Victorville City Council
February 4, 2025

City Council Chambers
14343 Civic Drive
Victorville, CA
www.victorvilleca.gov
VICTORVILLE CITY COUNCIL
VICTORVILLE LIBRARY BOARD OF TRUSTEES
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
THE CITY AS HOUSING ASSETS SUCCESSOR
JOINT POWERS FINANCING AUTHORITY
VICTORVILLE WATER DISTRICT
Regular Meeting Agenda
Tuesday, February 4, 2025
5:00 p.m. Closed Session
6:00 p.m. Regular Session
The

City

Council

holds

its

business

meetings

in

public

in

accordance

with

the

requirements

of

the

Ralph
M.

Brown

Act,

its

established

policies

and

procedures,

and

its

adopted

parliamentary

authority.

The
Council

strives

to

carry

out

its

meetings

in

an

atmosphere

of

professionalism

with

full

participation

by
members

of

the

body

and

the

public.

As

such,

the

Presiding

Officer

is

empowered

to

govern

City

Council
Meetings

to

foster

the

efficient

and

fair

administration

of

City

business

and

reserves

the

right

to

enforce
(or

cause

to

be

enforced)

the

Meeting

Rules

of

Conduct

and

Decorum

as

set

forth

in

Chapter

5 of

the

City
Council Policy and Procedures Manual.

The

City

Council

welcomes

and

encourages

public

participation

and

invites

the

community

to

attend

in
person.

City

Council

Meetings

will

be

held

in-person

at

City

Hall

in

Council

Chambers.

Remote

viewing

of
our

Council

Meetings

is

available

through

YouTube,

but

public

comments

must

be

given

in-person

at

the
meeting or in advance as noted below.

Public

Comments:

Members

of

the

public

may

submit

comments

electronically

to
[email protected]

by

4 p.m.

the

day

of

the

meeting

to

be

distributed

to

City

Council.

Participants
are

invited

to

address

the

Council

on

agendized

and

non-agendized

topics

at

the

beginning

of

the
meeting.

Public

comments

will

be

no

longer

than

three

(3)

minutes

per

community

member.

Should

a
speaker

conclude

their

comments

prior

to

the

expiration

of

three

(3)

minutes,

the

speaker

waives

the

right
to

speak

for

any

remaining

amount

of

time.

For

further

information

about

how

to

address

the

Council,
please refer to the City's website at
victorvilleca.gov/agendas
.

LEVINE

ACT

DISCLOSURE:

Pursuant

to

the

Levine

Act

(Govt.

Code

section

84308),

any

party

to

a
permit,

license,

contract,

or

other

entitlement

before

the

Victorville

City

Council

is

required

to
disclose

on

the

record

any

campaign

contribution,

including

aggregated

contributions,

of

more
than

$250

made

by

the

party

or

the

party's

agents

within

the

preceding

12 months

to

any

City
official.

Participants

and

agents

are

requested

to

make

this

disclosure

as

well.

The

disclosure
must

include

the

name

of

the

party,

participant,

or

agent,

and

any

other

person

making

the
contribution;

the

name

of

the

recipient,

the

amount

of

the

contribution,

and

the

date

the
contribution was made.

In

compliance

with

the

Americans

with

Disabilities

Act,

if

you

need

special

assistance

to

participate

in

this
meeting,

please

contact

the

City

Clerk's

office

at

(760)

955-5188

no

later

than

72 hours

prior

to

the
meeting.

5:00 p.m. Closed Session

Call to Order

Roll Call

Introduction to Public Comments

Public Comments for Closed Session Items

Declaration of Closed Session Item(s) by City Attorney

CITY COUNCIL

A.

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code § 54956.9(d)(1)
Case Name: Maria Flores-Avalos v. Martin Fernando Alcon et al.

Case Number: San Bernardino Superior Case No. CIVSB2218331

Recess to Closed Session

6:00 p.m. Regular Session

Call to Order

Roll Call

Closed Session Announcements by the City Attorney

Invocation: Pastor Carlo Mendoza with Sunrise Church

Pledge of Allegiance: Police Captain Randy German

City Clerk Presents Agenda/Revisions to Agenda

Conflict of Interest Declarations
Any

items

on

this

agenda

that

might

be

a

conflict

of

interest

to

any

Council
Members/Board Members should be identified at this time.

Introduction to Public Comments

Public Comments

PUBLIC HEARING(S)

1. Pressure

Zone

Change

Project

-

Area

7 District

–

Approve

Notice

of

Exemption

and

Award of Construction Contract

Recommendation:

That the Honorable Board of Directors:
(1)

Open

and

conduct

a

Public

Hearing,

receiving

testimony

regarding

the

proposed
capital improvement project (CIP);
(2) Close the Public Hearing;
(3)

Find

the

project

exempt

from

environmental

review

under

the

California
Environmental

Quality

Act

(CEQA)

pursuant

to

Section

15301(b)

of

the

CEQA
guidelines and Approve the Notice of Exemption; and
(4)

Award

a

construction

contract

to

Hemet

Manufacturing

Company,

Inc.,

DBA
Genesis

Construction

in

the

amount

of

$2,011,621.00,

for

the

Pressure

Zone
Change Project – Area 7 District Project No. CC25-027.

2. Consideration

of

Southern

California

Logistics

Airport

Authority

Tax

Allocation
Refunding Bonds and Other Related Actions

Recommendation:

That

the

Honorable

City

Council,

the

Southern

California

Logistics

Airport

Authority
(“SCLAA”)

Commission,

and

the

City

Council

sitting

as

the

Governing

Board

of

the
Successor Agency to the Victorville Redevelopment Agency (“Successor Agency”):
(1)

Hold

a

public

hearing

regarding

the

proposed

issuance

by

SCLAA

of

tax
allocation

refunding

bonds

in

an

amount

of

not

to

exceed

$105

million

to

refinance
certain public capital improvements;
(2)

Approve

Resolution

No.

25-009

approving

the

issuance

and

sale

of

not

to
exceed

$105

million

aggregate

principal

amount

of

Southern

California

Logistics
Airport

Authority

Tax

Allocation

Refunding

Bonds,

pledging

the

City’s

share

of

tax
increment revenues thereto, and making certain findings in connection therewith; (3)

Adopt

Resolution

No.

SCLAA-25-002

authorizing

the

issuance

and

sale

of

tax
allocation

refunding

bonds

in

an

amount

of

not

to

exceed

$105

million,

and
approving

the

form

of

an

Indenture

of

Trust,

a

Form

of

Escrow

Agreement,

a

Form
of

Bond

Purchase

Agreement,

and

authorizing

certain

other

actions

in

connection
therewith; and
(4)

Adopt

Resolution

No.

R-SA-25-001

approving,

ratifying,

and

consenting

to

the
addition

of

the

Victorville

Water

District

as

a

member

of

the

Southern

California
Logistics Airport Authority.

CONSENT CALENDAR

3. Notice

of

Completion

–

Brentwood

Park

Shade

Structures,

Purchase

and
Installation, Project ESC24-094

Recommendation:

That

the

Honorable

City

Council

accept

as

complete

and

approve

the

Notice

of
Completion

for

the

Brentwood

Park

Shade

Structures,

Purchase

and

Installation,
Project

ESC24-094

and

authorize

the

City

Manager

to

execute

the

Notice

of
Completion.

4. ​​​Code

Compliance

Department

FY24/25

Second

Quarter

Code

Compliance

Division
and Animal Services Division Activity Reports​​

Recommendation:
​That the honorable City Council review and file.​

5. Engineering Report for the Second Quarter of Fiscal Year 2024-2025

Recommendation:

That the Honorable City Council review and file this quarterly report.

6. Notice of Completion – Roof Replacement for Various Facilities, Project CC25-014

Recommendation:

That

the

Honorable

Board

of

Directors

accept

as

complete

and

approve

the

Notice
of

Completion

for

the

Roof

Replacement

for

Various

Facilities,

Project

CC25-014
and authorize the General Manager to execute the Notice of Completion.

7. Commercial Demand Schedule No. 14

Recommendation:

That

the

City

Council

and

Board

of

Directors

ratify

Commercial

Demand

Schedule
No.

14 in

the

amount

of

$11,336,732.08,

covering

Electronic

Fund

Transfers

No.
342521

through

342690

and

Warrant

No.

798153

through

798326

for

01/09/2025
through

01/22/2025

and

Wire

Transfer

dated

01/28/2025,

per

the

adopted

budget
for

Fiscal

Year

2024-2025

for

the

period

covering

July

1,

2024

through

June

30,
2025.

8. Payroll Demand Schedule No. 5A

Recommendation:

That

the

City

Council

and

Board

of

Directors

ratify

Payroll

Demand

Schedule

No.
5A

for

Payroll

Period

October

25,

2024,

through

November

08,

2024,

in

the

amount
of

$2,252,394.72

covering

Check

Nos.

34366

through

34381,

including

Vendor
checks.

Also

included

are

Advice

Nos.

320895

through

321448,

per

adopted

budget
for Fiscal Year 2024-2025 (period covering July 1, 2024, through June 30, 2025).

WRITTEN COMMUNICATIONS

9. Selectron Technologies, Inc. Master Services and Hosting Agreement

Recommendation:

That

the

Honorable

City

Council

approve,

and

authorize

the

City

Manager

to

sign,

a
five-year

Master

Services

and

Hosting

Agreement

by

and

between

the

City

of
Victorville

and

Selectron

Technologies,

Inc.,

in

an

amount

not

to

exceed
$450,963.12,

for

the

implementation

of

the

utility

billing

Interactive

Voice

Response
(IVR)

phone

services;

and

authorize

the

City

Attorney

to

make

non-substantiative
changes to said agreement, as may be necessary.

10. Award

of

Professional

Services

Provider

Agreement

to

Plan,

Furnish,

Deliver,

and
Install

Furniture,

Fixtures,

and

Equipment

for

the

Green

Tree

Library

and

Golf

Course Club House

Recommendation:

That

the

Honorable

City

Council

award

a

Professional

Services

Provider
Agreement

with

J.K.

Miklin,

Inc.,

DBA

Yamada

Enterprises

in

the

amount

not

to
exceed

$805,200

for

planning,

furnishing,

delivery,

and

installation

of

furniture,
fixtures,

and

equipment

for

the

Green

Tree

Library

and

Golf

Course

Club

House
(Project JM25-025).

11. Sewer

Main

Condition

Assessment

2024

–

Consultant/Professional

Services
Provider Agreement

Recommendation:

That

the

Honorable

City

Council

approve

a

Consultant/Professional

Services
Provider

Agreement

with

Mattucci

Plumbing,

Inc.,

in

an

amount

not

to

exceed
$942,074.16, for Sewer Main Condition Assessment 2024, Project No. CC25-029.

12. Consultant/Professional

Services

Provider

Agreement

with

Dokken

Engineering

for
design services for the Old Town Streetscape Improvement Project JM25-007

Recommendation:

That the Honorable City Council:
(1)

Approve

the

Consultant/Professional

Services

Provider

Agreement

with

Dokken
Engineering

in

the

amount

of

$1,626,997.00

to

develop

conceptual

designs

and
construction plans for streetscape improvements within Old Town Victorville; and (2)

Authorize

City

staff

to

seek

grant

funding

to

support

construction

of

the

Old
Town Streetscape Improvement Project.

13. Purchase of Airfield Signs from Standard Signs Inc.

Recommendation:

That

the

Southern

California

Logistics

Airport

Authority

Board

of

Directors

approve
the

purchase

of

Lumacurve

Airfield

Signs

from

Standard

Signs

Inc.,

in

the

amount
not to exceed $21,921.17.

14. Purchase of a 2024 Peterbilt Model 548 Dump Truck

Recommendation:

That

the

Southern

California

Logistics

Airport

Authority

(“SCLAA”)

Board

of
Directors

approve

the

purchase

of

a

2024

Peterbilt

Model

548

Dump

Truck

in

the
amount of $223,842.86.

15. Termination

of

Standard

Sublease

Agreement

for

Buildings

868,

868A,

869

and

835
by

and

between

the

Southern

California

Logistics

Airport

Authority

and

Overair,
Inc.

Recommendation:

That

the

Southern

California

Logistics

Airport

Authority

(“SCLAA”)

Board

of
Directors

ratify

the

termination

of

a

Standard

Sublease

Agreement

for

Buildings
868,

868A,

869

and

835

(“Agreement”),

by

and

between

the

SCLAA

and

Overair,
Inc., (“Overair”).

16. Standard

Lease

Agreement

for

Building

756

by

and

between

the

Southern

California Logistics Airport Authority and AeroPro, LLC.

Recommendation:

That

the

Southern

California

Logistics

Airport

Authority

(“SCLAA”)

Board

of
Directors:
(1) Approve entering into a Standard Lease Agreement for Building 756 (“Agreement”), by and between the SCLAA and AeroPro, LLC; and (2) Authorize the Executive Director to execute said Agreement.

17. City Manager Reports

18. Discussion and Possible Action Regarding Upcoming Agenda Items

19. Reports from Council Members

Adjournment

Item Number: 1
City Council / Board of Directors
Public Hearing(s)
Meeting of: February 4, 2025
Submitted By:

Fredy Bonilla, City Engineer

Subject:

Pressure Zone Change Project - Area 7 District – Approve Notice of Exemption and Award of Construction Contract
Recommendation:

That the Honorable Board of Directors:
(1) Open and conduct a Public Hearing, receiving testimony regarding the proposed capital improvement project (CIP);
(2) Close the Public Hearing;
(3) Find the project exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to Section 15301(b) of the CEQA guidelines and Approve the Notice of Exemption; and
(4) Award a construction contract to Hemet Manufacturing Company, Inc., DBA Genesis Construction in the amount of $2,011,621.00, for the Pressure Zone Change Project – Area 7 District Project No. CC25-027.

Fiscal Impact:

This action will result in a fiscal impact of $2,011,621. This project is funded by the Water Fund, No. 410. An additional appropriation is not required. There are sufficient funds available in the project budget to cover the planned expenses.

Budget Account Number Budget Amount
4104500-55080-74428 $4,144,072.42
Strategic Plan Goal:

This item aligns with “Goal E Invest in Infrastructure" in the City of Victorville Strategic Plan 2023-2026. The project involves reconfiguring the existing water system and transitioning the project area from Pressure Zone 3170 to Zone 3290 to address deficient pressure and inadequate fire flow in the Square Mile area. 3 9
6 1
Background:

The Victorville Water District’s residential and commercial customers in the northeast area of Balsam Road and Bear Valley Road have been experiencing low static water pressure and insufficient fire flow deficiencies. The water distribution system of the project area is currently connected to Pressure Zone 3170 and receives supplemental water from Zone 3290 through pressure-reducing valves located at the intersection of Balsam Road and Bear Valley Road. The static water pressure in this area typically ranges from 35 to 40 pounds per square inch (psi).

This project is part of the Capital Improvement Program (CIP) outlined in the City's 2021 Water Master Plan. As part of the project, the City will remove and replace the existing pressure-reducing valve station and reconfigure the distribution pipelines to convert the area from Pressure Zone 3170 to Zone 3290, delivering water at approximately 80–90 psi. Additionally, approximately 440 individual pressure regulators will be installed on all service laterals within the project area to protect the plumbing of existing homes and commercial buildings from the increased water pressure.

Discussion:

It is a routine requirement to comply with the California Environmental Quality Act (CEQA) before construction starts on a capital improvement project. A Notice of Exemption, Attachment B, describes the project activities and states that the project is categorically exempt under CEQA section 15301b because the project involves minor alteration of the existing public utility facilities with no expansion of capacity.

This project was bid using formal bidding procedures in accordance with Victorville Municipal Code §2.28.210 and the California Public Contract Code. Formal bidding procedures are used for public works contracts with an estimated cost in excess of five hundred thousand dollars. On November 13, 2024, a Notice Inviting Bids was e-mailed to potential bidders, posted on the City of Victorville website; in addition, it was also published in newspaper(s) of general circulation within the City. On December 19, 2024, five (5) bids were received.

The bid results are shown below:

Company Bid Amount
Hemet, dba Genesis Construction $2,011,621.00
TK Construction $2,600,230.00
Big Ben Construction $2,925,821.00
High Desert Underground Inc. $2,973,951.50
Mike Bubalo Construction $3,447,250.00
The Engineer’s estimate for this project ranged from $1,800,000 to $2,000,000 based on previous CIP projects with similar scopes. The Engineer’s estimate was low due to significant cost increases in construction materials and labor that has occurred in the last few years.
3 9
6 1
After a review of the bid proposals, it was determined that the lowest responsive, responsible bidder is Hemet Manufacturing Company, Inc., DBA Genesis Construction with a bid amount of $2,011,621. Therefore, staff recommends awarding a construction contract to Hemet Manufacturing Company, Inc., DBA Genesis Construction. Please refer to Attachment C, the construction contract, which includes the contract bid items and total contract amount.

Staff recommends that the Honorable Board of Directors approve the Notice of Exemption and award a construction contract to Hemet Manufacturing Company, Inc., DBA Genesis Construction, in the amount of $2,011,621.00, for Pressure Zone Change Project – Area 7 District.

Staff is available for any questions the Board may have.

Attachments: A. Location Map
B. Notice of Exemption
C. Construction Agreement

ATTACHMENT A

LINDERO ST

ATTACHMENT B

Statutory Exemptions. State code number:

_______________________________________________
Print Form
Notice of Exemption Appendix E
From: (Public Agency): ____________________________
To: Office of Planning and Research
P.O. Box 3044, Room 113 _______________________________________________Sacramento, CA 95812-3044 County Clerk
(Address)
___________________________
___________________________
County of: __________________
Project Title: ____________________________________________________________________________ Project Applicant: ________________________________________________________________________ Project Location - Specific:

Project Location - City: ______________________ Project Location - County:

Description of Nature, Purpose and Beneficiaries of Project:
_____________________
Name of Public Agency Approving Project: _____________________________________________________ Name of Person or Agency Carrying Out Proj ect: ________________________________________________ Exempt Status: (check one):

Ministerial (Sec. 21080(b)(1); 15268);
Declared Emergency (Sec. 21080(b)(3); 15269(a));
Emergency Project (Sec. 21080(b)(4); 15269(b)(c));
Reasons why project is exempt:

Lead Agency
Contact Person: ____________________________
Area Code/Telephone/Extension: _______________
If filed by applicant:

1. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project? Yes No
Signature: ____________________________ Date:

Signed by Lead Agency
Signed by Applicant
Authority cited: Sections 21083 and 21110, Public Resources Code. Date Received for filing at OPR:

Reference: Sections 21108, 21152, and 21152.1, Public Resources Code. _______________
Categorical Exemption. State type and section number: ____________________________________ ______________________________________________
______________ Title: _______________________
Revised 2011
Victorville Water District
14343 Civic Drive
Victorville,CA 92392
Pressure Zone Change Project - Area 7 District
Victorville Water District
Northeast corner of Bear Valley Road and Balsam Road
Victorville
San Bernardino
Minor alteration of existing water distribution pipes and replacement of existing pressure reducing valve station along with 440 pressure regulator installation on existing water service laterals.

Victorville Water District
Fredy A. Bonilla, City Engineer
x
Class 1 (15301-B)
This project involves minor alteration of the existing water system with no expansion of capacity.

Fredy A. Bonilla
760-955-5170

ATTACHMENT C
1 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

CONSTRUCTION CONTRACT BY AND BETWEEN

THE VICTORVILLE WATER DISTRICT AND
HEMET MANUFACTURING COMPANY, INC.

DBA GENESIS CONSTRUCTION
FOR
PRESSURE ZONE CHANGE PROJECT-AREA 7
DISTRICT PROJECT NO. CC25-027

THIS CONSTRUCTION CONTRACT (the “Contract”) dated ______________________ for reference purposes only is made and entered into by and between the Victorville Water District, a municipal corporation and charter District located in the County of San Bernardino, State of California, hereinafter referred to as the “District”, and Hemet Manufacturing Company, Inc., a California corporation, hereinafter referred to as the “Contractor”. The District and Contractor are sometimes hereinafter referred to as a “Party” and collectively referred to as the “Parties.” RECITALS:

WHEREAS, the District requires construction of Pressure Zone Change Project-Area 7, as more fully described in the solicitation documents issued by the District for Project No. CC25- 027 (the “Project”); and

WHEREAS, on November 15, 2024, the District issued a Notice Inviting Bids and solicitation documents to prospective bidders for the Project. In response, Contractor submitted a Bid which the District determined to be the lowest responsive and responsible bid; and

WHEREAS, Contractor is a duly organized Corporation in good standing in the State of California, and represents that it has the background, knowledge, experience, expertise and resources to perform the Work and other obligations encompassed by this Contract; and

WHEREAS, at its meeting held on ________________________, the District Board duly accepted Contractor’s Bid for the Project and directed that a written agreement for the Project be entered into with Contractor; and

WHEREAS, in light of the facts set forth above and the certifications made by Contractor as part of its Bid, the District desires to retain Contractor to perform the construction Work for the Project as set forth in this Contract and in the Contract Documents, as hereinafter described.

NO

W, THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS,

AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. RECITALS

The Recitals set forth above are true and correct and are hereby incorporated into this Contract by this reference, as though set forth herein.
2 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Section 2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE

a. Contract Documents. The Contract Documents consist of the following documents, all of which are either attached hereto as exhibits or are incorporated herein by this reference.

Said Contact Documents are complementary; what is called for in one is binding as if called for in all, and together constitute Contractor’s performance obligations:

(1) This Contract and its attached Exhibits, subject to the limitations in Sections 9 and 20 with respect to Exhibit “A” (Contractor’s submitted Bid Proposal as accepted by the District);
(2) Change Orders issued and approved by the District;
(3) Regulatory Permits from other agencies specified in Appendices A and B of the bid package or as may otherwise be required by law;
(4) Bid Addenda issued by the District;
(5) Notice Inviting Bids and Instructions to Bidders;
(6) Special Provisions
(7) Greenbook 2021 Edition
(8) Appendices
(9) Plans
(10) Bid Forms and attachment thereto;
(11) Faithful Performance Bond;
(12) Payment Bond.

b. Interpretation. In the event of any conflict between any of the Contract Documents, the document highest in the order of precedence (from highest to lowest), as set forth in Subsection a. above shall control.

c. Definitions. Unless specifically defined or assigned a meaning in this Contract, or the context clearly indicates otherwise, capitalized terms herein shall have the meaning assigned to them in the “Definitions” section of the Instructions to Bidders document.

Section 3. CONTRACTOR’S OBLIGATIONS

Contractor will perform all of the Work required for the Project, as specified in the Contract Documents. Contractor must provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including all necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities, unless otherwise specified in the Contract Documents. Contractor must use its best efforts to diligently prosecute and complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents, and to the satisfaction of Fredy A.

Bonilla, P.E., City Engineer, or his designee (hereinafter the “Project Manager”).

Section 4. CONTRACT PRICE; PAYMENT AND RETENTION

a. As full and complete compensation for Contractor’s timely performance and completion of the Work in strict accordance with the terms and conditions of the Contract Documents, District will pay Contractor TWO MILLION ELEVEN THOUSAND SIX HUNDRED TWENTY-ONE A ND 00/100 DOLLARS, ($ 2,011,621.00) (the “ Contract Price”) for all of Contractor’s direct and indirect costs to perform the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all overhead costs, in accordance with Contrac tor’s Bid 3 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Proposal (attached hereto as Exhibit “A” ) subject to the provisions of this Contract and the Contract Documents.

b. Procedures relating to payment and retention are set forth in the Special Provisions.

Section 5. CONTRACT TIME; NOTICE TO PROCEED

a. Contract Time. The Work under this Agreement shall be diligently prosecuted to completion before expiration of SEVENTY (70) WORKING DAYS, commencing within FIFTEEN (15) calendar days after the issuance of the Notice to Proceed. The District will not issue a Notice to Proceed to the Contractor until this Contract, including bonds and insurance documents, have been executed and/or approved by the District.

b. Notice to Proceed. No work, service, material, or equipment shall be performed or furnished under this Contract unless and until a Notice to Proceed has been given to the Contractor by the District. Contractor shall commence Work pursuant to the Contract Documents and as directed by the District in the Notice to Proceed, and diligently execute the same to completion within the Contract Time.

Section 6. DISPUTE RESOLUTION AND CLAIMS PROCEDURES

a. Public Contract Code Section 9204. For purposes of any Public Works Claims filed by a Contractor or Subcontractor (as those terms are defined in Public Contract Code Section 9204) under this Contract, the claims procedures in Public Contract Code Section 9204 (“Section 9204”) and the provisions of this Section shall apply. Public Contract Code Section 9204 is set forth in full in Section 2-10 of the Special Provisions.

(1) In the event of a Section 9204 Public Works Claim, Contractor may not stop working pending resolution of the dispute but must continue to comply with its duty to diligently prosecute the performance and timely completion of the Work during the Section 9204 process.

(2) Any Public Works Claims not resolved by the Section 9204 procedures (and/or any tort claims) shall be subject to Section 2.24.020 of the Victorville Municipal Code (“VMC”) and the provisions of the Government Claims Act ( Government Code section 810 et seq.).

b. For disputes or claims that do not constitute Public Works Claims, District and Contractor agree to comply with the following process:

(1) Each Party shall designate a senior management or executive level representative to negotiate any dispute.

(2) The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

(3) If the issue remains unresolved after ten (10) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by negotiation between the legal counsel for each Party. If the above process fails, the Parties may mutually agree 4 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

to engage in non- binding mediation or arbitration in which the Parties equally share the costs of any mediator or arbitrator, or may proceed with suit or other remedies, subject to the provisions of subparagraph (5) of this Subsection and other applicable provisions and laws.

(4) The alternative dispute resolution process set forth herein is a material condition to Contract and must be exhausted as an administrative remedy prior to either Party initiating legal action.

(5) Compliance with VMC Section 2.24.020 and the provisions of the Government Claims Act (Government Code section 810 et seq. ) is also required prior to initiating suit again the District.

Section 7. TERMINATION OF AGREEMENT FOR CONVENIENCE

a. The District may, by providing thirty (30) days' advance written notice to Contractor, terminate this Agreement in whole or in part, whenever the District shall determine that such termination is in the best interests of the District, or when it becomes impracticable or impossible to proceed, or because of conditions or events beyond the control of the District. Any such termination shall be effected by delivery to Contractor of a Notice of Termination for Convenience, specifying the extent to which performance of Work under this Agreement is terminated, and the date upon which such termination becomes effective. Upon such termination, the obligations of the Contractor for portions of the Work already performed shall continue.

b. Upon receipt of a Notice of Termination for Convenience, the Contractor shall, unless the notice directs otherwise, do the following:

(1) Immediately discontinue the Work to the extent specified in the notice. (2) Place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary to complete such portion(s) of the Work that are not to be discontinued.
(3) Promptly cancel, on the most favorable terms reasonably possible, all subcontracts to the extent that they relate to the performance of the discontinued portion of the Work. (4) Thereafter do only such Work as may be necessary to preserve and protect the Work already in progress and to protect materials, plants, and equipment on the Project site or in transit thereto.

c. Upon such termination, the Contractor will be paid without duplication for:

(1) Work completed in accordance with the Contract Documents prior to the effective date of the Notice of Termination for Convenience;
(2) Reasonable costs incurred in settlement of terminated contracts with Subcontractors, suppliers and others; and
(3) Reasonable expenses directly attributable to termination.

The Contractor shall submit a final termination settlement proposal to the District no later than ninety (90) days from the effective date of termination, unless extended in writing by the District, upon written request by the Contractor. If the Contractor fails to submit a proposal, the District may determine the amount, if any, due the Contractor as a result of the termination. The District will pay the Contractor the amount it determines is reasonable. If the Contractor disagrees with the amount determined by the District as being reasonable, the Contractor shall provide notice to the District 5 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

within thirty (30) Days of receipt of payment. Any amount due shall be subject to the dispute resolution provisions set forth in the Contract Documents.

d. Contractor shall include provisions in all of its subcontracts, purchase orders, and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor under this Section 7.

Section 8. TERMINATION FOR CONTRACTOR’S DEFAULT

a. Default. The District may terminate this Contract for Contractor’s default as set forth in this Section. The District will consider the Con tractor in default of this Contract if, prior to the District’s acceptance of the Work, the Contractor:

(1) becomes insolvent, assigns its assets for the benefit of its creditors, is unable to pay its debts as they become due, or is otherwise financially unable to complete the Work; (2) abandons the Work by failing to report to the Work site and diligently prosecute the Work to completion;
(3) disregards written instructions from the District or materially violates provisions of the Contract Documents;
(4) fails to prosecute the Work according to the schedule approved by the Engineer, (5) disregards laws or regulations of any public body having jurisdiction, or (6) commits continuous or repeated violations of regulatory or statutory safety requirements.

Notices, and other written communications regarding default between the Contractor, the District, and the Surety shall be transmitted in accordance with Section 21 of this Contract.

b. Notice and Opportunity to Cure. The District will issue a written notice to cure the default to the Contractor and its Surety. The Contractor shall commence satisfactory corrective actions within five (5) Working Days after receipt. If the Contractor fails to commence satisfactory corrective action within five (5) Working Days after receipt of the notice to cure, or to diligently continue satisfactory and timely correction of the default thereafter, the District will consider the Contractor in default of the Contract and:

(1) will terminate the Contractor’s right to perform under the Contract by issuing a written notice of termination for default to the Contractor and its Surety; (2) may use any materials, equipment, tools or other facilities furnished by the Contractor to secure and maintain the Work site, and
(3) may furnish labor, equipment, and materials the District deems necessary to secure and maintain the Job Site;

c. Remedies Cumulative. The provisions of this Section shall be in addition to all other legal rights and remedies available to the District. Termination of this Contract will not relieve the Surety of its obligation for any just claims arising out of the Work performed.

Section 9. PREVAILING WAGE

a. Compliance with State Prevailing Wage Requirements. Pursuant to Labor Code Section 1773, the District has obtained the prevailing rate of per diem wages and the prevailing wage rate for holiday and overtime work applicable in San Bernardino County, California from the 6 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Director of the Department of Industrial Relations (DIR) for each craft, classification, or type of worker needed to perform the Work required under this Contract. A copy of these prevailing wage rates are on file at the District’s Finance Department/Purchasing Division and shal l be made available for review to any interested party on request. In addition, a copy of the prevailing rate of per diem wages may be obtained via the internet at: http://www.dir.ca.gov/DLSR/PWD .

Contractor and all Subcontractors shall pay not less than said specified State of California rates to all workers employed by them in the execution of the Work contemplated by this Contract, including workers performing Work covered by under Labor Code Sections 1720 and 1720.9.

Contractor shall be responsible for using the correct and current prevailing wage rates. Contractor shall be solely responsible for using the correct wage decision or determination and performing accordingly. An error on the part of any awarding body does not relieve the Contractor from the responsibility for payment of the correct prevailing wage.

b. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms of this Section 9 and the provisions of Exhibit “A”, the terms of this Section 9 shall control and nothing herein shall be considered as an acceptance of the terms of Contractor’s Submitted Bid Proposal conflicting with the requirements of this Section 9.

c. Payroll Records. Contractor must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq . (hereinafter the “Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR.

(1) Contractor and Subcontractor Obligations. Contractor and each Subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

(a) The information contained in the payroll record is true and correct; and

(b) Contractor or the Subcontractor has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any Work performed by its employees on the Project.

(2) Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to District, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.

(3) Enforcement. Upon notice of noncompliance with Labor Code § 1776, Contractor or Subcontractor has ten days in which to comply with the requirements of this section. If Contractor or Subcontractor fails to do so within the ten- day period, Contractor or Subcontractor will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Contractor. 7 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

d. Apprentices. Contractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.

e. Notices. Pursuant to Labor Code section 1771.4, Contractor is required to post all Job Site notices, including prevailing wage rates and other notices as required by regulation.

f. Other Labor Requirements. Contractor has the responsibility for and shall comply with all other requirements of California Labor Code Section 1720 et seq., the Regulations, and all other applicable State labor laws. Contractor further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Contractor will require the same of all its Subcontractors.

g. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced as follows:

(1) Pursuant to Labor Code section 1775, the Contractor and any Subcontractor under it shall forfeit as a penalty to the District not more than Two Hundred Dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under this Contract by it or by any Subcontractor under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Contractor.

(2) The Contractor or Subcontractor shall, as a penalty to the District, forfeit twenty - five dollars ($25) for each worker employed in the execution of this Contract by the respective contractor or Subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this subsection. In awarding any contract for public work, Contractor must forfeit to District Twenty-five Dollars ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.

h. DIR Monitoring. Pursuant to Labor Code § 1771.4, the Contract for this Project is subject to compliance monitoring and enforcement by the DIR.

i. DIR Registration . Pursuant to Labor Code sections 1725.5 and 1771.1, the Contractor and its Subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Contract, Contractor represents that it is aware of the registration requirement and is currently registered with the DIR. Contractor shall maintain a current registration for the duration of the Project. Contractor shall further include the requirements of Labor Code sections 1725.5 and 1771.1 in any subcontract and ensure that all Subcontractors are registered at the time this Contract is entered into and maintain registration for the duration of the Project.

8 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Section 10. LIQUIDATED DAMAGES

If Contractor fails to complete the Work within the Contract Time, District will assess liquidated damages in the amount of Two Thousand Dollars ($2.000.00) per day for each day of unexcused delay in completion, and such liquidated damages may be deducted from District’s payments due or to become due to Contractor under this Contract.

Section 11. COMPLIANCE WITH LAWS

Contractor shall comply with all Laws applicable to the performance of the Work required by the Contract Documents, including any rule, regulation, or bylaw governing the conduct or performance of Contractor, its employees, officers, board members, agents, independent contractors, and Subcontractors. Unless otherwise specified in the Contract Documents, all required permits and licenses, including a District business license, shall be held or obtained by the Contractor at its sole expense and prior to commencing any Work hereunder.

Section 12. WORKERS’ COMPENSATION CERTIFICATION

Pursuant to Labor Code § 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Labor Code § 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.”

Section 13. INSURANCE

a. Contractor shall procure and maintain at its own expense at all times during the period covered by this Contract (and through the one- year guarantee period following the date of District’s acceptance of the Project) the following policies of insurance:

(1) Commercial General Liability (“CGL”) Insurance: Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence resulting from the acts or omissions of the Contractor or its officers, employees, servants, volunteers, and agents, and independent contractors. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

(2) Commercial Vehicle Liability Insurance: Covering person injury and property damage, of not less than Five Million Dollars ($5,000,000) combined single limit, covering any vehicle utilized by Contractor or its officers, employees, servants, volunteers, or agents and independent contractors in performing the Work required by this Contract..

(3) Workers’ Compensation Insurance : Providing coverage as required by the California State Workers’ Compensation Law and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. If any class of employees employed by Contractor is not protected by the California State Workers’ Compensation Law, Contractor shall provide adequate insurance for the protection of such employees to the satisfaction of the District.
9 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

(4) Course of Construction, Builders’ Risk, or Inland Marine Insurance for Work on Site: Issued on an occurrence basis, for all -risk or “all perils” coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of District, that offers “Installation” coverage for all materials, supplies, equipment, and property obtained by, or for Contractor, which is to become part of the Work while such equipment and property is stored at the jobsite, at temporary locations, or while in transit to the Project from such temporary locations. Contractor shall also be responsible for ins uring its owned, leased/rented, or borrowed equipment.

(a) City of Victorville and Victorville Water District shall be named as a Loss Payee as their interest may appear

(b) If the Project does not involve new or major reconstruction, at the option of the Distri ct, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery, and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, i nstallation, and testing at the Project/Work site.

b. Additional Insurance Requirements. With respect to the policies of insurance set forth above, compliance with the following is also required:

(1) Additional Insureds. Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers' Compensation coverage, shall bear an endorsement whereby it is provided that, the City of Victorville, Victorville Water District and its elected or appointed officials, officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the District Attorney, are named as Additional Insureds. The coverage shall contain no special limitations on the scope of protection afforded to the City of Victorville and Victorville Water District, its officers, officials, employees, agents, or volunteers.

(2) Waiver of Subrogation Rights. Contractor shall require the carriers of all required insurance policies to waive all rights of subrogation against the City, District and its elected or appointed officers, officials, volunteers, employees, contractors, and subcontractors.

Each policy of insurance shall be endorsed to reflect such waiver.

(3) Sufficiency of Insurers. Contractor must secure all policies of insurance required by this Contract from a good and responsible company or companies authorized to do insurance business in the State of California, with an AM Best’s rating of not less than A;VII.

(4) Proof of Insurance Coverage Required Prior to Commencement of Work. W ithin ten (10) days of the date Contractor receives this Contract from the District for execution (following award of same by the District Board), certificates of insurance evidencing the policies of insurance, coverages, and endorsements required by this Contract and satisfactory to and approved by the District shall be furnished by Contractor to the District’s 10 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Risk Manager. In no event shall any Work on the Project be permitted to commence until adequate proof of insurance and endorsements have been so furnished.

(5) Special Provisions. Any additional insurance requirements set forth in Section 5- 4 of the Special Provisions shall also apply to this Contract.

(6) Other Required Endorsements.
(a) The policies shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the District shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.

(b) The CGL and vehicle liability policies shall be endorsed as Primary and Non-contributory.

c. Subcontractors. Contractor must ensure that each Subcontractor is required to obtain and maintain the same insurance coverage required under this Section 13 with respect to its performance of Work on the Project, including those requirements related to the Additional Insureds and waiver of subrogation. Contractor must confirm that each Subcontractor has complied with these insurance requirements before the Subcontractor is permitted to begin Work on the Project. Upon request by the District, Contractor must provide certificates and endorsements submitted by each Subcontractor to prove compliance with this requirement. The insurance requirements for Subcontractors do not replace or limit the Contractor’s insurance obligations.

Section 14. Reserved.

Section 15. TIME OF THE ESSENCE

Time is of the essence in the performance of this Contract.

Section 16. INDEMNIFICATION

a. Notwithstanding the limits of any insurance and to the fullest extent permitted by law, Contractor shall indemnify the District, its elected or appointed officials, officers, agents, volunteers and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter " Claims or Liabilities ") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the Work, operations, or activities of Contractor, its agents, employees, Subcontractors, or invitees on the Project, or arising or alleged to arise from the acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Contract, but excluding such Claims or Liabilities or portion of such Claims or Liabilities arising or alleged to arise from the active negligence, sole negligence, or willful misconduct of the District, its elected or appointed officials, officers, agents, volunteers, or employees, and in connection therewith:

(1) Contractor will defend any action or actions filed in connection with any of said Claims or Liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
11 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

(2) Contractor will promptly pay any judgment rendered against the District, its elected or appointed officials, officers, agents, volunteers, or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', Subcontractors' or invitees') performance of or failure to perform such Work, operations or activities hereunder; and Contractor agrees to save and hold the District, its elected or appointed officials, officers, agents, volunteers and employees harmless therefrom;

(3) In the event the District, its elected or appointed officials, officers, agents, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perfor m the Work, operation, or activities of Contractor hereunder, Contractor shall pay to the District, its elected or appointed officials, officers, agents ,volunteers, or employees, any and all costs and expenses incurred by the District, its elected or appointed officers, officials, agents, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel acceptable to District;

(4) Contractor's duty to defend, indemnify, and hold harmless as set out in this Section shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of, or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to, the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter - Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

b. District will timely notify Contractor upon receipt of any third-party claim relating to the Contract, as required by Public Contract Code § 9201. The Contractor's indemnification and defense obligations pursuant to this Section shall survive the termination of this Contract.

Contractor shall require the same indemnification from all Subcontractors.

Section 17. REPORTS; BOOKS AND RECORDS; AUDIT

a. Upon request by the Project Manager Contractor shall prepare and submit reports concerning Contractor's performance of the Work required by this Contract.

b. Contractor shall keep such books and records as shall be necessary to perform the work required by this Contract and enable the Project Manager to evaluate the cost and the performance of such Work.

c. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The Project Manager shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 12 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

d. Records and supporting documents pertaining to the use of funds paid to Contractor hereunder shall be retained by Contractor and made available to the Project Manager for purposes of performing an audit for a period of five (5) years from the date of termination of this Contract.

Section 18. MODIFICATIONS AND AMENDMENTS

This Contract may be modified or amended only by written Change Orders as specified in the Contract Documents or a written instrument signed by both Parties.

Section 19. ENTIRE AGREEMENT

a. This Contract supersedes any and all prior or contemporaneous agreements, either oral or written, between the District and Contractor with respect to the subject matter of this Contract.

b. The Contract Documents contain all of the covenants and agreements between the Parties with respect to the subject matter herein, and each Party acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Contract and the Contract Documents incorporated herein.

c. No agreement, statement, or promise with respect to the subject matter of the Contract Documents, which is not contained in the Contract Documents, or in a valid modification or amendment to the Contract Documents, shall be valid or binding on either Party.

Section 20. AMBIGUITIES

This Contract is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Contract. Notwithstanding the foregoing, the Parties agree that Exhibit “A” is attached hereto for reference purposes, and to the extent there are any ambiguities, inconsistencies, or conflicts between the terms of this Contract and Exhibit “A”, the terms of this Contract shall control and nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this Contract.

Section 21. NOTICES

a. Any notice to be provided pursuant to this Contract shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

To District: Fredy Bonilla, City Engineer
Engineering Department
14343 Civic Drive
Victorville, CA 92392

13 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

To Contractor: Candace D. Perry, President
Hemet Manufacturing Company, Inc. dba
Genesis Construction
P.O. Box 5399
Hemet, CA 92543

To Surety: _______________________________
_______________________________
_______________________________
_______________________________
_______________________________

b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

c. Either Party, or the surety, may change its address by giving notice in writing to all other parties listed above, and thereafter notices shall be addressed and transmitted to such new address.

Section 22. NON-LIABILITY OF DISTRICT OFFICERS AND EMPLOYEES

No officer or employee of the District shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by the District or for any amount, which may become due to Contractor or to its successor(s), or for any breach of any obligation of the terms of this Contract.

Section 23. REVIEW BY ATTORNEYS

Each Party hereto has had its attorneys review this Contract and all related documents. Each Party hereto has consulted with its attorneys and has negotiated the terms of this Contract based on such consultation.

Section 24. BONDS

Concurrently with the execution of this Contract by the Contractor, and before the commencement of any Work, Contractor shall furnish to the District a Faithful Performance Bond, and a Payment (Labor and Materials Bond) each in an amount equal to one hundred percent (100%) of the Contract Price written on the forms included in the Contract Documents. These bonds must remain in force until the later of (1) the expiration of the one- year guarantee period; or (2) on one year from the date of completion of the corrective Work. Such bonds must be issued by a responsible corporate Surety, licensed and authorized to issue such bonds in the State of California with an AM Best’s Rating of at least A: VII.

Section 25. CARE OF WORK

Contractor must adopt reasonable methods during the life of the Contract to furnish continuous protection to the Work, and the equipment, materials, papers, documents, plans, studies, and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the Work by the District, except those losses or damages as may be caused by the District’s own negligence. The performance of the Work by Contractor or the payment of money by the District shall not relieve Contractor from any obligation to correct any 14 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

incomplete, inaccurate, or defective Work (including the obligation to remedy any defective Work or materials during the one- year guarantee period after the District’s acceptance thereof) at no further cost to the District.

Section 26. CAPTIONS AND HEADINGS

The captions and headings contained in this Contract are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 27. OWNERSHIP OF DOCUMENTS

No portion of the Contract Documents may be used for any purpose other than construction of the Project, without prior written consent from District. Contractor is deemed to have conveyed the copyright in any designs, drawings, specifications, Shop Drawings, or other documents (in paper or electronic form) developed by Contractor for the Project, and District will retain all rights to such works, including the right to possession.

Section 28. SUCCESSORS, HEIRS, AND ASSIGNS

Except as otherwise expressly provided herein, this Contract shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties. This Contract may not be assigned or transferred by Contractor without the concurrence of the surety and express written consent of the District.

Section 29. GENDER; PLURAL

In this Contract, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

Section 30. SEVERABILITY

If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Contract and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

Section 31. GOVERNING LAW

The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the Parties under this Contract, shall be construed pursuant to and in accordance with California law.

Section 32. CUMULATIVE REMEDIES

Except with respect to rights and remedies expressly declared to be exclusive in this Contract, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

15 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Section 33. VENUE

All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Contract and all proceedings involving any enforcement action related to this Contract shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.

Section 34. EFFECTIVENESS OF CONTRACT

This Contract shall not be binding upon the District until signed by the authorized representative(s) of Contractor, approved by the District’s Risk Manager, and executed by the authorized District personnel or the Mayor.

Section 35. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING

CONTRACT

Each of the Parties to this Contract hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Contract a binding obligation of each of the Parties hereto. The persons executing this Contract warrant that they are duly authorized to execute this Contract on behalf of and bind the Parties each purports to represent.

Section 36. WAIVER

No delay or omission in the exercise of any right or remedy by a non- defaulting Party on any default under this Contract shall impair such right or remedy or be construed as a waiver. A Party's consent to or approval of any act by the other Party requiring the Party's consent or approval shall not be deemed to waive or render unnecessary the other Party's consent to or approval of any subsequent act. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Contract.

Section 37. INDEPENDENT CONTRACTOR STATUS

Contractor is an independent contractor. All persons working for or under the di rection of the Contractor are the Contractor's employees, agents, or subcontractors, and they shall not be deemed agents, servants, or employees of the District.

Section 38. COUNTERPARTS

This Contract may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Contract.

Section 39. PROVISIONS REQUIRED BY LAW DEEMED INSERTED

Each and every provision of law and clause required by Law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not currently inserted, then upon application of either Party the Contract shall forthwith be physically amended to make such insertion or correction.

