Victorville City Council
February 18, 2025

CITY OF VICTORVILLE

COMBINED SALARY SCHEDULES
MID-YEAR BUDGET 2024-2025
EFFECTIVE FEBRUARY 18, 2025
Approved and Adopted by the City of Victorville Council as of 2/18/2025

MINIMUM MAXIMUM
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5

TIME BASE TIME BASE TIME BASE TIME BASE TIME BASE

MONTHLY MONTHLY MONTHLY MONHTLY MONTHLY
2 ACCOUNTANT 40 $7,809 $8,199 $8,609 $9,040 $9,492
3 ADMINISTRATIVE ANALYST 41 $8,004 $8,404 $8,824 $9,266 $9,729 8 ADMINISTRATIVE SECRETARY 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 AIRPORT ADMINISTRATIVE MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 AIRPORT BUSINESS ANALYST 41 $8,004 $8,404 $8,824 $9,266 $9,729 1 AIRPORT BUSINESS TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 AIRPORT DIRECTOR 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 AIRPORT MAINTENANCE SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 7 AIRPORT MAINTENANCE WORKER 18 $4,536 $4,763 $5,001 $5,251 $5,514 3 AIRPORT OPERATIONS OFFICER 23 $5,132 $5,389 $5,658 $5,941 $6,238 1 AIRPORT OPERATIONS SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 AIRPORT PROJECT TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 2 ANIMAL CARE & CONTROL SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 4 ANIMAL CONTROL OFFICER I 30 $6,100 $6,405 $6,725 $7,062 $7,415 2 ANIMAL CONTROL OFFICER II 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 ANIMAL CONTROL TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 ASSISTANT AIRPORT DIRECTOR 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 ASSISTANT CITY CLERK 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 ASSISTANT CITY LIBRARIAN 32 $6,409 $6,729 $7,066 $7,419 $7,790 1 ASSISTANT DIRECTOR OF FINANCE 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 ASSISTANT DIRECTOR OF HUMAN RESOURCES 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 ASSISTANT DIRECTOR OF PUBLIC WORKS 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 ASSISTANT DIRECTOR OF UTILITIES 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 ASSISTANT DIRECTOR OF WATER 59 $12,484 $13,108 $13,764 $14,452 $15,174 5 ASSISTANT ENGINEER I 41 $8,004 $8,404 $8,824 $9,266 $9,729 2 ASSISTANT ENGINEER II 45 $8,835 $9,277 $9,741 $10,228 $10,739 1 ASSISTANT PLANNER 37 $7,251 $7,614 $7,994 $8,394 $8,814 1 ASSOCIATE CIVIL ENGINEER 52 $10,502 $11,027 $11,578 $12,157 $12,765 2 ASSOCIATE PLANNER 44 $8,620 $9,051 $9,504 $9,979 $10,478 3 BATTALION CHIEF 56 $11,592 $12,172 $12,780 $13,419 $14,090 1 BILLING TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 BUILDING DIVISION MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 2 BUILDING INSPECTOR 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 BUILDING OFFICIAL 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 BUSINESS INTELLIGENCE DEVELOPER 39 $7,618 $7,999 $8,399 $8,819 $9,260 1 CHILDREN'S LIBRARIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 CITY CLERK 66 $14,839 $15,581 $16,360 $17,178 $18,037 5 CITY COUNCIL $1,900
1 CITY ENGINEER 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 CITY LIBRARIAN 40 $7,809 $8,199 $8,609 $9,040 $9,492
1 CITY MANAGER $28,847
1 CITY PLANNER 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 CITY SURVEYOR 52 $10,502 $11,027 $11,578 $12,157 $12,765 3 CODE COMPLIANCE TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 3 CODE ENFORCEMENT OFFICER I 30 $6,100 $6,405 $6,725 $7,062 $7,415 11 CODE ENFORCEMENT OFFICER II 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 CODE ENFORCEMENT OFFICIAL 66 $14,839 $15,581 $16,360 $17,178 $18,037 3 CODE ENFORCEMENT SUPERVISOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 1 COMMUNICATION ASSISTANT 21 $4,885 $5,129 $5,386 $5,655 $5,938 1 COMMUNITY RELATIONS SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 COMMUNITY SERVICES COORDINATOR 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 CONTRACT SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 CROSS CONNECTION COORDINATOR 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 CROSS CONNECTION TECHNICIAN 31 $6,253 $6,566 $6,894 $7,239 $7,601 1 CUSTOMER SERVICE LEAD REP 28 $5,806 $6,096 $6,401 $6,721 $7,057 12 CUSTOMER SERVICE REP 20 $4,766 $5,004 $5,255 $5,517 $5,793 1 CYBER SECURITY ADMINISTRATOR 39 $7,618 $7,999 $8,399 $8,819 $9,260 REVISED FEBRUARY 12, 2025

NON-REPRESENTED FULL-TIME SALARY SCHEDULE
Includes 3.0% Cost of Living Adjustment (COLA)
MONTHLY BASE PAY, PAID OUT BI-WEEKLY, BASED ON 80-HOUR WORK SCHEDULE AND 26 PAY PERIODS NO. OF

POSITIONS CLASSIFICATION RANGE
Benefits Resolution No. 25-010 Mid-Year 24-25

CITY OF VICTORVILLE

COMBINED SALARY SCHEDULES
MID-YEAR BUDGET 2024-2025
EFFECTIVE FEBRUARY 18, 2025
Approved and Adopted by the City of Victorville Council as of 2/18/2025

MINIMUM MAXIMUM
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5

TIME BASE TIME BASE TIME BASE TIME BASE TIME BASE

MONTHLY MONTHLY MONTHLY MONHTLY MONTHLY

NON-REPRESENTED FULL-TIME SALARY SCHEDULE
Includes 3.0% Cost of Living Adjustment (COLA)
MONTHLY BASE PAY, PAID OUT BI-WEEKLY, BASED ON 80-HOUR WORK SCHEDULE AND 26 PAY PERIODS NO. OF

POSITIONS CLASSIFICATION RANGE
1 DEPUTY CHIEF OF OPERATIONS 59 $12,484 $13,108 $13,764 $14,452 $15,174 1 DEPUTY CITY CLERK 29 $5,952 $6,250 $6,562 $6,890 $7,235 3 DEPUTY CITY MANAGER 74 $18,080 $18,984 $19,933 $20,930 $21,976 1 DEPUTY FIRE MARSHAL 56 $11,592 $12,172 $12,780 $13,419 $14,090 1 DEVELOPMENT SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 DEVELOPMENT TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 DIRECTOR OF COMMUNITY SERVICES 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 DIRECTOR OF ELECTRIC UTILITY SVCS 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 DIRECTOR OF FINANCE 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 DIVISION CHIEF DC $11,943 $12,540 $13,167 $13,826 $14,517 1 ECONOMIC DEVELOPMENT MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 ECONOMIC DEVELOPMENT TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 ELECTRIC & GAS SYSTEM OPERATOR 33 $6,569 $6,897 $7,242 $7,604 $7,985 1 ELECTRICAL TECHNICIAN ASSISTANT 31 $6,253 $6,566 $6,894 $7,239 $7,601 1 ELECTRICIAN 33 $6,569 $6,897 $7,242 $7,604 $7,985 1 EMS MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 EMS SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 ENFORCEMENT MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 2 ENGINEERING LEAD WORKER 28 $5,806 $6,096 $6,401 $6,721 $7,057 1 ENGINEERING TECHNICIAN I 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 ENGINEERING TECHNICIAN II 41 $8,004 $8,404 $8,824 $9,266 $9,729 1 ENVIROMENTAL PROGRAMS COMPLIANCE INSPECTOR 30 $6,100 $6,405 $6,725 $7,062 $7,415 1 ENVIROMENTAL PROGRAMS SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 ENVIROMENTAL PROGRAMS TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 ENVIRONMENTAL PROGRAMS COORDINATOR 43 $8,409 $8,829 $9,271 $9,734 $10,221 1 ENVIRONMENTAL PROGRAMS MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 5 EQUIPMENT OPERATOR 24 $5,260 $5,523 $5,799 $6,089 $6,394 1 FACILITIES ADMINISTRATIVE TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 FACILITIES MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 3 FINANCE ANALYST 47 $9,282 $9,746 $10,233 $10,745 $11,282 1 FINANCE MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 FINANCE SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 4 FINANCE SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 5 FINANCE TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 FIRE ADMINISTRATIVE MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 FIRE CHIEF 66 $14,839 $15,581 $16,360 $17,178 $18,037 3 FIRE INSPECTOR 30 $6,100 $6,405 $6,725 $7,062 $7,415 1 FIRE INVESTIGATOR 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 FIRE MECHANIC 31 $6,253 $6,566 $6,894 $7,239 $7,601 1 FLEET ADMINISTRATIVE TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 FLEET MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 FLEET SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 GAS OPERATIONS SUPERINTENDENT 45 $8,835 $9,277 $9,741 $10,228 $10,739 1 GIS COORDINATOR 39 $7,618 $7,999 $8,399 $8,819 $9,260 1 GIS TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 HOMELESSNESS SOLUTIONS & HOUSING MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 HOMELESSNESS SOLUTIONS COORDINATOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 3 HUMAN RESOURCES ANALYST 41 $8,004 $8,404 $8,824 $9,266 $9,729 1 HUMAN RESOURCES OFFICER 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 HUMAN RESOURCES SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 IT TECHNICAL WRITER 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 LEAD ACCOUNT CLERK 28 $5,806 $6,096 $6,401 $6,721 $7,057 1 LEAD ELECTRICIAN 38 $7,433 $7,805 $8,195 $8,605 $9,035 1 LEAD LINE LOCATOR 28 $5,806 $6,096 $6,401 $6,721 $7,057 2 LEAD MECHANIC 36 $7,075 $7,429 $7,800 $8,190 $8,600 2 LIBRARY ASSOCIATE 17 $4,425 $4,646 $4,879 $5,122 $5,379 1 LIBRARY COORDINATOR 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 LICENSING TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 Benefits Resolution No. 25-010 Mid-Year 24-25

CITY OF VICTORVILLE

COMBINED SALARY SCHEDULES
MID-YEAR BUDGET 2024-2025
EFFECTIVE FEBRUARY 18, 2025
Approved and Adopted by the City of Victorville Council as of 2/18/2025

MINIMUM MAXIMUM
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5

TIME BASE TIME BASE TIME BASE TIME BASE TIME BASE

MONTHLY MONTHLY MONTHLY MONHTLY MONTHLY

NON-REPRESENTED FULL-TIME SALARY SCHEDULE
Includes 3.0% Cost of Living Adjustment (COLA)
MONTHLY BASE PAY, PAID OUT BI-WEEKLY, BASED ON 80-HOUR WORK SCHEDULE AND 26 PAY PERIODS NO. OF

POSITIONS CLASSIFICATION RANGE
2 LINE LOCATOR 25 $5,392 $5,662 $5,945 $6,242 $6,554 9 MAINTENANCE LEAD WORKER 28 $5,806 $6,096 $6,401 $6,721 $7,057 1 MAINTENANCE SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 49 MAINTENANCE WORKER 18 $4,536 $4,763 $5,001 $5,251 $5,514 6 MANAGEMENT SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 9 MANAGEMENT TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 MARKETING TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 MECHANIC 23 $5,132 $5,389 $5,658 $5,941 $6,238 1 NETWORK ADMINISTRATOR 39 $7,618 $7,999 $8,399 $8,819 $9,260 1 NETWORK ENGINEER 52 $10,502 $11,027 $11,578 $12,157 $12,765 8 OFFICE ASSISTANT 17 $4,425 $4,646 $4,879 $5,122 $5,379 1 PARKS SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 PAYROLL SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 PAYROLL SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 2 PAYROLL TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 4 PERMIT TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 PLAN CHECKER 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 PLANNING TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 PUBLIC INFORMATION OFFICER 66 $14,839 $15,581 $16,360 $17,178 $18,037 1 PUBLIC WORKS & WATER ADMINISTRATIVE MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 PUBLIC WORKS & WATER DIRECTOR 66 $14,839 $15,581 $16,360 $17,178 $18,037 3 PUBLIC WORKS INSPECTOR 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 PUBLIC WORKS MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 2 PUBLIC WORKS SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 PUBLIC WORKS TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 PURCHASING MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 REAL ESTATE SPECIALIST 38 $7,433 $7,805 $8,195 $8,605 $9,035 1 RECREATION MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 3 RECREATION SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 REGISTERED VETERINARY TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 RISK AND EMERGENCY MANAGEMENT TECHNICIAN 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 SCADA COORDINATOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 16 SECRETARY 21 $4,885 $5,129 $5,386 $5,655 $5,938 7 SENIOR ACCOUNT CLERK 24 $5,260 $5,523 $5,799 $6,089 $6,394 3 SENIOR ADMINISTRATIVE ANALYST 47 $9,282 $9,746 $10,233 $10,745 $11,282 1 SENIOR AIRPORT MAINTENANCE LEAD WORKER 32 $6,409 $6,729 $7,066 $7,419 $7,790 1 SENIOR AIRPORT MAINTENANCE WORKER 22 $5,007 $5,257 $5,520 $5,796 $6,086 1 SENIOR AIRPORT OPERATIONS OFFICER 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 SENIOR BUILDING INSPECTOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 2 SENIOR CIVIL ENGINEER 55 $11,310 $11,876 $12,469 $13,093 $13,747 2 SENIOR CUSTOMER SERVICE REP 24 $5,260 $5,523 $5,799 $6,089 $6,394 2 SENIOR ELECTRIC & GAS SYSTEM OPERATOR 38 $7,433 $7,805 $8,195 $8,605 $9,035 4 SENIOR EQUIPMENT OPERATOR 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 SENIOR FIRE MECHANIC 34 $6,734 $7,071 $7,424 $7,795 $8,185 3 SENIOR MAINTENANCE LEADWORKER 32 $6,409 $6,729 $7,066 $7,419 $7,790 25 SENIOR MAINTENANCE WORKER 22 $5,007 $5,257 $5,520 $5,796 $6,086 6 SENIOR MECHANIC 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 SENIOR PERMIT TECHNICIAN 32 $6,409 $6,729 $7,066 $7,419 $7,790 1 SENIOR PLAN CHECKER 42 $8,204 $8,614 $9,045 $9,497 $9,972 2 SENIOR PLANNER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 SENIOR PUBLIC WORKS INSPECTOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 1 SENIOR SWEEPER OPERATOR 27 $5,665 $5,948 $6,246 $6,558 $6,886 2 SENIOR TRAFFIC SIGNAL MAINTENANCE TECHNICIAN 33 $6,569 $6,897 $7,242 $7,604 $7,985 2 SENIOR WATER DISTRIBUTION LEAD WORKER 36 $7,075 $7,429 $7,800 $8,190 $8,600 10 SENIOR WATER DISTRIBUTION WORKER 23 $5,132 $5,389 $5,658 $5,941 $6,238 1 SENIOR WATER SUPPLY LEAD OPERATOR 38 $7,433 $7,805 $8,195 $8,605 $9,035 8 SENIOR WATER SUPPLY OPERATOR 29 $5,952 $6,250 $6,562 $6,890 $7,235 1 SIGN TECHNICIAN 24 $5,260 $5,523 $5,799 $6,089 $6,394 Benefits Resolution No. 25-010 Mid-Year 24-25

CITY OF VICTORVILLE

COMBINED SALARY SCHEDULES
MID-YEAR BUDGET 2024-2025
EFFECTIVE FEBRUARY 18, 2025
Approved and Adopted by the City of Victorville Council as of 2/18/2025

MINIMUM MAXIMUM
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5

TIME BASE TIME BASE TIME BASE TIME BASE TIME BASE

MONTHLY MONTHLY MONTHLY MONHTLY MONTHLY

NON-REPRESENTED FULL-TIME SALARY SCHEDULE
Includes 3.0% Cost of Living Adjustment (COLA)
MONTHLY BASE PAY, PAID OUT BI-WEEKLY, BASED ON 80-HOUR WORK SCHEDULE AND 26 PAY PERIODS NO. OF

POSITIONS CLASSIFICATION RANGE
1 STRATEGIC COMMUNICATIONS SPECIALIST 35 $6,902 $7,247 $7,609 $7,990 $8,389 1 SURVEY TECHNICIAN 35 $6,902 $7,247 $7,609 $7,990 $8,389 4 SWEEPER OPERATOR 24 $5,260 $5,523 $5,799 $6,089 $6,394 2 TECHNOLOGY COORDINATOR 39 $7,618 $7,999 $8,399 $8,819 $9,260 2 TECHNOLOGY MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 1 TECHNOLOGY OFFICER 66 $14,839 $15,581 $16,360 $17,178 $18,037 4 TECHNOLOGY TECHNICIAN 27 $5,665 $5,948 $6,246 $6,558 $6,886 1 TRAFFIC MAINTENANCE SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 2 TRAFFIC SIGNAL MAINTENANCE TECHNICIAN 28 $5,806 $6,096 $6,401 $6,721 $7,057 1 TRAINING BATTALION CHIEF 56 $11,592 $12,172 $12,780 $13,419 $14,090 1 UTILITY DISTRIBUTION SUPERINTENDENT 45 $8,835 $9,277 $9,741 $10,228 $10,739 3 VEHICLE SERVICE WORKER 18 $4,536 $4,763 $5,001 $5,251 $5,514 1 WAREHOUSE CLERK 20 $4,766 $5,004 $5,255 $5,517 $5,793 2 WAREHOUSE TECHNICIAN 23 $5,132 $5,389 $5,658 $5,941 $6,238 2 WATER CONSERVATION SPECIALIST 30 $6,100 $6,405 $6,725 $7,062 $7,415 4 WATER DISTRIBUTION LEAD WORKER 28 $5,806 $6,096 $6,401 $6,721 $7,057 2 WATER DISTRIBUTION SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 10 WATER DISTRIBUTION WORKER 19 $4,649 $4,881 $5,126 $5,382 $5,651 2 WATER MANAGER 52 $10,502 $11,027 $11,578 $12,157 $12,765 2 WATER RESOURCES SUPERVISOR 40 $7,809 $8,199 $8,609 $9,040 $9,492 1 WATER SAMPLING & COMPLIANCE COORDINATOR 35 $6,902 $7,247 $7,609 $7,990 $8,389 2 WATER SUPPLY LEAD OPERATOR 32 $6,409 $6,729 $7,066 $7,419 $7,790 1 WATER SUPPLY SUPERVISOR 42 $8,204 $8,614 $9,045 $9,497 $9,972 1 WINDOWS SERVER ADMINISTRATOR 39 $7,618 $7,999 $8,399 $8,819 $9,260

MINIMUM MAXIMUM
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5

TIME BASE TIME BASE TIME BASE TIME BASE TIME BASE

MONTHLY MONTHLY MONTHLY MONHTLY MONTHLY
18 FIRE CAPTAIN FC $8,782 $9,283 $9,783 $10,282 $10,782 18 FIRE ENGINEER FE $7,528 $7,956 $8,384 $8,813 $9,241 0 FIREFIGHTER EMT FFEMT $5,951 $6,249 $6,561 $6,890 $7,234 36 FIREFIGHTER PARAMEDIC FFPM $7,268 $7,681 $8,095 $8,510 $8,923 553 APPROVED FULL-TIME POSITIONS
RANGE

NON-REPRESENTED PART-TIMIE HOURLY SCHEDULE

HOURLY RATE, PAID OUT BI-WEEKLY, BASED ON HOURS WORKED
04 04

REPRESENTED SALARY SCHEDULE
NO. OF

POSITIONS CLASSIFICATION RANGE
MONTHLY BASE PAY, PAID OUT BI-WEEKLY, BASED ON 112-HOUR WORK SCHEDULE AND 26 PAY PERIODS

VEHICLE SERVICE WORKER-PT

LIBRARY TECHNICIAN
05 05
04 RECREATION SPECIALIST

POOL MANAGER

LIBRARY CLERK

OFFICE AIDE

MAINTENANCE AIDE

CLASSIFICATION
00 00
01 01

AQUATIC AIDE

RECREATION LEADER I

LIFEGUARD
SENIOR RECREATION LEADER $18.96
$18.96

ENGINEERING INTERN

EMS MANAGEMENT TECHNICIAN-PT

ASSISTANT ENGINEER-PT
02 02
02 03
20 07
06 06

SENIOR LIFEGUARD

ADMINISTRATIVE INTERN

LIBRARY AIDE
$17.50
$17.50

HOURLY RATE
$81.69
$34.34
$27.13
$27.13
$25.67
$25.67
$24.51
$24.51
$24.51
$22.17
$20.42
$20.42
$20.42
Benefits Resolution No. 25-010 Mid-Year 24-25

SECTION 2. FRINGE BENEFITS - The following is provided as an overview and should not be considered as a complete description of benefits. The fringe benefits for the City of Victorville full -time employees effective July 1, 2024, unless otherwise specified, through June 30, 2025, shall be:

Annual Vacation Leave - All full-time employees shall earn annual vacation credits accrued bi-weekly in the beginning of the years listed below and are authorized to accumulate vacation leave credits as follows:

Years of Full-Time
Employment
Annual Vacation Hours
Earned
Hours Earned Per
Pay Period (26 pay
periods per year)
Maximum Vacation
Accrual Hours
0-5 80 3.08 160
6-10 120 4.62 240
11-15 160 6.15 320
16+ 200 7.69 400

Full-time employees are eligible to use annual leave time as it accrues. Effective January 1, 2012, accruals will be earned every pay period. (See City of Victorville Personnel Rules, Rule X, Sections 1 and 2.)

Sick Leave - Accrued at the rate of 3.7 hours per pay period for all probationary and full-time employees, for a total of 96 hours per year.

Effective January 1, 2024, Senate Bill (SB) No. 616 passed into law amending California’s paid sick leave, which guarantees employees five (5) paid sick days per year, up from three (3) days previously.

The new law will not impact full-time employees or safety shift personnel as the City’s paid sick leave benefit exceeds California’s law.

Part-time employees paid sick leave benefit will increase to 40 hours or five (5) paid sick days and will be available to use after 30 calendar days of employment.

Bereavement Leave - Effective January 1, 2023, the California Family Rights Act (CFRA) entitles employees five days (increase from three) of unpaid bereavement leave. This is time off work given to eligible employees after the death of a family member or a loved one as follows:
• Spouse or domestic partner
• Child
• Parent
• Sibling
• Grandparent
• Grandchild
• Parent-in-law
Employees are permitted to use any available sick leave, vacation, and compensatory time off for the purpose of bereavement leave.

In addition to the requirements of the California Family Rights Act (CFRA) above, effective July 1, 2024, the City of Victorville will provide non-represented, full -time employees up to 80 hours of paid time off (per occurrence) for bereavement of a direct family member as listed above. Part-time employees are eligible to

Benefits Resolution No. 25-010 Mid-Year 24-25

take up to 56 hours of paid time off (per occurrence) based on their average hours worked in a two-week pay period over the last 6 months. The paid time off does not need to be consecutive. (See policy No. D-5)

Reproductive Loss Leave - Effective January 1, 2024, Senate Bill (SB) No. 848 provided eligible employees who have been employed with the City for at least thirty (30) days before the start of leave are eligible for five (5) days of unpaid reproductive loss leave after a reproductive loss event, as defined below:
• Miscarriage
• Stillbirth
• Failed Adoption
• Failed Surrogacy
• Unsuccessful Assisted Reproduction

Reproductive loss leave must be completed within three (3) months of the event, although the days do not need to be consecutive. Employees may take up to a total of twenty (20) days of reproductive loss leave within a twelve (12) month period. Employees may use accrued but unused vacation or paid sick leave to substitute for any unpaid reproductive loss leave or if additional time is needed. Additional unpaid time off may be granted at the discretion of the City Manager on a case-by-case basis.

Sick Leave Yearly Payoff - Non-represented full-time employees who maintain a minimum of 144 hours and have completed 5 years of full-time of continuous service with the City of Victorville will be able to receive a payoff of their accrued sick leave hours. The maximum payoff cannot exceed 144 hours, every December, beginning December 2021.

Non-represented part-time employees who maintain a minimum of 72 hours and have completed 5 years of part-time continuous service with the City of Victorville will be able to receive a payoff of their accrued sick leave hours. The maximum payoff cannot exceed 72 hours, every December, beginning December 2021.

The sick leave payoff will be based on the following scale:

Sick Leave Accrued as of
Date of Termination
Cash Payment of hours
of Accrued Sick Leave
240 hours or less 35%
241 to 320 hours 40%
321 to 400 hours 45%
401 to 480 hours 50%
481 to 560 hours 55%
561 to 640 hours 60%
641 to 720 hours 65%
721 to 800 hours 70%
801 to 880 hours 75%
881 to 960 hours 80%
961 to 1,040 hours 85%
1,041 to 1,120 hours 90%
1,121 to 1,200 hours 95%
1,201 hours and above 100%

Benefits Resolution No. 25-010 Mid-Year 24-25

Upon completion of five (5) years of continuous service, sick leave payout upon separation of service or termination is calculated according to the above formula, pursuant to Resolution 09-103.

Holidays:

Day Date Holiday
Thursday July 4, 2024 Independence Day
Monday September 2, 2024 Labor Day
Monday November 11, 2024 Veterans Day
Thursday November 28, 2024 Thanksgiving Day
Friday November 29, 2024 Day after Thanksgiving
Tuesday December 24, 2024 Christmas Eve Holiday
Wednesday December 25, 2024 Christmas Holiday
Tuesday December 31, 2024 New Year's Eve Holiday
Wednesday January 1, 2025 New Year’s Day
Monday January 20, 2025 Martin Luther King, Jr. Day
Monday February 17, 2025 President's Day
Monday May 26, 2025 Memorial Day Holiday
Thursday June 19, 2025 Juneteenth
1 Floating Holiday
Total of 14 Holidays

Note: Actual holidays vary each year. Three days in December are designated as permanent Cost of Living Adjustment (COLA) reduction days and applied to the December holiday schedule. Actual COLA reduction days taken are based on individual department needs and must be taken within 30 days. Days off during the December holidays shall not be prorated for any employee hired after January 1, 2024.

Floating Holiday may be taken in conjunction with another holiday, vacation, or sick leave day. No partial holiday may be taken. Floating Holiday may be taken after six months of service.

As a matter of recordkeeping for the current Fiscal Year 2023- 2024, the City of Victorville replaced the New Year’s Eve holiday (listed in the MOU between the City of Victorville and the Victorville Professional Firefighters) with Independence Day Eve holiday (not listed in the MOU) for represented employees.

Premium Holiday Pay - Based on the approved holidays in this section, including the permanent Cost of Living Adjustment reduction days and the Christmas to New Year’s Day H oliday Break Coverage Days (December 28 and 29, 2024) , and excluding the floating holiday, nonexempt, full -time, non- represented employees who are eligible for paid holidays but who are required to work on a company holiday will be paid at one and one-half times their regular rate of pay for the hours worked in addition to holiday pay. Part -time employees who are required to work on an approved company holiday will be eligible to receive one and one- half times their regular rate of pay for the hours worked.

Differential Weekend Pay - N on-exempt, non-represented full-time and part -time employees that are scheduled to work on Saturday or Sunday as part of their regular schedule will receive additional pay per hour in the amount of 5% of their hourly wage for the weekend hours worked.

Stability Pay - Non-represented employees will receive stability pay, starting after 10 years of part -time or full-time service or the combination of the two with the City of Victorville, during the last pay period of the fiscal year, beginning in July 2023, based on the following scale:

Benefits Resolution No. 25-010 Mid-Year 24-25

Years of Service Amount
10 - 14 $500
15 - 19 $1,000
20 + $1,500

Executive Leave - Provided to Department Heads, Assistant Department Heads, and other designated staff, based on the City Manager’s evaluation of the amount of time worked. Advance written approval by the City Manager is required. (See Administrative Policy D-1.)

Compensatory Time - Employees eligible for compensatory time may accrue such time, up to the limit of 80 hours for full-time employees. Compensatory time may not be earned until 40 hours have been worked in a workweek. Compensatory time earned after 40 hours in a workweek are earned at one and one-half rates. It is the employee’s choice whether to receive compensatory time or overtime pay. Part-time employees and Safety Shift Personnel are not eligible for compensatory time.

Retirement - Effective July 1, 2015, the City ceased to pay the 8.0% employee share of contributions to the California Public Employees’ Retirement System (CalPERS). The City ceased to report the Employer Paid Member Contributions (EPMC) to PERS as special compensation. The City shall participate in the CalPERS replacement benefit plan or equivalent. The City provides all full -time employees with 4th level 1959 Survivor’s Benefits.

