Palmdale City Council
December 2, 2025

On January 22, 2025, the City Council approved the Antelope Valley Commerce Center Specific Plan and certified the Environmental Impact Report for the subdivision of the 432.9-acre site , which will comprise a master -planned commerce center featuring industrial, commercial, and open space uses, along with all required on-site and off-site improvements and infrastructure. The specific plan allowed for a maximum building footprint of 8,302,536 square feet, comprising 8,241,552 square feet of industrial and 60,984 square feet of commercial uses.

DISCUSSION

Agreement No. A-9634 updates the original purchase and sale agreement to:

 Allow more time for the purchaser to market the site and secure a tenant.  Provide flexibility in development sequencing to support phased acquisition and construction.
 Require that the purchaser sign over the rights to all land use/entitlements, plans, studies, and environmental work completed on the project to the City.

Key requirements under the amended and restated agreement are as follows:

 Begin escrow on the first phase of development by June 2027 and actively pursue closing within 210 days.
 Start construction within 12 months of closing and complete the first phase within 24 months of closing.
 Enter into negotiations with the City for the acquisition of subsequent phases within specified timelines.

In order to maximize flexibility in phasing sequencing for the build-out of the site , and accommodate the high cost of regional infrastructure improvements front-loaded on the project, while ensuring the pricing structure previously agreed -upon remains in place, the agreement assigns pricing in order of development, utilizing Primary, Secondary, Tertiary Tract language rather than referencing individual Phases 1 through 4 (now referenced as A through D). The pricing breakdown is as follows:

 $2.30 per square foot for the Primary Tract
 $3.50 per square foot for the Secondary Tract
 $4.25 per square foot for the remainder of the site

As outlined in the economic summary report prepared in compliance with California Government Code Sections 52200 –52201 for the agreement , the purchase prices indicated above would not be less than fair market value. The draft a greement strengthens an existing partnership with the purchaser and supports the City’s economic development goals of build-out along the Avenue M corridor. Additionally, the project is Report to Mayor Pro Tem and City Council
Re: Approve Agrmt. No. A-9634 Amended and Restated Purchase and Sale with AVCC Master LLC
December 2, 2025

expected to yield long -term community benefits, including job creation, increased tax revenue, and the activation of a key development site.

FISCAL IMPACT

$12,323,124 to $16,770,600; The sale of City-owned property to AVCC Master LLC will generate revenue to the City’s General Fund when escrow closes, which is expected in fiscal year 2027–28. The final revenue amount will depend on the size and phase of the Primary Tract as selected by the purchaser. Beyond the property -sale proceeds, the planned development of industrial and employment flex buildings is expected to include regional infrastructure improvements and deliver long-term economic benefits, such as increased local tax revenues and expanded employment opportunities for residents.

STRATEGIC PLAN

Goal IV: Maintain a desirable community where everyone wants to live, work and play

A. Provide inclusive access to a variety of supportive services that build a resilient and healthy community.

Prepared by: Megan Taggart, Director of Economic and
Community Development
Certified as to availability of Funds: Janelle Samson, Director of Operations Approved by: Salvador Mendez, Interim City Manager
Approved as to form: Alexandra Severino, City Attorney

ATTACHMENTS

Agrmt No. A-9634 Amended and Restated Purchase and Sale Agreement

AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT

By and Between

THE CITY OF PALMDALE,
a municipal corporation

City,

and

AVCC MASTER LLC,

Purchaser

Agreement No. [A-9634]
Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Page i

TABLE OF CONTENTS
ARTICLE I. SUBJECT OF AGREEMENT ...............................................................1 Section 101 Purpose of Agreement............................................................................1 Section 102 Definitions..............................................................................................1 Section 103 Description of the Property ....................................................................8 Section 104 Change in Ownership, Management and Control of Purchaser; Transfer of Agreement .........................................................8 Section 105 Public Disclosure ...................................................................................9 Section 106 Due Diligence Period .............................................................................9 ARTICLE II. SALE OF THE PROPERTY TO PURCHASER ................................10 Section 201 Agreement to Purchase and Sell ..........................................................10 Section 202 As-Is Condition of Property .................................................................10 Section 203 Right of Entry ......................................................................................11 Section 204 Good Faith Deposit ..............................................................................12 Section 205 Conditions Precedent to Sale of Property ............................................13 Section 206 Escrow..................................................................................................14 Section 207 Real Estate Commissions; Brokerage Fees..........................................16 Section 208 Limited Obligation. ..............................................................................16 Section 209 Transfer of Title and Delivery of Possession .......................................17 Section 210 Form of Grant Deed .............................................................................17 Section 211 Condition of Title .................................................................................17 Section 212 Time for Delivery of Closing Documents ...........................................17 Section 213 Recordation of Grant Deed ..................................................................17 Section 214 Title Insurance .....................................................................................18 Section 215 Taxes and Assessments ........................................................................18 Section 216 Occupants of the Property ....................................................................18 Section 217 Evidence of Financing .........................................................................18 Section 218 Exclusive Negotiations for the Secondary Tract, Tertiary Tract and Final Tract ............................................................................19 Section 219 Pre-Conditions to Exclusive Negotiations; Termination .....................21 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Page ii

Section 220 Good Faith Obligations of the City and Purchaser re the Secondary Tract, Tertiary Tract and Final Tract .................................22 Section 221 Release of Construction Covenants .....................................................22 ARTICLE III. PURCHASER’S DEVELOPMENT AND USE OBLIGATIONS ......23 Section 301 Project Development ............................................................................23 Section 302 Compliance With Law .........................................................................24 Section 303 Uses ......................................................................................................24 Section 304 Maintenance of the Property ................................................................24 Section 305 Obligation to Refrain from Discrimination..........................................26 Section 306 Effect and Duration of Covenants ........................................................26 Section 307 Effect of Violation of the Terms and Provisions of this Agreement ............................................................................................26 Section 308 Assignment of Environmental Clearance Work Product .....................26 Section 309 Assigment of Plans, Entitlements and Third Party Reports .................26 ARTICLE IV. DEFAULTS, REMEDIES AND TERMINATION .............................28 Section 401 Defaults – General ...............................................................................28 Section 402 Specific Performance ...........................................................................28 Section 403 Anti-Flipping........................................................................................28 Section 404 Power of Termination ..........................................................................29 Section 405 Remedies Not Exclusive ......................................................................30 Section 406 Institution of Legal Actions .................................................................31 Section 407 Acceptance of Service of Process ........................................................31 Section 408 Applicable Law ....................................................................................31 Section 409 Termination by City Before Close of Escrow......................................31 Section 410 Termination by Purchaser Before Close of Escrow .............................32 ARTICLE V. GENERAL PROVISIONS ..................................................................32 Section 501 Indemnification and Insurance .............................................................32 Section 502 Notices, Demands and Communications .............................................35 Section 503 Joint and Several Liability ...................................................................36 Section 504 Nonliability of City and City Officials and Employees .......................37 Section 505 Conflicts of Interest..............................................................................37 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Page iii

Section 506 No Third Party Beneficiaries ...............................................................37 Section 507 Time of the Essence .............................................................................37 Section 508 Purchaser’s Representations ................................................................37 Section 509 City’s Representations .........................................................................38 Section 510 Enforced Delay ....................................................................................39 Section 511 Waivers ................................................................................................39 Section 512 Attorney’s Fees and Costs ...................................................................39 Section 513 Authority to Sign..................................................................................39 Section 514 Interpretation; Severability ..................................................................39 Section 515 Authorized Representative of City.......................................................40 Section 516 Approvals .............................................................................................41 Section 517 Further Assurances and Corrective Instruments. .................................41 Section 518 Inspection of Books and Records. .......................................................41 ARTICLE VI. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS ...........41 ARTICLE VII. TIME FOR ACCEPTANCE OF AGREEMENT BY CITY ..............41 ARTICLE VIII. EFFECTIVE DATE OF THIS AGREEMENT .............................42

ATTACHMENTS

ATTACHMENT NO. 1 - SITE MAP
ATTACHMENT NO. 2 - LEGAL DESCRIPTION
ATTACHMENT NO. 3 - SCHEDULE OF PERFORMANCE
ATTACHMENT NO. 4 - FORM OF GRANT DEED
ATTACHMENT NO. 5 - ENVIRONMENTAL INDEMNITY
ATTACHMENT NO. 6 - INFRASTRUCTURE WORK
ATTACHMENT NO. 7 - ASSIGNMENT OF ENVIRONMENTAL

CLEARANCE WORK PRODUCT
ATTACHMENT NO. 8 - ASSIGNMENT OF PLANS, ENTITLEMENTS

AND THIRD-PARTY REPORTS

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT
(AGREEMENT NO. A-7575)

THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of ____________, 2025, is entered into by and between THE CITY OF PALMDALE, a municipal corporation (“City”) and AVCC MASTER LLC, a Nevada limited liability company (“Purchaser”). City and Purchaser agree as follows:

ARTICLE I. SUBJECT OF AGREEMENT
Section 101 Purpose of Agreement
This Agreement constitutes an agreement by which the City agrees to sell to Purchaser and Purchaser agrees to purchase, on the terms and conditions hereinafter set forth, the Property described in Section 103 below, and to develop the Project, as hereinafter defined . The sale to Purchaser of the Property and the development of t he Project pursuant to this Agreement and the fulfillment generally of this Agreement are in the best interests of the City of Palmdale and the welfare of its residents, and are in accordance with the public purposes and provisions of applicable federal, state, and local laws and requirements under which the Project is being undertaken. This Agreement amends, restates and replaces in its entirety and supersedes that certain Purchase and Sale Agreement dated October 21, 2021 previously entered into by the City and Covington Investments LLC, a Nevada limited liability company (“ Prior Purchaser”) with respect to the purchase and development of the Project (defined below) , as amended by (i) that certain Administrative Amendment to Purchase and Sale Agreement dated October 18, 202 3, (ii) that certain Administrative Amendment to Purchase and Sale Agreement dated November 21, 2023, (iii) that certain Administrative Amendment to Purchase and Sale Agreement dated June 18, 2024, (iv) that certain Administrative Amendment to Purchase and Sale Agreement dated June 23, 2025, and (v) that certain Administrative Amendment to Purchase and Sale Agreement dated August 20, 2025 (as amended, the “Prior Purchase Agreement”). Prior Purchaser and Purchaser are affiliates under common control.