16 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

Section 40. ATTORNEY'S FEES

If either Party commences an action against the other Party, either legal, administrative, or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action.

Section 41. CARB COMPLIANCE OBLIGATIONS

a. CARB Regulations. Service Provider is aware of the California Air Resources Board (“CARB”) regulations mandating various emission reduction requirements. Service Provider agrees to comply with all applicable CARB regulations (Title 13, Division 3 of the California Code of Regulations (“CCR”)) prior to commencing any work hereunder and maintain compliance throughout the duration of this Agreement.

(1) Vehicles with a Gross Vehicle Weight Rating (GVWR) greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to CARB’s Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets (ACF) webpage at
https://ww2.arb.ca.gov/our-
work/programs/advanced-clean-fleets.

(2) Effective January 1, 2024, CARB implemented amendments to the In -Use Off- Road Diesel- Fueled Fleets Regulation (13 CCR Section 2449 et seq., the “Off- Road Regulation”) which apply broadly to all self -propelled off road diesel vehicles 25 horsepower or greater and other forms of equipment used in California (including any vehicles or equipment that is rented or leased). The Off -Road Regulation is available at:
https://ww2.arb.ca.gov/sites/default/files/barcu/regact/2022/off-roaddiesel/appa-1.pdf .

b. Service Provider must comply with all CARB regulations and requirements, including without limitation, all applicable sections of the Off-Road Regulation (as codified in 13 CCR Section 2449 et seq.) throughout the term of the Project and this Agreement. S ervice Provider shall be solely liable for all costs associated with complying with the regulations, as well as for any and all penalties, fines, damages, or costs associated with violations or failures to comply with the regulations. Service Provider shall defend, indemnify, and hold harmless the City of Victorville, its elected and appointed officials, officers, agents, and employees from and against any and all claims, liabilities, costs, penalties, interest or other damages arising out of Service Provider’s failure or alleged failure to comply with CARB regulations.

(END OF THIS PAGE – SIGNATURE PAGE FOLLOWS)

17 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be executed as of the dates written below.

VICTORVILLE WATER DISTRICT HEMET MANUFACTURING COMPANY, INC.

DBA GENESIS CONSTRUCTION

By: _________________________________ By:

Elizabeth Becerra, Candace D. Perry,
District Chairman President

Dated: Dated:

ATTEST

By:

Jennifer Thompson,
District Secretary

Dated:

By:

Sandra Bostick, District Risk Manager

Dated:

APPROVED AS TO STANDARD FORM

By:

Andre de Bortnowsky,
District Legal Counsel

Dated:

18 |Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25- 027

EXHIBIT A

CONTRACTOR'S BID PROPOSAL

See Attachment

EXHIBIT A
19/Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25-027

EXHIBIT A
20/Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25-027

EXHIBIT A
21/Construction Agreement/Hemet Manufacturing Company, Inc. dba Genesis Construction/Project CC25-027

Item Number: 2
City Council / Commissioners / Successor Agency
Public Hearing(s)
Meeting of: February 4, 2025
Submitted By:

Keith C. Metzler, City Manager / Executive Director
Tony Camargo, Deputy City Manager
Jenele Davidson, Deputy City Manager
Carmen Cun, Finance Director / City Treasurer
Subject:

Consideration of Southern California Logistics Airport Authority Tax Allocation Refunding Bonds and Other Related Actions
Recommendation:

That the Honorable City Council, the Southern California Logistics Airport Authority (“SCLAA”) Commission, and the City Council sitting as the Governing Board of the Successor Agency to the Victorville Redevelopment Agency (“Successor Agency”):
(1) Hold a public hearing regarding the proposed issuance by SCLAA of tax allocation refunding bonds in an amount of not to exceed $105 million to refinance certain public capital improvements;
(2) Approve Resolution No. 25-009 approving the issuance and sale of not to exceed $105 million aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Refunding Bonds, pledging the City’s share of tax increment revenues thereto, and making certain findings in connection therewith; (3) Adopt Resolution No. SCLAA-25-002 authorizing the issuance and sale of tax allocation refunding bonds in an amount of not to exceed $105 million, and approving the form of an Indenture of Trust, a Form of Escrow Agreement, a Form of Bond Purchase Agreement, and authorizing certain other actions in connection therewith; and
(4) Adopt Resolution No. R-SA-25-001 approving, ratifying, and consenting to the addition of the Victorville Water District as a member of the Southern California Logistics Airport Authority.

Fiscal Impact:

Raymond James & Associates, Inc., the Underwriter, has provided estimates regarding certain financial aspects of the proposed refinancing of certain series of SCLAA tax 3 9
7 3
allocation bonds. These estimates have been reviewed by Urban Futures, Inc., the Municipal Advisor, and will be provided to the Victor Valley Economic Development Authority (“VVEDA”) and San Bernardino Countywide Oversight Board (“Oversight Board”). As reflected in the Municipal Advisor Report (Attachment C), based on market conditions as of January 6, 2025, it is anticipated that issuance of the 2025 Tax Allocation Refunding Bonds (“2025 Bonds”) will comply with the Savings Parameters (as defined in the Municipal Advisor Report) and will generate approximately $24.1 million in debt service savings over the life of the indebtedness and $6.7 million in net present value savings, or 6.8% of refunded par. Final savings achieved will not be determined until the sale of the 2025 Bonds. Since debt service payments are expected to be reduced, various taxing entities are anticipated to receive additional revenues as residual Redevelopment Property Tax Trust Fund moneys. The City’s General Fund residual share of the total estimated debt service savings is approximately $2.8 million through 2043.

Pursuant to Government Code Section 5852.1, the following good faith estimates* must be disclosed at a public meeting before the Commission’s authorization of the 2025 Bonds:

Information to be disclosed per Government Code Section 5852.1: 2025 Bonds
Principal amount of the 2025 Bonds $86,420,000
True interest cost of the 2025 Bonds (the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of the Bonds)

4.04%
Finance charge of the 2025 Bonds (the sum of fees and charges paid to third parties, including bond insurer and surety provider):
$3,425,698
Amount of proceeds received by the public body from the 2025 Bonds, less the finance charge of the 2025 Bonds and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds
$89,827,381
The total payment amount (the sum total of all debt service payments on the 2025 Bonds, plus the finance charge of the 2025 Bonds not paid from bond proceeds)
$130,037,206
* These are good faith estimates only and are based on market conditions as of January 6, 2025.

Final results will likely differ based on market conditions as of the actual sale date and other factors. These good faith estimates assume successful procurement of a surety policy for the Debt Service Reserve Fund and other key assumptions. The not to exceed amount of $105 million in the Resolutions provides cushion in case these key assumptions are not realized. Only the amount of 3 9
7 3
principal required to refund the Refunded Bonds and to pay for the finance charge of the 2025 Bonds will be issued.

Strategic Plan Goal:

The City of Victorville Strategic Plan 2023-2026 identifies multi-year strategic goals and various strategies to work toward achieving these goals. Goal A, Financial Sustainability, aims to foster fiscal health through disciplined long-term planning, cost control, increased revenues, and cost recovery. The 2025 Bonds are expected to yield significant debt service savings which is anticipated to result in higher future property tax distributions to the taxing entities, including the City.

Background:

The Victor Valley Economic Development Authority (“VVEDA”) is a joint exercise of powers authority formed by the County of San Bernardino, City of Hesperia, City of Victorville, City of Adelanto, and Town of Apple Valley (the “VVEDA Members”). VVEDA was authorized by Health and Safety Code Section 33492.40 to exercise the powers of a redevelopment agency with respect to the VVEDA Project Area. VVEDA is also authorized to issue refunding tax allocation bonds and other indebtedness for economic savings within the parameters set forth in Section 34177.5(a)(1) of the California Health and Safety Code. The VVEDA Project Area includes the former George Air Force Base parcels (“SCLA parcels”), which now make up the Southern California Logistics Airport (the “Airport”), and parcels “in proximity” to the SCLA parcels. These VVEDA Project Area parcels that are “in proximity” (i.e., exclusive of the SCLA parcels) are located within the various VVEDA Member jurisdictional boundaries (“VVEDA Member Agency Parcels”).

SCLAA is a joint powers authority authorized to exercise its powers, including the power to issue bonds and incur other indebtedness for any of its corporate purposes. In accordance with the terms of the VVEDA JPA, VVEDA delegated its decision-making authority with respect to the Airport to SCLAA, including the authority to issue bonds secured by tax increment revenues to finance and refinance redevelopment activities at the Airport. SCLAA was originally formed by agreement of the City and the former Victorville Redevelopment Agency; when the Victorville Redevelopment Agency was dissolved by statute in February 2012, the City and the Victorville Water District entered into an agreement to add the Victorville Water District as a member of SCLAA (the “SCLAA JPA Amendment”). Pursuant to the terms of the Joint Exercise of Powers Agreement creating SCLAA, the Successor Agency to the Victorville Redevelopment Agency now proposes to approve, ratify and consent to the SCLAA JPA Amendment by adoption of Successor Agency Resolution No. R-SA-25-001 (Attachment G).

SCLAA previously issued the following series of tax allocation bonds with respect to the Southern California Logistics Airport Project: (i) Tax Allocation Parity Bonds, Series 2005A; (ii) Housing Set-Aside Revenue Bonds, Refunding Series 2006; (iii) Tax Allocation Revenue Parity Bonds, Refunding Series 2006; (iv) Subordinate Tax Allocation Revenue Bonds, Series 2007; and (v) Subordinate Tax Allocation Revenue Bonds, Series 2008A (collectively, the “Refunded Bonds”). SCLAA will issue the 2025 Bonds to refinance the Refunded Bonds. The financing goal is to maximize economic savings by reducing total 3 9
7 3
debt service, and the savings generated from this refunding are anticipated to result in higher future property tax distributions to the taxing entities, including the City.

The following SCLAA prior obligations (the “Senior Bonds”) that have make-whole calls will remain outstanding and will have a senior lien on tax increment revenues generated in the VVEDA Project Area (after payment of County administrative costs, pass-through obligations, and certain other obligations of VVEDA): (i) Tax Allocation Revenue Parity Bonds, Taxable Series 2006; (ii) Tax Allocation Revenue Parity Bonds, Taxable Forward Series 2006; (iii) Taxable Subordinate Tax Allocation Revenue Bonds, Series 2006; (iv) Taxable Housing Set-Aside Revenue Parity Bonds, Series 2007; (v) Subordinate Tax Allocation Revenue Bonds Series 2008A Capital Appreciation Bonds.

The 2025 Bonds will be secured by tax increment revenues generated in the VVEDA Project Area on a subordinate basis to the Senior Bonds. To the extent required to pay its tax allocation bond debt service, SCLAA is entitled to 100% of the tax increment from the SCLA parcels. Tax increment generated within the VVEDA Member Agency Parcels are shared between SCLAA and the applicable Member Agencies (i.e., tax increment generated from VVEDA Member Agency Parcels located within the City of Victorville is shared between SCLAA and Victorville—same is true for unincorporated County territory, Town of Apple Valley, City of Hesperia, and City of Adelanto). The City of Victorville has pledged its share of tax increment revenues generated in the VVEDA Project Area within the City’s boundaries to the SCLAA Refunded Bonds and Senior Bonds; and, as part of the City’s Resolution No. 25-009 (Attachment A), will continue to pledge its share of tax increment revenues to the 2025 Bonds, on a subordinate basis to the Senior Bonds.

Public Hearing:

The 2025 Bonds are proposed to be issued by SCLAA pursuant to the Marks-Roos Local Bond Pooling Act of 1985 (the “Marks-Roos Act”). Prior to the SCLAA Commission’s action to authorize issuance of the 2025 Bonds, the Marks-Roos Act requires the City to (1) hold a public hearing regarding the proposed issuance of the 2025 Bonds to consider public testimony concerning the sale and delivery of the 2025 Bonds; and (2) adopt a Resolution approving the issuance of the 2025 Bonds and finding that issuance of the 2025 Bonds will have a significant public benefit. The City is anticipated to hold the required public hearing and consider the required resolution this evening, prior to SCLAA’s consideration of its Resolution.

Discussion:

It is anticipated that SCLAA will issue approximately $86.42 million 2025 Bonds to refinance the Refunded Bonds and to pay for Costs of Issuance, including bond insurance and a surety policy for the Debt Service Reserve Fund. Based on the current interest rate environment and other reasonable assumptions, SCLAA is able to achieve savings by refunding the Refunded Bonds. Issuing the 2025 Bonds to refinance the outstanding principal of the Refunded Bonds is expected to generate estimated gross debt service savings of approximately $24.1 million, and net present value savings of approximately $6.7 million (or 6.8% of the refunded bond amount). The City’s 3 9
7 3
General Fund residual share of the total estimated debt service savings is approximately $2.8 million through 2043.

The 2025 Bonds will be issued with fixed interest rates and will have a final maturity of December 1, 2043, amortizing in the same years as the Refunded Bonds. The true interest cost for the 2025 Bonds is estimated to be approximately 4.04% in the current market.

The City Resolution No. 25-009 approves the issuance of the 2025 Bonds, confirms that the City will continue to pledge its share of tax increment revenues generated in the VVEDA Project Area to the 2025 Bonds, on a subordinate basis to the Senior Bonds, and directs VVEDA to transfer the City’s share of tax increment revenues directly to SCLAA to the extent needed to pay debt service on the Senior Bonds, to pay debt service on the 2025 Bonds, and to make any other payments required in the indentures. The City Resolution No. 25-009 also makes a finding that there are significant public benefits to the citizens of the City through the issuance of the 2025 Bonds as it will result in demonstrable savings in effective interest rate to the City and provide a more efficient delivery of public services to the community.

The SCLAA Resolution No. SCLAA-25-002 (Attachment B) approves the issuance of the 2025 Bonds, adopts the City’s Debt Management Policy (Council Policy CP-18-06, last revised February 19, 2019), and appoints and retains the financing team, which includes Urban Futures, Inc. as Municipal Advisor; Stradling Yocca Carlson & Rauth as Bond and Disclosure Counsel; The Bank of New York Mellon Trust Company, N.A., as Trustee and Escrow Agent; and Raymond James & Associates, Inc., as Underwriter. The City has also retained the services of Harris and Associates to prepare an independent forecast in the form of a Fiscal Consultant’s Report of projected tax revenues that would be available to the SCLAA for the 2025 Bonds. A preliminary estimate of costs of issuance, including underwriter’s discount but excluding bond insurance and reserve policy premiums, is approximately $696,500. Other than the rating agency’s fee and the Fiscal Consultant’s fee, costs of issuance are contingent on the bond sale and would be paid from 2025 Bond proceeds. Further, the debt service savings analysis takes the estimated costs of issuance into account. The SCLAA Resolution No. SCLAA-25-002 also approves all documents and actions needed to authorize the issuance and sale of the 2025 Bonds, including the following substantially final form financing documents together with any changes or additions deemed advisable and approved by an Authorized Officer:
•Indenture of Trust (Attachment D) between SCLAA and the Trustee, which sets forth the material terms and provisions relating to the 2025 Bonds and whereby the Trustee agrees to certain rights and duties related to the 2025 Bonds. •Escrow Agreement (Attachment E) between SCLAA and the Escrow Agent containing terms by which the Escrow Agent will hold the 2025 Bond proceeds on behalf of the owners of the Refunded Bonds to pay and discharge these Bonds on the redemption date and give proper notice to the owners. 3 9
7 3
•Bond Purchase Agreement (Attachment F) between SCLAA and the Underwriter, pursuant to terms and provisions of which the 2025 Bonds will be sold with a negotiated method of sale, such terms and provisions including an underwriter’s discount not to exceed 0.45% of the principal amount of the 2025 Bonds.

Additionally, the financing team is investigating whether the cash-funded debt service reserve funds of certain outstanding Senior Bonds can be replaced with surety policies, applying the released cash reserve funds to defease Refunded Bonds, thus lowering the principal amount of the 2025 Bonds and increasing the overall cash flow savings. The SCLAA Resolution No. SCLAA-25-002 authorizes Authorized Officers to execute this option should it be available and advisable, in consultation with Bond Counsel and the Municipal Advisor.

If the City Council approves its Resolution No. 25-009, and the SCLAA Commission approves its Resolution No. SCLAA-25-002, staff will return to the SCLAA Commission for approval of the Preliminary Official Statement and Continuing Disclosure Certificate related to the 2025 Bonds. The VVEDA Commission will also consider approving the proposed financing at its meeting on February 13, 2025. Additionally, the Countywide Oversight Board will consider approving the proposed financing at its meeting on March 6, 2025. If the Oversight Board adopts its Resolution and the other materials submitted, then the Oversight Board action will be subject to approval by the California Department of Finance (“DOF”). DOF has up to 65 days to review the Oversight Board’s action which process is expected to conclude in May, after which the 2025 Bonds will be sold and issued.

If the Successor Agency approves its Resolution No. R-SA-25-001, the Successor Agency will request approval of this item from the Oversight Board as well. If approved by the Oversight Board, DOF has up to 40 days to review the Oversight Board’s resolution relating to the SCLAA JPA Amendment.

Attachments: A. Resolution No. 25-009
B. Resolution No. SCLAA-25-002
C. Municipal Advisor Report
D. Form of Indenture of Trust
E. Form of Escrow Agreement
F. Form of Bond Purchase Agreement
G. Resolution No. R-SA-25-001
Attachment A

4921-7627-7765v4/022726-0006
RESOLUTION NO. 25-009

RESOLUTION OF THE CITY OF VICTORVILLE

APPROVING THE ISSUANCE AND SALE OF NOT TO
EXCEED $ 105,000,000 AGGREGATE PRINCIPAL

AMOUNT OF SOUTHERN CALIFORNIA LOGISTICS

AIRPORT AUTHORITY TAX ALLOCATION REFUNDING
BONDS, PLEDGING THE CITY’S SHARE OF TAX

INCREMENT REVENUES THERETO, AND MAKING

CERTAIN FINDINGS IN CONNECTION THEREWITH
WHEREAS, the Southern California Logistics Airport Authority (the “Authority”) is a joint exercise of powers authority and a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act, including Articles 1 through 4 of Chapter 5, Divis ion 7, Title 1 (commencing with Section 6500) of the Government Code of the State of California (referred to herein as the “JPA Law”) and the Second Amend ed and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority; WHEREAS, the powers of the Authority include the power to issue bonds and incur other indebtedness for any of its corporate purposes;
WHEREAS, as permitted by the Fourth Amended and Restated Joint Exercise of Powers Agreement Creating Victor Valley Economic Development Authority (the “VVEDA JPA”) and the Amended Redevelopment Plan for the Victor Valley Redevelopment Project Area, the Authority previously issued the following series of tax allocation bonds (collectively, the “Refunded Bonds”): (i) the $42,185,000 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Parity Bonds (Southern Cali fornia Logistics Airport Project) Series 2005A, issued on June 15, 2005; (ii) the $16,855,000 initial aggregate principal amount of Southern California Logistics Airport Authority Housing Set -Aside Revenue Bonds (Southern California Logistics Airport Proje ct) Refunding Series 2006, issued on June 20, 2006; (iii) the $62,780,000 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006; (iv) the $42,000,000 initial aggregate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2007, issued on December 12, 2007; and (v) $5,985,000 initial aggregate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as current interest bonds; WHEREAS, the Authority proposes to authorize the issuance and sale of not to exceed $105,000,000 aggregate principal amount of its tax allocation refunding bonds (the “2025 Bonds”) for the purpose of providing funds to refinance all or a portion of the Refunded Bonds; WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the redevelopment projects financed or refinanced with proceeds of 2 4921-7627-7765v4/022726-0006
the Refunded Bonds (the “SCLAA Redevelopment Projects”) in accordance with Section 6586.5 of the Act, which hearing was held at 14343 Civic Drive, Victorville, California on February 4, 2025;
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the Daily Press newspaper, an adjudicated local newspaper of general circulation in the City;
WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the 2025 Bonds for the purpose of refinancing all or a portion of the SCLAA Redevelopment Projects; WHEREAS, the City Council, with the aid of its staff, has reviewed the documentation related to the issuance of the 2025 Bonds and wishes to approve the issuance, sale and delivery of the 2025 Bonds by the Authority.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VICTORVILLE, AS FOLLOWS:

Section 1. Recitals; Findings. The foregoing recitals are true and correct and the City Council hereby so finds and determines. Following a duly noticed public hearing, the City Council hereby approves the refinancing of the SCLAA Redevelopment Projects as described in this Resolution and further finds and determines that there are significant public benefits to the citizens of the City through the Authority’s issuance of the 2025 Bonds and execution and delivery of the Indenture of Trust between the Authority and T he Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2025 Bonds (the “Indenture”) providing for the issuance of the 2025 Bonds pursuant to the JPA Law and otherwise hereunder within the meaning of Section 6586(a) through (d), inclusive, of the JPA Law, in that the delivery of the 2025 Bonds and related transactions will result in demonstrable savings in effective interest rate to the City and provide a more efficient delivery of public services to the community.

Section 2. Approval of Bonds. The issuance and sale of not to exceed $105,000,000 aggregate principal amount of the 2025 Bonds by the Authority, in accordance with the terms and conditions set forth in the Authority’s Indenture of Trust providing for the issuance of the 2025 Bonds, is hereby approved.

Section 3. Victorville Pledge. The City hereby irrevocably pledges to the payment of the principal of and interest on the 2025 Bonds, without preference or priority for series , issue, number, dated date, sale date, date of execution, or date of delivery, on a subordinate basis to the City’s pledge with respect to the bonds previously issued by the Authority, all of the tax increment revenues the City would otherwise receive pursuant to the VVEDA JPA, including any amounts required to be used for low and moderate income housing purposes. Only if and to the extent that the tax increment revenues pledged herein are considered a general revenue of the City, the City’s pledge and obl igation to contribute such revenues to payment of the 2025 Bonds shall be considered a conditional obligation, conditioned upon (1) the unavailability or insufficiency of other Pledged Tax Revenues (defined in the Indenture of Trust providing for the issuance of the 2025 Bonds) to pay the 2025 Bonds and (2) the availability of the City’s Participating Member’s 3 4921-7627-7765v4/022726-0006
Tax Increment Revenues under the terms of the VVEDA JPA. Such tax increment revenues represent the Participating Jurisdictions Tax Increment Revenues (as defined in the VVEDA JPA) of the City and shall be annually allocated and paid directly to the Authority by VVEDA. Such pledge shall constitute a lien on and security interest in such tax increment revenues, and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the City, irrespective of whether such parties have notice of this Resolution. So long as any of the 2025 Bonds remain Outstanding, this Resolution may not be rescinded, modified or otherwise amended without the written consent of a majority in aggregate principal amount of the Bonds then Outstanding and the written consent of each Insurer (but only with respect to any Bonds insured by such Insurer).

Section 4. Irrevocable Direction to VVEDA . The City hereby irrevocably directs VVEDA to transfer the portion of the Participating Jurisdictions Tax Increment Revenues allocated to the City under the VVEDA JPA, which is pledged to the 2025 Bonds under this Resolution and/or pledged to any Senior B onds under a prior resolution of the City Council, directly to SCLAA to the extent needed to pay debt service on the 2025 Bonds, any other payments required under the Indenture, debt service payments on Senior Bonds, and any other payments required under the indentures under which the Senior Bonds were issued.

Section 5. Defined Terms. Capitalized terms used but not defined in this Resolution have the meanings given to such terms in the Indenture.

Section 6. Effective Date. This Resolution shall become effective immediately upon adoption.

Attachment B

4932-2769-7924v4/022726-0006
RESOLUTION NO. SCLAA-25-002

RESOLUTION OF THE COMMISSION OF THE SOUTHERN

CALIFORNIA LOGISTICS AIRPORT AUTHORITY

AUTHORIZING THE ISSUANCE AND SALE OF TAX

ALLOCATION REFUNDING BONDS IN AN AMOUNT OF
NOT TO EXCEED $105,000,000, AND APPROVING THE

FORM OF AN INDENTURE OF TRUST, A FORM OF ESCROW

AGREEMENT, A FORM OF BOND PURCHASE

AGREEMENT, AND AUTHORIZING CERTAIN OTHER

ACTIONS IN CONNECTION THEREWITH
WHEREAS, the Southern California Logistics Airport Authority (the “ Authority”) is a joint exercise of powers authority and a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act, including Articles 1 through 4 of Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code of the State of California (referred to herein as the “JPA Law”) and the SCLAA JPA (defined below);
WHEREAS, the powers of the Authority include the power to issue bonds and incur other indebtedness for any of its corporate purposes;
WHEREAS, the Victor Valley Economic Development Authority (“VVEDA”) is a joint exercise of powers authority created pursuant to the JPA Law and an agreement entered into among the County of San Bernardino (the “County”), the cities of Hesperia, Victorville, and Adelanto, and the Town of Apple Valley (collectively, the “VVEDA Members”); WHEREAS, VVEDA was authorized by Health and Safety Code Section 33492.40 to exercise the powers of a redevelopment agency pursuant to the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., with respect to the VVEDA Project Area (defined below);
WHEREAS, the VVEDA Members are parties to that certain Fourth Amended and Restated Joint Exercise of Powers Agreement Creating Victor Valley Economic Development Authority (the “VVEDA JPA”), which constitutes the joint exercise of powers agreement pursuant to which VVEDA is formed and operates;
WHEREAS, VVEDA adopted and approved the Amended Redevelopment Plan for the Victor Valley Redevelopment Project Area (as amended from time to time, the “Redevelopment Plan”), which established the redevelopment project area known and designated as the Victor Valley Redevelopment Project Area (the “VVEDA Project Area”), and all requirements of law for, and precedent to, the adoption and approval of the Redevelopment Plan have been duly complied with; WHEREAS, the VVEDA Project Area is located in the County and includes the former George Air Force Base, now referred to as the Southern California Logistics Airport (the “Airport”) and land immediately adjacent to the Airport or in proximity thereto located withi n the cities of Hesperia, Victorville, Adelanto, the Town of Apple Valley, and unincorporated areas of the County; 2 4932-2769-7924v4/022726-0006
WHEREAS, in accordance with the terms of the VVEDA JPA, VVEDA delegated its decision-making authority with respect to the Airport to the Authority, including the authority to issue bonds and notes secured by tax increment revenues to finance and refinance redevelopment activities at the Airport;
WHEREAS, in addition to the authority delegated to it by VVEDA, the Authority also retains all of its inherent powers as a joint exercise of powers authority pursuant to the JPA Law and the SCLAA JPA, as described below;
WHEREAS, pursuant to the Second Amended and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority (the “SCLAA JPA”) by and among the City of Victorville, the Successor Agency to the Victorville Redevelopment Agency, and the Victorville Water District, the Authority may exercise redevelopment powers within the territory comprising the Airport, including the power to collect tax increment revenues allocated to the Authority by the VVEDA Members and tax increment revenues generated from activity at the Airport; WHEREAS, pursuant to the VVEDA JPA and the SCLAA JPA, the Authority is empowered to pledge all tax increment revenues generated by activities at the Airport and the portion of property tax increment revenues allocated to the Authority by the VVEDA Members to secure the issuance of tax allocation bonds or notes, and all such bond or note proceeds are required to be used solely for the financing and refinancing of the redevelopment of the Airport; WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the Law, and the California Supreme Court’s decision in California Redevelopment Association v. Matosantos, the redevelopment functions of VVEDA were dissolved on February 1 , 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 (as amended, the “Dissolution Act”); WHEREAS, on January 12, 2012, the Commission of VVEDA (the “VVEDA Commission”) adopted Resolution No. 12 -002 electing to serve as the successor agency to the redevelopment functions of VVEDA pursuant to Health and Safety Code Section 34173; WHEREAS, as permitted by the VVEDA JPA and the Redevelopment Plan, the Authority previously issued the following series of tax allocation bonds (collectively, the “Refunded Bonds”) :
(i) the $42,185,000 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Parity Bonds (Southern California Logistics Airport Project) Series 2005A, issued on June 15, 2005; (ii) the $16,855,000 initial aggregate principal amount of Southern California Logistics Airport Authority Housing Set-Aside Revenue Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006; (iii) the $62,780,000 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006; (iv) the $42,000,000 initial aggregate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2007, issued on December 12, 2007; and (v) $5,985,000 initial aggregate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as current interest bonds; WHEREAS, as permitted by the VVEDA JPA and the Redevelopment Plan, the Authority previously issued the following series of tax allocation bonds (collectively, the “ Senior Bonds”):
3 4932-2769-7924v4/022726-0006
(i) $45,020,000 initial aggregate principal amount Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable Series 2006, issued on June 20, 2006; (ii) $34,980,000 initial ag gregate principal amount Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable Forward Series, issued on November 1, 2006; (iii) $64,165,000 initial aggregate principal amount Southern California Logistics Airport Authority Taxable Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2006, issued on November 21, 2006; (iv) $41,460,000 initial aggregate principal amount Southern California Logistics Airport Authority Taxable Housing Set -Aside Revenue Parity Bonds (Southern California Logistics Airport Project) Series 2007, issued on March 27, 2007; and (v) $7,349,924.85 initial aggregate principal amount Southern California Logistic s Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as capital appreciation bonds;
WHEREAS, the proceeds of the Refunded Bonds were used to finance and refinance certain projects within and to the benefit of the Airport, which projects are more fully described in the proceedings for the Refunded Bonds (the “SCLAA Redevelopment Project”); WHEREAS, the obligation of the Authority to repay the Senior Bonds and the Refunded Bonds is secured by a pledge of and lien on specified portions of the property tax increment revenues generated in the VVEDA Project Area, including the Airport, and allocated to the Authority pursuant to the VVEDA JPA, as provided in each of the indentures pursuant to which the Senior Bonds and the Refunded Bonds were issued;
WHEREAS, the Authority is authorized by Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) and the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the “Marks-Roos Act”) to issue bonds to refinance the Refunded Bonds; WHEREAS, the Authority desires to refund the Refunded Bonds, in whole or in part, pursuant to the Refunding Law, the Marks-Roos Act, the Dissolution Act , and the VVEDA JPA in order to achieve debt service savings;
WHEREAS, in order to provide moneys to refund the Refunded Bonds, the Authority has determined to issue its tax allocation refunding bonds (the “2025 Bonds”) in an aggregate principal amount sufficient to refund all or a portion of the Refunded Bonds, and to irre vocably set aside a portion of the proceeds of such 2025 Bonds in one or more separate segregated trust funds which will be used to refund the outstanding Refunded Bonds being refunded, to pay costs in connection with the issuance of the 2025 Bonds, and to make certain other deposits as required by the Indenture approved by Section 3, below;
WHEREAS, California Health and Safety Code Section 34177.5(a)(1) authorizes redevelopment successor agencies to refund outstanding bonds or other indebtedness provided that: (i) the total interest cost to maturity on the refunding bonds or other indebtedness, plu s the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded; and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance; 4 4932-2769-7924v4/022726-0006
WHEREAS, although the Authority is not a “successor agency” within the meaning of the Dissolution Act, the Authority has determined that the refunding of the Refunded Bonds will comply with the parameters of Health and Safety Code Section 34177.5(a)(1); WHEREAS, on February 4, 2025, the City Council of the City of Victorville held a duly noticed public hearing regarding the issuance of the 2025 Bonds by the Authority and adopted a resolution dated February 4, 2025, which resolution (i) approved the issuance of the 2025 Bonds, (ii) made a finding of significant public benefit in accordance with the criteria specified in Section 6586 of the Government Code, and (iii) irrevocably pledged to the 2025 Bonds, on a subordinate basis to the prior pledges in favor of the Senior Bonds, t he property tax increment revenue the City of Victorville would otherwise receive pursuant to the VVEDA JPA (referred to as the “Victorville Pledge”);
WHEREAS, the 2025 Bonds will be secured by a pledge of and lien on the Pledged Tax Revenues (defined in the Indenture ), including the Victorville Pledge, on a subordinate basis to the Senior Bonds and subject to the prior payment by the County Auditor Controller of certain amounts to the County for administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code and to taxing entities pursuant to the Redevelopment Plan, certain ta x sharing agreements, and Sections 33607.5, 33607.7 and 33676 of the Law (unless such payments are subordinated to payments on the 2025 Bonds and Parity Debt (as defined in the Indenture referred to in Section 3 hereof) pursuant to Section 33607.5(e) of the Law or Section 34177.5(c) of the Dissolution Act);
WHEREAS, the Authority wishes at this time to approve matters relating to the issuance and sale of the 2025 Bonds;
WHEREAS, certain of the Senior Bonds and Refunded Bonds are supported by cash -funded debt service reserve accounts and, under the terms of the indentures pursuant to which the Senior Bonds and Refunded Bonds were issued , the moneys on deposit in such reserve accounts may be released upon deposit to the applicable reserve account of a reserve surety or reserve policy (each, a “Reserve Policy” and collectively, “Reserve Policies”);
WHEREAS, the Authority desires to accomplish the substitution of one or more Reserve Policies for the moneys in one or more of such debt service reserve accounts in order to cause the release of moneys from such reserve accounts for the purposes described in Section 8, below (the “Reserve Policy Substitution”);
WHEREAS, on February 19, 2019 , the City Council of the City of Victorville adopted a revised Debt Management Policy for the City of Victorville, that complies with Government Code Section 8855(i) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution being adopted by the Authority, and the sale and issuance of the 2025 Bond s as contemplated by this Resolution complies with the Debt Management Policy; WHEREAS, good faith estimates of certain information relating to the 2025 Bonds is set forth in the staff report submitted to the Authority herewith as required by California Government Code Section 5852.1; such estimates were provided by Urban Futures Inc., the Authority’s Municipal Advisor (the “Municipal Advisor”);
5 4932-2769-7924v4/022726-0006

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY, AS FOLLOWS:

Section 1. Recitals. The foregoing recitals are true and correct and the Authority hereby so finds and determines.

Section 2. Approval of Bonds. Subject to the provisions of the Indenture referred to in Section 3 hereof, the issuance of the 2025 Bonds, in one or more taxable or tax -exempt series, and from time to time, in an aggregate principal amount of not to exceed $105,000,000, or such lesser amount as is sufficient to refund all or a portion of the Refunded Bonds for the purpose of achieving debt service savings in accordance with Health & Safety Code Section 34177.5(a)(1) and the pledge of property tax revenues to the 2025 Bonds pursuant to the Indenture approved by Section 3 of this Resolution is hereby approved on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture. The 2025 Bonds will be dated, will bear interest at the rates, will mature on the dates, will be issued in the form, will be subject to redemption, and will be as otherwise provided in the Indenture, as the same will be completed as provided i n this Resolution. The proceeds of the sale of the 2025 Bonds shall be applied as provided in the Indenture. The 2025 Bonds may be issued as a single issue, or from time to time, in separate series of taxable or tax -exempt bonds , as the Authority shall determine. The approval of the issuance of the 2025 Bonds by the Authority and the San Bernardino Countywide Oversight Board (the “Oversight Board”) shall constitute the approval of each and every separate series of 2025 Bonds and the sale of the 2025 Bonds at a public or private sale, without the need for any further approval from the Oversight Board.

Section 3. Approval of Indenture. The form of the Indenture of Trust (the “Indenture”) presented herewith, providing for the issuance of the 2025 Bonds, is hereby approved. The Chair, the Executive Director, the Treasurer, the Secretary, any member of the Commission of the Authority, or any of their respective written designee (each an “Authorized Officer” and collectively, the “Authorized Officers”) are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and delive r the Indenture, in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve , such requirement or approval to be conclusively evidenced by the execution and delivery thereof. If the 2025 Bonds are to be sold in separate series at different times, each of the Authorized Officers is hereby authorized and directed in the name of the Authority to execute any supplement to the Indenture to provide for the issuance of such series of 2025 Bonds consistent with the terms of the Resolution.

Each of the Authorized Officers is hereby authorized and directed to execute and countersign each of the 2025 Bonds on behalf of the Authority, either manually or in facsimile, and such signing as herein provided shall be a sufficient and binding execution of the 2025 Bonds on behalf of the Authority. In case either of such officers whose signature appears on the 2025 Bonds shall cease to be such officer before the delivery of the 2025 Bonds, such signature shall nevertheless be valid and sufficient for all purposes as though such officer had remained in office until the delivery of the 2025 Bonds.

Section 4. Approval of Escrow Agreements . The form of the Escrow Agreement s presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver one or more Escrow Agreements for each of the Refunded Bonds in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof. 6 4932-2769-7924v4/022726-0006
Section 5. Approval of Bond Purchase Agreement.
(a) The form of the Bond Purchase Agreement (the “Bond Purchase Agreement”) between the Authority and Raymond James & Associates, Inc. , acting as underwriter of the 2025 Bonds (the “Underwriter”), in the form presented herewith is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Authority, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the B ond Purchase Agreement shall be signed only if the terms of the Bond Purchase Agreement are such that (i) the total interest cost to maturity on the 2025 Bonds plus the principal amount of the 2025 Bonds will not exceed the total remaining interest cost to maturity on the Refunded Bonds plus the principal amount of the Refunded Bonds, (ii) the principal amount of the 2025 Bonds will not exceed the amount required to defease the Refunded Bonds, to establish a customary debt service reserve fund, and to pay related costs of issuance, and (iii) the aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) shall not exceed 0.45% of the aggregate principal amount of the 2025 Bonds.
(b) As an alternative to the sale of the 2025 Bonds through a public offering authorized in paragraph (a), the 2025 Bonds may be sold on a private placement basis through Raymond James & Associates, Inc. , acting as private placement agent (the “Private Placement Agent”), if a private placement of the 2025 Bonds will produce lower interest rates (and therefore greater savings) than are available through a public offering of the 2025 Bonds, or if a private placement is otherwise preferable and/or more appropriate than a public offering of the 2025 Bond s, in the opinion of, and upon recommendation of, the Authority’s Municipal Advisor, which recommendation is agreed to by the Executive Director or Treasurer of the Authority, so long as the parameters specified in clause (i) and clause (ii) of paragraph (a) are achieved through said private placement of the 2025 Bonds, and so long as the compensation to the Private Placement Agent does not exceed the amount approved by the Executive Director or Treasurer of the Authority.

Section 6. Debt Management Policy . The Authority hereby adopts the Debt Management Policy and certifies that the Debt Management Policy complies with Government Code Section 8855(i), and that the Authority’s financing described in this Resolution and its obligations under the Indenture as contemplated by this Resolution are in compliance with the Debt Management Policy, and to the extent the sale and issuance of the 2025 Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms o f the Debt Management Policy. The Authority further instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel (“Bond Counsel”), on behalf of the Authority, with respect to the 2025 Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the 2025 Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

Section 7. Miscellaneous. Each of the Authorized Officers and other appropriate officers of the Authority, acting alone, is authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts that they may deem necessary or advisable in order to consummate the sale, execution and delivery of the 2025 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the 2025 Bonds, the Indenture, the Bond Purcha se Agreement and the Escrow Agreements , each in order to facilitate the 7 4932-2769-7924v4/022726-0006
issuance of the 2025 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, without limitation, to amend any indenture or other legal documents entered into in connection with the Refunded Bonds in order to effectuate the defeasance and refunding of such Refunded Bonds , to execute irrevocable refunding instructions with respect to the Refunded Bonds, to secure municipal bond insurance on the 2025 Bonds and/or a reserve surety or reserve policy to fund any reserve account or fund established for the 2025 Bonds, if available (which may include entering into a mutual insurance agreement(s) therefor), to request subordination of any amounts required to be paid to an affected taxing entity to the 2025 Bonds, and to negotiate and execute a private placement agreement with the Private Placement Agent, if appropriate, as any Authorized Officer may require or approve, in consultation with the Authority’s Bond Counsel and Municipal Advisor, and any such acti ons heretofore taken by such officers in connection therewith are hereby ratified, confirmed and approved.

Section 8. Purchase of Reserve Policies; Release of Reserve Amounts . Each of the Authorized Officers, acting alone, is further authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and contracts, including amendments to the indentures pursuant to which the Senior Bonds and/or Refunded Bonds (to the extent any such Refunded Bonds are not refunded by the 2025 Bonds ) were issued , that the Authorized Officer executing the same may deem necessary or advisable, in consultation with Bond Counsel and the Municipal Advisor, in order to provide for and accomplish the Reserve Policy Substitution, specifically including the purchase of one or more Reserve Policies for deposit to the reserve accounts maintained under such indentures, and the release of corresponding amounts from such reserve accounts (the “Released Reserve Amounts”). Upon receipt of any Released Reserve Amounts, the Authority shall (a) apply a portion of the Released Reserve Amounts to pay costs of the transaction (including the premium for the applicable Reserve Policy and fees and expenses of the Authority’s Bond Counsel, Municipal Advisor, and other consultants engaged by the Authority in connection with the negotiation of the Reserve Policies and amendments to the applicable indentures), and then shall either (b)(i) apply the remaining Released Reserve Amounts to redeem Refunded Bonds (prior to or concurrently with the issuance of the 2025 Bonds), or (ii) if the Authorized Officer determines that the 2025 Bonds will not be issued, or will not be issued within a reasonable time following the Authority’s receipt of Released Reserve Amounts, transfer the remaining Released Reserve Amounts to the San Bernardino County Auditor-Controller for distribution to the taxing entities within the VVEDA Project Area.

Section 9. Appointment of Professionals . Stradling Yocca Carlson & Rauth LLP is hereby approved and appointed as Bond and Disclosure Counsel , Urban Futures Inc. is hereby approved and appointed as Municipal Advisor, Harris & Associates. is hereby approved and appointed as Fiscal Consultant, and The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee and Escrow Bank, each to provide such services and any other related services as may be required to issue the 2025 Bonds and to defease and/or refund the Refunded Bonds. The Authorized Officers are each hereby authorized to enter into contracts or to sign such other documentation as is necessary or appropriate to evidence such engagements and retain such services in connection with the 2025 Bonds.

Section 10. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Authority declares that the Authority would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.
8 4932-2769-7924v4/022726-0006
Section 11. Effective Date . This Resolution shall become effective immediately upon adoption.

Attachment C

SAVINGS MEMORANDUM
TO: Southern California Logistics Airport Authority
FROM: Urban Futures, Inc.

Wing-See Fox, Managing Director
DATE: January 6, 2025
RE: Independent Municipal Advisor’s Report: Debt Service Savings Analysis for the Southern California Logistics Airport Authority Tax Allocation Refunding Bonds, Series 2025A _____________________________________________________________________________________ Background
The Victor Valley Economic Development Authority (“VVEDA”) is a joint exercise of powers authority formed by the County of San Bernardino, City of Hesperia, City of Victorville, City of Adelanto, and Town of Apple Valley (the “VVEDA Members”). VVEDA was authorized by Health and Safety Code Section 33492.40 to exercise the powers of a redevelopment agency with respect to the VVEDA Project Area (which includes the former George Air Force Base, now referred to as the Southern California Logistics Airport (the “Airport”), and land immediately adjacent to the Airport or in proximity thereto located within the jurisdictional boundaries of the VVEDA Members). VVEDA is also authorized to issue refunding tax allocation bonds and other indebtedness for economic savings within the parameters set forth in Section 34177.5(a)(1) of the California Health and Safety Code (the “Savings Parameters”).

The Southern California Logistics Airport Authority (“SCLAA”) is a joint powers authority authorized to exercise its powers, including the power to issue bonds and incur other indebtedness for any of its corporate purposes. In accordance with the terms of the VVEDA JPA, VVEDA delegated its decision- making authority with respect to the Airport to SCLAA, including the authority to issue bonds secured by tax increment revenues to finance and refinance redevelopment activities at the Airport.

Urban Futures, Inc., has been retained by SCLAA to serve as its independent municipal advisor to determine compliance with the Savings Parameters for purposes of the incurrence by SCLAA of its Tax Allocation Refunding Bonds, Series 2025A (the “2025 Bonds”). SCLAA will issue the 2025 Bonds to refund the following obligations of SCLAA with respect to the Southern California Logistics Airport Project: (i) Tax Allocation Parity Bonds, Series 2005A (the “2005A Bonds”); (ii) Housing Set-Aside Revenue Bonds, Refunding Series 2006 (the “2006 Housing Set-Aside Bonds”); (iii) Tax Allocation Revenue Parity Bonds, Refunding Series 2006 (the “2006 Parity Bonds”); (iv) Subordinate Tax Allocation Revenue Bonds, Series 2007 (the “2007 Subordinate Bonds”); and (v) Subordinate Tax Allocation Revenue Bonds, Series 2008A (the “2008A Subordinate Bonds”) (collectively, the “Refunded Bonds”).

SCLAA has selected Raymond James & Associates, Inc., (the “Underwriter”) to structure and negotiate the refunding of the Refunded Bonds. The financing goal is to maximize economic savings by reducing total debt service, and the savings generated from this refunding are anticipated to result in higher future property tax distributions to the taxing entities. This report may be used in presentations to the SCLAA Commission, the Victorville City Council, the VVEDA Commission, and the Countywide Oversight Board, but actual savings will be final only after the pricing of the 2025 Bonds. 1 Plan of Refunding
Based on market conditions as of January 6, 2025, the Underwriter estimates that the refunding of the Refunded Bonds will achieve combined debt service savings of approximately $24.1 million and Net Present Value savings of approximately $6.7 million, or 6.78% of refunded par. The Underwriter’s estimates include the following key assumptions:
(i) the following SCLAA prior bonds (the “Senior Bonds”) that have make-whole calls will remain outstanding and will have a senior lien on Pledged Tax Revenues:
a. Tax Allocation Revenue Parity Bonds, Taxable Series 2006 (the “2006 Taxable Parity Bonds”)
b. Tax Allocation Revenue Parity Bonds, Taxable Forward Series 2006 (the “2006 Taxable Forward Bonds”)
c. Taxable Subordinate Tax Allocation Revenue Bonds, Series 2006 (the “2006 Taxable Subordinate Bonds”)
d. Taxable Housing Set-Aside Revenue Parity Bonds, Series 2007 (the “2007 Taxable Housing Set-Aside Bonds”
e. Subordinate Tax Allocation Revenue Bonds Series 2008A Capital Appreciation Bonds (the “2008A Subordinate CABS”)
(ii) a public market negotiated sale of the 2025 Bonds
(iii)
(iv)
(v)
an underlying rating of “BBB“ is assigned by S&P to the 2025 Bonds bond insurance and reserve fund surety policy
2025 Bonds are structured to achieve proportional savings by refunded series SCLAA may select an alternative structure for the 2025 Bonds and other assumptions may be adjusted, which would change the refunding results.