For full-time employees and Council Members hired on or after January 1, 2013, CalPERS contributions will be implemented according to the Public Employees’ Pension Reform Act of 2013 (PEPRA) AB 340 and AB 197. Council Members have the option to elect membership to CalPERS.

Miscellaneous Classic Formula: Member formula: 2.5% @ 55 Employees pay CalPERS 8% employee contribution.

Miscellaneous PEPRA Formula: Member formula 2.0% @ 62 Employee will pay the statutorily mandated employee contribution rate of one half of the total normal cost.

Safety Classic Formula: Member formula: 2% @ 50 Employee pay CalPERS 9% employee contribution.

Safety PEPRA Formula: Member formula 2.7% @ 57. Employees will pay the statutorily mandated employee contribution rate of one half of the total normal cost.

Deferred Compen
sation - As of January 1, 2024, full-time employees shall be eligible to transfer up to $23,500 of annual salary per year into a City-approved Deferred Compensation Plan; full-time employees 50 years of age and above are allowed a catch- up provision of $7,500. An additional standard provision is available to full-time employees who are planning on retiring within three years. Under this provision funds not utilized may be contributed the year prior to retirement. Deferred Compensation funds may be accessed through a loan program.

A 401(a) Defined Contribution Plan is available for new full -time employees who may elect an employee contribution, under Section 401(a) of the Internal Revenue Code. The plan document allows a 60-day period for the individuals to make an election from the initial date of hire. Pursuant to Federal Regulations, effective December 31, 2009, existing full-time employees may not enroll or modify an existing 401(a) plan.

Employer contributions will not be offered in any new recruitments effective July 1, 2022. Employees receiving Benefits Resolution No. 25-010 Mid-Year 24-25

employer contributions toward deferred compensation prior to July 1, 2022, will be grandfathered into the pre-existing deferred compensation structure, and will continue to receive the employer contribution offered for the following non- represented classifications (should the grandfathered employee maintain continuous employment with the City and receive a promotion to a higher position): Fire Chief $800, Division Chief $750, Deputy Chief of Operations $750, Training Battalion Chief $750, Battalion Chief $750, Deputy Fire Marshal $750.

Retirement Medical Coverage - City employees and Council Members who meet CalPERS’s requirements and retire simultaneously with the City of Victorville are considered City retirees.

For employees hired prior to July 1, 2024, the City shall be responsible for retirees’ (beginning with eight years of service) medical insurance premium as follows:

Years of Service 25 + 20-24 15-19 8-14
City Paid 100% 75% 50% 25%

For employees hired on or after July 1, 2024, the City shall be responsible for retirees’ (beginning with fifteen years of service) medical insurance premium as follows:

Years of Service 25 + 20-24 15-19
City Paid 100% 75% 50%

Retirees must have been previously enrolled in medical coverage, for twelve consecutive months, in the City’s medical insurance plan at time of retirement to be eligible to receive the medical reimbursement based on the above tables.

For early retirees under age 65 - Payment is based on the single-party rate of the medical options available through the City’s insurance plan, not to exceed $950 per month.

For retirees age 65 and over - Payment is based on available Medicare Supplemental options single-party rate, available through the City’s insurance plan, not to exceed $950 per month.

City Retirees from non-represented groups may postpone their medical insurance enrollment to a later date.

Out-of-state City Retirees Medical Reimbursement - City Retirees from non- represented groups residing outside the state of California will be eligible to enroll in medical insurance plans outside of CalPERS and remain eligible to receive medical reimbursement based on the years of service according to the tables above.

Proof of payment will be required. Retirees age 65 and over must be enrolled with Medicare Part A (Hospital) and Part B (Medical) in order to be eligible for a retiree medical plan offered through the City.

Retirees may continue dental and vision insurance coverage at their own expense.

Retirees must have been previously enrolled in medical coverage, for twelve consecutive months, in the City’s medical insurance plan at time of retirement to be eligible to receive the one time pay-off option.

Effective February 11, 2000, an employee may opt for a one-time payoff, at the time of retirement, in lieu of monthly medical retirement benefits. This shall be paid on a pro-rated basis, contingent upon years of service described in the chart below.

Benefits Resolution No. 25-010 Mid-Year 24-25

For employees hired prior to July 1, 2024, the payoff will be based on the following table:

Years of Service 25 + 20-24 15-19 8-14
City Paid 100% 75% 50% 25%
Pay-off Amount $19,364 $15,490 $11,616 $7,748

For employees hired on or after July 1, 2024, the one-time payoff amount will be based on the following table:

Years of Service 25 + 20-24 15-19
City Paid 100% 75% 50%
Pay-off Amount $19,364 $15,490 $11,616

These amounts may change annually, based on the COLA applied to the City employees’ wages.

Medicare - Employees hired after April 1, 1986, shall contribute 1.45% of their base salary as a matching share of contribution to provide Medicare coverage, available upon retirement, based on Social Security Administration guidelines.

Fringe - The amount of $950 per month is provided by the City for health, dental, and vision coverage for all full-time employees and Council Members. Married couples who are both full -time employees with the City may utilize the full fringe each for family medical, dental and vision. If eligible family members are enrolled, they must be enrolled in the same coverage as elected by the employee. The maximum cash back benefit for employees and Council Members waiving medical benefits is $400 per month. Any Council Member who is a CalPERS Retiree and not allowed to enroll in the City’s active plan may apply up to a maximum of $95 0 towards a CalPERS retiree medical premium. Employees and Council Members may purchase dental and vision coverage with this amount. Any remaining balance may be deposited into a flexible spending account or included as taxable income on their paychecks. Flexible spending accounts are provided for pre- tax deposits to cover expenses for health care and/or dependent day care. The City is responsible for the monthly administrative fee associated with the health care and dependent day care plans.

Additionally, full-time employees who enroll in medical, dental and vision plans and are paying out-of-pocket, the City will subsidize 50% of the total out-of-pocket cost up to $800 per month. This subsidy does not apply to Council Members or retirees.

Workers' Compensation Program - Insurance provided by the City for work-related injuries occurring to the employee during the course of employment. (See City of Victorville Personnel Rules, Rule X, Section 4.) (See Family and Medical Leave Act Policy No. B-25)

Employee Assistance Program - The City provides for a confidential counseling program for employees and eligible dependents.

Unemployment Insurance - May provide income for the employee if laid off or involuntarily terminated for reasons other than misconduct.

Life insurance - Group term li fe insurance and accidental death and dismemberment insurance is paid by the City at the rate of .162 per thousand dollars of base salary and is rounded to the nearest $1,000. For Full- time employees, the benefit is one times annual salary, to a maximum of $250,000. A maximum of $10,000 life insurance policy is paid by the City for Council Members.

Benefits Resolution No. 25-010 Mid-Year 24-25

Short-Term Disability (STD) Insurance - Full-time employees shall contribute .61% per $100 of monthly salary. Employee premiums are post -tax; therefore, benefits will not be taxed upon receipt of payment.

Employees may be eligible to receive disability payments after 7 days of missed work, and benefits shall continue for 13 weeks for a qualifying illness or injury. STD pays 60% of employees’ weekly base pay, with a minimum of $50 per week, up to a maximum of $1,600 per week. Part-time employees are not eligible. (See City of Victorville Personnel Rules, Rule X, Section 12.) (See Family and Medical Leave Act Policy No.

B-25).

Long-Term Disability - The City provides coverage for full-time employees after 90 days of disability. The City’s premium is $.70 per $100 of monthly salary and covers 66.67% of employees’ monthly salary. Minimum of $50 per month to a maximum of $5,000 per month.

Paid Parental Leave - Non-represented full-time and part-time employees are eligible for up to four (4) weeks of paid maternity/paternity/adoption leave. Paid Parental Leave (PPL) is compensated at 60% of the employee’s weekly earnings and must be coordinated with sick and/or annual leave accruals, accordingly.

Paid Parental Leave may not be used in conjunction with short-term disability benefits.

Paid Parental Leave is associated with the birth of an employee’s own child or the placement of a child with the employee in connection with adoption. The purpose of paid parental leave is to enable the employee to care for and bond with a newborn or a newly adopted child. Paid Parental Leave may be taken within the first year of the employee’s child's arrival by birth or adoption. This leave is not subject for an extension or a payout.

If both parents are employees, both may access the paid benefits of this policy. This policy will run concurrently with Family and Medical Leave Act (FMLA) leave, as applicable. In order to be eligible to take Paid Parental Leave, a full-time employee must have been employed with the City for at least 12 months and have passed probation. A part-time employee must have 12 months of continuous service. Additionally, the employee must have worked at least 1,250 hours during the 12 consecutive months immediately preceding the date the leave would begin, (Temporary employees, interns, planning commissioners, and council members are not eligible for this benefit).

Cell Phone/Technology Stipends - Certain employees that need to be accessible via their cell phone in the course of their duties or may otherwise require technology for work -related activities may receive a monthly cell phone/technology stipend. Pursuant to Administrative Policy No. B -28, such stipends require a Department Director recommendation and are subject to City Manager approval.

Council members may receive a cell phone/technology stipend in the amount of $150 monthly to offset the costs related to the personal use of their cell phone or other technology for City business. Neither employees nor City Council members shall receive both a City-issued cell phone and a cell phone/technology stipend.

Vehicle Stipends - A number of positions require the use of a vehicle in completing work -related duties during regular working hours as well as during evenings, weekends, and holidays. Some positions will be assigned a City vehicle for these purposes, while others may be assigned a vehicle stipend pursuant to Administrative Policy No. B-26.

As detailed in the Council Policy Manual, the Mayor and Mayor Pro- Tem may choose to receive a monthly auto allowance in the amount of $300 and $200, respectively.

In the case of employees or Council members who receive a vehicle stipend, mileage reimbursement may be requested for events in excess of 200 miles.

Benefits Resolution No. 25-010 Mid-Year 24-25

Safety shoes - All employees, with the exception of Safety Personnel, who are required to wear safety shoes, shall receive $225 reimbursement per fiscal year. Employees may purchase multiple pairs of shoes so long the allowance is not exceeded. Exceptions are governed by Administrative Policy No. G-7.

Uniforms - Payment for non-safety uniform service shall not exceed $174 per year per employee for those employees required to wear uniforms. Reimbursement to Victorville Municipal Utilities Service employees who maintain their own uniforms, due to specialized uniforms and handling, shall not exceed $300 per year.

Upon the recommendation of the Department Head and approval of the City Manager, t he following non- represented Victorville positions will receive a uniform allowance as follows: Fire Chief, Deputy Chief of Operations, Division Chief, Battalion Chief, Training Battalion Chief, Deputy Fire Marshal, EMS Manager $75.00 per month. EMS Specialist, EMS Management Technician, Fire Investigator, Fire Inspector $37.50 per month.

Per CalPERS PEPRA legislation passed January 1, 2013, Uniform allowance is not pensionable for PEPRA CalPERS members.

Stand-by Pay - Available to qualified full -time non- safety and non- exempt regular employees who are required to be immediately available for duty. Employees called to work while on Stand- by will be paid at a rate of $300 per week plus their regular rate of pay for the hours actually worked, subject to FLSA overtime provisions.

Bilingual Pay - Upon the recommendation of the Department Head and based on the need of the Department, full-time and part -time employees who are proficient in speaking a qualified foreign language shall receive $50.00 per month of additional pay as a bilingual pay incentive. To be eligible, personnel must pass the City’s written and oral exam. Currently the qualified foreign language is Spanish.

Tuition Reimbursement - Effective July 1, 2024, new tuition reimbursement requirements and benefits will be available to full-time, non-represented regular employees, after one year of full-time service. All courses taken for reimbursement must be approved by the City Manager, Department Head and the Personnel Officer prior to the beginning of the course. Courses eligible for reimbursement must be job related and toward a related degree. Tuition reimbursement will include any associated fees including books, permits and other required fees (excluding shipping costs) up to a maximum of $5 ,000 per fiscal year. The Tuition Reimbursement program may be suspended if allocated funds are exhausted and/or if the Council chooses not to allocate the funds necessary to continue the program in any particular fiscal year due to budget constraints. (See Tuition Reimbursement Administrative Policy No: B-33).

Represented employees are still eligible for tuition reimbursement under the provisions of the Memorandum of Understanding between the City of Victorville and the Victorville Professional Firefighters and Administrative Policy No. B-31.

Work Week - Full-time non- safety employees will work a 40- hour week schedule. All Safety non- shift employees will work a 40-hour week schedule.

Work schedules:

The work schedule effective July 13, 2019, will be a 9/80 schedule, whereby all full-time employees will work 40 hours per week. Exceptions to the 9/80 schedule may be approved by the City Manager if it is determined that it is in the best interest of the City. For those assigned the traditional 9/80 schedule, the work week Benefits Resolution No. 25-010 Mid-Year 24-25

begins each Friday at 12:01 p.m. and ends each Friday at 12:00 p.m. For those assigned a modified 9/80 schedule following City Manager approval, the work week begins each Saturday at 12:00 a.m. and ends each Friday at 11:59 p.m.

Overtime will be calculated for all non- exempt employees, who exceed 40 total actual hours worked over a consecutive 168 hours or 7 days (per FLSA) between these times, excluding Safety Shift Personnel.

For all non-exempt employees, including Safety Shift Personnel, only hours actually worked will be counted when calculating overtime pay. Approved paid leave shall not be considered as time worked for the purpose of computing the total number of hours worked in the work period. Overtime is calculated pursuant to federal law.

Per Resolution No. 22-096, any overtime pay provided to the Battalion Chiefs is a benefit provided pursuant to this resolution and is not required under the FLSA; and thus, the City will compensate Battalion Chiefs' overtime at a rate which will be one and one-half times the Battalion Chief's base hourly rate.

Regular hours worked each pay period will continue to be paid at a standard 112 hours and not based on the actual shift hours worked.

Extra hours actually worked in a pay period will be computed as overtime based on the standard 112 hours that are paid in each pay period for the Battalion Chief classification. An example is provided in Exhibit A to Resolution No. 22-096 for further illustration.

All overtime work is subject to pre-approval by the Fire Chief; and the Fire Chief may authorize overtime for shift work or emergency incidents beyond the Battalion Chiefs' regularly scheduled assignments.

Time spent in meetings and training outside the Battalion Chiefs' regularly scheduled assignments, as pre- approved by the Fire Chief, will be compensated at the overtime rate.

The Battalion Chiefs will no longer qualify for Executive Leave under Rule IV, Section 5 of the City's Personnel Rules and Regulations.

The Training Battalion Chief will continue to be eligible for Executive Leave under Rule IV, Section 5 of the City's Personnel Rules and Regulations for extra hours worked beyond their 9/80 work schedule and directly related to their primary assignments. However, if the Training Battalion Chief works beyond their primary assignment to cover as Battalion Chief over a suppression shift, or assist on incidents, the City will compensate such hours as overtime at a rate which will be one and one-half times the Battalion Chief’s base hourly rate based on a 56-hour workweek.

City of Victorville Fire Department Additional Compensation - Included in Memorandum of Understanding in effect May 17, 2022, through May 16, 2027.

Benefits Resolution No. 25-010 Mid-Year 24-25

ATTACHMENT B
Summary of Recommended Changes to Mid-Year
2024-2025 Employee Salary Schedule
Department Title Range

CITY MANAGER DEPARTMENT
ADDED: 1
1 OFFICE ASSISTANT 17
DELETED: 2
1 ASSISTANT TO THE CITY MANAGER 59
1 DEPUTY CITY MANAGER 74

BUILDING DEPARTMENT
ADDED: 1
1 ADMINISTRATIVE SECRETARY 29
DELETED: 1
1 SECRETARY 21

COMMUNITY SERVICES
ADDED: 1
1 MANAGEMENT TECHNICIAN 29

ENGINEERING
ADDED: 1
1 SURVEY TECHNICIAN 35
DELETED: 3
1 ASSISTANT CITY ENGINEER 59
1 ASSISTANT CITY SURVEYOR 41
1 TRAFFIC SIGNAL MAINTENANCE TECHNICIAN 28

FINANCE
ADDED: 1
1 FINANCE SUPERVISOR 40
DELETED: 1
1 BUYER 33

FIRE DEPARTMENT
DELETED: 1
1 EMS MANAGEMENT TECHNICIAN 29

HUMAN RESOURCES
ADDED: 2
1 SECRETARY 21
1 RISK AND EMERGENCY MANAGEMENT TECHNICIAN 29
DELETED: 3
1 OFFICE ASSISTANT 17
1 EMERGENCY MANAGEMENT COORDINATOR 45
1 RISK MANAGER 52

PLANNING DEPARTMENT
ADDED: 1
1 SENIOR PLANNER 52
DELETED: 2
1 ASSISTANT CITY PLANNER 59
1 HOUSING COORDINATOR 42

PUBLIC WORKS
ADDED: 1
1 MANAGEMENT SPECIALIST 35
DELETED: 1
1 MANAGEMENT TECHNICIAN 29
TITLE CHANGE: 1
1 ASSISTANT DIRECTOR OF PUBLIC WORKS AND WATER TO ASSISTANT DIRECTOR OF PUBLIC WORKS 59

PUBLIC WORKS-WATER
DELETED: 1
1 SCADA INSTRUMENTATION TECHNICIAN 31
TITLE CHANGE: 1
1 ASSISTANT DIRECTOR OF PUBLIC WORKS AND WATER TO ASSISTANT DIRECTOR OF WATER 59

SOUTHERN CALIFORNIA LOGISTICS AIRPORT
DELETED: 1
1 AIRPORT LEASING TECHNICIAN 29
9 ADDED POSITIONS
16 DELETED POSITIONS
2 TITLE CHANGES
(7)

NET ADDED/(DELETED) POSITIONS

CITY OF VICTORVILLE
SUMMARY OF RECOMMENDED CHANGES TO MID-YEAR 2024-2025 EMPLOYEE SALARY SCHEDULE Item Number: 17
City Council / Board of Directors
Written Communications
Meeting of: February 18, 2025
Submitted By:

Doug Mathews, Director of Public Works and Water

Subject:

Purchase of a Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System with 2024 E-Transit Cutaway and 16-Foot Studio Build-Out Recommendation:

That the Honorable City Council award Haaker Equipment Company, as the authorized distributor, the piggyback purchase of a Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System, which includes a 2024 Ford E-Transit Cutaway vehicle with a custom 16-foot studio build-out, for an amount not to exceed $504,912.18, under Sourcewell Contract #120721-EVS.

Fiscal Impact:

Funds for this expenditure have been appropriated in the Sanitary/Sewer Fund 425 as budgeted in the FY 2024/25 Capital Improvement Project (CIP) budget under account code 4250700-55045-70761. The amount, including delivery and training, is $504,912.18.

The budgeted amount for this project is $510,000.

Strategic Plan Goal:

Goal E – Invest in Infrastructure: Ensuring our community’s wellbeing and sustaining a healthy and livable community by investing in the necessary resources to maintain and improve the City’s infrastructure. The addition of the Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System will enhance our ability to efficiently inspect and manage the City’s sewer systems, to help ensure reliable sanitation infrastructure and reduce the likelihood of blockages and overflows.

Background:

Public Works staff are responsible for maintaining the City's sewer collection infrastructure, which includes routine operations and maintenance activities. This also involves detailed inspections and assessments to mitigate potential issues before they lead to blockages and overflows.
3 9
5 8
In accordance with the City’s Sewer System Management Plan (SSMP), regular inspections of the sewer collection system are required to identify and mitigate potential issues. The City manages approximately 437 miles of sewer mains, 121 miles of sewer laterals (31,225 connections), and 622 catch basins, drainage pipes, and parkway drains.

Advanced inspection equipment is crucial for assessing and monitoring these extensive systems, enabling rapid response to emerging issues and maintaining operational efficiency.

The Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System includes state-of-the-art technology for inspecting sewer pipes ranging from 4 to 35 inches in diameter. The equipment features:
•A high-resolution CCD color zoom camera with auto/manual focus and built-in LED lighting.
•A steerable crawler with six-wheel drive and advanced diagnostic tools. •A fully equipped operator studio for real-time data collection and analysis.

This equipment, included in the quoted price of $504,912.18, will be installed on a 2024 Ford E-Transit Cutaway vehicle with a custom 16-foot studio build-out, herein referred to as the Closed Circuit Television (CCTV) van.

Discussion:

The purchase of a second CCTV van is critical to supporting the City's growing infrastructure and increased demand as the population expands. The existing CCTV van has proven to be an invaluable tool for routine inspections and emergency response; however, it is currently the only unit in the fleet. If the existing van becomes inoperable, the City would have no backup unit available, potentially delaying necessary sewer inspections and maintenance.

Adding this new van ensures redundancy, allowing the City to maintain service levels even during equipment downtime. With two CCTV inspection vans, staff will be able to manage multiple locations simultaneously, improving efficiency and response times for both routine and emergency operations. This will help minimize service disruptions and ensure compliance with state-mandated inspections. The advanced diagnostic technology in the new van will enable quicker, more accurate data collection, expediting decision-making and maintenance processes.

Additionally, this new unit will be fully electric, with an expected lead time of approximately 6-8 months. This unit aligns with the City’s environmental commitments and regulatory requirements set by the California Air Resources Board (CARB). This unit is part of the Zero Emissions Vehicle (ZEV) Milestones Option (Milestone Group 1) to meet zero emissions vehicle targets as a percentage of their California fleets, which requires 25% of vehicles in this group to meet zero emissions standards by 2028, and 100% to be zero emission by 2035.

3 9
5 8
The City has already purchased a ZEV van for the Library, so this additional purchase will fulfill the requirements for the first step of Milestone Group 1 and count towards the overall requirements of the Fleet ZEV Milestones Option requirements. Fleet and Public Works staff also visited the City of San Jacinto to see a similarly equipped ZEV CCTV van.

During this visit, they were able to evaluate the overall performance and maintenance of the equipment and speak with the operators and mechanics, confirming that the vehicle configuration staff is considering meets our operational and maintenance requirements.

Per the City’s Municipal Code § 2.28.120, Purchasing of Supplies and Equipment through Cooperative Purchasing Agreements, the City may utilize various cooperative purchasing programs to take advantage of volume pricing through Sourcewell. Sourcewell is a public agency that serves as a member-focused cooperative and offers a multitude of cooperatively contracted specialized products and equipment to government entities that cannot be procured from local dealers.

Sourewell’s cooperative contract purchasing leverages the national purchasing power of more than 50,000 member agencies, while also streamlining the required procurement process. As a municipal national contracting agency, Sourcewell establishes and provides nationally leveraged and competitively solicited purchasing contracts under the guidance of the Uniform Municipal Contracting Law. Joint Power law enables members to legally purchase through awarded contracts.

Sourcewell offers its members contract purchasing solutions that are leveraged nationally to enable contracted suppliers and member agencies to work smarter and more efficiently as they do business with each other. Sourcewell does this by establishing a business service alliance between member buyers and contracted suppliers, ensuring a valued and successful national cooperative contract program. The City has utilized the Sourcewell program over the last several years and is extremely satisfied with the results.

The piggyback purchase under the Sourcewell contract fulfills the City’s legal obligations for competitive bidding requirements, thus providing significant savings. Public Works staff, Fleet Maintenance Division, reviewed the specification requirements and quote submitted, and have confirmed that the quote from Haaker Equipment Company meets or exceeds the minimum specification requirements.

Accordingly, staff recommends that the City Council approve the award to Haaker Equipment Company for the piggyback purchase of a Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System, including the 2024 Ford E-Transit Cutaway vehicle, in the amount of $504,912.18.

Staff remains available for any questions the City Council may have.

Attachments: A. Quote from Haaker Equipment Company
B. Sourcewell/NJPA Certificate of Membership
C. Memo & Resolution - NJPA Name Change to Sourcewell
D. Sourcewell Contract #120721-EVS

ATTACHMENT A
Quote from Haaker Equipment Company

2070 North White Avenue, La Verne, California 91750
Cell: (909) 736-7086 ~ Office (909) 598-2706 ~ haaker.com

January 9, 2025
Sparky Kale
City, Victorville
14200 Palmdale Road
Victorville, CA 92393

Sourcewell Proposal – Rovver X/RXSAT 2.0 Main Line and Lateral Launch Inspection System on 2024 E-Transit Cutaway with 16’ Studio Build Out.

Dear Sparky:

Thank you for your interest in the RovverX/RXSAT 2.0 main line and lateral launch inspection system with capabilities to inspect from 6” to 35” pipes. I am pleased to submit the following proposal for your consideration and approval Based on the Sourcewell Cooperative Purchasing Agreement- 120721-EVS. Price includes RovverX/RXSAT 2.0 equipment, studio build out, 2023 E450 Van and associated hardware.

List Sourcewell
Professional ROVVER X Long Range System with 1650’ reel: Includes RCX90 camera (high- resolution CCD color zoom camera with 10x optical and 12x digital zoom, auto shutter, auto/manual focus, built- in LED lighting, +/-135 degree tilt, endless rotation, pressure sensor, and twin laser diodes for measuring feature width); ROVVER RX130 crawler (steerable with twin high-performance motors and 6-wheel drive, anodized aluminum/stainless steel chassis with pressure indicator, inclination and tilt sensors, location transmitter, rear viewing video camera, integrated camera lift); Quick Change wheels (6 small rubber, 4 medium rubber, 4 large rubber wheels, 2 climbing wheels); DCX5000 control pendant to operate crawler, reel and camera); RAX500 automatic motorized cable reel (with meter counter, splash-proof rating, 1650' orange transmission cable); power supply for 115/230V; wireless remote control; 25' extension cable with emergency power switch. Includes ROVVERX CCUI/Control module for reports. Includes office RovverX CCUI/controller. RXSAT 2.0 Lateral Launch System: Includes RXSAT140 II QCD Crawler with 8 small rubber wheels installed, standard accessories and transport case, RAXSAT 300 Cable Reel with 300M (1000’) Orange Cable and 45M (147’) of red push cable and cable for SAT Reel to Mainline Reel, PTP50 Camera, AC40 Camera. 4 medium rubber $262,150.00 $249,042.50

wheels. Double Cable Roller for SAT, Guide pipe adapter DN75 with set of 4 guide pipes DN200-DN800.

Operator Studio: solid bulkhead wall with sliding smoked-glass window, Formica desk with wall outlet above and below, cork board wall above desk surface, overhead recessed LED lighting , 43” four up desk-mount monitor, high-back operator chair, carpeted walls and ceiling, black treaded rubber floor, safety light switches in truck cab, thru-wall rack-mount storage, wall file, video distribution booster, battery-operated carbon monoxide detector, rackmount UPS device, USB charger/12V receptacle combo, and under desk keyboard tray. $72,578.10 $72,578.10
Equipment Bay Stainless steel work surface, built-in heavy-duty storage/tool chest, slide- out crawler tray under reel, rear facing 19” Tru-Vu monitor, full height storage cabinet behind crawler drawer, wash-down system (on-demand pump, lighted switch, 18 gallon tank with exterior fill, 25’ retractable hose reel), sink for wash-down, Ceiling LED light, gray FRP over plywood on walls and ceiling, aluminum storage shelf and caddy with trash can, wheel and drawer, rubber glove dispenser, black treaded rubber floor, corner mounted spotlights, and tool package.

Exterior: rear barn doors with latches/locks, side door with step well, custom Envirosight mud flaps, tie-off clamp on rear bumper, door latches to secure them in place when open, back-up camera, back-up alarm, rear LED arrow board, front roof-mounted LED strobe, 4 corner mounted LED strobes.

Miscellaneous Hardware: Top Manhole roller, invert roller, tool kit, crawler lowering tool, regulator, air valve, and two (2) CO2 Canisters, for replacing air into camera, crawler, and accessories. hand sanitizer, waterless soap, paper towels, rubber gloves, first aid kit, fire extinguisher, rain-x, simple green, dry-erase board, safety package, traffic cones $4,482.87 $4,482.87
2024 Ford E-Transit Cutaway. T350 RWD SRW 178” WB 9500 GVWR $97,010.00 $97,010.00 Rack Mount Computer for Software $3,336.79 $3,177.89

5.5 Gas Generator with aluminum enclosure $6,099.00 $5,794.05 Solar Pannels For RVX Battery System. $5,637.45 $5,637.45 Elevator Lift; Allows you to raise/lower the camera system electronically. $18,960.40 $18,012.48 Sub Total: $470,254.61 $455.735.34
Sales Tax 8.75% (Victorville, CA): $41,147.28 $39,876.84 Freight: $6,000.00 $6,000.00
Factory Equipment Training; $3,300.00 $3,300.00 Total Price: $520,701.89 $504,912.18
Price quoted includes all inbound shipping charges to CA and (2) days of training. Price is good for 60 Days

Sparky, thank you again for the opportunity and I will be looking forward to working for you on the purchase of this equipment and I will also be looking forward to your favorable consideration.