Section 102 Definitions
For purposes of this Agreement, the following capitalized terms shall have the following meanings:
“Agreement” means this Purchase and Sale Agreement and all attachments hereto. “Anti-Terrorism Laws ” means all laws relating to terrorism or money laun dering, including, without limitation, the Currency and Foreign Transactions Reporting Act of 1970, Pub.

L. No. 91-508, 84 Stat. 1305 (1970), as amended from time to time. “Appraisal Method” means the method for determining the Purchase Price for a closing scheduled to occur after June 27, 2027, and described as follows: Purchaser shall, at its sole cost and expense, select a Qualified Appraiser, obtain a fair market value appraisal therefrom, and provide a copy of the fair market value appraisal to the City. The City and Purchaser shall then Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

negotiate in good faith to determine an adjusted Purchase Price based on such fair market value appraisal. If the parties are unable to agree on an adjusted Purchase Price within thirty (30) days, the City may, at its sole cost and expense, obtain a fair market value appraisal from a Qualified Appraiser of its choosing, and deliver a copy of such fair market value appraisal to the other party.

The parties shall have twenty (20) days from the date the secon d fair market value appraisal is delivered to the original requesting party to negotiate in good faith to determine an adjusted Purchase Price based on both fair market value appraisals. If the parties are unable to agree on an adjusted Purchase Price in such twenty (20) day period, the parties shall require that the two Qualified Appraisers mutually appoint a third Qualified Appraiser, the cost of which shall be shared equally between the City and Purchaser, and the third Qualified Appraiser will provide a fair market value appraisal to the parties. The Purchase Price will be determined by averaging all three of the fair market value appraisal values; provided, however, sale of the Property at the determined Purchase Price shall be for not less than fair market value. “Broker’s Commission” means the commission to be paid to Craig Peters and Richard Ramirez at CBRE, Inc. at the Close of Escrow pursuant to Section 207 of this Agreement , in an amount equal to 3.53% of the Purchase Price or as adjusted at the time of closing. “City” means the City of Palmdale, California, a municipal corporation organized and existing under the Constitution of the State of California. The principal office of the City is located at 38300 Sierra Highway, Palmdale, California 93550. “City” as used in this Agreement includes the City of Palmdale, California and any assignee of or successor to its rights, powers and responsibilities.
“Closing Date ” means the date that is one hundred and eighty (180) days after the expiration of the Due Diligence Period, unless the Closing Date is extended in writing as set forth in this Agreement or pursuant to the Enforced Delay provisions set forth in Section 510 of this Agreement. Purchaser may elect to accelerate the Closing Date to a date mu tually agreeable to Purchaser and the City upon not less than fifteen (15) business days’ notice to the City or extend the Closing Dates for one (1) period of thirty (30) days, upon not less than five (5) business days’ notice to the City.
“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 not ices that have been delivered have been paid, settled or otherwise extinguished, discharged, released, waived, bonded around or insured against.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

“Due Diligence Commencement 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 th e City Manager and/or Director of Public Works or the staff thereof). “Due Diligence Period” means the period beginning on the Due Diligence Commencement Date and ending on the date that is the earlier to occur of (i) the date Purchaser delivers the Notice to Proceed, or (ii) June 30, 2027, during which time Purchaser may conduct the investigations described in Section 106 and 203 of this Agreement; provided, however, the City Manager may elect to approve in writing no more than two (2) extensions of up to twelve (12) months each for the expiration or termination of the Due Diligence Period as reasonably necessary in connection with Purchaser’s ongoing pursuit of Entitlements (including, without limitation, as an illustrative example, Purchaser's efforts to settle an existing litigation matter of a third -party Entitlements challenge), provided the City Manager is reasonably satisfied that Purchaser is diligently proceeding in good faith to obtain the required Entitlements and market the Project. “Entitlements” means (i) all land -use development approvals necessary to permit development of the Property and the Project in accordance with the approved site plan, and (ii) all such approvals required from the City or any other state or federal agency, w hich are unconditionally final (i.e., non -appealable, non - challengeable and non -revocable), and all applicable administrative and judicial appeal and referendum or challenge periods with respect to the approvals necessary to permit development of the Property and the Project shall have expired with no such litigation, appeal and/or challenge having been filed, or if filed any such litigation, appeal and/or challenge shall have been resolved in favor of the original approval of such Entitlements, in Purchaser sole but reasonable discretion. “Environmental Clearance Work Product” means to the extent assignable, Purchaser’s right, title and interest in and to all environmental studies, reports, impact reports, applications, plans, and related data and informat ion derived from the work prepared by or for Purchaser in connection with any environmental clearance required or to be issued for the Project, including but not limited to all such work product used by Purchaser in connection with requirements arising under statutes, regulations and guidelines of or relating to the National Environmental Protection Act, the California Environmental Quality Act, the California Department of Fish and Wildlife and any other governmental agency having jurisdiction over the Pro ject, including the City, with respect to potential environmental impacts of the Project. For the avoidance of doubt, “Environmental Clearance Work Product” expressly excludes any architectural, design, engineering and development agreements and related wo rk product, as well as any underlying contracts or agreements of Purchaser with any third -parties, including any tenants or environmental consultants, in connection with the generation of the Environmental Clearance Work Product.
“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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

“Escrow Agent ” means First American Title Insurance Company or another escrow company mutually satisfactory to the parties.
“Final Tract” means the remaining property in the Project that Purchaser negotiates for the purchase and sale of after the Close of Escrow of the Tertiary Tract. “Good Faith Deposit” means the deposits previously paid by Prior Purchaser to the City in connection with the purchase and development of the Project in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00)
“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 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, any 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 c lassify 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 g as, 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 fluids, produced waters and other waters associated with the explo ration, 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 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. “Infrastructure Work” means the offsite utility and roadway improvement infrastructure work required to be completed in conjunction with the development of the Project, as more particularly described and depicted (i) on Attachment No. 6 of this Agreement, and (ii) in the Entitlements for the Project and the conditions of approval of the Entitlements as approved or as to be approved for each phase of the Project by the City and other governmental agencies having jurisdiction over the Project.
“Legal Description” means the legal description of the Property, attached hereto as Attachment No. 2.
“Notice to Proceed ” means Purchaser’s written notice to the City selecting to close on either the Phase A Tract or the Phase C tract as the Primary Tract. “Permitted Transfer” means any of the following:

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 L LC 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 and 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 su ch 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 leasing for occupan cy of any improvements constructed on the Property; or
f. The sale of any completed building to a third party end user , following the Completion of construction; or
g. The conveyance of a ll or a portion of the Property to a third party end user/occupant in connection with a transaction whereby Purchaser or Purchaser's affiliate is engaged, or will be engaged at the Close of Escrow, as a fee developer to construct a building after the land sale , provided (i) such Permitted Transferee (in the aggregate with such entity’s parent entity and affiliates) has received approval from the City for financial capability, which approval the City shall not unreasonably withhold, condition or delay, (ii) the City has received evidence of the development contract whereby Purchaser or Purchaser's affiliate is engaged, or will be engaged at the Close of Escrow, as a fee developer to construct a building after the land sale , and (iii) Purchaser and such Permitted Transferee shall execute an assignment and assumption agreement, in a form reasonably acceptable to the City; or
h. Notwithstanding anything in the Agreement to the contrary, so long as Purchaser is retained contractually to manage construction of the initial improvements for the Project on the Property, Purchaser shall be entitled to, prior to Closing, assign its rights and interests to acquire and develop the Property pursuant to this Agreement to an entity (in the Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