Refunding Results
The table on the next page shows the estimated sources and uses for the 2025 Bonds. 2 Sources and Uses
Dated Date 06/17/2025
Delivery Date 06/17/2025
Refunding of
2006 Sr
Non-Housing
Refunding of
2007 Sub
Non-Housing
Refunding of
2008 Sub
Non-Housing
Refunding of
2005A
Refunding of
2006 HousingSources: Total
Bond Proceeds:

Par Amount
Premium
7,415,000.00
346,898.25
7,761,898.25
10,120,000.00
832,415.65
10,952,415.65
36,780,000.00
3,018,551.40
39,798,551.40
27,710,000.00
2,272,979.40
29,982,979.40
4,395,000.00
362,234.65
4,757,234.65
86,420,000.00
6,833,079.35
93,253,079.35
Other Sources of Funds:

Prior Reserve Fund 1,797,890.00 945,975.00 4,483,117.00 2,824,473.00 10,051,455.00 9,559,788.25 11,898,390.65 44,281,668.40 32,807,452.40 4,757,234.65 103,304,534.35 Refunding of
2006 Sr
Non-Housing
Refunding of
2007 Sub
Non-Housing
Refunding of
2008 Sub
Non-Housing
Refunding of
2005A
Refunding of
2006 HousingUses: Total
Refunding Escrow Deposits:

Cash Deposit 0.26
9,265,583.00
9,265,583.26

0.62 11,497,838.00
11,497,838.62

0.86 42,820,908.00
42,820,908.86

0.69 31,709,828.00
31,709,828.69

0.99 4,584,676.00
4,584,676.99

3.42 99,878,833.00
99,878,836.42
SLGS Purchases
Delivery Date Expenses:

Cost of Issuance 30,030.66
29,518.29
189,676.46
44,490.00
293,715.41
40,985.88
40,286.60
258,870.64
60,720.00
400,863.12
148,958.57
146,417.11
940,836.18
220,680.00
1,456,891.86
112,225.18
110,310.44
708,824.65
166,260.00
1,097,620.27
17,799.71
17,496.02
112,424.56
26,370.00
174,090.29
350,000.00
344,028.46
2,210,632.49
518,520.00
Underwriter's Discount
Bond Insurance @ 1.70%
Surety Reserve @ 6.00%
3,423,180.95
Other Uses of Funds:

Additional Proceeds 489.58 -311.09 3,867.68 3.44 -1,532.63 2,516.98 9,559,788.25 11,898,390.65 44,281,668.40 32,807,452.40 4,757,234.65 103,304,534.35 The tables below show estimated Net Present Value and Cash Flow savings results assuming market conditions as of January 6, 2025. Additional information can be found in the attached Refunding Analysis.

Net Present Value Savings
PV of savings from cash flow
Less: Prior funds on hand
Plus: Refunding funds on hand
16,796,323.95
-10,051,455.00
2,516.98
Net PV Savings 6,747,385.93
3 Cash Flow Savings
Present Value
to 06/17/2025Prior Refunding Annual
Date Debt Service Debt Service Savings Savings @ 4.1669632% 12/01/2025
06/01/2026
06/30/2026
12/01/2026
06/01/2027
06/30/2027
12/01/2027
06/01/2028
06/30/2028
12/01/2028
06/01/2029
06/30/2029
12/01/2029
06/01/2030
06/30/2030
12/01/2030
06/01/2031
06/30/2031
12/01/2031
06/01/2032
06/30/2032
12/01/2032
06/01/2033
06/30/2033
12/01/2033
06/01/2034
06/30/2034
12/01/2034
06/01/2035
06/30/2035
12/01/2035
06/01/2036
06/30/2036
12/01/2036
06/01/2037
06/30/2037
12/01/2037
06/01/2038
06/30/2038
12/01/2038
06/01/2039
06/30/2039
12/01/2039
06/01/2040
06/30/2040
12/01/2040
06/01/2041
06/30/2041
12/01/2041
06/01/2042
06/30/2042
12/01/2042
06/01/2043
06/30/2043
12/01/2043
6,876,545.00
2,494,685.00
6,873,455.55
2,037,875.00
3,089.45
456,810.00
3,031.95
439,157.90
459,899.45
1,600,770.00
1,609,355.00
1,604,830.00
1,602,202.50
1,598,160.00
1,203,102.50
1,205,480.00
1,199,075.00
1,199,530.00
1,206,482.50
1,204,732.50
1,209,107.50
1,199,401.25
1,200,433.75
1,196,860.00
1,203,153.75
6,989,685.00
2,386,960.00
5,832,875.00
1,943,000.00
1,156,810.00
443,960.00
1,089,410.75
409,560.43
7,081,960.00
2,274,395.00
5,903,000.00
1,844,000.00
1,178,960.00
430,395.00
1,065,412.40
381,004.78
7,194,395.00
2,154,435.00
6,004,000.00
1,740,000.00
1,190,395.00
414,435.00
1,032,283.11
352,053.51
7,324,435.00
2,028,267.50
6,120,000.00
1,630,500.00
1,204,435.00
397,767.50
1,002,259.43
324,243.00
7,448,267.50
1,895,892.50
6,230,500.00
1,515,500.00
1,217,767.50
380,392.50
972,411.79
297,551.61
5,790,892.50
1,797,210.00
4,955,500.00
1,429,500.00
835,392.50
367,710.00
640,125.99
276,010.02
5,882,210.00
1,687,395.00
5,024,500.00
1,339,625.00
857,710.00
347,770.00
630,673.26
250,495.88
5,997,395.00
1,571,305.00
5,124,625.00
1,245,000.00
872,770.00
326,305.00
615,818.60
225,538.79
6,116,305.00
1,448,850.00
5,220,000.00
1,145,625.00
896,305.00
303,225.00
606,873.07
201,118.30
6,233,850.00
1,319,882.50
5,305,625.00
1,041,625.00
928,225.00
278,257.50
603,093.10
177,101.61
6,359,882.50
1,183,975.00
5,406,625.00
932,500.00
953,257.50
251,475.00
594,333.74
153,588.78
6,488,975.00
1,040,882.50
5,502,500.00
818,250.00
986,475.00
222,632.50
590,194.68
130,479.50
6,645,882.50
889,518.75
5,638,250.00
697,750.00
1,007,632.50
191,768.75
578,496.09
107,850.12
6,789,518.75
730,165.00
5,747,750.00
571,500.00
1,041,768.75
158,665.00
573,929.62
85,627.44
6,950,165.00
562,070.00
5,876,500.00
438,875.00
1,073,665.00
123,195.00
567,603.63
63,799.02
7,127,070.00
384,583.75
6,008,875.00
299,625.00
1,118,195.00
84,958.75
567,261.05
42,219.98
7,294,583.75
197,686.25
6,139,625.00
153,625.00
1,154,958.75
44,061.25
562,238.97
21,011.44
1,199,020.00
1,204,061.25
7,502,686.25 6,298,625.00 1,204,061.25 562,460.60
06/30/2044
154,142,862.50 130,037,205.55 24,105,656.95 24,105,656.95 16,796,323.95 Proposed Refunding Complies With State Law
Based on the 2025 Bonds’ proposed structure and the estimated debt service savings according to numbers prepared by the Underwriter, Urban Futures, Inc., concludes that the 2025 Bonds comply with 4 the Savings Parameters and other requirements of State Law as described below.

A. Total debt service (principal and interest) on the refunding bonds is less than total debt service on the refunded bonds (sec. 34177.5(a)(1)(A)): Section 34177.5(a)(1)(A) requires that the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded. The refunding generates an estimated total debt service savings of approximately $24.1 million calculated as follows: (i) total debt service on the Refunded Bonds, minus (ii) total debt service on the 2025 Bonds. This cash flow savings satisfies the Savings Parameters in Section 34177.5(a)(1). Net Present Value savings are estimated to be approximately $6.7 million, or 6.78% of refunded par, which is above the 3% to 5% minimum savings threshold in the City’s Debt Management Policy.

B. Refunding bonds principal shall be used only for purposes of refunding outstanding obligations (sec. 34177.5(a) (1)(B)): Section 34177.5(a)(1)(B) requires that the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance. The anticipated sources and uses of funds for the 2025 Bonds confirm that all proceeds of the 2025 Bonds will be used only to defease the Refunded Bonds, to establish a debt service reserve fund, and to pay related costs of issuance. Proceeds of the 2025 Bonds will not be used for any other purposes, including new- money purposes.

C. SCLAA shall make diligent efforts to ensure lowest long-term cost financing is obtained, to structure refunding that does not provide for any bullets or spikes or variable rates, and shall hire an independent financial advisor (sec. 34177.5(h)): SCLAA has retained Urban Futures, Inc., an independent financial advisor registered with the SEC and MSRB, to monitor the pricing of the 2025 Bonds. In order to achieve the lowest long-term cost of financing, the financing team will explore replacing cash-funded debt service reserve funds of certain outstanding Senior Bonds with surety policies, and applying the released cash reserve funds to defease Refunded Bonds, thus lowering the principal amount of the 2025 Bonds and increasing the overall cash flow savings. SCLAA will also work with the municipal advisor to maximize the current refunding escrow for the Refunded Bonds. In accordance with Section 34177.5(h), the 2025 Bonds will not be structured to include any bullet principal maturities, debt service spikes or variable rate debt.

Issuance of the 2025 Bonds by SCLAA for the purpose of refunding the Refunded Bonds is recommended to achieve debt service savings.
5 Appendix: Refunding Analysis
6 Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 1

SOURCES AND USES OF FUNDS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Refunding of
2006 Sr
Non-Housing
Refunding of
2007 Sub
Non-Housing
Refunding of
2008 Sub
Non-Housing
Refunding of
2005A
Refunding of
2006 HousingSources: Total
Bond Proceeds:

Par Amount
Premium
7,415,000.00
346,898.25
7,761,898.25
10,120,000.00
832,415.65
10,952,415.65
36,780,000.00
3,018,551.40
39,798,551.40
27,710,000.00
2,272,979.40
29,982,979.40
4,395,000.00
362,234.65
4,757,234.65
86,420,000.00
6,833,079.35
93,253,079.35
Other Sources of Funds:

Prior Reserve Fund 1,797,890.00
9,559,788.25
945,975.00 4,483,117.00
44,281,668.40
2,824,473.00
32,807,452.40
10,051,455.00
103,304,534.3511,898,390.65 4,757,234.65
Refunding of
2006 Sr
Non-Housing
Refunding of
2007 Sub
Non-Housing
Refunding of
2008 Sub
Non-Housing
Refunding of
2005A
Refunding of
2006 HousingUses: Total
Refunding Escrow Deposits:

Cash Deposit 0.26
9,265,583.00
9,265,583.26

0.62 11,497,838.00
11,497,838.62

0.86 42,820,908.00
42,820,908.86

0.69 31,709,828.00
31,709,828.69

0.99 4,584,676.00
4,584,676.99

3.42 99,878,833.00
99,878,836.42
SLGS Purchases
Delivery Date Expenses:

Cost of Issuance 30,030.66
29,518.29
189,676.46
44,490.00
293,715.41
40,985.88
40,286.60
258,870.64
60,720.00
400,863.12
148,958.57
146,417.11
940,836.18
220,680.00
1,456,891.86
112,225.18
110,310.44
708,824.65
166,260.00
1,097,620.27
17,799.71
17,496.02
112,424.56
26,370.00
174,090.29
350,000.00
344,028.46
2,210,632.49
518,520.00
Underwriter's Discount
Bond Insurance @ 1.70%
Surety Reserve @ 6.00%
3,423,180.95
Other Uses of Funds:

Additional Proceeds 489.58 -311.09 3,867.68 3.44 -1,532.63 2,516.98 9,559,788.25 11,898,390.65 44,281,668.40 32,807,452.40 4,757,234.65 103,304,534.35

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 2

SUMMARY OF BONDS REFUNDED
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Maturity
Date
Interest
Rate
Par
Amount
Call
Date
Call
PriceBond
Tax Allocation Parity Bonds Series 2005A, 2005A, TERM25:
12/01/2025 4.400% 1,375,000 09/14/2025 100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
Tax Allocation Parity Bonds Series 2005A, 2005A, TERM30:
12/01/2030 4.500% 7,870,000 09/14/2025
Tax Allocation Revenue Parity Bonds Refunding Series 2006, 2006, TERM26:
12/01/2026 4.500% 2,940,000 09/14/2025
Tax Allocation Revenue Parity Bonds Refunding Series 2006, 2006, TERM31:
12/01/2031 4.500% 8,595,000 09/14/2025
Tax Allocation Revenue Parity Bonds Refunding Series 2006, 2006, TERM36:
12/01/2036 5.000% 10,810,000 09/14/2025
Tax Allocation Revenue Parity Bonds Refunding Series 2006, 2006, TERM43:
12/01/2043 5.000% 20,335,000 09/14/2025
Housing Set-Aside Revenue Bonds Refunding Series 2006, 2006_H, TERM26:
12/01/2026 4.500% 790,000 09/14/2025
Housing Set-Aside Revenue Bonds Refunding Series 2006, 2006_H, TERM31:
12/01/2031 4.500% 2,305,000 09/14/2025
Housing Set-Aside Revenue Bonds Refunding Series 2006, 2006_H, TERM36:
12/01/2036 5.000% 2,905,000 09/14/2025
Housing Set-Aside Revenue Bonds Refunding Series 2006, 2006_H, TERM43:
12/01/2043 5.000% 5,460,000 09/14/2025
09/14/2025
09/14/2025
09/14/2025
09/14/2025
09/14/2025
09/14/2025
09/14/2025
09/14/2025
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM27:
12/01/2027 5.600% 3,000,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM32_1:
12/01/2032 5.900% 3,000,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM32_2:
12/01/2032 6.000% 3,275,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM37_1:
12/01/2037 5.900% 3,325,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM37_2:
12/01/2037 6.000% 3,800,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM37_3:
12/01/2037 6.100% 1,250,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM43_1:
12/01/2043 5.900% 9,210,000
Subordinate Tax Allocation Revenue Bonds Series 2007, 2007, TERM43_2:
12/01/2043 6.150% 4,650,000
Subordinate Tax Allocation Revenue Bonds Series 2008A, 2008A, TERM33:
12/01/2033 6.000% 1,550,000 09/14/2025
Subordinate Tax Allocation Revenue Bonds Series 2008A, 2008A, TERM38:
12/01/2038 6.000% 1,285,000 09/14/2025
09/14/2025
Subordinate Tax Allocation Revenue Bonds Series 2008A, 2008A, TERM:
12/01/2043 6.000% 1,720,000
99,450,000

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 3

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Refunding of
2006 Sr
Non-Housing
Refunding of
2007 Sub
Non-Housing
Refunding of
2008 Sub
Non-Housing
Refunding of
2005A
Refunding of
2006 Housing Total
Dated Date
Delivery Date
Arbitrage Yield
Escrow Yield
Value of Negative Arbitrage
06/17/2025
06/17/2025

4.166963%

4.403725%
-5,191.78
06/17/2025
06/17/2025

4.166963%

4.403725%
-6,442.58
06/17/2025
06/17/2025

4.166963%

4.403725%
-23,993.82
06/17/2025
06/17/2025

4.166963%

4.403725%
-17,767.96
06/17/2025
06/17/2025

4.166963%

4.403726%
-2,568.93
06/17/2025
06/17/2025

4.166963%

4.403725%
-55,965.07
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
7,415,000.00

3.441794%

3.554930%

5.000000%

2.962
10,120,000.00

4.054433%

4.274442%

5.000000%

10.788
36,780,000.00

4.054448%

4.274430%

5.000000%

10.763
27,710,000.00

4.053786%

4.273781%

5.000000%

10.747
4,395,000.00

4.055172%

4.275183%

5.000000%

10.822
86,420,000.00

4.036370%

4.256136%

5.000000%

10.094
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
9,245,000.00

4.497803%

3.085
11,460,000.00

4.954823%

10.860
42,680,000.00

4.954789%

10.858
31,510,000.00

5.973660%

11.155
4,555,000.00

6.000000%

11.175
99,450,000.00

5.345733%

10.244
PV of prior debt
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
9,349,291.34
-30,257.43
-0.327284%
-0.408057%
12,223,891.09
464,468.64

4.052955%

4.589611%
45,524,378.32
1,751,881.30

4.104689%

4.763136%
36,409,921.99
3,984,409.98

12.644906%

14.378961%
5,275,320.67
576,883.44

12.664840%

13.125903%
108,782,803.41
6,747,385.93

6.784702%

7.807667%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 4

SAVINGS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Present Value
Prior Refunding Annual to 06/17/2025
Date Debt Service Debt Service Savings Savings @ 4.1669632% 12/01/2025
06/01/2026
06/30/2026
12/01/2026
06/01/2027
06/30/2027
12/01/2027
06/01/2028
06/30/2028
12/01/2028
06/01/2029
06/30/2029
12/01/2029
06/01/2030
06/30/2030
12/01/2030
06/01/2031
06/30/2031
12/01/2031
06/01/2032
06/30/2032
12/01/2032
06/01/2033
06/30/2033
12/01/2033
06/01/2034
06/30/2034
12/01/2034
06/01/2035
06/30/2035
12/01/2035
06/01/2036
06/30/2036
12/01/2036
06/01/2037
06/30/2037
12/01/2037
06/01/2038
06/30/2038
12/01/2038
06/01/2039
06/30/2039
12/01/2039
06/01/2040
06/30/2040
12/01/2040
06/01/2041
06/30/2041
12/01/2041
06/01/2042
06/30/2042
12/01/2042
06/01/2043
06/30/2043
12/01/2043
06/30/2044
6,876,545.00
2,494,685.00
6,873,455.55
2,037,875.00
3,089.45
456,810.00
3,031.95
439,157.90
459,899.45
6,989,685.00
2,386,960.00
5,832,875.00
1,943,000.00
1,156,810.00
443,960.00
1,089,410.75
409,560.43
1,600,770.00
1,609,355.00
1,604,830.00
1,602,202.50
1,598,160.00
1,203,102.50
1,205,480.00
1,199,075.00
1,199,530.00
1,206,482.50
1,204,732.50
1,209,107.50
1,199,401.25
1,200,433.75
1,196,860.00
1,203,153.75
7,081,960.00
2,274,395.00
5,903,000.00
1,844,000.00
1,178,960.00
430,395.00
1,065,412.40
381,004.78
7,194,395.00
2,154,435.00
6,004,000.00
1,740,000.00
1,190,395.00
414,435.00
1,032,283.11
352,053.51
7,324,435.00
2,028,267.50
6,120,000.00
1,630,500.00
1,204,435.00
397,767.50
1,002,259.43
324,243.00
7,448,267.50
1,895,892.50
6,230,500.00
1,515,500.00
1,217,767.50
380,392.50
972,411.79
297,551.61
5,790,892.50
1,797,210.00
4,955,500.00
1,429,500.00
835,392.50
367,710.00
640,125.99
276,010.02
5,882,210.00
1,687,395.00
5,024,500.00
1,339,625.00
857,710.00
347,770.00
630,673.26
250,495.88
5,997,395.00
1,571,305.00
5,124,625.00
1,245,000.00
872,770.00
326,305.00
615,818.60
225,538.79
6,116,305.00
1,448,850.00
5,220,000.00
1,145,625.00
896,305.00
303,225.00
606,873.07
201,118.30
6,233,850.00
1,319,882.50
5,305,625.00
1,041,625.00
928,225.00
278,257.50
603,093.10
177,101.61
6,359,882.50
1,183,975.00
5,406,625.00
932,500.00
953,257.50
251,475.00
594,333.74
153,588.78
6,488,975.00
1,040,882.50
5,502,500.00
818,250.00
986,475.00
222,632.50
590,194.68
130,479.50
6,645,882.50
889,518.75
5,638,250.00
697,750.00
1,007,632.50
191,768.75
578,496.09
107,850.12
6,789,518.75
730,165.00
5,747,750.00
571,500.00
1,041,768.75
158,665.00
573,929.62
85,627.44
6,950,165.00
562,070.00
5,876,500.00
438,875.00
1,073,665.00
123,195.00
567,603.63
63,799.02
7,127,070.00
384,583.75
6,008,875.00
299,625.00
1,118,195.00
84,958.75
567,261.05
42,219.98
7,294,583.75
197,686.25
6,139,625.00
153,625.00
1,154,958.75
44,061.25
562,238.97
21,011.44
1,199,020.00
1,204,061.25
24,105,656.95
7,502,686.25 6,298,625.00 1,204,061.25 562,460.60
154,142,862.50 130,037,205.55 24,105,656.95 16,796,323.95

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 5

SAVINGS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Savings Summary
PV of savings from cash flow
Less: Prior funds on hand
Plus: Refunding funds on hand
16,796,323.95
-10,051,455.00
2,516.98
Net PV Savings 6,747,385.93

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 6

BOND SUMMARY STATISTICS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Dated Date
Delivery Date
Last Maturity
06/17/2025
06/17/2025
12/01/2043
Arbitrage Yield 4.166963%

4.036370%

4.256136%

4.480289%

5.000000%
True Interest Cost (TIC)
Net Interest Cost (NIC)
All-In TIC
Average Coupon
Average Life (years)
Duration of Issue (years)

10.094

7.817
Par Amount
Bond Proceeds
Total Interest
Net Interest
Total Debt Service
Maximum Annual Debt Service
Average Annual Debt Service
86,420,000.00
93,253,079.35
43,617,205.55
37,128,154.66
130,037,205.55
8,911,330.55
7,045,965.38
Underwriter's Fees (per $1000)
Average Takedown
Other Fee

3.500000

0.480889
Total Underwriter's Discount
Bid Price

3.980889
107.508737
Par
Value
Average
Coupon
Average
LifeBond Component Price
Series 2055 86,420,000.00
86,420,000.00
107.907 5.000% 10.094

10.094
All-In
TIC
Arbitrage
TIC Yield
86,420,000.00
6,833,079.35
Par Value
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
86,420,000.00 86,420,000.00
6,833,079.35
-344,028.46
6,833,079.35
-344,028.46
-350,000.00
-2,729,152.49 -2,210,632.49
91,042,446.86Target Value 92,909,050.89 89,829,898.40
Target Date
Yield
06/17/2025

4.036370%
06/17/2025

4.480289%
06/17/2025

4.166963%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 7

BOND PRICING
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Maturity
Date
Yield to
Maturity
Call
Date
Call
PriceBond Component Amount Rate Yield Price
Series 2055:
12/01/2025
12/01/2026
12/01/2027
12/01/2028
12/01/2029
12/01/2030
12/01/2031
12/01/2032
12/01/2033
12/01/2034
12/01/2035
12/01/2036
12/01/2037
12/01/2038
12/01/2039
12/01/2040
12/01/2041
12/01/2042
12/01/2043
12/01/2044
12/01/2045
4,905,000 5.000% 3.170% 100.818
3,795,000 5.000% 3.200% 102.538
3,960,000 5.000% 3.210% 104.192
4,160,000 5.000% 3.260% 105.641
4,380,000 5.000% 3.320% 106.903
4,600,000 5.000% 3.380% 108.007
3,440,000 5.000% 3.400% 109.202
3,595,000 5.000% 3.490% 109.835
3,785,000 5.000% 3.550% 110.509
3,975,000 5.000% 3.640% 110.796
4,160,000 5.000% 3.720% 111.002
4,365,000 5.000% 3.770% 110.545 C
4,570,000 5.000% 3.810% 110.182 C
4,820,000 5.000% 3.830% 110.000 C
5,050,000 5.000% 3.870% 109.639 C
5,305,000 5.000% 3.950% 108.920 C
5,570,000 5.000% 4.050% 108.030 C
5,840,000 5.000% 4.110% 107.500 C
6,145,000 5.000% 4.190% 106.798 C

5.000% 4.250% 106.276 C

3.853% 12/01/2035

3.957% 12/01/2035

4.030% 12/01/2035

4.109% 12/01/2035

4.209% 12/01/2035

4.313% 12/01/2035

4.381% 12/01/2035

4.456% 12/01/2035

4.512% 12/01/2035

4.564% 12/01/2035
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.0005.000% 4.310% 105.756 C
86,420,000
Term 2050:
12/01/2050 5.000% 4.470% 104.386 C
86,420,000

4.703% 12/01/2035 100.000
Dated Date 06/17/2025
Delivery Date
First Coupon
06/17/2025
12/01/2025
Par Amount
Premium
86,420,000.00
6,833,079.35
Production
Underwriter's Discount
93,253,079.35 107.906826%
-344,028.46 -0.398089%
Purchase Price
Accrued Interest
92,909,050.89 107.508737%
92,909,050.89Net Proceeds

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 8

BOND DEBT SERVICE
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Period
Ending Principal Coupon Interest Debt Service
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
06/30/2032
06/30/2033
06/30/2034
06/30/2035
06/30/2036
06/30/2037
06/30/2038
06/30/2039
06/30/2040
06/30/2041
06/30/2042
06/30/2043
06/30/2044
4,905,000
3,795,000
3,960,000
4,160,000
4,380,000
4,600,000
3,440,000
3,595,000
3,785,000
3,975,000
4,160,000
4,365,000
4,570,000
4,820,000
5,050,000
5,305,000
5,570,000
5,840,000
6,145,000

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%
4,006,330.55
3,980,875.00
3,787,000.00
3,584,000.00
3,370,500.00
3,146,000.00
2,945,000.00
2,769,125.00
2,584,625.00
2,390,625.00
2,187,250.00
1,974,125.00
1,750,750.00
1,516,000.00
1,269,250.00
1,010,375.00
738,500.00
8,911,330.55
7,775,875.00
7,747,000.00
7,744,000.00
7,750,500.00
7,746,000.00
6,385,000.00
6,364,125.00
6,369,625.00
6,365,625.00
6,347,250.00
6,339,125.00
6,320,750.00
6,336,000.00
6,319,250.00
6,315,375.00
6,308,500.00
6,293,250.00
6,298,625.00
453,250.00
153,625.00
86,420,000 43,617,205.55 130,037,205.55

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 9

BOND DEBT SERVICE
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Period
Ending
Annual
Debt ServicePrincipal Coupon Interest Debt Service
12/01/2025
06/01/2026
06/30/2026
12/01/2026
06/01/2027
06/30/2027
12/01/2027
06/01/2028
06/30/2028
12/01/2028
06/01/2029
06/30/2029
12/01/2029
06/01/2030
06/30/2030
12/01/2030
06/01/2031
06/30/2031
12/01/2031
06/01/2032
06/30/2032
12/01/2032
06/01/2033
06/30/2033
12/01/2033
06/01/2034
06/30/2034
12/01/2034
06/01/2035
06/30/2035
12/01/2035
06/01/2036
06/30/2036
12/01/2036
06/01/2037
06/30/2037
12/01/2037
06/01/2038
06/30/2038
12/01/2038
06/01/2039
06/30/2039
12/01/2039
06/01/2040
06/30/2040
12/01/2040
06/01/2041
06/30/2041
12/01/2041
06/01/2042
06/30/2042
12/01/2042
06/01/2043
06/30/2043
12/01/2043
06/30/2044
4,905,000 5.000% 1,968,455.55
2,037,875.00
6,873,455.55
2,037,875.00
8,911,330.55
7,775,875.00
7,747,000.00
7,744,000.00
7,750,500.00
7,746,000.00
6,385,000.00
6,364,125.00
6,369,625.00
6,365,625.00
6,347,250.00
6,339,125.00
6,320,750.00
6,336,000.00
6,319,250.00
6,315,375.00
6,308,500.00
3,795,000
3,960,000
4,160,000
4,380,000
4,600,000
3,440,000
3,595,000
3,785,000
3,975,000
4,160,000
4,365,000
4,570,000
4,820,000
5,050,000
5,305,000
5,570,000
5,840,000
6,145,000
86,420,000

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%

5.000%
2,037,875.00
1,943,000.00
5,832,875.00
1,943,000.00
1,943,000.00
1,844,000.00
5,903,000.00
1,844,000.00
1,844,000.00
1,740,000.00
6,004,000.00
1,740,000.00
1,740,000.00
1,630,500.00
6,120,000.00
1,630,500.00
1,630,500.00
1,515,500.00
6,230,500.00
1,515,500.00
1,515,500.00
1,429,500.00
4,955,500.00
1,429,500.00
1,429,500.00
1,339,625.00
5,024,500.00
1,339,625.00
1,339,625.00
1,245,000.00
5,124,625.00
1,245,000.00
1,245,000.00
1,145,625.00
5,220,000.00
1,145,625.00
1,145,625.00
1,041,625.00
5,305,625.00
1,041,625.00
1,041,625.00
932,500.00
5,406,625.00
932,500.00
932,500.00
818,250.00
5,502,500.00
818,250.00
818,250.00
697,750.00
5,638,250.00
697,750.00
697,750.00
571,500.00
5,747,750.00
571,500.00
571,500.00
438,875.00
5,876,500.00
438,875.00
438,875.00
299,625.00
6,008,875.00
299,625.00
299,625.00
153,625.00
6,139,625.00
153,625.00
6,293,250.00
6,298,625.00
153,625.00 6,298,625.00
43,617,205.55 130,037,205.55 130,037,205.55

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 10

UNDERWRITER'S DISCOUNT
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Underwriter's Discount $/1000 Amount
Average Takedown
Underwriter's Counsel
Ipreo Book Running
Ipreo Order Monitor
Ipreo Wire Charges
Ipreo Sales Tax
DTC Charges
CUSIP
CDIAC Fees
DAC Continuing Disclosure

3.50000

0.28928

0.06490

0.03150

0.00148

0.00864

0.01128

0.01016

0.05786

0.00579
302,470.00
25,000.00
5,608.66
2,722.23
127.90
746.67
975.00
878.00
5,000.00
500.00

3.98089 344,028.46

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 11

COST OF ISSUANCE
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Cost of Issuance $/1000

4.04999

4.04999
Amount
350,000.00
350,000.00
Cost of Issuance

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 12

ESCROW REQUIREMENTS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Period
Ending
Principal
RedeemedInterest
1,485,800.75
1,485,800.75
Total
100,935,800.75
100,935,800.75
09/14/2025 99,450,000
99,450,000

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 13

ESCROW COST
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Type of
Security
Maturity
Date
Par
Amount
Total
CostRate Cost
99,878,833
99,878,833
SLGS 09/14/2025 99,878,833 4.340%
99,878,833
99,878,833.00
99,878,833.00
Purchase
Date
Cost of
Securities
Cash
Deposit
Total
Escrow Cost
99,878,836.42
99,878,836.42
06/17/2025 99,878,833
99,878,833

3.42 3.42

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 14

ESCROW CASH FLOW
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Net Escrow
Date Principal
99,878,833.00
99,878,833.00
Interest
1,056,964.33
1,056,964.33
Receipts
100,935,797.33
100,935,797.33
09/14/2025
Escrow Cost Summary
Purchase date
Purchase cost of securities
06/17/2025
99,878,833.00

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 15

ESCROW SUFFICIENCY
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Escrow
Requirement
Net Escrow
Receipts
Excess
Receipts
Excess
BalanceDate
06/17/2025
09/14/2025

3.42 100,935,797.33

3.42 -3.42

3.42 100,935,800.75
100,935,800.75 100,935,800.75 0.00

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 16

ESCROW STATISTICS
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Modified
Duration
(years)
Yield to
Receipt
Date
Yield to
Disbursement
Date
Perfect
Escrow
Cost
Value of
Negative
Arbitrage
Total
Escrow Cost
Cost of
Dead TimeEscrow
Refunding of 2005A, Global Proceeds Escrow:
9,265,583.26 0.236 4.403725% 4.403725%

4.403725%

4.403725%

4.403725%

4.403726%
9,270,775.03
11,504,281.20
42,844,902.67
31,727,596.64
-5,191.78
-6,442.58
-23,993.82
-17,767.96

0.01 Refunding of 2006 Housing, Global Proceeds Escrow:
11,497,838.62 0.236 4.403725%
Refunding of 2006 Sr Non-Housing, Global Proceeds Escrow:
42,820,908.86 0.236 4.403725% 0.01

0.01 Refunding of 2007 Sub Non-Housing, Global Proceeds Escrow:
31,709,828.69 0.236 4.403725%
Refunding of 2008 Sub Non-Housing, Global Proceeds Escrow:
4,584,676.99 0.236 4.403726% 4,587,245.91
99,934,801.45
-2,568.93 0.01

0.0499,878,836.42 -55,965.07
Delivery date
Arbitrage yield
06/17/2025

4.166963%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 17

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding of 2005A
Dated Date 06/17/2025
06/17/2025

4.166963%

4.403725%
-5,191.78
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
7,415,000.00

3.441794%

3.554930%

5.000000%

2.962
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
9,245,000.00

4.497803%

3.085
PV of prior debt to 06/17/2025 @ 4.166963%
Net PV Savings
9,349,291.34
-30,257.43
Percentage savings of refunded bonds
Percentage savings of refunding bonds
-0.327284%
-0.408057%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 18

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding of 2006 Housing
Dated Date 06/17/2025
06/17/2025

4.166963%

4.403725%
-6,442.58
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
10,120,000.00

4.054433%

4.274442%

5.000000%

10.788
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
11,460,000.00

4.954823%

10.860
PV of prior debt to 06/17/2025 @ 4.166963%
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
12,223,891.09
464,468.64

4.052955%

4.589611%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 19

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding of 2006 Sr Non-Housing
Dated Date 06/17/2025
06/17/2025

4.166963%

4.403725%
-23,993.82
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
36,780,000.00

4.054448%

4.274430%

5.000000%

10.763
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
42,680,000.00

4.954789%

10.858
PV of prior debt to 06/17/2025 @ 4.166963%
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
45,524,378.32
1,751,881.30

4.104689%

4.763136%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 20

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding of 2007 Sub Non-Housing
Dated Date 06/17/2025
06/17/2025

4.166963%

4.403725%
-17,767.96
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
27,710,000.00

4.053786%

4.273781%

5.000000%

10.747
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
31,510,000.00

5.973660%

11.155
PV of prior debt to 06/17/2025 @ 4.166963%
Net PV Savings
Percentage savings of refunded bonds
Percentage savings of refunding bonds
36,409,921.99
3,984,409.98

12.644906%

14.378961%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 21

SUMMARY OF REFUNDING RESULTS
Southern California Logistics Airport Authority
Refunding of 2008 Sub Non-Housing
Dated Date 06/17/2025
06/17/2025

4.166963%

4.403726%
-2,568.93
Delivery Date
Arbitrage yield
Escrow yield
Value of Negative Arbitrage
Bond Par Amount
True Interest Cost
Net Interest Cost
Average Coupon
Average Life
4,395,000.00

4.055172%

4.275183%

5.000000%

10.822
Par amount of refunded bonds
Average coupon of refunded bonds
Average life of refunded bonds
4,555,000.00

6.000000%

11.175
PV of prior debt to 06/17/2025 @ 4.166963%
Net PV Savings
5,275,320.67
576,883.44
Percentage savings of refunded bonds
Percentage savings of refunding bonds

12.664840%

13.125903%

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 22

SAVINGS
Southern California Logistics Airport Authority
Refunding of 2005A
Present Value
to 06/17/2025
@ 4.1669632%
Prior
Debt Service
Refunding
Debt ServiceDate Savings
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
1,759,400.00
1,761,750.00
1,755,600.00
1,756,525.00
1,759,187.50
1,753,587.50
1,733,897.22
1,362,750.00
1,352,125.00
1,353,875.00
1,357,500.00
1,353,000.00
25,502.78
399,000.00
403,475.00
402,650.00
401,687.50
400,587.50
24,485.81
375,331.64
364,310.40
348,972.35
334,165.64
319,877.16
10,546,050.00 8,513,147.22 2,032,902.78 1,767,142.99
Savings Summary
PV of savings from cash flow 1,767,142.99
Less: Prior funds on hand
Plus: Refunding funds on hand
-1,797,890.00
489.58
Net PV Savings -30,257.43

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 23

SAVINGS
Southern California Logistics Airport Authority
Refunding of 2006 Housing
Present Value
to 06/17/2025
@ 4.1669632%
Prior
Debt Service
Refunding
Debt ServiceDate Savings
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
06/30/2032
06/30/2033
06/30/2034
06/30/2035
06/30/2036
06/30/2037
06/30/2038
06/30/2039
06/30/2040
06/30/2041
06/30/2042
06/30/2043
06/30/2044
933,862.50
936,087.50
932,525.00
933,175.00
932,925.00
931,775.00
934,612.50
930,125.00
928,250.00
930,000.00
930,250.00
929,000.00
926,250.00
926,875.00
925,750.00
922,875.00
923,125.00
921,375.00
922,500.00
902,761.11
820,875.00
818,250.00
819,750.00
820,250.00
819,750.00
823,125.00
815,500.00
816,875.00
817,000.00
815,875.00
813,500.00
809,875.00
814,750.00
813,000.00
809,750.00
809,875.00
808,250.00
809,750.00
31,101.39
115,212.50
114,275.00
113,425.00
112,675.00
112,025.00
111,487.50
114,625.00
111,375.00
113,000.00
114,375.00
115,500.00
116,375.00
112,125.00
112,750.00
113,125.00
113,250.00
113,125.00
112,750.00
29,964.69
107,973.95
102,772.61
97,890.31
93,317.12
89,032.72
85,027.41
83,923.47
78,262.97
76,225.39
74,063.92
71,798.40
69,447.01
64,226.08
62,000.80
59,719.68
57,396.15
55,042.42
52,669.61
17,651,337.50 15,578,761.11 2,072,576.39 1,410,754.73
Savings Summary
PV of savings from cash flow 1,410,754.73
Less: Prior funds on hand
Plus: Refunding funds on hand
-945,975.00
-311.09
Net PV Savings 464,468.64

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 24

SAVINGS
Southern California Logistics Airport Authority
Refunding of 2006 Sr Non-Housing
Present Value
to 06/17/2025
@ 4.1669632%
Prior
Debt Service
Refunding
Debt ServiceDate Savings
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
06/30/2032
06/30/2033
06/30/2034
06/30/2035
06/30/2036
06/30/2037
06/30/2038
06/30/2039
06/30/2040
06/30/2041
06/30/2042
06/30/2043
06/30/2044
3,479,037.50
3,482,887.50
3,478,700.00
3,476,475.00
3,475,987.50
3,477,012.50
3,474,437.50
3,463,375.00
3,463,125.00
3,462,750.00
3,457,125.00
3,451,125.00
3,449,375.00
3,446,500.00
3,447,125.00
3,441,000.00
3,442,750.00
3,432,125.00
3,433,750.00
3,356,266.67
2,980,625.00
2,976,375.00
2,974,000.00
2,973,250.00
2,973,875.00
2,970,750.00
2,959,000.00
2,963,250.00
2,963,000.00
2,953,375.00
2,949,250.00
2,945,250.00
2,946,000.00
2,946,125.00
2,940,500.00
2,938,875.00
2,931,000.00
2,931,500.00
122,770.83
502,262.50
502,325.00
502,475.00
502,737.50
503,137.50
503,687.50
504,375.00
499,875.00
499,750.00
503,750.00
501,875.00
504,125.00
500,500.00
501,000.00
500,500.00
503,875.00
501,125.00
502,250.00
117,934.49
470,598.77
451,687.02
433,610.23
416,349.38
399,884.05
384,183.34
369,273.77
351,285.19
337,114.81
326,202.80
311,964.08
300,817.48
286,693.82
275,498.54
264,216.64
255,368.92
243,828.13
234,619.16
65,734,662.50 56,572,266.67 9,162,395.83 6,231,130.62
Savings Summary
PV of savings from cash flow 6,231,130.62
Less: Prior funds on hand
Plus: Refunding funds on hand
-4,483,117.00
3,867.68
Net PV Savings 1,751,881.30

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 25

SAVINGS
Southern California Logistics Airport Authority
Refunding of 2007 Sub Non-Housing
Present Value
to 06/17/2025
@ 4.1669632%
Prior
Debt Service
Refunding
Debt ServiceDate Savings
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
06/30/2032
06/30/2033
06/30/2034
06/30/2035
06/30/2036
06/30/2037
06/30/2038
06/30/2039
06/30/2040
06/30/2041
06/30/2042
06/30/2043
06/30/2044
2,789,830.00
2,790,370.00
2,787,830.00
2,785,105.00
2,781,802.50
2,779,485.00
2,777,852.50
2,776,605.00
2,770,425.00
2,769,005.00
2,767,057.50
2,764,282.50
2,760,382.50
2,754,976.25
2,752,608.75
2,752,760.00
2,745,128.75
2,739,420.00
2,744,736.25
2,537,797.22
2,249,500.00
2,245,875.00
2,244,875.00
2,241,375.00
2,240,250.00
2,236,375.00
2,234,625.00
2,229,875.00
2,227,000.00
2,225,750.00
2,221,000.00
2,217,625.00
2,215,375.00
2,214,000.00
2,213,250.00
2,203,125.00
2,198,500.00
2,203,750.00
252,032.78
540,870.00
541,955.00
540,230.00
540,427.50
539,235.00
541,477.50
541,980.00
540,550.00
542,005.00
541,307.50
543,282.50
542,757.50
539,601.25
538,608.75
539,510.00
542,003.75
540,920.00
540,986.25
242,383.29
504,680.75
485,356.86
464,376.25
445,910.07
427,079.62
411,688.37
395,577.50
378,748.00
364,600.79
349,594.37
336,887.40
323,156.23
308,490.11
295,690.10
284,439.69
274,441.85
263,064.04
252,714.26
52,589,662.50 42,599,922.22 9,989,740.28 6,808,879.54
Savings Summary
PV of savings from cash flow 6,808,879.54
Less: Prior funds on hand
Plus: Refunding funds on hand
-2,824,473.00

3.44 Net PV Savings 3,984,409.98

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 26

SAVINGS
Southern California Logistics Airport Authority
Refunding of 2008 Sub Non-Housing
Present Value
to 06/17/2025
@ 4.1669632%
Prior
Debt Service
Refunding
Debt ServiceDate Savings
06/30/2026
06/30/2027
06/30/2028
06/30/2029
06/30/2030
06/30/2031
06/30/2032
06/30/2033
06/30/2034
06/30/2035
06/30/2036
06/30/2037
06/30/2038
06/30/2039
06/30/2040
06/30/2041
06/30/2042
06/30/2043
06/30/2044
409,100.00
405,550.00
401,700.00
397,550.00
402,800.00
402,300.00
401,200.00
399,500.00
406,900.00
403,400.00
399,300.00
399,450.00
393,850.00
407,050.00
394,200.00
395,600.00
400,650.00
399,350.00
401,700.00
380,608.33
362,125.00
354,375.00
351,500.00
358,125.00
359,125.00
354,750.00
355,000.00
359,625.00
358,625.00
352,250.00
355,375.00
348,000.00
359,875.00
346,125.00
351,875.00
356,625.00
355,500.00
353,625.00
28,491.67
43,425.00
47,325.00
46,050.00
44,675.00
43,175.00
46,450.00
44,500.00
47,275.00
44,775.00
47,050.00
44,075.00
45,850.00
47,175.00
48,075.00
43,725.00
44,025.00
43,850.00
48,075.00
27,421.57
40,386.07
42,290.28
39,487.49
36,760.21
34,089.85
35,236.89
32,394.40
33,061.23
30,050.39
30,333.63
27,272.63
27,253.46
26,936.20
26,367.62
23,026.64
22,274.12
21,315.82
22,457.57
7,621,150.00 6,773,108.33 848,041.67 578,416.07
Savings Summary
PV of savings from cash flow 578,416.07
Plus: Refunding funds on hand -1,532.63
Net PV Savings 576,883.44

Jan 21, 2025 9:54 pm Prepared by DBC Finance (Finance 8.901 Southern California Logistics Airport Authority_2024-12-06:1725-2025_R1) Page 27

UNIVERSAL FORMULA VERIFICATION
Southern California Logistics Airport Authority
Refunding Tax Allocation Bonds, Series 2025
**** Preliminary ****
Interest Rates as of 1/6/2025 | BBB Underlying Rating | Insurance + Surety Reserve Component Formula Value
INS
INS
SUR
SUR
SUR
SUR
ISS
ISS
ISS
ISS
ISS
ISS
ISS
ISS
ISS
ISS
ISS

1.700% of total adjusted Debt Service
Bond Insurance @ 1.70%
6% of 10% of Par Amount
6% of maximum annual Debt Service
6% of 125% of average annual Debt Service
Surety Reserve @ 6.00%
350,000

3.50 per bond
25,000
.0649 per bond
.0315 per bond
.00148 per bond
.00864 per bond
975
878
5,000
500
2,210,632.49
2,210,632.49
518,520.00
534,679.83
528,447.40
518,520.00
350,000.00
302,470.00
25,000.00
5,608.66
2,722.23
127.90
746.67
975.00
878.00
5,000.00
500.00
Attachment D

4866-1778-8159v7/022726-0006

INDENTURE OF TRUST
Dated as of [June] 1, 2025
by and between the

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Relating to
$__________

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS, SERIES 2025A

TABLE OF CONTENTS
Page
i
4866-1778-8159v7/022726-0006

ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01 Findings and Determinations ..................................................................................... 4 Section 1.02 Definitions ................................................................................................................. 4 Section 1.03 Rules of Construction .............................................................................................. 16