Respectfully Yours
Jorge (George) Lopez
Note: Image shown is of the base model 2024 E-Transit Cutaway. The final vehicle will be customized with a 16' studio build-out.

ATTACHMENT B
Sourcewell/NJPA Certificate of Membership

ATTACHMENT C
Memo & Resolution – NJPA Name Change to Sourcewell

ATTACHMENT D
Sourcewell Contract #120721-EVS
120721-EVS

Rev. 3/2021 1

Solicitation Number: RFP #120721

CONTRACT

This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Envirosight LLC, 111 Canfield Ave., Building C, Randolph, NJ 07869 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Underground Infrastructure Inspection and Rehabilitation Equipment with Related Services from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT

A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires January 17, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 






 





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Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 






 





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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 






 





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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 






 





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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:








 





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x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 






 





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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.







 





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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 






 





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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.








 





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14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 






 





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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 






 





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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 






 





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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.








 





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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 






 





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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 






 





120721-EVS

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 






 





120721-EVS

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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.








 





120721-EVS

Rev. 3/2021 18

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Envirosight, LLC

By: __________________________ By: __________________________ Jeremy Schwartz Mike Dahlmann, President
Best Equipment Company, Inc.

Title: Chief Procurement Officer Title: Authorized Contract Administrator

Date: ________________________

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________








 


























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Bid Number: RFP 120721 Vendor Name: Best Equipment Company, Inc. 






 





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Item Number: 18
City Council / Board of Directors
Written Communications
Meeting of: February 18, 2025
Submitted By:

Doug Mathews, Director of Public Works and Water

Subject:

Purchase of New Fleet Vehicles and Equipment for Fiscal Year 2025 Under Project JM25- 041 (32 Vehicles)
Recommendation:

That the Honorable City Council, also sitting as the Southern California Logistics Airport Authority (“SCLAA”) and Victorville Water District Board of Directors:
(1) Approve the purchase of 23 vehicles from Ken Grody Ford for an amount not to exceed $1,400,277.01.
(2) Approve the procurement of the remaining nine (9) vehicles through several procurement methods such as cooperative purchasing programs, lead agency piggyback programs, and availability of suitable dealer lot inventory, with a 10% contingency due to market volatility, bringing the total budget for these vehicles to $1,037,300.
(3) Authorize the City Manager/Executive Director/General Manager to execute any and all documents necessary for such purchases.

Fiscal Impact:

All requested vehicles, specialty vehicles, and equipment purchases have been budgeted in the Fiscal Year 2024/25 approved budget in the amount of $2,799,500.

The cost of the 23 vehicles purchased from Ken Grody Ford is $1,400,277.01. The remaining nine (9) vehicles are budgeted at $943,000 with the 10% contingency of $94,300, resulting in an adjusted total of $1,037,300. The 10% contingency is requested for the procurement of these nine (9) vehicles due to market volatility caused by limited inventory nationwide. As a result, the total fiscal impact of this approval is $2,437,577.01.

At this time, no additional appropriation is required as all expenditures remain within the allocated budget of $2,799,500.

The following table provides specific allocations of funds by department:
4 0
0 0
Requesting
Department
Number
of Fleet
Vehicles
Budgeted
Number of
Specialty
Vehicles/
Equipment
Budgeted
Vehicle
and
Equipment
Budgeted
Amount
Account Code(s)
Airport 2 4 $455,000 4500125-55045-96139
4500125-55045-95140
4500125-55045-95141
Code 1 0 $120,000 1005020-55045-45023
Community
Services
3 5 $590,000 1056050-55045-81062
1056000-55040-81064
City
Managers
1 0 $50,000 4100030E-55045-89042
4120710E-55045-89042
4202076E-55045-89042
4500301E-55045-89042
4520145E-55045-89042
1001230-55045-89042
Engineering 0 1 $215,000 2505008-55045-60149
Public Works 5 2 $562,000 1054201-55045-74501
1054201-55045-70764
2025060-55040-70765
2205001-55040-70765
4250700-55045-70765
4260400-55040-70765
2025060-55045-70750
2205001-55045-70750
4250700-55045-70750
4260400-55040-70750
1055030-55040-70753
2205001-55045-70759
2205001-55045-70754
Water 2 5 $685,000 4100030-55045-74519
4100030-55045-74517
4100500-55045-74523
4100500-55045-74526
4100500-55045-74528
4100500-55040-74541
4100505-55045-74518
4100505-55045-74501
Fire 1 0 $122,500 1052010-55045-96129
TOTAL 15 17 $2,799,500
Strategic Plan Goal:

The fleet vehicles, specialty vehicles, and equipment purchases align with Goals B and E of the 2023-2026 Victorville Strategic Plan:

Goal B: Public Safety – Implement public safety strategies to support a thriving and growing community. Some of the vehicles, specialty vehicles, and equipment will be 4 0
0 0
utilized by staff in the Fire and Code Compliance Departments, allowing for reliable new vehicles and equipment to proactively support public safety functions for the community and to maintain and enhance service levels.

Goal E: Invest in Infrastructure – Create a healthy and livable community by maintaining the City’s assets through investment in infrastructure and innovations. Many of the vehicles, specialty vehicles, and equipment will be utilized by departments responsible for maintaining the City’s infrastructure such as our parks, roadways, facilities, and water systems. The use of new, reliable vehicles and equipment will provide staff with the necessary resources to ensure the City’s infrastructure is well maintained for many years to come.

Background:

In compliance with Victorville Municipal Code (VMC) 2.28.100, the City’s Fleet and Purchasing Divisions initiated the procurement process for 32 new vehicles and equipment for Fiscal Year 2025. The request for bid (RFB) was mailed on October 8, 2024, advertised on October 9, 2024, in the San Bernardino Sun, and in the Daily Press on October 16, 2024, and posted on the City’s website on October 9, 2024. Purchasing staff hand-delivered the bid package to local dealers on October 9, 2024, and obtained signed acknowledgements of receipt (Attachment F).

Four bid proposals were received from the following vendors:
•Ken Grody Ford – Redlands, CA (Attachment B)
•Fritts Ford – Riverside, CA (Attachment C)
•Victorville Chevrolet – Victorville, CA (Attachment D) •Victorville Motors* – Victorville, CA
*Victorville Motors failed to submit the required product specification documents and submission forms, making their bid non-responsive and ineligible for consideration.

After a comprehensive evaluation, Ken Grody Ford was identified as the best value bidder, due to competitive pricing and significantly shorter lead times. Ken Grody Ford originally submitted a bid for 28 of the 32 vehicles. However, on January 28, 2025, the vendor notified staff that five of these vehicles were no longer available due to inventory constraints. The unavailable vehicles consist of one 10-foot Combo Bed Truck designated for Public Works and four utility trucks intended for the Water Department.

Per bid requirements, pricing was to remain firm for 60 days following the December 5, 2024, bid opening (through February 3, 2025). However, due to the vendor’s limited availability and staff time required to evaluate and vet the bids and specifications for each vehicle/equipment submitted in each bid, staff was unable to bring this item to Council sooner. Ken Grody Ford has assured staff that the remaining 23 vehicles included in their bid will be honored at the bid prices. Given the significantly longer lead times of other bidders, rebidding the unavailable vehicles would result in further delays. 4 0
0 0
Discussion:

The City relies heavily on its fleet vehicles and equipment to provide essential services across multiple departments. Aging vehicles present higher maintenance costs and downtime, which can negatively impact service delivery. The timely replacement of these vehicles will result in improved operational efficiency, reduced maintenance expenses, and enhanced public safety. These vehicles support a wide range of operations, including public safety, infrastructure maintenance, and community services.

Pursuant to Victorville Municipal Code (VMC) 2.28.040, vendor selection is based not only on price, but also on factors such as compliance with bid specifications, delivery timelines, and the City’s operational needs. The selection process prioritized cost- effectiveness, operational efficiency, and service continuity, ensuring that procurement decisions align with the City’s financial responsibility and operational goals.

While some vendors submitted lower bids, their extended lead times posed potential delays that would negatively impact City operations. As stated on Page 86 of the Bid Proposal Form, the City reserves the right to award a contract to a bidder other than the lowest monetary bidder if it is determined to be in the best interest of the City, which aligns with VMC 2.28.040 (Attachment G). The bid proposal form serves as a notice to bidders, reinforcing the City's authority under VMC to make best value determinations based on multiple evaluation factors beyond pricing.

Given these considerations, staff recommends awarding the purchase of 23 vehicles to Ken Grody Ford. Staff is also requesting authorization for the procurement of the remaining nine vehicles through cooperative purchasing programs, lead agency piggyback programs, and/or available dealer inventory. These include the five vehicles that Ken Grody Ford initially bid on but later could not supply, as well as four additional vehicles not included in their bid but for which lead times were deemed too long by other bidders. This approach minimizes procurement delays while ensuring that critical fleet replacements remain on schedule.

The City leverages cooperative purchasing programs to take advantage of volume pricing and expedite the procurement process. According to Victorville Municipal Code (VMC)

2.28.120, cooperative purchasing arrangements enable the City Manager to procure supplies and equipment without standard bidding requirements, provided purchases are made through agreements with governmental agencies that follow competitive procurement processes at least as restrictive as the City’s. The City’s Purchasing Division has verified that cooperative purchasing arrangements meet the City's competitive bid standards, ensuring reasonable competition.

The State of California Contract, managed by the Department of General Services, meets these criteria and allows the City to secure vehicles at competitive rates. The City also utilizes purchasing programs such as the California Multiple Award Schedules (CMAS) along with Sourcewell, Omnia Partners, and HGAC to obtain competitive pricing and minimize lead times.
4 0
0 0
Additionally, cooperative purchasing programs provide access to a broad range of vehicles and equipment that may not be readily available from local dealers. This approach ensures the City can procure necessary resources efficiently. Staff will perform due diligence and cost analyses to ensure fiscal responsibility and cost-effective purchases.

Recommendation for Award of Vehicle Purchases to Ken Grody (23 Vehicles Total)
Department: Airport
Vehicle /
Equipment
Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
3/4 TON
TRUCK

W/UTILITY
BOX
$93,358.18
180-210
days
$73,539.39
4 weeks
No Bid $75,000 Lower cost and
shorter lead time
3/4 TON
TRUCK

W/UTILITY
BOX
$93,358.18
180-210
days
$73,539.39
4 weeks
No Bid $75,000 Lower cost and
shorter lead time
3/4 TON
TRUCK

W/UTILITY
BOX
$93,358.18
180-210
days
$73,539.39
4 weeks
No Bid $75,000 Lower cost and
shorter lead time
Ford
Explorer
$50,169.00
120 days
$52,424.58
2 weeks
No Bid $65,000 Shorter lead time
Ford
Explorer
$50,169.00
120 days
$52,424.58
2 weeks
No Bid $65,000 Shorter lead time
Total $380,412.54 $325,467.33 $355,000
Department: City Manager
Vehicle /
Equipment
Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
Midsize SUV $47,995.06
120 days
$45,078.51
2 weeks
No Bid $50,000 Lower cost and
shorter lead time
Total $47,995.06 $45,078.51 $50,000
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0 0
Department: Engineering
Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
F550 Sign
Truck
*This purchase
includes only the
cab and chassis.

Procurement for
the specialty body
will be conducted
separately
$75,088.19
120-150
days
$66,420.20
2 weeks
No Bid $215,000 Lower cost and
shorter lead time
Total $75,088.19 $66,420.20 $215,000
Department: Public Works
Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
4x4 Ram
2500
$73,730.75
120 days
$67,759.33
4 weeks
No Bid $87,000 Lower cost and
shorter lead time
4x4 Ram
2500
$73,730.75
120 days
$67,759.33
4 weeks
No Bid $87,000 Lower cost and
shorter lead time
Explorer $50,333.19
120-150
days
$52,424.58
2 weeks
No Bid $60,000 Shorter lead time
Midsize SUV $48,158.19
120-150
days
$45,078.51
2 weeks
No Bid $60,000 Lower cost and
shorter lead time
F150 $58,960.56
120-150
days
$57,128.39
3 weeks
No Bid $60,000 Lower cost and
shorter lead time
Total $304,913.44 $290,150.14 $354,000
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0 0
Department: Community Services
Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
Chevy
Colorado
No Bid $37,715.64
2 weeks
$39,741.32
20 weeks
$55,000 Lower cost and
shorter lead time
Chevy
Colorado
No Bid $37,715.64
2 weeks
$39,741.32
20 weeks
$55,000 Lower cost and
shorter lead time
Chevy
Colorado
No Bid $37,715.64
2 weeks
$39,741.32
20 weeks
$55,000 Lower cost and
shorter lead time
2500 Utility
Truck
$74,465.05
180-210
days
$68,069.26
6 weeks
No Bid $85,000 Lower cost and
shorter lead time
2500 Utility
Truck
$74,465.05
180-210
days
$68,069.26
6 weeks
No Bid $85,000 Lower cost and
shorter lead time
2500 Utility
Truck
$74,465.05
180-210
days
$68,069.26
6 weeks
No Bid $85,000 Lower cost and
shorter lead time
2500 Utility
Truck
$74,465.05
180-210
days
$68,069.26
6 weeks
No Bid $85,000 Lower cost and
shorter lead time
2500 Utility
Truck
$74,465.05
180-210
days
$68,069.26
6 weeks
No Bid $85,000 Lower cost and
shorter lead time
Total $372,325.25 $453,493.22 $119,223.96 $590,000
Department: Fire
Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
Ford
Expedition
$73,891.94
150 days
$79,582.45
2 weeks
No Bid $122,500 Shorter lead time
Total $73,891.94 $79,582.45 No Bid $122,500
4 0
0 0
Department: Water
Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification for
Selecting Ken
Grody
Midsize SUV $50,333.19 $52,424.58 No Bid $70,000 Shorter lead time 2500 Utility
Truck
$103,082.61
180-210
days
$87,660.58
30 days
No Bid $100,000 Lower cost and
shorter lead time
Total $153,415.80 $140,085.16 No Bid $170,000
Recommendation for Alternative Vehicle Procurement
(9 Vehicles Total)
Dept. Vehicle Fritts Ford
Bid / Lead
Time
Ken Grody
Bid / Lead
Time
Victorville
Chevrolet
Bid / Lead
Time
Amount
Budgeted
Justification
for
Alternative
Procurement
Airport 1 Ton
Diesel
Truck
$92,840
180-210
days
$102,128.26
4 weeks
No Bid $100,000 Bid
specification
discrepancies
Code Truck
W/Capture
Box
No Bid No Bid No Bid $120,000 No bids
received
Water Midsize
SUV
$48,158.19
120-150
days
No Bid No Bid $65,000 Long lead time
Public
Works
¾ Ton Srvc
Truck w/UT
Body
Crane
$91,650.81
180-210
days
$92,381.37
30 days
No Bid $100,000 Bid
specification
discrepancies
Public
Works
10’ Combo
Bed
$107,774.09
180-210
days
$89,596.83
30 days
No Bid $108,000 Ken Grody
placed a bid;
however, they
no longer have
this vehicle.

Fritts’ lead time
is too long
Water 2500 Utility
Truck with
lift gate
$109,320.51
180-210
days
$97,991.83
60 days
No Bid $110,000 Ken Grody
placed a bid;
however, they
no longer have
this vehicle.

Fritts’ lead time
is too long
4 0
0 0
Water F450
KUVcc
No Bid $105,185.05
135 days
No Bid $120,000 Ken Grody
placed a bid;
however, they
no longer have
this vehicle.

Fritts’ lead time
is too long
Water F450
KUVcc
No Bid $105,185.05
135 days
No Bid $120,000 Ken Grody
placed a bid;
however, they
no longer have
this vehicle.

Fritts’ lead time
is too long
Water 2500 Utility
Truck
$103,082.61
180-210
days
$87,660.58
30 days
No Bid $100,000 Ken Grody
placed a bid;
however, they
no longer have
this vehicle.

Fritts’ lead time
is too long
The timely acquisition of these vehicles and equipment is essential to maintaining the City’s operational efficiency and service delivery. Approval of this purchase will enable departments to continue providing critical services without disruption and avoid increased maintenance costs associated with aging fleet assets.

Staff recommends that the Honorable City Council, also sitting as the Southern California Logistics Airport Authority (“SCLAA”) and Victorville Water District Board of Directors approve the purchase of 23 fleet vehicles from Ken Grody Ford and the procurement of the remaining nine (9) vehicles through cooperative purchasing and dealer available inventory.

Staff remains available for any questions the City Council or governing board may have.

Attachments: A. Vehicle and Equipment Spreadsheet Results B. Ken Grody Bid Proposal
C. Fritts Ford Bid Proposal
D. Victorville Chevrolet Bid Proposal
E. Pictures of Vehicles/ Equipment
F. Local Dealers Acknowledgement
G. VMC 2.28.040

ATTACHMENT A
Vehicle and Equipment Spreadsheet Results
Vehicle
Number

FRITTS FORD TOTAL BID
PRICE

DELIVERY

ETA NOTE KEN GORDY FORD TOTAL BID PRICE DELIVERY ETA NOTE VV CHEVY TOTAL BID PRICE DELIVERY ETA Airport 1 TON DIESEL
TRUCK
4500125-55045-91639 $100,000.00 1 82,491.00$ 92,840.00$ 180-210 DAYS 102,128.26$ 102,128.26$ 4 WEEKS *F450 W/11' UTILITY.

SPECS.- F350 W 8' UTILITY-
Exceeds Budget NO BID -$
Airport
3/4 TON TRUCK

W/UTILITY BOX
4500125-55045-95140 $75,000.00 2 69,025.00$ 93,358.18$ 180-210 DAYS
TAX + REG. EXCEEDS
BUDGET 73,539.39$ 73,539.39$ 4 WEEKS NO BID -$ Airport 3/4 TON TRUCK

W/UTILITY BOX
4500125-55045-95140 $75,000.00 2 69,025.00$ 93,358.18$ 180-210 DAYS
TAX + REG. EXCEEDS
BUDGET
73,539.39$ 73,539.39$ 4 WEEKS NO BID -$ Airport 3/4 TON TRUCK

W/UTILITY BOX
4500125-55045-95140 $75,000.00 2 69,025.00$ 93,358.18$ 180-210 DAYS
TAX + REG. EXCEEDS
BUDGET 73,539.39$ 73,539.39$ 4 WEEKS NO BID -$ Airport FORD EXPLORER 4500125-55045-95141 $65,000.00 3 43,695.00$ 50,169.00$ 120 DAYS 52,424.58$ 52,424.58$ 2 WEEKS NO BID -$ Airport FORD EXPLORER 4500125-55045-95141 $65,000.00 3 43,695.00$ 50,169.00$ 120 DAYS 52,424.58$ 52,424.58$ 2 WEEKS NO BID -$ Code TRUCK W/CAPTURE
BOX
1005020-55045-45023 $120,000.00 4 NO BID -$ NO BID -$ NO BID -$ Community Services LIGHT DUTY TRUCK 1056050-55045-81062 $55,000.00 5 NO BID -$ 37,715.64$ 37,715.64$ 2 WEEKS RANGER 39,741.32$ 20 WEEKS Community Services LIGHT DUTY TRUCK 1056050-55045-81062 $55,000.00 5 NO BID -$ 37,715.64$ 37,715.64$ 2 WEEKS RANGER 39,741.32$ 20 WEEKS Community Services LIGHT DUTY TRUCK 1056050-55045-81062 $55,000.00 5 NO BID -$ 37,715.64$ 37,715.64$ 2 WEEKS RANGER 39,741.32$ 20 WEEKS City Managers MIDSIZE SUV
4100030E-55045-89042,
4120710E-55045-89042,
4202076E-55045-89042,
4500301E-55045-89042,
4520145E-55045-89042,
1001230-55045-89402
$50,000.00 6 41,695.00$ 47,995.06$ 120 DAYS 45,078.51$ 45,078.51$ 2 WEEKS NO BID -$
Engineering F550 SIGN TRK 2505008-55045-60149 $215,000.00 7 63,875.00$ 75,088.19$ 120-150 DAYS 66,420.20$ 66,420.20$ 2 WEEKS NO BID -$ Public Works 4X4 2500 PICKUP
TRUCK
1054201-55045-74501 $87,000.00 8 64,915.00$ 73,730.75$ 120 DAYS

EMERGENCY

LIGHTING NOT IN

QUOTE, CREW CAB
67,759.33$ 67,759.33$ 4 WEEKS NO BID -$
Public Works 4X4 2500 PICKUP
TRUCK
1054201-55045-70764 $87,000.00 8 64,915.00$ 73,730.75$ 120 DAYS

EMERGENCY

LIGHTING NOT IN

QUOTE, CREW CAB
67,759.33$ 67,759.33$ 4 WEEKS NO BID -$
FIRE FORD EXPEDITION 1052010-55045-96129 $122,500.00 9 69,795.00$ 73,891.94$ 150 DAYS 79,582.45$ 79,582.45$ 2 WEEKS NO BID -$ Community Services 2500 UTILITY TRUCK 1056000-55040-81064 $85,000.00 10 64,577.00$ 74,465.05$ 180-210 DAYS 68,069.26$ 68,069.26$ 6 WEEKS NO BID -$ Community Services 2500 UTILITY TRUCK 1056000-55040-81064 $85,000.00 10 64,577.00$ 74,465.05$ 180-210 DAYS
68,069.26$ 68,069.26$ 6 WEEKS NO BID -$ Community Services 2500 UTILITY TRUCK 1056000-55040-81064 $85,000.00 10 64,577.00$ 74,465.05$ 180-210 DAYS 68,069.26$ 68,069.26$ 6 WEEKS NO BID -$ Community Services 2500 UTILITY TRUCK 1056000-55040-81064 $85,000.00 10 64,577.00$ 74,465.05$ 180-210 DAYS 68,069.26$ 68,069.26$ 6 WEEKS NO BID -$ Community Services 2500 UTILITY TRUCK
1056000-55040-81064 $85,000.00 10 64,577.00$ 74,465.05$ 180-210 DAYS 68,069.26$ 68,069.26$ 6 WEEKS NO BID -$ Public Works MIDSIZE SUV
2025060-55040-70765,
2205001-55040-70765,
4250700-55040-70765,
4260400-55040-70765
$60,000.00 11 41,495.00$ 48,158.19$ 120-150 DAYS 45,078.51$ 45,078.51$ 2 WEEKS only one available NO BID -$
FY 24-25 Fleet Vehicles/Equipment
Vehicle
Number

FRITTS FORD TOTAL BID
PRICE

DELIVERY
ETA NOTE KEN GORDY FORD TOTAL BID PRICE DELIVERY ETA NOTE VV CHEVY TOTAL BID PRICE DELIVERY ETAFY 24-25 Fleet Vehicles/Equipment Water MIDSIZE SUV 4100030-55045-74519 $65,000.00 11 41,495.00$ 48,158.19$ 120-150 DAYS -$ -$ 2 WEEKS NO BID -$ Public Works EXPLORER
2025060-55045-70750,
2205001-55045-70750,
4250700-55045-70750,
4260400-55040-70750
$60,000.00 12 43,495.00$ 50,333.19$ 120-150 DAYS 52,424.58$ 52,424.58$ 2 WEEKS PRICE ERROR- LABELED QTY.(2) PRICE /EA?
NO BID -$
Water MIDSIZE SUV
4100030-55045-74517 $70,000.00 12 43,495.00$ 50,333.19$ 120-150 DAYS
-$ 52,424.58$ 2 WEEKS PRICE ERROR- LABELED QTY.(2) PRICE /EA?
NO BID -$
Public Works
3/4 TON SRVC

TRUCK W/ UT BODY
& CRANE
1055030-55040-70753 $100,000.00 13 80,570.00$ 91,650.81$ 180-210 DAYS 92,381.37$ 92,381.37$ 30 DAYS Bid specification
discrepancies
NO BID -$
Public Works 10' COMBO BED 2205001-55045-70759 $108,000.00 14 95,196.00$ 107,774.09$ 180-210 DAYS 89,596.83$ 89,596.83$ 120 DAYS Ken Grody placed a bid;
however, they no longer
have this vehicle. NO BID -$
Public Works F150 2205001-55045-70754 $60,000.00 15 52,755.00$ 58,960.56$ 120-150 DAYS

TONEAU COVER AND

EMERGENCY LIGHTS

NOT IN QUOTE
57,128.39$ 57,128.39$ 3 WEEKS *3.5L ECOBOOST, SPECS.- 5.0L
NO BID -$
Water 2500 UTILITY TRUCK
4100500-55045-74523 $100,000.00 16 90,277.00$ 103,082.61$ 180-210 DAYS 87,660.58$ 87,660.58$ 30DAY Ken Grody placed a bid;
however, they no longer
have this vehicle. NO BID -$
Water 2500 UTILITY TRUCK 4100500-55045-74526 $100,000.00 16 90,277.00$ 103,082.61$ 180-210 DAYS 87,660.58$ 87,660.58$ 30DAY Ken Grody placed a bid;
however, they no longer
have this vehicle.

NO BID -$
Water 2500 UTILITY TRUCK

W/ LIFTGATE
4100500-55045-74528,
4100500-55040-74541 $110,000.00 17 96,708.00$ 109,320.51$ 180-210 DAYS F350 97,991.83$ 97,991.83$ 60 DAYS Ken Grody placed a bid;
however, they no longer
have this vehicle.

NO BID -$
Water F450 KUVcc 4100505-55045-74518 $120,000.00 18 NO BID -$ 105,185.05$ 105,185.05$ 135 DAYS Ken Grody placed a bid;
however, they no longer
have this vehicle. NO BID -$
Water F450 KUVcc 410050-55045-74501 $120,000.00 18 NO BID -$ 105,185.05$ 105,185.05$ 136 DAYS Ken Grody placed a bid;
however, they no longer
have this vehicle.

NO BID -$
Total $2,799,500.00
Vehicles Requested for Alternative Procurement

ATTACHMENT B
Ken Grody Bid Proposal

ATTACHMENT C
Fritts Ford Bid Proposal

ATTACHMENT D
Victorville Chevrolet Bid Proposal

Bid Proposal
Victorville Chevy Fleet & Commercial Date: 12/05/24
Jimmey Dailey--The Fleet Guy in the Hawaiian Shirt Bid # CIP-25 CF16 Truck #5 To: John Mediola Ship to:

City of Victorville
14343 Civic Dr
Public Works Lot
14177 McArt Rd
Victorville, CA 92392
(760) 955-5079
Victorville, CA 92392
Salesperson Job Vehicle #
Truck #5
Expires on: Delivery Date Payment Terms Due Date
Line Total
J Dailey CIP-25 CF16 pending CoD
2025 Colorado Work Truck per bid / exceptions listed
Qty Item # Description Unit Price Discount

3.00 Purchase Price including
60 month/100,000 mile gm ext warranty
doc fee
$ 36,681.30 $ 110,043.90

3.00 5.00

1.00 1.00

85.00 33.00
255.00

99.00e-plate
CA tire tax @ $1.75 per tire

8.75% Sales tax

8.75 26.25
2,933.27
39,741.32
8,799.79
Price per unit
exception:

Carpeted floor with all-weeather liners
Total for 3 units $ 119,223.94
Victorville Chevrolet / Cadillac
15425 Dos Palmas Victorville, Ca 92392
Your business IS our business!