aggregate with such entity’s parent entity and affiliates) that has received approval from the City for developer experience and financial capability, which approval the City shall not unreasonably withhold, condition or delay. Purchaser and the Permitted Transferee shall execute an assignment and assumption agreement, in a form reasonably acceptable to the City. “Permitted Transferee ” a transferee of Purchaser's rights and obligations under this Agreement pursuant to a Permitted Transfer or as otherwise approved by City pursuant to the terms of this Agreement, which Person shall be deemed "Purchaser" for purposes of this Agreement from and after the date of such transfer of Purchaser's rights and obligations under this Agreement. “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, domestic or foreign. “Phase A Tract” means all the property depicted as “Phase A” on Attachment No. 1 of this Agreement.
“Phase B Tract ” means all the property depicted as “Phase B” on Attachment No. 1 of this Agreement, except to the extent that all or a ny portion of such property is included in the Primary Tract.
“Phase C Tract ” means all the means all the property depicted as “Phase C,”, “Lot B,” and “Lot C” on Attachment No. 1 of this Agreement.
“Phase D Tract ” means all the property depicted as “Phase D” on Attachment No. 1 of this Agreement.
“Preliminary Report” means a preliminary title report for the Property prepared by First American Title Insurance Company and copies of underlying documents and plotted easements. “Primary Tract” shall either be the Phase A Tract or the Phase C Tract , provided, however, if Purchaser selects the Phase A Tract instead of the Phase C Tract to be the Primary Tract, then Purchaser may include all or any portion of the Phase B Tract in the Primary Tract, subject to the approval of the City, such approval not to be unreasonably withheld, conditioned or delayed.
“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;
Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 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 and the Infrastructure Work.
“Property” means the real property described in Section 103. “Purchase Price” means the monetary purchase price for the Property calculated based on the aggregate purchase price of Two Dollars and Thirty Cents ($2.30) per gross square foot solely with respect to the Primary Tract. City and Purchaser agree (i) to adjust the Purchase Price prior to Close of Escrow upon the determination of the size of the Property as set forth in a survey reasonably approved by City and Purchaser, and (ii) that the full amount of the Purchase Price for the Property is payable at the Close of Escrow. In the event the Close of Escrow occurs after June 27, 2027, then the Purchase Price shall be determined by the Appraisal Method. Notwithstanding the foregoing, if Purchaser and the City agree that Purchaser shall also purchase all or any portion of from the Secondary Tract, Tertiary Tract, or Final Tract at the Close of Escrow for the Primary Tract, then the Pur chase Price paid for such portion of such other tract (s) shall be calculated in accordance with the price per gross square foot of the Secondary Tract set forth in Section 218.

For example, if at the Close of Escrow, Purchaser purchases the Primary Tract and a portion of the Phase B Tract, the n the Purchase Price for the Primary Tract shall be calculated based on the aggregate purchase price of Two Dollars and Thirty Cents ($2.30) per gross square foot , and the Purchase Price for the portion of the Phase B Tract being purchased shall be calculated based on the aggregate purchase price of Three Dollars and Fifty Cents ($3.50) per gross square foot. “Purchaser” means AVCC Master LLC, a Nevada limited liability company, and includes any successors or assigns of Purchaser as permitted by this Agreement and first approved 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 policy of title insurance to be issued to Purchaser in the amount of the Purchase Price , as provided in Section 214 of this Agreement.
“Qualified Appraiser” means a certified, independent MAI real estate appraiser with not less than ten (10) years of experience valuing comparable properties to the applicable portion of the Project being appraised.
“Right of Entry” means the Right of Entry granted to Purchaser under the terms of Section 203 of this Agreement.
“Secondary Tract” means the property in the Project that Purchaser negotiates for the purchase and sale of after the Close of Escrow of the Primary Tract. “Site Map” means the document attached to this Agreement as Attachment No. 1.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

“Tertiary Tract ” means the property in the Project that Purchaser negotiates for the purchase and sale of after the Close of Escrow of the Secondary Tract. “Title Company” means First American Title Insurance Company, National Commercial Services, Attn: Christine Siegel , Email: [email protected], 901 Via Piemonte, Suite 150, Ontario, California 91764 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 the Primary Tract (the “Property”). The Property is presently unimproved real property located at the southeast corner of Sierra Highway and East Avenue M in the City of Palmdale, and the exact size of the property is to be determined by a survey of the Property reasonably acceptable to the City and Purchaser . The City owns fee title to the Property. The City and Purchaser a gree to reasonably cooperate and mutually agree upon the final legal description for the Property prior to the Closing Date. Furthermore, the City and Purchaser hereby acknowledge that "Lot B" and "Lot C" shall be reserved for the relocation of Josua trees in connection with Purchaser finalizing environmental Entitlements with respect to the Project, and, notwithstanding anything herein to the contrary, Purchaser may elect prior to the Close of Escrow to take title to "Lot B" and "Lot C" for such purposes, without an increase to the Purchase Price payable hereunder.

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

1. Purchaser represents and agrees that its purchase 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 entering 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 int erest 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 a nd development experience to assure completion of construction of the Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 submit ted to City for review all instruments and other legal documents proposed to effectuate any such transfer to confirm compliance with the requirements of this Section 104. Upon receipt of such documentation, City Manager or designee shall confirm to Purchaser and the proposed assignee or transferee in writing within ten (10) calendar days of such request whether (i) such proposed assignee or transferee is approved as a Permitted Transferee hereunder, and/or (ii) such proposed transfer request is approved, an d in the event the City fails to respond to such request within the aforementioned ten (10) calendar day period, the City will be deemed to have approved such 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.

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 forth 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. In the event the City fails to respond to such submission within the aforementioned ten (10) calendar day period, the City will be deemed to have confirmed such Permitted Transfer. 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 and at all times prior to the Close of Escrow , Purchaser may, at its sole cost and expense, inspect the Project pursuant to a Right of Entry issued by the City pursuant to Section 203 of t his Agreement to determine the Property’s suitability for the 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 Project, including the ability to commence its geotechnical evaluation of the Property.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 be given or withheld in Purchaser’s sole and absolute discretion. Purchaser’s delivery of the Notice to Proceed to the City shall be deemed Purchaser’s approval of the Property.

If Purchaser disapproves the r esults 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 subject to the provisions of Section 204 of this Agreement . 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 forth 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 subject to all the terms, covenants and conditions of this Agreement, the City agrees to sell the Primary Tract to Purchaser for the Purchase Price , and Purchaser agrees to purchase the Primary Tract from the City and develop the Project in accordance with all of the terms and conditions set forth in this Agreement. This Agreement also includes the duties of the City and the Purchase to negotiate exclusively in good faith for the conveyance of the Secondary Tract and Tertiary and Final Tracts from the City to the Purchaser in accordance with the provisions set forth below in Sections 218 to 220, inclusive.

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 respect 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 Propert y; (e) the manner, quality, state of repair or lack of repair of the Property; (f) the nature, 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, r ules, ordinances or regulations of any applicable governmental Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 Americ ans with Disabilities Act of 1990, California Health and Safety Code, the Federal Water Pollution Control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency regulations at 40 CFR part 261, the Comprehensive En vironmental Response Compensation and Liability Act of 1980, as amended, the Resources Conservation 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) 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 faul ts; (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 stat us unde r the California Subdivision Map Act or the subdivision ordinances of the City or any 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 and the Project (“Right of Entry”) at all reasonable times prior to the Close of Escrow 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, percolation 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 right 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 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 liability 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 protec ted 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 submission 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
The City acknowledges that Prior Purchaser has paid the Good Faith Deposit to the City and the City is currently holding the Good Faith Deposit in Escrow. The Good Faith Deposit shall be non-refundable to Purchaser unless (i) Purchaser terminates this Agreement upon disapproval of its investigations pursuant to Section 106, so long as Purchaser has not failed to timely cure any default pursuant to this Agreement, (ii) Purchaser terminates this Agreement for an inability to obtain Entitlements despite the good faith and diligent efforts of Purchaser, or (i ii) following an uncured City default pursuant to this Agreement . The Good Faith Deposit shall be credited in favor of Purchaser against the Purchase Price at the Close of Escrow. The City shall be under no obligation to earn interest on the Good Faith Deposit, but any interest earned shall be added to and become a pa rt of the Good Faith Deposit. The City acknowledges that prior to the Good Faith Deposit, the Prior Purchaser also deposited an additional Two Hundred Fifty Thousand Dollars ($250,000.00) with the City that was released to the City and is non-applicable to the Purchase Price.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 required 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 E ntitlements 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 beyond any applicable notice and cure periods.

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:
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; Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 beyond any applicable notice and cure periods.

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 docum ents 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 transf er 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:
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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

4. City’s Escrow Expenses. The City will pay the following fees, charges and costs promptly after the Escrow Agent has notified the City of the amount o f 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 charges 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 of 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 charge the City and the Purchaser respectively, for any fees, charges and costs p ayable 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 approved 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 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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, of this Agreement.

Section 207 Real Estate Commissions; Brokerage Fees
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) twenty-five cents ($0.25) per building square foot within 30 business days of issuance of building permit on a per building basis; and (ii) fifty ($0.50) per building square foot within 30 business days of issuance of certificate of occupancy on a per building basis.

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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 Agreement or which are otherwise reasonably acceptable to Purchaser; p rovided, 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. For the avoidance of doubt, the City agrees to terminate and cause to be removed as an exception to title of the Property prior to Close of Escrow, the following agreements if and to the extent same exist as exceptions to title of the Property at any time prior to the Close of Escrow , 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 2 7, 2021 as Instrument No. 20210854929 of the Official Records Recorder's Office of Los Angeles County, California.

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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 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 hereunder, 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 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 (or the proposed Permitted Transferee) is ready to ac quire, construct and develop the Property for operations in accordance with this Agreement (“ Evidence of Financing”).

Purchaser’s submission of the Evidence of Financing may include, without limitation, the following:

1. Unless the equity funding referr ed 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 applicable, 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 a t the Close of Escrow sufficient to demonstrate that the Purchaser has adequate funds legally committed to cover the difference, if any, between Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

acquisition, construction and development costs minus any construction financing to be obtained by Purchaser.

