thereof on the Property; and any amounts otherwise owing to Grantor by Grantee or its successors or transferees; and b. Second, to reimburse Grantee, its successors or transferees up to an amount equal to the sum of: (a) the purchase price paid to Grantor by Grantee for the Property; and (b) costs incurred for the development of the Property, and for the improvements existing thereon at the time of reentry and repossession; less (c) gains or income withdrawn or made by Grantee, its successors or assigns therefrom or from the improvements thereon. c. Any balance remaining after such reimbursements shall be retained by Grantor as its property.

12. All conditions, covenants and restrictions containe d in this Grant Deed will be covenants running with the land, and will, in any event, and without regard to technical classification or designation, legal or otherwise, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by Grantor and its successors and assigns against Grantee, its successors and assigns, to or of the Property or any portion thereof or any interest therein, and any party in possession or occupancy of said Property or portion thereof.

Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

13. In amplification and not in restriction of the provisions set forth hereinabove, it is intended and agreed that Grantor and the City of Palmdale will be the beneficiary of the agreements and covenants provided hereinabove both for and in its own right and also for the purposes of protecting the interests of the community. All covenants without regard to technical classification or designation will be binding for the benefit of Grantor, and such covenants will run in favor of Grantor for the entire period during which such covenants are in force and effect, without regard to whether Grantor is or remains an owner of any land or interest therein to which such covenants relate. Grantor will have all rights of enforcement and remedies provided in this Grant Deed and the PSA and may bring any actions at law or suit in equity or other proper proceedings necessary to enforce the curing of such breach of any agreement or covenant by Grantee, which are available to Grantor pursuant to the provisions of this Grant Deed or the PSA. The time periods during which the covenants set forth in this Grant Deed shall be in force and effect shall be as follows: (a) as to the covenants set forth in Sections 4, 5a, 5e and 9, and the covenants and power of termination set forth in Sections 10 and 11, until the Grantor issues the Release of Construction Covenants, and as to any portion of the Property, until the Grantor has issued a partial Release of Construction Covenants for such portion of the Property; (b) as to the covenants set forth in Sections 6 and 7, in perpetuity; and (c) as to the covenants set forth in Sections 5b, 5c, 5d and 8, until the expiration of a period of fifty (50) years after the date of recordation of this Grant Deed in the office of the County Recorder of the County of Los Angeles.

14. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed will defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the PSA; provided, however, that any subsequent owner of the Property will be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such owner’s title was acquired by foreclosur e, deed in lieu of foreclosure, trustee’s sale or otherwise.

Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf. “GRANTOR”

THE CITY OF PALMDALE,
a municipal corporation
By:

J. J. Murphy, ICMA-CM Dated
City Manager
ATTEST:

By:

Shanae Smith
City Clerk
APPROVED AS TO FORM:

By:

Christopher Beck
City Attorney
By: KANE, BALLMER & BERKMAN
By:

City Special Counsel
Grantee accepts and agrees to all of the terms and provisions of this Grant Deed. [________________________]
Dated:______________ By:

Name:

Title:

ATTEST:

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

State of California )
County of _____________________ )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ________________________
Purchase and Sale Agreement Agreement No. 7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed
Exhibit A – Legal Description

EXHIBIT A

LEGAL DESCRIPTION
APN: 3126-022-929
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity
ATTACHMENT NO. 5

ENVIRONMENTAL INDEMNITY
[Behind this page.]
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

ENVIRONMENTAL INDEMNITY
Agreement No. A-7575

THIS ENVIRONMENTAL INDEMNITY (this “Indemnity”), dated as of [___________, 201_], made by [__________________________] , whose address for purposes of giving noti ce is ________________ (“Purchaser”), in favor the CITY OF PALMDALE, a municipal corporation and a charter city of the State of California, whose address for purposes of giving notices is 38300 North Sierra Highway, Palmdale, California 93550, Attention: City Manager (the “City”). The City is referred t o herein as the Indemnitee.

WITNESSETH

WHEREAS, Purchaser is or will be the owner of the real property in Palmdale described on Exhibit A attached hereto and made a part hereof, and the real property improvements to be constructed thereon (collectively referred to as the “Property”);

WHEREAS, Purchaser and the Indemnitee entered into a Purchase and Sale Agreement, dated as of ________________, 20__ (the “PSA”), pursuant to which, the City sold the Property to Purchaser and Purchaser purchased the Property from the City for the purpose of developing and operating the Project described in the PSA. All capitalized terms not defined herein shall have the meaning ascribed to them in the PSA; and

WHEREAS, Purchaser has agreed to execute and deliver to the Indemnitee this Indemnity to induce the Indemnitee to enter into the PSA.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual agreements hereinafter set forth, Purchaser hereby agrees as follows:

Section I. DEFINITIONS
“Hazardous Materials”, “Hazardous Substances” or “Hazardous Materials or Substances” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined or listed in, or otherwise classified pursuant to, an y laws as a “hazardous waste”, “extremely hazardous substance”, “extremely hazardous waste”, “acutely hazardous waste”, “hazardous substance”, “hazardous material”, “radioactive waste”, “infectious waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant” or “toxic substance,” as well as any formulation not mentioned herein intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “EP toxicity,” or “RCLP toxicity”; (ii) petroleum, natural gas, natural gas liquids, liquified natural gas, synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas) and ash produced by a resource recovery facility uti lizing a municipal solid waste stream, and drilling fluids, produced waters and other waters associated with the exploration, development or production of crude oil, natural gas, or geothermal resources; (iii) “hazardous substance” as defined in Section 25 28 1 (f) of the California Health and Safety Code; (iv) “waste” as defined in Section 13050(d) of the California Water Code; (v) asbestos in any form; (vi) urea formaldehyde foam insulation; (vii) polychlorinated biphenyl (“PCBs”); (viii) radon; and (ix) any other chemical, material, or Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

substance that, because of its quantity, concentration, or physical or chemical characteristics, exposure to which is limited or regulated for health and safety reasons by any governmental authority, or which poses a significant present or potential hazard to human and safety or of the environment if released into the work place or the environment.

Section II. COVENANTS AND INDEMNITY
The following covenants and indemnities are hereby given and made by Purchaser:

2.1 Covenants.
(a) Purchaser covenants that it will comply with any and all laws, regulations, and/or orders which may be promulgated, from time to time, with respect to the discharge and/or removal of Hazardous Materials.
(b) Purchaser covenants that the Property will not, while Purchaser is the owner thereof, be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release, or disposal of any Hazardous Materials, except for de minimis quantiti es used at the Property in compliance with all applicable environmental laws and required in connection with the development of the Property and the routine operation and maintenance of the Property. (c) Purchaser further agrees that Purchaser will not release or dispose of any Hazardous Materials at the Property except in strict compliance with applicable laws and regulations. (d) Purchaser will not install, or permit to be installed, on the Property friable asbestos or any substance containing asbestos and deemed hazardous by federal or state regulations respecting such material, and, with respect to any such material currently present in the Property, Purchaser will promptly either (i) remove or cause to be removed any material that such regulations deem hazardous and require to be removed, or (ii) otherwise comply with such federal and state regulations, at Purchaser’s sole cost and expense.
(e) Purchaser will immediately advise Indemnitee in writing of any of the following: (i) any pending or threatened environmental claim against Purchaser or the Property, (ii) any condition or occurrence on the Property that (A) results in noncom pliance by Purchaser with any applicable environmental law, (B) could reasonably be anticipated to cause the Prop erty to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental law, or (C) could reasonably be anticipated to form the basis of an envi ronmental claim against the Property or Purchaser.

2.2 Indemnity. Purchaser will indemnify, protect, and hold harmless Indemnitee, its employees, officers, agents and consultants from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, jud gments, suits, proceedings, costs, disbursements, or expenses (including, without limitation, attorneys ’ and experts ’ fees and disbursements) of any kind or of any nature whatsoever (collectively, the Obligations) which may at any Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

time be imposed upon, inc urred by or asserted or awarded against Indemnitee its employees, officers, agents or consultants and arising from or out of:
(a) The presence of any Hazardous Materials on, in, under, or affecting all or any portion of the Property while Purchaser owns the Property, except to the extent such Hazardous Materials were caused by Indemnitee, its employees, officers, agents or consultants;
(b) The breach of any covenant made by Purchaser in Section 2.1 hereof; or (c) The enforcement by Indemnitee of any of the provisions of this Section 2.2 or the assertion by Purchaser of any defense to its obligations hereunder.

Section III. PURCHASER’S UNCONDITIONAL OBLIGATIONS

3.1 Unconditional Obligations. Purchaser hereby agrees that the Obligations will be paid and performed strictly in accordance with the terms of this Indemnity, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any part of the PSA or affecting any of the rights of Indemnitee with respect thereto. The obligations of Purchaser hereunder shall be absolute and unconditional irrespective of:
(a) The validity, regularity, or enforceability of any part of the PSA or any other instrument or document executed or delivered in connection the rewith; (b) Any alteration, amendment, modification, release, termination, or cancellation of any of any part of the PSA, or any change in the time, manner, or place of payment or performance of, or in any other term in respect of, all or any of the oblig ations of Purchaser contained in the PSA;
(c) The insolvency or bankruptcy of Purchaser, or of any indemnitor or guarantor under any other indemnity or guarantee given in respect of the Obligations; or (e) Any other circumstance that might otherwise constitute a defense available to, or a discharge of Purchaser, or any other indemnitor or guarantor with respect to any or all of the Obligations.

3.2 Continuation. This Indemnity (a) is a continuing indemnity and will remain in full force and effect until the satisfaction in full of all of the Obligations; and (b) will continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Indemnitee upon the inso lvency, bankruptcy, or reorganization of Purchaser or otherwise, all as though such payment had not been made.

3.3 Termination. Notwithstanding the payment (and performance) in full of all of the Obligations and the payment (or performance) in full of al l of Purchaser’s obligations under the PSA, Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

this Indemnity will not terminate if Indemnitee has at any time or in any manner participated in the management or control of, taken possession of (whether personally, by agent or by appointment of a receiver), or taken title to the Property or any portion thereof, whether by foreclosure, deed in lieu of foreclosure, sale under power of sale or otherwise.

Section IV. WAIVER

Purchaser hereby waives the following:

(a) Promptness and diligence;

(b) Notice of acceptance and notice of the incurrence of any obligation by Purchaser;

(c) Notice of any action taken by Indemnitee, Purchaser, or any other interested party under the PSA or under any other agreement or instrument relating thereto;

(d) All other notices, demands, and protests, and all other formalities of every kind, in connection with the enforcement of the Obligations, the omission of or delay in which, but for the provisions of this Section 4 , might constitute grounds for relieving Purchaser of its Obligations hereunder;

(e) To the extent permitted by law, t he right to a trial by jury with respect to any dispute arising under, or relating to, this Indemnity;

(f) Any requirement that Indemnitee protect, secure, perfect, or insure any security interest or lien in or on any property subject thereto;

(g) Any requirement that Indemnitee exhaust any right or take any action against Purchaser or any other person or collateral; and

(h) Any other circumstance that might otherwise constitute a defense available to, or a discharge of, Purchaser, or any other indemnitor or guarantor with respect to the Obligations .

Section V. NOTICES

Any notice, demand, statement, request, or consent made hereunder must be in writing and personally served, mailed by first-class registered mail, return receipt requested, to the address set forth in the first paragraph of this Indemnity, above, or given by facsimile to the facsimile numbers stated below, with confirmations mailed by first class registered mail, return receipt requested to the address set forth above, of the party to whom such notice is to be given (or to such other address as the parties hereto, shall designate in writing):

In the case of the City: 661-267-5155

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

In the case of Purchaser: ___________

Any notice that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, shall be deemed delivered upon its transmission; any notice that is personally delivered (including by means of profession al messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt; and any notice that is sent by registered or certified mail, postage prepaid, return receipt required shall be deemed received on the date of receipt thereof.

Section VI. MISCELLANEOUS

6.1 Purchaser will make any payment required to be made hereunder in lawful money of the United States of America, and in same d ay funds, to Indemnitee at its address specified in the first paragraph hereof.

6.2 No amendment of any provision of this Indemnity will be effective unless it is in writing and signed by Purchaser and Indemnitee. No waiver of any provision of this Indemnity, nor consent to any departure by Purchaser from any provision of this Indemnity, will be effective unless it is in writing and signed by Indemnitee, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

6.3 No failure on the part of Indemnitee to exercise, and no delay in exercising, any right hereunder or under the PSA will operate as a waiver thereof, nor will any single or partial exercise of any right preclude any other or furt her exercise thereof or the exercise of any other right. The rights and remedies of Indemnitee provided herein and in the PSA are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of Indemnitee under the PSA against any party thereto are not conditional or contingent on any attempt by Indemnitee to exercise any of its rights under the PSA against such party or against any other person or collateral.

6.4 Any provision of this Indemnity that is prohib ited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction.

6.5 This Indemnity will (a) be binding upon Purchaser, and Purchaser’s successors and assigns; and (b) inure, together with all rights and remedies of Indemnitee hereunder, to the benefit of Indemnitee, its directors, officers, employees, consultants and agents, any successors to any such person, and all directors, officers, employees, and agents of all of the aforementioned parties. None of the rights or obligations of Purchaser hereunder may be assigned or otherwise transferred without the prior written consent of Indemnitee.

6.6 Purchaser hereby (a) irrevocably submits to the jurisdiction of any California or federal court sitting, in each instance, in Los Angeles County in any action or proceeding arising out of or relating to this Indemnity, (b) waives any defense based on doctrines of venue or forum non conveniens Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

or similar rules or doctrines, and (c) irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such C alifornia or federal court. Purchaser irrevocably consents to the service of any and all process which may be required or permitted in any such action or proceeding to the address specified in the first paragraph of this Indemnity, above. Purchaser agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

6.7 The title of this document and the captions used herein are insert ed only as a matter of convenience and for reference and will in no way define, limit, or describe the scope or the intent of this Indemnity or any of the provisions hereof.

6.8 This Indemnity will be governed by, and construed and interpreted in accordance with, the laws of the State of California applicable to contracts made and to be performed therein, except to the extent that the laws of the United States preempt the laws of the State of California.

6.9 This Indemnity may be executed in any number of counterparts, each of which will constitute an original and all of which together will constitute one agreement.

IN WITNESS WHEREOF, Purchaser has duly executed this Indemnity as of the date first set forth above.

[_______________________]

Dated:______________ By: ____________________________ Name: Dated
Title:

ATTEST:

By: _________________________
Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity
Exhibit A – Legal Description

EXHIBIT “A”

LEGAL DESCRIPTION

APN: 3126-022-929

Purchase and Sale Agreement Agreement No. A-7575
Covington Investments, LLC APN: 3126-022-929
Attachment No. 6 – Scope of Development
ATTACHMENT NO. 6

SCOPE OF DEVELOPMENT
Purchaser shall construct, or cause to be constructed, a minimum 1,000,000 square feet of new Industrial, Aerospace Industrial and Employment Flex building(s) aimed to protect, support, and expand operations at U.S. Air Force Plant 42 and to create new employment opportunities for residents.

Specific Plan
Purchaser shall prepare a Specific Plan that will include Phase I, Phase II, Phase III, and Phase IV identified on the Site Map. The Specific Plan shall address standards and restrictions regarding the construction and development of the Project including, but not limited to, maximum land coverage, setbacks, land use standards, architectural standards, building height, parking, and landscaping. As part of the development of the Specific Plan, the Purchaser shall work closely with the City and Edwards Air Force Base to ensure that development does not negatively impact existing and future operations at U.S. Air Force Plant 42.

Public Improvements and Utilities
Purchaser shall construct and install all public improvements and utilities, on or off -site the Property, required the City of Palmdale, and other approving agencies, and all other public improvements and utilities necessary for the Project, including but not limited to:

1. Sewers

2. Storm Drains

3. Electricity

4. Streets

5. Water

6. Gas

7. Curbs, Gutters and Sidewalks
Purchaser agrees that all improvements and facilities contemplated in the Agreement, on the Property, including, without limitation, will be in compliance with all municipal codes, regulations and ordinances affecting such development, and any such other requirements that may be specified in the plans and Specific Plan approved by the City.