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT (Generic image, ordered
unit will be white)

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Victorville Chevrolet
Prepared By:

Jim Dailey
Victorville Chevrolet
7609558200
[email protected]
(760) 954-7202
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 2

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Selected Model and Options
MODEL

CODE MODEL
14C43 2025 Chevrolet Colorado 2WD Crew Cab WT
COLORS

CODE DESCRIPTION
GAZ Summit White

EMISSIONS

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT
YF5 Emissions, California state requirements 0.00 lbs 0.00 lbs ENGINE
CODE
L3B

DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsEngine, TurboMax (310 hp [231 kW] @ 5600 rpm, 430 lb-ft of torque [583 Nm] @ 3000 rpm) (STD)

TRANSMISSION

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsMFC Transmission, 8-speed automatic (STD) AXLE
CODE
GU6

DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsRear axle, 3.42 ratio

PREFERRED EQUIPMENT GROUP

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbs2WT Work Truck Preferred Equipment Group includes standard equipment WHEELS

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsRD6 Wheels, 17" X 8.0" (43.2 cm x 20.3 cm), Ultra Silver Metallic steel (STD) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 3

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) TIRES

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT
QHR Tires, 255/65R17 all-season, blackwall (STD) 0.00 lbs 0.00 lbs PAINT

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsGAZ Summit White

SEAT TYPE

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsA50 Seats, front bucket (STD)

SEAT TRIM

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbsH1T Jet Black, Cloth seat trim
RADIO
CODE
URL

DESCRIPTION FRONT WEIGHT REAR WEIGHT

0.00 lbs 0.00 lbs11.3" diagonal advanced color LCD display with Google built-In compatibility including navigation capability, connected apps, personalized profiles for each driver's settings, Natural Voice Recognition and Phone Integration for Wireless Apple CarPlay/Wireless Android Auto for compatible phones (STD) (Terms and limitations apply.)

ADDITIONAL EQUIPMENT - EXTERIOR

CODE DESCRIPTION FRONT WEIGHT REAR WEIGHT
VK3 License plate kit, front (will be shipped to orders with ship-to states that require front license plate)

0.00 lbs 0.00 lbs
Options Total 0.00 lbs 0.00 lbs
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 4

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Standard Equipment
Package
Safety Package includes (UKI) Blind Zone Steering Assist, (UFB) Rear Cross Traffic Braking and (UD7) Rear Park Assist (With (ZL6) Advanced Trailering Package, includes (UKW) Blind Zone Steering Assist with Trailering that replaces (UKI) Blind Zone Steering Assist.)
Chevy Safety Assist includes (UHY) Automatic Emergency Braking, (UKT) Front Pedestrian and Bicyclist Braking, (UHX) Lane Keep Assist with Lane Departure Warning, (UE4) Following Distance Indicator - (Requires a future software update), (UEU) Forward Collision Alert and (TQ5) IntelliBeam Mechanical
Engine, TurboMax (310 hp [231 kW] @ 5600 rpm, 430 lb-ft of torque [583 Nm] @ 3000 rpm) (STD) Transmission, 8-speed automatic (STD)
Rear axle, 3.42 ratio
Engine control, stop/start system disable button
Engine air filtration monitor
Push Button Start
Automatic Stop/Start
Rear wheel drive
Battery, AGM, 800 cold-cranking amps with 80 amp hour rating, 12V Alternator, 170 amp (Not available with (Z82) Trailering Package.) Radiator Grille Shutters, automatic
Vehicle health management, provides advanced warning of vehicle issues Hitch Guidance dynamic single line to aid in truck trailer alignment for hitching Frame, fully-boxed
GVWR, 6049 lbs. (2744 kg)
Pickup box
Brakes, 4-wheel antilock, 4-wheel disc
Capless fuel fill
Exterior
Wheels, 17" X 8.0" (43.2 cm x 20.3 cm), Ultra Silver Metallic steel (STD) Tires, 255/65R17 all-season, blackwall (STD)
Tire, spare 255/65R17 all-season, blackwall
Wheel, spare, 17 x 8" (43.2 cm x 20.3 cm) steel
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 5

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Exterior
CornerStep, rear bumper
Moldings, Black beltline
Headlamps, halogen with automatic exterior lamp control IntelliBeam, automatic high beam on/off
Headlamp control, automatic on and off with automatic delay Cargo box light, back of cab
Mirrors, outside heated power-adjustable
Mirror caps, molded with color
Glass, deep-tinted
Glass, solar glazing front side windows
Glass, privacy glazing rear side windows
Windshield, solar absorbing
Door handles, Black
Tailgate, remote locking, (locks and unlocks with key fob) Tailgate handle, Black
Entertainment

11.3" diagonal advanced color LCD display with Google built-In compatibility including navigation capability, connected apps, personalized profiles for each driver's settings, Natural Voice Recognition and Phone Integration for Wireless Apple CarPlay/Wireless Android Auto for compatible phones (STD) (Terms and limitations apply.)
Audio system feature, 6-speaker system
SiriusXM Trial Subscription (IMPORTANT: The SiriusXM trial subscription is not provided on vehicles that are ordered for Fleet Daily Rental ("FDR") use. Trial subscription is subject to the SiriusXM Customer Agreement and privacy policy, visit www.siriusxm.com which includes full terms and how to cancel. All fees, content, features, and availability are subject to change.)
Wireless phone projection, for Apple CarPlay and Android Auto Wi-Fi Hotspot capable (Terms and limitations apply. See onstar.com or dealer for details.) Interior
Seats, front bucket (STD)
Seat trim, Cloth
Seat adjuster, driver 6-way manual
Seat adjuster, passenger 4-way manual
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 6

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Interior
Seat, rear 60/40 split-folding bench with storage
Console, floor front compartment with cup holders and cell phone storage Floor covering, color-keyed carpeting
Steering column, tilt, manual
Steering wheel, urethane
Steering wheel controls, mounted audio controls
Speedometer, miles/kilometers
Driver Information Center, 11" diagonal fully-digital display Windows, power front, driver express down
Window, power front, passenger express down
Windows, power rear, express down
Window, rear-sliding, manual
Door locks, power
Remote Keyless Entry
Cruise control, electronic, automatic
Theft-deterrent system, unauthorized entry
USB Ports, 2 (first row) located on console
Power outlet, 12-volt located in center console bin
Air conditioning, single-zone manual climate control
Air vents, rear
Heater, air conditioning duct, rear passenger
Defogger, rear-window electric
Handles, door release, front and rear, Jet Black
Mirror, inside rearview manual day/night
Visors, driver and front passenger vanity mirrors
Lighting, interior, center dome
Lighting, interior
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 7

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Interior
OnStar One Essentials (OnStar One Business Essentials for Fleet) Drive confidently with core OnStar services including select mobile app commands, built-in voice assistance, real-time traffic and navigation, and Automatic Crash Response to help if you're in need. (OnStar One Essentials includes select remote commands, Navigation, Voice Assistance, and Automatic Crash Response, for eligible vehicles with compatible software.

Fleet customers get select remote commands through OnStar Vehicle Insights. For MY25 vehicles, OnStar One Essentials is standard for 8 years; services may require an OnStar paid plan to continue thereafter. See OnStar.com for service descriptions and terms.)
Safety-Mechanical
Automatic Emergency Braking
Front Pedestrian and Bicyclist Braking
Rear Cross Traffic Braking
StabiliTrak, stability control system with Proactive Roll Avoidance and traction control includes electronic trailer sway control and hill start assist
Hitch View
Safety-Exterior
Safety-Interior
Daytime Running Lamps, Halogen
Airbags, Dual-stage frontal airbags for driver and front passenger; Seat-mounted side-impact airbags for driver and front outboard passenger; Head-curtain airbags for front and rear outboard seating positions; Includes front outboard Passenger Sensing System for frontal passenger airbag (Always use seat belts and child restraints.

Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.)
Front outboard Passenger Sensing System for frontal outboard passenger airbag (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.)
OnStar services capable (See onstar.com for details and limitations. Services vary by model. Service plan required.)
HD Rear Vision Camera (Not available with (CWM) Technology Package.) Rear Park Assist
Blind Zone Steering Assist (Not available with (ZL6) Advanced Trailering Package.) Lane Keep Assist with Lane Departure Warning
Forward Collision Alert
Following Distance Indicator
LED Reflective Windshield Collision Alert
Seat Belt, Black
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 8

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Safety-Interior
Teen Driver a configurable feature that lets you activate customizable vehicle settings associated with a key fob, to help encourage safe driving behavior.

Door locks, rear child security
Rear Seat Reminder
Rear Seat Belt Indicator
Buckle to Drive prevents vehicle from being shifted out of Park until driver seat belt is fastened; times out after 20 seconds and encourages seat belt use, can be turned on and off in Settings menu (Not available with (T4Z) Buckle To Drive.)
Tire Fill Alert provides an audible indication when tire pressure is added to a tire that is low. Aids to achieve optimal tire pressure
Tire Pressure Monitoring System (does not apply to spare tire)

WARRANTY
Warranty Note: <<< Preliminary 2025 Warranty >>>
Basic Years: 3
Basic Miles/km: 36,000
Drivetrain Years: 5
Drivetrain Miles/km: 60,000
Drivetrain Note: Certain commercial, government, and qualified fleet vehicles: 5 years/100,000 miles Corrosion Years (Rust-Through): 6
Corrosion Years: 3
Corrosion Miles/km (Rust-Through): 100,000
Corrosion Miles/km: 36,000
Roadside Assistance Years: 5
Roadside Assistance Miles/km: 60,000
Roadside Assistance Note: Certain commercial, government, and qualified fleet vehicles: 5 years/100,000 miles Maintenance Note: First Visit: 12 Months/12,000 Miles
This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 9

Victorville Chevrolet
Jim Dailey | 7609558200 | [email protected]
Vehicle: [Fleet] 2025 Chevrolet Colorado (14C43) 2WD Crew Cab WT ( Complete ) Note:Photo may not represent exact vehicle or selected equipment.

This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region. Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

Data Version: 24170. Data Updated: Dec 10, 2024 6:48:00 PM PST.

Dec 11, 2024 Page 10

ATTACHMENT E
Pictures of Vehicles/ Equipment
Airport
Truck #2
(3) 2024 Ford F250 W/8FT Utility Bed

Airport
Truck #3
(
2) 2025 Ford Explorer 4x4

Community Services
Truck #5
(
3) 2025 Ford Ranger

City Manager
Truck #6
(1) 2025 Ford Explorer 4x2

Engineering
Truck #7
2024
Ford F550 Cab and Chassis

Public Works- Environmental
Truck #8
(
2) 2024 Ford F250 Pick Up

Fire
Truck #9
2024 Ford Expedition

C
ommunity Service- Parks
Truck #10
(5) 2024 Ford F250 W/8FT Utility Bed

Public Works- Admin
Truck #11

2025 Ford Explorer 4x2

Public Works
Truck #12

2025 Ford Explorer 4x4

Water
Truck #12

2025 Ford Explorer 4x4

Public Works- Streets
Truck #15

2024 Ford F150

ATTACHMENT F
Local Dealers Acknowledgment

ATTACHMENT G
VMC 2.28.040

Item Number: 19
City Council / Board of Directors
Written Communications
Meeting of: February 18, 2025
Submitted By:

C. Eric Ray, Airport Director
Subject:

Building 724 Heating, Ventilation, and Air Conditioning System Replacement Recommendation:

That the Southern California Logistics Airport Authority Board of Directors:
(1) Reject FM Thomas Air Conditioning Inc., award to furnish and install a new HVAC system at Building 724, previously approved by the Board on December 17, 2024, and;
(2) Approve Amendment Four to the General Services Provider Standard Agreement between SCLAA and Allison Mechanical, Inc., increasing the not to exceed compensation amount from $50,000 to $150,000 and;
(3) Approve Allison Mechanical, Inc., to furnish and install a new Heating, Ventilation, and Air Conditioning (“HVAC”) system at Building 724.

Fiscal Impact:

This action will result in the expenditure of funds from Building 724 Maintenance Account 4501141A-52410 in the amount not to exceed $126,672. $139,305.20 is currently budgeted for general repairs and maintenance for Building 724. The budget is outlined below:

Current Budget
Expense
4501141A-52410 Bldg 724 Maintenance $139,305.20
Strategic Plan Goal:

Goal E. Invest in Infrastructure: The project invests in infrastructure by providing an operational HVAC system for Building 724
Background:
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Building 724 was built in 1988 and is a 16,250 square foot building that currently houses Aircraft Rescue & Fire Fighting personnel and equipment located at the Southern California Logistics Airport (“SCLA”). The air conditioning for the building is supplied by an HVAC system that is original to the building. In 2013, the HVAC system had major repairs performed at a cost of approximately $8,200 to extend its useful life.

Recently, the compressor in the HVAC system at Building 724 failed, rendering the system non-functional and making the building uncomfortably hot during the lingering days of summer. The compressor is a critical component that pushes compressed refrigerant through coils to remove heat from the air. The compression and decompression of the refrigerant as it is pumped internally through the coils of an HVAC system is what allows the system to remove heat, thus chilling the air. Without a functional compressor, the HVAC system cannot supply cool air to a building.

Staff invited the three qualified contractors that perform HVAC work at the SCLA to independently inspect the HVAC system and compressor located at Building 724. Each contractor recommended full-scale HVAC system replacement as the best option due to the overall age of the system and its components. Repair options were discussed but the repairs would necessitate removing and reinstalling multiple components of the system and the finished product would be a medley of new and aged parts, which could cause compatibility issues and premature failure of other parts of the system. Repair costs were quoted in the $40,000 range, which was deemed by staff to be prohibitively high given additional issues with the HVAC system at Building 724.

The existing Building 724 HVAC system uses a chemical refrigerant called R22 to remove heat from the system. R22 has been a standard industry refrigerant for several decades, but in 2020 the United States Environmental Protection Agency made it illegal to manufacture or import new R22 supply into the United States. With no new supply of R22 available, the cost to refill or top off a system that uses R22 is rapidly becoming prohibitive. In 2030, a total ban on purchases of R22 will take place, thus making it fiscally precarious and irresponsible to maintain an aging system that will be extremely expensive to refill, if a supply of R22 can even be located. Replacement refrigerants are not compatible with R22 systems, making full-scale replacement of the HVAC system the best option.

Based on the age of the current HVAC system, the cost of repairs, and the dwindling supply of and increasing cost of R22, staff concluded that the most fiscally sustainable way to provide air conditioning to Building 724 is to remove the non-functional HVAC system and replace it with a modern HVAC system that operates with modern refrigerant.

Discussion:

An HVAC replacement project of this size and importance necessitates the use of a qualified contractor that has the licenses, skills, and experience to furnish and install HVAC systems of this size. The SCLAA has active service contracts with three qualified HVAC contractors. They were each awarded service contacts after a bidding process that complies with City Municipal Code 2.28.090.
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To procure a bid for the installation of a new HVAC system for Building 724, in compliance with City Municipal Code 2.28.200, SCLAA staff requested a bid from each qualified contractor. Each contractor was able to inspect the site and ask questions about the work. All three contractors submitted quotes to furnish and install a new HVAC system for Building 724 as follows:

Bidder Name Bid Amount
FM Thomas Air Conditioning, Inc. $126,296
Allison Mechanical Inc. $126,672
Masco & Sons Heating and Air Conditioning, LLC. $152,000 Staff carefully reviewed each bid proposal and submittals for the project and determined FM Thomas Air Conditioning Inc., (“FM Thomas”) to be the best value bidder in accordance with City Municipal code 2.28.040. Staff brought the recommendation to award FM Thomas at the December 17, 2024 Board meeting. In January, when presented with Amendment Four for execution, FM Thomas submitted a revised bid that was $2,831 higher than their original bid, due to price increases, for a total not to exceed amount of $129,127. Recognizing this proposed increase caused FM Thomas’ bid to exceed the next best value bidder, Allison Mechanical, Inc., (“Allison”) staff contacted Allison to confirm their original quote of $126,672 was still valid. Furthermore, FM Thomas proposed an installation lead time of 15-16 weeks, whereas Allison proposed a 12-13 week lead time. The facts of this situation have compelled staff to determine Allison is now the best value bidder for this project.

The current General Services Provider Standard Agreement (“Agreement”) with Allison was entered into on July 29, 2024, for the not to exceed amount of $50,000, which was sufficient for regular HVAC maintenance and repair work. However, this large installation project will necessitate an increase to the Agreement amount. Approval of Amendment Four to the existing Agreement will allow Allison to continue to provide necessary HVAC Services for the SCLAA, including the installation of a new HVAC system at Building 724.

Therefore, staff requests and recommends the SCLAA Board of Directors: (1) reject FM Thomas to furnish and install the proposed HVAC system at Building 724, previously approved by the Board on December 17, 2024, and (2) approve Amendment Four to the General Services Provider Standard Agreement by and between the SCLAA and Allison, increasing the total not to exceed compensation from $50,000 to $150,000, for Qualified HVAC Maintenance, Repair, and Installation Services, Project #CC22-008-3, and (3) approve Allison to furnish and install the proposed HVAC system at Building 724.

Staff remains available for any questions or comments you may have.

CER/see
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Attachments: A. Site Map
B. Allison Mechanical Inc. Amendment Four
C. Allison Mechanical Inc. Bid Proposal
D. FM Thomas Air Conditioning, Inc. January Bid Proposal E. Municipal Code 2.28.090
F. Municipal Code 2.28.200
G. Municipal Code 2.28.040

ATTACHMENT A
Site Map

SITE MAP – SCLA BUILDING 724

ATTACHMENT B

ALLISON MECHANICAL
INC.

AMENDMENT FOUR

AMENDMENT NUMBER: FOUR
TO

GENERAL SERVICES PROVIDER STANDARD AGREEMENT

BY AND BETWEEN

THE SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
AND
ALLISON MECHANICAL, INC.

FOR

QUALIFIED HVAC MAINTENANCE, REPAIR, AND INSTALLATION SERVICES, PROJECT CC22-008-3
THIS AMENDMENT (the “Amendment”) is made and entered into this ____ day of _______ 2025, by and between the Southern California Logistics Airport Authority, a joint powers authority, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California (hereinafter referred to as “SCLAA”), and Allison Mechanical, Inc., a California corporation, hereinafter referred to as “Service Provider.” The SCLAA and Service Provider are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties”.

Recitals

1. WHEREAS, SCLAA has a General Services Provider Standard Agreement (hereinafter referred to as the “Original Agreement”) with the Service Provider to provide Qualified HVAC Maintenance, Repair, and Installation Services; and

2. WHEREAS, on or about July 21, 2022, Amendment One (1) was issued to the Original Agreement to exercise Option 1 of 4, additional one-year periods, amending Section 6., Term of Agreement, to commence July 1, 2022, and expire June 30, 2023. Section 3., Compensation, annual not to exceed amount of $50,000.00, remained unchanged; and

3. WHEREAS, on or about September 21, 2023, Amendment Two (2) was issued to the Original Agreement to exercise Option 2 of 4, additional one-year periods, amending Section 6., Term of Agreement, to commence July 1, 2023, and expire June 30, 2024.

Section 3., Compensation, annual not to exceed amount of $50,000.00, remained unchanged; and

3. WHEREAS, on or about July 10, 2024, Amendment Three (3) was issued to the Original Agreement to exercise Option 3 of 4, additional one-year periods, amending Section 6., Term of Agreement, to commence July 1, 2024 and expire June 30, 2025. Section 3., Compensation, annual not to exceed amount of $50,000.00, remained unchanged; and

4. WHEREAS, it is the desire of the Parties to issue Amendment Four (4) to the Original Agreement to revise Section 2., Scope of Work to add services; increase Section 3., Compensation by $100,000.00, thereby amending the annual not to exceed amount from $50,000.00 to $150,000.00; and revise Section 4, Bid Proposal Form; and General Services Provider Standard Agreement/Allison Mechanical, Project CC22-008-3/Amendment 4

5. NOW THEREFORE, in consideration of the covenants, conditions, and promises contained herein and for such other good and valuable consideration, receipt of which is hereby acknowledged, the Parties are willing to amend the Original Agreement as stated below.

Contract Amendment
Section 2. – SCOPE OF WORK – is amended as follows:
“Service Provider shall provide to the SCLAA those additional services set forth in the Scope of Work, attached hereto as Exhibit “A-1”, and incorporated as part of this Agreement by this reference.”
Section 3. – COMPENSATION – is amended as follows:
“The SCLAA shall pay a total annual sum not to exceed One Hundred Fifty Thousand and 00/100 dollars ($150,000.00) for the services to be rendered by Service Provider pursuant to this Agreement, subject to the provisions of Section 4.” Section 4. – BID PROPOSAL FORM – is amended as follows:
“The SCLAA shall pay Service Provider, for those additional services set forth in Amendment 4, Service Provider’s Bid Proposal form dated October 22, 2024, attached hereto as Exhibit “B-1” and hereby incorporated as part of this agreement by this reference.”
(SIGNATURES ON NEXT PAGE)
General Services Provider Standard Agreement/Allison Mechanical, Project CC22-008-3/Amendment 4

IN WITNESS WHEREOF, the parties hereto have caused the Amendment to the Original Agreement to be entered as of the dates written below.

PARTY OF THE FIRST PART PARTY OF THE SECOND PART

SOUTHERN CALIFORNIA LOGISTICS

AIRPORT AUTHORITY
ALLISON MECHANICAL, INC.

By: ______________________________
Elizabeth Becerra,
By: ____________________________
Don Allison,
Authority Chairman President
Dated: ___________________________ Dated: __________________________ ATTEST
By: ______________________________
Jennifer Thompson,
Authority Secretary
Dated: ___________________________
By: ______________________________
Sandra Bostick,
Authority Risk Manager
Dated: ___________________________
APPROVED AS TO STANADARD FORM:

By: ______________________________
Andre de Bortnowsky,
Authority Legal Counsel
Dated: ___________________________
General Services Provider Standard Agreement/Allison Mechanical, Project CC22-008-3/Amendment 4

EXHIBIT A-1, AMENDMENT 4, SCOPE OF WORK, PROJECT CC22-008-3

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (SCLAA) BUILDING 724 HVAC INSTALLATION PROJECT

TECHNICAL SPECIFICATIONS
Bid Item Description
Mobilization, Airport badge training, Bonds, and Insurance (6% Max of Bid Schedule Total Project Cost).101
Remove and dispose of one existing 25-Ton Air Cooled Chiller Unit and compressor.

Furnish and install one 25-Ton, or greater, Air-Cooled Chiller Unit. Includes all applicable connections and system tuning.

Inspect and clean 25 air handlers and report conditions to the owner’s representative.
102
103
104
This is an ALLOWANCE item that shall only be used to pay for EXTRA work as 105 authorized by the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY via a written CONTRACT CHANGE ORDER.

EXHIBIT B-1, AMENDMENT 4, PROJECT CC22-008-3

ATTACHMENT C

ALLISON MECHANICAL
INC.

BID PROPOSAL
EXHIBIT B-1, AMENDMENT 4, PROJECT CC22-008-3

ATTACHMENT D

FM THOMAS AIR
CONDITIONING, INC.

JANUARY BID PROPOSAL

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (SCLAA) BUILDING 724 HVAC INSTALLATION PROJECT

BID PROPOSAL PRICE SCHEDULE
The
undersigned declares they have carefully examined the site of the proposed work, the proposal, plans, specifications, and contract forms. Bidders shall satisfy themselves to the character, quality, and quantities of work to be performed, availability of materials, tools, equipment, incidentals and labor to be furnished, and to the requirements of the proposed contract. The submission of a proposal shall be prima facie evidence that the bidder has made such examination and is satisfied to the conditions to be encountered in performing the work and the requirements of the proposed contract, plans, and specifications to complete all the work for Building 724 HVAC Installation in accordance with all the provisions of the Contract Documents for the prices set forth in the following schedule:

BID SCHEDULE
TOT
AL BID PROPOSAL FOR BUILDING 724 HVAC INSTALLATION PROJECT:
$____________________________________________________________________ TOTAL BID PROPOSAL FOR BUILDING 724 HVAC INSTALLATION PROJECT IN WORDS:

Bid
der: ________________________________________________________________________ Address: ______________________________________________________________________ Phone: _______________________________ E-mail___________________________________ Signature: ______________________________Date:___________________________________ Print Name: _________________________________Title:______________________________ Bid
Item Description U. M. Bid
Quantity Unit Price Total
101 Mobilization LS 1 $
102 Remove and dispose of Chiller
Unit EA 1 $
103 Furnish and install 25-Ton Air
Cooled Chiller Unit EA 1 $
104 Inspect and clean air handlers EA 25 $
105 ALLOWANCE ALLOW $ 10,000
$6,800.00
6,800.00
$5,825.00
5,825.00
$9,296.00
$9,296.00
$
97,206.00
97,206.00
129,127.00
One hundred twenty-nine thousand one hundred twenty seven and 0/100 F.M. Thomas Air Conditioning, Inc.
231 Gemini Ave, Brea, Ca 92821
800-660-0891
[email protected]
January 23rd, 2025
Michael Feyka
Vice President
EXHIBIT "B-1", AMENDMENT 4, PROJECT CC22-008-1

ATTACHMENT E

MUNICIPAL CODE 2.28.090

ATTACHMENT F
MUNICIPAL CODE 2.28.200

ATTACHMENT G
MUNICIPAL CODE 2.28.040

Item Number: 20
City Council / Board of Directors
Written Communications
Meeting of: February 18, 2025
Submitted By:

C. Eric Ray, Airport Director
Subject:

Standard Sublease Agreement for Buildings 868, 868A, 869 and 835 by and between the Southern California Logistics Airport Authority and Anduril Industries, Inc.

Recommendation:

That the Southern California Logistics Airport Authority (“SCLAA”) Board of Directors:
(1) Approve entering into a Standard Sublease Agreement for Building 868, 868A, 869 and 835 (“Agreement”), by and between the SCLAA and Anduril Industries, Inc., (“Anduril”); and
(2) Authorize the Executive Director to execute said Agreement; and (3) Adopt Resolution No. SCLAA 25-004 amending the 2024/2025 budget decreasing revenue in Airport account 4501175A-45200 by $101,155.71.

Fiscal Impact:

The Agreement presented herein will generate approximately $567,778.12 in gross lease revenue over the initial term (March 01, 2025 – February 29, 2028). The table below outlines the fiscal impact of the initial 3 years of the Agreement.

FY 2024-25
March 25 – June 25
FY 2025-26
July 25 – June 26
FY 2026-27
July 26 – June 27
FY 2027-28
July 27 – February 28
$401.24 $128,640.28 $261,173.27 $177,563.34
The revenue associated with this Agreement decreases the budgeted revenue established in Airport account 4501175A-45200 for fiscal year 2024-25 by $101,155.71.

Resolution No. SCLAA 25-004 is presented herein for the purpose of requesting approval of the required budget adjustment as outlined below.
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Original FY24/25 Budget
Revenue
4501175A-45200 Building 868 $241,754
Proposed FY24/25 Budget
Revenue
4501175A-45200 Building 868 $140,598.29
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. Goal A fosters fiscal health through disciplined long-term planning, cost control, increased revenues, and cost recovery.

Background:

Anduril Industries, Inc., is an American defense company that specializes in autonomous systems. It was founded in 2017 by inventor Palmer Luckey and a team of founders formerly with Palantir and SpaceX. Anduril raised $1.5 billion in their latest funding round, six months ago, from some of the most renowned investors in the global technology landscape, including: Andreessen Horowitz; Founders Fund; General Catalyst; Lux Capital; Thrive Capital; Valor Equity Partners; and Elad Gil, among others. As of February 2025, the company has a valuation of $14 billion. Moreover, the company is in discussions to raise additional capital that is expected to bring its market valuation to $28 billion.

Anduril states that at its core, it is a defense products company. Unlike most defense companies, Anduril does not sit idly waiting for its customers to tell them what they need.

Anduril identifies problems, and privately funds research and development while working to break into large programs of record and sells finished products off the shelf in order to get relevant technologies into the hands of war fighters as quickly and effectively as possible. Ideas are turned into deployed capabilities in months, not years, saving the government and taxpayers money along the way. Military veterans make up more than 20% of Anduril’s team and their defense experience is leveraged to ensure that the company’s products meet the needs of servicemen and women in the battlefield.

Anduril’s family of systems is powered by the proprietary Lattice OS, an artificial intelligence powered open operating system that brings autonomy to the Defense Department’s toughest missions. Lattice OS connects autonomous sensemaking and command and control capabilities with open, modular, and scalable hardware components for a layered family of systems approach. Some of the major systems that Anduril has deployed or publicly acknowledged to be developing are the Sentry Towers, Roadrunner, Ghost Shark XLAUV, Dive LDAUV, Altius and Fury.

Anduril announced plans to build a massive, 5 million square foot manufacturing facility called "Arsenal-1" in Pickaway County, Ohio, with a projected investment of nearly $1 billion, creating over 4,000 jobs by 2035. This project is considered one of the largest 4 0
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single job creation initiatives in Ohio history, with the state offering significant tax incentives to attract Anduril to the area, aiming to bolster the state's defense manufacturing capabilities.