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 p roceeds of such bonds to Purchaser in sufficient amount to pay for the Infrastructure Capital (as defined below) , 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 Property; and (ii) the construction of the remaining vertical construction of the development of the Property, together with infrastructure capital for such remaining vertical 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 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, neither the City nor the Purchaser shall be in default of this Agreement. 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 below to the extent expressly set forth in Section 404.3. 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 submission of Evidence of Financing within the time 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 Purch aser stating the reasons for such disapproval.

Section 218 Exclusive Negotiations for the Secondary Tract, Tertiary Tract and Final Tract.

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 pursuant to the timelines set forth in the Schedule of Performance for the sale by City to Purchaser and the acquisition and development by Purchaser of the Secondary Tract, Tertiary Tract and Final Tract.

Such exclusive good faith negotiations shall commence for each of the Secondary Tract, Tertiary Tract and Final Tract when the conditions precedent for each tract set forth in Section 219 below have been satisfied and shall each be for a period of 180 days . In the event such conditions precedent for the Secondary Tract, Tertiary Tract and Final Tract negotiations have Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

not been satisfied during the time lines set forth in the Schedule of Performance , 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 phase 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 timelines set forth in the Schedule of Performance for up to two (2) additional twelve (12) month periods 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 of (i) Three Dollars and Fifty Cents ($3.50) per gross square foot solely with respect to the Secondary Tract, and Four Dollars and Twenty - Five Cents ($4.25) per gross square foot solely with respect to the remainder parcels, which may be purchased in two pha ses, subject to reappraisal in accordance with the Appraisal Method if negotiations for the purchase of such parcels begin after June 27, 2027.
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 Secondary Tract, if the Secondary Tract is the Phase C Tract, and the Phase B Tract 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 D Tract 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 the Secondary Tract, Tertiary Tract and Final Tract , based on 3.00% of the such Phase’s price.
e. The City’s payment under the second paragraph of Section 207 shall be applied to the Secondary Tract, Tertiary Tract and Final Tract. f. Minimum initial and total development square footage requirements and associated timelines would apply to the Secondary Tract, Tertiary Tract and Final Tract 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 Secondary Tract, Tertiary Tract and Final Tract and are expressly subject to the execution of binding purchase and sale agreements 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 or enforceable against Purchaser or City except for the duty to negotiate exclusively in good faith subject to the Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

conditions precedent and enumerated negotiation parameters of this Section 218. The duty to negotiate exclusively in good faith shall survive the Close of Escrow.

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 the Secondary Tract:
a. The Purchaser shall not be in default beyond any applicable notice and cure and/or grace periods under the terms and conditions of this Agreement nor under the covenants of the Grant Deed.
b. Purchaser has complied with Close of Escrow and is in compliance in all respects with the Schedule of Performance, subject to the notice and cure provisions of this Agreement.
c. Six (6) months after Purchaser has obtained its grading permit and commenced construction of improvements on the Primary Tract.

As to the Tertiary Tract:
a. The Purchaser shall not be in default beyond any applicable notice and cure and/or grace periods under the terms and conditions of the Purchase and Sale Agreement entered into between City and Purchaser for the Secondary Tract, nor under the covenants of the Grant Deed conveying the Secondary Tract to Purchaser.
b. Purchaser has complied with Close of Escrow and is in compliance in all respects with the Schedule of Performance for the Secondary Tract, subject to applicable notice and cure provisions.
c. Six (6) months after Purchaser has obtained its grading permit and commenced construction of improvements on the Secondary Tract.

As to the Final Tract:
a. The Purchaser shall not be in default beyond any applicable notice and cure and/or grace periods under the terms and conditions of the Purchase and Sale Agreement entered into between City and Purchaser for the Tertiary Tract, nor under the covenants of the Grant Deed conveying the Tertiary Tract to the Purchaser.
b. Purchaser has complied with Close of Escrow, commencement and Completion of initial and total construction deadlines for the Tertiary Tract, subject to applicable notice and cure provisions.
c. Six (6) months after Purchaser has obtained its grading permit and commenced construction of improvements on the Tertiary Tract.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

Section 220 Good Faith Obligations of the City and Purchaser re the Secondary Tract, Tertiary Tract and Final Tract
Subject to the preconditions set forth in Section 219, the City agrees to negotiate for the purchase and sale of the Secondary Tract, Tertiary Tract and Final Tract only with Purchaser, and agrees not to market any portion of the Project for sale so long as the City has an obligation to negotiate exclusively with Purchaser. From the Effecti ve Date until June 27, 2027, or thereafter to the extent this Agreement has not been terminated, Purchaser shall have the exclusive right to purchase land in the Project, and the City shall not enter into agreements or participate in negotiations with any third party for the proposed purchase and sale of the of the Project or any portion thereof. In consideration of the exclusive right to purchase the Project, Purchaser shall diligently and in good faith use commercially reasonable efforts to market the Project to prospective industrial tenants and users in the market area of the Project, which efforts shall include engaging a third-party broker and maintaining CoStar listings for the Project. The duty to negotiate exclusively in good faith shall survive the Close of Escrow subject to the provisions of this Agreement.

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 requ est, 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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

e. A partial Release of Construction Covenants may be issued by the City for a portion of the Property comprising a signif icant portion of the Project, where reasonably required by Purchaser for financing or City-approved disposition purposes. f. This Section 221 will survive the Close of Escrow under this Agreement.

ARTICLE III. PURCHASER’S DEVELOPMENT AND USE OBLIGATIONS Section 301 Project Development
a. City Plans and Permits . Purchaser shall, in all material respects, construct and develop the Project in accordance with the approved site plan for the Property 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 approval 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 pa rty any profits from the development of the Property, or (d) amend any City laws, codes or rules. This is not a Development Agreement as provided in Government Code Section 65864. City retains full discretion under this Agreement to independently determin e 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

actions, including property acquisition, 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 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 obligations 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 in all material respects with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws (including any requirement to pay state prevailing wages that may be applicable ). Purchaser shall indemnify, protect, defend and hold harmless City and City and their respective officers, officials, emp loyees, 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 a nd 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 pe rmanent 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 approved site plan for the Property, and the Entitle ments 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 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 and/or the Entitlements and plans approved for the Project by the City.

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 Purchaser, its successors and assig ns to all or any portion of the Property, or any intere st therein, shall maintain (or cause the o ccupants to Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

maintain) in all material respects 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:
a. Exterior Maintenance. All exterior, painted surfac es 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 front 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 Improvement s 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. Purchaser 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 rem ediated 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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

Section 305 Obligation to Refrain from Discrimination
Purchaser covenants and agrees (for itself, its successors, its assi gns, 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 sex, sexual orientation, 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 3 03(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 interests of the community and other parties, public o r private, regardless of whether the City continues to own any property in the vicinity of the Property.

Section 308 Assignment of Environmental Clearance Work Product a. Environmental Clearance Work Product for the development and construction of the Project, to the extent prepared by or for Purchaser pursuant to or in furtherance of the Project, are hereby collaterally assigned to the City, without any representations or warranties of any kind or nature, express or implied, as security for Purchaser’s obligations under the Agreement, and for use by the City following any termination or release of the Property or any portion thereof from the terms of this Agreement, subject to the provisions of this Agreement. Upon the occurrence of any of the following events (each, a “Triggering Event”): (i) this Agreement is terminated by the City with respect to all or any portion of the Property pursuant to the default and cure provisions of the Agreement, and/or (ii) any portion of the Property reverted to the City pursuant to the terms of any applicable Grant Deed (such terminated, reverted or released property being referred to herein, collectively, as the “Released Property”), Purchaser must, within ten (10) business days of such Triggering Event, transmit copies of all such En vironmental Work Product generated to date with respect to the Released Property to the City without any representations or warranties of any kind or nature, express or implied, but for the purpose that same would permit the City and/or its successors and assigns to use such Environmental Clearance Work Product for the development of the Released Property, without claims of any kind from Purchaser. Notwithstanding anything herein to the contrary, at all times prior to a Triggering Event, Purchaser shall re tain the right to exercise any and all rights and powers granted in connection with the Environmental Clearance Work Product and/or under any agreements with respect thereto, and the collateral assignment Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

granted herein to the City shall become automatical ly subordinate in all respects to the rights of Purchaser’s lender, if any, with respect to any portion of the Property that becomes subject to third party construction financing (as evidenced by a recorded deed of trust encumbering such portion of the Property), and the City agrees to promptly execute and deliver such commercially reasonable instrument(s) requested by such lender in connection with Purchaser's construction financing , if any.
b. To effectuate the assignment of Environmental Clearance Work Product, in conjunction with Purchaser's acquisition of the Property, Purchaser will execute and deliver to the City an Assignment of Environmental Clearance Work Product (the “Assignment”), substantially in the form attached to this Agreement as Attachmen t No. 7 with respect to the Environmental Clearance Work Product relating to the Property; provided, however, Purchaser shall use commercially reasonable efforts to cause any applicable third party consultants to execute the consent attached to the Assignment as Attachment A. For the avoidance of doubt, nothing herein obligates Purchaser to take any actions, make any payments, incur any liabilities or obligations in connection with any Environmental Clearance Work Product at any time, either prior to or following a Triggering Event, and the assignment of the Environmental Clearance Work Product to the City is made as solely as a convenience to the City, and without any representations or warranties of any kind or nature, express or implied, and without any ongoing liability or obligation of Purchaser whatsoever.