Future phases associated with this Agreement shall have separate Scope of Development requirements that will be outlined in separate agreements.

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC

ADMINISTRATIVE AMENDMENT TO

PURCHASE AND SALE AGREEMENT
(AGREEMENT NO. A-7575)
Agreement No. A-7575
APN: 3126-022-929
Page I
This ADMINISTRATIVE AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Second Amendment") is entered into as of November ~ 2023 (the "Effective Date"), by and between THE CITY OF PALMDALE, a municipal corporation ("City") and COVINGTON INVESTMENTS LLC, a Nevada limited liability company ("Purchaser").

RECITALS
A. City and Purchaser entered into that certain Purchase and Sale Agreement dated effective as of October 21, 2021, as amended by that certain Administrative Amendment to Purchase and Sale Agreement dated October 18, 2023 (as amended, the "Agreement"), regarding the purchase and sale of certain property located in the City of Palmdale, County of Los Angeles, State of California (the "Property"), as more particularly described in the Agreement.

B. The PSA delegated certain administrative actions to the City Manager to implement the Agreement in writing on behalf of the City.

C. City and Purchaser mutually desire to enter into this administrative Second Amendment to the Agreement to implement the Agreement as set forth in this Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and Purchaser agree as follows:

AGREEMENT

1. Recitals, Definitions and References. The foregoing recitations are true and correct. Each capitalized term used herein, that is not otherwise defined or modified herein, shall have the meaning ascribed to it in the Agreement.

2. Definitions. The following amendments are made to certain definitions set forth in Section 102 of the Agreement:
(a) Closing Date. The definition of "Closing Date" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:
""Closing Date" means June 1, 2024 for Phase IA Property and December 29, 2024 for Phase 1B Property subject to the Enforced Delay provisions set forth in Section 510 of this Agreement. Purchaser shall have the right to accelerate the Closing Date with respect to both the Phase IA Property or the Phase 1B Property via written notice to City (which date must be at least fifteen [15] Business Days after Purchaser's delivery of such written notice).

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(b) Escrow Agent. The definition of "Escrow Agent" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:
""Escrow Agent" means First American Title Insurance Company or another escrow company mutually satisfactory to the parties."
(c) Permitted Transfer. Subsection "a." of the definition of "Permitted Transfer" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:
"a. A sale, transfer, conveyance or assignment of this Agreement or the Property to an entity which is either (i) an affiliate of Covington Investments, LLC and is owned and controlled by Covington Investments, LLC and/or the Persons owning and controlling Covington Investments, LLC, (ii) a joint venture in which an entity described in clause (i) above is a controlling sponsor member, or (iii) a joint venture in which an entity described in clause (i) above is a non-controlling sponsor member and the controlling member owns or controls at least $1 Billion in assets or has received approval from the City for developer experience and financial capability, which approval the City shall not unreasonably withhold, condition or delay, provided that the City has received and approved entity formation documents confirming the direct ownership and control of Covington Investments, LLC of such entity and has received a certificate from the California Secretary of State that such entity is in good standing to conduct business in the State of California, and the affiliate entity has assumed, in a written instrument reasonably approved by the City, all of Purchaser's obligations under this Agreement; or" ( d) Purchase Price. The definition of "Purchase Price" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:
""Purchase Price" means (i) with respect to the Phase lA Property the monetary purchase price for the Property in the amount of Nine Million Five Hundred and Twenty-Three Thousand Eight Hundred and Seventy-One Dollars and 28/100 Cents ($9,523,871.28), and (ii) with respect to the Phase 1B Property the monetary purchase price for the Property in the amount of Three Million Four Hundred and Six Thousand Three Hundred and Ninety-Two Dollars and 00/100 Cents ($3,406,392.00). The Purchase Price has been calculated based on a purchase price of Two Dollars and Thirty Cents ($2.30) per square foot and the gross acreage of the Property (in the aggregate) being 129.06 acres in size (which includes the Phase lA Property, the Phase 1B Property and the adjacent detention basin shown as "Lot B" on the Site Map). City and Purchaser agree to adjust the Purchase Price prior to Close of Escrow in the event and to the extent the Property is determined to be larger or smaller in gross acreage size by a survey approved by City and Purchaser." (e) Title Company. The definition of "Title Company" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929

""Title Company" means First American Title Insurance Company, National Commercial Services, Attn: Greg Franke, 3281 East Guasti Road, Suite 440, Ontario, California 91761, or another title company mutually agreed upon by the parties for the recording of the Grant Deed and issuance of the Purchaser Title Policy."
(f) Broker's Commission. The definition of "Broker's Commission" set forth in Section 102 of the Agreement is hereby deleted in its entirety and replaced with the following:
""Broker's Commission" means the commission to be paid to Craig Peters and Richard Ramirez at CBRE, Inc. (i) at the Close of Escrow with respect to the Phase lA Property pursuant to Section 207 of this Agreement, in an amount equal to Three Hundred Thirty-Six Thousand One Hundred and Ninety-Two Dollars and 66/100 Cents ($336,192.66), and (ii) at the Close of Escrow with respect to the Phase 1 B Property pursuant to Section 207 of this Agreement, in an amount equal to One Hundred Twenty Thousand Two Hundred Forty-Five Dollars and 64/100 Cents ($120,245.64), calculated on the basis of3.53% of the Purchase Price or as adjusted at the time of closing."
(g) Phase lA Infrastructure Work. The following is added as a new definition of"Phase lA Infrastructure Work" in Section 102 of the Agreement:
""Phase lA Infrastructure Work" means the scope of offsite infrastructure work required to be completed in conjunction with the development of the Phase IA Property, as more particularly described and depicted on Attachment No. 5 of the Second Amendment."

3. Management and Control of Purchaser. Section 104(4) of the Agreement is hereby deleted in its entirety and replaced with the following:
"4. Until the development of the Property has been Completed and City has issued the Release of Construction Covenants for the Property, or a Partial Release of Construction Covenants for the portion of the Property involved, and except for a Permitted Transfer, Purchaser may not assign or attempt to assign all or any part of this Agreement or any right hereunder or make or attempt to make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property or the improvements thereon or any interest therein, without the prior written consent of the City (such consent not to be unreasonably withheld, conditioned or delayed), which the City agrees to grant if, in its reasonable judgment, the proposed transferee possesses the financial capability and development experience to assure completion of construction of the Property in accordance with the provisions and attachments of this Agreement and within the time frames set forth in the Schedule of Performance (Attachment No. 3). There shall be submitted to City for review all instruments and other legal documents proposed to effectuate any such transfer to confirm compliance with the requirements of Section 104. Upon receipt of such documentation, City Manager Second Amendment to Purchase and Sale Agreement
Covington Investments , LLC
Agreement No. A-7575
APN: 3126-022-929
Page4
or designee shall confirm to Purchaser and the proposed assignee or transferee in writing within fourteen (14) calendar days of such request whether such transfer request is approved, and in the event the City fails to respond to such request within the aforementioned fourteen (14) calendar day period, the City will be deemed to have approved such transfer request. The approved transferee must assume, in a written instrument reasonably approved by the City, all of Purchaser's obligations under this Agreement with respect to the Property."

4. Description of the Property. Section 103 of the Agreement is hereby deleted in its entirety and replaced with the following:
"The real property to which this Agreement relates consists of two phases, as more particularly designated, respectively, as Phase IA ("Phase IA Property") and Phase 1B ("Phase 1B Property") on the "Site Map" attached hereto as Attachment No. 1 and are described, respectively, in the "Legal Description" attached hereto as Attachment No. 2 (the Phase lA Property and the Phase 1B Property collectively comprise the "Property" under this Agreement; provided, however, as the term "Property" is used in the context of Purchaser's acquisition and development of the Phase lA Property, City and Purchaser acknowledge and agree that the term "Property" shall mean and refer to the Phase IA Property only, and as the term "Property" is used in the context of Purchaser's acquisition and development of the Phase 1B Property, City and Purchaser acknowledge and agree that the term "Property" shall mean and refer to the Phase 1B Property only). The Property is located at the southeast comer of Sierra Highway and East A venue M in the City of Palmdale and is approximately 129.3 gross acres of unimproved real property in the aggregate. The City owns fee title to the Property. City and Purchaser agree to reasonably cooperate and mutually agree upon the final legal descriptions of the Phase IA Property and the Phase IB Property prior to the respective Closing Date."

5. Phase lA and Phase 1B. Notwithstanding anything in the Agreement to the contrary, City and Purchaser hereby agree that, unless Purchaser has delivered written notice to the City at least ten (10) days prior to the Close of Escrow that Purchaser desires to acquire the Phase 1B Property, the initial Close of Escrow under the Agreement shall be for Purchaser's acquisition of only the Phase lA Property, pursuant to the applicable terms and conditions of the Agreement, as amended by this Second Amendment. From and after the Close of Escrow with respect to the Phase lA Property, the Agreement shall remain in full force and effect with respect to the Phase 1B Property, except that no additional Good Faith Deposit or Additional Deposit shall be required thereunder. Purchaser shall have the right, upon not less than thirty (30) days' prior written notice to the City, to elect to acquire the Phase 1B Property pursuant to the applicable terms and conditions of the Agreement (as amended by this Second Amendment) applicable to the Phase 1B Property, provided such Closing Date shall occur within the time frame set forth in the Schedule of Performance (Attachment No. 3) with respect thereto. In the event Purchaser has not acquired the Phase 1 B Property on or before the time frame set forth in the Schedule of Performance (Attachment No. 3) with respect thereto, then the Agreement shall automatically terminate and be of no further force or effect with respect to the Phase 1B Property, except for those terms and provisions which expressly survive the earlier termination of the Agreement (and, for the Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929

avoidance of doubt, without effect on those terms and conditions of the Agreement applicable to the Phase lA Property that expressly survive the closing of the Phase lA Property).

6. Extension Payments.
(a) In partial consideration for the extensions of time provided to Purchaser in this Agreement, and as an extension fee therefor, Purchaser shall, on or before the full execution and delivery of this Second Amendment (i) agree to the immediate release to City as its property of the Good Faith Deposit of $250,000 originally deposited by Purchaser pursuant to Section 204 of the Agreement; and (ii) make an additional cash deposit of Two Hundred Fifty Thousand Dollars and No/100 Cents ($250,000.00) to be held as the new Good Faith Deposit subject to the terms and conditions of this Second Amendment (the "Extension Deposit"). The funds released by the release of the original Good Faith Deposit concurrently with this amendment shall be retained by the City as its property upon payment by the Purchaser and shall not be credited in any way against payment by Purchaser of the Purchase Price. The Extension Deposit will be non­ refundable to Purchaser unless (i) Purchaser terminates the Agreement for an inability to obtain the Entitlements despite the good faith and diligent efforts of Purchaser, or (ii) following an uncured City default pursuant to the Agreement. The Extension Deposit, but not the original Good Faith Deposit, shall be credited in favor of Purchaser against the Purchase Price at the Close of Escrow for the Phase IA Property. It shall be a default by Purchaser of the Agreement if Purchaser fails to release the original Good Faith Deposit to the City as required herein or fails to timely deliver the Extension Deposit, and Purchaser fails to remedy any such failure within ten (10) days after receiving written notice from the City. Nothing in this Second Amendment shall modify in any way the obligation of the Purchaser to deliver the Additional Deposit as and when required by Section 204 of the Agreement.
(b) As additional consideration for such extension of time provided to Purchaser in this Agreement, Purchaser shall, on or before the Close of Escrow to the Phase 1 B Property and as a condition precedent to such Close of Escrow, pay to the City the sum of Three Hundred Seventy Thousand Two Hundred Sixty Dollars and 00/100 Cents ($370,260.00) as reimbursement to the City for staff costs, attorney's fees and consultant costs in connection with or arising out of the entitlements for the Project as required by this Agreement. Such payment shall be in addition to and not in lieu of any cost, fee or expense otherwise required by the City pursuant to statutes, ordinances, codes, resolutions and regulations applicable to the City's review of any such entitlements as a municipal corporation.

7. Participation Payments. The second paragraph of Section 207 of the Agreement is hereby deleted in its entirety and replaced with the following:
"Purchaser shall make the following participation payments to the City as follows:
(i) $0.25 per building square foot within 30 business days of issuance of building permit on a per building basis; and (ii) $0.50 per building square foot within 30 business days of issuance of certificate of occupancy on a per building basis."

8. Condition of Title. In furtherance of Sections 211 and 216 of the Agreement, and for the avoidance of doubt, the City agrees to terminate and cause to be removed as an exception Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929

to title of the Property (designated as Phase lA and 1B on the Site Map) prior to Close of Escrow, the following agreements, along with all underlying leases, subleases and agreements referenced therein to the extent same encumber the Property: (i) that certain Site Lease (A-7453) recorded May 27, 2021 as Instrument No. 20210854927 of the Official Records Recorder's Office of Los Angeles County, California, (ii) that certain Memorandum of Lease Agreement recorded May 27, 2021 as Instrument No. 20210854928 of the Official Records Recorder's Office of Los Angeles County, California, and (iii) that certain Assignment Agreement (A-7454) recorded May 27, 2021 as Instrument No. 20210854929 of the Official Records Recorder's Office of Los Angeles County, California.

9. Evidence of Financing. Section 217 of the Agreement is hereby deleted in its entirety and replaced with the following:
"As of the date of the Second Amendment, Purchaser has provided the City with sufficient and satisfactory evidence of financing for the Purchaser to acquire the land and construct the minimum 250,000 square foot building as part of the development of the Phase lA Property (the "Acquisition and Vertical Construction Capital"), as follows:
a. Reasonable evidence that Purchaser possesses the equity and/or cash necessary in the approximate amount of Forty Million Dollars ($40,000,000) for the Acquisition and Vertical Construction Capital; and
b. Reasonable evidence of the efforts of Purchaser in support of the proposed sale by the City or instrumentality of the City of community facility district or assessment district bonds in sufficient amount to finance the Infrastructure Capital.

Within the times established in the Schedule of Performance (Attachment No. 3), the Purchaser shall submit to the City evidence reasonably satisfactory to the City Manager or designee that the Purchaser has obtained firm and binding evidence of financing which are sufficient for the construction and development of the remaining portions of Phase lA Property in accordance with this Agreement ("Evidence of Financing"). There shall be separate time requirements in the Schedule of Performance for submittal by Purchaser of evidence of financing for (i) the issuance and sale of community facilities district or assessment district bonds, and funds made available from the net proceeds of such bonds to Purchaser in sufficient amount to pay for the Infrastructure Capital, or reasonable evidence of alternative financing for the said infrastructure, which evidence shall be submitted by Purchaser after the Close of Escrow within the time required by the Schedule of Performance for the Phase lA Property; and (ii) the construction of the remaining vertical construction of the development of the Phase lA Property in the minimum total amount of one million (1,000,000) square feet of vertical development on the Property, together with infrastructure capital for such remaining vertical Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929

construction, which evidence shall be submitted by Purchaser after the Close of Escrow within the time required by the Schedule of Performance.

Following the Close of Escrow, Purchaser agrees to use commercially reasonable efforts to assist in the establishment of one or more community facility or assessment districts and the issuance and sale of such bonds by such districts as are necessary to fund the horizontal site work (i.e., public improvements and utilities) necessary for the Phase lA Infrastructure Work (the "Infrastructure Capital"); provided, however, Purchaser's obligation to use commercially reasonable efforts hereunder shall not be deemed to include an obligation on Purchaser or its affiliates to purchase bonds in order to establish such district. In the event the City is unable to sell such bonds, then notwithstanding any other provision of the Agreement, the Second Amendment and attachments thereto, neither the City nor the Purchaser shall be in default of the Agreement as amended. Such bond sale or the absence of such bond sale shall affect the availability to the City of the remedies set forth in Section 404.3 to the extent expressly set forth in Section 404.3 as amended herein.