When production begins next year, the company will start manufacturing three of its autonomous air systems products, Fury, Roadrunner and Barracuda, Anduril said in an email to Manufacturing Dive, a periodical. The company has plans to expand into other products as it builds out the plant and new facilities come online.

The facility at the Southern California Logistics Airport (“SCLA”) will support Anduril’s Group 5 autonomous air vehicle program, called Fury, a single engine jet drone.

Additionally, Andril will perform related independent research and development, including certain contracted efforts with other defense contractors.

Discussion:

Buildings 868, 868A, 869 and 835 were previously subleased by Overair. Due to economic conditions beyond the control of Overair, its business operations went into liquidation, and it executed an Assignment for the Benefit of Creditors in favor of Insolvency Services Group, a California corporation (“ISG”). A termination agreement was approved by the SCLAA Board of Directors on February 4, 2025, for the Overair sublease. Staff has negotiated terms for Anduril to lease these buildings at a 3% increase in the monthly base rent previously collected. Moreover, Anduril agreed to construct at least $400,000 of tenant improvements to the facility, which will likely result in a significantly greater investment for the benefit of the SCLA.

Anduril currently leases Building 685C and has constructed tenant improvements to that facility that far exceeded that which was contractually required. The SCLAA anticipates the same outcome with this Agreement as Anduril’s reputation calls for upscale facilities.

The Agreement will allow Anduril to grow its footprint at the SCLA to perform aircraft assembly, maintenance, calibration, storage, and preparation for testing in support of Anduril’s Group 5 autonomous air vehicle program, an autonomous jet powered aircraft.

The proposed Agreement for the Buildings 868, 868A, 869 and 835 entails an initial term of three-years with a commencement date of March 1, 2025. The Agreement also contemplates one, three-year, option term. The Subleased Premises consist of Buildings 868, 868A, 869, and 835, which are comprised of hangar, office and maintenance space.

Anduril has agreed to pay $20,921.31 per month with an annual 3% inflator. This amounts to the summation of Building 868 rent in the amount of $7,581.55 which is $.94 per square foot; Building 868A rent in the amount of Three Thousand Three Hundred Fifty-Four Dollars and Forty-One Cents ($3,354.41) which is $1.16 per square foot; Building 869 rent in the amount of Nine Thousand Fifty-One Dollars and Forty-Eight Cents ($9,051.48) which is $.94 per square foot; and Building 835 rent in the amount of Nine Hundred Thirty- Three Dollars and Eighty-Seven Cents ($933.87) which is $.55 per square foot, which is comparable with similar SCLA buildings.
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Because the Standard Sublease Agreement will increase local employment, increase aircraft activity, and produce a steady revenue stream, staff recommends that the Southern California Logistics Airport Authority Board approve the Standard Sublease Agreement with Anduril Industries, Inc., for the Building 868, 868A, 869 and 835 and authorize the Executive Director to execute said agreement and adopt Resolution No.

SCLAA 25-004 amending the 2024/2025 budget decreasing revenue in account 4501175A-45200 by $101,155.71. Such approval is being requested, subject to any minor, non-substantive modifications to the Sublease Agreement as approved by the Southern California Logistics Airport Authority Legal Counsel and the Southern California Logistics Airport Director.

Staff remains available for any questions or comments you may have.

CER/lf
Attachments: A. General Site Map
B. Standard Sublease Agreement for the Buildings 868, 868A, 869 and 835
C. Resolution No. SCLAA 25-004

ATTACHMENT A

GENERAL SITE MAP

ATTACHMENT B

STANDARD

SUBLEASE

AGREEMENT

FOR BUILDINGS
868, 868A, 869
AND 835

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

STANDARD SUBLEASE AGREEMENT
(BUILDINGS 868, 868A, 869 AND 835)
This Sublease Agreement (the “Sublease”) is made this _______ day of _________, 2025, by and between the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (“SCLAA”), a California joint powers authority, (hereinafter referred to as “Sublessor”) and ANDURIL INDUSTRIES, INC., a Delaware corporation (hereinafter referred to as “Sublessee”). Sublessor and Sublessee are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”

RECITALS
These Recitals are included to assist in interpreting this Sublease and to understand the basis upon which certain terms and conditions have been included. It is not intended, nor should it be construed, to supersede or amend the specific terms and conditions of this Sublease.

A. The United States Air Force (“Air Force”) and the Victor Valley Economic Development Authority (“the Authority”) have previously entered into certain Department of the Air Force Leases pertaining to portions of the former George Air Force Base, which is now known as the Southern California Logistics Airport (“SCLA”) (hereinafter the “Air Force Leases”).

B. The Authority has delegated its decision-making authority with respect to the SCLA to the Sublessor, who now has the authority to enter into transactions on behalf of the Authority.

C. The Air Force (“Grantor”) and the SCLAA (“Grantee”) have entered into certain Air Force Quitclaim Deed(s) (“Quitclaim Deed(s)”), which release and forever quitclaim to the Grantee all the real property described in such Quitclaim Deed(s), subject to the Covenants, Conditions and Restrictions set forth in the Quitclaim Deed(s).

D. Sublessee seeks to sublease from the Sublessor a portion of the property subject to the Air Force Leases (hereinafter the “Subleased Premises”).

E. Although many portions of the SCLA are subject to and governed by the Air Force Leases, some portions (which may include appurtenances, access/use rights, privileges and/or easements associated with the Subleased Premises) have been transferred from the Air Force to Sublessor by means of various deeds (hereinafter the “Airport Deeds”) and are subject to the provisions and conditions of such Airport Deeds.

SCLAA Standard Sublease Page 1 Anduril Buildings 868, 868A, 869 and 835

TERMS AND CONDITIONS
Subleased Premises. Subject to the terms and conditions herein1. contained, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor certain property, which is part of the SCLA, described as follows (the “Subleased Premises”):
a. A portion of that certain real property designated as Building 868, comprised of approximately Eight Thousand Forty-One (8,041) square feet of hangar space, support space and storage space located that the SCLA at 18900 Alert Road, Victorville CA 92394; Building 868A, comprised of approximately Two Thousand Eight Hundred Eighty (2,880) square feet of office space located at the SCLA at 18900 Alert Road, Victorville CA 92394; Building 869 comprised of approximately Nine Thousand Six Hundred (9,600) square feet of hangar space located at the SCLA at 18904 Alert Road, Victorville CA 92394; and Building 835 comprised of approximately One Thousand Six Hundred Eighty-Four (1,684) square feet of maintenance shop space located at the SCLA at 18902 Alert Road, Victorville CA 92394, as depicted on Exhibit A, attached hereto and incorporated herein by this reference; and b. all appurtenances, rights, privileges, and easements in any way applicable thereto.

2. Term. The initial term of this Sublease shall be for a period of Three (3) years, (the “Initial Term”) commencing on March 1, 2025, (the “Sublease Commencement Date”) and expiring on February 29, 2028. (the “Sublease Expiration Date”) unless sooner terminated or extended as hereinafter provided. To the extent any of the leases or subleases referenced in Recital A hereof are terminated, and such lease or sublease governs this Sublease, then this Sublease shall also terminate, as of the date of termination of the applicable governing lease or sublease.

3. Option to Extend Term. Upon expiration of the Initial Term, Sublessee shall have the option to renew this Sublease for one (1) additional three (3) year term (the “Option Term”), provided that: (i) Sublessee is in good standing and otherwise in full compliance with all of the terms and conditions of this Sublease; (ii) Sublessee provides Sublessor written notice of its desire to renew no later than one hundred eighty (180) days prior to the expiration of the Term; and (iii) Sublessor confirms in writing Sublessee’s Option Term. Upon confirmation of such exercise by Sublessor, all references to the Expiration Date shall mean February 28, 2031. All further references to the Term of this Sublease shall mean and include the Initial Term and any confirmed Option Term.

4. Termination. This Sublease shall only terminate prior to the Expiration Date for such reasons as are specifically set forth in the provisions of this Sublease.

5. Right to Terminate for Development. INTENTIONALLY OMITTED.

SCLAA Standard Sublease Page 2 Anduril Buildings 868, 868A, 869 and 835

6. Rent.
a. Monthly Base Rent. Commencing on January 1, 2026, Sublessee shall pay to Sublessor, as rent for the Subleased Premises the amount of Twenty Thousand Nine Hundred Twenty-One Dollars and Thirty-One Cents ($20,921.31) per month (the “Monthly Base Rent”). Commencing on March 1, 2026, the Monthly Base Rent shall be increased by three percent (3%), and on each annual anniversary of the Sublease Commencement Date thereafter during the Term (or during any Option Term exercised in accordance with the provisions of Section 3 hereof), the then-current Monthly Base Rent shall be increased by an additional three percent (3%). All further references to the Monthly Base Rent shall mean and include any such increased amount as calculated under the provisions of this paragraph. The Monthly Base Rent represents the summation of Building 868 rent in the amount of Seven Thousand Five Hundred Eighty-One Dollars and Fifty-Five Cents ($7,581.55); Building 868A rent in the amount of Three Thousand Three Hundred Fifty-Four Dollars and Forty-One Cents ($3,354.41); Building 869 rent in the amount of Nine Thousand Fifty-One Dollars and Forty-Eight Cents ($9,051.48); and Building 835 rent in the amount of Nine Hundred Thirty-Three Dollars and Eighty-Seven Cents ($933.87).
b. Rent Abatement. Notwithstanding the foregoing, Sublessor acknowledges that Sublessee requires a Ten (10) month planning period to inspect the facilities and perform design functions required to apply for building permits before commencing Tenant Improvements. Therefore, Sublessor agrees and consents to a monthly rent abatement (the “Rent Abatement”) in the amount of Twenty Thousand Eight Hundred Twenty-One Dollars ($20,821), and Sublessee shall pay to Sublessor the monthly difference amount of One Hundred Dollars and Thirty-One Cents ($100.31) during the first (1 st) ten (10) months of the Term. Said Rent Abatement shall be reimbursed to the Sublessor if the following two (2) conditions are not satisfied:
(1) Condition 1. Sublessee shall complete the design of the anticipated Tenant Improvements and procurement of the related building permits by August 31, 2026, and
(2) Condition 2. Sublessee shall provide proof of payment indicating the completion of a minimum of $416,420 of Tenant Improvements to the Airport Director no later than February 28, 2027.

If Condition 1 is not satisfied by August 31, 2026, Sublessee shall reimburse Sublessor the total Rent Abatement amount of Two Hundred Eight Thousand Two Hundred Ten Dollars ($208,210) by October 31, 2026.

If Sublessee satisfies Condition 1 but fails to fully satisfy Condition 2 by February 28, 2027, Sublessee shall reimburse Sublessor fifty percent of the difference between the actual expenditure and the anticipated Tenant Improvement expenditure of Four Hundred Sixteen Thousand Four Hundred Twenty Dollars ($416,420) by April 30, 2027.

SCLAA Standard Sublease Page 3 Anduril Buildings 868, 868A, 869 and 835

c. Tenant Improvements. Within the Initial Term and subject to Conditions 1 and 2 above, Sublessee shall undertake and complete, at its sole expense, certain tenant improvements to the Subleased Premises (the “Tenant Improvements”) as further described on Exhibit B attached hereto and incorporated herein by this reference. Sublessee shall construct the Tenant Improvements in accordance with Section 14, 17 and 22 of this Sublease, using its own staff and/or properly licensed and insured contractors and in full compliance with any applicable prevailing wage or public bidding requirements.
d. Payment. Monthly Base Rent shall be payable in advance prior to the first (1st) day of each calendar month and without demand to:

Southern California Logistics Airport Authority
Attention: Airport Director
18374 Phantom West
Victorville, California 92394
or at such other place as Sublessor may designate in writing from time to time.

Sublessee shall also pay to Sublessor within thirty (30) days of presentation of an invoice, such other charges as it may incur for use of facilities and services at the SCLA which shall be charged in accordance with the SCLA Rules and Regulations as set forth on Exhibit B, attached hereto and incorporated herein by this reference, as such may be amended from time to time by Sublessor.

7. Security Deposit. Sublessee shall deposit with the Sublessor upon execution hereof the sum of Sixty-Two Thousand Seven Hundred Sixty-Three Dollars and Ninety-Three Cents ($62,763.93), as security for Sublessee’s faithful performance of Sublessee’s obligations hereunder (the “Security Deposit”). If Sublessee fails to pay rent or other charges due hereunder, fails to pay any utility or service provider, or otherwise defaults with respect to any provision of this Sublease, the Sublessor may use, apply or retain all or any portion of said deposit for payment of any rent or other charges in default or for the payment of any other sum to which the Sublessor may become obligated by reason of Sublessee’s default, or to compensate the Sublessor for any loss or damage which the Sublessor may suffer thereby. At all times during the Term hereof, Sublessee must maintain at a minimum the amount of Security Deposit specified in this Section.

8. Brokerage Commission. Sublessor and Sublessee represent and affirm to each other that they have not had any dealings with any real estate brokers, finders or agents and no commissions or fees are payable by either Party in connection with this Sublease.

9. Late Charge. Sublessee hereby acknowledges that late payment by Sublessee to Sublessor of any installment of rent, or any other sums due hereunder will cause Sublessor to incur costs not contemplated by the Sublease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent, or SCLAA Standard Sublease Page 4 Anduril Buildings 868, 868A, 869 and 835

any other sum due from Sublessee is not received by the Sublessor within ten (10) days after such amount is due, whether or not any notice of default or other notice has been given, Sublessee shall pay to the Sublessor a charge equal to six percent (6%) of the amount past due (the “Late Charge”), in addition to the payment of the past due amount itself. The Parties hereby agree that such Late Charge represents a fair and reasonable estimate of the costs the Sublessor will incur by reason of late payment by Sublessee, and no more than one (1) Late Charge shall be assessed per month. Notwithstanding the foregoing, in the event the Sublessee elects to make annual payments in advance, then no Late Charge shall apply.

10. Limited Right to Possession of the Subleased Premises. Sublessor shall deliver possession of the Subleased Premises to Sublessee on or before the Sublease Commencement Date, free and clear of all tenants, occupants, and right of any third parties except as hereafter provided in this Section 10. Sublessee agrees that the terms of its possession shall be subject to any outstanding easements and rights-of-way not within the control of the Sublessor and further to the right of entry by the United States Air Force as provided under the Air Force Leases. The Sublessor shall use best efforts to ensure the quiet use and enjoyment of the Subleased Premises by Sublessee.

However, unreasonable interference by Sublessor or the Air Force with Sublessee’s quiet enjoyment of the Subleased Premises that results in material and demonstrable financial detriment to Sublessee and Sublessee being unable to continue its business functions in a commercially reasonable manner, shall be grounds for termination of the Sublease by Sublessee.

11. Holding Over. In the event Sublessee, with the Sublessor’s prior written consent, holds over and continues in possession of the Subleased Premises, or any part thereof, after the Expiration Date, such occupancy shall be considered a month-to- month tenancy subject to all the terms and conditions of this Sublease in effect on the day immediately preceding the Expiration Date, except that the Monthly Base Rent for any such holdover period shall be increased to one hundred fifty percent (150%) of the then current Monthly Base Rent. If Sublessee, without the Sublessor’s prior written consent, holds over or continues in possession of the Subleased Premises, or any part thereof, after the Sublease Expiration Date of this Sublease, such occupancy shall be deemed a tenancy at sufferance, permitting the Sublessor to immediately commence eviction proceedings without notice to Sublessee.

12. 13.

Right to Relocate. INTENTIONALLY OMITTED.

Maintenance. Except for excessive repair and maintenance necessitated solely by Sublessor’s activities, Sublessee shall at all times during the Term hereof and until surrender and Expiration, keep and maintain the Subleased Premises in good and substantial order and repair, and shall undertake all necessary repair and maintenance of the Subleased Premises. Sublessee shall be responsible for all operating expenses associated with maintaining the Subleased Premises including, but not limited to:
cleaning; light bulb replacement; procurement of supplies and materials; preventative maintenance; repair; upkeep and emptying of emergency/hazardous spill trench drains SCLAA Standard Sublease Page 5 Anduril Buildings 868, 868A, 869 and 835

and reservoir; signs; sidewalks; all monthly, quarterly, and annual inspection/servicing and repair of the Subleased Premises mechanical, electrical, lighting, plumbing, water backflow inspection and maintenance, and life safety systems; furniture and window cleaning; servicing of fire extinguishers and fire suppression systems; repairs to trade fixtures and/or equipment, doors, ceilings, roofing, floors; exterior painting, resurfacing paved exterior areas and the like; landscaping of parking lot, water back-flow inspection and maintenance, associated fees, etc. Sublessee agrees at Sublessee’s sole cost and expense to procure, maintain throughout the Term, and supply copies to Sublessor, contracts for the inspection/servicing and maintenance of HVAC equipment, fire extinguishing and suppression systems, fire alarms and/or smoke detection systems, and air compressor systems. Sublessee also agrees throughout the Term to supply copies of all life safety related certifications and/or inspection records to the Sublessor in a timely manner.

14. Use and Condition of Subleased Premises. The Subleased Premises are to be used by Sublessee for those purposes more particularly provided for on Exhibit C, attached hereto and incorporated herein by this reference, and for no other purpose unless expressly agreed to by the Sublessor in writing. Sublessee agrees to use the Subleased Premises in such a manner as to not interfere with the Sublessor’s rights in the Subleased Premises or the surrounding areas, to comply with all airport rules and regulations, all applicable governmental laws, ordinances, and regulations in connection with its use of the Subleased Premises, to keep the Subleased Premises in a clean and sanitary condition, and to use all reasonable precaution to prevent damage, or injury to the Subleased Premises.
a. Permits. Sublessee, at its sole cost and expense, shall apply for and obtain any and all permits and/or certifications required by any federal, state or local governmental entity, including but not limited to the Mojave Desert Air Quality Board, in connection with the painting, maintenance and/or overhaul of aircraft in or about the Subleased Premises. Such permits shall include, but not be limited to, any which may be required for the air handling and ventilation requirements for the Subleased Premises. Furthermore, Sublessee shall coordinate and cooperate with the Mojave Desert Air Quality Board as may be required from time to time. Any and all such permits and/or certifications shall be obtained in such a manner so as to run in favor of the Subleased Premises and/or the Sublessor, and such permits or certifications shall remain with the Subleased Premises upon the expiration or termination of the Sublease.
b. No Warranties. Except as provided herein, Sublessee agrees that no promises, covenants, representations, statements, or warranties have been made on behalf of the Sublessor to Sublessee respecting the condition of the Subleased Premises, or the manner of operating the Subleased Premises or the maintaining of any repairs to the Subleased Premises.

SCLAA Standard Sublease Page 6 Anduril Buildings 868, 868A, 869 and 835

c. Acceptance of Subleased Premises. Sublessee acknowledges that it has satisfied itself by its own independent investigation that the Subleased Premises are suitable for their intended use, and that neither the Sublessor nor the Sublessor’s agent or agents have made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee’s business.

Sublessee’s taking possession or use of the Subleased Premises for any purpose shall constitute Sublessee’s acceptance of the Subleased Premises “as-is” in its existing condition.
d. Notice of Presence of Asbestos and Lead-Based Paint. Sublessee, its successors, and assigns are warned that the Subleased Premises may contain asbestos materials and lead-based paint materials. No warranties, either expressed or implied, are given with regard to the quantity, location or condition of the asbestos containing materials or the lead-based paint materials. Sublessee, its successors, and assigns, shall be deemed to have relied solely on their own judgment in assessing the overall condition of all or any portion of the Subleased Premises, including any asbestos hazards or lead-based paint hazards or concerns. Sublessee acknowledges that Sublessee was given every opportunity to inspect the Subleased Premises to assess the risk, if any, from asbestos containing material or lead-based paint materials. e. No Liability Assumed by Sublessor. The Sublessor assumes no liability for damages for personal injury, illness, disability or death to Sublessee or to Sublessee’s successors, assigns, employees, invitees, or any other persons subject to Sublessee’s control or direction, or to any person, including members of the general public arising from or incident to the purchase, transportation, removal, handling, use, disposition or any activity causing or leading to contact of any kind whatsoever with asbestos or lead-based paint on the Subleased Premises which is the subject of this Sublease, whether Sublessee, its successors or assigns has or have properly warned or failed to properly warn the individuals injured. Sublessee, its successors, and assigns, further agree that in its use and occupancy of the Subleased Premises, it will comply with all federal, state and local laws relating to asbestos and lead-based paint. f. Personal Property. Sublessee shall, at the Sublease Expiration Date or such other termination of this Sublease, by lapse of time or otherwise, remove all of Sublessee’s personal property, repair any damage to the Subleased Premises resulting therefrom, and surrender the Subleased Premises to the Sublessor in as good a condition as when Sublessee took possession, normal wear and tear excepted.

15. Waste or Nuisance. Sublessee shall not commit or permit the commission by others of any waste on the Subleased Premises. Sublessee shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Subleased Premises nor shall Sublessee use or permit the use of the Subleased Premises for any unlawful purpose.

SCLAA Standard Sublease Page 7 Anduril Buildings 868, 868A, 869 and 835

16. Taxes. Sublessee shall pay when due and prior to delinquency all taxes, assessments, and other charges including possessory interest taxes levied or imposed by any governmental entity on the possessory interest of Sublessee in the Subleased Premises and the personal property, trade fixtures, appliances, and leased equipment placed by Sublessee in, on, or about the Subleased Premises during the Term of this Sublease. Sublessee recognizes that the interests of Sublessee in this Sublease shall be subject to the imposition of a possessory interest tax by the San Bernardino County Assessor, and Sublessee agrees to pay such tax amount as may be so levied with respect to the possessory interest of Sublessee in the Subleased Premises under this Sublease. Sublessee further acknowledges that pursuant to California Health and Safety Code Section 33673, the property shall be assessed in the same manner as privately owned property and Sublessee shall pay taxes upon the assessed value of the entire property and not merely the assessed value of its leasehold interest.

17. Compliance with Air Force Leases, Airport Deeds, Covenants, Conditions and Restrictions and Related Agreements.
a. Sublessee acknowledges that a copy of the applicable Air Force Leases and/or Airport Deeds are available and on file in the SCLA office. b. Sublessee expressly acknowledges that the Sublessor has assumed certain duties and obligations to the Air Force under the Air Force Leases and/or Airport Deeds affecting the use and occupancy of the Subleased Premises.

Sublessee further agrees that as of the Sublease Commencement Date, it shall observe and perform the duties and obligations of the Sublessor relating to the Subleased Premises in favor of the Air Force which arise under the Air Force Leases. These duties and obligations as assumed by Sublessee include but are not limited to the following which are presented below for purposes of reference and convenience:

I. Air Force Lease Condition 10 (Environmental Protection); and II. Air Force Lease Condition 17 (Development and Alterations); and III. Air Force Lease Condition 26 (Restrictions on Use of Leased Premises)
c. Any use, occupancy or activity of Sublessee on the Subleased Premises which may result in either the receipt by the Sublessor of a notice of default from the Air Force under the Air Force Leases or a notice of default or a notice of violation from either the Air Force or the Federal Aviation Administration (“FAA”) under any Airport Deeds, shall be deemed to be a default of Sublessee under this Sublease.

The response of the Sublessor following receipt of any such notice of default or breach from either the Air Force under the Air Force Leases or from the Air Force and/or the FAA under the Airport Deeds, shall not waive, stay, or otherwise mitigate or remedy the default of Sublessee to the Sublessor under this Sublease. Sublessee shall have no right under this Sublease to participate in any proceeding between the Air Force, the SCLAA Standard Sublease Page 8 Anduril Buildings 868, 868A, 869 and 835

FAA and the Sublessor for the resolution of an alleged default, breach or other dispute of the Parties arising under the Air Force Leases and/or the Airport Deeds except to the extent the Sublessee is alleged to have directly caused such breach or default. d. Sublessee acknowledges that the Subleased Premises are, or will be, subject to certain Declaration of Covenants, Conditions and Restrictions to be recorded in the official records of San Bernardino County, California, as amended (the “CC&Rs”). There shall also be included in any assessments the amount of assessments levied pursuant to the CC&Rs and applicable to the Subleased Premises, determined by the ratio that the rentable area of building on the Subleased Premises bears to the total net rentable area of building or buildings which include the Subleased Premises and for which a separate assessment is made pursuant to the CC&Rs. e. Sublessee further expressly acknowledges that it is subject to and shall comply with all provisions and conditions of the applicable Air Force Leases.

18. Insurance. Lessee shall procure and maintain for the duration of the Sublease insurance against claims for injuries to persons or damages to property which may arise from or in connection with Sublessee’s operation and use of the Subleased Premises. The cost of such insurance shall be borne by the Sublessee. Coverage shall be at least as broad as:
a. Commercial General Liability Insurance. (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products completed operations, property damage, bodily injury and personal and advertising injury with limits no less than Five Million Dollars ($5,000,000) per occurrence. 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. b. Property Insurance. Sublessee acknowledges that the insurance to be maintained by the Sublessor on the Subleased Premises will not insure against any of the Sublessee’s property or improvements made by the Sublessee. Accordingly, Sublessee shall maintain in full force and effect insurance against all risks of loss to any improvements or betterments, at full replacement cost with no coinsurance penalty provision. Property Insurance is to be endorsed to include Legal Liability Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the Subleased Premises.
c. Commercial Vehicle Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if Lessee has no owned autos, hired (Code 8) and non-owned (Code 9), with limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

SCLAA Standard Sublease Page 9 Anduril Buildings 868, 868A, 869 and 835

d. Workers’ Compensation Insurance. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Sublessee has no employees, it may certify or warrant to the Sublessor that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code and the requirement for Workers’ Compensation coverage may be waived by the Risk Manager.
e. Sublessee may use Umbrella or Excess Policies to provide the liability limits as required in this Sublease. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions, indemnity and defense requirements. The Umbrella and Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance maintained by the Additional Insureds, whether primary or excess, and which also apply to loss covered hereunder, shall be called upon to contribute to a loss until Sublessee’s primary and excess policies are exhausted.
f. If the Sublessee maintains broader coverage and/or higher limits than the minimum limits shown above, the Sublessor requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Sublessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Sublessor.
g. The insurance policies are to contain, or be endorsed to contain the following provisions:
(i) Additional Named Insureds. Notwithstanding any
inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by the commercial general liability policy described in subsection (a) above shall bear an endorsement whereby it is provided that, the Southern California Logistics Airport Authority (“Sublessor”), the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, the United States Air Force, and their respective officers, officials, employees, servants, volunteers, agents, and independent contractors are named as Additional Insureds.

General Liability coverage can be provided in the form of an endorsement to the Sublessee’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 2038; and CG 20 37 if a later edition is used).
(ii) Waiver of Subrogation Rights. Sublessee hereby grants to the Southern California Logistics Airport Authority (“Sublessor”), the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, the United States Air Force, and their respective officers, officials, employees, servants, volunteers, SCLAA Standard Sublease Page 10 Anduril Buildings 868, 868A, 869 and 835

agents, and independent contractors a waiver of any right to subrogation which any insurer of said Sublessee may acquire against the Southern California Logistics Airport Authority, the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, and the United States Air Force. Sublessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Sublessor has received a waiver of subrogation endorsement from the insurer.
(iii) For any claims related to this Sublease, the Sublessee’s coverage shall be primary and noncontributory and at least as broad as ISO CG 20 01 04 13 with respects to the Southern California Logistics Airport Authority (“Sublessor”), the Victor Valley Economic Development Authority, the City of Victorville, the City Attorney and the United States Air Force and their officers, officials, employees, volunteers, contractors, and subcontractors. Any insurance or self-insurance maintained by the Southern California Logistics Airport Authority (“Sublessor”), the Victor Valley Economic Development Authority, the City of Victorville, the City Attorney and the United States Air Force and their officers, officials, employees, volunteers, contractors, and subcontractors shall be in excess of the Sublessee’s insurance and shall not contribute with it.

19. Proof of Insurance Coverage.
a. Sublessee shall secure from a good and responsible company or companies authorized to do insurance business in the State of California the policies of insurance required by this Sublease and furnish to Sublessor certificates of said insurance on or before the Sublease Commencement Date.
b. Each insurance policy required in the Sublease shall provide that coverage should not be canceled, except with written notice to the Sublessor. c. Sublessee shall furnish the Sublessor with original certificates of insurance and amendatory endorsements, or copies of applicable policy language effecting coverage required by this Sublease and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates, endorsements and copies or Declarations and Endorsements are to be received and approved before the Commencement Date.