Section 309 Assignment of Plans, Entitlements and Third Party Reports The plans, Entitlements and third party reports, obtained by Purchaser in connection with Purchaser’s pursuit of the development of the Project , to the extent assignable without third-party approval and without any cost or liability to Purchaser (the “ Assignable Entitlements ”), are hereby collaterally assigned to the City, without any representations or warranties of any kind or nature, express or implied, as security for Purchaser’s obligations under the Agreement , and for use by the City following any termination of this Agreement by the City due to a Purchaser default.

Upon the occurrence a Triggering Event, Purchaser must, within ten (10) business days of such Triggering Event, transmit copies of the Assignable Entitlements with respect to the Released Property, to the extent in Purchaser’s possession or control, to the City without any representations or warranties of any kind or nature, express or implied, but for the purpose that same would permit the City and/or its successors and assigns to use the Assignable Entitlements for the development of the Released Property, without claims of any kind from Purchaser. Notwithstand ing anything herein to the contrary, at all times prior to a Triggering Event, Purchaser shall retain the right to use and possess the Assignable Entitlements, and the collateral assignment granted herein to the City shall become automatically subordinate in all respects to the rights of Purchaser ’s lender, if any, with respect to any portion of the Property that becomes subject to third party construction financing (as evidenced by a recorded deed of trust encumbering such portion of the Property), and the City agrees to promptly execute and deliver such commercially reasonable instrument(s) requested by such lender in connection with Purchaser's construction financing, if any. b. To effectuate the assignment of the Assignable Entitlements, in conjunction with Purchaser's acquisition of the Property, Purchaser will execute and deliver to the City an Assignment of Plans, Entitlements and Third Party Reports (the “ Assignable Entitlements Assignment”), substantially in the form attached to this Agreement as Attachment No. 8 with Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

respect to the Assignable Entitlements relating to the Property; provided, however, Purchaser shall use commercially reasonable efforts to cause any applicable third party consultants to execute the consent attached to the Assignable Entitlements Assignment as Attachment A. For the avoidance of doubt, nothing herein obligates Purchaser to take any actions, make any payments, incur any liabilities or obligations in connection with any Assignable Entitlements at any time, either prior to or following a Triggering Event, and the assignment of the Assignable Entitlements to the City is made as solely as a convenience to the City, and without any representations or warranties of any kind or nature, express or implied, and without any ongoing liability or obligation of Purchaser whatsoever.

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 immediately 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. Fail ure 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 default, 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 invo lving 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).

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 prior to the issuance by the City of the Release of Construction Covenants, the Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 Purchaser, 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 construction of the improvements for the Property or for any portion of the Project as and when required by this Agreement; or b. Abandons 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 clauses 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 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 Rele ase 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
Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 imp rovements 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.

3. In the event of the sale of the community facility district or assessment district bonds for the Infrastructure Capital as defined in Section 217 , 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.

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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 remedi es.

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 Close of Escrow which is not cured during the applicable notice and cure period shall be limited to retention of the Good Faith Deposit.

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 Superior 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 by 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 Agreement, 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 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 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
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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 th e 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 possession 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 material 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 d iligent and good faith best efforts, is unable to obtain approval 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.

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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 harm less from and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, 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 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 surrounding 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 inclu ding 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 or 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.
(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 thereof, 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 imposed 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

general liability in a general aggregate amount of not less than Two Million Dollars ($2,000,000) in aggregate; and not less than One Million Dollars ($1,000,000) of bodily injury and property damage insura nce. 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 insuran ce 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 o r 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 appropriate State authorities. If Purchaser is required to maintain Workers’ Compensation Insurance under this 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 th e 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 than ten days in advance of the effective date. All policies may name the City, Purchaser and/or any general contract or 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 with out dedu ction for depreciation) of the improvements on the Property immediately before such casualty or other loss, Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 insura nce and, at its sole cost and expense, to comply and secure compliance with all insurance requirements necessary for the maintenance of such insurance. 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 po licy, 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 o r 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 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:

AVCC Master LLC
c/o Covington Investments LLC
14180 Dallas Parkway, Suite 730
Dallas, Texas 75254
Attention: Kenneth Sheer & Mark Milakovich

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

With a copy to:

Jackson Walker LLP
777 Main Street, Suite 2100
Fort Worth, Texas 76102
Attn: Jarrod Cone

If to City:

City of Palmdale
38300 North Sierra Highway
Palmdale, California 93550
Attention: Ronda Perez

With a copy to:

City Attorney’s Office
City of Palmdale
38300 North Sierra Highway
Palmdale, California 93550
Attention: William P. Curley, III

And a copy to:

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

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 cla im 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.

Notwithstanding anything in this Agreement to the contrary, in the eve nt Purchaser assigns this Agreement to a Permitted Transferee prior to Close of Escrow, the original Purchaser hereunder shall remain liable for any defaults or breaches of Purchaser's obligations under this Agreement which arise and accrue prior to the assignment of this Agreement to the Permitted Transferee (the "Assignment Date"). Upon the Assignment Date, the Permitted Transferee shall be solely liable for any defaults or breaches of Purchaser's obligations under this Agreement which arise and accrue from and after the Assignment Date, and the original Purchaser hereunder shall be released from this Agreement with respect thereto.

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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, right 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 obligations 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 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.

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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 government, or any indenture, agree ment 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 followin g 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 contemplated 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, to 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 time as they are required to be executed hereunder, 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.

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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 hereunder by the City), including, without limitation, delays of any public or governmental agency or entity with respect to the Entitlements, 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 exten sion 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 th e 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.

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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

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 c ourt 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 attachment s hereto (which are hereby incorporated herein by this reference) or other documents expressly incorporated 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 inc ludes 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 require d by the City to implement the terms of this Agreement, the City Manager , or an 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.

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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 Agreem ent, 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 instruments as may reasonably be required for corr ecting 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 current 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 ____________ (____) pages and ____________ (____) attachments which constitute the entire understanding and agreement of the parties.

2. This Agreement integrates all of the terms 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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929

ARTICLE VIII. EFFECTIVE DATE OF THIS AGREEMENT
This Agreement will become effective on the date it has been signed by the City (the “Effective Date”).

[Remainder of Page Intentionally Left Blank; Signatures on Following Page] Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Page S-1

IN WITNESS WHEREOF , the City and Purchaser have signed this Agreement on the respective dates set forth below.

“CITY”

CITY OF PALMDALE,
a municipal corporation

By:___________________________
Sal Mendez Dated
Interim City Manager

ATTEST:

By: __________________________
Roxanne Faber
City Clerk

APPROVED AS TO FORM:

By:___________________________
Alex Severino Dated
City Attorney

By: KANE, BALLMER & BERKMAN

By: ___________________________
Murray O. Kane Dated
Special Counsel

“PURCHASER”

AVCC MASTER LLC,
a Nevada limited liability company

By:

Dated

By: ________________________________

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Page S-2

JOINDER OF PRIOR PURCHASER

Prior Purchaser hereby transfers, assigns, sets over and conveys to Purchaser, all of its right, title and interest in and to the Prior Purchase Agreement, including, without limitation, (i) the Good Faith Deposit, plus interest accrued thereon as of the date hereof, if any; and (ii) any and all reports, investigations, studies, plans, plats, market information, surveys, title commitments, lease files, appraisals, environmental and geotechnical reports, engineering reports, feasibility analyses, entitlements, tax information, architectural drawings and other documents, materials and information received or developed by Prior Purchaser and relating in any way to the acquisition, ownership, development, construction, use, management or operation of the Proper ty. Prior Purchaser hereby waives and releases all claims and causes of action of any nature against the City that have arisen prior to the Effective Date out of or in connection with the Prior Purchase Agreement.

“PRIOR PURCHASER”

COVINGTON INVESTMENTS LLC,
a Nevada limited liability company

By: ____________________________
Name: Mark Milakovich
Title: Authorized Signatory
Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 1 – Site Map

ATTACHMENT NO. 1

SITE MAP
[attached]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 1 – Site Map

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master 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:

[To be agreed upon in writing by the City and Purchaser prior to the end of the Close of Escrow; such agreed description will be deemed attached hereto.]

APN:

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master 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 deadline to deliver a Notice to
Proceed.

June 27, 2027, subject to the City's right to
elect to provide additional extensions pursuant
to the definition of "Due Diligence Period."

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

No later than twenty (20) days prior to the
Closing Date.

4. City shall approve or disapprove Evidence
of Financing.

Within ten (10) calendar days after
submission.

5. If applicable, Purchaser shall submit the
proposed Permitted Transferee and/or form of
assignment and assumption agreement to the
City for its approval.

No later than fifteen (15) days prior to the
Closing Date.

6. City shall approve or disapprove the
proposed Permitted Transferee and/or the form
of assignment and assumption agreement.

Within ten (10) calendar days after
submission.

7. Outside C losing Date for the Close of
Escrow.

Up to two hundred ten (210) days after the date
Purchaser delivers the Notice to Proceed, or no
later than January 24, 2028; subject, however,
to the City's right to elect to provide additional
extensions pursuant to th e definition of "Due
Diligence Period," and further extension due to
Enforced Delays pursuant to Section 510.

8. Purchaser shall commence construction of
the site work and offsite infrastructure required
for the development of the Property.

Within twelve (12) months of Close of Escrow,
subject, however, to extension due to Enforced
Delays pursuant to Section 510.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 3 – Schedule of Performance

9. Purchaser shall commence construction of
improvements on the Property.

Within twelve (12) months of Close of Escrow,
subject, however, to extension due to Enforced
Delays pursuant to Section 510.