The City's approval under this section relating to the issuance of bonds is in City's capacity as a party under this agreement approving evidence of financing, and shall not be deemed to include an obligation on City or its instrumentalities to form any such district or to market or sell any such bonds.

The City Manager or designee shall approve or disapprove such submissions of Evidence of Financing within the times established in the Schedule of Performance.

Such approval shall not be unreasonably withheld, conditioned or delayed. If the City shall disapprove any such evidence of financing, the City shall do so by written notice to the Purchaser stating the reasons for such disapproval."

10. Phase II and Phase III Purchase Price Negotiations. The first sentence of Section 218.a of the Agreement is hereby deleted in its entirety and replaced with the following:
"A purchase price for Phase II of Fifteen Million Seven Hundred Ninety-Four Thousand Eight Hundred and Fifty-Six Dollars ($15,794,856), based on $3.50 per square foot of land to be conveyed and Phase II being one hundred and three and 6/10 (103.6) acres in size, subject to survey adjustment as provided herein for Phase I; and a purchase price for Phase III of Twelve Million Nine Hundred and Three Thousand Five Hundred Sixty-One Dollars ($12,903,561) based on $4.25 per square foot ofland to be conveyed and Phase III being sixty nine and 7/10 (69.7) acres in size, subject to survey adjustment as provided herein for Phase I."

11. Phase II and Phase III Broker's Commission Negotiations. Section 218.d is hereby deleted in its entirety and replaced with the following:
"A Broker's Commission shall be included in any purchase and sale agreement for Phase II and Phase III comparable to the provisions of this Agreement, in the amount of Four Hundred Seventy-Three Thousand Eight Hundred and Forty-Five Dollars and Sixty-Eight Cents ($473,845.68) for Phase II, based on 3.00% of the Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
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APN: 3126-022-929

Phase II purchase price; and in the amount of Three Hundred Eighty-Seven Thousand One Hundred and Six Dollars and Eighty-Three Cents ($421,433.00) for Phase III, based on 3.00% of the Phase III purchase price."

12. Scrivener's Error. The reference to "Petitioner" in Section 304.e is hereby deleted and replaced with "Purchaser".

13. City's Power of Termination Recapture Right. The following new Section 404.3 is hereby added to Section 404 to read in its entirety as follows:
"In the event of the sale of the community facility district or assessment district bonds for the "Infrastructure Capital" as defined in Section 217, as amended by Section 9 of the Second Amendment, within the time set forth in the revised Schedule of Performance attached hereto (subject to any extension(s) reasonably provided by City Manager) and the Purchaser has prior to such time received the net proceeds of such bonds for the construction of such Infrastructure Capital, then notwithstanding any other provision of this Section 404 to the contrary, the City shall not at any time thereafter have the right to pursue any of the rights or remedies of this Section 404, including without limitation the right to reenter, repossess and/or revest in the City all or any portion of the title to the Property.
"The Form of Grant Deed (PSA Attachment No. 4) conveying title to the Property to Purchaser has been revised and is attached to this Second Amendment so as to provide for the automatic application of the provisions of this Section 404.3 without the need for the any subsequent recordation to be made by the parties hereto to effect a release of the Section 404 remedies as provided herein. City shall provide any reasonable estoppel certificate or other reasonably requested document to the holders, owners and other beneficiaries of the Infrastructure Financing as reasonably required to assure the termination of City remedies Section 404 as provided herein."

14. Notices
Jackson Walker LLP
777 Main Street, Suite 2100
Fort Worth, Texas 76012
Attn: Jarrod Cone

15. Attachment No. 1 - Site Map. Attachment No. 1 of the Agreement is hereby deleted in its entirety and replaced with the Attachment No. 1 attached to this Second Amendment.

16. Attachment No. 2 - Legal Description. Attachment No. 2 of the Agreement is hereby deleted in its entirety and replaced with the Attachment No. 2 attached to this Second Amendment.

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17. Attachment No. 3 - Schedule of Performance. Attachment No. 3 of the Agreement is hereby deleted in its entirety and replaced with the Attachment No. 3 attached to this Second Amendment.

18. Attachment No. 4 - Form of Grant Deed. Attachment No. 4 of the Agreement is hereby deleted in its entirety and replaced with the Attachment No. 4 attached to this Second Amendment.

19. Release of Phases 2, 3 and 4. A new paragraph shall be added to Section 219, Pre- Conditions to Exclusive Negotiations; Termination to read as follows:
"In the event Purchaser is in default under this Agreement and/or the covenants of the Grant Deed (subject to the notice and cure periods of Section 401(4), any extensions provided by the City Manager authorized under this Agreement and the Enforced Delay provisions of this Agreement) as to any Phase of development, including but not limited to the duty of Purchaser to complete the timely development of250,000 square feet on Phase IA Property and the failure to timely develop a minimum of 1,000,000 square feet of buildings on the land designated as Phase IA and 1B of the Site Map in accordance with all of the provisions of the Agreement and its attachments, including without limitation the time requirements of the Schedule of Performance, then City shall have the right to terminate the Agreement as to any remaining phase or phases of development which is or are subsequent to the phase in which any such default occurred, retain such remaining phase or phases as its property free of any duty to negotiate its sale with Purchaser, and to market and sell the property comprising such phase or phases to any third party without interference or objection of any kind of the Purchaser."

20. Full Force and Effect. Except as specifically amended hereby, the Agreement remains in full force and effect and is hereby ratified by the parties hereto. In the event that any of the terms or conditions of the Agreement conflict with this Second Amendment, the terms and conditions of this Second Amendment shall control. Any references to the "Agreement" in the Agreement or any document delivered in connection therewith shall be deemed to mean the Agreement as amended hereby.

21. Counterparts; Signatures. This Second Amendment may be executed and delivered by the parties in several or separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement.
[Remainder of Page Intentionally Left Blank; Signatures on Following Page] Second Amendment to Purchase and Sa1e A!!reement
Covington Investments, l.l.C
A!!reement No. A-7575
APN: 3116-022-929
Page S-1
IN WllNESS 'WHEREOF. the City and Purchaser have signed this Second Amendment to be effective as of the Effective Date.
"PURCHASER"
"CITY"
COVINGTON INVESTMENTS Lf_,C.
a Nevada limited liability company
By:

Name: Mark Milakovich
Title: Authorized Signatory
CITY OF PAl~MDAl,F..
a municipal corporation
By:

Ronda Perez
City Manager
ATTEST:

By:

Roxanne Faber
Acting City Clerk
APPROVED AS TO FORM:

By:

William P. Curley. III
City Attorney
Ry: KANF.. BALLMER & BERKMAN
Hy:

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929
Page S-1
IN WITNESS WHEREOF, the City and Purchaser have signed this Second Amendment to be effective as of the Effective Date.
"PURCHASER"
"CITY"

COVINGTON INVESTMENTS LLC,
a Nevada lim · liability company
By:

Na
Title: Authorized Signatory

CITY OF PALMDALE,
a municipal corporation
By:

Ronda Perez
City Manager
ATTEST:

By:

Roxanne Faber
Acting City Clerk
APPROVED AS TO FORM:

By:

William P. Curley, III
City Attorney
By: KANE, BALLMER & BERKMAN
By:

City Special Counsel
Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929
Page S-1
IN WITNESS WHEREOF, the City and Purchaser have signed this Second Amendment to be effective as of the Effective Date.
"PURCHASER"
"CITY"

COVINGTON INVESTMENTS LLC,
a Nevada limited liability company
By:

Name: Mark Milakovich
Title: Authorized Signatory

CITY OF PALMDALE,
a municipal corporation
By:

ATTEST:

By: g~z-:~
Acting City Clerk
APPROVED AS TO FORM:

By:

William P. Curley, III
City Attorney
By: KANE, BALLMER & BERKMAN
By:

City Special Counsel
Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
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 -PHASE lA INFRASTRUCTURE WORK
Agreement No. A-7575
APN: 3126-022-929
Page S-2
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STREET "B" = 2.64 AC .·PARCELS
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PHASE 1A TOTAL AREA= 95 06 AC
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PHASE 1 B TOTAL AREA= 34.00 AC
' ' PARCU, 8,' ,
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roup, Inc. Eflll,eeno;p(;eosl)ajal•LBn<IPm,r,o
,1w CON::OURS, ONT,',RIO, Ci\Olro4
PHCl'JE: (~) 919-97E9 FAX: (£01) 939 !n60

CITY OF PALMDALE
SEC OF E. AVENUE MAND SIERRA HIGHWAY
TENTATIVE PARCEL MAP 83738

PHASING MAP
Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Phase lA Property:

ATTACHMENT NO. 2

LEGAL DESCRIPTION
[TO BE UPDATED PRIOR TO THE CLOSE OF ESCROW]
Phase lB Property:
[TO BE UPDATED PRIOR TO THE CLOSE OF ESCROW]
Agreement No. A-7575
APN: 3126-022-929
Attachment No. 2 - Legal Description
Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929
Attachment No. 3 - Schedule of Performance
ATTACHMENT NO. 3

SCHEDULE OF PERFORMANCE

1. Purchaser shall execute Agreement Prior to the approval by the City. and deliver Agreement to City.

2. Purchaser shall release and pay the On or before the execution of the Agreement original Good Faith Deposit to the by the City.

City and deliver the Extension Deposit
to the City.

3. City and Purchaser shall open an Within ten (10) calendar days following the escrow for the conveyance of the Site. execution of the Agreement by the City.

4. City shall furnish the Due Diligence Within fifteen (15) calendar days after the Documents to Purchaser. Effective Date.

5. Purchaser shall submit Conceptual Within sixty ( 60) calendar days of the Plans, Drawings and related execution of the Agreement by the City. documents for the development of the
Site pursuant to Section 303.

6. Purchaser shall use commercially From and after the execution of the reasonable efforts to pursue and obtain Agreement on a schedule consistent with all Entitlements for the construction times required by the Agreement for the and development required by this Closing Date and commencement and Agreement. completion of construction of the Project.
7 .1 Purchaser shall submit Evidence of Prior to the execution of the Second Financing pursuant to Section 217 to Amendment.
the City for its approval or disapproval
for the Phase 1 A Infrastructure Work
required for the development of the
Phase lA Property, as well as the
construction of Phase I minimum
250,000 square feet.

7.2 Sale of bonds to fund the Phase lA On or before January 2, 2025 .

Infrastructure Work or submission by
Purchaser to City for City approval of
alternate method of infrastructure
financing.

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC

7.3 Purchaser shall submit Evidence of
Financing pursuant to Section 217 to
the City for its approval or disapproval
for construction of minimum total
Phase I construction of 1,000,000
square feet

8. City shall approve or disapprove
Evidence of Financing.

9.1 Closing Date for the Close of Escrow
on Phase 1 A Property.

9.2 Closing Date for the Close of Escrow
on Phase 1 B Property.

10.1 Purchaser shall commence
construction of the site work and the
Phase 1 A Infrastructure Work required
for development of Phase lA.

10.2 Purchaser shall commence
vertical construction of Phase 1 A.

11. Purchaser shall complete the site work
and Phase 1 A Infrastructure Work
required for the development of Phase
lA, as well as the construction of
Phase I minimum 250,000 square feet
on the Phase 1 A Property.

12. Purchaser shall commence
construction of minimum total Phase
lA construction of 1,000,000 square
feet.

13. Purchaser shall complete construction
of minimum total Phase 1 A
construction of 1,000,000 square feet.

Agreement No. A-7575
APN: 3126-022-929
Attachment No. 3 - Schedule of Performance
From and after the execution of the Second
Amendment on a schedule consistent with
times required by the Agreement for the
Closing Date for the Phase 1 A Property and
commencement and completion of
construction of the Project on the Phase lA
Property.

As to Item 7 .1, prior to the execution of the
Second Amendment; as to all other evidence
of financing submissions, within ten (10)
calendar days after submission.

June 1, 2024.

December 29, 2024.

No later than January 2, 2025.

No later than September 1, 2025.

No later than July 2, 2026.

No later than six (6) months following the
completion of construction of the first
building of Phase I.

Within fifteen ( 15) months of commencement
of construction.

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC

14. Purchaser shall complete construction
of the off site infrastructure required
for the development of the Phase 1 B
Property.

15. City and Purchaser shall complete
good faith negotiations for Phase II.

16. Closing Date for the Close of Escrow
on Phase II, in the event the Phase II
PSA is approved and entered into.

17. City and Purchaser complete good
faith negotiations for Phase III.

18. Closing Date for the Close of Escrow
on Phase III, in the event the Phase III
PSA is approved and entered into.

Agreement No. A-7575
APN: 3126-022-929
Attachment No. 3 - Schedule of Performance
Prior to entering into negotiations with City
for Phase II.

Within six (6) months of commencement of
negotiation.

No later than fifteen (15) months following
the completion of construction of the first
building of Phase I.

Within six (6) months of commencement of
negotiations.

No later than fifteen (15) months following
the completion of the first building of Phase
II.

Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
ATTACHMENT NO. 4

FORM OF GRANT DEED
[Follows this cover page.]
Agreement No. A-7575
APN: 3126-022-929
Attachment No. 4 - Form of Grant Deed
Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
Agreement No. A-7575
APN: 3126-022-929
Attachment No. 6 - Phase 1B Infrastructure Work
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PHASE lA INFRASTRUCTURE WORK
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Second Amendment to Purchase and Sale Agreement
Covington Investments, LLC
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APN: 3126-022-929
Attachment No. 6-Phase 1B Infrastructure Work
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2046/035592-0016
21528313.2 a12/05/24 -2-

EXHIBIT D
TO

ANTELOPE VALLEY COMMERCE CENTER DEVELOPMENT AGREEMENT
Benefitted Areas

[INSERT BENEFITTED AREAS EXHIBIT]

2 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning···· PARCEL 1
PARCEL 2
PARCEL 3
LOT BPARCEL 6PARCEL 7PARCEL 8
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10PARCEL 13
LOT A
REMAINDER PARCEL / N.A.P.

N.A.P.N.A.P.

PARCEL 14
PARCEL 15
PARCEL 11

BENEFITED AREA EXHIBIT

BENEFITED AREA EXHIBIT
2 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning···· PARCEL 1
PARCEL 2
PARCEL 3
LOT BPARCEL 6PARCEL 7PARCEL 8
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10PARCEL 13
LOT A
REMAINDER PARCEL / N.A.P.

N.A.P.N.A.P.

PARCEL 14
PARCEL 15
PARCEL 11
1 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning

PHASING EXHIBIT

PROJECTLOCATION

VICINITY MAP
TYPICAL PROPOSED SECTION - PUBLIC STREET "A", "B", "C" AND "D"SCALE 1" = 20'TYPICAL PROPOSED SECTION - E AVENUE MSCALE 1" = 20' 120' TRANSITION
PARCEL 1
PARCEL 2
PARCEL 3
LOT BPARCEL 6PARCEL 7PARCEL 8
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10PARCEL 13
LOT A
REMAINDER PARCEL / N.A.P.

N.A.P.N.A.P.

PARCEL 14
PARCEL 15
PARCEL 11
PHASE 2PHASE 1
PHASE 3
PHASE 4
2 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning PHASING EXHIBIT - PHASE 1
120' TRANSITION
PARCEL 1
PARCEL 2
PARCEL 3
LOT BPARCEL 6PARCEL 7PARCEL 8
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10
N.A.P.N.A.P.

PARCEL 11
PHASE 2PHASE 1
PHASE 3
PHASE 4
3 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning PHASING EXHIBIT - PHASE 2
PARCEL 1
PARCEL 2
PARCEL 3
LOT BPARCEL 6PARCEL 7PARCEL 8
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10PARCEL 13
REMAINDER PARCEL / N.A.P.

N.A.P.N.A.P.