However, failure to obtain the required documents prior to the Commencement Date shall not waive the Sublessee’s obligation to provide them. d. Self-insured. If Sublessee is self-insured, it shall provide certificates or evidence to Sublessor indicating that its insurance meets the levels and requirements as set forth herein above.

20. Personal Property at Risk of Sublessee. All personal property which Sublessee maintains at the Subleased Premises shall be at the risk of Sublessee only.

Except for the grossly negligent, reckless, or unlawful intentional acts of the Sublessor, SCLAA Standard Sublease Page 11 Anduril Buildings 868, 868A, 869 and 835

its agents, employees, guests, or invitees, the Sublessor shall not be liable for any damage to any property of Sublessee or for any damage to Sublessee’s property in moving the same to or from the Subleased Premises.

21. Utilities and Other Services.
a. Payment for Utility Charges. Sublessee shall contract with and pay the applicable provider, whether the provider is the Sublessor or other party, all charges for water, gas, electricity, waste disposal, sewer or other utilities used or supplied upon or in connection with its use of the Subleased Premises and shall indemnify, defend, and hold harmless the Sublessor against any liability on account thereof. Sublessee shall obtain separate metering devices for utility services, as applicable. Sublessee agrees to promptly reimburse the Sublessor upon receipt of invoice, its proportionate share of the actual cost of utility services from any common utility service, which may have been paid by Sublessor. In addition to the amount of the utility bill that the Sublessor may have paid, Sublessee shall pay to Sublessor a three percent (3%) administrative fee for any pass-through billing processed. In no event shall the Sublessor be liable for any interruption or failure in the supply of any such utilities to the Subleased Premises.
b. Consent to Energy Use Data Disclosure. By executing this Sublease, Sublessee hereby consents to disclosure of its energy usage data as required for Sublessor to comply with the California Public Resources Code section 25402.10 and the implementing regulations of the California Energy Commission (20 Cal. Code Regs. Sections 1680 through 1685). Strictly for the purposes of ensuring such compliance, including any required public disclosure of aggregated energy use, Sublessee agrees to provide such energy usage data directly to Sublessor and/or authorizes Sublessor to obtain the required energy usage data directly from Sublessee’s utility providers upon request without the need to execute any further authorizations or consent forms. Sublessee’s consent and authorization is deemed given upon the execution of this Sublease and shall continue to be in effect throughout the Term or any extension thereof.

22. Alterations, Improvements and Additions.
a. Sublessee shall not make any alterations, improvements, or additions to the Subleased Premises (collectively hereinafter the “Improvements”) without the prior written consent of the Sublessor. Sublessor hereby approves the Improvements listed on Exhibit B in concept, but Sublessor reserves the right to review, approve and consent to the actual design and construction of such improvements in accordance with this Sublease. The Sublessor shall own all alterations, improvements, and additions that are affixed to the Subleased Premises without compensation to Sublessee, subject to subsection (b) below. Any personal property belonging to Sublessee may be removed by Sublessee at any time prior to the expiration of the Term of this Sublease, or extension thereof.

SCLAA Standard Sublease Page 12 Anduril Buildings 868, 868A, 869 and 835

b. Once completed, Improvements authorized in writing by Sublessor and/or any specific Tenant Improvements as may be provided for elsewhere in this Sublease, shall not be removed by Sublessee, unless so required by the Sublessor in its sole discretion. At the end of the Term of this Sublease (or upon any earlier termination as may be provided for herein) Sublessor shall have the option to either require Sublessee to remove the Improvements or Tenant Improvements or elect to have such Improvements or Tenant Improvements become the property of Sublessor.

In the case of removal of equipment or fixtures, Sublessee shall restore the area of the Subleased Premises from which such removals are made to its original condition.

Sublessee shall require the issuance of a Faithful Performance Bond and a Payment Bond for any work performed on the Subleased Premises as set forth below:

BOND REQUIREMENTS - A Faithful Performance Bond benefitting the Sublessor in the amount of one hundred twenty-five percent (125%) of the bid amount and a Payment Bond in the amount of one hundred twenty-five percent (125%) of the bid amount. Bonds must be issued by an admitted surety insurer in the State of California. When a contract for constructing Sublessor-authorized Improvements or Tenant Improvements is signed, the successful bidder shall provide, within ten (10) working days, the Faithful Performance and Payment Bonds in the amounts set forth above in this paragraph.

23. Airport Development. The Sublessor, at its sole discretion, shall determine and may from time to time change the routes of surface ingress and egress to and from the Subleased Premises, but agrees to locate such routes as conveniently as may be done for Sublessee, having in mind the reasonable requirements of the Sublessor with respect to the operation of the SCLA. Notwithstanding the above, if the rerouting of such ingress and egress routes significantly disrupts the normal operations of Sublessee such that it results in material financial detriment to Sublessee, then Sublessee shall have the right to terminate this Sublease.

24. Signs. Sublessee shall not post, install, erect, or operate any sign, placard, poster or other device on any part of the Subleased Premises without the prior written permission of the Sublessor. Such signs as may from time to time be permitted by the Sublessor shall be made, posted, maintained and removed, and repair any damage caused by removal, at Sublessee’s own cost and expense. Sublessor shall have the right to remove unauthorized signs at Sublessee’s expense. Sublessee shall be responsible for all costs associated with the purchase and installation of the required Building Standard Suite Signage in accordance with local codes.

25. Liens. Sublessee shall not suffer or permit any liens to stand against the Subleased Premises, or any part thereof, by reason of any work, labor, services, or materials done for, or supplied to Sublessee or anyone holding the Subleased Premises or any part thereof through or under Sublessee. If any such lien shall at any time be filed against the Subleased Premises, Sublessee shall cause such lien to either be discharged of record sixty (60) days after the date that Sublessee receives notice of the SCLAA Standard Sublease Page 13 Anduril Buildings 868, 868A, 869 and 835

filing. Notwithstanding the above, in any bona fide dispute between Sublessee and any third party concerning work done by the third party on or for the Subleased Premises, and as a result of the dispute the third party files a lien against the Subleased Premises, then, in lieu of obtaining the discharge of the lien within the sixty (60) day period, Sublessee, at its option, may either file suit against the third party, a part of the suit being to judicially negate or remove the lien or Sublessee may file an appropriate bond or other device allowed by law to remove the lien.

26. Inspection by the Sublessor. Sublessee shall permit the Sublessor, or its agents, representatives, or employees to enter the Subleased Premises at mutually agreeable, reasonable times for the purpose of inspecting the Subleased Premises to determine whether Sublessee is complying with the terms of this Sublease, for the purpose of doing other lawful acts that may be necessary to protect the Sublessor’s interest in the Subleased Premises, or for the purpose of performing the Sublessor’s duties under this Sublease. Except in the event of an emergency, the Sublessor shall contact Sublessee, no less than twenty-four (24) hours prior to the time that Sublessor desires to enter the Subleased Premises to arrange a mutually agreeable time for the inspection. Sublessor agrees that Sublessee may require that anyone entering the Subleased Premises be accompanied by an employee of Sublessee so long as such escort is reasonably available. Sublessor shall use commercially reasonable efforts to minimize any disruption to Sublessee’s business operations in connection with any such entry.

27. Damage or Destruction of Subleased Premises. Unless occasioned by the negligence or intentionally unlawful act of Sublessee, if, during the Term of this Sublease or any renewal thereof, any portion of the Subleased Premises shall be damaged by fire or other catastrophic event, so as to render such portion of the Subleased Premises untenable, the obligations under this Sublease shall be immediately suspended while such portion of the Subleased Premises remains untenantable. In the event of such damage, the Sublessee shall give Sublessor notice of such untenantable conditions and the Sublessor shall elect in its sole discretion, whether to repair the Subleased Premises or to cancel this Sublease with respect thereto. It shall notify Sublessee in writing of its election within thirty (30) days after such damage. In the event Sublessor elects to repair the Subleased Premises, the work or repair shall begin promptly and shall be carried on without unnecessary delay.

In the event the Sublessor elects not to repair the Subleased Premises or portion thereof, the Sublease shall be deemed canceled as of the date of damage with respect to the applicable portion. Such damage shall not extend the Sublease Term. In the event that insurance proceeds are received by Sublessee under the Property Insurance policy required to be carried by Sublessee, and the Sublease is terminated under this Section, the Sublessor shall be entitled to the portion of such proceeds attributable to the fixtures, improvements, and other property which would remain with the Subleased Premises, and Sublessee shall be entitled to the portion of such proceeds attributed to the fixtures and property on the Subleased Premises which would be removed by Sublessee. Notwithstanding anything in this paragraph to the contrary, if the Subleased Premises are rendered inadequate for Sublessee to conduct its normal operations in or SCLAA Standard Sublease Page 14 Anduril Buildings 868, 868A, 869 and 835

upon the Subleased Premises (or such portion of the Subleased Premises which is still tenantable), and it is reasonably anticipated that the damages shall not be repaired or otherwise resolved, within sixty (60) days of the date the damage occurred, then Sublessee, at its sole and exclusive option, may immediately terminate this Sublease.

Additionally, irrespective of whether Sublessee remains in possession and occupancy of the Subleased Premises or elects to terminate this Sublease, rent payable under this Sublease shall abate during the period that the Subleased Premises are not totally useable by Sublessee. The abatement shall be pro rata in proportion to the ratio that the amount of space which Sublessee is actually able to occupy and from which it is able to conduct operations bears to the total Subleased Premises. Sublessee shall continue to make all other payments during this period, including taxes.

28. Assignment and Subletting.
(a) Sublessee shall not cause, or permit, by operation of law or otherwise, any assignment, encumbrance or transfer of this Sublease or any estate or interest therein without the prior written consent of the Sublessor. (b) Sublessee shall not sublet the Subleased Premises or any part thereof without the prior written consent of the Sublessor. Any consent to a sublease or assignment shall be conditioned upon the proposed subtenant or assignee demonstrating to Sublessor its ability to perform and complete the obligations of Sublessee under this Sublease, a determined by objective standards of financial capability, creditworthiness and experience required for such performance. In addition, if Sublessee’s proposed sublease or assignment arrangement will result in any increased rents or profits accruing to Sublease in excess of the Monthly Base Rent due to Sublessor under this Sublease, such consent shall further be conditioned upon Sublessor receiving fifty percent (50%) of the excess amount thereof. An assignment or subletting shall not relieve Sublessee of any of its obligations or liabilities under this Sublease: both Sublessee and any subsequent assignees will be deemed to be bound hereunder. The Sublessor’s consent to any such assignment, transfer or subletting shall not constitute consent to any further assignment, transfer, or subletting. (c) The provisions of this Section 28 are not intended, nor should they be construed, to prevent Sublessee from allowing such independent contractors onto the Subleased Premises who are involved in Sublessee’s normal operations on the Subleased Premises (such as repair and maintenance personnel, janitorial personnel, and similar personnel). Additionally, nothing in this Section 28 should be construed to prevent subcontractors of Sublessee from conducting their work on the Subleased Premises in conjunction with the normal operations conducted by Sublessee. To the extent that Sublessor must grant its consent for Sublessee’s subcontractors to enter onto the Subleased Premises for the above-described purposes, consent is hereby deemed to be granted.

SCLAA Standard Sublease Page 15 Anduril Buildings 868, 868A, 869 and 835

29. Indemnification. To the fullest extent permitted by law, Sublessee hereby agrees to defend, indemnify and hold harmless Sublessor, the City of Victorville, the Victor Valley Economic Development Authority, the United States Air Force and each of their respective officers, officials, employees, directors, agents, volunteers, independent contractors and assigns (collectively hereinafter the “Indemnified Parties”), from and against any and all claims, actions, suits, proceedings, demands, losses, judgments and costs and expenses, including attorneys’ fees, arising from any legal action or proceeding initiated by any individual or entity arising out of, or resulting from the performance of this Sublease, except for any such claim arising out of the sole negligence or willful misconduct of the Indemnified Parties.

30. The Sublessor’s Environmental Representations.
a. Except as otherwise provided in Section 14 hereof, Sublessee shall not be held responsible or deemed liable by the Sublessor for any hazardous environmental condition on the Subleased Premises, which existed prior to Sublessee’s occupancy of the Subleased Premises.
b. Except as provided in Section 14 hereof, the Sublessor represents that to the best of its actual knowledge, the Subleased Premises are free from any violations of law or regulations pertaining to occupational hazards and environmental conditions or Hazardous Materials as defined in Section 31 of this Sublease. In the event that any hazardous environmental conditions exist on the Subleased Premises as of the Sublease Commencement Date which result in a loss to Sublessee and which were caused by Sublessor, the Air Force or parties or entities within the control of, or under contract with Sublessor, then the Sublessor shall indemnify, defend and hold Sublessee harmless from any costs, expenses, attorney fees or liabilities relating to any claims of such violations or conditions existing prior to Sublessee’s occupancy of the Subleased Premises. Sublessor shall indemnify Sublessee from hazardous environmental conditions or violations caused directly by the Sublessor, its employees, agents, or licensees during or subsequent to the Term of this Sublease. c. Sublessee shall be solely responsible for obtaining at its cost and expense; any environmental permits required for its operation under this Sublease independent of any existing permits.

31. Compliance with Environmental Laws.
a. The words and phrases set forth below shall have the following definitions:

I. “Hazardous Materials” means and includes any material that because of its quality, concentration or physical or chemical characteristics, poses a significant present or potential hazard to human health and safety or to the environment if released into the workplace or the environment. Hazardous Materials include hazardous wastes, toxic substances, petroleum products and motor fuels and similar SCLAA Standard Sublease Page 16 Anduril Buildings 868, 868A, 869 and 835

substances and materials, including all substances and materials defined as hazardous or toxic substances or materials under California Health and Safety Code section 25501(n) or any other similarly applicable state, federal or local law.

II. “Environmental Laws” means and includes the various health and safety laws and regulations of state, federal and local agencies pertaining to the manufacture, use, storage, disposal, release, and reporting relating to Hazardous Materials
b. Following the Commencement Date, Sublessee shall not cause or permit any Hazardous Materials to be used, generated, manufactured, produced, stored, brought upon, or released, on, under or about the Subleased Premises, or transported to and from the Subleased Premises, by Sublessee, its agents, employees, contractors, or invitees in violation of any Environmental Laws. Sublessee shall indemnify, defend, and hold harmless the Sublessor from any damage, cost, expense, liability, fine, or penalty resulting from any unauthorized discharge, emission, spill, storage, release, disposal or use of any Hazardous Materials by Sublessee, its officers, agents, employees, contractors or invitees or any of them. This obligation of Sublessee shall survive the Expiration Date or earlier termination of this Sublease and shall apply whenever the Sublessor incurs cost or liability arising from any use or activity of Sublessee relating to Hazardous Materials during the Term hereof. c. Without limiting the foregoing, if the presence of any Hazardous Materials on, under or about the Subleased Premises caused by Sublessee, its agents, employees, contractors, or invitees results in an unpermitted, unscheduled or unauthorized release or contamination of the Subleased Premises by such Hazardous Materials at any time during the Term or any extension thereof, then Sublessee shall at its sole cost and expense promptly take all actions necessary to return the Subleased Premises to the condition existing prior to the unpermitted, unscheduled or unauthorized release of any such Hazardous Materials on the Subleased Premises. d. Sublessee shall immediately notify the Sublessor of the occurrence of any of the following events: (i) receipt by Sublessee of any correspondence or communication from any governmental entity regarding the application of Environmental Laws to the Subleased Premises or the investigation or enforcement by such governmental entity of any such Environmental Laws in connection with Sublessee’s occupancy or use of the Subleased Premises, and (ii) unpermitted, unscheduled or unauthorized release of any Hazardous Materials on the Subleased Premises which may occur at any time during the Term (or any extension thereof) of the Sublease. e. To the extent Sublessee may conduct any use or activity on the Subleased Premises which includes the use, handling, transport, or disposal of any Hazardous Materials in quantities which exceed the threshold amounts authorized under California Health and Safety Code Section 25507, Sublessee shall, at its sole cost and expense, prepare and submit to the City of Victorville (or designated local Certified Unified Program Agency “CUPA”) for approval, renewal or amendment, as SCLAA Standard Sublease Page 17 Anduril Buildings 868, 868A, 869 and 835

applicable, a Business Plan for the Subleased Premises, as the term “Business Plan” is described under California Health and Safety Code Section 25505. f. Notwithstanding any of the foregoing, in the event Sublessee, its agents, employees, contractors, or invitees, fails to use and maintain the Subleased Premises in accordance with the provisions of this Section 31, Sublessor and/or the City of Victorville (the “City”) shall have the right, but not the obligation, to enter the Subleased Premises and undertake remedial action as necessary in order to ensure that the Subleased Premises are in compliance with all Environmental Laws. In such event, Sublessee shall reimburse Sublessor and/or the City for all reasonable sums incurred by it for such remediation activities for which Sublessee is responsible pursuant to Sections 30 and 31. In such event Sublessor may, in its sole discretion, and not limiting its ability to recover through any other means provided in law or equity, determine to deduct all or a part of such sums due under this section from the Security Deposit.

32. Surrender of Subleased Premises. On the Expiration Date, Sublessee shall surrender and deliver possession of the Subleased Premises to the Sublessor clean and free of debris and in as good condition as it was on the Sublease Commencement Date, reasonable wear and tear excepted.

33. Compliance with Laws. Sublessee shall comply with all applicable Federal, State, and local laws, regulations and standards that are or may become applicable to Sublessee’s activities on the Subleased Premises (hereafter collectively “Laws”, including without limitation the SCLA and FAA Rules and Regulations).

Sublessee agrees to abide by and conform to the SCLA Rules and Regulations, attached hereto as Exhibit D, and incorporated herein by this reference as such may be amended from time to time, and to cause its officers, agents, employees, suppliers, shippers, customers, and invitees to so abide and conform. The Sublessor shall have the right, from time to time, to modify, amend and enforce said rules and regulations. In addition, Sublessee agrees to abide by the Selected FAA Rules and Regulations, attached hereto as Exhibit E and incorporated herein by this reference, as such may be amended from time to time, and to cause its officers, agents, employees, suppliers, shippers, customers, and invitees to so abide and conform. Sublessor shall not be responsible to Sublessee for the noncompliance with said rules by other tenants, their officers, agents, employees, and invitees. The judgment of any court of competent jurisdiction, or the admission of Sublessee in a proceeding brought against Sublessee by any government entity, that Sublessee has violated any such Laws (except where such admission may be the basis for settlement) shall be conclusive as between the Sublessor and Sublessee and shall constitute grounds for declaration of default, breach, forfeiture, and termination of this Sublease by the Sublessor.

SCLAA Standard Sublease Page 18 Anduril Buildings 868, 868A, 869 and 835

34. Defaults.
a. In the event Sublessee should default in the performance of any covenant or condition of this Sublease (excluding the payment of any monthly rent or other amounts due hereunder) and such default is not cured or removed within thirty (30) days after service of written notice upon Sublessee of such default in the performance of any covenants and conditions; then in such event, the Sublessor shall have the right and option to terminate this Sublease, to re-enter the Subleased Premises, to evict Sublessee and to remove Sublessee’s possessions, all without being deemed guilty of any trespass, and without prejudice to any claim for arrears of rent or breach of covenant. Notwithstanding the foregoing, if Sublessee, prior to the expiration of such thirty (30) day period for default diligently commences to cure such default but is unable to do so within the thirty (30) day period, then such period shall be extended for an additional thirty (30) days provided Sublessee continues to make a diligent effort to cure the default.
b. Failure to pay Monthly Base Rent or any other amounts required to be paid to Sublessor by Sublessee when due shall also be deemed a default which Sublessee shall cure such default within ten (10) days after service of written notice. c. Any statutory notice required as part of any eviction action or similar type of proceeding may be included with any notice of default given pursuant to this Section and the Sublessor need not declare a default and have such default remain uncured prior to delivery of such statutory notice.

35. Remedies of the Sublessor. In the event of any breach of the Sublease by Sublessee and the cure periods described in Section 34 hereof have expired, the Sublessor may at any time thereafter, with or without notice or demand and without limiting the Sublessor in the exercise of any other right or remedy which the Sublessor may have by reason of such breach, do any of the following:
a. terminate Sublessee’s right to possession of the Subleased Premises by any lawful means, in which case this Sublease shall terminate, and Sublessee shall surrender possession of the Subleased Premises to the Sublessor.

This may involve the Sublessor filing an unlawful detainer action and receiving a court order for Sublessee to vacate the premises. In any such event, the Sublessor shall be entitled to recover from Sublessee all damages incurred by the Sublessor by reason of Sublessee’s default, including, but not limited to the cost of repairing or restoring damages to the Subleased Premises caused by Sublessee, the cost or removal of Sublessee’s improvements, fixtures and other contents of the Subleased Premises, costs associated with past or future brokerage commissions and marketing expenses and the other costs payable by the Sublessor in connection with the recovery of possession of the Subleased Premises, including but not limited to reasonable attorneys’ fees and court costs, as well as: (a) the worth at the time of award by the court having jurisdiction thereof of the unpaid rent which had been earned at the time of termination; and (b) the worth at the time of award by the court having jurisdiction SCLAA Standard Sublease Page 19 Anduril Buildings 868, 868A, 869 and 835

thereof of the amount by which the unpaid rent for the balance of the Term after the time of such award may exceed the amount of such rental loss for the same period that Sublessee proves could be reasonably avoided; or
b. pursue any other remedy now or hereafter available to the Sublessor under the laws or judicial decisions of the State of California.

36. Default of Sublessor. In the event Sublessor should default in the performance of any covenant or condition of this Sublease and such default is not cured or removed within thirty (30) days after service of written notice of default upon Sublessor, then, Sublessee shall have the right and option to terminate this Sublease.

If Sublessor, prior to the expiration of such thirty (30) day period for a default, diligently commences to cure such default, but is unable to do so within the thirty (30) day period, then such period shall be extended for an additional thirty (30) days provided Sublessor continues to make a diligent effort to cure the default. In the event of an uncured default Sublessee shall have all remedies available at law or in equity for any default or breach of this Sublease by the Sublessor.

37. Force Majeure-Unavoidable Delays. If the performance of any act required by this Sublease to be performed by either Party is prevented or delayed by reason of an act of God; strike; lockout; labor disputes; inability to secure materials; unreasonably restrictive governmental laws or regulations; or any other cause except financial inability that is not the fault of the Party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. However, nothing contained in this Section shall excuse the prompt payment of rent by Sublessee as required by this Sublease or the performance of any act rendered difficult solely because of the financial condition of the Party required to perform the act.

38. Notices. Any and all notices or demands required or permitted to be given hereunder must be personally delivered or be mailed by registered or certified mail, return receipt requested, or sent by a nationally recognized overnight courier, addressed as follows:

To the Sublessor:

With copies to:

Southern California Logistics Airport Authority
18374 Phantom West
Victorville, CA 92394
Attn: Airport Director
Green de Bortnowsky, LLP
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301
Attn: Andre de Bortnowsky, Esq.

SCLAA Standard Sublease Page 20 Anduril Buildings 868, 868A, 869 and 835

To the Sublessee: Anduril Industries, Inc.
1400 Anduril
Costa Mesa, CA 92626
Attn: Babak Siavoshy
or at such other address or addresses that either Party may hereafter designate in writing to the other. Any notice or demand which is mailed by registered or certified mail as provided above shall be deemed to be effective and given for all purposes three (3) business days following the time of deposit thereof in the United States mail.

39. Miscellaneous.
a. One or more waivers of any provision of this Sublease by the Sublessor shall not be construed as a waiver of a subsequent breach of the same provision and the Sublessor’s consent or approval shall not be deemed to waive or render unnecessary the Sublessor’s consent or approval to or of any subsequent or similar act by Sublessee.
b. If either Party to this Sublease shall bring any action for any relief against the other, declaratory or otherwise, to enforce the terms hereof or to declare rights here under (collectively, an Action), the losing Party shall pay to the prevailing Party attorneys’ fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a Decision) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether such Action is prosecuted to a Decision. Any Decision entered in such Action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such Decision. The court may fix the amount of reasonable attorneys’ fees and costs on the request of either Party. For the purposes of this paragraph, attorneys’ fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions and collection actions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. “Prevailing Party” within the meaning of this paragraph includes, without limitation, a Party who agrees to dismiss an Action upon the other Party’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought by it. Nothing contained in the Section shall be interpreted to mean that Sublessor has agreed to arbitrate any dispute which may arise hereunder.
c. This Sublease can be modified, supplemented, amended, or rescinded only by a writing expressly referring to this Sublease and signed by authorized representatives of the Parties.
d. If any provision of this Sublease or any application thereof shall be invalid or unenforceable, the remainder of this Sublease and any other application of such provision shall not be affected thereby. Unless otherwise expressly provided herein, any approval or consent of Sublessor required hereunder shall not be SCLAA Standard Sublease Page 21 Anduril Buildings 868, 868A, 869 and 835

unreasonably withheld or delayed. This Sublease shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the Parties hereto. The Section headings in this Sublease are for purposes of reference only and shall not limit or define the meaning hereof.
e. This Sublease contains the entire understanding and agreement of the Parties, supersedes all prior understandings and agreements, and cannot be changed orally. This Sublease shall be construed in accordance with the laws of the State of California. Time is of the essence.
f. Any conflict between the printed provisions, exhibits, or addenda of this Sublease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions provided such typewritten or handwritten provisions are initialed by both Parties.
g. This Sublease shall be of no force or effect unless executed by both Parties. Each person executing this Sublease for the respective Parties expressly represents and warrants that he or she has the authority to enter into leases on behalf of and bind the entity on whose behalf this Sublease is executed. h. This Sublease 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 the same instrument.
[END OF THIS PAGE – SIGNATURES FOLLOW]
SCLAA Standard Sublease Page 22 Anduril Buildings 868, 868A, 869 and 835

IN WITNESS WHEREOF, the Parties have executed this Sublease as of the day and year first written above.

SUBLESSEE:

ANDURIL INDUSTRIES, INC.
_______________________________
Babak Siavoshy
_____________________
Date
Chief Financial Officer
SUBLESSOR:

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (“SCLAA”) __________________________
Keith C. Metzler
_____________________
Date
Executive Director
ATTEST:
__________________________
Jennifer Thompson
_____________________
Date
SCLAA Secretary
APPROVED AS TO STANDARD FORM:
________________________
Andre de Bortnowsky
SCLAA Legal Counsel
_____________________
Date

RISK MANAGER
__________________
Sandra Bostick
_____________________
Date
SCLAA Standard Sublease Page 23 Anduril Buildings 868, 868A, 869 and 835

EXHIBIT A

DESCRIPTION OF SUBLEASED PREMISES
The Subleased Premises include the following: Building 868, comprised of approximately Eight Thousand Forty-One (8,041) square feet which includes approximately Five Thousand Four Hundred Sixty (5,460) square feet of hangar space, approximately Two Thousand Twenty-One (2,021) square feet of hangar support space and approximately Five Hundred Sixty (560) square feet of storage space located at the SCLA at 18900 Alert Road, Victorville CA 92394, as depicted on Exhibit A-1, and; Building 868A, comprised of approximately Two Thousand Eight Hundred Eighty (2,880) square feet of office space located at the SCLA at 18900 Alert Road, Victorville CA 92394, as depicted on Exhibit A-2, and;
Building 869 comprised of approximately Nine Thousand Six Hundred (9,600) square feet of hangar space located at the SCLA at 18904 Alert Road, Victorville CA 92394; as depicted on Exhibit A-3, and;
Building 835 comprised of approximately One Thousand Six Hundred Eighty-Four (1,684) square feet of maintenance shop space located at the SCLA at 18902 Alert Road, Victorville CA 92394; as depicted on Exhibit A-4, and; The Right of Use Area, on a non-exclusive basis, of approximately Two Hundred Thirteen Thousand Eight Hundred and Seventy-Eight (213,878) square feet as depicted in red outline on Exhibit A-5 as “Right of Use Area”, with the improvements thereon.

SCLAA Standard Sublease Page 24 Anduril Buildings 868, 868A, 869 and 835

EXHIBIT BTENANT IMPROVEMENTSSubject to the terms and conditions of the Sublease, Sublessor and Sublessee herebyaffirm and acknowledge that the following items of work shall represent the TenantImprovements contemplated for Building 868, 868A, 869 and 835 within this Sublease.The Tenant Improvements must be approved in writing by Sublessor prior to any workbeing performed.