ARTICLE II

AUTHORIZATION AND TERMS
Section 2.01 Authorization of 2025 Bonds ................................................................................... 16 Section 2.02 Terms of 2025 Bonds ............................................................................................... 17 Section 2.03 Redemption of 2025 Bonds ..................................................................................... 18 Section 2.04 Form of 2025 Bonds ................................................................................................ 21 Section 2.05 Execution of Bonds .................................................................................................. 21 Section 2.06 Transfer of Bonds .................................................................................................... 21 Section 2.07 Exchange of Bonds .................................................................................................. 22 Section 2.08 Registration of Bonds .............................................................................................. 22 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen............................................................ 22 Section 2.10 Book-Entry System .................................................................................................. 23 Section 2.11 Applicability of Provisions to Parity Debt ............................................................... 24

ARTICLE III
DEPOSIT AND APPLICATION; ADDITIONAL DEBT
Section 3.01 Issuance of Bonds .................................................................................................... 24 Section 3.02 Application of Proceeds of Sale and Certain Other Amounts ................................. 24 Section 3.03 Costs of Issuance Fund ............................................................................................ 25 Section 3.04 Issuance of Senior Bonds to Refund Senior Bonds ................................................. 25 Section 3.05 Issuance of Parity Debt ............................................................................................ 26 Section 3.06 Issuance of Subordinate Debt .................................................................................. 26

ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01 Security of Bonds; Equal Security ........................................................................... 26 Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues ............................................................................................. 27 Section 4.03 Deposit of Amounts by Trustee ............................................................................... 27 Section 4.04 Rebate Fund ............................................................................................................. 30 Section 4.05 Provisions Relating to 2025 Insurance Policy ......................................................... 32 Section 4.06 Provisions Relating to 2025 Reserve Policy ............................................................ 32

ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section 5.01 Punctual Payment .................................................................................................... 32 Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances ............................ 32 Section 5.03 Extension of Payment .............................................................................................. 32 Section 5.04 Payment of Claims ................................................................................................... 32 Section 5.05 Books and Accounts; Financial Statements ............................................................. 33

TABLE OF CONTENTS
(continued)
Page

ii
4866-1778-8159v7/022726-0006
Section 5.06 Protection of Security and Rights of Owners .......................................................... 33 Section 5.07 Payments of Taxes and Other Charges .................................................................... 33 Section 5.08 Taxation of Leased Property .................................................................................... 33 Section 5.09 Disposition of Property ............................................................................................ 34 Section 5.10 Maintenance of Pledged Tax Revenues ................................................................... 34 Section 5.11 Tax Covenants ......................................................................................................... 34 Section 5.12 Continuing Disclosure ............................................................................................. 35 Section 5.13 Compliance with the Dissolution Act ...................................................................... 35 Section 5.14 Further Assurances .................................................................................................. 37 Section 5.15 [Continued Existence of Authority .......................................................................... 37 Section 5.16 [Last and Final Recognized Obligation Payment Schedule ..................................... 37 Section 5.17 [Meet and Confer; Recognized Obligation Payment Schedule ............................... 37

ARTICLE VI

THE TRUSTEE
Section 6.01 Duties, Immunities and Liabilities of Trustee ......................................................... 38 Section 6.02 Merger or Consolidation .......................................................................................... 39 Section 6.03 Liability of Trustee .................................................................................................. 40 Section 6.04 Right to Rely on Documents and Opinions ............................................................. 42 Section 6.05 Preservation and Inspection of Documents ............................................................. 43 Section 6.06 Compensation and Indemnification ......................................................................... 43 Section 6.07 Deposit and Investment of Moneys in Funds .......................................................... 43 Section 6.08 Accounting Records and Financial Statements ....................................................... 45 Section 6.09 Other Transactions with Authority .......................................................................... 45

ARTICLE VII

MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01 Amendment With And Without Consent of Owners ............................................... 45 Section 7.02 Effect of Supplemental Indenture ............................................................................ 46 Section 7.03 Endorsement or Replacement of Bonds After Amendment .................................... 46 Section 7.04 Amendment by Mutual Consent .............................................................................. 46 Section 7.05 Opinion of Counsel .................................................................................................. 47 Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s .......................................... 47

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default and Acceleration of Maturities ................................................... 47 Section 8.02 Application of Funds Upon Acceleration ................................................................ 49 Section 8.03 Power of Trustee to Control Proceedings ................................................................ 49 Section 8.04 Limitation on Owner’s Right to Sue ........................................................................ 49 Section 8.05 Non-Waiver ............................................................................................................. 50 Section 8.06 Actions by Trustee as Attorney-in-Fact ................................................................... 50 Section 8.07 Remedies Not Exclusive .......................................................................................... 51 Section 8.08 Determination of Percentage of Bondowners .......................................................... 51 Section 8.09 [Rights of 2025 Insurer ............................................................................................ 51

TABLE OF CONTENTS
(continued)
Page

iii
4866-1778-8159v7/022726-0006
Section 8.10 [2025 Insurer as Owner ........................................................................................... 51 Section 8.11 [Special Provisions for 2025 Insurer Default .......................................................... 51

ARTICLE IX

MISCELLANEOUS
Section 9.01 Special Obligations .................................................................................................. 52 Section 9.02 Benefits Limited to Parties ...................................................................................... 52 Section 9.03 Successor is Deemed Included in All References to Predecessor ........................... 52 Section 9.04 Discharge of Indenture ............................................................................................ 52 Section 9.05 Execution of Documents and Proof of Ownership by Owners ................................ 54 Section 9.06 Disqualified Bonds .................................................................................................. 54 Section 9.07 Waiver of Personal Liability .................................................................................... 54 Section 9.08 Destruction of Cancelled Bonds .............................................................................. 54 Section 9.09 Notices ..................................................................................................................... 55 Section 9.10 Partial Invalidity ...................................................................................................... 55 Section 9.11 Unclaimed Moneys .................................................................................................. 55 Section 9.12 Execution in Counterparts ....................................................................................... 56 Section 9.13 Governing Law ........................................................................................................ 56

Signatures ............................................................................................................................... S-1

EXHIBIT A FORM OF BOND .................................................................................................. A-1 EXHIBIT B REDEVELOPMENT PLAN ................................................................................. B-1

4866-1778-8159v7/022726-0006

INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this “Indenture”) is made and entered into and dated as of [June] 1, 2025 , by and between the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”) , and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Authority is a joint exercise of powers authority and a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act, including Articles 1 through 4 of Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code of the State of California (referred to herein as the “JPA Law”) and the SCLAA JPA (defined below); WHEREAS, the powers of the Authority include the power to issue bonds and incur other indebtedness for any of its corporate purposes;
WHEREAS, the Victor Valley Economic Development Authority (“VVEDA”) is a joint exercise of powers authority created pursuant to the JPA Law and an agreement entered into among the County of San Bernardino (the “County”), the cities of Hesperia, Victorville, and Ade lanto, and the Town of Apple Valley (collectively, the “VVEDA Members”); WHEREAS, VVEDA was authorized by Health and Safety Code Section 33492.40 to exercise the powers of a redevelopment agency pursuant to the California Community Redevelopment Law, Health and Safety Code Section 33000, et seq., with respect to the VVEDA Project Area (defined below);
WHEREAS, the VVEDA Members are parties to that certain Fourth Amended and Restated Joint Exercise of Powers Agreement Creating Victor Valley Economic Development Authority (the “VVEDA JPA”), which constitutes the joint exercise of powers agreement pursuant to which VVEDA is formed and operates;
WHEREAS, VVEDA adopted and approved the Amended Redevelopment Plan for the Victor Valley Redevelopment Project Area (as amended from time to time, the “Redevelopment Plan”), which established the redevelopment project area known and designated as the Victor Valley Redevelopment Project Area (the “VVEDA Project Area”), and all requirements of law for, and precedent to, the adoption and approval of the Redevelopment Plan have been duly complied with; WHEREAS, the VVEDA Project Area is located in the County and includes the former George Air Force Base, now referred to as the Southern California Logistics Airport (the “Airport”) and land immediately adjacent to the Airport or in proximity thereto located within the cities of Hesperia, Victorville, Adelanto, the Town of Apple Valley, and unincorporated areas of the County; WHEREAS, in accordance with the terms of the VVEDA JPA, VVEDA delegated its decision-making authority with respect to the Airport to the Authority, including the authority to issue

2 4866-1778-8159v7/022726-0006
bonds and notes secured by tax increment revenues to finance and refinance redevelopment activities at the Airport;
WHEREAS, in addition to the authority delegated to it by VVEDA, the Authority also retains all of its inherent powers as a joint exercise of powers authority pursuant to the JPA Law and the SCLAA JPA, as described below;
WHEREAS, pursuant to the Second Amended and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority (the “SCLAA JPA”) by and among the City of Victorville (the “City”), Successor Agency to the Victorville Redevelopment Agency, [and the Victorville Water District], the Authority may exercise redevelopment powers within the territory comprising the Airport, including the power to collect tax increment revenues allocated to the Authority by the VVEDA Members and tax increment revenues generated from activity at the Airport;
WHEREAS, pursuant to the VVEDA JPA and the SCLAA JPA, the Authority is empowered to pledge all tax increment revenues generated by activities at the Airport and the portion of property tax increment revenues allocated to the Authority by the VVEDA Members to secure the issuance of tax allocation bonds or notes, and all such bond or note proceeds are required to be used solely for the financing and refinancing of the redevelopment of the Airport; WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the Law, and the California Supreme Court ’s decision in California Redevelopment Association v. Matosantos , the redevelopment functions of VVEDA were dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 (as amended, the “Dissolution Act”); WHEREAS, on January 12, 2012, the Board of Commissioners of VVEDA adopted Resolution No. 12-002 electing to serve as the successor agency to the redevelopment functions of VVEDA pursuant to Health and Safety Code Section 34173; WHEREAS, as permitted by the VVEDA JPA and the Redevelopment Plan, the Authority previously issued the various series of tax allocation bonds described herein and defined in Section 1.01 as the 2005A Bonds (Senior Lien), the 2006 Bonds (Senior Lien) , the 2006 Bonds (Housing), the 2007 Bonds (Subordinate), and the 2008A Bonds (Subordinate; Current Interest Bonds) (collectively, the “Refunded Bonds”);
WHEREAS, the proceeds of the Refunded Bonds were used to finance and refinance certain projects within and to the benefit of the Airport, which projects are more fully described in the proceedings for the Refunded Bonds (the “SCLAA Redevelopment Project”); WHEREAS, as permitted by the VVEDA JPA and the Redevelopment Plan, the Authority previously issued the various series of tax allocation bonds defined below as the “Senior Bonds”; WHEREAS, the obligation of the Authority to repay the Senior Bonds and the Refunded Bonds is secured by a pledge of and lien on specified portions of the property tax increment revenues generated in the VVEDA Project Area, including the Airport, and allocated to the Authority pursuant to the VVEDA JPA, as provided in each of the indentures pursuant to which the Senior Bonds and the Refunded Bonds were issued;

3 4866-1778-8159v7/022726-0006
WHEREAS, the Authority is authorized by Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”) and the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the “Marks-Roos Act”) to issue bonds to refinance the Refunded Bonds; WHEREAS, the Authority desires to refund the Refunded Bonds, [in whole] pursuant to the Refunding Law, the Marks -Roos Act, the Dissolution Act, and the VVEDA JPA in order to achieve debt service savings;
WHEREAS, in order to provide moneys to refund the Refunded Bonds, the Authority has determined to issue its Junior Lien Tax Allocation Refunding Bonds, Series 2025A (the “2025 Bonds”);
WHEREAS, California Health and Safety Code Section 34177.5(a)(1) authorizes redevelopment successor agencies to refund outstanding bonds or other indebtedness provided that:
(i) the total interest cost to maturity on the refunding bonds or other indebtedness, plus the principal amount of the refunding bonds or other indebtedness, does not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded, plus the remaining principal of the bonds or other indebtedness to be refunded; and (ii) the principal amount of the refunding bonds or other indebtedness does not exceed the amount required to defease the bonds or other indebtedness to be refunded, to establish customary debt service reserves and to pay related costs of issuance; WHEREAS, although the Authority is not a “successor agency” within the meaning of the Dissolution Act, the Authority has determined that the refunding of the Refunded Bonds will comply with the parameters of Health and Safety Code Section 34177.5(a)(1); WHEREAS, the Authority, the VVEDA Members, the San Bernardino Countywide Oversight Board (the “Oversight Board”), and the California Department of Finance (the “ Department of Finance”) have treated VVEDA as the “successor agency” for purposes of winding down the redevelopment functions of VVEDA;
WHEREAS, the issuance of the 2025 Bonds to refund the Refunded Bonds has been approved by resolution of the Board of Commissioners of SCLAA (the “SCLAA Commission”) adopted on [February 4], 2025, by resolution of the Board of Commissioners of VVEDA adopted on [February 13], 2025, by resolution of the Oversight Board adopted on [March 6], 2025, and by letter of the Department of Finance dated _______, 2025;
WHEREAS, on [February 4], 2025, the City Council of the City held a duly noticed public hearing regarding the issuance of the 2025 Bonds by the Authority and adopted a resolution dated [February 4], 2025 (i) approving the issuance of the 2025 Bonds, (ii) making a finding of significant public benefit in accordance with the criteria specified in Section 6586 of the Government Code, and (iii) irrevocably making the Victorville Pledge (defined below) in favor of the 2025 Bonds; WHEREAS, the 2025 Bonds will be secured by a pledge of and lien on the Pledged Tax Revenues (defined herein) on a subordinate basis to the Senior Bonds and subject to the prior payment by the County Auditor Controller of certain amounts to the County for administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code and to taxing entities pursuant to the Redevelopment Plan, certain tax sharing agreements, and Sections 33607.5, 33607.7

4 4866-1778-8159v7/022726-0006
and 33676 of the Law (unless such payments are subordinated to payments on the 2025 Bonds and Parity Debt pursuant to Section 33607.5(e) of the Law or Section 34177.5(c) of the Dissolution Act); WHEREAS, in order to provide for the authentication and delivery of the 2025 Bonds, to establish and declare the terms and conditions upon which the 2025 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the Authority and the Trustee have duly authorized the execution and delivery of this Indenture;
WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the 2025 Bonds when executed by the Authority, and authenticated and delivered by the Trustee, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done or taken; and
NOW, THEREFORE, THIS INDENTURE WITNESSETH , that in order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Bonds (as defined below), including the 2025 Bonds, issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bo nds, including the 2025 Bonds, are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds, including the 2025 Bonds, by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Authority and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, including the 2025 Bonds, as follows:

ARTICLE I

DETERMINATIONS; DEFINITIONS
Section 1.01 Findings and Determinations. The Authority has reviewed all proceedings heretofore taken and, as a result of such review, hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the 2025 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now duly empowered, pursuant to each and every requirement of law, to issue the 2025 Bonds in the manner and form provided in this Indenture.

Section 1.02 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Indenture, of any Supplemental Indenture, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. “Additional Allowance” means, as the date of calculation, the amount of Tax Revenues which, as shown in the Report of an Independent Redevelopment Consultant, are estimated to be receivable by the Authority as a result of increases in the assessed valuation of taxable property in the VVEDA Project Area due to construction which has been completed or transfers of ownership that have occurred but are not yet reflected on the tax rolls. For purposes of this definition, the term “increases in the assessed valu ation” means the amount by which the assessed valuation of taxable property in the VVEDA Project Area in any Fiscal Year is estimated to exceed the assessed valuation of taxable

5 4866-1778-8159v7/022726-0006
property in the VVEDA Project Area (as reported by the County Auditor -Controller) for the Fiscal Year for which such calculation is made.
“Airport” means the Southern California Logistics Airport, located on the site of the former George Air Force Base.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year.
“Bonds” means the 2025 Bonds and any Parity Debt issued in the form of bonds pursuant to a Supplemental Indenture.
“Bond Counsel” means (a) Stradling Yocca Carlson & Rauth LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority, of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code.
“Bond Year ” means each twelve (12) month period extending from December 2 in one calendar year to December 1 of the succeeding calendar year, both dates inclusive; provided that the first Bond Year with respect to the 2025 Bonds shall commence on the Closing Date and end on December 1, 2025.
“Business Day” means any day, other than a Saturday or Sunday or a day on which commercial banks in New York, New York, or any other city or cities where the Principal Corporate Trust Office of the Trustee is located are required or authorized by law to close or a day o n which the New York Stock Exchange or the payment system of the Federal Reserve System is closed. “City” means the City of Victorville.
“Closing Date” means the date on which a series of Bonds is delivered by the Authority to the original purchaser thereof. The Closing Date with respect to the 2025 Bonds is June __, 2025. “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate ” means that certain Continuing Disclosure Certificate, with respect to the 2025 Bonds, executed by the Authority, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Costs of Issuance ” means all items of expense directly or indirectly payable by or reimbursable to the Authority relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, bond insurance and surety bond premiums, if any, rating agency fees, filing and recording fees, initial fees and charges and first annual administrative fee of the Trustee and Escrow Bank and fees and expenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, accounting firms, continuing disclosure consultants, dissemination agent, and other consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds, administrative costs of the Authority, VVEDA, and the City incurred in connection with the issuance of the Bonds, expenses of the underwriters of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds.

6 4866-1778-8159v7/022726-0006
“Costs of Issuance Fund ” means the fund by that name established and held by the Trustee pursuant to Section 3.03.
“County” means the County of San Bernardino.
“County Auditor-Controller” means the Auditor-Controller of the County. “Debt Service Fund ” means the fund by that name established and held by the Trustee pursuant to Section 4.03.
“Defeasance Obligations” means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the City’s investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Authority as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the City’s investment policies then in effect), but only to the extent the same are acquired at Fair Market Value:
(a) Cash; and
(b) Federal Securities.
“Department of Finance” means the Department of Finance of the State of California. “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.10.
“Depository System Participant ” means any participant in the Depository ’s book -entry system.
“Dissolution Act” means California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011, as it has heretofore been amended and as it may hereafter be amended.
“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Escrow Bank” means The Bank of New York Mellon Trust Company, N.A. “Event of Default” means any of the events described in Section 8.01. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm ’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local

7 4866-1778-8159v7/022726-0006
Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. “Federal Securities” means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS), or obligations th e payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America. “Fiscal Year” means any twelve-month period beginning on July 1 in any year and extending to the next succeeding June 30, both dates inclusive, or any other twelve month period selected and designated by the Authority to the Trustee in writing as its official fiscal year period. “Indenture” means this Indenture of Trust by and between the Authority and the Trustee, as originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered into pursuant to the provisions hereof.
“Independent Accountant” means any accountant or firm of such accountants duly licensed or registered or entitled to practice as such under the laws of the State, appointed by the Authority, and who, or each of whom:
(a) is in fact independent and not under domination of the Authority, VVEDA or the City;
(b) does not have any substantial interest, direct or indirect, with the Authority, VVEDA or the City; and
(c) is not connected with the Authority, VVEDA or the City as an officer or employee of the Authority, VVEDA or the City, but who may be regularly retained to make reports to the Authority, VVEDA or the City.
“Independent Redevelopment Consultant” means any consultant or firm of such consultants appointed by the Authority, and who, or each of whom:
(a) is judged by the Authority to have experience in matters relating to the collection of Pledged Tax Revenues or otherwise with respect to the financing of redevelopment projects;
(b) is in fact independent and not under domination of the Authority, VVEDA or the City;
(c) does not have any substantial interest, direct or indirect, with the Authority, VVEDA or the City; and
(d) is not connected with the Authority, VVEDA or the City as an officer or employee of the Authority, VVEDA or the City, but who may be regularly retained to make reports to the Authority, VVEDA or the City.

8 4866-1778-8159v7/022726-0006
“Information Services” means, in accordance with then current guidelines of the Securities and Exchange Commission, such services providing information with respect to the redemption of bonds as the Authority may designate in a Written Request of the Authority filed with the Trustee. “Insurer” means the 2025 Insurer and, as applicable, the provider of a municipal bond or financial guaranty insurance policy with respect to other Bonds. “Interest Account ” means the account by that name established and held by the Trustee pursuant to Section 4.03(a).
“Interest Payment Date” means each June 1 and December 1, commencing June 1, 2025, for so long as any of the Bonds remain Outstanding hereunder. “JPA Law” means the Joint Exercise of Powers Act of the State of California (being Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State, as amended) and all laws amendatory thereof or supplemental thereto.
“Law” or “Redevelopment Law” means the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto (including the Dissolution Act). [“Late Payment Rate” means, as calculated by the 2025 Insurer, the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such bank, banking association or trust company bank as the 2025 Insurer in its sole and absolute discretion shall specify.] “Marks-Roos Act” means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7, Title 1 of the California Government Code. “Maximum Annual Debt Service” means, as of the date of calculation, the largest amount of principal and interest payments due with respect to the current or any future Bond Year payable in such Bond Year. For purposes of such calculation, there shall be excluded payments with respect to each series of Bonds to the extent that amounts due with respect to such series of Bonds are prepaid or otherwise discharged in accordance with this Indenture. “Moody’s” means Moody’s Investors Service and its successors. “Nominee” means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.10(a).

9 4866-1778-8159v7/022726-0006
“Outstanding” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.05) all Bonds except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Authority pursuant hereto. “Oversight Board ” means the San Bernardino Countywide Oversight Board established pursuant to Section 34179 of the Dissolution Act.
“Owner” or “Bondowner” means, with respect to any Bond, the person in whose name the ownership of such Bond shall be registered on the Registration Books. “Parity Debt” means any additional bonds, loans, advances or indebtedness issued or incurred by the Authority on a parity with the 2025 Bonds pursuant to Section 3.05, whether issued as Bonds under a Supplemental Indenture or issued under a Parity Debt Instrument. “Parity Debt Instrument” means a resolution, indenture of trust, supplemental indenture of trust, loan agreement, trust agreement or other instrument authorizing the issuance of any Parity Debt, other than a Supplemental Indenture.
“Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following which, at the time of investment, are legal investments under the laws of the State for the moneys proposed to be invested therein and are in compliance with the Authority’s investment policies then in effect (provided that the Trustee shall be entitled to rely upon any investment direction from the Authority as conclusive certification to the Trustee that investments described therein are legal and are in compliance with the Authority’s investment policies then in effect and are Permitted Investments), but only to the extent the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or fully guaranteed certificates of beneficial ownership of the U.S. Export -Import Bank; (ii) certificates of beneficial ownership of the Farmers Home Administration; (iii) Federal Housing Administration debentures; (iv) participation certificates of the General Services Administration; (v) Federal Financing Bank bonds and debentures; (vi) guaranteed mortgage -backed bonds or guaranteed pass -through obligations of Ginnie Mae (formerly known as the Government National Mortgage Association); (vii) guaranteed Title XI financings of the U.S. Maritime Administration; and (viii) project notes, local authority bonds, new

10 4866-1778-8159v7/022726-0006
communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development;
(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non -full faith and credit U.S. government agencies (stripped securities only as stripped by the agency itself): (i) senior debt obligations of the Federal Home Loan Bank System; (ii) participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation; (iii) mortgaged-backed securities and senior debt obligations of Fannie Mae; (iv) senior debt obligations of Sallie Ma e (formerly known as the Student Loan Marketing Association); (v) obligations of the Resolution Funding Corporation; and (vi) consolidated system- wide bonds and notes of the Farm Credit System;
(d) Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating in the highest investment category granted thereby from S&P or Moody’s (such funds may include those for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise); (e) Unsecured certificates of deposit and deposit accounts (having maturities of not more than 365 days) of any bank the short -term obligations of which are rated on the date of purchase “A-1+” or better by S&P and “P-1” by Moody’s and or certificates of deposit (including those of the Trustee, its parent and its affiliates) secured at all times by collateral that may be used by a national bank for purposes of satisfying its obligations to collateralize pursuant to federal law whic h are issued by commercial banks, savings and loan associations or mutual savings bank whose short - term obligations are rated on the date of purchase A-1 or better by S&P, Moody’s and Fitch; (f) Certificates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the Authority, time deposits, deposit accounts, demand deposits, trust funds, trust accounts, overnight bank deposits, interest -bearing deposits, other deposit products, or bankers acceptances of depository institutions , or interest bearing money market deposits or accounts (including those of the Trustee, its parent and its affiliates) that are fully insured by FDIC, including BIF and SAIF;
(g) Investment agreements, including guaranteed investment contracts, forward purchase agreements, reserve fund put agreements and collateralized investment agreements with an entity rated “Aa” or better by Moody’s and “AA” or better by S&P, or unconditionally guaranteed by an entity rated “Aa” or better by Moody’s and “AA” or better by S&P; (h) Commercial paper rated, at the time of investment or contractual commitment to invest therein, “Prime-1” by Moody’s and “A-1+” or better by S&P; (i) Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies; (j) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A3” or better by Moody’s, and “A-1+” by S&P; and

11 4866-1778-8159v7/022726-0006
(k) The Local Agency Investment Fund that is administered by the California Treasurer for the investment of funds belonging to local agencies within the State of California, provided that for investment of funds held by the Trustee, the Trustee is entitled to make investments and withdrawals in its own name as Trustee.

Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories. “Pledged Tax Revenues” means, on a subordinate basis to the Senior Bonds, and on a parity basis with the Parity Debt, (A) all tax increment revenues generated on the parcels comprising the Airport pledged and annually allocated and paid to the Authority pursuant to the Redevelopment Plan, the VVEDA JPA, and the SCLAA JPA, including all payments, subventions and reimbursements (if any) to the Authority specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, bu t excluding (i) amounts, if any, payable to a taxing entity , pursuant to the Tax Sharing Agreement or Sections 33607.5, 33607.7, or 33676 of the Law, and (ii) amounts, if any, received by the Authority pursuant to Section 16111 of the Government Code, (B) all tax increment revenues pledged and annually allocated and paid to the Authority by the VVEDA Members from the VVEDA Project Area, exclusive of the parcels comprising the Airport, pursuant to the Redevelopment Plan and the VVEDA JPA, including all payme nts, subventions and reimbursements (if any) to the VVEDA Members specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding (i) amounts, if any, payable to a taxing entity pursuant to the Tax Sharing Agreement or Sections 33607.5, 33607.7, or 33676 of the Law, and (ii) amounts, if any, received by the VVEDA Members pursuant to Section 16111 of the Government Code, and (C) the property tax increment revenues pledged by the City pursuant to the Victorville Pledge and actually received by the Authority.
“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.03(b).
“Principal Corporate Trust Office ” means the corporate trust office of the Trustee in Los Angeles, California, or such other or additional offices as the Trustee may designate in writing to the Authority from time to time as the corporate trust office for purposes of the Indenture; except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term means the office or agency of the Trustee at which, at any particular time, its corporate trust agency business is conducted.
“Qualified Reserve Account Credit Instrument ” means [(i) the 2025 Reserve Policy , and (ii)] an irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee with respect to other Bonds, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee:
(a) S&P or Moody’s have assigned a long-term credit rating to such bank or insurance company at the time of issuance of such Qualified Reserve Account Credit Instrument of “A” (without regard to modifier) or higher; (b) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (c) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to the Bonds with respect to which it is deposited or with respect to which funds are proposed to be released; and (d) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal

12 4866-1778-8159v7/022726-0006
Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture.
“Recognized Obligation Payment Schedule ” means a Recognized Obligation Payment Schedule, prepared by VVEDA or its designee(s) and approved by the Oversight Board and Department of Finance from time to time pursuant to subdivision (o) of Section 34177 of the California Health and Safety Code.
“Record Date” means, with respect to any Interest Payment Date, the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15th) calendar day is a Business Day.
“Redevelopment Obligation Retirement Fund” means the fund by that name established and maintained by VVEDA pursuant to California Health and Safety Code Section 34170.5(a) and administered by the Authority.
“Redevelopment Plan ” means the Amended Redevelopment Plan for the Victor Valley Redevelopment Project Area adopted by VVEDA on December 20, 2006 by Ordinance No. 12 and from time to time amended and/or restated as described in Exhibit B. “Redevelopment Property Tax Trust Fund ” and “RPTTF” mean the fund by that name established to hold tax increment revenues generated within the VVEDA Project Area pursuant to California Health and Safety Code Sections 34170.5(b) and 34172(c) and administered by the County Auditor-Controller.
“Refunded Bonds ” means, collectively, the 2005A Bonds (Senior Lien), the 2006 Bonds (Senior Lien), the 2006 Bonds (Housing), the 2007 Bonds (Subordinate), and the 2008A Bonds (Subordinate; Current Interest Bonds).
“Refunding Law” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State, and the acts amendatory thereof and supplemented thereto.
“Registration Books” means the records maintained by the Trustee pursuant to Section 2.08 for the registration and transfer of ownership of the Bonds. “Report” means a document in writing signed by an Independent Redevelopment Consultant and including:
(a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Indenture to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and
(c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report.

13 4866-1778-8159v7/022726-0006
“Reserve Account ” means the account by that name established and held by the Trustee pursuant to Section 4.03(c).
“Reserve Requirement” means, subject to Section 4.03(c) of this Indenture, with respect to the 2025 Bonds or any series (or multiple series) of Parity Debt for which a reserve is to be funded and as of any date of computation, the lesser of:
(i) 125% of the average Annual Debt Service with respect to such series (or multiple series) of Bonds,
(ii) Maximum Annual Debt Service with respect to such series (or multiple series) of Bonds, or
(iii) with respect to such series (or multiple series) of Bonds, 10% of the original principal amount of such series (or multiple series) of Bonds (or, if such series (or multiple series) of Bonds has more than a de minimis amount of original issue discoun t or premium, 10% of the issue price of such series (or multiple series) of Bonds);
provided, that in no event shall the Authority, in connection with the issuance or incurrence of Parity Debt be obligated to deposit an amount in the Reserve Account which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Account is so limited, the Reserve Requirement shall, in connection with the issuance of such Parity Debt, be increased only by the amount of such deposit as permitted by the Code; and, provided further that the Authority may meet all or a portion of the Reserve Requirement with respect to the 20 25 Bonds or any series (or multiple series) of Parity Debt for which a reserve is to be funded by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of Section 4.03(c) hereof. For the avoidance of doubt, the Reserve Requirement for any Bonds may, at the option of the Authority, be determined on a combined or standalone basis. As of the Closing Date, the Reserve Requirement for the 2025 Bonds is $_______________; the Reserve Requirement for the 2025 Bonds shall not increase f ollowing the Closing Date.
“ROPS Period ” means each annual period beginning on July 1 of any calendar year and ending on June 30 of the next calendar year, or such other period as provided in the Dissolution Act. “S&P” means S&P Global Ratings and its successors.
“SCLAA JPA” means the Second Amended and Restated Joint Exercise of Powers Agreement Creating the Southern California Logistics Airport Authority, by and among the City, the Successor Agency to the Victorville Redevelopment Agency, and the Victorville Water District, as amended from time to time.
“SCLAA Redevelopment Project ” means the undertaking of the Authority pursuant to the Redevelopment Plan and the Law for the redevelopment of the Airport. “Securities Depositories ” means The Depository Trust Company, New York, New York 10041-0099, Fax-(212) 855-7232; or, in accordance with then current guidelines of the Securities and

14 4866-1778-8159v7/022726-0006
Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Request of the Authority delivered to the Trustee. “Senior Bonds” means the following bonds previously issued by the Authority:
(i) $45,020,000 initial aggregate principal amount Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable Series 2006, issued on June 20, 2006 (the “2006 Taxable Bonds”); (ii) $34,980,000 initial aggregate principal amount Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable Forward Series, issued on November 1, 2006 (the “2006 Taxable Forward Bonds”); (iii) $64,165,000 initial aggregate principal amount Southern California Logistics Airport Authority Taxable Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2006, issued on November 21, 2006 (the “2006 Taxable Senior-Subordinate Bonds”); (iv) $41,460,000 initial aggregate principal amount Southern California Logistics Airport Authority Taxable Housing Set -Aside Revenue Parity Bonds (Southern California Logistics Airport Project) Series 2007, issued on March 27, 2007 (the “2007 Housing Bonds”); and (v) $7,349,924.85 initial aggregate principal amount Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as Capital Appreciation Bonds (the “2008A CABs”). “Senior Bonds Indenture” means any indenture or indenture of trust pursuant to which any series of Senior Bonds was issued, but only so long as such series of Senior Bonds remains outstanding. “Special Fund” means the fund held by the Authority established under this Indenture for the collection and deposit of Pledged Tax Revenues received in any Bond Year pursuant to Section 4.02. “State” means the State of California.
“Supplemental Indenture ” means any supplement to this Indenture which has been duly adopted or entered into by the Authority, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Sharing Agreements” means (a) certain payments required to be made to the following taxing agencies pursuant to Section 703 of the Redevelopment Plan, with respect to the 1993 Project Area (defined in the Redevelopment Plan) : Apple Valley Fire Protection District; Mojave Water Agency; Baldy Mesa County Water District; Mojave River County Water District; Apple Valley Park District and Hesperia Park District, (b) certain payments required to be made to the Mojave Water Agency pursuant to Section 704 of the Redevelopment Plan, with respect to the Fourth Amendment Added Area and the Eighth Amendment Added Area (defined in the Redevelopment Plan), and (c) certain payments required to be made to the following taxing agencies pursuant to the terms of agreements entered into between VVEDA and the applicable agency: the County Superintendent of Schools, Adelanto Elementary School District, Victorville Elementar y School District, Oro Grande Elementary School District, Victor Valley High School District, Apple Valley Unified School District, Hesperia Unified School District and Victor Valley Community College District.

15 4866-1778-8159v7/022726-0006
“Trustee” means The Bank of New York Mellon Trust Company, N.A., as trustee hereunder, or any successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI. “Victorville Pledge” means the express and irrevocable pledge by the City in favor of the 2025 Bonds, on a subordinate basis to the pledge in favor of the Senior Bonds, of the property tax increment revenues that the City would otherwise receive pursuant to the VVEDA JPA, including any amounts required to be used for low and moderate income housing purposes. The Victorville Pledge in favor of the 2025 Bonds is set forth in Resolution No. ____ adopted by the City Council of the City on _______, 2025.
“VVEDA” means the Victor Valley Economic Development Authority, a joint exercise of powers authority duly organized and existing pursuant to the JPA Law and the VVEDA JPA. “VVEDA JPA” means the Fourth Amended and Restated Joint Exercise of Powers Agreement Creating the Victor Valley Economic Development Authority, as amended, entered into by and among the VVEDA Members.
“VVEDA Members” means the Cities of Adelanto, Hesperia and Victorville, the Town of Apple Valley, and the County of San Bernardino.
“VVEDA Project Area” means the project area described in the Redevelopment Plan, known as the Victor Valley Redevelopment Project Area.
“Written Request of the Authority” or “Written Certificate of the Authority” means a request or certificate, in writing signed by the Executive Director or Treasurer of the Authority, or the designee of either, or by any other officer of the Authority or the City duly authorized by the Authority for that purpose.
“2005A (Senior Lien) Bonds” means the $42,185,000 initial aggregate principal amount Southern California Logistics Airport Authority Tax Allocation Parity Bonds (Southern California Logistics Airport Project) Series 2005A, issued on June 15, 2005. “2005A (Senior Lien) Bonds Escrow Agreement” means that certain 2005A Bonds (Senior Lien) Bonds Escrow Agreement dated as of [June] 1, 2025, by and between the Authority and the Escrow Bank, relating to the 2005A (Senior Lien) Bonds. “2006 (Housing) Bonds” means the $16,855,000 initial aggregate principal amount Southern California Logistics Airport Authority Housing Set -Aside Revenue Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006. “2006 (Housing) Bonds Escrow Agreement ” means that certain 2006 (Housing) Bonds Escrow Agreement dated as of [June] 1, 2025, by and between the Authority and the Escrow Bank, relating to the 2006 (Housing) Bonds.
“2006 (Senior Lien) Bonds” means the $62,780,000 initial aggregate principal amount Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006.

16 4866-1778-8159v7/022726-0006
“2006 (Senior Lien) Bonds Escrow Agreement” means that certain 2006 (Senior Lien) Bonds Escrow Agreement dated as of [June] 1, 2025, by and between the Authority and the Escrow Bank, relating to the 2006 (Senior Lien) Bonds.
“2007 (Subordinate) Bonds” means the $42,000,000 initial aggregate principal amount Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2007, issued on December 12, 2007. “2007 (Subordinate) Bonds Escrow Agreement ” means that certain 2007 (Subordinate) Bonds Escrow Agreement dated as of [June] 1, 2025, by and between the Authority and the Escrow Bank, relating to the 2007 (Subordinate) Bonds.
“2008A (Subordinate; Current Interest ) Bonds” means the Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as current interest bonds. “2008A (Subordinate; Current Interest) Bonds Escrow Agreement ” means that certain 2008A (Subordinate; Current Interest) Bonds Escrow Agreement dated as of [June] 1, 2025, by and between the Authority and the Escrow Bank, relating to the 2008A (Subordinate; Current Interest) Bonds.
“2025 Bonds” means the $__________ initial aggregate principal amount of Authority to the Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A.
[“2025 Insurance Policy” means the insurance policy issued by the 2025 Insurer guaranteeing the scheduled payment of principal of and interest on the 2025 Bonds when due.] [“2025 Insurer” means __________________, or any successor thereto or assignee thereof.] [“2025 Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the 2025 Insurer guaranteeing certain payments into the Reserve Account with respect to the 2025 Bonds as provided therein and subject to the limitation set forth therein.] Section 1.03 Rules of Construction . All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

AUTHORIZATION AND TERMS
Section 2.01 Authorization of 2025 Bonds. One initial issue of Bonds is hereby authorized to be issued by the Authority under and subject to the terms of this Indenture, the Refunding Law, the Marks-Roos Act, the Dissolution Act and the Law. This Indenture constitutes a continuing agreement with the Owners of all of the Bonds issued or to be issued hereunder and then Outstanding to secure the full and final payment of principal and redemption premiums (if any) and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. Such initial issue of Bonds shall be designated

17 4866-1778-8159v7/022726-0006
the “Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A .” The 2025 Bonds shall be issued in the initial aggregate principal amount o f $__________.

Section 2.02 Terms of 2025 Bonds. The 2025 Bonds shall be issued in fully registered form without coupons. The 2025 Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, so long as no 2025 Bond shall have more than one maturity date. The 2025 Bonds shall be dated as of their Closing Date. The 2025 Bonds shall be lettered and numbered as the Authority shall prescribe.

The 2025 Bonds shall mature and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rate per annum as follows:

Maturity Date
(December 1)
Principal
Amount
Interest
Rate
2025 $ %
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050

Each 2025 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before [November] 15, 2025, in which event it shall bear interest from its Closing Date; provided, however, that if, as of the date of authentication of any 2025 Bond, interest thereon is

18 4866-1778-8159v7/022726-0006
in default, such 2025 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

Interest on the 2025 Bonds (including the final interest payment upon maturity or redemption) is payable when due by wire or check of the Trustee mailed on the Interest Payment Date to the Owner thereof at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of 2025 Bonds, which written request is on file with the Trustee as of any Record Date, interest on such 2025 Bonds shall be paid on the succeeding Interest Payment Date by wire to such account in the United States as shall be specified in such written request. The principal of the 2025 Bonds and premium, if any, upon redemption, are payable in lawful money of the United States of America upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee.

Section 2.03 Redemption of 2025 Bonds.
(a) Optional Redemption. The 2025 Bonds maturing on or prior to December 1, 20___ are not subject to optional redemption. The 2025 Bonds maturing on or after December 1, 20___, are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after December 1, 20___, by such maturity or maturities as shall be directed by the Authority, from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium. The Authority shall provide written notice of its intention to redeem 2025 Bonds pursuant to this Section not later than thirty (30) days prior to the proposed redemption date, or such shorter period of time as the Trustee may agree to, such notice being for the convenience of the Trustee.
(b) Mandatory Sinking Fund Redemption. The 2025 Bonds maturing December 1, 20__ and December 1, 20__ (the “2025 Term Bonds”) shall also be subject to mandatory redemption in whole, or in part by lot, on December 1 in each year, c ommencing December 1, 20__ and December 1, 20__, respectively, as set forth below, from sinking fund payments made by the Authority to the Principal Account pursuant to Section 4.03(b), at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on December 1 in the respective years as set forth in the following table; provided however, that (y) in lieu of redemption thereof such 2025 Term Bonds may be purchased by the Authority pursuant to Section 2.03(i), and (z) if some but not all of such 2025 Term Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such 2025 Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Authority (notice of which determination shall be given by the Authority to the Trustee and shall include a revised sinking fund schedule).

19 4866-1778-8159v7/022726-0006
2025 Term Bonds of 20___
December 1 Principal Amount
$

*

* Maturity
2025 Term Bonds of 20___
December 1 Principal Amount

*

* Maturity
(c) Notice of Redemption; Rescission. Subject to its timely receipt of notice from the Authority of its election to optionally redeem the Bonds, in the case of an optional redemption pursuant to Section 2.03(a), the Trustee on behalf and at the expense of the Authority shall mail (by first class mail, postage prepaid or by electronic mail, as applicable ) or post, as applicable , notice of any redemption at least twenty (20) but not more than sixty (60) days prior to the redemption date, (i) to any Insurer and to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories, and (iii) post to the Electronic Municipal Market Acc ess (EMMA) internet website maintained by the Municipal Securities Rulemaking Board and, if designated in a Written Request of the Authority filed with the Trustee, to one or more additional Information Services; but such mailing shall not be a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state th e redemption date and the redemption price, shall state, in the case of a redemption pursuant to (a) above, that such redemption is conditioned upon the timely delivery of the redemption price by the Authority to the Trustee for deposit in the Redemption Account, shall designate the CUSIP number of the Bonds to be redeemed, shall state the individual number of each Bond to be redeemed or shall state that all Bonds between two stated numbers (both inclusive) or all of the Bonds Outstanding are to be redeemed, and shall require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.

20 4866-1778-8159v7/022726-0006
(d) The Authority shall have the right to rescind any notice of optional redemption by written notice to the Trustee on or prior to the date fixed for redemption and such rescission shall not constitute an Event of Default under this Indenture. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Authority and the Trustee shall have no liability to the Owners or any other party related to or arising from any such rescission or cancellation of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent. (e) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
(f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same interest rate and maturity, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption shall have been duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice.
(h) Manner of Redemption . Whenever any Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem appropriate, and shall notify the Authority thereof to the extent Bonds are no longer held in book-entry form. In the event of redemption by lot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal amount of each such Bond. The Bonds to be redeemed shall be th e Bonds to which were assigned numbers so selected, but only so much of the principal amount of each such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. All Bonds redeemed or purchased pursuant to this Section 2.03 shall be cancelled and destroyed. (i) Purchase in Lieu of Redemption. In lieu of redemption of the Bonds, amounts on deposit in the Special Fund or in the Principal Account may also be used and withdrawn by the Authority and the Trustee, respectively, at any time, upon the Written Request of the Authority, for the purchase of the Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Authority may in its discretion determine. The par amount of any Bonds so purchased by the Authority in any twelve-month period ending on July 1 in any year shall be credited towards and shall reduce the par amount of the Bonds required to be redeemed on December 1 in each year as provided in a Written Request of the Authority; provided that evidence satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July 1.

21 4866-1778-8159v7/022726-0006
Section 2.04 Form of 2025 Bonds. The 2025 Bonds, the form of Trustee ’s Certificate of Authentication, and the form of Assignment to appear thereon, shall be substantially in the form set forth in Exhibit A, which is attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

Section 2.05 Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of its Executive Director or its Treasurer or the written designee of either and the manual or facsimile signature of its Secretary who are in office on the date of execution and delivery of this Indenture or at any time thereafter. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the purchaser, suc h signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Authority by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Authority although on the date of such Bond any such person shall not have been such officer of the Authority.

Only such of the Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore set forth, manually executed and dated by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such Certificate shall be conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.06 Transfer of Bonds . Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like series, tenor, maturity and aggregate principal amount of authorized denominations. The Holder requesting such transfer shall as a condition precedent to the exercise of the privilege of making such transfer remit to the Trustee an amount sufficient to pay any tax or other governmental charge required to be paid with respect to such transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer shall be paid by the Authority.

The Trustee may refuse to transfer, under the provisions of this Section 2.06, either (a) any Bonds during the period fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds selected by the Trustee for redemption. The Trustee may further require all information it deems necessary to allow the Trustee to comply with any applicable reporting or withholding obligations under the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. To the extent any such information is not timely provided or is incomplete or inaccurate in any respect, the Trustee will be entitled to report or withhold on any payments hereunder, without liability, to the extent it determines in its discretion such reporting or withholding, as applicable, is required under the Code.

The transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee shall conclusively

22 4866-1778-8159v7/022726-0006
rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07 Exchange of Bonds . Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for Bonds of the same series, tenor and maturity and of other authorized denominations. The Holder requesting such exchange shall as a condition precedent to the exercise of the privilege of making such exchange remit to the Trustee an amount sufficient to pay any tax or other governmental charge required to be paid with respect to such exchange. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange shall be paid by the Authority.

The Trustee may refuse to exchange, under the provisions of this Section 2.07, either (a) any Bonds during the fifteen (15) days prior to the date established by the Trustee for the selection of Bonds for redemption or (b) any Bonds selected by the Trustee for redemption. The Trustee may further require all information it deems necessary to allow the Trustee to comply with any applicable reporting or withholding obligations under the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. To the extent any such information is not timely provided or is incomplete or inaccurate in any respect, the Trustee will be entitled to report or withhold on any payments hereund er, without liability, to the extent it determines in its discretion such reporting or withholding, as applicable, is required under the Code.