PARCEL 14
PARCEL 15
PARCEL 11
PHASE 2PHASE 1
PHASE 3
PHASE 4
4 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning PHASING EXHIBIT - PHASE 3
120' TRANSITION
PARCEL 1
PARCEL 2
PARCEL 9
PARCEL 5
PARCEL 4PARCEL 12
PARCEL 10
LOT A
PARCEL 11
PHASE 2PHASE 1
PHASE 3
PHASE 4PHASE 4
5 SOUTHEAST CORNER OF EAST AVENUE M AND SIERRA HIGHWAYCITY OF PALMDALETENTATIVE PARCEL MAP 837382JULY 2024----- 4150 CONCOURS, ONTARIO, CA 91764PHONE: (909) 989-9789 FAX: (909) 989-9660Engineering Geospatial Land Planning PHASING EXHIBIT - PHASE 4
PARCEL 8
PARCEL 9
PARCEL 13
REMAINDER PARCEL / N.A.P.

PARCEL 14
PARCEL 15
PHASE 2PHASE 4
PHASE 3

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
DAB-A1.1

SITE LEGENDSITE PLAN GENERAL NOTESPROJECT DATA

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

FENCE & WALL EXHIBIT
DAB-A1.1E

SITE PLAN KEYNOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

FIRE ACCESS PLAN
DAB-A1.1F

SITE LEGEND

FIRE KEYNOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
1-DAB-A1.1

SITE PLAN KEYNOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL FLOOR PLAN
1-DAB-A2.1
KETNOTES - FLOOR PLANGENERAL NOTES-FLOOR PLANFLOOR SLAB AND POUR STRIPS REQ.

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
1-DAB-A3.1

KEYNOTES - ELEVATIONS

GENERAL NOTES - ELEVATIONSGLAZING LEGEND
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
section
1-DAB-A4.1
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
2-DAB-A1.1

SITE PLAN KEYNOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL FLOOR PLAN
2-DAB-A2.1
KETNOTES - FLOOR PLANGENERAL NOTES-FLOOR PLANFLOOR SLAB AND POUR STRIPS REQ.

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
2-DAB-A3.1

KEYNOTES - ELEVATIONS

GENERAL NOTES - ELEVATIONSGLAZING LEGEND
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
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fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
3-DAB-A1.1

SITE PLAN KEYNOTESSITE LEGENDSITE PLAN GENERAL NOTES
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Project Number:Revision:Date:Drawn by:Title:

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C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

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WESTLAND
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OVERALL FLOOR PLAN
3-DAB-A2.1
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fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
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ELEVATIONS
3-DAB-A3.1

KEYNOTES - ELEVATIONS

GENERAL NOTES - ELEVATIONSGLAZING LEGEND
Owner:Project:Consultants:

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PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
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3-DAB-A4.1
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
4-DAB-A1.1

SITE PLAN KEYNOTESSITE LEGENDSITE PLAN GENERAL NOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL FLOOR PLAN
4-DAB-A2.1
KETNOTES - FLOOR PLANGENERAL NOTES-FLOOR PLANFLOOR SLAB AND POUR STRIPS REQ.

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
4-DAB-A3.1
KEYNOTES - ELEVATIONSCOLOR SCHED. - ELEVATIONSGLAZING LEGEND Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

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fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
section
4-DAB-A4.1

OVERALL SITE PLAN
5-DAB-A1.1

SITE PLAN GENERAL NOTESSITE LEGENDSITE PLAN KEYNOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

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C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

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fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

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Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL FLOOR PLAN
5-DAB-A2.1
KETNOTES - FLOOR PLANGENERAL NOTES-FLOOR PLANFLOOR SLAB AND POUR STRIPS REQ.

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
5-DAB-A3.1

KEYNOTES - ELEVATIONS
GENERAL NOTES - ELEVATIONSCOLOR SCHED. - ELEVATIONS

GLAZING LEGEND
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
5-DAB-A3.2

KEYNOTES - ELEVATIONS
GENERAL NOTES - ELEVATIONSCOLOR SCHED. - ELEVATIONS

GLAZING LEGEND
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
section
5-DAB-A4.1
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Project Number:Revision:Date:Drawn by:Title:

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C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL SITE PLAN
6-DAB-A1.1

SITE PLAN KEYNOTESSITE LEGENDSITE PLAN GENERAL NOTES
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

OVERALL FLOOR PLAN
6-DAB-A2.1

KETNOTES - FLOOR PLAN

GENERAL NOTES-FLOOR PLAN
FLOOR SLAB AND POUR STRIPS REQ.

Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER

ELEVATIONS
6-DAB-A3.1

KEYNOTES - ELEVATIONS

GLAZING LEGEND
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

Sheet:

C I V I LSTRUCTURALMECHANICALPLUMBINGELECTRICALLANDSCAPESOILS ENGINEERFIRE PROTECTION 5/12/23

PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
Y.G.20475

ANTELOPE VALLEY COMMERCE CENTER
HUNTER
section
6-DAB-A4.1
Owner:Project:Consultants:

Project Number:Revision:Date:Drawn by:Title:

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PALMDALE, CA
fax: 949 863 0851tel: 949 863 1770email: [email protected], ca18831 bardeen avenue, - ste. #100hpa, inc.

WESTLAND
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ANTELOPE VALLEY COMMERCE CENTER
HUNTER

GATE DETAILS
DAB-A4.2
FINAL ENVIRONMENTAL IMPACT REPORT 22-001
SCH NO. 2022090009

MITIGATION MONITORING AND REPORTING PROGRAM (MMRP)
November 2024

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
City of Palmdale, California
Lead Agency
City of Palmdale
Department of Economic and Community Development
Attn: Megan Taggart, Deputy Director of Economic and Community Development 38250 Sierra Highway
Palmdale, CA 93550
(661) 267-5200
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP Lead Agency: City of Palmdale SCH No. 2022090009 Table S-1 Summary of Impacts, Mitigation Measures and Conclusions

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

RESPONSIBLE
PARTY

MONITORING
PARTY

IMPLEMENTATION
STAGE

LEVEL OF

SIGNIFICANCE

4.1 Aesthetics
Summary of Impacts
Threshold a: The Project site does not
comprise a scenic vista and no unique views
to scenic vistas are visible from the property
that are not also visible from other areas
surrounding the site. The Project would not
substantially change a scenic vista or
substantially block or obscure a scenic
vista; therefore, because the Project would
not have a substantial adverse effect on a
scenic vista, no impact would occur.

No mitigation is required. N/A N/A N/A No Impact
Threshold b: Because the Project site is not
located within a State scenic highway, the
Project would not substantially damage
scenic resources, including, but not limited
to, trees, rock outcroppings, and historic
buildings within a state scenic highway;
therefore, no impact would occur.

No mitigation is required. N/A N/A N/A No Impact
Threshold c: The Project site is located
within an urbanized area. Because the
Project would not conflict with applicable
zoning and other regulations governing
scenic quality either during short-term
construction or long-term operation of the
Project, impacts would be less than
significant, and no mitigation is required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold d: Project-related development
would not create substantial light or glare.

Compliance with the design standards and
guidelines proposed by SP 22-001 and the
PMC where applicable when SP 22-001 is
silent would ensure that implementation of
the Project would not create a new source of
substantial light or glare which would
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
adversely affect day or nighttime views in
the area. Impacts would be less than
significant and no mitigation is required.

4.2 Air Quality
Summary of Impacts
Threshold a: During construction of the
Project, prior to mitigation, the Project’s
daily construction emissions would exceed
the AVAQMD threshold for VOC. Project
operations, prior to mitigation, would
exceed the AVAQMD daily thresholds in
Phase I for NOX, CO, PM10, and in Phases
II – IV for VOC, NOX, CO, PM10, and
PM2.5. Therefore, prior to mitigation, the
Project has the potential to conflict with the
AVAQMD AQMP during both
construction and operational activities,
resulting in a significant direct and
cumulatively-considerable impact.

As shown in 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
AVAQMD 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 non-attainment
under an applicable federal or State ambient
air quality standard.

AIR MM-1 “Super-Compliant” low volatile organic
compounds (VOC) paints shall be used during
architectural coatings, which have been reformulated
to exceed the regulatory VOC limits put forth by
AVAQMD’s Rule 1113. Super-Compliant low VOC
paints shall be no more than 10 grams per liter (g/L) of VOC. Alternatively, the applicant may utilize pre-
coated tilt-up concrete buildings that do not require the use of architectural coatings (painting).

Project Applicant;
Construction
Contractor(s)
City of Palmdale or its
designee
During Project construction
activities
Significant Direct and
Cumulatively-Considerable
Impact

AIR MM-2 The Project shall implement the following
measures in order to reduce operational mobile source
air pollutant emissions to the extent feasible:

 Only haul trucks meeting model year 2010
engine emission standards shall be used for
the on-road transport of materials to and
from the Project site.
 Legible, durable, weather-proof signs shall
be placed at truck access gates, loading
docks, and truck parking areas that identify
applicable California Air Resources Board
(CARB) anti-idling regulations. At a
minimum, each sign shall include: (1)
instructions for truck drivers to shut off
engines when not in use; (2) instructions
for drivers of diesel trucks to restrict idling
to no more than 5 minutes once the vehicle
is stopped, the transmission is set to
“neutral” or “park,” and the parking brake
is engaged; and (3) telephone numbers of
the building facilities manager and CARB
Project Applicant or
successor in interest;
Future Building
Tenant(s)
City of Palmdale or its
designee
Prior to the issuance of an
occupancy permit; Prior to
tenant occupancy; During
operation of the Project

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
As shown in 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
AVAQMD.

After implementation of feasible
mitigation, NOX and PM10 emissions from
Phase I of the Project would still exceed
applicable daily air pollutant significance
thresholds established by the AVAQMD.

Emissions of VOC, NOX, CO, PM10, and
PM2.5 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.

It should be noted that a majority of the
Project’s NOX, CO, PM10, and PM2.5
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
to report violations. Prior to the issuance of
each occupancy permit, the City of
Palmdale shall conduct a site inspection to
ensure that the signs are in place.
 Prior to tenant occupancy, the Project
Applicant or successor in interest shall
provide documentation to the City
demonstrating that occupants/tenants of
the Project site have been provided
documentation on funding opportunities,
such as the Carl Moyer Program, that
provide incentives for using cleaner-than-
required engines and equipment.
 The minimum number of automobile
electric vehicle (EV) charging stations
required by the California Code of
Regulations Title 24 shall be provided. In
addition, the buildings shall include
electrical infrastructure sufficiently sized
to accommodate the potential installation
of additional auto and truck EV charging
stations in the future.
 Conduit shall be installed to tractor trailer
parking areas in logical locations
determined by the Project Applicant during
construction document plan check, for the
purpose of accommodating the future
installation of EV truck charging stations at
such time this technology becomes
commercially available.

AIR MM-3 The Project shall implement the
following measure in order to reduce operational
energy source air pollutant emissions to the extent
feasible:
 The Project shall include rooftop solar
panels to the extent feasible, with a
capacity that matches the maximum
Project Applicant City of Palmdale or its
designee
Prior to issuance of
building permits; During
operation of the Project

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
than significant, the Project will install EV
supply equipment 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.

allowed for distributed solar connections to
the grid.
 Install Energy Star-rated heating, cooling,
lighting, and appliances.
 Provide information on energy efficiency,
energy-efficient lighting and lighting
control systems, energy management, and
existing energy incentive programs to
future tenants of the Project.
 Structures shall be equipped with outdoor
electric outlets in the front and rear of the
structures to facilitate use of electrical lawn
and garden equipment.

AIR MM-4 The Project shall include the following
language within tenant lease agreements in order to
reduce operational air pollutant emissions to the extent feasible:
 Require tenants to use the cleanest
technologies available and to provide the
necessary infrastructure to support zero-
emission vehicles, equipment, and
appliances that would be operating on site.

This requirement shall apply to 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.

Project Applicant;
Future Building
Tenant(s)
City of Palmdale or its
designee
Prior to issuance of
certificate of occupancy

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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 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.

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:

 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
Developer City of Palmdale or its
designee
During Project construction
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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duty truck vehicle charging stations by
buildout of Phase 1 of the Project, install at
least ten (10) heavy-duty truck vehicle
charging stations by buildout of Phase II of
the Project, and install at least five (5)
heavy-duty truck vehicle charging stations
by buildout of Phase 1 of the Project

 Commit to on-site solar generation
sufficient to meet at least 75% of the
Project’s total operational energy
requirements from within the building
envelope.

 Prior to certificate of occupancy, install
conduit and infrastructure for Level 2 (or
faster) electric vehicle charging stations
on-site for employees for the percentage of
employee parking spaces commensurate
with Title 24 requirements in effect at the
time of building permit issuance plus
additional plus charging stations equal to 5
percent of the total employee parking
spaces in the building permit, whichever is
greater. By buildout of each phase of the
Project, install Level 2 (or faster) electric
vehicle charging stations for 25 percent of
the employee parking spaces required.

 Install HVAC and/or HEPA air filtration
systems in all warehouse facilities.

 Prior to tenant occupancy, provide
documentation to the City of Palmdale
demonstrating that occupants/tenants of
the Project site have been provided
documentation that:

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

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 Recommends the use of electric or
alternatively fueled sweepers with
high efficiency particulate air
(HEPA) filters;
 Recommends the use of water-based
or low VOC cleaning; and
 For occupants with more than 250
employees, require the establishment
of a transportation demand
management program (TDM) to
reduce employee commute vehicle
emissions.

 Include contractual language in tenant
lease agreements requiring that any facility
operator shall:
 Ensure that site enforcement staff in
charge of keeping the daily log and
monitoring for excess idling will be
trained/certified in diesel health
effects and technologies, for
example, by requiring attendance at
California Air Resources Board
(CARB)-approved courses.
 Be required to train managers and
employers on efficient scheduling
and load management to eliminate
unnecessary queuing and idling of
trucks. The building manager or their
designee shall be responsible for
enforcing these requirements.
 Be in, and monitor compliance with,
all current air quality regulations for
on-road trucks including CARB’s
Heavy-Duty (Tractor-Trailer)
Greenhouse Gas Regulation,
Periodic Smoke Inspection Program
Antelope Valley Commerce Center Specific Plan Project
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(PSIP), and the Statewide Truck and
Bus Regulation.

AIR DF-1 Water Conservation. To reduce water
demands and associated energy use, the Project would
implement a Water Conservation Strategy and
demonstrate a minimum 20 percent (%) reduction in
indoor and outdoor water usage when compared to
baseline water demand (total expected water demand
without implementation of the Water Conservation
Strategy). Prior to the issuance of building permits for the Project, the Project applicant shall provide
building plans that include the following water
conservation measures:
 Install low-water use appliances and
fixtures
 Restrict the use of water for cleaning
outdoor surfaces and prohibit systems that
apply water to non-vegetated surfaces
 Implement water-sensitive urban design
practices in new construction
 Install rainwater collection systems where
feasible.

Project Applicant City of Palmdale or its
designee
Prior to the issuance of
building permits

AIR DF-2 Solid Waste Reduction. In order to reduce
the amount of waste disposed at landfills, the Project
would implement a 75% waste diversion program.

Prior to the issuance of building permits for the
Project, the Project applicant shall provide building
plans that include the following solid waste reduction
measures:
 Provide storage areas for recyclables and
green waste in new construction, and food
waste
 storage, if a pick-up service is available.
 Evaluate the potential for onsite
composting.

Project Applicant City of Palmdale or its
designee
Prior to the issuance of
building permits

Antelope Valley Commerce Center Specific Plan Project
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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
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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.
 The contractor shall ensure that traffic
speeds on unpaved roads and Project site
areas are reduced to 15 mph or less.

AIR RR-4 The Project shall comply with AVAQMD
rules related to sulfur content in fuels, including Rule 431.1, Sulfur Content of Gaseous Fuels; Rule 431.2,
Sulfur Content of Liquid Fuels; and Rule 431.3, Sulfur
Content of Fossil Fuels.

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-5 The Project shall comply with the
provisions of AVAQMD Rule 1113, Architectural
Coatings, by requiring that all architectural coatings
must comply with the VOC limits established in Table
1 of Rule 1113.

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

Threshold b: During construction of the
Project, prior to mitigation, the Project’s
daily construction emissions would exceed
the AVAQMD threshold for VOC. Project
operations, prior to mitigation, would
exceed the AVAQMD thresholds in Phase I
AIR MM-1 through AIR MM-5 shall apply. Significant Direct and Cumulatively-Considerable
Impact

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

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for NOX, CO, PM10, and in Phases II – IV
for VOC, NOX, CO, PM10, and PM2.5.