Location Description NotesBuildings 868, Electrical Improvements As needed.868A, 869 and 835 Where needed.Buildings 868,868A, 869 and 835Buildings 868, Plumbing Improvements
Mechanical Improvements
Additional Restrooms
As needed.Where needed.As needed.
868A, 869 and 835 Where needed.Buildings 868, As needed.868A, 869 and 835Buildings 868, Where needed.As needed.

Cosmetic Enhancements868A, 869 and 835 Where needed.Building 869 Structural Improvements and/orReinforcements As needed.Where needed.Buildings 868,868A, 869 and 835
Other related improvements as approved bythe Airport Director.

SCLAA Standard Sublease Page 25 Anduril Buildings 868, 868A, 869 and 835

EXHIBIT CUSE AND CONDITION OF SUBLEASED PREMISESThe use of the Subleased Premises shall include aircraft assembly, maintenance,alteration, calibration, storage, and preparation for testing in support of Lessee’s Group5 autonomous air vehicle program, an autonomous jet powered aircraft.Vehicle parking is depicted in yellow outline on Exhibit A-5 and is adjacent to Building869 and Buildings 868 and 868A. Maximum height for any object near Object FreeZone is forty (40) feet. Recommended entrance to Building 869 is through the hangardoor on the north side of the building.Sublessee’s storage and ground-based operations shall not penetrate any FAR Part 77surfaces. Sublessee shall adhere to the Object Free Zone, which begins Seventy (60)feet from edge line, as depicted on Exhibit A-5.The condition of the Subleased Premises shall be established resulting from a walk-through inspection attended by both Sublessor and Sublessee prior to the dateSublessee takes possession. The findings of this walk-through inspection shall bememorialized at the time of the walk-through via the SCLA Property Lease Checklist.

SCLAA Standard Sublease Page 26 Anduril Buildings 868, 868A, 869 and 835

EXHIBIT DSCLA RULES AND REGULATIONS
SCLAA Standard Sublease Page 27 Anduril Buildings 868, 868A, 869 and 835

Southern CaliforniaLogistics AirportRules and Regulations AmendedApril 17, 2007

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS RULES AND REGULATIONS FOR THE USERS OF SOUTHERN CALIFORNIALOGISTICS AIRPORT; ESTABLISHING FEES FOR THE VARIOUS USES;DEFINING TERMS; PROHIBITING OR LIMITING CERTAIN ACTIVITIES; FIXINGPENALTIES FOR VIOLATIONS; AND PROVIDING FOR AMENDMENTS TOTHESE RULES AND REGULATIONS AS MAY BE NEEDED FROM TIME TO TIME SECTION 1. SHORT TITLE:1.1 These Rules and Regulations shall be referred to as the Southern CaliforniaLogistics Airport (SCLA) Rules and Regulations. It may be amended by amajority vote by the Board of the Southern California Logistics AirportAuthority (SCLAA).SECTION 2. APPLICABILITY:2.1 These Rules and Regulations apply equally to every Airport User. The AirportOperating Manual or Specifications, as applicable, adopted in accordance withFAR Part 139, and the Airport Policies and Procedures Manual are herebymade by reference a part of these Rules and Regulations.

SECTION 3. RESPONSIBILITIES:3.1 Management: It shall be the responsibility of the Airport Director to fairly andimpartially administer these Rules and Regulations.3.2 Users: It shall be the responsibility of every Airport User, pilot or other, tobecome familiar with the SCLA Rules and Regulations and to obey thoseRules and Regulations. Current copies of these Rules and Regulations will bemaintained reflecting any amendments and will be posted at the SCLAAdministrative Office and at Million Air. Additional copies will be provided bythe SCLA Airport Director through the SCLA Administrative Office to anyAirport User who requests such copy.

SECTION 4. DEFINITIONS:For the purposes of these Rules and Regulations, the following definitions andmeanings shall apply unless otherwise specified:4.1 “Air Operations Area” or “AOA” means the area upon which aircraft are able tooperate and includes the runways, taxiways, taxi lanes, apron area, and thevehicle and personnel gates that lead to these areas.4.2 “Air Carrier” means any person who undertakes directly, by lease, or otherarrangement, to engage in air transportation of persons or things. An “AirCarrier” operates in various categories, under authority or certification by theFAA and holds a current FAA certificate to transport air passengers orproperty for hire. Pg.1 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.3 “Aircraft” means a device that is used, or is intended to be used, for flight inthe air. “Aircraft” includes airplanes, helicopters and gliders, and lighter thanair devices such as blimps or balloons, but does not include hang gliders.4.4

4.5 “Aircraft Owner” shall mean a Person who holds title to an Aircraft.“Aircraft Operator” shall mean the Person who is operating or controlling anAircraft while said Aircraft is on Airport property.4.6

4.7 “Aircraft Storage” shall have the same meaning as “Stored Aircraft”.“Airport” means the SCLA, its buildings and facilities, all lands owned and orcontrolled by the SCLAA contiguous to the airport, including airspace abovesuch land and the designated approaches thereto.4.8

4.9 “Airport Director” means that person so appointed by the SCLAA or hisdesignated representative.“Airport Master Security Program” or “Airport Security Program” means theSecurity Program, which is the responsibility of an Airport Operator pursuantto TSA 1542.4.10 “Airport Operations and Security Department” or means the AirportOperations and Security Department of the Southern California LogisticsAirport.4.11 “Airport Security Areas” or “Secure Areas” means Air Operations Areas,roadways, and common Air Carrier areas within terminal facilities (i.e.baggage makeup areas), excluding exclusive leasehold structural areas, towhich public access is limited or denied under Airport Master SecurityProgram.

4.12 “Airport Security Coordinator” or “ASC” means an individual appointed by theAirport Director, charged with the responsibility to implement and enforce theAirport Master Security Program, employed by the City of Victorville and underthe direction of the Airport Director, or the Airport Security Coordinator’sdesignated representative.

4.13 “Airport Tenant” means an individual, partnership, corporation or otherbusiness entity, and its agents, employees, representatives, and subtenantswhich occupies or controls all or part of Airport areas, buildings or otherfacilities which they lease from the Southern California Logistics AirportAuthority. Pg.2 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.14 “Airport Tenant Security Program” shall have the same meaning as set forthin TSA1542.113, entitled “Airport Tenant Security Programs.”4.15 “Airport User” means any Person who uses the Southern CaliforniaLogistics Airport, including but not limited to, Airport Tenants andsubtenants, Fixed Base Operators, Air Carriers, Aircraft Owners, AircraftOperators, Commercial Operators, passengers, and their employees,agents, representatives, agents, successors and assigns.

4.16 “Authorized Person” means an individual authorized with a PersonnelIdentification Badge issued by the Airport Security Coordinator, or hisdesignated representative, to have unescorted access authority to AirportSecurity Areas.4.17 “Air Traffic” means Aircraft operating in the air or on an Airport surface,exclusive of loading ramps or parking areas.4.18 “Air Traffic Clearance” means an authorization issued by Air Traffic Controlpersonnel for an Aircraft to proceed under specified traffic conditions withincontrolled airspace.4.19 “Air Traffic Control” or “ATC” shall mean the Air Traffic Control of theSouthern California Logistics Airport.4.20 “Airworthy Condition” means a condition wherein an Aircraft can take flightunder its own power. See definition of “Non-Airworthy Aircraft” below.4.21 “Autorotation” means a rotorcraft flights condition in which the lifting rotor isdriven entirely by action of the air when the rotorcraft (helicopter) is inmotion.4.22 “Balloon” means a lighter-than air aircraft, which is not engine-driven.4.23 “Based Aircraft,” means Aircraft that are parked on the Airport for thirty (30)days or longer and are not part of an aircraft storage program.4.24 “Ceiling” means the height above the earth's surface of the lowest layer ofclouds or obscuring phenomena, that is reported as “broken,” “overcast,” or“obscuration,” and is not classified “thin” or “partial”.4.25 “City” means the City of Victorville.4.26 “Commercial Operator” means any Person who, for compensation or hire,engages in the carriage of persons, property, or mail in air commerce, orengages in other aerial activity such as flight instruction, aerial photography,fire fighting, agricultural aviation activities, or traffic surveillance.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.27 “Criminal History Records Check (CHRC)” means a fingerprint-basedcriminal history records check as described in 49 CFR § 1542.4.28 “Commercial Use” means use of SCLA for revenue-producing commercialactivities.4.29 “Dismantled Aircraft” means an Aircraft which has been disassembled to apoint where it is not reasonable to assume that said Aircraft can bereassembled and placed in an Airworthy Condition.4.30 “Driving Permit” means a permit issued by the Airport Director or hisdesignee in order for an Individual to operate a Vehicle on the Airport.4.31 “Escort” means an Authorized Person or Authorized Personsaccompanying, monitoring, directing and controlling the actions of anIndividual or Individuals who are not displaying Personnel IdentificationBadges, and/or who are not otherwise Authorized Persons, within AirportSecurity Areas. The Authorized Person(s) performing an Escort must bedisplaying valid Personnel Identification Badges, must be accompanying theIndividual or Individuals for performance of direct job duties and mustensure that those Individuals who are being escorted remain within sightand sound at all times.

4.32 “Executive Director” means the Executive Director of the Southern CaliforniaLogistics Airport Authority.4.33 “FAA” means the Federal Aviation Administration of the United StatesGovernment or any federal agencies succeeding to its jurisdiction.4.34 “Fixed Base Operator” means any Person who rents, leases, or ownsfacilities located on SCLA, who by virtue of his specific type of aviation oraviation related activity, requires the occupancy of a site with contiguousaircraft apron and direct access to the Aircraft Operation Area, and whoengages in a business activity providing aviation sales or service, includingbut not limited to any of the following:

1. Selling and/or servicing new and used Aircraft andcomponent parts;2. Aircraft maintenance and repairs;

3. Sales and/or repair of avionics;

4. Aviation training (including ground or flight instruction);

5. Aerial photography; Pg.4 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

6. Air ambulance service;7. Aircraft agricultural operations (crop dusting, spraying, or theapplication of seed, fertilizers, pesticides, defoliants, etc);8. Aircraft rental, charter, leasing;

9. Aircraft Storage;10. Fuel and oil sales and servicing; and11. Aircraft servicing or ground handling including cargohandling, baggage handling, lavatory service, water service,air starts, ground power, or other elements related to aircrafthandling.4.35 ”Flight Visibility” means the average forward horizontal distance from thecockpit of an Aircraft in flight, at which prominent unlighted objects may beseen and identified by day, and prominent lighted objects may be seen andidentified by night.4.36 “Ground Visibility” means prevailing horizontal visibility near the earth'ssurface.4.37 “Helicopter” means a rotor driven aircraft (rotorcraft) that, for its horizontalmotion, depends primarily on its engine-driven rotors.4.38 “IFR” means Instrument Flight Rules covering meteorological conditions belowthe minimums for flight under visual (VFR) conditions.4.39 “Individual” means a natural person.4.40 “Maintenance” means inspection, overhaul, repair, preservation, and thereplacement of parts, including preventive maintenance.4.41 “Movement Area” means the runways, taxiways, and other areas of theAirport, which are utilized for taxiing, takeoff, and landing of Aircraft. TheMovement Area does not include parking and loading ramps. Entry into theMovement Area requires ATC approval.4.42 “Night” means the time between the end of evening civil twilight and thebeginning of morning civil twilight as published in the American Air Almanac,converted to local time.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.43 “Non-Airworthy Condition” means when an Aircraft cannot take flight under itsown power as a result of being in disrepair or in the process of beingdisassembled.4.44 “Notice of Violation” means a written notification of non-compliance with theseRules and Regulations, issued by the Airport Director or his designatedrepresentative.4.45 “Person” means an individual, firm, partnership, corporation, company,association, joint-stock association, or governmental entity, and includes atrustee, receiver, assignee, or similar representative of any of them.4.46 “Personnel Identification Badge” means a Personnel Identification Badgeissued to an Individual by the Southern California Logistics Airport forpurposes of granting that Individual unescorted access authority to theRestricted Area.4.47 “Ramp” means an improved surfaced area reserved exclusively for theparking and taxiing of Aircraft.4.48 “Restricted Area” means all areas or facilities accessible only by AuthorizedPersons or Persons under Escort, and including all Ramp areas and theAircraft Operations Area (AOA).4.49 “Roadway” means that portion of an area improved or designed or ordinarilyused for vehicular travel. A roadway on the Airport Operations Area is called avehicle service road (“VSR”).4.50 “Runway” means an improved surfaced area reserved exclusively for thelanding and taking off of Aircraft.4.51 “Scheduled Air Carrier” means any Person providing scheduled passenger orcargo service from the Airport in accordance with a published schedule andhaving at least one scheduled departure per day, or no less than fivescheduled departures per week, and operating under authority of the FederalAviation Administration and the Airport.

4.52 “Security Perimeter” means the portion of the Airport that is enclosed byfencing, walls or other barriers, and to which access is controlled throughdesignated entry points.4.53 “SCLA” means Southern California Logistics Airport.4.54 “SCLAA” means Southern California Logistics Airport Authority.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.55 “Security Devices” means equipment installed or placed by or under thedirection of the Southern California Logistics Airport Authority, or designatedrepresentative, to monitor or control entrances to and exits from AirportSecurity Areas. “Security Devices” include, but are not limited to, bells, sirens,communication equipment, locks and corresponding keys, emergency exits,electronic access control and other security equipment.

4.56 “Security Identification Display Area” or “SIDA” shall have the same meaningas set forth in TSA1542.205. Before being granted unescorted access to theSIDA, Individuals must undergo a Criminal History Record Check andemployment history verification.4.57 “Security Screening Area” means an access point, including entrances andexits, to the Airport Security Areas, Secure Areas and the Sterile Areas, whereVehicles, equipment, Individuals, and belongings are inspected prior toentrance.4.58 “Sterile Area” means an area to which access is controlled by the inspection ofIndividuals and property in accordance with FAA and TSA requirements.4.59 “Stirling Airport International” or “SAI” means SCLA’s development partner.4.60 “Stored Aircraft” means aircraft that are parked at/on airport property and arepart of an aircraft storage program.4.61 “Taxiway” means an improved surfaced area reserved exclusively for use byaircraft to proceed to and from ramp and runway areas.4.62 “Traffic Pattern” means the traffic flow that is prescribed for aircraft landing ator taking off from SCLA.4.63 “Unnecessary Noise” means any engine noise that is greater than the levelproduced when the engines are at idle except when required for taxiing of theaircraft, takeoff or landings.4.64 “Vehicle” means every device in, upon or which any Individual or property is ormay be transported or drawn upon a roadway, excepting devices moved byhuman power or used exclusively upon stationary rails or tracks. A bicycleshall be considered a vehicle under all portions of these Rules andRegulations, which govern right-of-way.

4.65 “Vehicle Owner” means a person who holds the legal title of a vehicle.

4.66 “Vehicle Service Road” or “VSR”. (See Roadway.)4.67 “VVEDA” means the Victor Valley Economic Development Authority.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4.68 “VFR” means Visual Flight Rules covering meteorological conditions, abovethose requiring flight under IFR conditions.4.69 “Word Construction”: The following construction applies throughout theseRules and Regulations:1.

2. 3.

Words importing the singular include the plural,Words importing the plural include the singular; and,Words importing the masculine gender include thefeminine and the neutral gender.SECTION 5. NECESSITY:5.1 These Rules & Regulations are enacted to protect the health, safety andpeace, and to promote the welfare and convenience of the general public usingSCLA, or affected by activities related to the Airport by providing for the orderlyconduct of activities on, or related to, the Airport. The use of the Airport or anyof its facilities in any manner shall create an obligation on the part of the AirportUser to obey all of the rules and regulations herein provided.

SECTION 6. BASED AIRCRAFT:6.1 Any Person desiring to base an Aircraft at SCLA shall register such Aircraft atthe Airport Operations and Security Department as soon as possible but notlater than 24 hours after the arrival of the Aircraft. If a change in ownershipoccurs while the Aircraft is based at the Airport, the new Aircraft Owner shallre-register the Aircraft with the Airport Operations and Security Department,again, no later than 24 hours after the change in ownership occurred.

6.2 Except as specifically set forth in an Airport land or facility sublease, Aircraft ina Non-Airworthy Condition shall not be permitted to remain on the Airport inexcess of five (5) days without the express prior written permission of theAirport Director. Such Aircraft shall be removed from the Airport or stored atthe Aircraft Owner’s expense.

SECTION 7. AIRCRAFT STORAGE AND PARKING:7.1 Aircraft shall only be stored or parked at places as set forth in such Person’ssublease or as may be authorized by the Airport Director, and such storage orparking shall be at the sole risk of the Aircraft Owner and/or Aircraft Operator,and without any responsibility to SCLAA, VVEDA or Stirling AirportInternational, or any of their officers, employees, agents or representatives, forany loss of, or damage to the Aircraft while so stored or parked. The AircraftOwner and/or the Aircraft Operator shall be responsible for the tying-downand/or securing of his Aircraft. The Aircraft Owner and/or Aircraft Operatorshall likewise be responsible for any liability arising from or caused by his Pg.8 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Aircraft or his activities. All Airport Tenants desiring to store Aircraft at SCLAmust notify the Airport Director in writing prior to the Aircraft arriving at SCLA.SECTION 8. COMMERCIAL ACTIVITY:8.1 No Person shall utilize SCLA for any revenue-producing commercial activitieswithout the express written permission of SCLAA or its designatedrepresentative, and obtaining a City of Victorville Business License for suchactivities, and paying the fees and charges established for such use orlicense.

SECTION 9. AIRPORT FEES:9.1 Funding for Airport operations and capital improvements is derived throughvarious types or classes of Airport User Fees. Airport User fees arespecifically established to compensate the Airport for the use, maintenanceand repair of Airport facilities, as well as to minimize the need for on-goinggeneral taxpayer support.

9.2 9.3
A schedule of rates and charges for the use of the Airport and its facilities maybe found as Attachment A to these Rules and Regulations.Any Aircraft Owner or Aircraft Operator who fails to pay any fee duly chargedfor Aircraft owned or controlled by him shall have such Aircraft subject toimpounding until the fees are paid, along with any impound fees, or until theAircraft is sold for charges.SECTION 10. HOURS OF OPERATION:10.1 SCLA shall be open for public use at all hours of the day and night, subject toany restrictions imposed by the Airport Director due to inclement weather,condition of the landing area, presentation of special events, construction orrepair activities, or similar causes. The control tower is open 24 hours a day,7 days a week. The Airport is attended from 6:00 A.M. to 10:00 P.M. daily byMillion Air. Services may be obtained from Million Air during said hours attelephone number (760) 246-7794 or UNICOM (122.85 MHz).

SECTION 11. UNATTENDED AIRCRAFT:11.1 No Aircraft shall be left unattended on the Airport unless properly secured orwithin a hangar. Aircraft Owners and/or Aircraft Operators of Aircraft left sounattended shall be liable for damage to other Aircraft or property resultingfrom the failure to adequately secure or tie down the Aircraft.

SECTION 12. MAINTENANCE:12.1 Unless otherwise authorized by the Airport Director, or specified as a permitteduse in an Airport facility or land sublease, no Aircraft or Vehicle maintenance,other than that which is required to remove damaged Aircraft from the Runwayor Taxiway(s), or that which is necessary to replace a flat tire, shall be Pg.9 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS performed at SCLA except in areas specifically designated by the AirportDirector for that purpose.SECTION 13. EQUIPMENT REQUIREMENTS:13.1 Every Aircraft using SCLA shall be equipped with a fully functional, two-wayradio, except when operating into or from the Airport under an FAA waiver forradio maintenance. The ATC frequency is 118.35 MHz and the groundcontrol frequency is 124.45 MHz. Weather and traffic advisories arebroadcast on 109.40 MHz. No fixed-wing Aircraft equipped with a tailskidshall operate on any paved surface of SCLA.

SECTION 14. ACCIDENTS:14.1 Every Person involved in, or witnessing an Aircraft operating accident on theAirport shall report promptly the details of such accident to the Airport Director,ATC, or FAA.14.2 In addition, the Aircraft Owner and/or the Aircraft Operator, including pilot,shall report fully to the California Division of Aeronautics the details on anyaccident in which there is death or injury, or in which damage to the propertyof others exceeds $400.00.14.3 The Aircraft Owner and/or the Aircraft Operator of an Aircraft which isdamaged or wrecked in an accident shall be responsible for the promptremoval of the Aircraft as directed by the Airport Director.14.4 Where the Aircraft Owner and/or Aircraft Operator of an Aircraft which isdamaged or wrecked in an accident is unable to arrange for removal of suchdisabled or wrecked Aircraft, the Airport Director shall have the authority tomove, or arrange the removal of, the Aircraft when released (if applicable) bythe FAA or the National Transportation Safety Board (NTSB).

14.5 No liability shall be incurred by the SCLAA, SAI, VVEDA, the Airport Directoror any of their officers, employees, agents, successors and assigns, fordamage aggravated by, or resulting from, removal of an Aircraft pursuant toSection 14.4 of these Rules and Regulations.SECTION 15. NOISE:15.1 No Person shall operate any Aircraft in flight or on the ground in such amanner as to cause Unnecessary Noise as determined by applicable Federalor State or local laws and regulations.SECTION 16. RESTRICTED AREAS:16.1 Restricted Areas include those areas leased to the Army National TrainingCenter, Advanced Unmanned Systems-Concept Exploration, SouthernCalifornia Aviation, Victorville Aerospace LLC, Army Reserve, or other areathat has direct access to the AOA. No Person shall enter any Restricted Area Pg.10 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS except (a) employees or invitees of the leaseholder, (b) Persons dulyauthorized by the Airport Director, including, but not limited to, AuthorizedPersons who have received Personnel Identification Badges, or (c) securityor fire-fighting personnel.16.2 Every Person who has access to a restricted area shall close and lock thedoor, gate or other device immediately after it has been used unless it isunder surveillance of a Person who is responsible for controlling entry atthat access point.16.3 Every Airport Tenant whose premises have total or limited access to anyRestricted Areas shall prevent access to the Restricted Areas by Personswho are not authorized to have such access.16.4 The Airport Director’s staff is authorized to close and lock any door, gate orother device permitting access to a Restricted Area that is found open orunlocked and unattended.16.5 Every Person to whom a key, code or access device has been issued by theAirport Security Director, or his designated staff, shall use the key, code oraccess device to enter a Restricted Area only in accordance with anyconditions of issuance and only at Restricted Area access points.

16.6 Except where authorized by the Airport Director and subject to anyconditions of issuance, no Person shall:1. Loan or give to another Person a key, code or accessdevice issued to him; or2. Have possession of, or use for any purpose, a key, code oraccess device that was issued to him by a Person nothaving authority to do so.SECTION 17. ANIMALS:17.1 No Person shall willfully and knowingly allow or permit any animal owned,possessed, or harbored by him to enter the Airport unless the animal isleashed or restricted in such manner as to be under control, or is in a shippingcontainer, or is otherwise under physical restraint, nor shall any Person allowor permit such animal except “special assistance animals” (i.e. guide dog) toenter any Airport building without the approval of the Airport Director.

SECTION 18. ACCESS TO RUNWAYS AND TAXIWAYS:18.1 No Person shall enter upon any Runway or Taxiway, or the movement area asdefined by FAA, without the express consent of the Air Traffic Control Towerrepresentative. Pg.11 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS SECTION 19. STARTING ENGINES:19.1 No Person shall start any Aircraft engine at SCLA:1. Unless a competent operator is at the controls;2. Unless the Aircraft is equipped with adequate brakes fully applied orthe wheels are securely blocked with blocks or chocks that can beremoved safely (Skid equipped helicopters do not have brakes orchocks);3. When the Aircraft is in such a position that the propeller slipstreamor jet blast can cause damage to, or interfere with the operation of,other Aircraft, Vehicles, mobile equipment, hangars, shops, otherbuildings, or can cause injury to passengers, spectators, or otherpersonnel; and

4. When the Aircraft is within 50 feet of any building without priorwritten consent.SECTION 20. ENGINE RUN-UPS:20.1 No Person shall conduct an aircraft engine run-up beyond idle anywhere onthe Airport other than in areas designated by the Airport Director (with theexception of helicopters, which routinely operate with engines beyond idle aspart of normal operations).20.2 Persons who want to conduct an engine run-up beyond idle shall first callATC on the ground control frequency, 124.45 MHz, and request clearance toone of the two engine run-up areas. ATC will advise the Airport User, giventhe current wind direction, to proceed to one of two designated engine run-upareas.

20.3 ATC will make the final determination of which engine run-up area shouldbe used.20.4 The Person requesting the engine run-up beyond idle will conduct theengine run-up in the area designated by ATC and he shall exercise thenecessary caution to ensure no damage is created by the engine run-up.SECTION 21. TAXIING:21.1 Only those personnel that have training and are qualified to taxi a particulartype of Aircraft are permitted to taxi Aircraft at SCLA.21.2 No Person shall taxi any Aircraft into, out of, or within any hangar or otherbuilding on or adjacent to the Airport.21.3 No Person shall taxi any Aircraft across the double yellow lines on the edge ofTaxiways and the apron.

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21.4 Nor shall any Person move any Aircraft under its own power on the Airportunless that Person is in full control of such aircraft, and has assured himselfthat there is no danger of collision with other Aircraft, Vehicles, equipment,buildings, or other obstacles. Aircraft shall be taxied at a safe speed.

SECTION 22. DUMPING REFUSE:22.1 No Person shall place, deposit, or dump any garbage, cans, bottles, papers,ashes, sewage, carcass of any dead animal, offal, trash rubbish, debris or anyother refuse in any location on the Airport except in containers designed forsuch purposes.SECTION 23. FIREARMS:23.1 No Person shall shoot any projectile from a firearm or other device, into, on, oracross any portion of the Airport, nor have in his possession, or under hiscontrol, any firearm which is not unloaded and securely wrapped and boxedfor shipment, or explosive or explosive device; provided,

23.2 However, that this Section does not apply to peace officers, military personnel,or Airport security guards who are acting in the performance of their duties assuch. Firearms on Airport property are pre-coordinated with ASCs whenpossible.SECTION 24. TRAFFIC PATTERN:24.1 Every Aircraft before landing and after takeoff shall be flown as directed byATC.SECTION 25. TAKE-OFFS AND LANDINGS:25.1 No aeronautical activity shall be conducted at SCLA except in conformancewith current Federal Aviation Regulations, State of California law andregulations, and these Rules and Regulations.25.2 All initial takeoffs shall commence at the end of the Runway unless cleared bythe ATC Tower.25.3 Due to the complex mix of Aircraft that utilize SCLA, there is need to limitthose type of aircraft and aerial activities that represent a potential hazard tonormal flight operations. The following aircraft and aerial activities arerestricted from operating at SCLA except in emergency situations or withprior approval of the Airport Director:

1. Hot Air Balloons;

2. Hang Gliders;

3. Parachutists; Pg.13 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

4. Radio Controlled Aircraft;

5. Ultra Light Aircraft;6. Gliders; and7. Motorized Lighter than Air Aircraft.SECTION 26. AIRCRAFT FUELING AND DEFUELING:26.1 In accordance with the regulations from the National Fire ProtectionAssociation (NFPA), Uniform Fire Code (UFC), and the Department ofTransportation (DOT) the following rules and regulations must be observedwhile fueling aircraft:26.2 All fuel servicing must be done outside of any building or hangar. (NFPA407 3-10).26.3 Aircraft shall be located a minimum of fifty (50) feet away from any buildingopenings, doors, windows, etc.26.4 During fuel handling, no passenger shall be permitted in or on the Aircraftunless a cabin attendant is stationed at or near the cabin door.26.5 Fueling shall not be done while an on-board engine is operating (“hotfueling”) without the permission of the Airport Director and then, it shall onlybe permitted when representatives of the Fire Department are standing by.Exception is allowed for A.P.U. operation on large aircraft. (NFPA 407 3-5.1)

26.6 Equipment other than Aircraft service equipment shall not be permittedwithin fifty (50) feet of an Aircraft during fueling or defueling. (NFPA 407 3-5.1)26.7 No open flames, smoking, battery chargers, or any material or device whichis likely to cause a spark shall be in use within fifty (50) feet of an Aircraft orfueling truck during fueling or defueling operation. (NFPA 407 3-7, 3-8).Exception is allowed for Ground Power Units.26.8 All hoses, funnels and appurtenances used in fueling or defueling activitiesshall be equipped properly with grounding and bonding devices to preventpossible static ignition of volatile liquids or vapors. Such grounding andbonding devices shall be used during all fueling and defueling activities.