10. Purchaser shall complete the site work and
offsite infrastructure required for the
development of the Property.

Within twenty-four (24) months of Close of
Escrow, subject, however, to extension due to
Enforced Delays pursuant to Section 510.

11. Purchaser shall complete construction of
improvements on the Property.

Within twenty-four (24) months of Close of
Escrow, subject, however, to extension due to
Enforced Delays pursuant to Section 510.

12. City and Purchaser shall complete good
faith negotiations for the Secondary Tract.

Within six (6) months of the time when the
preconditions for such negotiations set forth in
Section 219 have been satisfied.

13. Closing Date for the Close of Escrow o n
the Secondary Tract, in the event the
Secondary Tract PSA is approved and entered
into.

No later than eighteen (18) months following
the completion of construction on the Primary
Tract.

14. City and Purchaser shall complete good
faith negotiations for the purchase of the
Tertiary Tract of the Project.

Within six (6) months of the time when the
preconditions for such negotiations set forth in
Section 219 have been satisfied, subject to the
Schedule of Performance to be set forth in the
Secondary Tract PSA.

15. City and Purchaser shall complete good
faith negotiations for the Final Tract of the
Project.

Within six (6) months of the time when the
preconditions for such negotiations set forth in
Section 219 have been satisfied, subject to the
Schedule of Performance to be set forth in the
Tertiary Tract PSA.
*The City Manager may consent, in the reasonable discretion of the City Manager, such consent not to be unreasonably withheld, conditioned or delayed, to the extension of any of the deadlines set forth in this Schedule of Performance, provided that the Purchaser has shown good faith and diligent efforts to satisfy the applicable covenants and conditions within its reasonable control.

With respect to Item Nos. 10-15 above, the City acknowledges that Purch aser will be required to obtain a Joshua Tree taking permit and other approvals and permits for the Property from governmental and other agencies or entities other than the City (including, without limitation, approvals from Southern California Edison an L os Angeles County Waterworks) , which may Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 3 – Schedule of Performance

result in delays that are beyond the reasonable control of Purchaser. So long as Purchaser has submitted all applications for such taking permit or other such approval or permit and pursues the issuance of same in g ood faith, the City will agree to extend the deadlines in Item Nos. 10 -15 above as necessary as Enforced Delays pursuant to Section 510 of the Agreement. Nothing in the foregoing is intended to limit the applicability of Enforced Delays pursuant to Section 510 of the Agreement.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

ATTACHMENT NO. 4

FORM OF GRANT DEED

[Behind this page.]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master 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 AVCC MASTER 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 pr oduction 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 Cl erk of the City of Palmdale, and which is by reference incorporated as though fully set forth herein. Capitalized Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

terms not defined herein have the meaning given in the PSA.

3. Title to the Property is conveyed subject to all recorded liens, encumbrances, cov enants, 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 w ith the provisions and attachments of the PSA. For all proposed transfers and assignments, Grantee and Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

its successors and assigns covenant to comply with the notice and documentation requirements set forth in the PSA, including without limitation the requ irement 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 suc h 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 Property. The foregoing covenants will run with the land.

7. Grantee covenants and agrees for itself, its 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, sexual 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 p ersons 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 th e Government Code, in the sale, lease, 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 disc rimination 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, relatin g 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

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 conditions: 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 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 herein 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) o f 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 t he 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 transferee 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 occupa ncy, 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 fam ilial 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 subdivis ions (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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

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, and as and to the extent required by Section 304 of the PSA (collectively, the “Maintenance Standards”). 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 not 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 Gr antee shall be responsible for payment of all costs and expenses incurred for such maintenance.

9. If Grantee sells, transfers, conveys or assigns any part of the Property or buildings or structures thereon prior to the issuance by the Grantor of the Release of Construction Covenants, 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 (subject to the provisions of Section 12 of this Grant Deed), thirty (30) days after concurrently delivering to Grantee and recording in the official records 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 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

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:

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 with 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.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

c. Any balance remaining after such reimbursements shall be retained by Grantor as its property.

12. In the event of the sale of the community facility district or assessment district bonds for the “Infrastructure Capital” as defined in Section 217 of the PSA, within the time set forth in the Schedule of Performance (Attachment No. 3 of the PSA (subject to any extension(s) reasonably provided in writing by the City Manager of the Grantor) and the Grantee 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 the PSA and its attachments and/or this Grant deed to the contrary, the Grantor shall not at any time thereafter have the right to pursue any of the rights or remedies of Sections 10 and 11 of this Grant Deed, including without limitation the right to reenter, repossess and/or revest in the City all or any portion of the title to the Property. Such termination and release of the Section 10 and Section 11 remedies of Grantor as provided herein shall occur automatically without the need for any subsequent recordation to be made by the parties hereto. Grantor 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 such termination o f Grantor remedies as provided herein.

13. All conditions, covenants and restrictions contained 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 o r any interest therein, and any party in possession or occupancy of said Property or portion thereof.

14. 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 purpose 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 dur ing 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

of the County Recorder of the County of Los Angeles.

15. 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 foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master 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:

Ronda Perez Dated
City Manager
ATTEST:

By:

Roxanne Faber
City Clerk

APPROVED AS TO FORM:

By:

William P. Curley, III
City Attorney

By: KANE, BALLMER & BERKMAN

By:

City Special Counsel

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

Grantee accepts and agrees to all of the terms and provisions of this Grant Deed.

[________________________]

Dated:______________ By:

Name:

Title:

ATTEST:

By: __________________________________

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

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 ________________________

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 4 – Grant Deed

EXHIBIT A

LEGAL DESCRIPTION

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

ATTACHMENT NO. 5

ENVIRONMENTAL INDEMNITY

[Behind this page.]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

ENVIRONMENTAL INDEMNITY
Agreement No. [________]

THIS ENVIRONMENTAL INDEMNITY (this “ Indemnity”), dated as of [___________, 201_], made by [__________________________], whose address for purposes of giving notice 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 to 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 1) 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, any laws as a “hazardous waste”, “extremely hazardous substance”, “e xtremely 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, n atural 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 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 2528 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”); Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

(viii) radon; and (ix) any other chemical, material, or substance that, because of its qua ntity, 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 env ironment if released into the work place or the environment.

Section 2) 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 wi ll 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 quantities used at the Property in c ompliance 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 Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environ - mental law, or (C) could reasonably be anticipated to form the basis of an environmental 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, judgments, 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 Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

any time be imposed upon, incurred by or asserted or awar ded 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 e xtent 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 3) 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 therewith;

(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 obligations 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 insolvency, bankruptcy, or reorg anization 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 all of Purchaser’s obligations under the PSA, this Indemnity will not terminate if Indemnitee has at any time or in any manner participated in the Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

management or control of, taken possession of (whether personally, by agent or by appointment of a receiver), or taken title to the Propert y or any portion thereof, whether by foreclosure, deed in lieu of foreclosure, sale under power of sale or otherwise.

Section 4) WAIVER

Purchasers hereby waive 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, the 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 5) 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

In the case of Purchaser: ___________

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

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 professional 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 6) 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 day 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 further 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 prohibited 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, consulta nts 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 convenient 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 California or federal court. Purchaser irrevocably consents to the service of any and all process which may be required or permitted in any such action Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

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 inserted only as a matter of convenience and for reference and will i n 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: _________________________
Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 5 – Environmental Indemnity

EXHIBIT “A”

LEGAL DESCRIPTION

APN:

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 6 – Infrastructure Work

ATTACHMENT NO. 6

INFRASTRUCTURE WORK

[attached]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 6 – Infrastructure Work

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 6 – Infrastructure Work

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 6 – Infrastructure Work

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

ATTACHMENT NO. 7

ASSIGNMENT OF ENVIRONMENTAL CLEARANCE WORK PRODUCT

[Behind this page.]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

ASSIGNMENT OF ENVIRONMENTAL CLEARANCE WORK PRODUCT

FOR VALUE RECEIVED, the undersigned, ________________, a _______________ (“Purchaser”), assigns to the CITY OF PALMDALE, a municipal corporation (“City”), all of its rights, title and interest in and to all Environmental Clearance Work Product (as defined in the Third Amendment) prepared by or for Purchaser for the development and construction of the Project and relating t o the Released Property described on Schedule 1 attached hereto. The foregoing assignment by Purchaser is made without any representations or warranties of any kind or nature, express or implied.

This ASSIGNMENT OF ENVIRONMENTAL CLEARANCE WORK PRODUCT (“Assignment”) constitutes a collateral assignment to City as of the Effective Date and is made in conjunction with that certain Purchase and Sale Agreement dated effective as of ______, 2025 (the "PSA"). The PSA was entered into regarding the purchase an d 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 PSA, and its development by Purchaser. Capitalized terms not otherwise defined herein have the meaning set forth in the PSA.

Upon the occurrence of a Triggering Event under the PSA, City may, in its sole discretion, give notice to Purchaser and its consultants responsible for any Environmental Clearance Work Product of its intent to enforce its righ ts to receive an assignment of the Environmental Clearance Work Product. Purchaser acknowledges that by accepting this Assignment, City does not assume any of Purchaser’s obligations under the Environmental Clearance Work Product agreements and documents. City acknowledges that by accepting this Assignment, Purchaser does not accrue any obligations or liability to City with respect to the Environmental Clearance Work Product from and after the occurrence of any Triggering Event. Notwithstanding anything herein to the contrary, at all times prior to a Triggering Event, Purchaser retains the right to exercise any and all rights and powers granted in connection with the Environmental Clearance Work Product and/or under any agreements with respect thereto, and the collateral assignment granted herein to the City shall become automatically subordinate in all respects to the rights of Purchaser's lender with respect to any portion of the Property that becomes subject to third party construction financing (as evidenced by a recorded deed of trust encumbering such portion of the Property).