Section 2.08 Registration of Bonds . The Trustee will keep or cause to be kept, at its Principal Corporate Trust Office, sufficient records for the registration and registration of transfer of the Bonds, which shall at all times during normal business hours be open to inspection and copying by the Authority, upon reasonable prior written notice to the Trustee; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books Bonds as hereinbefore provided.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the Authority, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the B ond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and Authority and indemnity satisfactory to the Trustee and Authority shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has bee n called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Authority). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.09 and of the expenses which may be incurred by the Authority and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture.

23 4866-1778-8159v7/022726-0006
Section 2.10 Book-Entry System.
(a) Original Delivery . The Bonds shall be initially delivered in the form of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books.

With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Authority nor the Trustee shall have any responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Authority nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the reco rds of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Boo ks, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment t o any Depository System Participant or any other person, other than a Bondowner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bondowner shall receive a Bond evidencing the obligation of the Authority to make payments of principal, interest and premium, if any, pursuant to this Indenture.

In connection with any proposed transfer outside the book-entry system (including but not limited to, the initial transfer outside the book-entry system), the transferor shall provide or cause to be provided to the Trustee all information necessary to allo w the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee.

The requirement for physical delivery of the Bonds in connection with a demand for purchase under this Indenture shall be deemed satisfied when the ownership rights in the Bonds are transferred by Depository System Participants on the records of the Depository to the participant account.

24 4866-1778-8159v7/022726-0006
(b) Representation Letter. In order to qualify the Bonds for the Depository’s book- entry system, the Authority shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondowners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written request of the Depository or the Trustee, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository ’s book -entry program.
(c) Transfers Outside Book -Entry System . In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Par ticipants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof.
(d) Payments to the Nominee . Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

Section 2.11 Applicability of Provisions to Parity Debt. Unless otherwise provided in a Supplemental Indenture, the provisions of subdivisions (c) through (i) of Section 2.03 and Sections 2.05 through 2.10 shall apply to all Bonds unless otherwise provided in a Parity Debt Instrument or Supplemental Indenture.

ARTICLE III

DEPOSIT AND APPLICATION; ADDITIONAL DEBT
Section 3.01 Issuance of Bonds . Upon the execution and delivery of this Indenture, the Authority shall execute and deliver to the Trustee the 2025 Bonds in the aggregate principal amount of $_________ and the Trustee shall authenticate and deliver the 2025 Bonds upon the Written Request of the Authority.

Section 3.02 Application of Proceeds of Sale and Certain Other Amounts . On the Closing Date the proceeds of sale of the 2025 Bonds received by the Trustee , being $_________

25 4866-1778-8159v7/022726-0006
(calculated as the par amount thereof, plus original issue premium in the amount of $_________, less the discount of the original purchaser thereof in the amount of $_________, less the premiums for the 2025 Insurance Policy and the 2025 Reserve Policy in the amount of $_________ paid directly to the 2025 Insurer), shall be applied as follows:
(a) The Trustee shall deposit the amount of $_________ in the Costs of Issuance Fund.
(b) The Trustee shall transfer $_________ to the Escrow Bank for deposit into the escrow fund established under the 2005A (Senior Lien) Bonds Escrow Agreement. (c) The Trustee shall transfer $_________ to the Escrow Bank for deposit into the escrow fund established under the 2006 (Housing) Bonds Escrow Agreement. (d) The Trustee shall transfer $_________ to the Escrow Bank for deposit into the escrow fund established under the 2006 (Senior Lien) Bonds Escrow Agreement. (e) The Trustee shall transfer $_________ to the Escrow Bank for deposit into the escrow fund established under the 2007 (Subordinate) Bonds Escrow Agreement. (f) The Trustee shall transfer $_________ to the Escrow Bank for deposit into the escrow fund established under the 2008A (Subordinate; Current Interest) Bonds Escrow Agreement.

The Trustee may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Indenture, including but not limited to a temporary fund for holding the proceeds of the Bonds.

Section 3.03 Costs of Issuance Fund . There is hereby established a separate fund to be known as the “Costs of Issuance Fund”, which shall be held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance with respect to the 2025 Bonds upon submission of a Written Request of the Authority stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred, instructions for the manner such payment is to be made, and that such payment is a proper charge against said fund. Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts and shall be fully protected in relying thereon . On the date which is six (6) months following the Closing Date with respect to the 2025 Bonds, or upon the earlier Written Request of the Authority, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account within the Debt Service Fund, and the Costs of Issuance Fund shall be closed.

Section 3.04 Issuance of Senior Bonds to Refund Senior Bonds. The Authority may issue bonds secured by Pledged Tax Revenues or any part thereof, on a senior basis to the 2025 Bonds and Parity Debt, but only to refund Senior Bonds and provided that the Authority delivers to the Trustee a Written Certificate of the Authority stating that (a) such refinancing shall produce debt service savings calculated in accordance with the requirements of Section 34177.5(a)(1) of the Dissolution Act and (b) the aggregate principal and interest payments on the refunding bonds shall be less in each Fiscal Year than the aggregate principal and interest payments on the Senior Bonds being refunded in each such Fiscal Year.

26 4866-1778-8159v7/022726-0006
Section 3.05 Issuance of Parity Debt . In addition to the 2025 Bonds, the Authority may issue Parity Debt to refund any outstanding 2025 Bonds, Senior Bonds, or Parity Debt for savings, in such principal amount as shall be determined by the Authority. The Authority may issue and deliver any such Parity Debt subject to the following specific conditions , all of which are hereby made conditions precedent to the issuance and delivery of such Parity Debt:
(a) No Event of Default hereunder , no event of default under any Senior Bonds Indenture, and no event of default under any Parity Debt Instrument or Supplemental Indenture shall have occurred and be continuing unless cured by or concurrently with the issuance of such Parity Debt; (b) The Parity Debt shall be issued to provide savings to the Authority, calculated in accordance with Health and Safety Code Section 34177.5(a)(1); (c) A Supplemental Indenture or Parity Debt Instrument shall have been adopted which shall (i) state the applicable reserve requirement , if any, and the amount, if any, from the proceeds of sale of such Parity Debt or the stated amount of Qualified Reserve Account Credit Instrument to be deposited in a separate subaccount of the Reserve Account to be held as separate security for such series of Parity Debt; (ii) designate accounts or subaccounts in the Debt Service Fund and accounts therein including the Reserve Account (if any) to be applicable to such Parity Debt; and (iii) set forth such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof; and
(d) The Authority shall deliver to the Trustee a Written Certificate of the Authority certifying that the conditions precedent to the issuance of such Parity Debt set forth above have been satisfied.

Section 3.06 Issuance of Subordinate Debt. Notwithstanding the foregoing, no provision herein shall prevent the Authority from issuing additional bonds or incurring other loans, advances or indebtedness payable from Pledged Tax Revenues on a subordinate basis to the 2025 Bonds and Parity Debt. [Subordinate debt issued as bonds shall be payable on the same dates as the Bonds unless otherwise consented to by the 2025 Insurer.]

ARTICLE IV

SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01 Security of Bonds; Equal Security. Subject to the provisions of Section 4.02 and Section 6.06 hereof allowing for the application of Pledged Tax Revenues, all Pledged Tax Revenues and the Special Fund are irrevocably pledged under this Indenture to secure the payment of the principal of and interest on the 2025 Bonds and all Parity Debt without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a lien on and security interest in the Pledged Tax Revenues and the Special Fund, and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice of this Indenture; provided however, the parties hereto acknowledge that the County Auditor-Controller is authorized by Section 34183(a) of the Dissolution Act to use Pledged Tax Revenues to pay the County’s administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code. Except for the Pledged Tax Revenues, such amounts and such funds and accounts, no other moneys, funds, accounts or properties of the Authority or other persons are pledged to, or

27 4866-1778-8159v7/022726-0006
otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the 2025 Bonds or Parity Debt except as provided in the following paragraph with respect to the 2025 Bonds and other Bonds.

The Debt Service Fund and any fund or account or sub-accounts created under this Indenture (other than the Costs of Issuance Fund and the Rebate Fund) , including amounts on deposit therein (including proceeds of the 2025 Bonds), are irrevocably pledged under this Indenture to secure the payment of the principal of and interest on the 2025 Bonds and other Bonds without preference or priority for series issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a first and exclusive lien on and security interest in the Debt Service Fund and any other fund or account created under this Indent ure, and including amounts on deposit therein (including proceeds of the 2025 Bonds), and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice of this Indenture.

In consideration of the acceptance of the 2025 Bonds and other Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the 2025 Bonds and other Bonds without preference, priority or distinction as to security or otherwise of any of the 2025 Bonds and other Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

Section 4.02 Redevelopment Obligation Retirement Fund; Special Fund; Deposit of Pledged Tax Revenues. There is hereby established a special fund to be known as the “Special Fund” which is to be held by the Authority separate and apart from other funds of the Authority. The Authority shall deposit all of the Pledged Tax Revenues received with respect to any ROPS Period into the Special Fund promptly upon receipt thereof by the Authority in accordance with Section 5.13 hereof. Except as may be provided to the contrary in this Indenture or in any Supplemental Indenture or Parity Debt Instrument, upon receipt by the Authority of money from the Redevelopment Property Tax Trust Fund requested in accordance with Section 5.13, on each January 2 and June 1 or other date(s) on which Redevelopment Property Tax Trust Fund moneys are distributed to the Authority, and deposit of such amounts into the Special Fund, all Pledged Tax Revenues received by the Authority in excess of such amounts shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law and the Dissolution Act, including but not limited to the payment of debt service on any subordinate debt. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or other Parity Debt Instrument, the Authority shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in this Indenture and in any Supplemental Indenture or other Parity Debt Instrument.

Section 4.03 Deposit of Amounts by Trustee . There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust. If Parity Debt is issued, the Trustee shall establish subaccounts within each account for each issue of Parity Debt, including a separate subaccount of the Reserve Account as security for Parity Debt pursuant to a Supplemental Indenture to the extent provided under Section 3.05 hereof, if applicable. Moneys in the Special Fund shall be transferred by the Authority to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are

28 4866-1778-8159v7/022726-0006
hereby established in the Debt Service Fund, and in the following order of priority (provided further that, if on the fifth (5th) Business Day prior to the date the Authority is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into account amounts required to be transferred with respect to Bonds other than the 2025 Bonds, the Authority shall immediately notify the Trustee in writing of the amount of any such insufficiency and the Trustee shall deposit amounts received from the Authority into sub-accounts of the Interest Account and/or Principal Account, as applicable, on a pro-rata basis):
(a) Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the Interest Payment Date of [December] 1, 2025 (with respect to the 2025 Bonds) , the Authority shall withdraw from the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming d ue and payable on the Outstanding Bonds on suc h Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable. The Trustee shall establish sub - accounts within the Interest Account for the payment of interest due on the 2025 Bonds and other Bonds, provided that all such Bonds shall be paid on a parity basis. (b) Principal Account . On or before the fifth (5th) Business Day preceding December 1 in each year beginning December 1, 2025 (with respect to the 2025 Bonds), the Authority shall withdraw from the Special Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstan ding Bonds, including pursuant to mandatory sinking account redemption, on the next December 1. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next December 1 on all of the Outstanding Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds, including by mandatory sinking account redemption, as the same shall become due and payable. The Trustee shall establish sub-accounts within the Principal Account for the payment of principal due on the 2025 Bonds and other Bonds, provided that all such Bonds shall be paid on a parity basis. (c) Reserve Account . There is hereby established in the Debt Service Fund a separate account known as the “Reserve Account” solely as security for payments of 2025 Bonds payable by the Authority pursuant to this Section 4.03 which shall in each case be held by the Trustee in trust for the benefit of the Owners of the 2025 Bonds , provided separate subaccounts may be established in the Reserve Account as separate security for any future issue of Parity Debt. The Reserve Requirement for the 2025 Bonds (calculated on a standalone basis) will be satisfied by the delivery of the 2025 Reserve Policy by the 2025 Insurer on the Closing Date with respect to the 2025 Bonds. The Authority will have no obligation to replace the 2025 Reserve Policy or to fund the Reserve Account with cash if, at any time that the 2025 Bonds are Outstanding, any rating assigned to the 2025 Insurer is downgraded, suspended or withdrawn or amounts are not available under the 2025 Reserve Policy, other than in connection with a draw on the 2025 Reserve Policy.

Except as provided in the preceding paragraph and as may be provided in a Supplemental Indenture or Parity Debt Instrument, in the event that the amount on deposit in the Reserve Account (or the applicable subaccount) becomes less than the Reserve Requirement applicable

29 4866-1778-8159v7/022726-0006
thereto (as determined by the Trustee as provided in Section 6.7), the Trustee shall promptly notify the Authority of such fact. Upon receipt of any such notice and as promptly as is permitted by the Law, the Authority shall transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in the applicable Reserve Account.
[The amounts available under the 2025 Reserve Policy shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account in such order of priority, in the event of any deficiency at any time in any of such accounts with respect to the payment of debt service on the 2025 Bonds.]
Moneys, if any, on deposit in the Reserve Account (or the applicable subaccount therein) shall be withdrawn and applied by the Trustee for the final payment or payments of principal of and interest on the 2025 Bonds (or the applicable account therein, respectively). The Trustee shall compute the Reserve Requirement annually on or before December 1.

In no event shall amounts in the Reserve Account (exclusive of subaccounts therein, which shall be applied in accordance with the terms of the Supplemental Indenture providing for Parity Debt) be applied to payment of any Bonds or Parity Debt other than 2025 Bonds.

Except as provided above, the amount on deposit in the Reserve Account and the subaccounts therein shall be maintained at the Reserve Requirement applicable thereto at all times prior to the payment of the applicable series of Bonds in full. If there shall then not be sufficient Pledged Tax Revenues to transfer an amount sufficient to maintain the applicable Reserve Requirement on deposit in the Reserve Account (or the applicable subaccount), the Authority shall be obligated to continue making transfers as Pledged Tax Revenues become available until there is an amount sufficient to maintain the applicable Reserve Requirement on deposit in the Reserve Account (or the applicable subaccount). No such transfer and deposit need be made to the Reserve Account or the applicable subaccount) so long as there shall be on deposit therein a sum at least equal to the applicable Reserve Requirement. All money in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers pur suant to this Indenture to the Interest Account and the Principal Account, in the event of any deficiency at any time in any of such accounts or for the retirement of all the 2025 Bonds (and other Bonds secured by the Reserve Account or subaccounts therein to the extent provided in a Supplemental Indenture or Parity Debt Instrument) then Outstanding, except that so long as the Authority is not in default hereunder or under any Parity Debt Instrument, any amount in the Reserve Account or subaccount thereof in excess of the applicable Reserve Requirement shall be withdrawn from the Reserve Account or applicable subaccount thereof semiannually on or before two (2) Business Days preceding each June 1 and December 1 by the Trustee and deposited in the Interest Account or be applied pro rata in accordance with this Indenture and any applicable provision of a Parity Debt Instrument. On the Business Day preceding the final Interest Payment Date for a series of Bonds (or multiple series of Bonds issued under this Indenture or a single Parity Debt Instrument), all amounts held in the applicable subaccount of the Reserve Account shall be withdrawn from such subaccount and shall be transferred to the applicable subaccounts of the Interest Account and the Principal Account, in such order, for such series of Bonds, to the extent required to make the deposits then required to be made pursuant to this Section 4.03, or shall be applied pro rata as required by any Parity Debt Instrument, as applicable.

The Authority shall have the right at any time to direct the Trustee to release funds from the Reserve Account or subaccount thereof, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither

30 4866-1778-8159v7/022726-0006
the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds or any Parity Debt the interest on which is excluded from gross income of the owners thereof for federal income tax purposes to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the Authority to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account or subaccount thereof to the Authority to be applied in accordance with the Law and the Dissolution Act. The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall be required to receive paym ents thereunder in the event and to the extent required to make any payment when and a s required under this paragraph (d). Upon the expiration of any Qualified Reserve Account Credit Instrument, the Authority shall either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the applicable Reserve Requirement, to be derived from the first legally available Pledged Tax Revenues. If the applicable Reserve Requirement is being maintained partially in cash and partially with a Qualified Reserve Account Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture. If the Reserve Requirement is being maintained with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required pursuant to Sections 4.03(a) or 4.03(b) of this Indenture shall be pro-rata with respect to each such instrument.

The Reserve Account shall be maintained in the form of one or more separate sub - accounts which are established for the purpose of holding the proceeds of separate issues of any Parity Debt in conformity with applicable provisions of the Code to the extent directed by the Authority in writing to the Trustee. Separate series of Parity Debt may be secured by common sub-accounts of the Reserve Account as provided in one or more Supplemental Indentures and/or Parity Debt Instruments from time to time.

Section 4.04 Rebate Fund. The Trustee shall establish a separate fund for the 2025 Bonds designated the “Rebate Fund.” Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the 2025 Bonds will not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Tr ustee in trust, for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the 2025 Bonds shall be governed by this Section and the Tax Certificate, unless the Authority obtains and delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income of interest on the 2025 Bonds will not be adversely affected for federal income tax purposes if such requirements are not satisfied. Notwithstanding anything to the contrary contained herein or in the Tax Certi ficate, the Trustee shall be deemed conclusively to have complied with the provisions of this Section and the Tax Certificate if the Trustee follows the directions of the Authority, and the Trustee shall have no independent responsibility to or liability resulting from failure of the Trustee to enforce compliance by the Authority with the Tax Certificate or the provisions of this Section.

31 4866-1778-8159v7/022726-0006
(a) Excess Investment Earnings.
(i) Computation. Within 55 days of the end of each fifth Bond Year with respect to the 2025 Bonds , the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g. the temporary investments exception of Section 148(f)(4)(B) and th e construction expenditure exception of Section 148(f)(4)(C) of the Code), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Treasury Regulation s (the “Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section.
(ii) Transfer. Within 55 days of the end of each fifth Bond Year with respect to the 2025 Bonds, upon the Treasurer’s written direction, an amount shall be deposited to the Rebate Fund by the Trustee from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this Section 4.04(a). In the event that immediately following the transfer required by the previou s sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon written instructions from the Treasurer, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund.
(iii) Payment to the Treasury . The Authority shall direct the Trustee in writing to pay to the United States Treasury, out of amounts in the Rebate Fund. (X) Not later than 60 days after the end of (A) the fifth Bond Year with respect to the 2025 Bonds, and (B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (Y) Not later than 60 days after the payment of all the 2025 Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code.

In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the other funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Section 4.04(a)(iii) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038 -T prepared by the Authority, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds . Any funds remaining in the Rebate Fund after redemption and payment of the 2025 Bonds and the payments described in Section 4.04(a)(iii), shall be transferred by the Trustee to the Authority at the written direction of the Authority and utilized in any manner by the Authority.

32 4866-1778-8159v7/022726-0006
(c) Survival of Defeasance. Notwithstanding anything in this Section 4.04 or this Indenture to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the 2025 Bonds.
(d) Trustee Responsible. The Trustee shall have no obligations or responsibilities under this Section other than to follow the written directions of the Authority. The Trustee shall have no responsibility to make any calculations of rebate or to independently review or verify such calculations.

Section 4.05 Provisions Relating to 2025 Insurance Policy. [To Come.] Section 4.06 Provisions Relating to 2025 Reserve Policy. [To Come.]

ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section 5.01 Punctual Payment. The Authority shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture. The Authority shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture, all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Authority from making advances of its own mone ys howsoever derived to any of the uses or purposes referred to herein.

Section 5.02 Limitation on Additional Indebtedness; Against Encumbrances . The Authority hereby covenants that, so long as the Bonds are Outstanding, the Authority shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Pledged Tax Revenues (i) on a basis senior to the Bonds except for obligations issued to refund any of the Senior Bonds , and then only if the requirements of Section 3.04 are met, or (ii) on a parity with the Bonds except for Parity Debt issued to refund any of the Senior Bonds, the Bonds or other Parity Debt, and then only if the requirements of Section 3.05 are met. The Authority will not otherwise encumber, pledge or place any charge or lien upon any of the Pledged Tax Revenues or other amounts pledged to the Bonds superior or equal to the pledge and lien herein created for the benefit of the Bonds.

Section 5.03 Extension of Payment. The Authority will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Authority, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04 Payment of Claims. The Authority shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Authority or upon the Pledged Tax Revenues or other amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds

33 4866-1778-8159v7/022726-0006
in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Authority to make any such payment so long as the Authority in good faith shall contest the validity of said claims.

Section 5.05 Books and Accounts; Financial Statements . The Authority shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Authority and the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project, the Pledged Tax Revenues and the Special Fund. Such books of record and accounts shall at all times during business hours be subject to the inspection of the 2025 Insurer, any other Insurer and the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

The Authority will cause to be prepared, on or before each April 1 so long as the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Pledged Tax Revenues, all disbursements of Pledged Tax Revenues and the financial condition of the Authority, including the balances in all funds and accounts of the Authority, as of the end of such Fiscal Year. The Authority shall promptly furnish a copy of such financial statements to the Trustee, the 2025 Insurer and any other Insurer at no expense and to any Owner upon reasonable request and at the expense of such Owner. The Trustee shall have no obligation to review, verify or analyze any financial statements provided to it by the Authority and shall hold such financial statement solely as a repository for the benefit of the Owners of the Bonds. The Trustee shall not be deemed to have notice of any information contained therein, or default or Event of Default which may be disclosed therein i n any manner.
[The Authority agrees, consents and will cooperate in good faith to provide information reasonably requested by the 2025 Insurer and will further provide appropriately designated individuals and officers to discuss the affairs, finances and accounts of the Authority or any other matter as the 2025 Insurer may reasonably request.]
Section 5.06 Protection of Security and Rights of Owners . The Authority will preserve and protect the security of the Bonds and the rights of the Owners. From and after the Closing Date with respect to Bonds, the Bonds shall be incontestable by the Authority.

Section 5.07 Payments of Taxes and Other Charges . Except as otherwise provided herein, the Authority will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Authority or the properties then owned by the Authority in the VVEDA Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Authority to make any such payment so long as the Authority in good faith shall contest the validity of said taxes, assessments or charges.

Section 5.08 Taxation of Leased Property. Whenever any property in the VVEDA Project Area is redeveloped by the Authority and thereafter is leased by the Authority to any person or persons, or whenever the Authority leases any real property in the VVEDA Project Area to any person or persons for redevelopment, the property shall be assessed and taxed in the same manner as privately - owned property (in accorda nce with the Law), and the lease or contract shall provide that the lessee shall pay taxes upon the assessed value of the entire property and not merely upon the assessed value of the leasehold interest.

34 4866-1778-8159v7/022726-0006
Section 5.09 Disposition of Property. The Authority will not authorize the disposition of any land or real property in the VVEDA Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right -of-way and except property planned for public ownership or use by the Redevelopment Plan in effect on the date of issuance of the 2025 Bonds) so that such disposition shall, when taken together with other such dispo sitions, aggregate more than ten percent (10%) of the land area in the Airport or ten percent (10%) of the land area in the VVEDA Project Area unless such disposition is permitted as hereinafter provided in this Section 5.09. If the Authority proposes to undertake such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant concludes that the security of the Bonds, or t he rights of the Authority, the Bondowners and the Trustee hereunder will not be materially impaired by said proposed disposition, the Authority may thereafter make such disposition. If said Report concludes that such security will be materially impaired by said proposed disposition, the Authority shall disapprove said proposed disposition.

Section 5.10 Maintenance of Pledged Tax Revenues. The Authority shall comply with all requirements of the Law and the Dissolution Act to ensure the allocation and payment to it of the Pledged Tax Revenues as provided in the Dissolution Act.

Section 5.11 Tax Covenants. In connection with the 2025 Bonds and Parity Debt issued on a tax-exempt basis, the Authority covenants and agrees to contest by court action or otherwise any assertion by the United States of America or any departments or agency thereof that the interest received by the Bondowners is includable in gross income of the recipient under federal incom e tax laws on the date of issuance of the 2025 Bonds or Parity Debt issued on a tax -exempt basis .

Notwithstanding any other provision of this Inde nture, absent an opinion of Bond Counsel that the exclusion from gross income of interest with respect to the 2025 Bonds and Parity Debt issued on a tax-exempt basis will not be adversely affected for federal incom e tax purposes, the Authority covenants to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, as follows:
(a) Private Activity. The Authority will take no action or refrain from taking any action or make any use of the proceeds of the 2025 Bonds or Parity Debt issued on a tax-exempt basis or of any other monies or property which would cause the 2025 Bonds or Parity Debt to be “private activity bonds” within the meaning of Section 141 of the Code; (b) Arbitrage. The Authority will make no use of the proceeds of the 2025 Bonds or Parity Debt issued on a tax -exempt basis or of any other amounts or property, regardless of the source, or take any action or refrain from taking any action which will cause the 2025 Bonds or Parity Debt issued on a tax -exempt basis to be “arbitrage bonds” within the meaning of Section 148 of the Code;
(c) Federal Guaranty. The Authority will make no use of the proceeds of the 2025 Bonds or Parity Debt issued on a tax-exempt basis or take or omit to take any action that would cause the 2025 Bonds or the Parity Debt issued on a tax-exempt basis to be “federally guaranteed” within the meaning of Section 149(b) of the Code;
(d) Information Reporting . The Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code;

35 4866-1778-8159v7/022726-0006
(e) Hedge Bonds. The Authority will make no use of the proceeds of the 2025 Bonds or any Parity Debt issued on a tax-exempt basis or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either any 2025 Bonds or the Parity Debt issued on a tax-exempt basis to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the Authority takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the 2025 Bonds and any Parity Debt issued on a tax-exempt basis for federal income tax purposes; and
(f) Miscellaneous. The Authority will take no action or refrain from taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the Authority in connection with each issuance of 2025 Bonds and Parity Debt issued on a tax-exempt basis and will comply with the covenants and requirements stated therein and incorporated by reference herein.

Section 5.12 Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Indenture, failure of the Authority to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the holders of at least 25% aggregate principal amount of Outstanding 2025 Bonds, shall, but only to the extent the Trustee has been indemnified from and against any loss, liability, cost or expense, including, without limitation, fees and expenses of its attorneys and advisors and addi tional fees and expenses of the Trustee, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 5.13 Compliance with the Dissolution Act.
(a) The Authority shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Authority covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Authority with its covenants hereunder.

Further, the Authority will take all actions and use its best efforts to cause VVEDA to take all actions required under the Dissolution Act to include:
(i) scheduled debt service on the Senior Bonds, the 2025 Bonds and any Parity Debt and any amount required under this Indenture to replenish the Reserve Account established hereunder or the reserve account s or subaccounts established under any Parity Debt Instrument, and
(ii) amounts due to any Insurer hereunder or under an insurance , surety bond agreement or municipal bond debt service reserve insurance policy, in Recognized Obligation Payment Schedules for each ROPS Period so as to enable the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund to the Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Authority to pay principal of, and interest on, the Bonds coming due in the respective ROPS Period, to pay amounts owed to any Insurer, as well as the other amounts set forth above, all as described in more detail in the following paragraph, and to enable VVEDA to pay such amounts to the Authority and to

36 4866-1778-8159v7/022726-0006
enable the Authority to make the payments required by this Indenture, and the Authority shall use its best efforts to cause VVEDA to transfer all such amounts to the Authority in accordance with Section 4.02.
(b) [In order to ensure that amounts are available for the Authority to make payments hereunder on a timely basis, on or before each February 1 (or at such earlier time as may be required by the Dissolution Act), for so long as any Bonds are outstanding, the Authority shall use its best efforts to cause VVEDA to submit an Oversight Board-approved Recognized Obligation Payment Schedule to the State Department of Finance and to the County Auditor-Controller that shall include:
(i) a request for property tax revenues from the VVEDA Project Area to be distributed from the RPTTF on each January 2 in an amount sufficient to pay all debt service coming due on all Outstanding Senior Bonds during the then -current Bond Year (specifically, the payments due on the following June 1 and December 1),
(ii) a request for property tax revenues from the VVEDA Project Area to be distributed from the RPTTF on each June 1 in an amount sufficient to pay all debt service coming due on all 2025 Bonds and Parity Debt during the following Fiscal Year (specifically, the payments due on the following December 1 and June 1),
(iii) a request for property tax revenues from the VVEDA Project Area to be distributed from the RPTTF sufficient to pay when due all amounts due and owing to the 2025 Insurer hereunder, to any other Insurer, and to any insurer of Senior Bonds, and (iv) a request for any amount required to cure any deficiency in the reserve accounts pursuant to the Senior Bonds Indentures, the Reserve Account or any subaccount therein pursuant to this Indenture, or a reserve account established under any Parity Debt Instrument (including any amounts required due to a draw on the Qualified Reserve Account Credit Instrument as well as all amounts due and owing to the 2025 Insurer hereunder or to any other Insurer or any insurer of Senior Bonds).

The Authority shall have the right, in its sole and absolute discretion, to cause VVEDA to request up to 100% of the principal and interest coming due on the 2025 Bonds and Parity Debt during the following Fiscal Year from the RPTTF moneys to be distributed to the Authority on the January 2 preceding such Fiscal Year, and to request the remainder of such Fiscal Year’s debt service to be distributed from the RPTTF on June 1 preceding such Fiscal Year.] (c) [In the event the provisions set forth in the Dissolution Act as of the Closing Date of the 2025 Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Authority agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Senior Bonds, the 2025 Bonds and other Parity Debt and, if the timing of distributions from the RPTTF is changed, the receipt of (i) the full Bond Year’s debt service coming due on all Outstanding Senior Bonds prior to any payment being made with respect to 2025 Bonds or any Parity Debt or for any other purpose , and (ii) the full Bond Year’s debt service coming due on all Outstanding 2025 Bonds and all Outstanding Parity Debt prior to any payment being made with respect to Subordinate Debt or for any unsecured obligations of the Authority.]

37 4866-1778-8159v7/022726-0006
(d) [So long as the 2025 Bonds are Outstanding and the 2025 Insurer is not in default under the 2025 Insurance Policy or the 2025 Reserve Policy, in the event VVEDA fails to provide the Oversight Board or the Department of Finance with a Recognized Obligation Payment Schedule by the statutory deadlines, the Authority designates the 2025 Insurer as its attorney-in-fact with the power to make requests or take other actions on behalf of the Authority to request that VVEDA submit a Recognized Obligation Payment Schedule that includes debt service on the Senior Bonds, the 2025 Bonds, and any Parity Debt; provided however, that the 2025 Insurer will provide a copy of such request or other correspondence or documentation made by the 2025 Insurer to the Authority prior to such submission. With respect to Recognized Obligation Payment Schedules, if any amounts payable to the 2025 Insurer are not included on the then current Recognized Obligation Payment Schedule, the Authority shall use its best efforts to cause VVEDA to amend such Recognized Obligation Payment Schedule to the extent permitted by law.]
Section 5.14 Further Assurances. The Authority will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

Section 5.15 [Continued Existence of Authority . The Authority will take or cause to be taken all actions reasonably necessary to continue the Authority’s existence until such time as the 2025 Bonds are no longer Outstanding under the Indenture, including but not limited to the addition of one or more new members to the Authority and execution of an amendment to the SCLAA JPA, pursuant to which the Authority was created, to provide for the addition of such new members on or prior to the date that the Successor Agency to the Victorville Redevelopment Ag ency is dissolved or ceases to exist.]
Section 5.16 [Last and Final Recognized Obligation Payment Schedule. As long as the 2025 Bonds are Outstanding and the 2025 Insurer is not in default under the Insurance Policy or the Reserve Policy, the Authority will not cooperate with VVEDA in connection with the submittal by VVEDA, and will not submit, to the Oversight Board or the California Department of Finance a request for the final amendment permitted for any Last and Final Recognized Obligation Payment Schedule of VVEDA or the Authority pursuant to Section 34191.6 of the California Health and Safety Code without the prior written consent of the Insurer, unless all amounts that could become due and payable to the Insurer under the Indenture and attributable to Loan Payments due under this Loan Agreement would be included as a line item on such Last and Final Recognized Obligation Payment Schedule following approval of the requested final amendment.]
Section 5.17 [Meet and Confer; Recognized Obligation Payment Schedule . So long as the Bonds are Outstanding, the Authority shall provide the 2025 Insurer with copies of all Recognized Obligation Payment Schedules submitted by VVEDA and any and all correspondence received from the Department of Finance relating to or which could affect payments on the Bonds upon receipt, except for requests for copies of agreements or other supporting documentation by the Department of Finance to support a Recognized Obligation Payment Schedule submitted by VVEDA. Documents posted by the Department of Finance under their existing procedures on the Department of Finance website shall meet this requirement. In the event that the Authority is a party to a meet and confer with the Department of Finance that relates to the payment of debt service on or security for the Bonds or Policy Costs, the Authority shall notify the Insurer and, if the subject of the meet and confer could prevent timely payment of or impair the security for the Bonds or Policy Costs, the Insurer shall have the right to participate in the meet and confer process either by appearance with the Authority at the

38 4866-1778-8159v7/022726-0006
meet and confer or through written submission as the Insurer determines in its discretion. In the event the Authority or VVEDA receives a Recognized Obligation Payment Schedule denial, whether relating to the Bonds or not, and such denial could prevent tim ely and full payment of debt service on the Bonds, the Authority agrees to cooperate in good faith with the Insurer and the Insurer shall receive prompt notice of any such event and shall be permitted to attend any meetings with the Authority and the Department of Finance and to discuss such matters with the Department of Finance directly.]

ARTICLE VI

THE TRUSTEE
Section 6.01 Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied cove nants, duties or obligations shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture , and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) The Authority may remove the Trustee at any time, but only with the consent of all Insurers, upon thirty days ’ prior written notice, unless an Event of Default shall have occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a m ajority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Authority has knowledge that the Trustee shall cease to be eligible in accordance with subsection (f) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed , or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. In each case such removal shall be accomplished by the giving of 30 days prior written notice of such removal by the Authority to the Trustee, with a copy to any Insurer, whereupon the Authority shall appoint a successor Trustee by an instrument in writing and the Trustee shall be paid in full for any fees and expenses owing to it prior to, or contemporaneous with, signing any instrument or agreements to effect the transfer to a successor Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and by giving the Owners and any Insurer notice of such resignation by first class mail, postage prepaid, at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing, with notice of such appointment to be furnished to any Insurer. Such removal shall be accomplished by the giving of at least thirty (30) days written notice of such removal by the Authority to the Trustee whereupon the Authority shall immediately appoint a successor Trustee by an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner

39 4866-1778-8159v7/022726-0006
(on behalf of such Owner and all other Owners) may petition any court of competent jurisdiction at the expense of the Authority for the appointment of a successor Trustee and after being paid its fees and expenses then due and owing to it, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing, acknowledging and deliver ing to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall cause the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners at their respective addresses shown on the Registration Books. (e) If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed to have notice, as provided in Section 6.03(d) hereof, then the Trustee shall immediately give written notice thereof, by first -class mail to the any Insurer and the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice; provided, however, that unless such Event of Default consists of the failure by the Authority to make any payment when du e, the Trustee shall, within thirty (30) days of the Trustee ’s knowledge thereof, give such notice to any Insurer, and the Trustee, with the consent of any Insurer may elect not to give such notice if and so long as the Trustee in good faith determines that it is in the best interests of the Bondowners not to give such notice. (f) The Authority agrees that, so long as any Bonds are Outstanding, the Trustee shall be: (i) a financial institution having a trust office in the State, having (or in the case of a corporation, national banking association or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority; (ii) a state - chartered commercial bank that is a member of the Federal Reserve System having at least $1,000,000,000 of assets; or (iii) an entity otherwise approved by all Insurers in writing. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (f), the Trustee shall resign immediately in the manner and with the effect specified in this Section.

Section 6.02 Merger or Consolidation . Any bank, national banking association , corporation or trust company into which the Trustee may be merged or converted or with which may be consolidated or any bank, national banking association, corporation or trust company resulting from

40 4866-1778-8159v7/022726-0006
any merger, conversion or consolidation to which it shall be a party or any bank, national banking association, corporation or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association or trust company shall be eligible under subsection (f) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession , anything herein to the contrary notwithstanding.

Section 6.03 Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility for the correctness of the same, nor make any representations as to the validity or sufficiency of this Indenture or of the security for the Bonds or the tax status of interest thereon nor shall incur any r esponsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct as finally determined by a court of competent jurisdiction. The Trustee shall not be liable for the acts of any agents of the Trustee selected by it with due care. The Trustee and its officers and employees may become the Owner of any Bonds with the same rights it would have if they were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represe nt the Owners of a majority in principal amount of the Bonds then Outstanding.
(b) In acting or omitting to act pursuant to this Indenture, or any other document executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time , method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. The Trustee may consult with counsel and the advice or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel.
(c) The Trustee shall not be liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or willful misconduct of the Trustee as finally determined by a court of competent jurisdiction . Where the Trustee is given the permissive right to do things enumerated in this Indenture, such right shall not be construed as a mandatory duty. (d) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a responsible officer shall have actual knowledge thereof, or shall have received written notice thereof from the Authority at its Principal Corporate Trust Office. In the absence of such actual knowledge or notice, the Trustee may conclusively assume that no Event of Default has occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the Trustee shall not be bound t o ascertain or inquire as to the performance or observance by any other party of any of the terms, conditions, covenants or agreements herein or of any of the

41 4866-1778-8159v7/022726-0006
documents executed in connection with the Bonds, or as to the existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee may rely conclusively on the Authority’s certificates to establish the Authority’s compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Pledged Tax Revenues into the Special Fund and the investment and application of moneys on deposit in the Special Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder). (e) The Trustee shall have no liability or obligation to the Bondowners with respect to the payment of debt service on the Bonds by the Authority or with respect to the observance or performance by the Authority of the other conditions, covenants and terms contained in this Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the Authority pursuant to this Indenture or otherwise. (f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power which would require it to expend its own funds or risk any liability if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. The Trustee shall be entitled to interest on all amounts advanced by it at the maximum rate permitted by law.
(g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys , custodians, receivers or nominees appointed with due care and the Trustee shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian, receiver or nominee appointed with due care by it hereunder.
(h) The Trustee shall have no responsibility, opinion, or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. (i) Before taking any action under Article VIII or this Article at the request of the Owners or any Insurer, the Trustee may require that a satisfactory indemnity bond be furnished by the Owners or any Insurer for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is finally adjudicated by a court of competent jurisdiction to have resulted from its negligence or willful misconduct in connection with any action so taken. (j) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ( “Instructions”) given pursuant to this Indenture and delivered using Electronic Means ( “Electronic Means” shall mean the following communications methods: e -mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee ’s understanding of

42 4866-1778-8159v7/022726-0006
such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee ’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (k) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include but not be limited to acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or o ther similar occurrences.
(l) The Trustee shall not be responsible for or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

Section 6.04 Right to Rely on Documents and Opinions . The Trustee shall have no liability in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, electronic mail, or other paper or document reasonably believed by it to be genuine and to have been signed or prescribed by the proper party or parties, and shall not be required to make any investigation into the facts or matters contained thereon. The Trustee may consult with counsel, including, without limitation, counsel of or to th e Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith.

The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction of the Trustee.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the Authority, which shall be full warrant to the Trustee for any action taken or suffered under the

43 4866-1778-8159v7/022726-0006
provisions of this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable. The Trustee may conclus ively rely on any certificate or report of any Independent Accountant or Independent Redevelopment Consultant appointed by the Authority.

Section 6.05 Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times upon reasonable written notice to the inspection of and copying by the Authority and any Insurer and any Owner, and their agents and representatives duly authorized in writing, during regular business hours and under reasonable conditions.

Section 6.06 Compensation and Indemnification. The Authority shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Indenture in accordance with the letter proposal from the Trustee approved by the Authority and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys (including the allocated costs and disbursement of in-house counsel to the extent such services are not redundant with those provided by outside counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee shall have a lien on the Pledged Tax Revenues and all funds and accounts held by the Trustee hereunder (subordinate to the lien in favor of the Bonds) to secure the payment to the Trustee of all fees, costs and expenses, including reasonable compensation to its experts, attorneys and counsel (including the allocated costs and disbursement of in -house counsel to the extent such services are not redundant with those provided by outside counsel).

The Authority further covenants and agrees to indemnify, defend and save the Trustee and its officers, directors, agents and employees, harmless against any loss, damage, claim, expense and liabilities, including legal fees and expenses, and liabilities which it may incur to the extent arising out of or in connection with the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim (whether asserted by the Authority, or any other person), or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing any remedies hereunder and under any related documents, but excluding any and all losses, expenses and liabilities which are due to its own gross negligence or willful misconduct of the Trustee, its officers, directors, agents or employees as finally determined by a court of competent jurisdiction. The obligations of the Authority and the rights of the Trustee under this Section 6.06 shall survive resignation or removal of the Trustee (upon 30 days written notice) under this Indenture and payment of the Bonds and discharge of this Indenture.

If the Trustee renders any service hereunder not provided for in this Indenture or related financing documents, or the Trustee is made a party to or intervenes in any litigation pertaining to this Indenture or related financing documents or institutes inte rpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority for such extraordinary services and reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby.

Section 6.07 Deposit and Investment of Moneys in Funds . Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Reserve Account and the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments as directed by the Authority in the Written Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments , except that moneys in the Reserve Account shall not be invested in Permitted Investments having a maturity of mo re than five (5) years, unless any such Permitted Investment is

44 4866-1778-8159v7/022726-0006
described in clause (g) of the definition thereof. In the absence of any such Written Request of the Authority, the Trustee shall hold any such moneys uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions directing investments of the Authority as to both suitability and legality in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions set forth in the above list which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon a r epresentation of the provider of such Permitted Investment obtained at the Authority’s expense. Moneys in the Special Fund may be invested by the Authority in any obligations in which the Authority is legally authorized to invest its funds.

Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account (pro-rata among sub-accounts); provided, however, that all interest or gain from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest Account only to the extent not required to cause the balance in the Reserve Account to equal the Reserve Requirement. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Authority or otherwise made in accordance with this Section, nor losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Authority to provide timely written investment direction. Ratings of Permitted Investments shall be determined at the time of purchase of such Permitted Investments and without regard to ratings subcategories. The Trustee may make any and all such investments through its own investme nt department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including account maintenance fees. For investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but shall account for each separately. In the absence of investment instructions from the Authority, the Trustee shall hold the moneys held by it hereunder uninvested.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority monthly cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.

All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any mo neys received by it, but shall be liable only to account to the Authority for earnings derived from funds that have been invested.

If applicable, the Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of any tax-exempt Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value.

The Trustee shall have no duty in connection with the determination of Fair Market Value other than to follow its normal practice in determining the value of Permitted Investments, which may include utilizing generally recognized pricing services (including brokers and dealers in securities) that may be available to it including those available through its regular accounting system and rely conclusively and without liability thereon.

45 4866-1778-8159v7/022726-0006
Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by the Authority at their present value (within the meaning of Section 148 of the Code). Investments on deposit in the Reserve Account shall be valued semiannually two (2) Business Days preceding each June 1 and December 1 at their Fair Market Value.

Section 6.08 Accounting Records and Financial Statements . The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which accurate entries shall be made of all transactions relating to the proceeds of the Bon ds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority upon reasonable prior written notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Authority, on at least a monthly basis, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture.

Section 6.09 Other Transactions with Authority. The Trustee, either as principal or agent, may engage in or be interested in any financial or other transaction with the Authority.

ARTICLE VII

MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01 Amendment With And Without Consent of Owners. This Indenture and the rights and obligations of the Authority and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption without the consent of any Owners or any Insurer, to the extent permitted by law, but only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Authority in this Indenture contained, other covenants and agreements thereafter to be observed, including any covenant or agreement that provides for additional security for the Bonds, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Authority, materially adversely affect the interests of the Owners; or (c) to provide for the issuance of Parity Debt in accordance with Section 3.05; or (d) if applicable, to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or
(e) to comply with amendments or supplements to the Dissolution Act; or

46 4866-1778-8159v7/022726-0006
(f) to comply with the requirements of a provider of a Qualified Reserve Account Credit Instrument.

Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Authority and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding when the written consent of each Insurer (but only with respect to any Bonds insured by such Insurer) and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest, or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of any Insurer or the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In addition, in executing or accepting the additional trusts created by any Supplemental Indenture or amendment permitted by this Article VII or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture and complies with the terms hereof. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture adversely affect the security for the Bonds or modify any of the rights or obligations of any Insurer without its prior written consent. In determining whether any amendment, consent, waiver or other action to be taken, or any failure to take action, under this Indenture would adversely affect the security for the 2025 Bonds or the rights of the Owners of the 2025 Bonds, the effect of any such amendment, consent, waiver, action or inaction shall be considered as if there were no 2025 Insurance Policy.

Section 7.02 Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.03 Endorsement or Replacement of Bonds After Amendment . After the effective date of any amendment or modification hereof pursuant to this Article VII, the Authority may, with the prior written consent of any Insurer, determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such amendment or modification and in that case upon demand of the Authority the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Of fice of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Authority may determine that new Bonds shall be prepared at the expense of the Authority and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Authority, the Owners of the Bonds shall present such Bonds for exchange at the Principal Corporate Trust Office of the Trustee, without cost to such Owners.

Section 7.04 Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and, provided further that written consent to such amendment shall first be obtained from any Insurer.

47 4866-1778-8159v7/022726-0006
Section 7.05 Opinion of Counsel . Prior to executing any Supplemental Indenture, the Trustee shall be furnished an opinion of counsel, upon which it may conclusively rely to the effect that all conditions precedent to the execution of such Supplemental Indenture under this Indenture hav e been satisfied and such Supplemental Indenture is authorized and permitted under this Indenture and , if applicable, does not adversely affect the exclusion of interest on any tax-exempt Bonds from gross income for federal income tax purposes or adversely affect the exemption of interest on the Bonds from personal income taxation by the State.