Therefore, prior to mitigation, the Project
has the potential to result in a cumulatively
considerable net increase of a criteria
pollutant for which the project region is
non-attainment under an applicable federal
or State ambient air quality standard,
resulting in a significant direct and
cumulatively-considerable impact.

As shown in 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
AVAQMD 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 non-attainment
under an applicable federal or State ambient
air quality standard.

As shown in 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
AVAQMD.

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

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After implementation of feasible
mitigation, NOX and PM10 emissions from
Phase I of the Project would still exceed
applicable daily air pollutant significance
thresholds established by the AVAQMD.

Emissions of VOC, NOX, CO, PM10, and
PM2.5 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.

It should be noted that a majority of the
Project’s NOX, CO, PM10, and PM2.5
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 equipment 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
Antelope Valley Commerce Center Specific Plan Project
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would reduce emissions to less than
significant and this impact is considered
significant and unavoidable.

Threshold c: The Project would not produce
the volume of traffic required to generate a
CO “hot spot.” The Project also would not
expose people to cancer risks that would
exceed the AVAQMD significance
threshold of 10 in one million or non-cancer
health risks exceeding the applicable
significance threshold of 1.0. Therefore, the
Project would not expose sensitive
receptors to substantial pollutant
concentration. Impacts would be less than
significant and no mitigation is required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold d: The Project does not propose
land uses typically associated with emitting
objectionable odors. The proposed Project
would be required to comply with
AVAQMD Rule 402, Nuisance, to prevent
occurrences of public nuisances. Therefore,
odors associated with the construction and
operation of the Project would be less than
significant and no mitigation is required.

No mitigation is required. N/A N/A N/A Less than Significant Impact

4.3 Biological Resources
Summary of Impacts
Threshold a: Phase I of the Project would
impact 75.28 acres of Joshua tree
woodland. Phases II – IV of the Project
would impact 123.05 acres of Joshua tree
woodland and 6.17 acres of disturbed
Joshua tree woodland. Phase I and Phases II
– IV would directly impact 7,184 western
Joshua trees. The Project also has the
potential to directly and indirectly impact
nesting migratory birds protected by the
BIO MM-1 Avoidance and Minimization Measures
to Avoid Incidental Take of Joshua Tree/Joshua
Tree Woodland and Species of Special Concern.

For all vegetation removal activities, the Project
Applicant shall retain a qualified biologist to ensure
that incidental construction impacts on Joshua trees
and special status wildlife species are avoided or
minimized to the maximum extent practical. The
following shall be required:

Project Applicant;
Construction
Contractor(s); qualified
professional biologist
retained by Project
Applicant
City of Palmdale or its
designee
Prior to the issuance of a
grading permit or any other
permit that would authorize
vegetation removal from or
ground disturbance on the
site; during ground
disturbing construction
activities
Less than Significant with
Mitigation Incorporated

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MBTA and the CDFW if active nests are
disturbed during the nesting season
(February 1 through September 15).

Additionally, the Project has the potential to
directly impact desert kit fox that may
utilize the Project site for denning and the
burrowing owl that may utilize the Project
for nesting/burrowing. Phase 1 of the
Project would impact a total of nine cactus
individuals protected by the California
Desert Native Plants Act (CDNPA). One
special status reptile, the northern legless
lizard may occur in Phase I.

With implementation of Mitigation
Measures BIO MM-1, BIO MM-2, BIO
MM-7, and BIO MM-8, the direct and
indirect impacts of the Project to sensitive
wildlife species would be reduced to less
than significant. With implementation of
Mitigation Measures BIO MM-1, BIO
MM-3, BIO MM-4, and BIO MM-5, direct
impacts to the western Joshua tree would be
reduced to less than significant. With
implementation of BIO MM-6, direct
impacts to the nine cactus individuals that
occur in the Phase I area and that are
protected by the California Desert Native
Plants Act (CDNPA), would be reduced to
less than significant.
a. Biological Monitor. Prior to the issuance
of a grading permit or any other permit that
would authorize vegetation removal from
or ground disturbance on the site, the
Project Applicant shall retain a qualified
biologist (“Dedicated Biologist”) to
monitor vegetation removal and initial
ground disturbing construction activities
for the potential presence of sensitive
wildlife species. The Dedicated Biologist
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.

The Dedicated Biologist shall be on the site
full time during vegetation removal and
grading activities. 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. 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.
b. Wildlife Relocation Plan. Prior to
issuance of the first permit that authorizes
vegetation removal or ground disturbance,
the Dedicated Biologist shall prepare and
Antelope Valley Commerce Center Specific Plan Project
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submit to the City a Wildlife Relocation
Plan. The Wildlife Relocation Plan shall
describe all wildlife species that could
occur within the Project site and proper
handling and relocation protocols. 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. No
wildlife nests, eggs, or nestlings may be
removed or relocated at any time.
c. Injured or Dead Wildlife. 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. A
formal report shall be sent to CDFW and
the City within three calendar days of the
incident or finding. The report shall include
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). 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.
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:

Antelope Valley Commerce Center Specific Plan Project
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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
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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
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

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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.

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.

Project Applicant California Department
of Fish and Wildlife
(CDFW)
Prior to issuance of a
grading or building permits
or any permit that
authorizes ground
disturbance

Antelope Valley Commerce Center Specific Plan Project
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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 MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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habitat functions. Enhancement results in a
gain in habitat function but does not result
in a net gain in habitat acreage.

4. Establishment consists of the development
of habitat in an area where it did not
previously exist through manipulation of
the physical, chemical, and/or biological
characteristics of the site.

Compensatory mitigation may be in the form of
permittee-responsible mitigation, in which the
permittee maintains liability for the construction and
long-term success of the mitigation site or through
mitigation banking/in-lieu fee program, where liability for Project success is transferred to a third party (i.e., a mitigation bank/in lieu fee sponsor). If the Project
Applicant elects to provide mitigation through
mitigation banking/in-lieu fee program, the mitigation
bank/program shall be selected by the Project
Applicant and approved by CDFW and payment shall
be made prior to the issuance of grading or building
permits. The Joshua Tree Conservation Act ITP
process establishes an in-lieu fee program directly
with CDFW (See BIO MM-3).

For permittee-responsible mitigation involving
establishment, restoration, or enhancement of habitat,
the Project Applicant shall retain a qualified Biologist to prepare a Habitat Mitigation Monitoring Plan
(HMMP) to mitigate for loss Joshua tree woodland
habitat. The HMMP shall be reviewed/approved by the
CDFW prior to issuance of grading or building
permits. The detailed HMMP shall contain the
following items:
a. Responsibilities and Qualifications of
the Personnel to Implement and
Supervise the Plan. The responsibilities of
the Project Applicant or its designee,
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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DESIGN FEATURES (DF) AND

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specialists, and maintenance personnel, as
well as the qualifications of specialists and
maintenance personnel that will supervise
and implement the plan, shall be specified.
b. Site Selection. Site selection for
restoration, establishment, enhancement,
and/or preservation mitigation shall be
determined in coordination with the Project
Applicant, or its designee, and resource
agencies. The mitigation site(s) shall be
located in a dedicated open space area or
on land that shall be dedicated and/or
purchased off site.
c. Site Preparation and Planting
Implementation. Site preparation shall
include the following, as determined by
specific site conditions and permit
requirements: 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
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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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.

Project Applicant; City-
approved Biologist
City of Palmdale or its
designee
Prior to the initiation of
construction

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
Project Applicant City of Palmdale or its
designee
Prior to the initiation of
construction

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

THRESHOLD

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DESIGN FEATURES (DF) AND

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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 MMRP Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

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DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

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PARTY

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STAGE

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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.

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 MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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DESIGN FEATURES (DF) AND

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PARTY

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STAGE

LEVEL OF

SIGNIFICANCE
Burrowing Owl Protective Buffer Sizes

Time
of Year
Level of Disturbance
Low Medium High
Nesting
sites
April 1
to
August
15 656
feet
(200
meters)
1,640
feet
(500
meters)
1,640
feet
(500
meters)
Nesting
sites
August
16 to
October
15 656
feet
(200
meters)
656 feet
(200
meters)
1,640
feet
(500
meters)
Nesting
sites
October
16 to
March
31 164
feet
(50
meters)
328 feet
(100
meters)
1,640
feet
(500
meters)

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.

BIO MM-8 Desert Kit Fox/American Badger
Burrows. The Project Applicant shall retain a
qualified Biologist to conduct a pre-construction
Project Applicant;
professional qualified
California Department
of Fish and Wildlife
(CDFW) and City of
No less than 14 days and no
more than 30 days prior the
initiation of ground

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

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

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PARTY

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STAGE

LEVEL OF

SIGNIFICANCE
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 no active burrows are found, no further
mitigation would be required.

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
biologist retained by the
Project Applicant
Palmdale or its
designee
disturbance/construction
activities; Upon completion
of the pre-construction
burrow survey
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

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PARTY

IMPLEMENTATION
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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.

BIO MM-9 Best Management Practices. The
Project Applicant shall incorporate Best Management
Practices (BMPs), including applicable measures
required through the National Pollutant Discharge
Elimination System (NPDES) requirements, to ensure
that the quantity and quality of runoff discharged by
Project activities does not adversely affect the Project area. In particular, 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.

The areas where stockpiling can occur shall be
selected in consultation with the monitoring Biologist.

Spoils shall be stockpiled in disturbed areas lacking
native vegetation. The Construction Contractor shall
clearly mark stockpile areas to define the limits where stockpiling can occur.

Project Applicant;
professional qualified
biologist retained by the
Project Applicant;
Construction
Contractor(s)
City of Palmdale or its
designee
Prior to construction
initiation and during
Project construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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

The Construction Contractor shall designate an area
for vehicle maintenance that is not within or adjacent
to drainages or native vegetation. Fueling and
maintenance of equipment shall take place within the
vehicle maintenance area. Impervious ground surfaces
or plastic covering shall be used to prevent spillage or leakage onto the ground surface. Any spilled
hazardous materials shall be immediately cleaned and
hazardous materials properly disposed of.

Construction Contractor equipment shall be checked
for leaks prior to operation and repaired as necessary.

BIO MM-10 Night Lighting. The Project Applicant
or its designee shall ensure that night lighting shall be directed away from open space areas and shielding
shall be incorporated in the final Project design to
minimize spillover of night lighting into adjacent open 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.

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

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,
Project Applicant or its
designee;
qualified professional
biologist retained by
Project Applicant
City of Palmdale or its
designee
Prior to City approval of
landscaping plan

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

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

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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 MMRP Lead Agency: City of Palmdale SCH No. 2022090009

THRESHOLD

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DESIGN FEATURES (DF) AND

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MONITORING
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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).

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

THRESHOLD

MITIGATION MEASURES (MM)

DESIGN FEATURES (DF) AND

REGULATORY REQUIREMENTS (RR)

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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 MMRP Lead Agency: City of Palmdale SCH No. 2022090009

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DESIGN FEATURES (DF) AND

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MONITORING
PARTY

IMPLEMENTATION
STAGE

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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)

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
invasive plant inventory)) are not included on the list.

The qualified biologist shall make recommendations
for more suitable plant species if necessary. The
qualified biologist shall sign the landscaping plan as
approved prior to City approval of the landscaping
plan. Once a final plant palette is prepared and
approved by the City, landscaping installed in the
development area shall include only species on the
approved palette.

BIO DF-2 Contractor Education. Prior to the
initiation of ground-disturbing construction activities, the Project’s construction contractor supervisors shall be trained by a qualified biologist on the topic of best management construction practices to avoid and
minimize impacts to sensitive biological resources
present on and around the Project site. The
construction supervisors shall be responsible for
enforcement of best practices by its personnel. The
training shall occur within 30 days of the contractor
initiating work on the Project site.

Construction
Contractor(s)
Supervisors; qualified
biologist retained by the
Project Applicant and
Construction Contractors
City of Palmdale or its
designee
Prior to the initiation of
ground-disturbing
construction activities

BIO DF-3 Construction Monitoring Notebook. The
qualified biologist shall maintain a construction-
monitoring notebook on the site throughout the
construction period, which shall include a copy of the
biological resources mitigation measures with
attachments and a list of signatures of all construction supervisory personnel who have successfully
completed the education program. The Project
Applicant or successor in interest shall ensure that a
copy of the construction monitoring notebook is
available for review at the Project site upon request by the CDFW.

Project Applicant;
qualified professional
biologist retained by the
Project Applicant

CDFW During Project construction
activities

BIO DF-4 Delineation of Property Boundaries.

Before beginning activities that would cause ground-
disturbing impacts, the contractor shall, in
Qualified biologist
retained by the Project
Applicant; Construction
City of Palmdale or its
designee
Prior to ground-disturbing
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
consultation with a qualified biologist, clearly
delineate the boundaries of construction activity with
fencing, stakes, or flags, consistent with the grading
plan, within which the impacts would occur. All
impacts outside the fenced, staked, or flagged areas
shall be avoided, and all fencing, stakes, and flags shall be maintained until the completion of impacts in that
area as determined by the qualified biologist.

Contractor(s)
BIO DF-5 Stockpiling. During Project construction,
areas where stockpiling can occur shall be selected in
consultation with a qualified biologist. Spoils shall be stockpiled in disturbed areas lacking native vegetation.

The construction contractor in coordination with a
qualified biologist shall clearly mark stockpile areas in the field to define the limits where stockpiling can
occur.

Qualified professional
biologist retained by the
Project Applicant;
Construction
Contractor(s)
City of Palmdale or its
designee
During Project construction
activities

BIO DF-6 Designation of Construction Vehicle
Maintenance Area. The construction contractor shall
designate an area for vehicle maintenance that is not
within or adjacent to any drainage area or native
vegetation. Fueling and maintenance of equipment
shall take place within the vehicle maintenance area.

Impervious ground surfaces or plastic covering shall
be used to prevent spillage or leakage onto the ground
surface. Any spilled hazardous materials shall be
immediately cleaned and hazardous materials properly
disposed of. Contractor equipment shall be checked
for leaks prior to operation and repaired as necessary.

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

BIO DF-7 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
Construction
Contractor(s)
City of Palmdale or its
designee
During Project construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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.

BIO DF-8 Lighting. Lighting for construction
activities and operations shall be directed inward
toward the Project site and lighting shall not be
directed toward adjacent undeveloped areas.

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

BIO DF-9 Trash and Debris. The following
avoidance and minimization measures shall be
implemented during project construction:
a. Fully covered trash receptacles that are
animal-proof shall be installed and used by
the operator to contain all food, food
scraps, food wrappers, beverage
containers, and other miscellaneous trash.

Trash contained within the receptacles
shall be removed at least once a week from
the Project site.
b. Construction work areas shall be kept clean
of debris, such as cable, trash, and
construction materials. All
construction/contractor personnel shall
collect all litter, vehicle fluids, and food
waste from the Project site on a daily basis.

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

BIO DF-10 Herbicides and Rodenticides. The
Project Applicant or successor in interest shall limit
herbicide use for invasive plant species and shall use
herbicides only if it has been determined by a qualified biologist that hand or mechanical efforts are infeasible.

To prevent drift, the Project Applicant or successor in interest shall apply herbicides only when wind speeds
are less than seven miles per hour. All herbicide
application shall be performed by a licensed applicator and in accordance with all applicable federal, State,
Project Applicant or
Successor in interest;
qualified professional
biologist; Building
Tenant(s)
City of Palmdale or its
designee
During Project construction
activities and during
operation of the Project

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
and local laws and regulations. In addition, no
rodenticides and second-generation anticoagulant
rodenticides shall be used during Project construction
and operational activities.