This Assignment secures performance by Purchaser of all obligations of Purchaser under the PSA.

This Assignment is supplemented by the provisions of the PSA and said provisions are incorporated herein by reference.

This Assignment will be governed by the laws of the State of California, without reference to the principles governing conflicts of laws, and Purchaser consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action will be entitled, in addition to any other recovery, to reasonable attorney’s fees and costs.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

This Assignment will be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors -in-interest of Purchaser and City; provided, however, this will not be construed and is not intended to waive any restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by Purchaser contained in the PSA.

The attached Consent of consultants, Schedule 2 and Attachment A are incorporated by reference.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

PURCHASER:

Executed as of _____________202__.

__________________,
a _________________

By: ____________________________
Name: ____________________________
Title: ____________________________

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

ATTACHMENT A

CONSENT OF CONSULTANTS

The undersigned consultant (“Consultant”) hereby consents to the foregoing Assignment to which this Consultant’s Consent (“Consent”) is part, and acknowledges that there presently exists no unpaid claims due to the Consultant except as set forth on Schedule 1 attached hereto, arising out of the preparation and delivery of the Environmental Clearance Work Product to Purchaser and/or the performance of the Consultant’s obligations under the Assignment.

Consultant agrees that if, at any time, City will become the owner of said Property, or, pursuant to its rights under the PSA, elects to undertake or cause the completion of construction of the Project on any portion of the Property, in accordance with the Environmental Clearance Work Product, and gives Consultant written notice of such election; THEN, so long as Consultant has received, receives or continues to receive the compensation called for under the Agreement, City and its successor and assigns may, at its option, use and rely on the Environmental Clearance Work Product for the purposes for whic h they were prepared, and Consultant will continue to perform its obligations under the Agreements for the benefit and account of City in the same manner as if performed for the benefit or account of Purchaser in the absence of the Assignment.

Consultant warrants and represents that it/he has no knowledge of any prior assignment(s) of any interest in the Environmental Clearance Work Product. Except as otherwise defined herein, the terms used herein will have the meanings given them in the Assignment.

Executed as of___________, 202___.

[Consultant’s Signature on Following Page]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 7 – Assignment of Environmental
Clearance Work Product

[CONSULTANT’S NAME]

By: __________________________
Name:

Title:

[address]

City’s Address:

City of Palmdale
38300 North Sierra Highway, Suite A
Palmdale, California 93550
Attention: Ronda Perez, City Manager

With a copy to:

City Attorney’s Office
City of Palmdale
38300 North Sierra Highway, Suite A
Palmdale, California 93550
Attention: William P. Curley, III, City Attorney

SCHEDULE OF UNPAID CLAIMS

Schedule 1 to Assignment of Consultant Agreements, Environmental Clearance Work Product dated as of____________, 202___ between ______________, as Purchaser, and CITY PALMDALE, as City.

PROPERTY DESCRIPTION

Attachment A to Assignment of Environmental Clearance Work Product Agreement and Documents dated as of___________, 202___, between ______________, as Purchaser and CITY OF PALMDALE, as City.

[Immediately Follows This Page]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 8 – Assignment of Plans, Entitlements
and Third-Party Reports

ASSIGNMENT OF PLANS, ENTITLEMENTS AND THIRD-PARTY REPORTS

FOR VALUE RECEIVED, the undersigned, ________________, a _______________ (“Purchaser”), assigns to the CITY OF PALMDALE, a municipal corporation (“City”), all of its rights, title and interest in and to all Assignable Entitlements (as defined in the PSA) prepared or obtained by or for Purchaser for the development and construction of the Project and relating to the Released Property described on Schedule 1 attached hereto. The foregoing assignment by Purchaser is made without any representations or warranti es of any kind or nature, express or implied.

This ASSIGNMENT OF PLANS, ENTITLEMENTS AND THIRD-PARTY REPORTS (“Assignment”) constitutes a collateral assignment to City as of the Effective Date and is made in conjunction with that certain Purchase and Sale Agreement dated effective as of ______, 2025 (the "PSA"). The PSA was entered into 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 PSA, and its development by Purchaser. Capitalized terms not otherwise defined herein have the meaning set forth in the PSA.

Upon the occurrence of a Triggering Event under the PSA, City may, in its sole discretion , give notice to Purchaser and its consultants responsible for any Assignable Entitlements of its intent to enforce its rights to receive an assignment of the Assignable Entitlements . Purchaser acknowledges that by accepting this Assignment, City does no t assume any of Purchaser’s obligations under the Assignable Entitlements. City acknowledges that by accepting this Assignment, Purchaser does not accrue any obligations or liability to City with respect to the Assignable Entitlements from and after the occurrence of any Triggering Event. Notwithstanding anything herein to the contrary, at all times prior to a Triggering Event, Purchaser retains the right to use and possess the Assignable Entitlements, and the collateral assignment granted herein to the City shall become automatically subordinate in all respects to the rights of Purchaser's lender with respect to any portion of the Property that becomes subject to third party construction financing (as evidenced by a recorded deed of trust encumbering such portion of the Property).

This Assignment secures performance by Purchaser of all obligations of Purchaser under the PSA.

This Assignment is supplemented by the provisions of the PSA and said provisions are incorporated herein by reference.

This Assignment will be governed by the laws of the State of California, without reference to the principles governing conflicts of laws, and Purchaser consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for th e filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action will be entitled, in addition to any other recovery, to reasonable attorney’s fees and costs.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 8 – Assignment of Plans, Entitlements
and Third-Party Reports

This Assignment will be binding upon and inure t o the benefit of the heirs, legal representatives, assigns, and successors -in-interest of Purchaser and City; provided, however, this will not be construed and is not intended to waive any restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by Purchaser contained in the PSA.

The attached Consent of consultants, Schedule 2 and Attachment A are incorporated by reference.

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 8 – Assignment of Plans, Entitlements
and Third-Party Reports

PURCHASER:

Executed as of _____________202__.

__________________,
a _________________

By: ____________________________
Name: ____________________________
Title: ____________________________

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 8 – Assignment of Plans, Entitlements
and Third-Party Reports

ATTACHMENT A

CONSENT OF CONSULTANTS

The undersigned consultant (“Consultant”) hereby consents to the foregoing Assignment to which this Consultant’s Consent (“Consent”) is part, and acknowledges that there presently exists no unpaid claims due to the Consultant except as set forth on Schedule 1 attached hereto, arising out of the preparation the Assignable Entitlements for Purchaser and/or the performance of the Consultant’s obligations under the Assignment.

Consultant agrees that if, at any time, City will become the owner of said Property, or, pursuant to its rights under the PSA, elects to undertake or cause the completion of construction of the Project on any portion of the Property, and uses the Assignable Entitlements the completion of such construction, and gives Consultant written not ice of such election; THEN, so long as Consultant has received, receives or continues to receive the compensation called for under the Agreement, City and its successor and assigns may, at its option, use and rely on the Assignable Entitlements for the pur poses for which they were prepared, and Consultant will continue to perform its obligations under the Agreements for the benefit and account of City in the same manner as if performed for the benefit or account of Purchaser in the absence of the Assignment.

Consultant warrants and represents that it/he has no knowledge of any prior assignment(s) of any interest in the Assignable Entitlements. Except as otherwise defined herein, the terms used herein will have the meanings given them in the Assignment.

Executed as of___________, 202___.

[Consultant’s Signature on Following Page]

Amended and Restated Purchase and Sale Agreement Agreement No. [A-9634] AVCC Master LLC APN: 3126-022-929
Attachment No. 8 – Assignment of Plans, Entitlements
and Third-Party Reports

[CONSULTANT’S NAME]

By: __________________________
Name:

Title:

[address]

City’s Address:

City of Palmdale
38300 North Sierra Highway, Suite A
Palmdale, California 93550
Attention: Ronda Perez, City Manager

With a copy to:

City Attorney’s Office
City of Palmdale
38300 North Sierra Highway, Suite A
Palmdale, California 93550
Attention: William P. Curley, III, City Attorney

SCHEDULE OF UNPAID CLAIMS

Schedule 1 to Assignment of Consultant Agreements, Assignable Entitlements dated as of ____________, 202___ between _____________, as Purchaser, and CITY PALMDALE, as City.

PROPERTY DESCRIPTION

Attachment A to Assignable Entitlements Agreement and Documents dated as of___________, 202___, between ______________, as Purchaser and CITY OF PALMDALE, as City.

[Immediately Follows This Page]

47038631v.4

City Council Staff Report

DATE: DECEMBER 2, 2025

TO: HONORABLE MAYOR PRO TEM AND CITY COUNCIL

FROM: ALEXANDRA SEVERINO, CITY ATTORNEY

DISTRICT: ALL

SUBJECT: ANNUAL SELECTION OF MAYOR AND MAYOR PRO TEM

RECOMMENDATION

Staff recommend that Council:

1. Select a Mayor and Mayor Pro Tem for the 2026 calendar year.

BACKGROUND

On April 1, 2025, the City Council approved Ordinance No. 1655 to establish the annual selection process for the Mayor and Mayor Pro Tem. The first meeting in December is designated for appointing a councilmember to serve as Mayor, followed immediately by the appointment of a councilmember to serve as Mayor Pro Tem.