Section 7.06 Copy of Supplemental Indenture to S&P and Moody’s. The Authority shall provide to S&P and Moody’s, for so long as S&P and Moody’s, as the case may be, maintain a rating on any of the Bonds (without regard to any municipal bond or financial guaranty insurance), a copy of any Supplemental Indenture at least fifteen (15) days prior to its proposed effective date.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01 Events of Default and Acceleration of Maturities . The following events shall constitute Events of Default hereunder:
(a) if default shall be made by the Authority in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond or Senior Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise;
(b) if default shall be made by the Authority in the observance of any of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Authority of written notice from the Trustee or any Insurer or written notice from any Owner (with a copy of said notice delivered to the Trustee and any Insurer) of the occurrence of such default, provided that if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such thirty (30) day period, such failure will not constitute an event of default if corrective action is instituted by the Authority (with the prior written consent of any Insurer) within such thirty (30) day period and the Authority thereafter diligently and in good faith cures such failure in a reasonable period of time as approved by any Insurer; (c) If the Authority files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition by the Authority seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition by the Authority, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody o r control of the Authority or of the whole or any substantial part of its property; or (d) The principal of any Senior Bond or Parity Debt shall be declared immediately due and payable under the terms of a Senior Bonds Indenture or Parity Debt Instrument.

48 4866-1778-8159v7/022726-0006
In determining whether an Event of Default has occurred under (a) above, no effect shall be given to payments made under any municipal bond insurance policy, financial guaranty insurance policy or Qualified Reserve Account Credit Instrument.

If an Event of Default has occurred under this Section and is continuing, the Trustee may, with the consent of the 2025 Insurer (so long as any 2025 Bonds are Outstanding) , and, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, the Trustee shall, (y) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (z) subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bondowners in law or at equity, including an action in mandamus.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Immediately upon receiving written notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to each Insurer and to the Authority by telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in subsections (a) or ( c) above the Trustee shall, and with respect to any Event of Default described in subsection (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date).

This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority shall, with the written consent of a majority in aggregate principal amount of the Owners of the Bonds then Outstanding, deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee, (including the allocated costs and disbursements of it s in-house counsel to the extent such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of t he foregoing to any Insurer and the Owners of all Bonds then Outstanding, and with the prior written approval of the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority and to the Trustee, may, on behalf of the Owners of all of the Bonds then Outstanding,

49 4866-1778-8159v7/022726-0006
rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon.

Section 8.02 Application of Funds Upon Acceleration . All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture (including the Trustee’s share of any Pledged Tax Revenues) and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunde r, shall be applied by the Trustee in the following order upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:

First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees and expenses of the Trustee; and Second, to the payment of the whole amount then owing and unpaid upon the 2025 Bonds and Parity Debt for principal and interest, as applicable, with interest on the overdue principal, and installments of interest at the net effective rate then borne by the Outstanding 2025 Bonds or Parity Debt (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the 2025 Bonds and Parity Debt, then to the payment of such principal and interest without preference or priority, ratably to the aggregate of such principal and interest; and Third, to the payment of amounts required to restore the Reserve Account (including subaccounts therein) or any reserve account established under a Parity Debt Instrument to the applicable Reserve Requirement or reserve requirement under a Parity Debt Instrument, as applicable, and to repay any amounts owed to the 2025 Insurer in connection with a draw on the 2025 Reserve Policy.

Section 8.03 Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, with drawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pendin g at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.

Section 8.04 Limitation on Owner’s Right to Sue . No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Authority, the Trustee and any Insurer written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made

50 4866-1778-8159v7/022726-0006
written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the cost s, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had an d maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

The right of any Owner of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Section 8.05 Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay from the Pledged Tax Revenues and other amounts pledged hereunder, the principal of and interest and redemption premium (if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditiona l, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds.

A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee.

If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Authority, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 8.06 Actions by Trustee as Attorney -in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney -in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact, provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its

51 4866-1778-8159v7/022726-0006
satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in -house counsel to the extent such services are not redundant with those provided by outside counsel).

Section 8.07 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law.

Section 8.08 Determination of Percentage of Bondowners . Whenever in this Indenture the consent, direction or other action is required or permitted to be given or taken by a percentage of the Owners of an aggregate principal amount of Outstanding Bonds (including by the Owners of a majority in aggregate principal amount of the Outstanding Bonds), such percentage shall be calculated on the basis of the principal amount of the Outstanding Bonds determined as of the next succeeding Interest Payment Date.

Section 8.09 [Rights of 2025 Insurer. S o long as any 2025 Bonds are Outstanding, any reorganization or liquidation plan with respect to the Authority must be acceptable to the 2025 Insurer.

In the event of any reorganization or liquidation of the Authority, the 2025 Insurer shall have the right to vote on behalf of all holders of the 2025 Bonds absent a continuing failure by the 2025 Insurer to make a payment under the 2025 Insurance Policy.]
[Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of a Default, the 2025 Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the holders of the 2025 Bonds or th e Trustee for the benefit of the holders of the 2025 Bonds under the Indenture. No Default may be waived without the 2025 Insurer’s written consent. Further, in the event of a Default with respect to the 2025 Bonds, the 2025 Insurer shall have the right to direct the replacement of the Trustee.] Section 8.10 [2025 Insurer as Owner. Upon the occurrence and continuance of a Default, the 2025 Insurer shall be deemed to be the sole owner of the 2025 Bonds for all purposes under the Indenture, including, without limitations, for purposes of exercising remedies and approving amendments.]
Section 8.11 [Special Provisions for 2025 Insurer Default. If a 2025 Insurer Default shall occur and be continuing, then, notwithstanding anything herein to the contrary, (1) if at any time prior to or following a 2025 Insurer Default, the 2025 Insurer has made payment under the 2025 Insurance Policy, to the extent of such payment the 2025 Insurer shall be treated like any other holder of the 2025 Bonds, for all purposes, including giving of consents, and (2) if the 2025 Insurer has not made any payment under the 2025 Insurance Policy, the 2025 Insurer shall have no further consent rights until the particular 2025 Insurer Default is no longer continuing or the 2025 Insurer makes a payment under the 2025 Insurance Policy, in which event, the foregoing clause (1) shall control. For purposes of this paragraph, “2025 Insurer Default” means: (A) the 2025 Insurer has failed to make any payment under the 2025 Insurance Policy when due and owing in accordance with its terms; or (B) the 2025 Insurer shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate m anner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver,

52 4866-1778-8159v7/022726-0006
trustee, custodian, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for t he benefit of creditors, or (vi) take action for the purpose of effecting any of the foregoing; or (C) any state or federal agency or instrumentality shall order the suspension of payments on the 2025 Insurance Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of the 2025 Insurer (including without limitation under the New York Insurance Law).]

ARTICLE IX

MISCELLANEOUS
Section 9.01 Special Obligations . The Bonds are special obligations of the Authority secured by a pledge and lien as described in Section 4.01 hereof. The Bonds are not debts, liabilities or obligations of the City, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable thereon, nor in any event shall the Bonds be payable out of any funds or properties other than those pledged by the Authority. The Bonds do not constitute an in debtedness in contravention of any constitutional or statutory debt limitation or restriction.

Section 9.02 Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, each Insurer, the Trustee and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, such Insurers and the Owners. To the extent that this Indenture confers upon or gives any Insurer any right, remedy or claim under or by reason of this Indenture, each Insurer is hereby explicitly recognized as being third-party beneficiaries hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.

Section 9.03 Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Authority or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.04 Discharge of Indenture.
(a) If the Authority shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways:
(i) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable;
(ii) by irrevocably depositing with the Trustee in trust or an escrow agent, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or the applicable portion of Outstanding Bonds, including all principal, interest and redemption premiums, if any, or;

53 4866-1778-8159v7/022726-0006
(iii) by irrevocably depositing with the Trustee in trust or an escrow agent, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture or on deposit with such escrow agent, be fully sufficient to pay and discharge the indebtedness on all Bonds or the applicable portion thereof (including all principal, interest and redemption premiums) at or before maturity; then, at the election of the Authority, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Pledged Tax Revenues and other amounts, funds and accounts described in Section 4.01 hereof and all other obligations of the Trustee and the Authority under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (A) the covenants of the Authority hereunder with respect to the Code, (B) the obligation of the Trustee to transfer and exchange Bonds hereunder, (C) the obligations of the Authority under Section 6.06 hereof, and (D) the obligation of the Authority to pay or cause to be paid to the Owners (or any Insurer), from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee and any Insurer all fees, expenses and costs of the Trustee and any Insurer. In the event the Authority shall, pursuant to the foregoing p rovision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Authority all such instruments as may be reasonably necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Authority has determined to pay and discharge in part.

In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Authority. [To the extent that any of the Bonds to be defeased are 2025 Bonds , at least three Business Days prior to any defeasance, the Authority shall deliver to the 2025 Insurer draft copies of an escrow agreement, an opinion of Bond Counsel regarding the validity and enforceability of the escrow agreement and the defeasance of such 2025 Bonds, and a verification report (a “Verification Report”) prepared by an Independent Accountant regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to such Insurer and shall be in form and substance satisfactory to the 2025 Insurer . In addition, the escrow agreement shall provide that : (a) any substitution of securities shall require the delivery of a verification report, an opinion of Bond Counsel that such substitution will not adversely affect the exclusion from gross income of the holders of the 2025 Bonds of the interest on the 2025 Bonds for federal income tax purposes and the prior written consent of the 2025 Insurer, which consent will not be unreasonably withheld. The Authority will not exercise any prior optional redemption of 2025 Bonds secured by the escrow agreement or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provided to the 2025 Insu rer a Verification Report as to the sufficiency of escrow receipts without reinvestment to meet the escrow requirements remaining following any such redemption, and the Authority shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without written notice to and the prior written consent of the 2025 Insurer.]

54 4866-1778-8159v7/022726-0006
(b) [Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due of the Bonds is paid by any Insurer, such Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered pai d by the Authority, and the assignment and pledge of the Pledged Tax Revenues and other assets hereunder and all covenants, agreements and other obligations of the Authority to the Bondowners so paid shall continue to exist and shall run to the benefit of such Insurer, and such Insurer shall be subrogated to the rights of such Bondowners, as applicable.]
Section 9.05 Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by such Owner’s attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary pub lic or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books.

Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Authority or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Authority unless the Authority is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate.

Section 9.06 Disqualified Bonds . In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority or the City (but excluding Bonds held in any employees’ retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Authority and the City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

Section 9.07 Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal or interest or any premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.08 Destruction of Cancelled Bonds . Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Authority provide the Authority a certificate of destruction. The Authority shall be entitled to rely upon any

55 4866-1778-8159v7/022726-0006
statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to.

Section 9.09 Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by Electronic Means, addressed as follows:

If to the Authority: Southern California Logistics Airport Authority 14343 Civic Drive
P.O. Box 5001
Victorville, CA 92393-5001
Attention: Executive Director
If to the Trustee: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2525
Los Angeles, CA 90071
Attention: Patrick Olan
Telephone: (213) 553-4413
Email: [email protected]
If to the 2025 Insurer: _________________________________ _________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopier: _______________________
Email: ___________________________
The Authority and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.

Section 9.10 Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Authority hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and p owers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Authority in trust for the benefit of the Owners. The Authority covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof.

Section 9.11 Unclaimed Moneys . Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the

56 4866-1778-8159v7/022726-0006
date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the inter est and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bondowners shall look only to the Authority for the payment of the principal of and interest and redemption premium (if any) on of such Bonds. Any money held by the Trustee pursuant to this Section 9.11 shall be held uninvested and without liability for interest.

Section 9.12 Execution in Counterparts . This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 9.13 Governing Law . This Indenture shall be construed and governed in accordance with the laws of the State.

S-1
4866-1778-8159v7/022726-0006
IN WITNESS WHEREOF, the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY has caused this Indenture to be signed in its name by its Executive Director, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written.

SOUTHERN CALIFORNIA LOGISTICS

AIRPORT AUTHORITY
By:

Executive Director
ATTEST:

Secretary

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:

Authorized Officer

A-1
4866-1778-8159v7/022726-0006

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
TAX ALLOCATION REFUNDING BOND, SERIES 2025A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_____% December 1, 20__ June ____, 2025 ________

REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: ___________________________________ DOLLARS The SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY, a public entity duly existing under and by virtue of the laws of the State of California (the “Authority”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for, if any), the Principal Sum stated above and to pay interest thereon from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (as defined below), unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such fifteenth (15 th) calendar day is a Business Day (the “Record Date”) and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before [November] 15, 2025, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on June 1 and December 1 in each year, commencing [December] 1, 2025 (each an “Interest Payment Date ”), calculated on the basis of a 360 -day year comprised of twelve 30 -day months. Principal hereof and premium, if any, upon redemption hereof, if any, are payable in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office (the “Principal Corporate Trust Office”) of The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Interest hereon (including the final interest payment upon maturity or redemption) is payable when due by check or draft of the Trustee mailed on the Interest Payment Date to the Registered Owner hereof at the Registered Owner ’s address as it appears on the Registration Books maintained by the Trustee at the close of business on the preceding Record Date; provided however, that at the written request of any Registered Owner of at least $1,000,000 aggregate principal amount of the Bonds, which written request is on file with the Trustee on any Record Date, interest hereon shall be paid by wire to such account in the United States as is specified in such written request.

A-2
4866-1778-8159v7/022726-0006
This Bond is one of a duly authorized issue of bonds of the Authority designated as “Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A” (the “Bonds”), of an aggregate principal amount of $__________, all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, or redemption, if any, and other provisions) and all issued pursuant to the provisions of the Refunding Law, the Dissolution Act, and the Law (as such term s are defined in the Indenture), and pursuant to an Indenture of Trust, dated as of [June] 1, 2025, entered into by and between the Authority and the Trustee (the “Indenture”), providing for the issuance of the Bonds.

The Bonds are being issued in the form of registered Bonds without coupons. Additional Parity Debt may be issued on a parity with the Bonds, but only subject to the terms of the Indenture.

Reference is hereby made to the Indenture (copies of which are on file at the office of the Authority) and all indentures supplemental thereto and to the Refunding Law, the Dissolution Act, the Marks- Roos Act, and the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Pledged Tax Revenues (as that term is defined in the Indenture), and the rights thereunder of the Registered Owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Authority thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. Capitalized terms not otherwise defined herein shall have the meanings given them in the Indenture.

The Bonds have been issued by the Authority for the purpose of providing funds to refinance certain bonds previously issued by the Authority and to pay certain expenses of the Authority in issuing the Bonds.

The Bonds are special obligations of the Authority and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Indenture), are secured by a pledge of, security interest in and lien on the Pledged Tax Revenues on deposit in the Special Fund, the Debt Service Fund, and any fund or account created under the Indenture, and are payable from Pledged Tax Revenues remaining after payment of the Senior Bonds, certain amounts to the County Auditor - Controller and certain taxing entities on a basis senior to the Bonds, as provided in the Dissolution Act and the Indenture.

There has been created, and will be maintained by the Authority, the Special Fund into which the Authority will deposit Pledged Tax Revenues received from the Auditor-Controller of the County of San Bernardino and from which the Authority shall transfer amounts to the Trustee for payment, when due, of the principal of and the interest and redemption premium, if any, on the Bonds and any Parity Debt (as defined in the Indenture).

The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as provided in the Indenture.

If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the

A-3
4866-1778-8159v7/022726-0006
charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same series, tenor and maturity.

This Bond is transferable upon the Registration Books, by the person in whose name it was registered, in person or by a duly authorized attorney of such person upon surrender to the Trustee at the Principal Corporate Trust Office for cancellation, but only in the ma nner and subject to the limitations provided in the Indenture. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same seri es, tenor and maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bond selected for redemption.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

The rights and obligations of the Authority and the Registered Owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the respective Insurer and the Registered Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall a Supplemental Inden ture modify any of the rights or obligations of the Trustee without its prior written consent. In no event shall any Supplemental Indenture modify any of the rights or obligations of any Insurer without its prior written consent.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Authority or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER ,

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.

This Bond is not a debt, liability or obligation of the City of Victorville, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those pledged by the Authority. The Bonds do not constitute an indebtedness in contravention of any constitutional or statutory debt limitation or restriction.

It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

A-4
4866-1778-8159v7/022726-0006
This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee ’s Certificate of Authentication hereon shall have been manually signed by the Trustee.

IN WITNESS WHEREOF, the Southern California Logistics Airport Authority has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its Executive Director and attested by the facsimile signature of its Secretary, all as of the Dated Date set forth above.

SOUTHERN CALIFORNIA LOGISTICS AIRPORT

AUTHORITY
By:

Executive Director
ATTEST:

Secretary

A-5
4866-1778-8159v7/022726-0006
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within-mentioned Indenture.

Authentication Date: _________, 2025

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By:

Authorized Signatory
[FORM OF STATEMENT OF INSURANCE]

A-6
4866-1778-8159v7/022726-0006
[FORM OF ASSIGNMENT]
For value received the undersigned hereby sells, assigns and transfers unto

(Name, Address and Tax Identification or Social Security Number of Assignee) the within -registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: __________________________
Signatures Guaranteed:

Note: Signature(s) must be guaranteed by an
eligible guarantor.

Note: The signatures(s) on this Assignment
must correspond with the name(s) as
written on the face of the within Bond in
every particular without alteration or
enlargement or any change whatsoever.

B-1
4866-1778-8159v7/022726-0006

EXHIBIT B

REDEVELOPMENT PLAN AND AMENDMENTS
VVEDA adopted the initial Redevelopment Plan for the 1993 Victor Valley Redevelopment Project on December 28, 1993 by Ordinance No. 2.

Ordinance No. 4 first amended the Redevelopment Plan on December 28, 1994. Amendment No. 1 allowed VVEDA to collect tax increment revenues for up to forty -five years following the Redevelopment Plan's adoption date.

Ordinance No. 5 amended the Plan for the second time on June 11, 1997. Amendment No. 2 implemented special legislation, which was subsequently updated by new special legislation changing the base year to fiscal year 1997-98.

The 1998 Amendment No. 3 to the Redevelopment Plan amended the Plan on June 10, 1998 by Ordinance No. 7 and allowed for the power of eminent domain in certain primarily nonresidential areas in the VVEDA Project Area within portions of the San Bernardino County unincorporated territory and portions of the Town of Apple Valley.

Amendment No. 4 became effective July 12, 2000. This amendment added approximately 15,705 acres (excluding public rights -of-way) in the Cities of Adelanto and Victorville the County of San Bernardino to the original 44,813 acres for a total of 60,518 acres. Amendment No. 4 also established new plan limits pursuant to Redevelopment Law. The limits were amended as part of Amendment No. 8, changing the effective date and time limit to collect tax increment.

Amendment No. 5 became effective on December 23, 2003, by Ordinance No. 9. Amendment No. 5 expanded the authority for VVEDA to acquire property through the power of eminent domain within certain portions of the unincorporated San Bernardino territory, the City of Adelanto and the City of Victorville.

Amendment No. 6 became effective on June 23, 2004, by Ordinance No. 10. Amendment No. 6 made certain changes to the text of the Plan which allowed for deferral of VVEDA's deposit of housing set- aside funds pursuant to section 33492.40(e)(2) of the Law for a specific period not to exceed five (5) years in order to use such funds to facilitate the expeditious funding of much needed infrastructure projects and other general redevelopment activities.

Amendment No. 7 became effective on June 8, 2005, by Ordinance No. 11. Amendment No. 7 amended section 539 of the Plan to address the manner in which Amendment No. 6 may be most effectively implemented.

Amendment No. 8 was adopted on December 20, 2006, by Ordinance No. 12. Amendment No. 8 added 24,610 acres to the Project Area in the Cities of Adelanto and Victorville, the Town of Apple Valle y, and the County of San Bernardino.

Attachment E

4918-0149-6581v4/022726-0006
[_________ BONDS] ESCROW AGREEMENT
This ESCROW AGREEMENT (the “Agreement”), dated as of [June] 1, 2025, is by and between the Southern California Logistics Airport Authority (the “Authority”) and The Bank of New York Mellon Trust Company, N.A., a national banking association having a corporate trust office in Los Angeles, California, and being qualified to accept and administer the escrow hereby created (acting in such capacity, the “Escrow Bank”).

WITNESSETH:

WHEREAS, pursuant to an Indenture of Trust dated as of _______ (the “Prior Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as [successor] trustee (acting in such capacity, the “Prior Trustee”), the Authority issued its [REFUNDED BOND SERIES] (the “Refunded Bonds”); and
WHEREAS, pursuant to an Indenture of Trust dated as of [June] 1, 2025 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (acting in such capacity, the “Refunding Bonds Trustee”), the Authority issued its Junior Lien Tax Allocation Refunding Bonds, Series 2025A (the “Refunding Bonds”), for the purpose of providing moneys which, together with certain other amounts held under the Prior Indenture, will be sufficient to pay on _____, 2025 (the “Redemption Date”), the principal of the Refunded Bonds maturing after the Redemption Date at a redemption price equal to the principal amount thereof plus accrued interest thereon to the Redemption Date, without premium (the “Redemption Price”); and WHEREAS, a portion of the proceeds of the Refunding Bonds shall be set aside in order to provide for the payment of the Refunded Bonds and such proceeds shall be deposited in a special escrow fund to be created hereunder and maintained by the Escrow Bank (the “Escrow Fund”); and WHEREAS, the Authority has taken action to cause to be delivered to the Escrow Bank, for deposit in the Escrow Fund, proceeds of the Refunding Bonds in an amount which, together with the cash deposits described herein, is intended by the Authority to be sufficient to redeem the Refunded Bonds maturing on and after _________ on the Redemption Date at the Redemption Price; NOW, THEREFORE, the Authority and the Escrow Bank hereby agree as follows:

Section 1. Establishment, Funding and Maintenance of Escrow Fund. The Escrow Bank agrees to establish and maintain the Escrow Fund until final payment of the Refunded Bonds has been paid in full and to hold the moneys therein at all times as a special and separate escrow fund (wholly segregated from all other moneys on deposit with the Escrow Bank). The Authority hereby instructs the Prior Trustee to transfer $__________ from the funds and accounts maintained with respect to the Refunded Bonds pursuant to the Prior Indenture to the Escrow Bank for deposit in the Escro w Fund.

The Authority hereby instructs the Escrow Bank to deposit $__________ received from the Authority, representing amounts received from the Redevelopment Property Tax Trust Fund _____, 20__ distribution, into the Escrow Fund. The Authority hereby instructs the Escrow Bank to deposit $__________ received from the Refunding Bonds Trustee from a portion of the net proceeds of the sale of the Refunding Bonds into the Escrow Fund. The Escrow Bank shall hold all such amounts uninvested in cash.
2 4918-0149-6581v4/022726-0006
Section 2. Payment of the Refunded Bonds . The Authority hereby requests and irrevocably instructs the Escrow Bank, and the Escrow Bank hereby agrees, to collect and deposit in the Escrow Fund the amounts deposited pursuant to Section 1 hereof and to transfer all such amounts to the Prior Trustee for the payment of the Refunded Bonds at the places and in the manner stipulated in the Refunded Bonds and in the Prior Indenture. The Prior Trustee hereby confirms that it provided the Notice of Redemption in the form attac hed hereto as Schedule B on _____, 20__, pursuant to [Section 2.06(c)(3)] of the Prior Indenture, in accordance with instructions previously delivered by the Authority to the Prior Trustee. The Authority hereby irrevocably instructs the Prior Trustee to (i) send to holders the Notice of Defeasance in substantially the form set forth in Schedule A hereto, and (ii) file such Notice of Defeasance with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System, maintained on the inte rnet at http://emma.msrb.org/. In accordance with [Sections 2.03 and 10.01] of the Prior Indenture, the Escrow Bank is irrevocably instructed to redeem the Refunded Bonds maturing on and after ________, 2025 on the Redemption Date at the Redemption Price. Upon payment in full of the Refunded Bonds, the Escrow Bank shall transfer any moneys remaining in the Escrow Fund to the Authority and this Agreement shall terminate.

The Escrow Agent shall be entitled to rely upon the conclusion of ____________ (the “Verification Agent”) that the deposits described in Section 1 will be sufficient to pay, on __________, 2025 (the “Redemption Date”), the principal of the outstanding Refu nded Bonds on the Redemption Date, plus interest thereon accrued through the Redemption Date, without premium.

The Escrow Bank shall not have any liability to any party in connection with any failure to timely file such notice of redemption with the Municipal Securities Rulemaking Board via its Electronic Municipal Marketplace Access system and the sole remedy available shall be an action by the holders of the Refunded Bonds in mandamus for specific performance or similar remedy to compel performance.

Section 3. Possible Deficiencies; Amounts in Excess of Required Cash Balance. (a) If at any time the Escrow Bank has actual knowledge that the moneys in the Escrow Fund will not be sufficient to make all payments required by Section 2 hereof, the Escrow Bank shall notify the Authority in writing as soon as is reasonably practicable, of such fact, the amount of such deficiency and the reason therefor solely to the extent actually known to it; provided, however, the Authority shall have no liability under this Agreement for any deficiency and shall not be required by the terms of this Agreement to provide funds to eliminate any such deficiency. (b) The Escrow Bank shall in no manner be responsible for any deficiency in the Escrow Fund, and nothing herein shall impose or imply any obligation on the part of the Escrow Bank to verify, compute, or otherwise inquire into the sufficiency of the Escrow Fund for the purposes hereof.

Section 4. Fees and Costs.
(a) The Authority shall pay to the Escrow Bank from time to time reasonable compensation for all services rendered under this Agreement and shall reimburse the Escrow Bank for all out of pocket expenses (including reasonable legal fees and expenses) incurred hereunder. (b) The fees of and the costs incurred by the Escrow Bank shall in no event be deducted or payable from, or constitute a lien against, the Escrow Fund. 3 4918-0149-6581v4/022726-0006
Section 5. Merger or Consolidation. Any company into which the Escrow Bank may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Bank may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under this Agreement, shall be the successor to such Escrow Bank without the execution or filing of any paper or any further act, notwithstanding anything herein to the contrary.

Section 6. Indemnity. To the maximum extent permitted by law, the Authority hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Bank and its respective successors, assigns, directors, officers, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable leg al fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Authority or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein, and any payment , transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Agreement; provided, however, that the Authority shall not be required to indemnify the Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or to indemnify the Escrow Bank’s respective successors, assigns, agents and employees for their negligence or willful misconduct or to indemnify for the breach by the Escrow Bank of the terms of this Agreement. In no event shall the Authority or the Escrow Bank be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Agreement. The indemnities contained in this section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank.

Section 7. Responsibilities of the Escrow Bank . The Escrow Bank and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, or any payment, transfer or other application of moneys or obligations by the Escrow Bank in accordance with the provisions of this Agreement or by reason of any non-negligent act, non-negligent omission or non - negligent error of the Escrow Bank made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the Authority and the Escrow Bank assumes no responsibility for the correctness thereof. The Escrow Bank makes no representation as to the sufficiency of the amounts deposited into the Escrow Fund to accomplish the defeasance of the Refunded Bonds or to the validity of this Agreement as to the Authority and, except as otherwise provided herein, the Escrow Bank shall incur no liability with respect thereto. The Escrow Bank shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence, willful misconduct or material default under this Agreement, and the duties and obligations of the Escrow Bank shall be determined solely by the express provisions of this Agreement and no implied covenants or obligations shall be read against the Escrow Bank hereunder. The Escrow Bank may consult with counsel, who may or may not be counsel to the Authority, and in reliance upon the written opinion or advice of such counsel shall have full and complete authorization and protection with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. No provisions of this Agreeme nt shall require the Escrow Bank to expend or risk its own funds or otherwise incur any financial liability by the performance or exercise of its rights or powers. Whenever the Escrow Bank shall deem it necessary or desirable that a matter be proved or established prior to 4 4918-0149-6581v4/022726-0006
taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Authority.

The Escrow Bank may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed b y it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Bank may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nom inees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Bank be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow B ank has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Bank shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Escrow Bank and could not have been avoided by exercising due care.

Force majeure shall include acts of God, terrorism, war, riots, strikes, fi re, floods, earthquakes, epidemics or other similar occurrences.

The Escrow Bank shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communicatio ns methods: e -mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Bank, or another method or system specified by the Escrow Bank as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Escrow Bank an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Escrow Bank Instructions using Electronic Means and the Escrow Bank in its discretion elects to act upon such Instructions, the Escrow Bank’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Escrow Bank cannot determine the identity of the actual sender of such Instructions and that the Escrow Bank shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the i ncumbency certificate provided to the Escrow Bank have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Bank and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Escrow Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Bank’s reliance upon and compliance with such Instructions not withstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Bank, including without limitation the risk of the Escrow Bank acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to th e Escrow Bank and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a 5 4918-0149-6581v4/022726-0006
commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Bank immediately upon learning of any compromise or unauthorized use of the security procedures.

The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Escrow Bank hereunder.

The Escrow Bank shall have no liability or responsibility for any loss resulting from any investment made in accordance with the provisions of this Agreement.

The Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys deposited with it to pay the principal, interest, or premiums, if any, on the Refunded Bonds.

Section 8. Amendments. This Agreement is made for the benefit of the Authority and the owners from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Bank and the Authority; provided, however, that if the Authority and the Escrow Bank receive an opinion of nationally recognized bond attorneys to the effect that the exclusion from gross income for federal income tax purposes of the interest on the Refunded Bonds and the Bonds will not be adversely affected thereby, they may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not materially adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Bank for the benefit of the owners of the Refunded Bon ds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Bank; (iii) to include under this Agreement additional funds, securities or properties (but only if the sufficiency of the Escrow Fund for the purpose herein set forth is verified by a nationally recognized firm of independent certified public accountants) and shall hold funds received by it uninvested. The Escrow Bank shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this Section 8, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 8.

Section 9. Application of Certain Terms of the Prior Indenture . All of the terms of the Prior Indenture relating to the making of payments of principal and interest with respect to the Refunded Bonds and relating to the exchange or transfer of the Refunded Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VI of the Prior Indenture relating to the removal, resignation and merger of the Prior Trustee under the Prior Indenture are also incorporated in this Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any removal, resignation or merger of the Escrow Bank hereunder.

Section 10. Severability. If any section, paragraph, sentence, clause or provision of this Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or 6 4918-0149-6581v4/022726-0006
unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Agreement.

Section 11. Execution of Counterparts; Electronic Delivery of Signatures. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Signatures appearing on any counterpart of this Agreement may be delivered by Electronic Means or by electronic delivery in PDF format, which transmission or delivery shall be deemed delivery of an originally executed document.

Section 12. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 13. Definitions. Any capitalized term used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the Prior Indenture.

Section 14. Assignment. This Agreement shall not be assigned by the Escrow Bank or any successor thereto without the prior written consent of the Authority provided, however, that an assignment made pursuant to Section 5 hereof shall not require prior written consent.

Section 15. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in which the principal office of the Escrow Ban k is located are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement; and no interest shall accrue for the period from and after such nominal date.

Section 16. The Authority covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”). The Authority covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation,, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

S-1
4918-0149-6581v4/022726-0006
IN WITNESS WHEREOF, the Southern California Logistics Airport Authority and The Bank of New York Mellon Trust Company, N.A. have caused this Agreement to be executed each on its behalf as of the day and year first above written.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Escrow Bank
By:

Authorized Officer

SOUTHERN CALIFORNIA LOGISTICS AIRPORT

AUTHORITY
By:

Executive Director

A-1
4918-0149-6581v4/022726-0006

SCHEDULE A

DEFEASANCE NOTICE

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
[NAME OF REFUNDED BONDS]
(Southern California Logistics Airport Authority Project) [REFUNDED BOND SERIES]
Maturity Date
Principal
Amount Interest Rate CUSIP

Notice is hereby given to the owners of the above-captioned and listed bonds (collectively, the “Refunded Bonds”) that:

The Southern California Logistics Airport Authority (the “ Authority”) has deposited in an Escrow Fund with The Bank of New York Mellon Trust Company, N.A., as Escrow Bank, certain monies as permitted by that Indenture of Trust dated as of ________ (the “Indenture”), by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and the Authority, pursuant to which the Refunded Bonds were issued, for the purpose of defeasing the Refunded Bonds.

The moneys deposited with the Escro w Bank will be sufficient to redeem the Refunded Bonds on _____, 2025 at a redemption price equal to the principal amount thereof and accrued interest thereon, without premium (the “Redemption Price”).

The Refunded Bonds are deemed to be paid in accordance with [Section 10.01] of the Indenture and all liability of the Authority under the Indenture has ceased and been discharged except as provided in the Indenture. All obligations of the Authority under the Continuing Disclosure Agreement Dated as of ________ with respect to the Refunded Bonds have ceased and terminated.

The Authority and the Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Refunded Bond. They are included for the convenience of the holders.

Dated: _____, 2025 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Escrow Bank

B-1
4918-0149-6581v4/022726-0006

SCHEDULE B

CONDITIONAL NOTICE OF REDEMPTION

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
[NAME OF REFUNDED BONDS]
(Southern California Logistics Airport Authority Project) [REFUNDED BOND SERIES]
BASE CUSIP NO. _________
NOTICE IS HEREBY GIVEN to the owners of the above -captioned [REFUNDED BOND SERIES] that are listed below (the “Bonds”) pursuant to the Indenture of Trust (the “Indenture”), dated as of _________, by and between the Southern California Logistics Airport Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), that the Bonds in the aggregate principal amount of $_________ have been called for redemption on _____, 2025 (the “Redemption Date”).

Maturity Date
Principal
Amount Interest Rate Price
CUSIP
Suffix

The Bonds will be payable on the Redemption Date at a redemption price of 100% of the principal amount plus accrued interest to such date , without premium (the “Redemption Price”) . Interest with respect to the Bonds to be redeemed will cease to accrue on and after the Redemption Date, and such Bonds will be surrendered to the Trustee.

All Bonds are required to be surrendered to the corporate office of the Trustee, on the Redemption Date at the following location. If payment is to be made to a person other than the Owner, the Bonds shall be accompanied by a written instrument of transfer duly executed by the Owner thereof or by his attorney duly authorized in writing. If the Bonds are mailed, the use of registered, insured mail is recommended. All transmissions should be forwarded to:

Attn: Transfers/Redemption
500 Ross Street, Suite 625
Pittsburgh, PA 15262

Southern California Logistics Airport Authority
By: The Bank of New York Mellon Trust Company, N.A.
as Escrow Bank and Trustee
Bondholder Communications: 800-254-2826
If the Owner of any Bond subject to optional redemption fails to deliver such Bond to the Trustee on the Redemption Date, such Bond shall nevertheless be deemed redeemed on the Redemption Date and the Owner of such Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds held by the Trustee for such payment.

B-2
4918-0149-6581v4/022726-0006
Redemption of the Bonds is conditional upon the receipt by the Trustee on or prior to the Redemption Date of moneys sufficient to pay the principal of and interest with respect to such Bonds to be redeemed and, if such moneys have not been so received, this notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. Any Bonds delivered for redemption shall be returned to the respective Owners thereof and said Bonds shall remain outstanding as though this conditional notice of redemption had not been given.

A form W-9 must be submitted with the Bonds. Failure to provide a completed form W -9, or certify the proper tax identification number will result in backup withholding under Section 3406 of the Internal Revenue Code of 1986, as amended.

The Southern California Logistics Airport Authority and the Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included for the convenience of the holders.

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
DATED this _____ day of _____, 2025.

Attachment F

1 $[PAR]

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS,
SERIES 2025A

BOND PURCHASE AGREEMENT

[Pricing Date]

Southern California Logistics Airport Authority
14343 Civic Drive
P.O. Box 5001
Victorville, California 92393-5001
Attention: Executive Director

Ladies and Gentlemen:

Raymond James & Associates, Inc. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, together with the exhibits hereto, is referred to as this “Purchase Agreement”) with the Southern California Logistics Airport Authority (the “Authority”), which will be binding upon the Authority and the Underwriter upon the acceptance hereof by the Authority. This offer is made subject to acceptance by the Authority by execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 6:00 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. Capitalized t erms that are used herein and not otherwise defined have the meanings that are set forth in the Indenture of Trust, dated as of [June] 1, 2025 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter, all (but not less than all) of the Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A , in the aggregate principal amount of $[PAR] (the “Bonds”). The Bonds will be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on [December 1, 2025] and each June 1 and December 1 thereafter, and will mature, bear interest and be subject to redemption prior to maturity as set forth in Exhibit A. The purchase price of the Bonds shall be equal to $ [__________] (being the aggregate principal amount thereof [plus][less] a [net] original issue [premium][discount] of $[__________], less an underwriter’s discount of $[__________]). The Authority acknowledges that the Underwriter will on the Closing Date (as such term is defined herein), on behalf of the Authority, wire a portion of the purchase price in the amount of $[_____] representing the premiums for the 2025 Reserve Policy and the 2025 Insurance Policy (as such terms are defined herein), directly to [__________] (the “Insurer”).

Section 2. The Bonds. The Bonds shall be secured by an irrevocable first lien on and security interest in the Pledged Tax Revenues, the Special Fund held by the Authority and certain funds 2 and accounts held by the Trustee as provided in the Indenture, on a parity with any Parity Debt issued in the future in accordance with the Indenture.

The Bonds shall be as described in, and shall be secured under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority and the Underwriter.

A portion of the proceeds of the Bonds shall be used by the Authority to refund, [in whole,] the following series of bonds previously issued by the Authority (collectively, the “Refunded Bonds”):
(i) the $42,185,000 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Parity Bonds (Southern California Logistics Airport Project) Series 2005A, issued on June 15, 2005; (ii) the $16,855,000 initial aggregate principal amount of Southern California Logistics Airport Authority Housing Set-Aside Revenue Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006; (iii) the $62,780,0 00 initial aggregate principal amount of Southern California Logistics Airport Authority Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Refunding Series 2006, issued on June 20, 2006; (iv) the $42,000,000 initial aggreg ate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2007, issued on December 12, 2007; and (v) $5,985,000 initial aggregate principal amount of Southern California Logistics Airport Authority Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A, issued on May 15, 2008 as current interest bonds.

The remaining proceeds of the Bonds shall be used by the Authority to pay the costs of issuing the Bonds, including the premium for a debt service reserve insurance policy to be issued by the Insurer guaranteeing certain payments into the reserve account with respect to the Bonds (the “ 2025 Reserve Policy”) and the premium for a municipal bond insurance policy to be issued by the Insurer insuring the Bonds [maturing on December 1, 20__ through December 1, 20__, inclusive] (the “2025 Insurance Policy”).

The Prior Bonds will be refunded pursuant to five separate escrow agreements, each dated as of June 1, 2025, between the Authority and The Bank of New York Mellon Trust Company, N.A., as escrow bank (in such capacity, the “Escrow Bank”) (collectively, the “Escrow Agreements”).

The Bonds were (i) authorized to be issued by Resolution No. ____ adopted by the Commission of the Authority (the “ Authority Commission ”) on ____________, 2025 (the “Authority Bond Resolution”), (ii) approved to be issued by Resolution No. ____ adopted by the Commission of the Victor Valley Economic Development Authority (the “ VVEDA Commission ”) on ____________, 2025 (the “VVEDA Resolution”), (iii) approved to be issued by Resolution No. ____ adopted by the City Council of the City of Victorville (the “ Victorville City Council”) on ____________, 2025 (the “City of Victorville Resolution”), (iv) authorized to be issued by Resolution No. 2025-__ of the San Bernardino Countywide Oversight Board , adopted on __________, 2025 (the “Oversight Board Resolution”); and (v) approved by the Department of Finance of the State (the “Department of Finance”) pursuant to a letter dated [_____], 2025 (the “DOF Letter”).

The Authority will undertake pursuant to the provisions of a Continuing Disclosure Certificate, to be dated the date of the Closing (the “Continuing Disclosure Certificate ”) and executed by the Authority and Urban Futures, Inc., as dissemination agent , to provide certain annual information and notices of the occurrence of certain events. A description of the undertaking is set forth in the 3 Preliminary Official Statement and will also be set forth in the Official Statement (as hereinafter defined).

The Indenture, the Continuing Disclosure Certificate, the Escrow Agreements and this Purchase Agreement are sometimes collectively referred to herein as the “Authority Documents.”

Section 3. Public Offering and Establishment of Issue Price.

(a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth in Exhibit A and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provide d that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and s old to certain dealers at prices lower than such initial public offering prices. The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iv) the Underwriter has financ ial and other interests that differ from those of the Authority; and (v) the Authority has consulted its own legal, financial and other advisors to the extent that it has deemed appropriate.

(b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form set forth in Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel (as such term is defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this Section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Urban Futures, Inc., as municipal advisor (the “Municipal Advisor”) and any notice or report to be provided to the Authority may be provided to the Authority’s Municipal Advisor.

(c) Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either: (i) the Underwriter has sold all of the Bonds of that m aturity; or (ii), the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the Authority or Bond Counsel. For 4 purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in th is Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.

(d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price ”), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

(i) the close of the fifth (5th) business day after the sale date; or

(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

(e) The Underwriter confirms that:

(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group, and each broker-dealer that is a party to such third -party distribution agreement, as applicable, (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date m ay be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter; (B) to promptly notify the Underwriter of any s ales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public; and

(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third-party distribution 5 agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

(f) The Authority acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for est ablishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third - party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds.

(g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section:

(i) “public” means any person other than an underwriter or a related party;

(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public);

(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of anoth er), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

6 (iv) “sale date ” means the date of execution of this Purchase Agreement by all parties.

Section 4. The Official Statement . By its acceptance of this proposal, the Authority ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the preliminary Official Statement relating to the Bonds dated [POS Date] (including the cover page, all appendices and all information incorporated therein and any other supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that an authorized officer of the Authority deemed “final” as of its date, for purposes of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2 -12. The Authority agrees to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all informa tion that was previously permitted to have been omitted by Rule 15c2 -12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2 -12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

The Authority Commission authorized distribution of the Preliminary Official Statement and preparation and distribution of the Official Statement pursuant to a resolution adopted on _________, 2025 (the together with the Authority Bond Resolution, the “Authority Resolutions”).

The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement.

The Underwriter agrees: (i) to provide the Authority with final pricing information on the Bonds on a timely basis; and (ii) to file a copy of the Official Statement, including any supplements prepared by the Authority in accordance with MSRB rules with the MSRB at http://emma.msrb.org. The Authority hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds. The Authority will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:30 a.m., California time, on [Closing Date], or at such other time or date as the Authority and the Underwriter agree upon (the “ Closing Date”), the Authority shall deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“ DTC”), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the Underwriter under DTC’s FAST procedures. Concur rently with the delivery of the Bonds, the Authority will deliver the documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California (“Bond Counsel”), or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.”

The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority acknowledges that the 7 services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority . The Authority represents, warrants and covenants to the Underwriter that, as of the date hereof:

(a) The Authority is a public body that is duly organized and existing under the Constitution and laws of the State of California (the “State”), including Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State and the Second Amended and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority (the “SCLAA JPA”) dated February 21, 2001, by and among the City of Victorville, California (the “City of Victorville”), the Successor Agency to the Victorville Redevelopment Agency, as successor to the former Redevelopment Agency of the City of Victorville[, and the Victorville Water District].

(b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.

(c) By all necessary official action at regular meetings of the Authority Commission that were duly noticed and held, the Authority Commission has adopted the Authority Resolutions, has duly authorized and approved the issuance of the Bonds and the execution of the Authority Documents, has duly authorized and approved the Preliminary Official Statement, will, by execution thereof, duly authorize and approve the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other trans actions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.

(d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgmen t or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority's part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge 8 or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.

(e) To the best of the Authority’s knowledge as confirmed by an officer of the Authority on or about the date of the Preliminary Official Statement, none of the VVEDA Members, the Successor Agency to the Victorville Redevelopment Agency, or the Victorville Water District are in any material respect in breach of or default under the VVEDA JPA or SCLAA JPA to which they are a party, any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which any VVEDA Member, the Successor Agency to the Victorville Redevelopment Agency, or the Victorville Water District is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations, including to meet debt service requirements, under any of its bonds or similar obligations payable from tax increment revenues, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument.

(f) Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction over the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; .

(g) The Preliminary Official Statement was as of its date and at the date hereof, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respect s, and the Preliminary Official Statement did not as of its date and at the date hereof, and the Official Statement does not and will not, at all times subsequent to the date of the Official Statement up to and including the Closing, contain any untrue sta tement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions [“UNDERWRITING”], information regarding DTC and its book-entry only system, and information regarding the Insurer, the 2025 Reserve Policy and the 2025 Insurance Policy, as to which no view is expressed).

(h) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibitin g or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.

(i) As of the time of acceptance hereof, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with servic e of process upon the Authority having been accomplished, or threatened in writing to the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective 9 offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, the payment or collection of Pledged Tax Revenues or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to stat e any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(j) To the Authority's knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(i).

(k) Until the date which is twenty-five (25) days after the end of the underwriting period, if any event shall occur of which the Authority is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, and information regarding the Insurer, the 2025 Reserve Policy and the 2025 Insurance Policy, and, as to which no view is expressed), the Authority shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Un derwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered by the Underwriter to the Authority at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period.

(l) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Authority has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.

(m) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.

(n) The financial statements of the Authority as of [June 30, 2023] attached as Appendix [__] to the Preliminary Official Statement and the Official Statement fairly represent the receipts, expenditures and cash balances of the Authority. Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriter, there has 10 not been any materially adverse change in the financial condition of the Authority or in its operations since [June 30, 2023] and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.

(o) To the extent required by law, the Authority will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A form of the Continuing Disclosure Certificate is set forth in Appendix [__] to the Preliminary Official Statement and will also be set forth in the Official Statement.