Threshold b: Based on the proposed limits
of disturbance of Phase I and Phases II – IV
of the Project, the jurisdictional sandy
wash, located in the northwest corner of the
Project site, would be avoided and no direct
impacts to jurisdictional waters would
occur. Therefore, impacts would be less
than significant and no mitigation would be
required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold c: Because no wetland conditions
occur on the Project site, there is no
potential for the Project to have a
substantial adverse effect on State or
federally protected wetlands (including, but
not limited to, marsh, vernal pool, coastal,
etc.) through direct removal, filling,
hydrological interruption, or other means.

Therefore, no impact would occur and no
mitigation is required.

No mitigation is required. N/A N/A N/A No Impact
Threshold d: The Project has the potential
to impact nesting birds if active nests are
disturbed during the nesting season
(February 1 through September 15). The
Project would not substantially interfere
with the movement of any other 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. With
implementation of Mitigation Measure BIO
MM-2, the direct and cumulatively
considerable impacts of the project on
migratory birds protected by the MBTA
would be reduced to less than significant.

BIO MM-2 shall apply. Less than Significant with
Mitigation Incorporated
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
Threshold e: Phase I of the Project would
impact 75.28 acres of Joshua tree
woodland. Phases II – IV of the Project
would impact 123.05 acres of Joshua tree
woodland and 6.17 acres of disturbed
Joshua tree woodland. Phase I and Phases II
– IV would directly impact 7,184 western
Joshua trees. No California juniper trees are
present on the site under existing
conditions. The Project’s disturbance
footprint is intentionally designed to avoid
the unnamed sandy wash located in the
northwest corner of the Project site. With
implementation of Mitigation Measures
BIO MM-1, BIO MM-3, BIO MM-4, and
BIO MM-5, direct impacts to the western
Joshua tree would be reduced to less than
significant.

BIO MM-1, BIO MM-3, BIO MM-4 and BIO MM-
5 shall apply.

Less than Significant with
Mitigation Incorporated
Threshold f: Implementation of the Project
would not conflict with an adopted Habitat
Conservation Plan, Natural Community
Conservation Plan, or other approved local,
regional, or state habitat conservation plan.

No mitigation is required. N/A N/A N/A No Impact

4.4 Cultural Resources
Summary of Impacts
Threshold a: Although fifteen cultural
resources were identified on the Project site,
all of which are 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). Additionally, the
Project site has a low to moderate
sensitivity for buried historical resources.

However, although unlikely, there is a
remote potential that significant historical
resources could be uncovered during
CUL MM-1 Cultural Resource Sensitivity Training.

Prior to construction and as needed throughout the
construction period involving ground-disturbing
construction activities, a construction worker Cultural Resource Sensitivity Training program shall be
provided to all construction workers involved in
ground-disturbing activities prior to employment at
the Project site. The training shall be prepared and
conducted by a qualified professional that meets the
Secretary of Interior’s Professional Qualification
Standards in conjunction with a Tribal Historic
Preservation Officer or a designated Tribal
Professional cultural
resources specialist
retained by the Project
Applicant or the
Construction
Contractor(s); Tribal
Historic Preservation
Officer or a designated
Tribal Representative
from one of the
consulting Native
American tribe
City of Palmdale or its
designee
Prior to construction and as
needed throughout the
construction period
involving ground-
disturbing activities
Less than Significant with
Mitigation Incorporated
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
grading and trenching activities associated
with the Project’s construction. If
significant historical resources are
encountered and not properly identified and
treated, the Project would have a significant
direct and cumulatively considerable
impact for which mitigation would be
required. Implementation of Mitigation
Measures CUL MM-1 through CUL MM-4
and CUL RR-1 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 historical and
archaeological resources would be reduced
to less than significant.

Representative from one of the consulting Native
American tribes, retained by the construction
contractor or by the Project Applicant. The training
session shall focus on the historic, archaeological, and tribal cultural resources that may be encountered
during ground-disturbing activities, as well as the
procedures to be followed in such an event. Workers
attending the training shall sign a form that shall be
kept by the construction contractor or Project
Applicant and made available to the City upon request.

CUL MM-2 Tribal Monitoring Agreement. 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. The
designated Tribal Monitor(s) shall be on-site during all initial ground-disturbing activities, including but not limited to, clearing, grubbing, tree and bush removal,
grading, trenching, fence post replacement,
construction excavation for all utility and irrigation
lines, and landscaping of any kind. In conjunction with a qualified professional that meets the Secretary of
Interior’s Professional Qualification Standards, 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. The
Project Applicant shall submit a fully executed copy
of agreement(s) to the City of Palmdale to ensure
compliance with this requirement. Upon verification,
the City shall clear this condition. The agreement(s)
shall not modify any condition of approval or
mitigation measure.

Project Applicant;
Construction
Contractor(s); qualified
cultural resource
specialist that meets the
Secretary of Interior’s
Professional
Qualification Standards;
Tribal Monitor(s)
City of Palmdale or its
designee
Prior to the issuance of
grading permits

CUL MM-3 Cultural Resource Management Plan.

Prior to any ground-disturbing activities the qualified professional that meets the Secretary of Interior’s
Professional Qualification Standards shall develop a
Qualified professional
that meets the Secretary
of Interior’s Professional
Qualification Standards;
City of Palmdale or its
designee
Prior to any ground-
disturbing
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
Cultural Resource Management Plan (CRMP) and/or
Archaeological Monitoring and Treatment Plan
(AMTP) to address the details, timing, and
responsibilities of all archaeological and cultural
resource activities that occur on the Project site. This Plan shall be written in consultation with the
consulting tribe(s).

Native American
consulting tribe
CUL MM-4 On-Site Monitoring. During all ground-
disturbing activities the qualified professional that
meets the Secretary of Interior’s Professional
Qualification Standards and the Tribal Monitor(s)
shall be on-site full-time. The frequency of inspections shall depend on the rate of excavation, the materials
excavated, and any discoveries of Tribal Cultural
Resources (TCRs) as defined in California Public
Resources Code Section 21074. Archaeological and
tribal monitoring shall be discontinued when the depth
of grading and the soil conditions no longer retain the potential to contain cultural deposits. The qualified
professional that meets the Secretary of Interior’s
Professional Qualification Standards, in consultation
with the Tribal Monitor(s) shall have the authority to
temporarily divert and/or temporarily halt ground-
disturbance operations in the area of discovery to
allow for the evaluation of potentially significant
cultural resources. Isolates and clearly non-significant deposits shall be minimally documented in the field
and collected so that the monitored grading can
proceed.

If a potentially significant cultural resource(s) is
discovered, work shall stop within a 100-foot
perimeter of the discovery and an Environmentally
Sensitive Area (ESA) physical demarcation/barrier
constructed. All work shall be diverted away from the
vicinity of the find, so that the find can be evaluated by the qualified professional that meets the Secretary Qualified
cultural resource
specialist that meets the
Secretary of Interior’s
Professional
Qualification Standards;
Tribal Monitor(s);
Construction
Contractor(s); Native
American consulting
tribe
City of Palmdale or its
designee
During all ground-
disturbing
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
of Interior’s Professional Qualification Standards and
Tribal Monitor(s). The archaeologist shall notify the
Lead Agency (City of Palmdale) and consulting
Tribe(s) of said discovery. The qualified professional
that meets the Secretary of Interior’s Professional
Qualification Standards, in consultation with the Lead
Agency, the consulting Tribe[s], and the Tribal
Monitor, shall determine the significance of the
discovered resource. A recommendation for the
treatment and disposition of the Tribal Cultural
Resource (TCR) shall be made by the qualified
professional that meets the Secretary of Interior’s
Professional Qualification Standards in consultation
with the Tribe(s) and the Tribal Monitor(s) and be
submitted to the Lead Agency for review and
approval. Below are the possible treatments and
dispositions of significant cultural resources in order of CEQA preference:
a. Full avoidance.
b. If avoidance is not feasible, preservation in
place.
c. If preservation is not feasible, all items
shall be reburied in an area away from any
future Project impacts and reside in a
permanent conservation easement or Deed
Restriction.
d. If all other options are proven infeasible,
data recovery through excavation and then
in a curation facility that meets Federal
Curation Standards (CFR 79.1).

CUL RR-1 If human remains are encountered during
ground-disturbing construction activities, compliance
with California Health and Safety Code § 7050.5 and
Public Resources Code § 5097 et. seq. shall be
required. State Health and Safety Code § 7050.5 states
that no further disturbance shall occur until the Los
Angeles County Coroner has made the necessary
Construction
Contractor(s); Los
Angeles County
Coroner; Native
American Heritage
Commission
Los Angeles County
Coroner
If human remains are
encountered during ground-
disturbing construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
findings as to origin. Further, pursuant to Public
Resource Code § 5097.98(b) remains shall be left in
place and free from disturbance until a final decision
as to the treatment and disposition has been made. If
the Los Angeles County Coroner determines the
remains to be Native American, the Native American
Heritage Commission shall be contacted within the
period specified by law (24 hours). Subsequently, the
Native American Heritage Commission shall identify
the "most likely descendant." The most likely
descendant shall then make recommendations and
engage in consultation concerning the treatment of the
remains as provided in Public Resources Code §
5097.98. Evidence of compliance with this mitigation
measure, if human remains are found, shall be
provided to the City Planning Department upon the
completion of a treatment plan and final report
detailing the significance and treatment finding.

Threshold b: No known significant
archaeological resources are present on the
property and the Project site has a low to
moderate sensitivity for buried prehistoric
archaeological resources. However,
although unlikely, there is a remote
potential that significant archaeological
resources could be uncovered during
grading and trenching activities associated
with the Project’s construction. If
significant archaeological resources are
encountered and not properly identified and
treated, the Project would have a significant
direct and cumulatively considerable
impact for which mitigation would be
required. Implementation of Mitigation
Measures CUL MM-1 through CUL MM-4
and CUL RR-1 would ensure the proper
identification and subsequent treatment of
any significant historical or archaeological
CUL MM-1 through CUL MM-4 shall apply. Less than Significant with Mitigation Incorporated
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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 historical and
archaeological resources would be reduced
to less than significant.

Threshold c: In the unlikely event that
human remains are discovered during
Project grading or other ground disturbing
activities, the Project’s contractors would
be required to comply with the applicable
provisions of California Health and Safety
Code Section 7050.5 and California Public
Resources Code Section 5097 et seq.

Mandatory compliance with State law
would ensure that human remains, if
encountered, are appropriately treated and
would preclude the potential for significant
impacts to human remains.

No mitigation is required. N/A N/A N/A Less than Significant Impact

4.5 Energy
Summary of Impacts
Threshold a: The amount of energy and fuel
estimated to be consumed by construction
and operation of the Project would not be
inefficient, wasteful, or unnecessary.

Furthermore, the Project would not cause or
result in the need for additional energy
facilities or energy delivery systems.

No mitigation is required; however, mitigation
measures AIR MM-1 through AIR MM-5 shall be
implemented.

N/A N/A N/A Less than Significant
Impact
Threshold b: The Project would not cause
or result in the need for additional energy
production or transmission facilities. The
Project would not conflict with or obstruct
the achievement of energy conservation
goals within the State of California
identified in State and local plans for
renewable energy and energy efficiency.

No mitigation is required; however, mitigation
measures AIR MM-1 through AIR MM-5 shall be
implemented.

N/A N/A N/A Less than Significant
Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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

4.6 Geology and Soils
Summary of Impacts
Threshold a: The Project site is not located
within an Alquist-Priolo Earthquake Fault
Zone or within a fault zone depicted on the
City’s Fault Map and thus the risk of fault
rupture to occur on the site is considered
low. Although the Project site is located in
a seismically active area of southern
California and is expected to experience
moderate to severe ground shaking during
the lifetime of the Project, mandatory
compliance with the California Building
Standards Code (CBSC), the City Building
Code, and the recommendations of the site-
specific Geotechnical Investigation would
ensure that potential effects associated with
strong seismic ground shaking would be
less than significant. Based on the lack of a
historic high ground water table within the
upper approximately 50 feet of the ground
surface, and the mapping performed by the
California Geological Survey (CGS), the
Project would not be subject to seismic-
related ground failure, including
liquefaction, and impacts would be less than
significant. The Project site and areas
immediately surrounding the Project site do
not contain steep slopes capable of
producing landslide hazards that could
affect future development on site, and there
are no components of the proposed Project
that would result in the potential for
landslide hazards; thus, impacts would be
less than significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold b: Approximately 87.2 percent of
the Project site contains soils that have a
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
slight susceptibility to erosion, while the
remaining 12.8 percent of the Project site
contains soils that have a moderate
susceptibility to erosion. However, the
Project would not result in substantial soil
erosion or loss of topsoil as the Project
would implement the recommendations
provided in the Project’s Geotechnical
Investigation to reduce soil erosion and the
potential for water and/or wind erosion
impacts to soils during Project construction
would be reduced to less than significant
levels. Additionally, the Project Applicant
would be required to obtain an NPDES
permit for construction activities and adhere
to a Stormwater Pollution Prevention Plan
(SWPPP) and the City’s Stormwater
Management Plan (SWMP), as well as the
PMC, and AVAQMD Rule 403. With
mandatory compliance to these regulatory
requirements, the potential for water and
wind erosion impacts during construction
would be less than significant. Following
development, wind and water erosion on the
Project site would be minimized, because
the areas disturbed during construction
would be landscaped or covered with
impervious surfaces and drainage would be
controlled through a storm drain system.

Furthermore, because all runoff generated
on-site would be retained on site and
allowed to infiltrate into site soils, the
Project has no potential to result in or
contribute to erosion hazards downstream.

Impacts would be less than significant.

Threshold c: The Project site and
surrounding areas exhibit little topographic
variation, indicating that the potential for
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
landslide hazards is low. Additionally, the
Project would not involve the creation of
any large slopes that would have the
potential to result in landslide hazards.

Accordingly, no impact due to landslide
hazards would occur. Due to the lack of
potential liquefaction hazards on site and
the geotechnical conditions of the Project
site, the potential for lateral spreading and
subsidence is considered low, resulting in
less than significant impacts. The results of
laboratory testing indicate that the near-
surface soils within the upper
approximately 5 to 6 feet possess a slight to
moderate potential for collapse when
exposed to moisture infiltration. However,
mandatory compliance with the CBSC, the
City Building Code, and the
recommendations of the site-specific
Geotechnical Investigation would ensure
that potential effects associated with
collapse would be less than significant. In
addition, based on the lack of a historic high
ground water table within the upper
approximately 50 feet of the ground
surface, and the mapping performed by the
CGS, SCG concludes that the Project would
not be subject to seismic-related ground
failure, including liquefaction, and impacts
would be less than significant.

Threshold d: Laboratory testing performed
on a representative sample of the near
surface soils indicates that these materials
are non-expansive, with an Expansion
Index (EI) of 0. Therefore, the Project
would not be located on expansive soil, as
defined in Section 1803.5.3. of the
California Building Code (2022) and would
No mitigation is required. N/A N/A N/A No Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
not create substantial direct or indirect risks
to life or property, and no impact would
occur.

Threshold e: Sewer service to the proposed
Project is owned and maintained by the City
of Palmdale Public Works, Sewer
Maintenance Division (COPSM).

Connection plans for the proposed Project
would be reviewed and approved by the
City of Palmdale Engineering Division, and
no septic tanks or alternative wastewater
disposal systems are proposed or allowed as
part of the Project. Accordingly, no impact
related to septic systems would occur.

Wastewater produced by the Project would
be conveyed via the new sewer laterals to
the City’s collection and conveyance
system to be treated at the LACSD No. 14’s
Lancaster Water Reclamation Plant.

No mitigation is required. N/A N/A N/A No Impact
Threshold f: 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.” 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 evaluated as a potentially significant
GEO MM-1 Prior to the issuance of grading permits,
the Project Applicant shall retain a qualified
paleontologist approved by the City to create and
implement a Project-specific plan for monitoring site
grading/earthmoving activities (Project
paleontologist). The Project paleontologist retained
shall review the approved development plan and
grading plan and conduct any pre-construction work
necessary to render appropriate monitoring and
mitigation requirements as appropriate. These
requirements shall be documented by the project
paleontologist in a Paleontological Resources
Mitigation and Monitoring Plan (PRMMP). The
PRMMP shall describe the monitoring levels required
during excavations, and the location of areas deemed
to have a high paleontological resource potential. This PRMMP shall be submitted to the City for approval
prior to issuance of a grading permit. Requirements to
be included in the PRMMP are as follows:

Project Applicant;
qualified paleontologist
approved by the City;
Construction
Contractor(s); all field
personnel
City of Palmdale or its
designee
Prior to the issuance of
grading permits
Less than Significant with
Mitigation Incorporated
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
impact for which mitigation would be
required.