DISCUSSION

The City Council should act in accordance with its adopted procedure to ensure a definite and certain City Council leadership.

FISCAL IMPACT

$0; Minor costs related to updating the City’s administrative records and public materials are expected, and can be absorbed within the existing budget.

STRATEGIC PLAN

Goal II: Ensure long-term fiscal health of the City and maintain funding for services.

C. Involve and expand engagement to enhance public oversight and transparency.

Report to Mayor Pro Tem and City Council
Re: Annual Selection of Mayor and Mayor Pro Tem
December 2, 2025

Prepared by: Alexandra Severino, City Attorney
Certified as to availability of Funds: Janelle Samson, Director of Operations Approved by: Salvador Mendez, Interim City Manager
Approved as to form: Alexandra Severino, City Attorney

ATTACHMENTS:

Ord. No. 1655

CITY COUNCIL

CITY OF PALMDALE, CALIFORNIA

ORDINANCE

NO.
1655

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

PALMDALE, CALIFORNIA, A CHARTERED CITY, REPEALING AND
RESCINDING SECTION 2.08.010 OF TITLE 2 OF THE PALMDALE
MUNICIPAL CODE AND ADOPTING A NEW SECTION 2.08.010 OF
TITLE 2 OF THE PALMDALE MUNICIPAL CODE, ESTABLISHING THE

ANNUAL SELECTION OF MAYOR AND MAYOR PRO TEM BY THE

MAJORITY VOTE OF THE ENTIRE COUNCIL

I.

Intent of City Council

A.

The present municipal code authority as set forth in Section 2.08.010 of Title 2 of the Palmdale Municipal Code establishes an automatic, district based, numerical rotation for both the office of Mayor and for Mayor Pro Tem. This structure removes the proper discretion of the entire City Council as regards the selection of Mayor and Mayor Pro Tem.

B.

The City Council desires to annually exercise its discretion, and even from time to time in the course of the term defined by the calendar year, commencing in January of each year and terminating at the end of December of that calendar year.

C.

All legal prerequisites to the adoption of this ordinance have occurred as required by law, and per Palmdale Municipal Code Sections 1.06.040 through and including 1.06.070, of Title I.

II.

Ordinance

N

OW THEREFORE,

THE CITY COUNCIL OF THE CITY OF PALMDALE DOES
ORDAIN AS FOLLOWS:

SECTION

1 .

In all respects as set forth in Part I above of this Ordinance which are hereby incorporated by reference in their entirety.

SECTION
2 .

The presently adopted Section 2.08.010 of Title 2 of the Palmdale Municipal Code is revoked and rescinded in its entirety, effective upon the effective date of this Ordinance.

SECTION
3 .

A new Section 2.08.010 of Title 2 of the Palmdale Municipal Code, to read in words and figures as follows; is hereby adopted and will be effective thirty (30) days after
its
adopt
ion
:

Ordinance
No.
1655
Page
2 of
3 On an annual basis at the first meeting in December the City Council, by majority vote of those in attendance, shall first select a council member to serve as Mayor, and immediately thereafter select a council member, by majority vote of those in attendance, to serve as Mayor Pro Tem. At the pleasure of a majority of the City Council, the City Council may, from time to time, replace either or both the Mayor and Mayor Pro Tem.

The Mayor
and Mayor Pro Tem shall not serve consecutive terms.

SECTION

4. The City Council finds that the adoption and codification of this Ordinance is not subject to review by the California Environmental Quality Act direct or reasonably foreseeable indirect change in the physical environment and no significant impact on the environment will
occur
.

SECTION
5 .

If any chapter, article, section, subsection, subdivision, sentence, clause, phrase, word, or portion of this Ordinance, or the application thereof to any person, is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of this Ordinance or its application to other persons. The City Council hereby declares that it would have adopted this Ordinance and each chapter, article, section, subsection, subdivision, sentence, clause, phrase, word, or portion thereof, irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, phrases, or portions of the application thereof to any person, be declared invalid or unconstitutional. No portion of this Ordinance shall supersede any local, state, or federal law, regulation, or codes dealing with life safety factors.

SECTION
6 .

The City Clerk shall certify to the adoption of this
Ordinance
.

PASSED, APPROVED
and

ADOPTED
this
1 st
day of
April
,
2025
.
__
_______________________________
Richard J. Loa
, Mayor
APPROVED AS TO FORM:

ATTEST:
___________________________
_________________________________
Alexandra M. Halfman
Rochelle Scott
,
City Clerk
Acting
City Attorney

Ordinance

No.
1655

Page
3 of
3 I, Rochelle Scott, City Clerk of the City of Palmdale, California, do hereby certify that the foregoing Ordinance was duly introduced, passed, approved, and adopted by the City Council of the City of Palmdale at a regular meeting of said Council held on the 1st

day of

April
, 20
25 effective on the
1st

day of
May
, 20
25 by the following roll call
vote:

AYES:

NOES:___________________________________________________________

ABSTAIN:______________________ABSENT:___________________________

Date:

Rochelle Scott
, City Clerk

Bettencourt, Bishop, Ohlsen, Alarcón
Loa
None
None

CITY OF PALMDALE

OFFICE OF THE CITY COUNCIL

M E M O R A N D U M

TO: City Clerk

FROM: Laura Bettencourt, Mayor Pro Tem

SUBJECT: Monthly Informational Report – Events and Meetings

DATE: December 2, 2025

During the period November 1 through November 30, 2025, I attended the following meetings and events:

Nov. 3 Briefing re: Agenda Items + 5 yr CIP Plan
Nov. 3 Barrel Springs Visit
Nov. 4 Regular Council Meeting
Nov. 4 Sam Yellen Phase 2 Ribbon Cutting
Nov. 5 Coach’s Tavern Grand Opening
Nov. 6 AV EDGE 2025 Fall Forum
Nov. 8 AV Wall Opening Ceremony at Palmdale Amphitheater Nov. 11 Veterans Day Ceremony at Palmdale Amphitheater
Nov. 13 LCC DMD Larry Chimbole Awards Luncheon
Nov. 19-23 National League of Cities City Summit Conference, Salt Lake City Nov. 25 AVTA Board of Directors Meeting
Nov. 26 Sparkle Up the Square at Poncitlán Square

CITY OF PALMDALE

OFFICE OF THE CITY COUNCIL

M E M O R A N D U M

TO: City Clerk

FROM: Austin Bishop, Councilmember

SUBJECT: Monthly Informational Report – Events and Meetings

DATE: December 2, 2025

During the period November 1 through November 30, 2025, I attended the following meetings and events:

Nov. 3 Briefing re: Agenda Items + 5 yr CIP Plan
Nov. 4 Regular Council Meeting
Nov. 4 Sam Yellen Phase 2 Ribbon Cutting
Nov. 5 Coach’s Tavern Grand Opening
Nov. 6 SCAG Board Meeting
Nov. 8 AV Wall Opening Ceremony at Palmdale Amphitheater Nov. 12 Together California Site Visit
Nov. 19-23 National League of Cities City Summit Conference, Salt Lake City Nov. 25 SAVES Thanksgiving Basket Distribution

CITY OF PALMDALE

OFFICE OF THE CITY COUNCIL

M E M O R A N D U M

TO: City Clerk

FROM: Richard Loa, Councilmember

SUBJECT: Monthly Informational Report – Events and Meetings

DATE: December 2, 2025

During the period November 1 through November 30, 2025, I attended the following meetings and events:

Nov. 4 Briefing re: Agenda Items + 5 yr CIP Plan
Nov. 4 Regular Council Meeting
Nov. 4 Sheriff Boosters Meeting
Nov. 6 AV EDGE 2025 Fall Forum
Nov. 8 AV Wall Opening Ceremony at Palmdale Amphitheater Nov. 8 AV BOGA Military Ball
Nov. 11 Veterans Day Ceremony at Palmdale Amphitheater
Nov. 17 AV EDGE Lunch with Senator Valladares
Nov. 20 GAVAR Installation Brunch
Nov. 21 Executive Committee on Regional Homeless Alignment Nov. 26 Sparkle Up the Square at Poncitlán Square

CITY OF PALMDALE

OFFICE OF THE CITY COUNCIL

M E M O R A N D U M

TO: City Clerk

FROM: Eric Ohlsen, Councilmember

SUBJECT: Monthly Informational Report – Events and Meetings

DATE: December 2, 2025

During the period November 1 through November 30, 2025, I attended the following meetings and events:

Nov. 3 Briefing re: Agenda Items + 5 yr CIP Plan
Nov. 4 Regular Council Meeting
Nov. 4 Sam Yellen Phase 2 Ribbon Cutting
Nov. 6 AV EDGE Fall Forum
Nov. 8 AV Wall Opening Ceremony at Palmdale Amphitheater Nov. 8 AV BOGA Military Ball
Nov. 11 Veterans Day Ceremony at Palmdale Amphitheater
Nov. 12 Together California Site Visit
Nov. 12 Metrolink Board Briefing
Nov. 19-23 National League of Cities City Summit Conference, Salt Lake City Nov. 24 SAVES Thanksgiving Basket Distribution
Nov. 25 AVTA Board of Directors Meeting
Nov. 26 Sparkle Up The Square-Flip the Switch at Poncitlán