(p) Between the date of this Purchase Agreement and twenty -five (25) days after the end of the underwriting period, the Authority will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds, notes, or other obligation s for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Pledged Tax Revenues.

(q) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority t o the Underwriter as to the statements made therein but not of the person signing such certificate.

(r) The VVEDA Commission has duly adopted the VVEDA Resolution approving the issuance of the Bonds and no further VVEDA Commission approval or consent is required for the issuing of the Bonds or the consummation of the transactions described in the Preliminary Official Statement.

(s) The Victorville City Council has duly adopted the City of Victorville Resolution approving the issuance of the Bonds and pledging certain tax revenues from the VVEDA Project Area and no further Victorville City Council approval or consent is required for the issuing of the Bonds, to give effect or enforce such pl edge, or the consummation of the transactions described in the Preliminary Official Statement.

(t) The Oversight Board has duly adopted the Oversight Board Resolution approving the Authority Bond Resolution and the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions described in the Preliminary Official Statement.

(u) Pursuant to the DOF Letter, t he Department of Finance has approved the issuance of the Bonds. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official Statement and the Official Statement, the Authority is not aware of the Department of Finance directing or having any basis to direct the Auditor -Controller of the County of San Bernardino to deduct unpaid unencumbered funds from future allocations of property tax to VVEDA pursuant to Section 34183 of the Dissolution Act.

Section 7. Conditions to the Obligations of the Underwriter . The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority , as well as 11 authorized representatives of Bond Counsel , the Trustee and others made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Authority of its obligations to be performed under the Authority Documents at or prior to the Closing Date; and to the following additional conditions:

(a) The representations, warranties and covenants of the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.

(b) At the time of Closing, the Authority Documents shall be in full force and effect as valid and binding agreements between the parties thereto, and the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.

(c) At the time of the Closing, no material default shall have occurred or be existing under the Authority Documents or any other agreement or document pursuant to which any of the financial obligations of the Authority were executed and delivered, and the Authority shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which default would materially adversely impact the ability of the Authority to pay debt service on the Bonds.

(d) In recognition of the desire of the Authority and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority prior to delivery of and payment for the Bonds, if between the date hereof and the time of Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):

(i) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:

(A) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Bonds;

(B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalati on of such calamity or crisis; or

(C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been requir ed and be in force on any such exchange, whether by virtue of determination by that exchange or by order of U.S. 12 Securities and Exchange Commission ( “SEC”) or any other governmental authority having jurisdiction; or

(D) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or

(E) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the Authority shall have occurred; or

(F) any rating of the Bonds or Senior Bonds shall have been downgraded, withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or

(ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or

(iii) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or

(iv) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or

(v) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or

(vi) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing 13 Date, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939; or

(vii) the commencement of any action, suit or proceeding described in Section 6(i) of this Purchase Agreement.

Subject to Section 16 of this Purchase Agreement, upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the Authority and the Underwriter under this Purchase Agreement shall terminate, without further liability.

(e) at or prior to the Closing , the Underwriter shall receive the following documents, in each case satisfactory in form and substance to the Underwriter:

(i) Certified copies of the Authority Resolutions, the VVEDA Resolution, the City of Victorville Resolution and the Oversight Board Resolution;

(ii) The Authority Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;

(iii) Specimen Bonds;

(iv) The approving opinion of Bond Counsel dated the Closing Date and addressed to the Authority, in substantially the form attached as Appendix [__] to the Official Statement, and a reliance letter or letters thereon addressed to the Underwriter, the Insurer and the Trustee;

(v) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter and the Insurer, in substantially the from attached as Exhibit C hereto;

(vi) The Official Statement executed by an authorized officer of the Authority;

(vii) Specimen Bonds;

(viii) Evidence that the ratings on the Bonds are described in the Official Statement;

(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority, satisfactory in form and substance to the Underwriter, to the effect that:

(A) the Authority Resolutions were duly adopted at regular meetings of the Authority Commission held on [February 4] , 2025 and _________, 2025, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and have not been amended, modified or supplemented, except as agreed to by the Underwriter;

(B) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date;

14 (C) no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect;

(D) the information and statements contained in the Official Statement (other than information in the Official Statement under the caption [“UNDERWRITING”] and information regarding DTC and its book-entry only system, and information regarding the Insurer, the 2025 Reserve Policy and the 2025 Insurance Policy) did not as of its date and does not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of th e circumstances under which they were made, not misleading;

(E) the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, ag reement or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;

(F) the refunding of the Refunded Bonds with the proceeds of the Bonds will achieve debt service savings in compliance with the parameters set forth in Section 34177.5(a) of the Health and Safety Code of the State in that (i) the total interest cost to maturity on the Bonds plus the principal amount of the Bonds does not exceed the total remaining interest cost to maturity on the Refunded Bonds plus the remaining principal amount of the Refunded Bonds, and (ii) the principal amount of the Bonds does not exceed the amount required to defease the Refunded Bonds, to establish customary debt service reserves, and to pay related costs of issuance, as evidenced by the pertinent debt service schedules attached to such certificate; and

(G) all costs of issuance being paid from proceeds constitute related costs of issuance within the meaning of Section 34177.5(a) of the Health and Safety Code and all Costs of Issuance are properly chargeable to the Bonds in accordance with proper governmental accounting principles;

(x) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Green De Bortnowsky, LLP, as General Counsel to the Authority, to the effect that:

(A) the Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State;

(B) the Authority Resolutions were duly adopted at regular meetings of the governing board of the Authority which were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, are in full force and effect and have not been modified, amended, rescinded or repealed since their respective date of adoption;

(C) the Authority has full right and lawful authority to execute and deliver the Authority Documents and such documents have been duly authorized, executed and delivered by and on behalf of the Authority, and assuming the due authorization, execution and delivery by the other 15 parties thereto, the Authority Documents are valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or e quitable principles relating to or limiting creditors’ rights generally;

(D) the information in the Preliminary Official Statement and the Official Statement under the captions [“_______”] insofar as such statements purport to summarize information with respect to the Authority, VVEDA, the VVEDA Project Area, the Pledged Tax Revenues, and the tax sharing and other obligations with respect to the VVEDA Project Area , fairly and accurately summarizes the information presented therein;

(E) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of our knowledge, t here is no litigation, action, suit, proceeding or investigation (or any basis therefor) at law or in equity before or by any court, governmental agency or body, pending by way of a summons served against the Authority or, to our knowledge, threatened in writing against the Authority , challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby or contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents, or under which a determination adverse to the Authority would have a material adverse effect upon the availability of Pledged Tax Revenues, or which, in any manner, questions the right of the Authority to enter into Authority Documents, and perform its obligations under the Authority Documents;

(F) without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, nothing has come to our attention which would lead us to believe that the Preliminary Official Statement and its date and as of the [Pricing Date] and the Official Statement as of its date and as of the Closing Date (excluding therefrom the financial information and the statistical data included thereon included in the Preliminary Official Statement and the Official Statement, as to which no opinion is expressed) contain any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they were made, not misleading;

(G) insofar as it will have a material adverse effect on the ability of the Authority to enter into, carry out or perform its obligations under the Authority Documents or to consummate the transactions contemplated thereby, to the best of our knowledge, the Authority is not in material breach of or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its prope rty or assets is otherwise subject, and, to the best of our knowledge no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such judgment, decree, or instrument; and

(H) no authorization, approval, consent, or order of any governmental agency or, to the best of our knowledge, any other person or corporation is required for the valid authorization, execution and delivery of the Authority Documents on behalf of the Authority that has not been obtained.

16 (xi) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Green De Bortnowsky, LLP, as General Counsel to VVEDA, to the effect that:

(A) VVEDA is duly organized and validly existing as a joint exercise of powers authority under the laws of the State; and

(B) the VVEDA Resolution was duly adopted at a regular meeting of the governing board of VVEDA which was called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, is in full force and effec t and has not been modified, amended, rescinded or repealed since its date of adoption;

(xii) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Green De Bortnowsky, LLP, as City Attorney to the City of Victorville, to the effect that:

(A) the City of Victorville is a political subdivision of the State of California that is duly organized and existing under and by virtue of the general laws of the State of California;

(B) the City of Victorville Resolution was duly adopted at a regular meeting of the City at which a quorum was present and acting throughout, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption; and

(C) the information in the Preliminary Official Statement and the Official Statement under the captions [“________”] insofar as such statements purport to summarize information with respect to City of Victorville and the Victorville Pledge , fairly and accurately summarizes the information presented therein;

(D) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of our knowledge, there is no litigation, action, suit, proceeding or investigation (or any basis therefor) at law or in equity before or by any court, governmental agency or body, pending by way of a summons served against the City of Victorville or, to our knowledge, threatened in writing against the City of Victorville, challenging the creation, organization or existence of the City of Victorville, seeking to restrain or enjoin the Victorville Pledge, or seeking to restrain or enjoin any of the transactions referred to in the Authority Documents or contemplated by the Authority Documents or contesting the authority of the City of Victorvil le to pledge the property tax increment revenues pledged by the City of Victorville pursuant to the Victorville Pledge, or under which a determination adverse to the City of Victorville could have a material adverse effect upon the availability of Pledged Tax Revenues, or which, in any manner, questions the right of the City of Victorville to pledge the property tax increment revenues pledged by the City of Victorville pursuant to the Victorville Pledge.

(xiii) A letter of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California as disclosure counsel to the Authority, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D hereto.

(xiv) An opinion of Anzel Galvan LLP, San Francisco, California, dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter;

17 (xv) An opinion of counsel to The Bank of New York Mellon Trust Company, N.A. (the “ Bank”), as the Trustee and the Escrow Agent , dated the Closing Date and addressed to the Authority, the Insurer and the Underwriter, to the effect that:

(A) The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Indenture and the Escrow Agreements and to enter into the Indenture and the Escrow Agreements;

(B) The Indenture and the Escrow Agreements have been duly authorized, executed and delivered by the Bank and constitute the legal, valid and binding obligations of the Bank enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolv ency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought;

(C) To such counsel’s knowledge, the execution and delivery by the Bank of the Indenture and the Escrow Agreements and the performance of the obligations of the Bank under the Indenture and the Escrow Agreements by the Trustee, will not conflict with or contra vene the Articles of Association or Bylaws of the Trustee, or any law, regulation or ruling of any court or governmental authority to which the Bank is subject;

(D) To such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Bank that has not been obtained by the Bank is required for the authorization, execution, delivery an d performance by the Bank of the Indenture and the Escrow Agreements; and

(E) An authorized representative of the Bank has duly authenticated the Bonds.

(xvi) A certificate, dated the Closing Date, signed by a duly authorized official of the Bank, in form and substance satisfactory to Bond Counsel and the Underwriter, and an incumbency certificate of the Bank;

(xvii) For the Bonds, the preliminary and final Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code;

(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system;

(xix) Certificates dated the Closing Date regarding tax, arbitrage and use of proceeds of the Authority relating to the Bonds, in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;

(xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority, as required under Rule 15c2-12;

(xxi) Evidence that a debt management policy which complies with Section 8855 of the Government Code has been adopted by the Authority;
18 (xxii) Evidence of the publication of a notice of public hearing held by the Victorville City Council as required pursuant to Section 6586.5 of the Government Code in connection with the issuance of the Bonds;

(xxiii) Certified copies of the SCLAA JPA and all amendments thereto and related certificates issued by the Secretary of State of the State (or, alternatively, a certificate of the Authority confirming that notice of the SCLAA JPA and all amendments thereto have been filed with the Secretary of State prior to the Closing Date), together with documentation from the Secretary of State with respect to the Authority’s good standing;

(xxiv) Certified copies of the VVEDA JPA and all amendments thereto and related certificates issued by the Secretary of State of the State (or, alternatively, a certificate of VVEDA confirming that notice of the VVEDA JPA and all amendments thereto have been file d with the Secretary of State prior to the Closing Date), together with documentation from the Secretary of State with respect to VVEDA’s good standing;

(xxv) A certificate dated the Closing Date, signed by a duly authorized officer of the Municipal Advisor, to the effect that:

(A) the Municipal Advisor has participated in the preparation of the Preliminary Official Statement and the Official Statement and nothing has come to the attention of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omits to state a fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and
(B) the refunding of the Refunded Bonds with the proceeds of the Bonds will achieve debt service savings in compliance with the parameters set forth in Section 34177.5(a) of the Health and Safety Code of the State in that (I) the total interest cost to maturity on the Bonds plus the principal amount of the Bonds does not exceed the total remaining interest cost to maturity on the Refunded Bonds plus the remaining principal amount of the Refunded Bonds, and (II) the principal amount of the Bonds does not exceed the amount required to defease the Refunded Bonds, to establish customary debt service reserves, and to pay related costs of issuance, as evidenced by the pertinent debt service schedules attached to such certificate.

(xxvi) A certificate dated the Closing Date, signed by a duly authorized officer of Harris & Associates, as fiscal consultant (the “Fiscal Consultant”), dated the date of the Closing, to the effect that, to the best of its knowledge, the assessed valuations and other fiscal information contained in the Official Statement and the Preliminary Official Statement, including the report of the Fiscal Consultant attached thereto as Appendix [__], are presented fairly and accurately, and consenting to the use of its report as Appendix [__] to the Preliminary Official Statement and the Official Statement;

(xxvii) An executed a copy of the DOF Letter;

(xxviii) Evidence satisfactory to the Underwriter that the Trustee has received the 2025 Reserve Policy and the 2025 Insurance Policy from the Insurer;

(xxix) An opinion of counsel to the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the 19 2025 Reserve Policy and the 2025 Insurance Policy , and disclosures relating thereto in the Official Statement;

(xxx) A certificate of the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Bond Counsel, with respect to, among other matters, the 2025 Reserve Policy and the 2025 Insurance Policy , and disclosures relating thereto in the Official Statement;

(xxxi) [A defeasance opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, the Bank, and the Insurer, with respect to the [Refunded Bonds]];

(xxxii) A verification report of Causey Demgen & Moore P.C., dated the Closing Date, with respect to the sufficiency of amounts deposited with the Escrow Agent under the Escrow Agreements to defease and redeem the Refunded Bonds; and

(xxxiii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 8. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2 -12), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, or the Authority shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the c ircumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to sta te a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date unless the Underwriter notifies the Authority otherwise in writing.

Section 9. Expenses. Whether or not the Bonds are sold to the Underwriter, the Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the Authority hereunder. If the Bonds are delivered by the Authority to the Underwriter, the Authority shall pay, from the proceeds of the Bonds or from other funds of the Authority, the following expenses: (a) the cost of preparing, duplicating or printing, mailing and delivering the Authority Documents, the Prelimina ry Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof); (b) the cost of preparation and printing of the definitive Bonds; (c) the fees and expenses of the Authority, the Trustee, Bond Counsel, Disclosure Counsel, the Municipal Advisor, any entity retained by the Authority to perform continuing disclosure compliance research or provide continuing disclosure compliance reports and any other experts or consultants retained b y the Authority; (d) the charges of any rating agency with respect to the Bonds; (e) premiums and other expenses relating to the Policy and the Reserve Policy; (f) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the Bonds, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) o nly if the Authority and Underwriter have previously discussed and approved the allocation o f proceeds towards these fees, 20 and meal and travel expenses of the personnel of the Authority, but not including entertainment expenses or those to be paid by the Underwriter pursuant to the last paragraph of this Section 9, and (g) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the Authority Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) and/or the initial offering, sale and delivery of the Bonds. The Authority has authorized, and does hereby authorize, the Underwriter to pay such expenses on behalf of the Authority from proceeds of the Bonds at Closing as further described in the closing memorandum relating to the Bonds.

If the Bonds are sold to the Underwriter by the Authority, the Authority shall pay out of the proceeds of the Bonds the discount of the Underwriter or the purchase price paid for the Bonds shall reflect such discount.

Except as otherwise provided in this Section 9, the Underwriter shall pay the cost, if any, of qualifying the Bonds for sale in the various states chosen by the Underwriter, all advertising expenses in connection with the public offering of the Bonds and all other expenses incurred by it in connection with its public offering and distribution of the Bonds, not described above including fees and expenses of counsel to the Underwriter.

Section 10. Qualification of Bonds. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification; provided, however, that the Authority will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

Section 11. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Raymond James & Associates, Inc., One Embarcadero Center, Suite 650, San Francisco, California 94111. Attention, Emily Giles, Managing Director. Any notice or communication to be given to the Authority under this Purchase Agreement may be given by delivering the same in writing to the applicable address set forth on the first page of this Purchase Agreement.

Section 12. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party or for any other purpose.

Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 14. Entire Agreement. This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.

21 Section 15. Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 16. Survival of Representations and Warranties . The representations and warranties of the Authority in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds.

Section 17. Effectiveness. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.

[Signature Page Follows]

S-1
Section 18. Governing Law . This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

Very truly yours,

RAYMOND JAMES & ASSOCIATES, INC.

By:

Authorized Officer

Accepted and agreed to as of
the date first above written, and the time identified
below:

SOUTHERN CALIFORNIA LOGISTICS

AIRPORT AUTHORITY

By:

Name:

Title:

Time of Execution: California time

A-1

EXHIBIT A

MATURITY SCHEDULE
Maturity
Date
(December 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
Hold-the-
Offering-
Price Rule
Used
$ % %

REDEMPTION PROVISIONS

Optional Redemption. The Bonds maturing on or prior to December 1, 20___ are not subject to optional redemption. The Bonds maturing on or after December 1, 20___, are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after December 1, 20___, by such maturity or maturities as shall be directed by the Authority, from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption. The Bonds maturing December 1, 20__ and December 1, 20__ (the “Term Bonds”) shall also be subject to mandatory redemption in whole, or in part by lot, on December 1 in each year, commencing December 1, 20__ and December 1, 20__, respectively, as set forth below, from sinking fund payments made by the Authority to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on December 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such Term Bonds may be purchased by the Authority pursuant to the Indenture, and (z) if some but not all of such Term Bonds have been optionally redeemed as described above, the total amount of all future sinking

A-2
fund payments shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Authority.

Term Bonds of 20___
December 1 Principal Amount
$

*

* Maturity
Term Bonds of 20___
December 1 Principal Amount

*

* Maturity

B-1

EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS,
SERIES 2025A

The undersigned, on behalf of Raymond James & Associates, Inc. (“Raymond James”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Bonds”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Raymond James offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [Pricing Date], by and between Raymond James, as the Underwriter (as defined below), and the Issuer (as defined below), Raymond James has agreed in writing that: (i) for each Maturity of the Hold -the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold- the-offering-price rule”); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. [Reserve fund certification to come]

4. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (which Sale Date is [Pricing Date]), or (ii) the date on which Raymond James has sold at

B-2
least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the Southern California Logistics Airport Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Raymond James’ interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to th e Issuer from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

RAYMOND JAMES & ASSOCIATES, INC.

By:

Name:

Dated: [Closing Date]

B-3

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

B-4

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

C-1

EXHIBIT C

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[To come from Stradling]

D-1

EXHIBIT D

FORM OF DISCLOSURE COUNSEL OPINION
[To come from Stradling]

Attachment G

RESOLUTION NO. R-SA-25-001

RESOLUTION OF THE CITY OF VICTORVILLE SITTING

AS THE GOVERNING BOARD OF THE SUCCESSOR

AGENCY TO THE VICTORVILLE REDEVELOPMENT

AGENCY APPROVING, RATIFYING, AND CONSENTING

TO THE ADDITION OF THE VICTORVILLE WATER

DISTRICT AS A MEMBER OF THE SOUTHERN

CALIFORNIA LOGISTICS AIRPORT AUTHORITY
WHEREAS, the Southern California Logistics Airport Authority (the “Authority”) is a joint exercise of powers authority and a public body, corporate and politic, duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Joint Exercise of Powers Act, including Articles 1 through 4 of Chapter 5, Divis ion 7, Title 1 (commencing with Section 6500) of the Government Code of the State of California (referred to herein as the “JPA Law”) and the Second Amend ed and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority (the “ SCLAA JPA ”) originally entered into between the City of Victorville (the “City”) and the Victorville Redevelopment Agency;
WHEREAS, by implementation of California Assembly Bill X1 26, which amended provisions of the California Community Redevelopment Law, and the California Supreme Court’s decision in California Redevelopment Association v. Matosantos , the former Victorville Redevelopment Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 (as amended, the “Dissolution Act”) and the City serves as the Successor Agency to the Victorville Redevelopment Agency (the “Successor Agency”) in accordance with the Dissolution Act; WHEREAS, the City and the Victorville Water District (“VWD”) previously entered into an agreement pursuant to which the City and VWD agreed that VWD would become a member of the Authority;
WHEREAS, the Successor Agency, as a member of the Authority, desires to approve, ratify, and consent to the addition of VWD as a member of the Authority pursuant to the SCLAA JPA;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF VICTORVILLE SITTING AS THE GOVERNING BOARD OF THE SUCCESSOR AGENCY TO THE VICTORVILLE REDEVELOPMENT AGENCY, AS FOLLOWS:

Section 1. Recitals; Findings. The foregoing recitals are true and correct.

Section 2. Victorville Water District Membership in SCLAA . The Successor Agency hereby approves, ratifies, and consents to the addition of VWD as a member of the Authority pursuant to the SCLAA JPA, in accordance with the terms and provisions of that certain Agreement by and Between the City of Victorville and the Victorville Water District dated as of January 17, 2012.
2 Section 3. Effective Date. This Resolution shall become effective immediately upon adoption.

Item Number: 3
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Donna Meester, Community Services Director

Subject:

Notice of Completion – Brentwood Park Shade Structures, Purchase and Installation, Project ESC24-094
Recommendation:

That the Honorable City Council accept as complete and approve the Notice of Completion for the Brentwood Park Shade Structures, Purchase and Installation, Project ESC24-094 and authorize the City Manager to execute the Notice of Completion.

Fiscal Impact:

There is no fiscal impact associated with this item. Retention in the amount of five percent was withheld from each payment application during the course of construction as per the construction agreement. The retention of $7,580.18 will be released after City Council approval and the recording of the Notice of Completion. The retention account numbers, account descriptions and amounts withheld are shown in the table below.

Budget Account No. Fund Retention Withheld
270-20110-81012 State Grant $4,880.06
105-20110-81012 Measure P $2,500.00
100-20110-81012 General Fund $200.12
Strategic Plan Goal:

The City of Victorville Strategic Plan 2023-2026 identifies multi-year strategic goals and various strategies to work toward achieving those goals. The Brentwood Park Shade Structures, Purchase and Installation, Project ESC24-094 assists in achieving the following: Goal E, Invest in Infrastructure, create a healthy and livable community by maintaining the city’s assets through investment in infrastructure and innovations; Strategy 7, implement priority projects identified in the Parks and Recreation Master Plan. 3 9
5 9
Background:

On May 7, 2024, the City Council unanimously awarded a construction agreement to Shade Structures, Inc. DBA USA Shade & Fabric Structures in the amount of $151,603.54 for the Brentwood Park Shade Structures, Purchase and Installation, Project ESC24-094.

There were no change orders executed during the course of construction.

Discussion:

The Brentwood Park Shade Structures, Purchase and Installation, Project ESC24-094 was completed on December 9, 2024, within the contract expiration date and to the satisfaction of staff. Therefore, staff is requesting the approval and filing of the Notice of Completion for this project (Attachment B).

Staff is available for any questions the Council may have.

Attachments: A. Photos
B. Notice of Completion
Attachment A

Attachment B

Recording of this document is fee-exempt under Government SPACE ABOVE THIS LINE FOR RECORDER’S USE Code Section 6103. No Documentary Transfer Tax is due on the document pursuant to Revenue Taxation Code Section 11922

PUBLIC CONTRACT

NOTICE OF COMPLETION

NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter described.

2. The FULL NAME of the OWNER is CITY OF VICTORVILLE

3. The FULL ADDRESS of the OWNER is 14343 CIVIC DRIVE, VICTORVILLE, CA 92392 A work of improvement on the property hereinafter described was COMPLETED 12-09-24

4. The work of improvement completed is described as follows: BRENTWOOD PLAYGROUND SHADE

STRUCTURES

5. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement USA SHADE & FABRIC

STRUCTURES

6. The work site location is 14026 HOOK BLVD, VICTORVILLE, CA 92392

7. Assessor’s Parcel Numbers: 3104-201-43

8. The property on which said work of improvement was completed is in the City of VICTORVILLE, County of SAN BERNARDINO, State of CALIFORNIA.

Verification of NON-INDIVIDUAL owner: I, Keith C. Metzler, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the City Manager of the aforesaid interest or estate in the property described in the above notice; that I have read said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct.

at Victorville, California
Date Keith C. Metzler,
City Manager
City of Victorville

RECORDING REQUESTED BY:

CITY OF VICTORVILLE
WHEN RECORDED MAIL TO:

CITY OF VICTORVILLE
ATTN: CITY CLERK
P.O. BOX 5001
VICTORVILLE, CA 92393-5001
Item Number: 4
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Jorge Duran, Code Enforcement Official

Subject:

Code Compliance Department FY24/25 Second Quarter Code Compliance Division and Animal Services Division Activity Reports
Recommendation:

That the honorable City Council review and file.

Fiscal Impact:

There is no fiscal impact associated with this item.

Strategic Plan Goal:

This item aligns with Strategic Plan Goal B, Public Safety, as the activity reports provide statistical data and information associated with the Code Compliance Department’s efforts regarding, community enhancement, homeless outreach services, and the care of animals.

Background:

Staff has compiled the attached Code Compliance Department Activity Reports consisting of the Code Compliance Division and Animal Services Division statistics for the second quarter of fiscal year 2024/2025.

Discussion:

The attached Code Compliance Department Reports include information about compliance efforts, compliance activity, land use, public nuisances, parking, homeless outreach services, clean-up efforts, animal services programs, field activity, resident service calls, and animal care and licensing during the second quarter of FY 2024/2025, (October 1, 2024 to December 31, 2024).

Attachments: A. Code Compliance Division Activity Report B. Animal Services Division Activity Report
Attachment A

QUARTERLY REPORT

CODE COMPLIANCE DIVISION
OCTOBER - DECEMBER 2024
1 FY24 FY23 FY22 FY21 FY200
1000
2000
3000
4000
5000

STAFF LEVELS &

FISCAL YEAR STATS
1 Code Enforcement Official
3 Code Enforcement Supervisors
11 Code Enforcement Officer II (4 assigned to
Homeless Engagement Team)
3 Code Enforcement Officer I
2 Code Compliance Technicians
1 Management Specialist
1 Administrative Intern
Vacant Position
Enforcement Manager

TOTAL CASES PER CALENDAR YEAR
6793
3656
3211
2457 2517

CURRENT STAFF
LEVELS
2 FY23/24 Q2 FY24/25 Q20
20 40
60 80

BUSINESS LICENSE
66 80
FY23/24 Q2 FY24/25 Q20
10 20
30 40
50 60
70 WEED ABATEMENT
FY23/24 Q2 FY24/25 Q20
50 100
150
200
250
300

PARKING ENFORCEMENT
19 69
268
201

ENCAMPMENT CLEARANCE
FY23/24 Q2 FY24/25 Q20
100
200
300
400
257
365

CASE TYPE
COMPARISON FY 24/25
QUARTER 2
3 246
145
FY23/24 Q2 FY24/25 Q20
50 100
150
200
250
246
145
FY23/24 Q2 FY24/25 Q20
50 100
150
200
250

PROPERTY MAINTENANCE
203
238

NUISANCE
201 213

CASE TYPE COMPARISON
CONTINUED FY 24/25
QUARTER 2

RECENTLY IMPROVED

PROPERTY
4 BEFORE AFTER
145
320
FY23/24 Q2 FY24/25 Q20
1000
2000
3000
4000
5000
FY23/24 Q2 FY24/25 Q20
50 100
150
200
250
300

COMPLETED INSPECTIONS
COMPARISON FY24/25 Q2
2140

CODE CASE INSPECTIONS RENTAL PROPERTY INSPECTIONS
4473
147
5 264

BEFORE AFTER
145
FY23/24 Q2 FY24/25 Q20
100
200
300
400
500

42.5%
26%

24.1%

7.4%

PARKING ENFORCEMENT
COMPARISON FY24/25 Q2
450

PARKING CITATIONS
375
CVC4000(A)

EXPIRED REGISTRATION
VMC12.28.250(A)
COM. VEHICLE PARKED WITHIN
1000 FT OF RESIDENTIAL ZONE
VMC12.28.090

USE OF STREET FOR STORAGE

OF VEHICLES
6 VMC12.36.040

PARKING OFF TRUCK ROUTE
TOP 5 PARKING VIOLATIONS Q2
Properties Surveyed356
CEP Cases Opened178
CEP Cases Closed148
CEP Pending Compliance30

COMMUNITY ENHANCEMENT
PROGRAM Q2
7 BEFORE AFTER
The Community Enhancement Program (CEP) has been instrumental in beautifying the City and tackling blight. It’s a collaborative effort between the City and residents to improve the appeal and safety of neighborhoods through improved exterior conditions and adherence to City property maintenance ordinances. The program educates and guides residents on steps they can take to maintain their properties, helping to enhance the neighborhood's overall appearance and foster community pride.

Opened Cases365Resolved Cases358
Active Cases7
250 encampments were posted and cleared
64 shopping carts were removed
123 individuals were sheltered
23 criminal citations were issued

HOMELESS ENGAGEMENT
8 HOMELESS ENGAGEMENT OCTOBER - DECEMBER (Q2 FY24/25)

MULTIPLE DIVISION ENFORCEMENT SWEEPS

HOMELESS ENGAGEMENT CASE STATS
During Q2, a total of 365 homeless
encampment-related cases were opened.

Our team successfully provided outreach
services and resolved 358 homeless related
cases. Seven (7) cases are pending required
action from the property owners.

Inspections have been scheduled
accordingly to follow-up on compliance
efforts.

During Quarter 2, the City conducted three
focused area enforcement sweeps in
collaboration with the PDMET Team,
Sanitation crews, HET Team, and Animal
Services. These efforts provided a
continuous enforcement presence and
implemented escalated actions, leading to a
significant number of unhoused individuals
accepting shelter. As a result, the overall
number of unhoused individuals in
Victorville was substantially reduced.

FY 24/25 Q2

HIGHLIGHTS

QUARTERLY TRAINING
On November 7, 2024, a Department quarterly training session was conducted with the intent to unite the entire Code Compliance team including all Code Enforcement staff & Animal Services staff. The session included interactive training scenarios and covered a variety of important topics such as:

Customer service
Officer safety
Legal updates
Key procedures
Fostered team bonding
Collaboration between divisions
Quality public interactions
9 FY 24/25 Q2

HIGHLIGHTS

HALLOWBOO
This year's Hallowboo event was a resounding success, highlighted by a Beetlejuice-themed section collaboratively constructed by Animal Services and Code staff. The public thoroughly enjoyed the intricate details of our section and the creativity of our costumes, which captured the spirit of the theme perfectly. Staff handed out candy to delighted attendees, and the event provided an excellent opportunity for team bonding and community engagement. Everyone had a fantastic time contributing to this memorable celebration!
10 Attachment B

Current Staff Levels 1 Code Enforcement Official1 Enforcement Manager (Animal ServicesDivision)2 Animal Care & Control Supervisors6 Animal Control Officers2 Animal Control Technicians - Admin5 Maintenance Aides - Animal Services1 Registered Veterinary TechnicianCurrent Recruitment 1 Maintenance Aide - Animal Services

STAFFING LEVELS

ANIMAL SERVICES STATS &

HIGHLIGHTS

ANIMAL LICENSING AND

PET PROGRAMS

EVENTS AND ADOPTIONS

SHELTER GRAND OPENING

What’s New?
Growth & Success

QUARTERLY
REPORT

ANIMAL SERVICES DIVISION
1 OCTOBER - DECEMBER
2024
BiteSnake
Abandoned Animal
Stray/Loose Animals
Deceased Animal
Injured Animal
Barking
Fire/Police Assist
Animal Waste
Welfare Check/Animal Abuse0
100
200
300
400
500
600

ANIMAL SERVICES

STATS & HIGHLIGHTS
2 Case Types Q2
41 2 26
541
321
168
5058
11 48
The Animal Services Department is
essential to public safety as staff
dedicates efforts to control stray animal
populations and respond to emergency
animal situations. The Animal Services
team enhances community health and
quality of life by encouraging responsible
pet ownership, providing animal welfare
education, enforcing adherence to City
animal licensing regulations, and
promoting animal adoptions. Our
collaboration with other City Departments
and agencies ensures a safer, healthier,
and more compassionate environment for
residents and animals alike.

Public Safety Support
1,266 Total Cases
Quarter 2 Shelter Animal Intake
Stray
Owner Turn In
Abandoned
Born in Care
Seizure Owner Arrested
Seizure Eviction
Seizure Other0
20 40
60 80
100
In Q2, Animal Services conducted a
total of 1,931 inspections,
demonstrating their commitment to
public safety and animal welfare.

During these inspections, 91 citations
were issued for animal related
violations. This approach highlights
the team's dedication to maintaining
a safe and responsible community for
residents and their pets.

Inspections

ANIMAL SERVICES

STATS & HIGHLIGHTS CONTINUED
3 Q2 Animal Shelter Intake
Administrative Hearings
Potentially Vicious/Dangerous Animal hearings were
conducted for nine (9) dogs to determine if they were a public safety risk. As a result of these hearings, five (5) dogs were declared potentially dangerous, while none
were deemed vicious. The remaining four (4) dogs were
not classified as either potentially dangerous or vicious.

These proceedings reflect the thorough and fair process undertaken by Animal Services and the Citation
Processing Center to address public safety concerns
while ensuring appropriate outcomes for each case.
89 6 7 5 7 0
26 New Licenses Per Year Q2
0100200300400500
FY 2021
FY 2022
FY 2023
FY 2024

ANIMAL LICENSING

AND PROGRAMS
486
360
4 LICENSES
Licensing events are hosted monthly at
the New Animal Care and Adoption
Center providing an essential service to
local pet owners. In the second quarter
alone, 360 dogs were licensed,
reflecting the community’s commitment
to responsible pet ownership. Licensing
dogs not only ensures compliance with
local regulations but also plays a
critical role in helping the shelter and
the City. Licensed and properly
microchipped dogs allow the
opportunity to return the pet to their
owners if they become lost, reducing
the burden on the shelter and allowing
staff to focus resources on other
animals in need. Additionally, to support
our residents mourning the loss of a
family pet, Animal Services will pick up
a licensed pet at no cost.

MICROCHIPPING
Animal Services successfully
microchipped 600 pets as part of
licensing events, return-to-owner efforts,
and license renewals. Microchipping a pet
ensures that pets can be easily reunited
with their families if they become lost and
significantly reduces the number of stray
animals entering the shelter.

Microchipping supports pet owners by
providing peace of mind, knowing their
pets have a reliable form of identification.

These efforts underscore the City’s
commitment to responsible pet ownership
and improving animal welfare within our
community.
455
433
452
Animal Services staff made a significant impact this
season by hosting four (4) adoption events at the Fall
Festival, Costco, Victor Valley Trunk or Treat, and
Halloween at the Farmers Market. These events
brought the community together to meet, interact
with, and fall in love with animals in need of homes.

Thanks to the dedication of the staff and volunteers, 173 animals were successfully adopted and united with
their forever families. Each event was filled with joy, hope, and the heartwarming sight of pets finding loving homes, showcasing the power of community outreach
in transforming lives—both human and animal alike.

Events
Adoption Events
Fostered
Rescued
Returned to Owner
Adopted
14 16
62 173
Remain in Shelter 152
Quarter 2 Outcome Stats
5 VICTORVILLE ANIMAL CARE ANDADOPTION CENTER UPDATES
Following the ribbon cutting, Animal Services staff conducted a walkthrough of the facility, answering questions and showcasing the center's state-of-the-art features. The event was a resounding success, celebrating the collaborative efforts and commitment of Animal Services staff and City officials in creating a space that will serve the community and enhance animal welfare for years to come.
6 On December 12, 2024, the City of Victorville proudly hosted the Ribbon Cutting Ceremony for the new Animal Care and Adoption Center. This milestone event was attended by City leaders, City departments and Chamber members. During the ceremony, the City leaders highlighted the incredible hard work and dedication of the Animal Services staff in making the center a reality.

Item Number: 5
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Fredy Bonilla, City Engineer

Subject:

Engineering Report for the Second Quarter of Fiscal Year 2024-2025 Recommendation:

That the Honorable City Council review and file this quarterly report.

Fiscal Impact:

There is no fiscal impact associated with this action.

Strategic Plan Goal:

This item aligns with “Goal E Invest in Infrastructure” in the City of Victorville Strategic Plan 2023-2026. The various divisions of the Engineering Department create a healthy and livable community by designing and constructing citywide public infrastructure through in-house Capital Improvement Projects and private development projects.

Discussion:

The City of Victorville Engineering Department serves both residential and commercial customers, with a staff of 47 personnel, who oversee the design and construction of all public improvements Citywide. Department staff will be providing quarterly updates to present completed projects, projects in construction, and upcoming projects.

Staff remains available for any questions Council may have.

Attachments: A. Engineering FY 2024-2025 Q2 Quarterly Update

Attachment A

City of Victorville
Engineering Department
October 1, 2024 through December 31, 2024
Fredy A. Bonilla, City Engineer
We hope every one of you enjoyed a wonderful Holiday Season. Our Engineering Department worked very hard in the second quarter of fiscal year 2024-2025. I am very proud to report on the progress of the Engineering Department. We completed the following projects:
• Citywide Pavement Preservation Project – This project included micro- surfacing and slurry seal treatment for fourteen (14) miles of City streets and two (2) City Park parking lots. Most of the work was completed last year, and the contractor is currently wrapping up the striping and minor items.
• Area 6 Water Service Replacement Projects – This project replaced 638 40-year-old plastic services in the Golden Triangle area with copper piping including the service saddles. This continues to the City’s investment in Water infrastructure. To minimize leaks, the Victorville Water District has replaced a total of 3,967 plastic services since 2018.
• Septic to Sewer Project. This project constructed a sewer lift station on Willow Street in Old Town Victorville that connected a total of three (3) residential properties to the City’s sewer collection system. We are already planning the next septic to sewer project and the first step will be to seek grant funds to continue to abandon septic systems that will ultimately increase water quality for our great City.

Additionally, we made great progress on our upcoming CIP projects. We are getting ready to advertise the following projects in the next quarter:
• Old Town Sidewalk Connectivity Project Phase 2. This project is partially funded by a $250k grant and will construct missing sidewalk at nine (9) locations in Old Town Victorville.
• Rectangular Red Flashing Beacons – This grant funded project will install Rectangular Red Flashing Beacons at nine (9) different crosswalk locations that will increase pedestrian safety for our residents. The project will also replace non-ADA compliant curb ramps and re-stripe crosswalks.
• Ridgecrest Road Improvements – This project will resurface Ridgecrest Road from Bear Valley Road to Pahute Avenue. The project will also construct sidewalk improvements on the east side of Ridgecrest Road north of Bear Valley Road.
• Roy Rogers Drive Improvements – This project will resurface Roy Rogers Drive from Amargosa Road to I-15. The project will also construct a center median east of Civic Drive.
• Mojave Drive Improvements – This project will resurface Mojave Drive from Amargosa Road to I-15. We are also proposing to complete road widening on the north side of Mojave Drive from Condor Road to Amargosa Road that will include the construction of a third lane for westbound traffic, curb & gutter, sidewalk, street lighting, and fire hydrants. As we wrap up the design, our next step will be to meet with the property owners for the needed right-of- way.
• Mesa Street Sewer Lateral Upgrades between Cataba Road and Cochita Street - This project will excavate and recompact approximately 2,660 lineal feet of deficient trench, repairing sewer laterals, and pavement restoration.

As we head into the Spring & Summer months, you will see more and more construction activity Citywide.

ORGANIZATIONAL STRUCTURE

SURVEY/MAPPING
Project
UpdatesQ1

CONSTRUCTION

COMPLETED

CAPITAL IMPROVEMENT PROJECTS

This project replaced 643, 40-year-old PVC (plastic) water service laterals in the Golden Triangle area with copper piping.

Contractor: Christensen Brothers General EngineeringInc.

Contract Award: October 17, 2023
Contract Amount: $2,631,405
Start of Construction: April 15, 2024
Completion Date: December 13, 2024
Water Service Replacement Project Area
6 – Golden Triangle Area

Citywide Water Service
Replacement Project Update
Citywide initiative to replace existing plastic service lines with copper lines as existing plastic service lines are prone to splitting which creates a significant maintenance for Water District crews
Since FY 16 a total of 3,967 water services have been replaced by contractors
Approximately 8,000 water services have been replaced by Victorville Water District Staff for a total of approximately 12,000 services Completed in
Fiscal Year

SERVICE
AREA No.

No. OF SERVICE

LINES REPLACED
16 Pilot 50
18 1 416
19 2 367
20 3 816
20 4 715
21 5 960
24 6 643
3,967

This project connected three residences in Old Town Victorville to the municipal sewer system to prevent potential groundwater contamination. The new sewer connection also included a lift station.

Contractor: Kerns, Inc.

Contract Award: April 16, 2024
Contract Amount: $586,042.91
Start of Construction: June 24, 2024
Completion Date: November 5, 2024
Old Town Septic to Sewer
Conversion Project (SEP Program)

This project repaired existing streets within Tract
No. 16792, south of Dos Palmas and west of Monte Vista
Contractor: C.A. Rasmussen
Contract Award: September 5, 2023
Contract Amount: $684,078
Start of Construction: March 18, 2024
Completion Date: August 23, 2024
Tract 16792 Improvements

In collaboration with a private developer, the City
coordinated the frontage improvements along Mariposa Road and Nisqualli Road including the installation of a new center median that will improve traffic safety and provide ingress and egress to the new development.

Completion Date: November 2024
Maverick Gas Station Frontage
Improvements

CONSTRUCTION

IN PROGRESS

CAPITAL IMPROVEMENT PROJECTS

7th Street
Traffic Signal Modifications Project
This project will increase safety by replacing
outdated traffic signal equipment, improving
detection, accessibility, and lighting.

Contractor: Elecnor Belco Electric
Contract Amount: $2,876,393
HSIP Grant Amount: $1,320,000
Contract Award: March 19, 2024
Start of Construction: August 1, 2024
Estimated Construction Completion: Spring 2025 Victor St Mojave Dr
Forrest Ave
B ST
Lorene Dr
New Traffic Signal at Village Drive and
Puesta Del Sol Project
This project will install a traffic signal at the Village/Puesta Del Sol intersection.

Contractor: Belco Elecnor
Contract Amount: $1,120,480
HSIP Grant Amount: $526,500
Contract Award: March 19, 2024
Start of Construction: August 1, 2024
Estimated Construction Completion: Spring 2025
Puesta Del Sol
Dr

Installation of Retroreflective Tape
This project will install retroreflective borders around 96 traffic signal backplates to improve safety.

Completed to Date: 61 out of 96
Estimated Construction Completion: Summer 2025

Eucalyptus Street Infrastructure
Restoration Project
This project will relocate a potable water line and repair an existing reinforced concrete pipe storm drain.

Contractor: Kirtley Construction
Contract Award: August 20, 2024
Contract Amount: $325,000
Estimated Start of Construction: Fall 2024
Estimated Completion Date: Spring 2025

Citywide Pavement Preservation and
Maintenance Project (Golden Triangle
Slurry Seal)
This project will include micro-surfacing and slurry seal treatment for fourteen (14) miles of City streets and two (2) City Park parking lots.

Open Bid Date: August 5, 2024
Contract Award: August 20, 2024
Contract Amount: $1,600,000
Start of Construction: October 10, 2024
Estimated Completion Date: January 2025

CAPITAL IMPROVEMENT PROJECTS

UPCOMING

CONSTRUCTION

PROJECTS
Solitude Circle Pavement Repair Project
This project will permanently repair roadway undermined by sinkhole caused by a water main rupture near the intersection of Solitude Circle and Jade Road in Victorville.

Contractor: LCR Earthwork and Engineering Corp.

Contract Award: December 10, 2024
Contract Amount: $87,000
Estimated Start Date: January 2025
Estimated Completion Date: Spring 2025
Temporary sinkhole repair

Pressure Zone Change Project – Area 7
The City of Victorville will reconfigure the existing water system in the northeastern area of Bear Valley Road and Balsam Road to address low water pressure and inadequate fire flow by rezoning the area from Pressure Zone 3170 to Pressure Zone 3290.

Open Bid Date: December 19, 2024
Contract Award: February 4, 2025
Start of Construction: March 2025
Estimated Completion Date: Fall 2025

Old Town Sidewalk Connectivity Phase 2
This project will close sidewalk gaps in the Old Town area.

Project Advertisement: January 2025
Bid Opening Day: February 2025
Estimated Start of Construction: Summer 2025
Estimated Construction Completion: Fall 2025

Crosswalk Enhancement Project
This project will improve the safety of nine (9) intersections by installing rectangular rapid flashing beacons with additional pavement markings and signage.

In-house Design Status: 90% Complete
Projected Advertisement Date: Summer 2025 (Concrete Work Only)
Project will be completed by the Traffic Division of the Engineering Department with contractor support for concrete improvements at each intersection.

Mojave Drive Improvements from
I-15 Freeway to Amargosa Road
This project will reconstruct Mojave Road from I-15 to Amargosa Road and will also widen the North side of this segment from Condor to Amargosa. The North side of Mojave will have curb, gutter and sidewalk on the north side as well as ADA compliant curb ramps, driveway approaches, fire hydrants, crosswalks and signage.

In-house Design Status: 70% Complete – Right-of-Way needs to be acquired between Condor and Amethyst.

Projected Advertisement Date: Summer 2025

Roy Rogers Drive Pavement
Reconstruction and Rehabilitation
Project - From I-15 to Amargosa Road
This project will reconstruct portions of the road and construct a median in place of existing delineators across the street from In-n-Out.