 Worker’s Environmental Awareness
Program. Prior to the start of the proposed
Project activities, the PRMMP shall
require that all field personnel shall receive
a worker’s environmental awareness
training on paleontological resources. The
training shall provide a description of the
laws and ordinances protecting fossil
resources, the types of fossil resources that
may be encountered in the Project area, the
role of the Project paleontologist, outline
steps to follow in the event that a fossil
discovery is made and provide contact
information for the Project paleontologist.

The training shall be developed by the
Project paleontologist and can be delivered
concurrent with other training including
cultural, biological, safety, etc.
 Paleontological Mitigation Monitoring.

The PRMMP shall describe the monitoring
levels required during excavations, and the
location of areas deemed to have a high
paleontological resource potential.

Monitoring shall entail the visual
inspection of excavated or graded areas
and trench sidewalls. If the Project
paleontologist determines full-time
monitoring is no longer warranted, based
on the geologic conditions at depth,
he/she/they may recommend that
monitoring be reduced or cease entirely.
 Fossil Discoveries. If a paleontological
resource is discovered, the Project
paleontologist shall have the authority to
temporarily divert the construction
equipment around the find until it is
assessed for scientific significance and, if
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
appropriate, collected. If the resource is
determined to be of scientific significance,
the Project paleontologist shall complete
the following:
o Salvage of Fossils. If fossils are
discovered, all work in the immediate
vicinity shall be halted to allow the
Project paleontologist to evaluate the
discovery and determine if the fossil
may be considered significant. If the
fossils are determined to be
potentially significant, the Project
paleontologist shall recover them
following standard field procedures
for collecting paleontological as
outlined in the PRMMP prepared for
the Project. The Project
paleontologist shall have the
authority to temporarily direct, divert
or halt construction activity to ensure
that the fossil(s) can be removed in a
safe and timely manner.
o Fossil Preparation and Curation.

The PRMMP shall identify the
museum that has agreed to accept
fossils that may be discovered during
Project-related excavations. Upon
completion of fieldwork, all
significant fossils collected shall be
prepared in a properly equipped
laboratory to a point ready for
curation. Preparation may include the
removal of excess matrix from fossil
materials and stabilizing or repairing
specimens. During preparation and
inventory, the fossil specimens shall
be identified to the lowest taxonomic
level practical prior to curation at an
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
accredited museum. The fossil
specimens shall be delivered to the
accredited museum or repository no
later than 90 days after all fieldwork
is completed. The cost of curation
shall be assessed by the repository
and shall be the responsibility of the
Project Applicant.
 Final Paleontological Mitigation Report.

Upon completion of ground-disturbing
activities (and curation of fossils if
necessary), the Project paleontologist shall
prepare a final mitigation and monitoring
report outlining the results of the
mitigation and monitoring program. The
report shall include discussion of the
location, duration and methods of the
monitoring, stratigraphic sections, any
recovered fossils, and the scientific
significance of those fossils, and where
fossils were curated.

GEO RR-1 Prior to issuance of grading or building
permits, the City of Palmdale Building and Safety
Division shall verify that all of the recommendations
provided in the Project’s Geotechnical Investigation
prepared by Southern California Geotechnical and
included as Technical Appendix F1 to the Project’s
EIR, are incorporated into the Project’s grading and
building plans and implemented by the construction
contractors. Recommendations are made for, but are
not limited to: 1) Seismic Design Considerations; 2)
Geotechnical Design Considerations: all grading
activities shall be completed in accordance with the
Grading Guide Specifications included as Appendix D
of the Geotechnical Investigation; 3) Site Grading
Recommendations; 4) Construction Considerations; 5)
Foundation Design and Construction; 6) Floor Slab
Project Applicant City of Palmdale
Building and Safety
Division
Prior to issuance of grading
or building permits

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
Design and Construction; 7) Retaining Wall Design
and Construction; and 8) Pavement Design
Parameters.

GEO RR-2 The Project is required to comply with the
provisions of PMC Chapter 8.04, Adoption of Health,
Safety and Technical Construction Codes which
generally require that all projects comply with
California Building Codes and the International
Building Codes. These codes establish site-specific
investigation requirements, construction standards,
and inspection procedures to ensure that development
does not pose a threat to the health, safety, and welfare of the public, and include requirements related to
erosion.

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

GEO RR-3 The Project is required to comply with the
provisions of AVAQMD Rule 403 by addressing
blowing dust from the Project’s construction activities.

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

GEO RR-4 The Project is required to comply with the
provisions of the Project’s NPDES permit, the
Project’s SWPPP as well as the City’s SWMP.

Compliance would identify and implement an
effective combination of erosion control and sediment
control measures (i.e., Best Management Practices) to
reduce or eliminate discharge to surface water from
stormwater and non-stormwater discharges.

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

4.7 Greenhouse Gas Emissions
Summary of Impacts
Threshold a: The Project would generate
approximately 40,288.20 MTCO2e/yr from
construction and operational activities in
Phase I, 109,009.41 MTCO2e/yr from
construction and operational activities in
Phases II - IV, and 149,297.79 MTCO2e/yr,
from construction and operational activities
AIR MM-3 through AIR MM-5 shall apply. Significant Unavoidable Cumulatively-Considerable
Impact

GHG DF-1 Water Conservation. To reduce water
demands and associated energy use, the Project is
required to implement a Water Conservation Strategy
Project Applicant;
Construction
City of Palmdale or its
designee
During Project construction
activities and during
operation of the Project;

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
at Project buildout, which is above the
SCAQMD screening threshold of 3,000
MTCO2e per year. Accordingly, prior to
mitigation, the Project’s GHG emissions
represent a significant cumulatively-
considerable impact on the environment.

As shown on Table 4.7-5, Project GHG
Emissions Summary (With Mitigation),
after implementation of feasible mitigation,
greenhouse gas (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. Thus,
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 City’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
and demonstrate a minimum 20 percent reduction in
indoor and outdoor water usage when compared to
baseline water demand (total expected water demand
without implementation of the Water Conservation
Strategy). Prior to the issuance of building permits for the Project, the Project applicant shall provide
building plans that include the following water
conservation measures:
a) Install low-water use appliances and
fixtures
b) Restrict the use of water for cleaning
outdoor surfaces and prohibit systems that
apply water to non-vegetated surfaces
c) Implement water-sensitive urban design
practices in new construction
d) Install rainwater collection systems where
feasible
Contractor(s); Future
Building Tenant(s)
Prior to issuance of
building permits

GHG DF-2 Solid Waste Reduction. To reduce the
amount of waste disposed at landfills, a 75 percent
waste diversion program shall be implemented during
Project construction. Prior to the issuance of building permits, the City shall verify that building plans
contain the following solid waste reduction measure
requirements:
a) Provide storage areas for recyclables, as
well as for green waste and food waste
storage, if a pick-up service is available.
b) Compost on site if feasible.

Project Applicant;
Construction
Contractor(s); Building
Tenant(s)
City of Palmdale or its
designee
During Project construction
activities and during
Project operation; Prior to
issuance of building
permits

GHG DF-3 Cargo handling equipment shall be non-
diesel. If more than one piece of cargo handling
equipment is required by the building user, the
equipment shall be zero-emission.

Building Tenant(s) City of Palmdale or its
designee
During operation of the
Project

GHG RR-1 The Project is required to comply with the
PMC Chapter 14.05, Water Efficient Landscape.

Efficient water use lowers GHG emissions by
Project Applicant;
Construction
City of Palmdale or its
designee
During Project construction
activities and during
operation of the Project

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
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 terms 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.
reducing the consumption of energy resource required
to treat and deliver water.

Contractor(s); Building
Tenant(s)
GHG RR-2 The Project is required to directly or
indirectly comply with all applicable GHG reduction
mandates imposed by the State of California and the
AVAQMD. Those that are applicable to the Project
either directly or indirectly and that would reduce
GHG emissions are:
a) Pavley Fuel Efficiency Standards (AB
1493). Establishes fuel efficiency ratings
for new vehicles.
b) Title 24 California Code of Regulations
(California Building Code). Establishes
energy efficiency requirements for new
construction.
c) Title 20 California Code of Regulations
(Appliance Energy Efficiency Standards).

Establishes energy efficiency requirements
for appliances.
d) Title 17 California Code of Regulations
(Low Carbon Fuel Standard). Regulates
the carbon content of fuel sold in
California.
e) Statewide Retail Provider Emissions
Performance Standards (SB 1368).

Requires energy generators to achieve
performance standards for GHG emissions.
f) Renewable Portfolio Standards (SB 1078).

Requires electric corporations to increase
the amount of energy obtained from
eligible renewable energy resources.

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

Threshold b: The Project would not conflict
with any of the CARB Scoping Plan
elements as any regulations adopted would
apply directly or indirectly to the Project.

Additionally, the Project would not conflict
with the GHG reduction goals of the City’s
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
General Plan, and impacts would therefore
be less than significant. The Project’s
mitigation measures, design features, and
regulatory requirements specified below in
Subsection 4.7.7 and 4.7.8 would further
ensure that the Project does not conflict
with the GHG reduction policies of the
City’s General Plan. Impacts would be less
than significant.

4.8 Hazards and Hazardous Materials
Summary of Impacts
Thresholds a and b: With mandatory
compliance with applicable hazardous
materials regulations, the Project would
result in less than significant impacts due to
the creation of a significant hazard to the
public or the environment through routine
transport, use, or disposal of hazardous
materials during the construction phase.

Additionally, with mandatory regulatory
compliance, potential hazardous materials
impacts associated with long-term
operation of the Project would be less than
significant; thus no mitigation is required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
HAZ RR 4-1 All construction contractors are required
to comply with all applicable regulations and
requirements promulgated by the federal Occupational
Safety and Health Administration (OSHA).

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

HAZ RR 4-2 The Project is required to comply with
Title 22, Division 4.5 of the California Code of
Regulations, which requires residents and employees
to dispose of household hazardous waste, including
pesticides, batteries, old paint, solvents, used oil,
antifreeze, and other chemicals, at a Household
Hazardous Waste Collection Facility.

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

HAZ RR 4-3 The Project is required to comply with
Title 22, Division 4.5, Chapter 11 of the California
Code of Regulations which requires fluorescent lamps,
batteries, and mercury thermostats be recycled or
taken to a Household Hazardous Waste Collection
Facility.

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

HAZ RR 4-4 In accordance with the California
Accidental Release Prevention (CalARP) program, if
any businesses occupies the Project site that handles
more than a specific threshold quantity of a regulated
Building Tenant(s) Unified Program
Agencies (UPAs), such
as the Los Angeles
If any businesses occupies
the Project site that handles
more than a specific
threshold quantity of a

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
substance listed in the CalARP regulations, the
business is required to prepare a Risk Management
Plan (RMP) detailing the potential accident factors
present and the measures that will be implemented to
reduce accident potential. The RMP must include, but
not be limited to, safety information, a hazard review, operating procedures, training requirements,
maintenance requirements, compliance audits, and
incident investigation procedures. The CalARP
program requirements are implemented and enforced
at the local government level by Unified Program
Agencies (UPAs), such as the Los Angeles County
Fire Department. The UPAs determine the level of
detail needed in the RMPs, review the RMPs, conduct
facility inspections, and provide public access to most of the relevant information.

County Fire
Department
regulated substance listed
in the CalARP regulations;
During occupation of the
building
Threshold c: Because there are no existing
schools located within 0.25-mile of the
Project site, there is no potential for the
Project emit hazardous emissions or handle
hazardous or acutely hazardous materials,
substances, or waste within one-quarter
mile of an existing or proposed school.

Therefore, no impact would occur.

No mitigation is required. N/A N/A N/A No Impact
Threshold d: Because the Project site is not
located on any list of hazardous materials
sites compiled pursuant to Government
Code Section 65962.5, no impact would
occur and no mitigation is required.

No mitigation is required. N/A N/A N/A No Impact
Threshold e: Because the Project’s would
be consistent with the FAA, the ALUC, and
the AICUZ Final Report, implementation of
the Project would not result in a safety
hazard or excessive noise for people
residing or working in the Project area;
therefore, impacts would be less than
significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
Threshold f: The Project site does not
contain any emergency facilities nor does it
serve as an emergency evacuation route,
and there are no components of the Project
with the potential to conflict with or
interfere with the City’s Emergency
Operation Plan (EOP). Accordingly,
implementation of the proposed Project
would not impair implementation of or
physically interfere with an adopted
emergency response plan or an emergency
evacuation plan. Therefore, impacts would
be less than significant and no mitigation is
required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold g: Because the Project site is not
located in close proximity to wildlands or
areas with high fire hazards, development
of the Project would not expose people or
structures, either directly or indirectly, to a
significant risk of loss, injury or death
involving wildland fires significant wildfire
risk.

No mitigation is required. N/A N/A N/A No Impact

4.9 Hydrology and Water Quality
Summary of Impacts
Threshold a: As required by the National
Pollutant Discharge Elimination System
(NPDES) permit, an approved Stormwater
Pollution Prevention Plan (SWPPP) would
be implemented during construction
activities; therefore, impacts to water
quality during construction would be less
than significant. Under long-term
operation, the Project would not discharge
any surface waters from the Project site, and
No mitigation is required.

HYDRO RR-1 As required by the provisions of the
NPDES permit, the Project Applicant would be
required to obtain an NPDES permit for construction
activities, which includes the preparation and
implementation of a Stormwater Pollution Prevention
Plan. The Project’s construction contractors will be
required to follow the requirements outlined in the
SWPPP. Compliance with the NPDES permit and the
N/A

Project Applicant;
Construction
Contractor(s)
N/A

Regional Water Quality
Control Board
(RWQCB)
N/A

During Project construction
activities
Less than Significant
Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
the proposed aboveground infiltration basin
would address erosion and other water
quality pollutants of concern. As such, the
Project has no potential to violate any water
quality standards or waste discharge
requirements or otherwise substantially
degrade surface water quality under long-
term operational conditions. Impacts would
be less than significant.

SWPPP would identify and implement an effective
combination of erosion control and sediment control
measures (i.e., Best Management Practices) to reduce
or eliminate discharge to surface water from storm
water and non-stormwater discharges during
construction activities.

Threshold b: The Project would be served
with potable water by Los Angeles County
Waterworks District (LACWD) District 40,
and the Project would not involve direct
groundwater extraction via existing or
proposed groundwater wells. Because the
Project’s proposed land uses are accounted
for by the LACWD 2020 Urban Water
Management Plan (UWMP), and because
the UWMP demonstrates that the LACWD
would have sufficient supply to meet
projected demand through 2045, it is
concluded that the LACWD would have
sufficient water supply available to serve
the Project and reasonably foreseeable
future development during normal, dry and
multiple dry years. Thus, the Project would
not result in a decrease in groundwater
supplies that may impede sustainable
groundwater management of the basin. In
addition, because all runoff generated on
the Project site would infiltrate into the
groundwater table, the Project would not
interfere substantially with groundwater
recharge such that the Project may impede
sustainable groundwater management of
the basin. Impacts would be less than
significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
Threshold c: The Project Applicant would
be required to obtain an NPDES permit,
which involves the preparation and
implementation of a SWPPP to address
erosion and siltation hazards during Project
construction. The potential for erosion
hazards on site would be substantially
decreased as compared to existing
conditions with build-out of the Project site.