In-house Design Status: 50% Complete
Projected Advertisement Date: Summer 2025

Ridgecrest Road Reconstruction and
Improvement Project - BVR to Pahute Ave
This project will reconstruct Ridgecrest Road between Bear Valley Road and Pahute Avenue and it will close existing infrastructure gaps on the east side of the road by providing ADA compliant curb ramps, curb and gutter and fire hydrantsand pedestrian crossing and crosswalks as needed.

In-house Design Status: 75% Complete
Projected Advertisement Date: Summer 2025

Village Drive Sidewalk Project – From
Puesta Del Sol Dr. To Tawney Ridge Ln.

This project will provide sidewalk and drive approaches along Village Drive from Puesta Del Sol Drive to Tawney Ridge Lane.

In-house Design Status: 50% Complete
Projected Advertisement Date: Fall 2025

PROJECTS IN

DESIGN PHASE

CAPITAL IMPROVEMENT PROJECTS

PROJECTS IN DESIGN PHASE

ESTIMATED

CONSTRUCTION

START DATE
1MG Recycled Water Storage Tank Project FY 2024/2025
Block Wall Project - La Mesa Arsenic Treatment Plant FY 2024/2025 Sewer Capacity Improvement Project C2&C3 FY 2024/2025
Pipeline Replacement Project – Area 7 FY 2024/2025
Block Wall Project – El Evado Arsenic Treatment Plant FY 2024/2025 Block Wall Project - VWD Well Site 203 FY 2024/2025
Doris Davies Park Oro Grande Channel Repair Project FY 2024/2025 Pipeline Replacement Project – Area 28 FY 2024/2025
Installation of Street Lights (Old Town, Bear Valley Road) FY 2024/2025 Pipeline Replacement Project – Area 6 FY 2025/2026
La Paz Drive Project from I-15 NB ramp to 7th Street FY 2025/2026 Bear Valley Road Street Improvements Project from Monte Vista Rd to US-395 FY 2025/2026 Mojave Drive Reconstruction Project from Amargosa Road to Highway 395 FY 2025/2026 Pipeline Replacement Project – Area 5 FY 2026/2027
Santa Fe Wash Sewer Relocation Project FY 2026/2027

IWWTP EXPANSION
The City’s Wastewater Treatment Facility is currently operating at 90% capacity. Anticipated growth in residential, commercial, and industrial developments has created the need to expand the facility’s capacity. The City retained a consultant to evaluate best expansion alternatives and prepare expansion plans up to a 30% design level.

Selected Consultant: Woodard & Curran, Inc.

Consulting Contract Awarded: August 20, 2024
Start of Design Activities: October 15, 2024
Project Status: Scope of work is 25% complete. Expansion alternative was selected and we are moving into design phase.

NPDES PERMIT
The City issued a Request for Proposals (RFP) for the preparation of a National Pollutant Discharge Elimination System (NPDES) Permit to explore an alternative option for excess recycled water disposal.

Consulting Contract Awarded: December 17, 2024
Selected Consultant: Larry Walker Associates
Status: Once the agreement is executed, a kick-off meeting will be held with Larry Walker Associates to commence the project.

DEVELOPMENT

ENGINEERING

DEVELOPMENT REVIEW
Permit Type Issued
Utility 111
Right-of-Way 40
Transportation 68
Water 78
Review of Hydrology, Geotechnical, WQMP,
Water/Sewer Feasibility, and Traffic Studies
Issuance of Conditions of Approval
Review of Civil Improvement Plans
Issuance of Public ROW Permits
Inspection During Construction
Project Acceptance
Development
Type
Number of Plan Checks
Completed In Review
Residential 26 5
Commercial 13 12
Number of Inspections Completed: 219
Engineering
Planning
Building

DEVELOPMENT ENGINEERING

DEVELOPMENT REVIEW
DEVELOPMENT ENGINEERING – PROJECT UPDATES
Tracts 17110 & 17308: D.R. Horton started Phase 1 of the West Creek development which consists of improving Mojave Drive and Amethyst Road, as well as two (2) parks and a drainage channel.

Tract No. 14132: Richmond American Homes (RAH) will
construct the missing segments of Talpa Street andOttawa Street between 3rd Street and Arrowhead Drive within the Tract. RAH is currently grading and installing wet utilities.

Phase No. 1
Phase No. 2
Phase No. 3

DEVELOPMENT REVIEW

DEVELOPMENT ENGINEERING UPCOMMING TRACT
Tract 20275 – KB Homes
Security Substitution Approved at the January 21, 2025 City Council Meeting
Grading will commence in April 2025
Water, Sewer, and Strom Drain Utilities and Street
Improvements – August 2025: Monte Vista Road widening
including LMAD improvements, curb and gutter,
sidewalk, street lighting, and right turn pocket at Luna Rd.

Model Home Construction – October 2025

SURVEYING /

MAPPING

SURVEYING / MAPPING
Surveying Support Completed
Developer Document Reviews 7
Engineering Department CIP 7
Public Works 3
SCLA 1
VMUS 1
Economic Development 1

TRAFFIC

MAINTENANCE

TRAFFIC MAINTENANCE
Activity Total
Preventive Maintenance 135
USAs Checked/Marked 64
Signal Emergency Repair 321
Pole Knock Downs 0
Street Light Repairs 316
Signs Maintained 817
Signs Fabricated 163
New Signs Installed 55
Gallons of Paint Used 266
Red Curb Footage Painted 3,723
Striping Miles 0
Standby Calls 47

Item Number: 6
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Doug Mathews, Director of Public Works and Water

Subject:

Notice of Completion – Roof Replacement for Various Facilities, Project CC25-014 Recommendation:

That the Honorable Board of Directors accept as complete and approve the Notice of Completion for the Roof Replacement for Various Facilities, Project CC25-014 and authorize the General Manager to execute the Notice of Completion.

Fiscal Impact:

There is no fiscal impact associated with this item. Retention in the amount of five percent was withheld from each payment application during the course of construction as per the construction agreement. The retention of $23,450.00 will be released after Board of Directors approval and the recording of the Notice of Completion. The retention account numbers, account descriptions and amounts withheld are shown in the table below.

Budget Account No. Fund Retention Withheld
410-20110-74503 Water $5,600.00
410-20110-74504 Water $5,160.90
410-20110-74511 Water $5,530.00
410-20110-74545 Water $709.10
410-20110-74529 Water $6,450.00
Strategic Plan Goal:

The City of Victorville Strategic Plan 2023-2026 identifies multi-year strategic goals and various strategies to work toward achieving those goals. The Roof Replacement for Various Facilities, Project CC25-014 aligns with Strategic Goal E. Investment in Infrastructure. This roof restoration project will provide a long-term roofing solution to existing infrastructure ensuring staff safety and asset protection.

3 9
6 7
Background:

On October 15, 2024, the Board of Directors unanimously awarded a construction agreement to Rite-Way Roofing in the amount of $469,000.00 for the Roof Replacement for Various Facilities, Project CC25-014. There were no change orders executed during the course of construction.

Discussion:

The Roof Replacement for Various Facilities, Project CC25-014 was completed on January 15, 2025, within the contract expiration date and to the satisfaction of staff. Roofs were replaced at the following five Victorville Water District locations: Avenal Plant, Well 203, El Evado Plant, Balsam Plant, and D1 Water Yard. Therefore, staff is requesting the approval and filing of the Notice of Completion for this project (Attachment B).

Attachments: A. Photos
B. Notice of Completion
Attachment A

Avenal Plant

Well 203

El Evado Plant

Balsam Plant

D1 Water Yard

Attachment B

Recording of this document is fee-exempt under Government SPACE ABOVE THIS LINE FOR RECORDER’S USE Code Section 6103. No Documentary Transfer Tax is due on the document pursuant to Revenue Taxation Code Section 11922

PUBLIC CONTRACT

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter
described.

2. The FULL NAME of the OWNER is VICTORVILLE WATER DISTRICT.

3. The FULL ADDRESS of the OWNER is 14343 CIVIC DRIVE, VICTORVILLE, CA 92392 A work of improvement on the property hereinafter described was COMPLETED 1-15 -25

4. The work of improvement completed is described as follows: ROOF REPLACEMENT VARIOUS

FACILITIES

5. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement RITE-WAY ROOFING

6. The work site location is 13490 Northstar Ave, Victorville, CA 92392;13575 Hesperia Rd, Victorville, CA 92395 13700 El Evado Rd, Victorville, CA 92392; 12844 Balsam Rd, Victorville, CA 92395;

7. Assessor’s Parcel Numbers: 3095-091-83; 3105-431-18; 3093-151-05; 3090-361-01

8. The property on which said work of improvement was completed is in the City of VICTORVILLE, County of SAN BERNARDINO, State of CALIFORNIA.

Verification of NON-INDIVIDUAL owner: I, Keith C. Metzler, the undersigned, declare under penalty of perjury under the
laws of the State of California that I am the General Manager of the aforesaid interest or estate in the property described in the above notice; that I have read said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct. at Vic torville, California
Date Keith C. Metzler,
General Manager
Victorville Water District
RECORDING REQUESTED BY:

CITY OF VICTORVILLE
WHEN RECORDED MAIL TO:

CITY OF VICTORVILLE
ATTN: CITY CLERK
P.O. BOX 5001
VICTORVILLE, CA 92393-5001
Recording of this document is fee-exempt under Government SPACE ABOVE THIS LINE FOR RECORDER’S USE Code Section 6103. No Documentary Transfer Tax is due on the document pursuant to Revenue Taxation Code Section 11922

PUBLIC CONTRACT

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN THAT:

1. The undersigned is OWNER or agent of the OWNER of the interest or estate stated below in the property hereinafter described.

2. The FULL NAME of the OWNER is VICTORVILLE WATER DISTRICT.

3. The FULL ADDRESS of the OWNER is 14343 CIVIC DRIVE, VICTORVILLE, CA 92392 A work of improvement on the property hereinafter described was COMPLETED 1-15-25

4. The work of improvement completed is described as follows: ROOF REPLACEMENT VARIOUS

FACILITIES

5. The NAME OF THE ORIGINAL CONTRACTOR, if any, for such work of improvement RITE-WAY ROOFING

6. The work site location is 13099 Avenal St., Hesperia, CA 92345

7. Assessor’s Parcel Numbers: 0405-072-54

8. The property on which said work of improvement was completed is in the City of HESPERIA, County of SAN BERNARDINO, State of CALIFORNIA.

Verification of NON-INDIVIDUAL owner: I, Keith C. Metzler, the undersigned, declare under penalty of perjury under the laws of the State of California that I am the General Manager of the aforesaid interest or estate in the property described in the above notice; that I have read said notice, that I know and understand the contents thereof, and that the facts stated therein are true and correct. at Vict orville, California
Date Keith C. Metzler,
General Manager
Victorville Water District
RECORDING REQUESTED BY:

CITY OF VICTORVILLE
WHEN RECORDED MAIL TO:

CITY OF VICTORVILLE
ATTN: CITY CLERK
P.O. BOX 5001
VICTORVILLE, CA 92393-5001
Item Number: 7
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Carmen Cun, Finance Director / City Treasurer

Subject:

Commercial Demand Schedule No. 14
Recommendation:

That the City Council and Board of Directors ratify Commercial Demand Schedule No. 14 in the amount of $11,336,732.08, covering Electronic Fund Transfers No. 342521 through 342690 and Warrant No. 798153 through 798326 for 01/09/2025 through 01/22/2025 and Wire Transfer dated 01/28/2025, per the adopted budget for Fiscal Year 2024-2025 for the period covering July 1, 2024 through June 30, 2025.

Fiscal Impact:

The total fiscal impact for FY24-25 in the amount of $11,336,732.08 is authorized with this action. The attached report details the total funds paid to vendors.

Background:

Pursuant to the City’s Municipal Code (2.24.080) the attached demands were presented by the departments, audited by the Finance Department and subsequent warrants/wire transfers were issued. All were found to be in conformity to City policies and procedures and funds were budgeted or available to pay said demands. A list of commercial warrants and wire transfers is now being presented to Council for approval.

Attachments: A. Commercial Demand Schedule No. 14 Check Register Summary

ATTACHMENT A:

Commercial Demand Schedule No. 14 Check Register Summary

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 1User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
342521 01/15/2025 EFT 010063 10-8 RETROFIT, INC. 643.41 342522 01/15/2025 EFT 016199 34TH STREET, INC. 5,450.00 342523 01/15/2025 EFT 021302 AAA CONTAINER SALES AND R 174.00 342524 01/15/2025 EFT 014673 AC PLUS HEATING & AIR INC 1,000.00 342525 01/15/2025 EFT 019621 AGA ENGINEERS, INC. 10,080.00 342526 01/15/2025 EFT 014856 AGRI-CON HYDRAULICS 1,734.35 342527 01/15/2025 EFT 000104 DANTIN ENTERPRISES, INC. 1,970.00 342528 01/15/2025 EFT 019363 ALL PROPEST CONTROL SERVI 70.00 342529 01/15/2025 EFT 000165 ANIMAL EMERGENCY CLINIC 664.91 342530 01/15/2025 EFT 022271 ASHTON, STEVE 923.56
342531 01/15/2025 EFT 010828 AVID IDENTIFICATION SYSTE 2,191.88 342532 01/15/2025 EFT 021548 BASE HILL, INC. 4,825.50
342533 01/15/2025 EFT 000297 BECK OIL, INC. 1,461.28
342534 01/15/2025 EFT 000333 BOB'S TIRE SERVICE 349.00
342535 01/15/2025 EFT 015877 BOOT BARN, INC. 1,513.14
342536 01/15/2025 EFT 021658 BUCHALTER, A PROFESSIONAL 9,191.00 342537 01/15/2025 EFT 015834 BURTON'S FIRE INC. 191.41
342538 01/15/2025 EFT 022096 CALI AUTO GLASS 209.00
342539 01/15/2025 EFT 003245 CALIFORNIA DEPARTMENT OF 140.00 342540 01/15/2025 EFT 002720 CALIFORNIA TOOL & WELDING 1,404.31 342541 01/15/2025 EFT 014820 CAL-STATE AUTO PARTS 1,310.89 342542 01/15/2025 EFT 016335 CHARTER COMMUNICATION HOL 17,833.18 342543 01/15/2025 EFT 021079 CIVICPLUS, LLC 1,350.00
342544 01/15/2025 EFT 000600 COLES BROS. 137.00
342545 01/15/2025 EFT 015486 CONSOLIDATED ELECTRICAL D 5,064.49 342546 01/15/2025 EFT 000662 NANCY K BOHL INC. 1,200.00 342547 01/15/2025 EFT 010282 DELTA DENTAL INSURANCE CO 4,415.40 342548 01/15/2025 EFT 009492 DELTA DENTAL OF CALIFORNI 33,397.34 342549 01/15/2025 EFT 022345 DIAMOND ENVIRONMENTAL SER 160.24 342551 01/15/2025 EFT 023035 DOORNBOS, STEPHANIE 3,075.00 342552 01/15/2025 EFT 000826 DUNN-EDWARDS CORPORATION 1,176.38 342553 01/15/2025 EFT 000875 ENDURA STEEL, INC. 223.75
342554 01/15/2025 EFT 015760 FASTENAL COMPANY 1,505.68
342555 01/15/2025 EFT 017560 FERGUSON ENTERPRISES, LLC 460.04 342556 01/15/2025 EFT 016767 KALMIKOV ENTERPRISES, INC 4,190.96 342557 01/15/2025 EFT 005127 FLIGHT LIGHT, INC. 7,010.95 342558 01/15/2025 EFT 010167 ARTCRAFT GROUP, INC. 814.76 342559 01/15/2025 EFT 000975 FRANKLIN TRUCK PARTS, INC 121.95 342560 01/15/2025 EFT 016134 FRONTIER COMMUNICATIONS C 498.39 342561 01/15/2025 EFT 001015 GALLS PARENT HOLDINGS, LL 520.30 342562 01/15/2025 EFT 008308 PLAYCORE WISCONSIN, INC. 228.72 342563 01/15/2025 EFT 001740 G.A. OSBORNE PIPE-SUPPLY 51.70 342564 01/15/2025 EFT 018175 GENERAL PUMP COMPANY, INC 86,726.43 342565 01/15/2025 EFT 001063 GOODYEAR TIRE & RUBBER CO 326.81 342566 01/15/2025 EFT 001076 GRAINGER 73.97
342567 01/15/2025 EFT 018757 GRANICUS, INC. 13,884.04
342568 01/15/2025 EFT 018938 HARRIS & ASSOCIATES, INC. 5,604.25 342569 01/15/2025 EFT 025408 THE HARTFORD - PRIORITY A 1,011.46 342570 01/15/2025 EFT 025408 THE HARTFORD - PRIORITY A 60,064.43 342571 01/15/2025 EFT 017752 HATTRIX INC. 180.00
342572 01/15/2025 EFT 028225 HESPERIA OUTDOOR POWER EQ 18.64 342573 01/15/2025 EFT 000278 HI DESERT ALARM 470.08

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 2User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
342574 01/15/2025 EFT 008848 HI DESERT FIRE PROTECTION 626.19 342575 01/15/2025 EFT 014969 LOS ANGELES TRUCK, LLC 343.09 342576 01/15/2025 EFT 013759 HINDMAN, RICHARD 385.00
342577 01/15/2025 EFT 001206 HITT PLUMBING INC. 55.00
342578 01/15/2025 EFT 021377 HOLLY, BROOKE DANIELLE 513.00 342579 01/15/2025 EFT 022905 HOPE THE MISSION 273,762.31 342580 01/15/2025 EFT 021594 HERITAGE LANDSCAPE SUPPLY 224.70 342581 01/15/2025 EFT 018048 INDUSTRIAL CLERICAL RECRU 3,286.08 342582 01/15/2025 EFT 024922 INFOSEND, INC 18,124.37
342583 01/15/2025 EFT 001282 INLAND KENWORTH, INC. 640.01 342584 01/15/2025 EFT 022001 KERN RIVER GAS TRANSMISSI 4,340.00 342585 01/15/2025 EFT 021689 THINKNETIC MEDICAL CORPOR 875.00 342586 01/15/2025 EFT 022244 LEXISNEXIS RISK SOLUTIONS 993.50 342587 01/15/2025 EFT 022659 LIGHTNING STEP TECHNOLOGI 3,650.00 342588 01/15/2025 EFT 022420 LORBEL, INC. 2,202.19
342589 01/15/2025 EFT 019967 MOJAVE AUTO COLLISION 3,271.34 342590 01/15/2025 EFT 001599 MOJAVE DESERT AQMD 1,253.89 342591 01/15/2025 EFT 016352 MONTGOMERY, ROGER 595.00
342592 01/15/2025 EFT 001627 MUNICIPAL MAINTENANCE EQU 557.70 342593 01/15/2025 EFT 008568 NBS GOVERNMENT FINANCE GR 2,065.00 342594 01/15/2025 EFT 014835 OMNIS INCORPORATED 22,155.00 342595 01/15/2025 EFT 028213 O'REILLY AUTO PARTS 123.28 342596 01/15/2025 EFT 001789 PARKHOUSE TIRE, INC. 1,163.81 342597 01/15/2025 EFT 017735 PATTERSON, PATRICK 2,186.00 342598 01/15/2025 EFT 013165 PETE'S ROAD SERVICE 2,341.77 342599 01/15/2025 EFT 001886 PRUDENTIAL OVERALL SUPPLY 243.24 342600 01/15/2025 EFT 017946 RAILWORKS PARTNER LP 1,831.00 342601 01/15/2025 EFT 018886 RDO EQUIPMENT CO. 3,292.97 342602 01/15/2025 EFT 001987 ROTARY CLUB - VICTORVILLE 187.67 342603 01/15/2025 EFT 002037 SAN BERNARDINO COUNTY 2,656,282.81 342604 01/15/2025 EFT 001153 DS SERVICES OF AMERICA, I 247.17 342605 01/15/2025 EFT 010553 SPOK, INC. 13.36
342606 01/15/2025 EFT 012798 PRO SALES GROUP 1,325.65
342608 01/15/2025 EFT 017269 TOWN & COUNTRY TIRE INC 2,289.61 342609 01/15/2025 EFT 002790 TREADWELL, KENNETH R. 10,000.00 342610 01/15/2025 EFT 002419 UNDERGROUND SERVICE ALERT 43.30 342611 01/15/2025 EFT 003089 UNITED RENTALS, INC. 4,534.79 342612 01/15/2025 EFT 014536 UNITED SITE SERVICES OF C 5,304.94 342613 01/15/2025 EFT 015004 U.S. DEPARTMENT OF ENERGY 7,524.26 342614 01/15/2025 EFT 015079 VERIZON WIRELESS SERVICES 4,214.12 342615 01/15/2025 EFT 008430 CALMAT COMPANY 416.95
342616 01/15/2025 EFT 011361 WALTERS WHOLESALE ELECTRI 691.17 342617 01/15/2025 EFT 006861 WATER SYSTEMS CONSULTING, 29,151.00 342618 01/15/2025 EFT 010274 HD SUPPLY CONSTRUCTION SU 1,493.14 342619 01/15/2025 EFT 007786 WILLIAMS, MONIQUE 1,284.00 342620 01/15/2025 EFT 018845 Z GLOBAL INC. 201.29
342621 01/22/2025 EFT 016199 34TH STREET, INC. 1,750.00 342622 01/22/2025 EFT 008243 4IMPRINT, INC 506.94
342623 01/22/2025 EFT 010537 ACCO ENGINEERED SYSTEMS, 8,548.75 342624 01/22/2025 EFT 014673 AC PLUS HEATING & AIR INC 120.00 342625 01/22/2025 EFT 006716 AIRGAS USA, LLC 34.90
342626 01/22/2025 EFT 000165 ANIMAL EMERGENCY CLINIC 338.00

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 3User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
342628 01/22/2025 EFT 000205 ATLAS COPCO USA HOLDINGS 77,968.53 342629 01/22/2025 EFT 010828 AVID IDENTIFICATION SYSTE 2,727.35 342630 01/22/2025 EFT 000297 BECK OIL, INC. 27,345.21
342631 01/22/2025 EFT 016222 CACEO 200.00
342632 01/22/2025 EFT 014820 CAL-STATE AUTO PARTS 1,600.69 342633 01/22/2025 EFT 012417 CLEAN DIESEL SPECIALISTS 770.47 342634 01/22/2025 EFT 015486 CONSOLIDATED ELECTRICAL D 1,243.46 342635 01/22/2025 EFT 000677 CRAFCO, INC. 11,950.32
342636 01/22/2025 EFT 000743 DELL MARKETING L.P. 6,651.20 342637 01/22/2025 EFT 023281 STEADY MOVEMENT LLC 646.50 342638 01/22/2025 EFT 022345 DIAMOND ENVIRONMENTAL SER 112.29 342639 01/22/2025 EFT 023466 ESPINO FAMILY ENTERPRISES 3,500.43 342640 01/22/2025 EFT 023177 ESTRADA, MIGUEL A. 20,000.00 342641 01/22/2025 EFT 015760 FASTENAL COMPANY 212.75
342642 01/22/2025 EFT 017560 FERGUSON ENTERPRISES, LLC 377.68 342643 01/22/2025 EFT 011206 FLYERS ENERGY LLC 829.78
342644 01/22/2025 EFT 001740 G.A. OSBORNE PIPE-SUPPLY 136.54 342645 01/22/2025 EFT 001063 GOODYEAR TIRE & RUBBER CO 625.83 342646 01/22/2025 EFT 001076 GRAINGER 1,438.09
342647 01/22/2025 EFT 001104 HAAKER EQUIPMENT CO. 984.82 342648 01/22/2025 EFT 017752 HATTRIX INC. 494.23
342649 01/22/2025 EFT 028225 HESPERIA OUTDOOR POWER EQ 72.42 342650 01/22/2025 EFT 000278 HI DESERT ALARM 1,039.17
342651 01/22/2025 EFT 008848 HI DESERT FIRE PROTECTION 979.28 342652 01/22/2025 EFT 001206 HITT PLUMBING INC. 440.00
342653 01/22/2025 EFT 022905 HOPE THE MISSION 272,296.01 342654 01/22/2025 EFT 021594 HERITAGE LANDSCAPE SUPPLY 1,281.49 342655 01/22/2025 EFT 018048 INDUSTRIAL CLERICAL RECRU 1,095.36 342656 01/22/2025 EFT 000226 LARRY WALKER ASSOCIATES, 851.50 342657 01/22/2025 EFT 001548 MCMASTER-CARR SUPPLY CO. 1,101.15 342658 01/22/2025 EFT 019967 MOJAVE AUTO COLLISION 80.00 342659 01/22/2025 EFT 001595 MOJAVE BASIN AREA WATERMA 41,045.27 342660 01/22/2025 EFT 017743 PULICE, SAMUEL A. 225.25
342661 01/22/2025 EFT 001599 MOJAVE DESERT AQMD 3,360.96 342662 01/22/2025 EFT 001603 MOJAVE WATER AGENCY 89,110.00 342663 01/22/2025 EFT 008568 NBS GOVERNMENT FINANCE GR 1,045.75 342664 01/22/2025 EFT 001789 PARKHOUSE TIRE, INC. 30.00 342665 01/22/2025 EFT 021374 PENCCO, INC 6,605.39
342666 01/22/2025 EFT 013165 PETE'S ROAD SERVICE 287.05 342667 01/22/2025 EFT 001886 PRUDENTIAL OVERALL SUPPLY 409.00 342668 01/22/2025 EFT 018886 RDO EQUIPMENT CO. 3,561.43 342669 01/22/2025 EFT 024930 REFRIGERATION SUPPLIES DI 739.06 342670 01/22/2025 EFT 020678 UNITED SAFETY SERVICES 32.57 342671 01/22/2025 EFT 001987 ROTARY CLUB - VICTORVILLE 161.67 342672 01/22/2025 EFT 020842 ALL PURPOSE FIRE EXT. COR 782.21 342673 01/22/2025 EFT 001153 DS SERVICES OF AMERICA, I 510.54 342674 01/22/2025 EFT 018883 MOMAR, INC. 894.66
342675 01/22/2025 EFT 019341 MARTIN, ARMANDO JR. 4,000.00 342676 01/22/2025 EFT 017269 TOWN & COUNTRY TIRE INC 60.00 342677 01/22/2025 EFT 020979 TR DESIGN GROUP, INC. 17,295.28 342678 01/22/2025 EFT 003089 UNITED RENTALS, INC. 3,060.34 342679 01/22/2025 EFT 000095 UNIVAR SOLUTIONS USA INC. 14,150.38

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 4User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
342680 01/22/2025 EFT 015079 VERIZON WIRELESS SERVICES 23,453.77 342681 01/22/2025 EFT 020421 VOHNE LICHE KENNELS, INC. 300.00 342682 01/22/2025 EFT 008430 CALMAT COMPANY 994.49
342683 01/22/2025 EFT 002505 VICTORVILLE DISPOSAL, INC 1,408,650.92 342684 01/22/2025 EFT 011361 WALTERS WHOLESALE ELECTRI 200.44 342685 01/22/2025 EFT 017120 WASHINGTON, DYJUAN 3,999.58 342686 01/22/2025 EFT 002554 WAXIE'S ENTERPRISES, LLC, 1,709.81 342687 01/22/2025 EFT 000208 WESTERN ELECTRICITY COORD 293.44 342688 01/22/2025 EFT 010274 HD SUPPLY CONSTRUCTION SU 336.04 342689 01/22/2025 EFT 022033 WOODARD & CURRAN, INC. 362,089.19 342690 01/22/2025 EFT 018845 Z GLOBAL INC. 126,594.60
798153 01/15/2025 PRINTED 010767 THE ACTIVE NETWORK 2,400.00 798154 01/15/2025 PRINTED 018004 CONTINENTAL AMERICAN INSU 1,507.84 798155 01/15/2025 PRINTED 024821 ALPHA OMEGA SEPTIC SERVIC 38,055.95 798156 01/15/2025 PRINTED 023621 AMAYA, EDWARD 165.00
798157 01/15/2025 PRINTED 006416 ANTONY ANIMAL HOSPITAL 480.00 798158 01/15/2025 PRINTED 011148 APPLE VALLEY TRANSFER & S 40.00 798159 01/15/2025 PRINTED 000191 APPLIED INDUSTRIAL TECH 734.61 798160 01/15/2025 PRINTED 017819 ANIMAL HOSPITAL AT THE NA 160.00 798161 01/15/2025 PRINTED 017968 AVCOM SERVICES, INC. 989.00 798162 01/15/2025 PRINTED 999974 THE BOEING COMPANY 2,080.00 798163 01/15/2025 PRINTED 023067 BEAR VALLEY ANIMAL HOSPIT 720.00 798164 01/15/2025 PRINTED 010670 BLUE SHIELD OF CALIFORNIA 10,817.31 798165 01/15/2025 PRINTED 000380 BURRTEC WASTE INDUSTRIES 121,617.62 798166 01/15/2025 PRINTED 000380 BURRTEC WASTE INDUSTRIES 2,405.84 798167 01/15/2025 PRINTED 000787 DEPARTMENT OF CONSERVATIO 3,402.75 798168 01/15/2025 PRINTED 021605 CANNAVINA, WAYNE 210.00 798169 01/15/2025 PRINTED 022240 CARRILLO, REBECCA 990.00 798170 01/15/2025 PRINTED 013168 COLLINS, LILIANA 67.06 798171 01/15/2025 PRINTED 018141 CR&R INCORPORATED 515.11 798172 01/15/2025 PRINTED 002752 D & H WATER SYSTEMS 16,807.66 798173 01/15/2025 PRINTED 023337 GUARDIAN SAFETY & SUPPLY, 4,424.12 798174 01/15/2025 PRINTED 022422 ERNIE'S AUTO SERVICE CORP 414.51 798175 01/15/2025 PRINTED 023588 ESPINOZA, TRAVIS 147.54 798176 01/15/2025 PRINTED 014122 EUROFINS EATON ANALYTICAL 1,305.00 798177 01/15/2025 PRINTED 022788 GANNETT MEDIA CORP 1,044.26 798178 01/15/2025 PRINTED 019796 GLEASON, EDWARD D 947.25 798179 01/15/2025 PRINTED 020022 THE GREATER HIGH DESERT C 950.00 798180 01/15/2025 PRINTED 021441 HENRY SCHEIN, INC. 3,728.68 798181 01/15/2025 PRINTED 013762 HESPERIA ANIMAL HOSPITAL 480.00 798182 01/15/2025 PRINTED 004021 HIGH DESERT LASER GRAPHIC 232.73 798183 01/15/2025 PRINTED 020667 CONDON, JOSEPH 1,411.11 798184 01/15/2025 PRINTED 004807 KONE, INC. 361.38
798185 01/15/2025 PRINTED 001416 LAWSON PRODUCTS, INC. 583.36 798186 01/15/2025 PRINTED 001439 LEAGUE OF CALIFORNIA CITI 600.00 798187 01/15/2025 PRINTED 021626 LFG PRINTING & ADVERTISIN 2,135.46 798188 01/15/2025 PRINTED 022774 LIEBERT CASSIDY WHITMORE 9,686.50 798189 01/15/2025 PRINTED 001424 LOS ANGELES DEPT. OF WATE 52.08 798190 01/15/2025 PRINTED 023222 MARIPOSA LANDSCAPES, INC. 9,550.00 798191 01/15/2025 PRINTED 000361 MARK BROWN & ASSOCIATES, 137.50 798192 01/15/2025 PRINTED 023586 VILLEGAS, DARREN 11,400.00 798193 01/15/2025 PRINTED 021856 METROPOLITAN LIFE INSURAN 2,488.50

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 5User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
798194 01/15/2025 PRINTED 001592 MOBILE OCCUPATIONAL SERVI 60.00 798195 01/15/2025 PRINTED 016208 MOTOROLA SOLUTIONS, INC 30,069.76 798196 01/15/2025 PRINTED 022212 MWI VETERINARY SUPPLY CO. 1,514.79 798197 01/15/2025 PRINTED 001648 NAPA AUTO PARTS 5,110.38 798198 01/15/2025 PRINTED 022947 NEWCO DISTRIBUTORS 4,400.60 798199 01/15/2025 PRINTED 021150 ODP BUSINESS SOLUTIONS, L 531.55 798200 01/15/2025 PRINTED 010657 PACIFIC PRODUCTS & SERVIC 4,469.18 798201 01/15/2025 PRINTED 023481 PAVE-TECH INC. 2,162,992.37 798202 01/15/2025 PRINTED 023551 PRECISION GARAGE DOOR & G 2,800.00 798203 01/15/2025 PRINTED 021481 VELASCO,JOSEPH 4,317.74 798204 01/15/2025 PRINTED 023351 RENEWELL FLEET SERVICE LL 6,265.20 798205 01/15/2025 PRINTED 006514 RITE-WAY ROOF CORPORATION 343,187.50 798206 01/15/2025 PRINTED 002746 ROTO ROOTER PLUMBERS 14,886.00 798207 01/15/2025 PRINTED 002037 SAN BERNARDINO COUNTY 480.00 798208 01/15/2025 PRINTED 002037 SAN BERNARDINO COUNTY 460.00 798209 01/15/2025 PRINTED 018967 SESAC RIGHTS MANAGEMENT, 2,886.00 798210 01/15/2025 PRINTED 016345 NNN INVESTMENTS INC. 49.75 798211 01/15/2025 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 168,397.00 798212 01/15/2025 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 3,358.22 798213 01/15/2025 PRINTED 011303 SPORTSENGINE, INC. 287.00 798214 01/15/2025 PRINTED 024609 STAPLES BUSINESS ADVANTAG 733.22 798215 01/15/2025 PRINTED 002269 SUNLAND FORD 10,181.51 798216 01/15/2025 PRINTED 025961 WEST PUBLISHING CORP 694.91 798217 01/15/2025 PRINTED 016520 UNITED STATES CUSTOMS AND 21,667.68 798218 01/15/2025 PRINTED 021480 SHADE STRUCTURES, INC. 5,178.47 798219 01/15/2025 PRINTED 002475 VESD CAFETERIA 351.37
798220 01/15/2025 PRINTED 017862 SOARES AUTOMOTIVE INC. 629.73 798221 01/15/2025 PRINTED 020762 OREMOR OF VICTORVILLE, LL 410.75 798222 01/15/2025 PRINTED 002879 VICTOR VALLEY TRANSIT AUT 295.00 798223 01/15/2025 PRINTED 029510 WEST END MATERIAL SUPPLY 59.38 798224 01/15/2025 PRINTED 016092 BRAYFIELD, ZACHARY SCOTT 4,637.00 798225 01/15/2025 PRINTED 021257 DIVE RESCUE, INC. 2,761.87 798226 01/15/2025 PRINTED 023553 HARMALA, ROBERT 8,883.33 798227 01/15/2025 PRINTED 019567 ACCESS ASSET MANAGEMENT I 30.44 798228 01/15/2025 PRINTED 023608 AMENTA, PRESLEY A 46.95 798229 01/15/2025 PRINTED 023618 AMG REAL ESTATE 49.49
798230 01/15/2025 PRINTED 023607 ANTONI FAMILY TRUST 49.75 798231 01/15/2025 PRINTED 023610 APARICIO, ROXANNE M 47.76 798232 01/15/2025 PRINTED 023601 CHAN FAMILY TRUST 63.29 798233 01/15/2025 PRINTED 023617 CHICAGO TITLE CO 91.87 798234 01/15/2025 PRINTED 023596 GARCIA JR, JOSE L 108.20 798235 01/15/2025 PRINTED 023600 GONZALES, CAROL LYNN 53.92 798236 01/15/2025 PRINTED 023602 GONZALEZ MARTIN & JULEENA 28.01 798237 01/15/2025 PRINTED 023612 LAWYERS TITLE 88.75
798238 01/15/2025 PRINTED 019724 LGI HOMES 94.49
798239 01/15/2025 PRINTED 023609 LOKMANIAN, LEVON 87.86 798240 01/15/2025 PRINTED 023603 LOWE, CRYSTAL LEE 83.62 798241 01/15/2025 PRINTED 023615 MELARA-MARTINEZ, MARIA 120.00 798242 01/15/2025 PRINTED 023604 MURILLO, DAVID 28.82
798243 01/15/2025 PRINTED 023595 MURRAY, MARK 25.18
798244 01/15/2025 PRINTED 023595 MURRAY, MARK 25.39
798245 01/15/2025 PRINTED 023613 ORANGE COAST TITLE 161.95

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 6User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
798246 01/15/2025 PRINTED 004064 PROVEST REALTY INC 55.18 798247 01/15/2025 PRINTED 023616 REALTY MASTERS & ASSOCIAT 66.73 798248 01/15/2025 PRINTED 019845 RICHMOND AMERICAN HOMES 93.68 798249 01/15/2025 PRINTED 019845 RICHMOND AMERICAN HOMES 93.68 798250 01/15/2025 PRINTED 019845 RICHMOND AMERICAN HOMES 94.49 798251 01/15/2025 PRINTED 019845 RICHMOND AMERICAN HOMES 101.80 798252 01/15/2025 PRINTED 019845 RICHMOND AMERICAN HOMES 95.30 798253 01/15/2025 PRINTED 023622 ROA, ALISA 28.21
798254 01/15/2025 PRINTED 023599 RUNESTAD, BRIAN 45.42
798255 01/15/2025 PRINTED 023598 S&H PROPERTY MANAGEMENT L 95.33 798256 01/15/2025 PRINTED 023597 SIMONYAN, ARMAN & VARTUHI 56.35 798257 01/15/2025 PRINTED 023619 SMITH, KARL S. 36.80
798258 01/15/2025 PRINTED 023614 STEWART TITLE OF CALIF IN 119.19 798259 01/15/2025 PRINTED 022643 TRAN, ROY 46.23
798260 01/15/2025 PRINTED 023606 TRAN, VAN 77.53
798261 01/15/2025 PRINTED 023611 WFG NATIONAL TITLE COMPAN 207.13 798262 01/15/2025 PRINTED 023605 ZHANG, XIAOQING 29.63
798263 01/15/2025 PRINTED 023594 ZUNIGA, ISALDA 68.78
798264 01/22/2025 PRINTED 013312 A & B HITCHES AND MUFFLER 1,532.14 798265 01/22/2025 PRINTED 024821 ALPHA OMEGA SEPTIC SERVIC 489.00 798266 01/22/2025 PRINTED 020713 BAKER & HOSTETLER LLP 352.50 798267 01/22/2025 PRINTED 000380 BURRTEC WASTE INDUSTRIES 2,671.82 798268 01/22/2025 PRINTED 000380 BURRTEC WASTE INDUSTRIES 1,375.25 798269 01/22/2025 PRINTED 017562 STATE OF CALIFORNIA DEPT. 1,260.00 798270 01/22/2025 PRINTED 014004 CALIFORNIA WATER EFFICIEN 5,112.50 798271 01/22/2025 PRINTED 020755 MIKE CAPOSIO BUICK GMC, L 744.43 798272 01/22/2025 PRINTED 021756 VILLEGAS, URIEL 2,800.00 798273 01/22/2025 PRINTED 023627 CRUZ, GUADALUPE 5,000.00 798274 01/22/2025 PRINTED 023070 C. WELLS PIPELINE MATERIA 231.64 798275 01/22/2025 PRINTED 018020 DIXON PEST CONTROL, INC. 344.00 798276 01/22/2025 PRINTED 014122 EUROFINS EATON ANALYTICAL 663.32 798277 01/22/2025 PRINTED 013384 LASTAND, INC. 145.00
798278 01/22/2025 PRINTED 022788 GANNETT MEDIA CORP 399.06 798279 01/22/2025 PRINTED 021367 GIBSON, DANIEL 350.00
798280 01/22/2025 PRINTED 001074 GRAHAM EQUIPMENT 4,927.50 798281 01/22/2025 PRINTED 020022 THE GREATER HIGH DESERT C 3,500.00 798282 01/22/2025 PRINTED 001155 HESPERIA HOSE SUPPLY 336.14 798283 01/22/2025 PRINTED 020328 HUEOSITY, LLC 885.85
798284 01/22/2025 PRINTED 023031 INTEGRATED SUPPLY NETWORK 557.96 798285 01/22/2025 PRINTED 020667 CONDON, JOSEPH 1,648.76 798286 01/22/2025 PRINTED 001401 KNORR SYSTEMS, INC. 179.25 798287 01/22/2025 PRINTED 018875 KONICA MINOLTA BUSINESS S 3,473.72 798288 01/22/2025 PRINTED 018875 KONICA MINOLTA BUSINESS S 2,399.38 798289 01/22/2025 PRINTED 018875 KONICA MINOLTA 217.71
798290 01/22/2025 PRINTED 018875 KONICA MINOLTA BUSINESS S 944.52 798291 01/22/2025 PRINTED 020913 LAMAS, WILLIAM 24.43
798292 01/22/2025 PRINTED 001439 LEAGUE OF CALIFORNIA CITI 35,098.00 798293 01/22/2025 PRINTED 022774 LIEBERT CASSIDY WHITMORE 2,812.50 798294 01/22/2025 PRINTED 017090 LONGLEE, SHAUN 195.00
798295 01/22/2025 PRINTED 010660 LOVELAND'S AUTOMOTIVE SER 3,596.04 798296 01/22/2025 PRINTED 021161 CAR WASH PARTNERS, LLC. 637.00 798297 01/22/2025 PRINTED 023015 MONET CONSTRUCTION, INC. 648,935.06

CITY OF VICTORVILLE
Report generated: 01/22/2025 13:51 Page 7User:

Program ID:
calonzo
apchkrcn
CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE

AP CHECK RECONCILIATION REGISTER
FOR CASH ACCOUNT: 000 11100 FOR: Uncleared
798298 01/22/2025 PRINTED 022278 MP ENVIRONMENTAL SERVICES 11,418.08 798299 01/22/2025 PRINTED 022212 MWI VETERINARY SUPPLY CO. 1,122.34 798300 01/22/2025 PRINTED 001648 NAPA AUTO PARTS 305.17 798301 01/22/2025 PRINTED 018400 O'CONNELL, CORMAC 70.00 798302 01/22/2025 PRINTED 021150 ODP BUSINESS SOLUTIONS, L 281.41 798303 01/22/2025 PRINTED 015815 HOPKINS, JESSICA 2,830.33 798304 01/22/2025 PRINTED 021481 VELASCO,JOSEPH 7,004.56 798305 01/22/2025 PRINTED 022511 PUMP CHECK, INC. 8,291.00 798306 01/22/2025 PRINTED 023264 QUADIENT FINANCE USA, INC 2,009.49 798307 01/22/2025 PRINTED 003150 ROBERTSON'S 1,442.19
798308 01/22/2025 PRINTED 002746 ROTO ROOTER PLUMBERS 348.00 798309 01/22/2025 PRINTED 002037 SAN BERNARDINO COUNTY 196.14 798310 01/22/2025 PRINTED 017490 SBCTOA TREASURER - THOMAS 50.00 798311 01/22/2025 PRINTED 002071 SAN BERNARDINO CO SOLID W 804,423.68 798312 01/22/2025 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 263,621.97 798313 01/22/2025 PRINTED 002188 SOUTHERN CALIFORNIA EDISO 53,094.70 798314 01/22/2025 PRINTED 020345 HOWMEDICA OSTEONICS CORP 67,777.47 798315 01/22/2025 PRINTED 007823 SUNBELT SOLOMON SERVICES, 66,669.19 798316 01/22/2025 PRINTED 002269 SUNLAND FORD 814.49
798317 01/22/2025 PRINTED 023500 SYNAGRO WEST, LLC 30,678.38 798318 01/22/2025 PRINTED 016889 TFORCE FREIGHT 145.00
798319 01/22/2025 PRINTED 007234 TK CONSTRUCTION 78,673.30 798320 01/22/2025 PRINTED 015840 ULTIMATE TINT & WHEEL 300.00 798321 01/22/2025 PRINTED 016520 UNITED STATES CUSTOMS AND 688.24 798322 01/22/2025 PRINTED 016520 UNITED STATES CUSTOMS AND 599.00 798323 01/22/2025 PRINTED 000331 WEBB, SCOTT 3,117.49
798324 01/22/2025 PRINTED 029510 WEST END MATERIAL SUPPLY 107.92 798325 01/22/2025 PRINTED 022995 AP TRITON, LLC 10,049.70 798326 01/22/2025 PRINTED 023630 ATKINS, DWIGHT M 1,029.89 341 CHECKS CASH ACCOUNT TOTAL 11,162,888.68 .00
DATE OF WIRE ACCOUNT NAME DESCRIPTION AMOUNT WELLS FARGO BANK CONF # 01/28/25 Baldy Mesa Water District SR 2006 Interest DS payment on bond $ 173,843.40 Total: $ 173,843.40
Item Number: 8
City Council / Board of Directors
Consent Calendar
Meeting of: February 4, 2025
Submitted By:

Carmen Cun, Finance Director / City Treasurer

Subject:

Payroll Demand Schedule No. 5A
Recommendation:

That the City Council and Board of Directors ratify Payroll Demand Schedule No. 5A for Payroll Period October 25, 2024, through November 08, 2024, in the amount of $2,252,394.72 covering Check Nos. 34366 through 34381, including Vendor checks. Also included are Advice Nos. 320895 through 321448, per adopted budget for Fiscal Year 2024-2025 (period covering July 1, 2024, through June 30, 2025).

Fiscal Impact:

A total fiscal impact of $2,252,394.72 is authorized with this action. The attached report details the payments by check numbers.

Discussion:

I hereby certify that the claims or demands covered by the attached list of warrants have been audited as to the accuracy and availability of funds for payment thereof and that said claims or demands are accurate and the funds are available for payment thereof.