The Project has no potential to contribute
runoff to off-site areas that may increase
erosion hazards off-site. The Project has no
potential to substantially increase the rate or
amount of surface runoff in a manner that
would result in flooding on- or off-site, and
no impact would occur. Additionally, the
Project has no potential to exceed the
capacity of any existing or proposed
stormwater drainage systems, and no
impact would occur. Furthermore, the
Project would not impede or redirect flood
flows, and impacts would be less than
significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold d: The Project site is not subject
to inundation by flood hazards, seiches, or
tsunamis. As such, the Project has no
potential to risk release of pollutants due to
site inundation. Therefore, no impact would
occur as result of implementation of the
Project.

No mitigation is required. N/A N/A N/A No Impact
Threshold e: The Antelope Valley
Groundwater Basin is exempt from the
requirements of the Sustainable
Groundwater Management Act (SGMA),
Los Angeles County Water District
(LACWD) District 40 has not adopted a
groundwater management plan, and no
regional groundwater management plan
No mitigation is required. N/A N/A N/A No Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
currently exists for the Antelope Valley
Groundwater Basin. As such, the Project
has no potential to conflict with or obstruct
implementation of a sustainable
groundwater management plan, and no
impact would occur. Furthermore, the
Project has no potential to conflict with or
obstruct implementation of a water quality
control plan. Therefore, no impact would
occur as result of implementation of the
Project.

4.10 Land Use and Planning
Summary of Impacts
Threshold a: The Project would not disrupt
or divide the physical arrangement of an
established community. Impacts would be
less than significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold b: Implementation of the Project
would be consistent with Federal Aviation
Administration (FAA) regulations, the Los
Angeles County Airport Land Use Plan
(ALUP), and the USAF Plant 42 Air
Installation Compatible Use Zone (AICUZ)
Final Report. The Project would not conflict
with any SCAG Connect SoCal goals. With
approval of General Plan Amendment
(GPA) 22-001 and Specific Plan (SP) 22-
001, the Project would be fully consistent
with the City’s General Plan. Finally, the
Project would not conflict with the
Palmdale Municipal Code (PMC) or any
other land use plan, policy, or regulation
adopted for the purpose of avoiding or
mitigating an environmental effect.

Additionally, there are no impacts due to
land use incompatibility that have not
already been evaluated and mitigated to the
Less than Significant
Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
maximum feasible extent in other relevant
sections of this EIR.

4.11 Noise
Summary of Impacts
Threshold a: Noise levels generated by
short-term construction of the Project
would be less than significant at the nearest
receptors. On-site operational noise levels
would be less than significant at the nearest
receptors. In addition, the off-site traffic
noise levels generated by the Project would
be less than significant. Therefore, the
Project would not generate substantial
temporary or permanent increase in ambient
noise levels in the vicinity of the Project in
excess of standards established in the local
general plan or noise ordinance, or
applicable standards of other agencies.

Impacts would be less than significant and
no mitigation is required.

No mitigation is required.

NOI RR-1 All construction activities shall adhere to
PMC Section 8.28.030, limiting construction-
activities to the hours of 6:00 AM and 6:00 PM,
prohibiting earth excavating and similar activities
between 8:00 PM and 6:30 AM and on Sundays in any
residential zone or within 500 feet of any residence,
hotel, motel, or recreational vehicle park. This
requirement shall be noted on all grading and building
plans and in bid documents issued to construction
contractors.

N/A

Project Applicant;
Construction
Contractor(s)
N/A

City of Palmdale or its
designee
N/A

During Project construction
activities
Less than Significant
Impact

Threshold b: The vibration impacts of the
Project are considered less than significant
during typical construction activities at the
Project site. Vibration levels reported at the
receiver locations are unlikely to be
sustained during the entire construction
period but would occur only during the
times that heavy construction equipment is
operating adjacent to the Project site
perimeter. Therefore, the construction and
operational activities of the Project would
not result in a perceptible groundborne
vibration or noise that exceeds thresholds of
significance. Impacts would be less than
significant and no mitigation is required.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold c: Although the Project site is
located within the AIA, the Project’s
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
industrial and commercial land uses are
considered normally acceptable within the
AIA; therefore, because the Project would
not expose people residing or working in
the Project area to excessive noise levels
related to a private airstrip, airport land use
plan or public airport our public use airport,
impacts would be less than significant and
no mitigation is required.

4.12 Public Services
Summary of Impacts
Threshold a.i: The Project would place
demand on fire protection services but
would not result in the need for new or
physically altered fire protection facilities.

No impact would occur.

No mitigation is required.

PS RR-1 As a condition of Project approval, the
proposed Project shall conform to all mandatory local,
State, and federal laws, ordinances, and standards
relating to fire safety. Among other items, these
requirements include conformance with the Uniform
Building Code Section 1503, which requires that all
buildings be constructed with fire retardant roofing
material. Access routes in the Project area would be
required to be maintained throughout construction and
buildout of the proposed Project.

PS RR- 2 The Project shall adhere to PMC Chapter

3.45, Public Facility Development Impact Fee
Requirements, which requires payment of a
Development Impact Fee to assist the City in
providing for fire protection facilities, including fire stations; providing for police protection facilities; and providing for other public services and facilities.

Payment of the Development Impact Fees would
ensure that funds are available for capital
improvements, such as land/equipment purchases and
fire station construction.

N/A

Project Applicant,
Construction
Contractors; Building
Tenants

Project Applicant
N/A

City of Palmdale or its
designee

City of Palmdale or its
designee
N/A

During Project construction
activities and during
operation of the Project

Prior to issuance of
building permits
No Impact

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
PS RR-3 Prior to issuance of occupancy permits, the
Project Applicant shall contribute appropriate school
impact fees to the Palmdale School District (PSD), the
Lancaster School District (LSD), and the Antelope
Valley Unified School District (AVUHSD) at the rates
established by the PSD, the LSD, and the AVUHSD,
as required by Public Education Code § 17072.10-18.

Project Applicant City of Palmdale or its
designee
Prior to issuance of
occupancy permits

Threshold a.ii: The Project would place
demand on sheriff’s services but would not
result in the need for new or physically
altered sheriff station facilities. No impact
would occur.

No mitigation is required. N/A N/A N/A No Impact
Threshold a.iii: The Project would not
directly generate a residential population,
and thus would not directly or indirectly
impact school services in the local area or
cause the need for new or physically altered
school facilities. No impact would occur.

No mitigation is required. N/A N/A N/A No Impact

Threshold a.iv: The Project does not
propose any residential uses or other land
use that may directly or indirectly generate
a population that would increase the use of
existing neighborhood and regional parks or
other recreational facilities such that they
would experience physical change or cause
the need to construct or physically alter a
park or other recreation facility. However,
the Project’s workforce may utilize park
facilities during their lunch hour or
workday breaks, therefore, although the
Project as well as other development
projects in the area would be required to pay
Development Impact fees, impacts are
deemed to be less than significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold a.v: The Project would not
directly generate a residential population,
and thus would not directly or indirectly
impact other public facilities in the local
No mitigation is required. N/A N/A N/A No Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
area such that they would experience
physical change or cause the need to
construct or physically alter a public
facility. No impact would occur.

4.13 Transportation
Summary of Impacts
Threshold a: The Project is consistent with
the RTP/SCS, the City’s General Plan,
including the goals and policies of the
General Plan Circulation and Mobility
Element, and also would be required to
comply with all applicable requirements of
the PMC. As there are no other applicable
programs, plans, ordinances, or policies
addressing the circulation system, Project
impacts due to a conflict with a program,
plan, ordinance or policy addressing the
circulation system would be less than
significant.

No mitigation is required. N/A N/A N/A No mitigation is required.

Threshold b: Both Phase I and Buildout of
the Project-generated VMT per employee
were determined to be 32.0 percent above
the County’s currently adopted impact
threshold of 13.6 percent below Baseline
VMT for Los Angeles County as a whole.

As such, the Project’s impacts due to VMT
would be significant on both a direct and
cumulatively considerable basis.

The Project would have a significant and
unavoidable vehicle miles traveled (VMT)
impact. 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
TRN MM-1 The Project Applicant shall submit a
Transportation Demand Management (TDM) plan
prepared by a qualified transportation consultant
acceptable by the City to reduce the Project’s vehicle
miles traveled. The TDM plan shall be approved by the
City prior to the issuance of the first industrial building occupancy permit. The TDM plan shall apply to
industrial building Project tenant(s) through tenant
leases. The TDM plan shall discourage single-
occupancy vehicle trips and encourage alternative
modes of transportation such as carpooling, taking
transit, walking, and biking. Examples of trip
reduction measures may include, but are not limited to:

a) Transit passes
b) Car-sharing programs
c) Telecommuting and alternative work
schedules
Project Applicant City of Palmdale or its
designee
Prior to issuance of the first
industrial building
occupancy permit

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
relevant to the potential 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 maximum 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
would 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.

d) Ride sharing programs

Although not required to reduce transportation
impacts, the following mitigation would further ensure
that the Project’s traffic construction-related activities occur in compliance with the applicable standards and
requirements as disclosed in this Section and in the
Project’s Traffic Impact Analysis (Technical Appendix
L1).

TRN MM-2 Prior to each phase of construction, the
Project Applicant shall provide a Construction
Management Plan to the City to further ensure that a)
adequate emergency access is required to be
maintained during construction of the Project in
accordance with City and Fire Department
requirements, and b) all proposed improvements
within the public right-of-way shall be installed in
conformance with City design standards and project
construction activities that would occur in the public
right-of-way shall adhere to the applicable
construction control practices that are specified in the State of California Department of Transportation
Construction Manual and the California Manual on
Uniform Traffic Control Devices, to minimize
potential safety hazards

Threshold c: With mandatory compliance
with City roadway and private driveway
design standards, the Project would not
substantially increase hazards due to a
geometric design feature. Additionally, due
to the short distance between the Project site
and the designated truck routes, the Project
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
would not result in increased hazards to
transportation as a result of incompatible
uses.

Threshold d: Adequate emergency access is
required to be maintained during both
construction and long-term operation of the
Project, in accordance with City and Fire
Department requirements. Accordingly, the
Project would not result in inadequate
emergency access, and impacts would be
less than significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact

4.14 Tribal Cultural Resources
Summary of Impacts
Threshold a: The Project site does not
contain any known TCRs. If TCRs are
unearthed during the Project’s excavation
activities, a potentially significant impact
could occur if the resources are not properly
identified and treated. Implementation of
Mitigation Measures CUL MM-1 through
CUL MM-4 and CUL RR-1 would ensure
the proper identification and subsequent
treatment of any TCRs 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 subsurface TCRs (if
such resources are unearthed during Project
construction) would be reduced to less than
significant levels.

CUL MM-1 through CUL MM-4, and CUL RR-1
shall apply.

N/A N/A N/A Less than Significant with
Mitigation Incorporated

4.15 Utilities and Service Systems
Summary of Impacts
Threshold a: The Project’s wet and dry
utility infrastructure facilities have been
evaluated throughout this EIR under the
appropriate subject headings (e.g., air
No mitigation is required. N/A N/A N/A Less than Significant Impact
UTIL RR-1 Project construction contractors are
required to comply with the requirements of the
Construction
Contractor(s)
City of Palmdale or its
designee
During Project construction
activities

Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
quality, biological resources, etc.). There
are no significant environmental impacts
that would occur specifically related to the
Project’s proposed water, sewer, drainage,
and dry improvements that have not already
been addressed.

California Green Building Standards Code (CalGreen,
Part 11 of Title 24, California Code of Regulations),
which requires among other items the installation of
low water-use appliances and the diversion of a certain amount of construction waste from landfills.

UTIL RR -2 The Project design is required to comply
with the provisions of the California Solid Waste
Reuse and Recycling Act (AB 1327), which requires
that an adequate area for collecting and loading
recyclable materials over the lifetime of the Project
must be provided. The City of Palmdale shall ensure
the Project applicant has met this requirement prior to the issuance of building permits.

Project Applicant City of Palmdale or its
designee
Prior to issuance of
building permits

UTIL RR-3 The Project applicant, construction
contractors, and operators, shall comply with all
applicable provisions of PMC Chapter 5.52, Solid
Waste Handling and Recycling Services.

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

UTIL RR-4 The Project applicant, construction
contractors, and operators, shall comply with all
applicable provisions of PMC Title 13, Sanitary
Sewers and Industrial Waste.

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

UTIL RR-5 The Project applicant, construction
contractors, and operators, shall comply with all
applicable provisions of PMC Chapter 14.05, Water
Efficient Landscape.

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

Threshold b: Existing water supplies in
combination with identified future and
potential water supply opportunities and
demand reduction responses would enable
Los Angeles County Waterworks District
(LACWD) District 40 to meet all future
water demands under all hydrologic
conditions through 2045. Additionally,
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
because the Project’s proposed land uses are
accounted for by the LACWD 2020
UWMP, and because the UWMP
demonstrates that the LACWD would have
sufficient supplies to meet projected
demands, it is determined that the LACWD
will have sufficient water supplies available
to serve the Project and reasonably
foreseeable future development during
normal, dry and multiple dry years. Thus,
Project impacts to water supply would be
less than significant.

Threshold c: The Project’s wastewater
generation would represent approximately

1.25 percent of the daily design capacity at
the Lancaster Water Reclamation Plant
(LWRP). Because the Project’s individual
wastewater treatment capacity need
represents only 1.25 percent of the total
treatment capacity of the LWRP, impacts
due to implementation of the Project would
be less than significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold d: Solid waste generated by
construction and operation of the Project
would represent less than one percent of the
disposal capacities at landfills that service
the area. Existing landfills have a sufficient
capacity to accept the Project’s solid waste
for disposal and the Project would not
generate solid waste in excess of State or
local standards, or in excess of the capacity
of local infrastructure, or otherwise impair
the attainment of solid waste reduction
goals. Therefore, impacts would be less than
significant.

No mitigation is required. N/A N/A N/A Less than Significant Impact
Threshold e: There is no potential for the
Project to conflict with applicable federal,
State, and local statutes and regulations
No mitigation is required. N/A N/A N/A Less than Significant Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
related to the management and reduction of
solid waste and pertaining to waste disposal,
reduction, and recycling. Impacts would be
less than significant.

4.16 Wildfire
Summary of Impacts
Threshold a: Because the Project site is not
located in or near SRAs or lands classified
as very high fire severity zones,
implementation of the Project would not
substantially impair an adopted emergency
response plan or an emergency evacuation
plan; therefore, no impact would occur and
no mitigation is required.

No mitigation is required. N/A N/A N/A No Impact

WF DF-1 The proposed structures shall be equipped
with an early suppression fast response (ESFR) fire
sprinkler system. Installation of the ESFR system shall be assured through City review and approval of
building permits.

Project Applicant;
Construction
Contractor(s)
City of Palmdale or its
designee
Prior to issuance of
building permits

WF RR-1 Prior to issuance of building permits, the
City shall assure that the Project’s building plans
comply with required fire protection ratings specified
in the applicable California Code of Regulations Title
24 requirements.

Project Applicant City of Palmdale or its
designee
Prior to issuance of
building permits

Threshold b: Because the Project is not
located in or near SRAs or lands classified
as very high fire severity zones, the Project,
due to slope, prevailing winds, and other
factors, would not exacerbate wildfire risks,
and thereby expose Project occupants to
pollutant concentrations from a wildfire or
the uncontrolled spread of a wildfire.

Therefore, no impact would occur and no
mitigation is required.

No mitigation is required. N/A N/A N/A No Impact
Threshold c: The Project is not located in
or near SRAs or lands classified as very
high fire severity zones. Therefore, due to
the lack of wildfire susceptibility in the
areas surrounding the Project site, the
Project would not require the installation or
maintenance of associated infrastructure
No mitigation is required. N/A N/A N/A No Impact
Antelope Valley Commerce Center Specific Plan Project
Environmental Impact Report MMRP 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
that may exacerbate fire risk or that may
result in temporary or ongoing impacts to
the environment. Accordingly, no impact
would occur.

Threshold d: Because the Project site is not
located in or near an SRA or lands classified
as very high fire severity zones, the Project
would not expose people or structures to
significant risks, including downslope or
downstream flooding or landslides, as a
result of runoff, post-fire slope instability,
or drainage changes. Therefore, no impact
would occur and no mitigation is required.

No mitigation is required. N/A N/A N/A No Impact