26.9 Refueling vehicles, fuel hoses and defueling equipment shall be maintainedin a safe, sound, operational and non-leaking condition.

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26.10 Gravity (hand) fueling may not be accomplished with any container having acapacity greater than five (5) US gallons. (NFPA 407 3-2.3)26.11 All portable fuel containers must be approved and marked so as to identifythe product contained therein. (UFC)26.12 Any fuel transported by privately owned vehicles, not specifically designedfor the transport of flammable liquids and appropriately placarded, arelimited to a maximum of 20 U.S. gallons in an approved and markedcontainer. (DOT and UFC)26.13 Portable fuel containers shall be kept in approved locations, at least fifty(50) feet from any building, and secured in a cabinet or locker marked“Flammable.” (UFC)26.14 Every Person engaged in aircraft fuel handling shall exercise due care toprevent the overflow of tanks and spilling of fuel. Fuel spills are a fueloperator’s responsibility.26.15 Where there has been a fuel spill or leak, no Person shall start the engine ofany Aircraft in close proximity until the spill or leak has been cleaned up. Inevent such spills or leaks are over 10 ft. in any direction, or over 50 sq. ft. inarea, or continues to flow, or are otherwise a hazard to persons orproperties, the SCLA Fire Department & Haz-Mat shall be notified.

26.16 In addition, all fuel storage on the Airport shall be regulated by NFPA 407,the UFC, and be approved by the City of Victorville Fire Chief or hisdesignee.SECTION 27. VEHICLE OPERATIONS:27.1 No Person shall travel on any portion of the Airport except upon the roads,walks, or places provided for the particular class of traffic, nor occupy the roadsor walks in such manner as to hinder or obstruct their proper use.27.2 Unless escorted by an Authorized Person who is authorized to drive on theAOA, no Person shall operate a Vehicle on the Airport without successfullypassing the SCLA driving test, being issued a Personnel Identification Badge,and possessing a valid state driver’s license, with the exception of the AirportARFF, or Law Enforcement.

27.3 No Person shall operate a powered industrial vehicle without a Driving Permiton the Ramps, Taxiways, Runways or designated Roadways. An exceptionwill be made for employees working within the exclusive leaseholders premisesas authorized by the Airport Director.

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27.4 Persons who employ Individuals at the Airport shall be responsible to providetraining for powered industrial vehicles and equipment, and for maintainingall training materials and records relating to the employee’s duties.27.5 SCLA requires that employers "certify" that training and evaluations havebeen completed and maintained in the employee’s files up to 180 days uponseparation of employment, and are available for inspection by the FAA, TSAand the Airport Operations and Security Department upon request.

27.6 Motor-vehicle traffic shall yield the right-of-way to Aircraft.27.7 Every vehicle, excluding ARFF and construction vehicles operating within theMovement Area, shall have a flashing yellow beacon and carry a 2-way radioor be escorted by a vehicle so equipped. Construction vehicles must beidentified with an orange and white flag and a 2-way radio or be escorted by anauthorized vehicle so equipped.

27.8 Any accident, involving a motor vehicle, which results in a fatality or injury, or inproperty damage, shall be reported by the driver, or his representative, to theAirport Director.27.9 No Person shall operate any motor vehicle on the airport in excess of 25miles per hour except emergency vehicles responding to an emergencysituation, or emergency vehicles involved in training or drills with prior ATCcoordination. On passenger loading ramps, around parked Aircraft, and inareas immediately adjacent to hangars, speed shall not exceed ten (10)miles per hour.

27.10 Vehicles shall not be parked on the Airport other than in the manner andlocations indicated by posted traffic signs and markings.27.11 Unattended Vehicles may be parked only in designated Airport vehicle parkinglots.27.12 Vehicles parked other than specified in “27.10” and “27.11” above, may bemoved by Airport personnel, and in such event a towing charge will be leviedprior to releasing the Vehicle from impound. Neither SCLAA, VVEDA, theCity, nor any of their respective officers, employees, agents, or designatedrepresentatives shall be liable for damages sustained by such Vehiclesduring said movement.

27.13 Motor vehicles shall not be driven on or across Runways or other portions ofthe Movement Area without permission from ATC Tower to do so. Two-wayradio communications with Ground Control (on frequency 124.45) shall berequired between the ATC Tower and such vehicles. Exceptions may begranted during maintenance activities as long as two-way radio Pg.16 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS communications control is maintained with at least one vehicle controllingthe activity. ARFF vehicles may contact the ATC tower on the fire net peroperational agreement.27.14 Motor vehicles shall not be driven or parked upon, or within fifty (50) feet ofAircraft parking areas, ramp areas, or aprons without express approval of theAirport Director. Exceptions: aircraft support, airport maintenance,emergency vehicles, or fuel or service vehicles.27.15 No Person may operate a motor vehicle or Aircraft in or on any portion of theAirport while under the influence of alcohol or drugs.27.16 No Vehicle shall be operated on the Airport unless the Vehicle has beenregistered to drive on the Airport with Airport Operations. To register aVehicle to drive on the Airport requires: a) proof of ownership, b) proof ofvehicle registration with the Department of Motor Vehicles for State ofCalifornia, or the Department of Motor Vehicles for another State; and c)proof of insurance as set forth in Section 37 of these Rules and Regulations.

27.17 Vehicles passing through electronic access perimeter security gates arerequired to stop just past the gate and wait for the gate to fully close beforecontinuing. Vehicle operators should ensure no unauthorized persons enterthe AOA while the gate is closing. Vehicle entry procedure is one vehicleper gate activation unless the vehicles following are under Escort.

SECTION 28. FIRE HAZARDS:28.1 No Person shall light or smoke any cigarette, cigar, pipe, or similar object inthe following Airport areas:i. Within any hangar, or fuel handling or fuel storage areas;ii. Inside any Aircraft (whether or not such Aircraft are parked or stored) orwithin fifty (50) feet thereof;iii. Within fifty (50) feet of any "No Smoking" sign posted; iv. Within any Vehicle operating on the AOA;
v. Within any building on the Airport.28.2 No Person may use flammable liquids, solvents, or substances to clean anyAircraft, engine, part, or accessory thereof, within any hangar or buildingexcept a building specially designed for that purpose and approved in writingby the Airport Director. Such approval shall only be granted when the AirportDirector approves the ventilation provisions, fireproofing, and fire-extinguishingequipment.

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28.3 No Person shall light or use any open flame for any purpose in any hangar orother building on the airport without the prior written consent of the AirportDirector and Fire Chief.28.4 No Person shall operate any welding or cutting equipment (electric or gas)anywhere on the Airport without prior written approval of the Airport Directorand the SCLA Fire Department. A welding permit is required and may beobtained at the fire station.28.5 No Person shall clean or degrease any Aircraft or part thereof except at or in amaintenance station properly equipped for such purposes, or in a spacedesignated or authorized by the Airport Director.28.6 No Person shall store or stock any material or substance, or lease or permitsuch activities in or on the Airport in such a manner, or of such nature, as toconstitute a fire hazard. No Person shall keep, store or discard any flammableliquid, gas, signal flare, or other flammable material in any hangar, shop,building, room, enclosure, or other place on the Airport except in areasspecially designated by the SCLA Fire Department for such purpose.

28.7 Lessees of hangars, shops, or other Airport areas shall provide suitable metalreceptacles with hinged lids for the storage of oily waste, rags, and othersimilar rubbish. The lessee shall remove all such materials at frequentintervals.28.8 Every lessee shall maintain his leased area clean and reasonably free of oil,grease, waste, other flammable materials and weeds.28.9 Lessees shall provide, and maintain in proper working order, adequate andreadily accessible fire extinguishers. Each such extinguisher shall bear asuitable tag, which indicates the most recent date of inspection or servicing.SCLA Fire Department shall approve all extinguishers, their type, and location.

28.10 No Person shall move, relocate, or otherwise disturb any wheeled fireextinguisher on the Airport without the permission of the SCLA FireDepartment unless specifically for emergency use.28.11 All fires on the Airport, regardless of size, even if extinguished, shall beimmediately reported to the SCLA Fire Department without delay.SECTION 29. FUEL SALES:29.1 No Person shall deliver aviation fuels or lubricants to, or dispense such fuelfrom, at, or upon the Airport without a lease or permit from the Airport Director.

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29.2 For the right, privilege and concession of making deliveries of all types ofaviation fuels and lubricants, and other fuels, to any Person or location at orupon the Airport, other than to a central fuel person or location at or upon theAirport, other than to a central fuel service stand provided by the Airport, thereis levied against such lease or permit holder, a flowage fee of ten cents (.10)for each gallon of fuel so delivered.

29.3 No fuel shall be stored anywhere on the Airport except approved by theAirport Director and the SCLA Fire Department.SECTION 30. SECURITY:30.1 Though not required, SCLA operates under the guidelines established byFAR Part 139 “CERTIFICATION AND OPERATIONS SERVING CERTAINAIRCRAFT OPERATORS.” To this end, SCLA has prepared andimplemented a security program that parallels the requirements contained inTSA 1542. This program includes the following elements: PersonnelIdentification Badging, controlled access to the Air Operations Area (AOA),driver licensing for personnel operating on the AOA, Vehicle registration,and perimeter security. All personnel operating at SCLA are required toabide by the SCLA Airport Master Security Program.

30.2 Personnel Identification Badges. Only those Individuals that have a need tobe on the AOA will be issued a Personnel Identification Badge and grantedunescorted access to the AOA and Restricted Areas. Individuals thatrequire access must apply for a Personnel Identification Badge at the AirportOperations and Security Department. Lost or stolen Personnel IdentificationBadges must be reported to the Airport Operations and Security Departmentimmediately. The application process includes:

1. A ten-year employment/education or unemployment historyverification check, with five years verified by the Individual’sformer employer(s), and2. A CHRC, which is information gathered from the Federal Bureauof Investigation, provided to SCLAA after submitting a Live ScanFingerprint to the Transportation Clearing House.30.3 Fingerprints are collected by the Airport Security Coordinator, or hisdesignated representative, at the expense of the Individual’s employer.30.4 A Fingerprint-based Criminal History Records Check as described in TSA1542.209 is required before authorized unescorted access to the Airport isgranted. The results of the CHRC will be among the determining factors asto whether the issuance of a Personnel Identification Badge is granted.

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30.5 Identification for Authorized Persons contains the Individual’s photograph,name, company name, expiration date, identification number and color blocksthat indicate authorized access areas granted to the badge holder.30.6 Individuals who have a need to be within the Airport Operations Area (AOA)are required to attend an Airport Familiarization and Security IdentificationDisplay Area (SIDA) class and will be required to display a PersonnelIdentification Badge while operating in such areas.

30.7 The Airport Badging Office issues Non-Driving Identification Badge andIdentification Badges with Driving Permit, upon completion of a SIDA Classand AOA Drivers Training and satisfactory score upon completion of awritten test. Driving permits will be determined and issued in accordancewith the applicant’s job related duties on the airport.

30.8 The Airport Security Coordinator will confirm or deny an applicant’s requestfor a badge based on verification of the CHRC and theemployment/education or unemployment history verification check, with fiveyears verified by the employer, and the need of the applicant to access theAOA. If a Personnel Identification Badge is warranted, the Airport SecurityCoordinator, or his designated representative, will issue the Badge.

30.9 All Personnel Identification Badges issued by the Airport Operations andSecurity Department are the property of Southern California LogisticsAirport Authority and MUST be returned upon expiration, separation ofemployment (for any reason), when the job function no longer requiresPersonnel Identification Badge, and upon demand of staff from the SouthernCalifornia Logistics Airport. Any misuse or willful failure to return aPersonnel Identification Badge is punishable by fine as dictated in theAirport Rules and Regulations. Personnel Identification Badges are non-transferable and must be used only by the Individual to whom they areissued.

30.10 No Individual shall enter the AOA of the Airport without a PersonnelIdentification Badge unless the Individual is accompanied by an AuthorizedPerson with a Personnel Identification Badge who shall be fully responsible forthe unbadged person being escorted. Fire department personnel respondingto an emergency wearing uniforms or other identifying clothing, shall not berequired to wear an identification badge.

30.11 No Authorized Person shall Escort any Individual who is not in theperformance of job-related duties and who requests access to the Airport asa visitor without the consent and approval of the Airport Director. Person(s)denied access to the Airport by Airport security officers, must abide by thedecision of the security officers under the direction of this rule. VisitorEscort must be conducted during normal business hours of the Airport Pg.20 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Operations and Security Department, unless prior approval of the AirportDirector has been established30.12 Authorized Persons shall always prominently display their PersonnelIdentification Badge while on the AOA. Failure to prominently display anissued Personnel Identification Badge while on the AOA shall constitute aviolation for which a fine shall be assessed as set forth in Section 43,PENALTIES AND APPEALS.

30.13 Individuals who do not display a Personnel Identification Badge, and whoare not under Escort by an Authorized Person displaying a PersonnelIdentification Badge, shall immediately be reported to the Airport Directorand shall be escorted off the AOA by the Airport Director or his staff.

30.14 Authorized Persons who have been issued a Personnel Identification Badgeand are involved in an accident while operating on the AOA will be asked tosubmit to a drug-screening test. Authorized Persons who refuse to submitto the drug-screening test will be considered as having failed the test andthe Authorized Person will be considered to be under the influence of drugsor alcohol.

30.15 Controlled Access to the AOA. Any Airport Tenant that has direct access tothe AOA, should, because of their immediacy of access, be considered partof the AOA. These Airport Tenants shall therefore take measures to protectaccess to the AOA. As required by TSA 1542.113 Airport Tenant SecurityPrograms, the Airport Tenant must assume responsibility for specifiedsecurity measures of the Secure Area, AOA, or SIDA. Airport Tenants areencouraged to develop individual security programs designed to meet theneeds of their particular businesses. In all cases such security programsmust be approved in writing by the Airport Director.

30.16 While on the AOA, customers and clients of the Airport or Airport Tenantsmust be under Escort at all times. Failure to provide an Escort mayconstitute the issuance of a Notice of Violation that could result in sanctions.See Section 43, PENALTIES AND VIOLATIONS for a discussion on thescope of fines/penalties associated with violations of the Airport SecurityProgram.

30.17 The Airport Operations and Security Department administers the licensingprogram for drivers on the AOA. This program involves a study elementthat describes the procedures for driving on the AOA at SCLA. A writtentest will be administered and all applicants must pass the test in order toreceive a license to drive on the AOA.

30.18 Vehicle Registration for driving on the AOA. All Vehicles that operate on theAOA must be registered with the Airport Operations and Security Pg.21 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Department. All Vehicles that operate on the AOA will be issued a RadioCall Sign that must be utilized while on the AOA. Airport StandardOperating Procedure No. 200-01 describes the Radio Call Sign Procedure.30.19 Perimeter Security. The Airport is surrounded by an eight-foot (8’) highchain link fence. Barbed wire is placed atop this fence. There arenumerous locked gates that access the Airport perimeter. Airport Tenantsthat are situated on the immediate perimeter of the AOA must employsecured personnel doors.

30.20 All Persons that operate on the Airport are charged with the responsibility ofmaintaining the security of the Airport. To this end, Persons who observebreeches in security are to call said incidents to the attention of the AirportOperations and Security Department.30.21 A Person’s responsibility under Section 30.20 includes breeches to theprocedural elements of the Airport Security Program, as well as the physicalelements of the Airport Security Program (perimeter fence, vehicle gates,etc.).30.22 The issuance under this Section of either (i) a Personnel IdentificationBadge, or (ii) a Personnel Identification Badge with Driving Permit to driveon the AOA, shall be conditioned upon the express consent of the Individualto whom the badge is issued, to a drug and alcohol screening in the eventthat such Individual is involved in an accident while on Airport property.

30.23 In the event that an Individual to whom a Personnel Identification Badge orPersonnel Identification Badge with Driving Permit has been issued (a) testspositive for the use of a controlled substance not prescribed by a physicianor has a blood alcohol content equal to or in excess of .08, or (b) refuses toconsent to a drug and alcohol screening, then such Individual’s PersonnelIdentification Badge and/or Driving Permit shall be revoked by the AirportDirector.

30.24 A Personnel Identification Badge and/or Driving Permit which has beenrevoked under Section 30.23 of these Rules and Regulations will remainrevoked until the Individual’s employer petitions the Airport Director inwriting, to have said Individual’s Personnel Identification Badge and/orDriving Permit reinstated.

30.25 Reinstatement of a Personnel Identification Badge and/or Driving Permitwhich has been revoked under Section 30.23 of these Rules andRegulations remains the prerogative of the Airport Director; however,reinstatement will not be unreasonably withheld. Pg.22 of 38

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30.26 Reinstatement of a Personnel Identification Badge and/or Driving Permitwhich has been revoked under Section 30.23 of these Rules andRegulations will depend on, as a minimum, the employer’s verification of anegative drug test as part of a return to duty test. Any Individual who hasverified positive drug test results on two drug tests will not be permitted tothereafter work or drive on the AOA, regardless of whether such Individualis accompanied by an Individual properly in possession of a PersonnelIdentification Badge and/or Permit.

SECTION 31. AIRPORT SECURITY AREAS:31.1 Unauthorized Entry and Exit: No Person shall seek entry to or exit fromAirport Security Areas except through designated entrances and exits. NoIndividual shall seek entry to or exit from Airport Security Areas over, underor through fencing, walls, window, air or other vents.

31.2 Only Authorized Persons, or those Individuals under Escort, shall haveaccess by any means to Airport Security Areas.31.3 A Person performing an Escort must, at all times, be in a position to activelymonitor, direct and control the movements and actions of the accompaniedIndividual(s).31.4 No Individual shall enter/exit or allow another Individual to enter/exit intoAirport Security Areas except by using his Personnel Identification Badge.No Individual shall follow another Individual into an Airport Security Areawithout first using his or her Personnel Identification Badge through anyelectronic access installed at the entry/exit point. This provision does notapply to an Individual under Escort

31.5 No Individual shall drive a Vehicle into Airport Security Areas unless theIndividual has used his or her Personnel Identification Badge to open anyelectronic access installed at the entry point. No Individual shall allow otherVehicles to follow or tailgate in Airport Security Areas. This provision doesnot apply to Vehicles under Escort.

31.6 No Person shall tamper with or in any way hamper the effective operation ofSecurity Devices.31.7 Security of Access Points: No Person shall leave open, propped orunsecured any door, gate or access point leading to or allowing access toAirport Security areas. No Person shall hold, prop or cause a door, gate oraccess point to be open beyond the period of time allowed by a SecurityDevice unless an Authorized Person attends the door. When an AuthorizedPerson is attending a security door, he or she must be physically present atthe door and must use his or her Personnel Identification Badge to activateadditional time for the door to be open.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS SECTION 32. RESPONSIBILITY OF AIRPORT TENANTS:32.1 Adherence to the Security Rules and Regulations: Airport Tenants withaccess to Airport Security Areas on their leased area shall follow theseRules and Regulations by posting signs, approved by the SCLAA, whichprohibit access into the Airport Security Areas. Airport Tenants with accessto Airport Security Areas shall at all times keep the access secured orstaffed in a manner that prevents unauthorized Individuals from accessingAirport Security Areas. Airport Tenants shall retain keys or other means ofaccess to Airport Security Areas under their control and issue such accessonly to Authorized Persons.

32.2 Airport Tenants with access to Airport Security Areas shall appoint at leastone employee of the Airport Tenant as the security contact primarilyresponsible for the Airport Tenant’s leased area which access Airport Security Areas. Airport Tenants shall advise the Airport SecurityCoordinator in writing of the Individual or Individuals at all times having suchresponsibility.32.3 Airport Tenants must provide a quarterly employee roster to the AirportOperations and Security Department in the months of January, April, Julyand October, and immediately notify the Airport Operations and SecurityDepartment of employee separation.32.4 Airport Tenants must immediately confiscate Personnel IdentificationBadges, with or without access media, as well as any keys that would allowaccess to the Airport, from Individuals upon separation of employment. Anymisuse or willful failure to return a Personnel Identification Badge ispunishable by fine as dictated in these Rules and Regulations.

SECTION 33. OTHER PROHIBITED ACTS:33.1 Bypassing Security Screening Area: No Individual shall enter a Sterile Areathrough a Security Screening Area unless first going through equipment thathas been installed for inspection of Individuals and their belongings. Armedfederal and local law enforcement officers on official duties at the Airport,airport operations and maintenance personnel, and others exempted by theFAA do not have to be inspected, provided they follow FAA and TSAregulations.

33.2 Statements Against Aviation Safety or Security: No Person shall make astatement to another so as to indicate that the Person or another may havepossession of a firearm, bomb or explosive device while at the Airport.33.3 Interference with Airport Personnel: No Person shall intimidate, threaten,hinder or obstruct Airport Personnel or Airport Security Officers in theperformance of his or her official job duties or lessen the ability of suchperson to perform his or her duties.

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33.4 Interference with Flight Operations: No Person shall intimidate, threaten,hinder or obstruct an aircraft crewmember in the performance of his or herofficial job duties or lessen the ability of such aircraft crewmember toperform his or her duties.

33.5 Unattended Baggage: No Person shall leave any bag, luggage, box orcontainer unattended in the terminal areas of the Airport, which areaccessible to the public.33.6 Presenting a Weapon at Security Screening Area: No Person shall placefirearm(s), explosive device(s), knife/knives or other FAA/TSA prohibiteditems that could be used as a weapon onto inspection equipment at aSecurity Screening Area without first declaring such item(s). Only Personsauthorized by the TSA may test Security Screening Areas.

SECTION 34. ENFORCEMENT:34.1 Notices of Violation: The Airport Operations and Security Department willconduct inspections and enforce violations of these Rules and Regulations,Minimum Standards, and any permits issued hereunder regarding activitiesat the Airport. All Personnel Identification Badge holders and persons withaccess cards will be subject to a Notice of Violation (NOV) when reasonablegrounds exist to believe that Rules and Regulations, Minimum Standards ora permit have been violated, either by commission or omission.

34.2 NOV’s will be monitored and issued by Airport Operations and SecurityDepartment personnel or by recommendation from an Authorized Person ofAuthority. A copy of the NOV will be given to the Personnel IdentificationBadge holder, or the Person(s) observed committing the violation(s).

34.3 The NOV may serve as a notice only or may include a penalty ranging fromsuspension to revocation. Any violation of a severe nature as determinedby the Airport Director will warrant immediate suspension or revocation ofthe Personnel Identification Badge. Severe violations include, but are notlimited to, any violation that may result in property damage, injury, runwayincursions, or other safety hazards, or that threatens the environment orpublic welfare.

34.4 The receipt of three (3) NOVs, which have not been appealed or that havebeen upheld upon appeal, within a twenty-four (24) month period will beconsidered grounds for revocation of the Personnel Identification Badge.34.5 When an NOV or sanction is issued, a letter indicating as such will be sentto the Individual’s employer, advising the employer of the violation.34.6 Upon written request, the Airport Security Coordinator may review andrecommend modification of the NOV.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS SECTION 35. SUSPENSIONS:An Individual’s authorization to use a Personnel Identification Badge may besuspended for any of the following reasons:1.

2. Violation of these Rule and Regulations.Violation of any rule or regulation of SCLAA for which acriminal penalty may be imposed.3.

4. Violation while on Airport property of any law of the State ofCalifornia or the United States for which a criminal penaltymay be imposed.Actions which interfere with or threaten the operation of theAirport, or the comfort, safety or convenience of passengers,Authorized Person’s employed by the City of Victorville, orotherwise constitute just cause for suspension.

35.2 The Airport Director or an Airport Security Coordinator shall issue writtennotice of the Suspension, which shall state the nature and date of theviolation, the length of Suspension, and the date the Suspension shall beginand the Individual’s right to have a hearing pursuant to the provisions ofSection 43 of these Rules and Regulations. The suspension may be for upto ninety (90) days as determined by the Airport Director or the AirportSecurity Coordinator.

SECTION 36. REVOCATION:36.1 An Individual’s authorization to use a Personnel Identification Badge may berevoked for any of the following reasons:1. Any act that seriously endangers property or Persons or indicateswillful or reckless disregard for, and which has an immediate impacton the health, safety or welfare of the public or poses a serious threatto the security of the Airport.2. A violation warranting Suspension where the Individual has had aprevious suspension for the same or similar offense.36.2 The Airport Director or Airport Security Coordinator shall issue a written noticeof Revocation, which shall state the nature and date of violation, the date andRevocation shall begin, and the Individual’s right to a hearing pursuant to theprovisions of Section 43 of these Rules and Regulations.

SECTION 37. LIABILITY INSURANCE:37.1 Every Airport User shall carry insurance as required by their lease, subleaseor permit to operate on Southern California Logistics Airport and as required Pg.26 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS by State and Federal regulations. Any person operating a vehicle within thefenced area of the Airport, who does not have a lease, sublease, or OperatingPermit, is required to have comprehensive automobile insurance withcombined single limits for bodily injury and property damage of not less than$1,000,000.

37.2 Airport Users shall provide Certificates of Insurance naming VVEDA, SCLAand Stirling Airports International as Additional Insured’s with respect totheir lease, sublease or permit. These Certificates of Insurance shall alsoprovide for a 30-day Notice of Cancellation for those policies listed on theCertificate of Insurance.

37.3 The Airport User shall formally advise its Insurers that all Vehicles in usewith or without valid Airside Vehicle Permits are intended to be operated onthat portion of the Southern California Logistics Airport premises known asAirside, and should those Insurers exclude, limit, or otherwise restrictcoverage while the Vehicle is on Airside, the Occupant shall obtain andkeep in full force and effect at all times, a policy of Aviation Liabilityinsurance covering both license-plated and unlicensed plated Vehicles whileon Airside SECTION 38. ILLEGAL ACTIVITIES: No Person shall:38.1 Take or use any Aircraft, aircraft parts, instruments, or tools pertaining thereto,which are owned, controlled, or operated by any other Person, while suchAircraft, parts, instruments, or tools are stored or otherwise left on SCLA, orwithin its hangars, building, or facilities, without the written consent of theowner/operator thereof, except upon satisfactory evidence of the right to do soduly presented to the Airport Director, or authorized by him or so ordered by acourt of competent jurisdiction.

38.2 Land, takeoff, taxi, or otherwise operate any Aircraft on, at, or from SCLAwhen he knows such Aircraft is not operating properly, or is equipped withany part or safety device which is defective or unsafe. Deviations from thisrestriction shall only be permitted by specific authorization from the AirportDirector and/or FAA if required, or his designated representative.

38.3 Operate any Aircraft on or at the Airport, or on any Runway thereof, whenthe Airport or Runway has been closed to traffic by the Airport Director orother legal authority, or when such closure has been indicated by theplacement of an "X" at each end of the closed Runway.

38.4 Operate any aircraft on, at, or in the vicinity of SCLA in willful or wantondisregard for the safety of persons or property, whether his own or that ofothers.

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38.5 Engage in the performance of any aerobatics, stunt, or maneuver notnecessary to a normal takeoff, landing, normal turn or level flight of theAircraft, over or within one mile of the exterior boundaries of the airport withoutthe permission of the Airport Director or ATC.38.6 Engage in the sale of any goods, wares, merchandize, or services at orupon the Airport without first having secured from the Airport Director alease or permit therefore, and paying any required fees for such lease orpermit.38.7 Board an aircraft at the Airport without the prior approval of the Aircraft’sowner or representative.SECTION 39. AIRPORT CLOSURE:39.1 The Airport Director is hereby directed and authorized to close the Airport, orportions thereof, or suspend operations related to the landing, takeoff, ortaxiing of Aircraft during any period in which he determines that suchoperations, or their continuance, would be hazardous.

39.2 Causes for such closure could include, but would not be limited to, adverseweather conditions, runway maintenance or repairs, runway obstacles, fire,Aircraft or other accident.39.3 The Airport Director or his designee shall immediately notify the RiversideFlight Service Station and issue a NOTAM, advising of the closure.SECTION 40. THRU-THE-FENCE ACTIVITIES:40.1 Thru-the-fence activities, defined as accessing the Airport from private landoutside the airport perimeter for the purpose of utilizing or otherwise benefitingfrom the Airport, are strictly prohibited.SECTION 41. SEVERABILITY:41.1 Should any article, section, sub-section, sentence, clause or phrase of theseRules and Regulations be held invalid or unconstitutional for any reason, suchdecision shall not affect the remaining portion of these Rules and Regulations.

41.2 The SCLA Authority hereby declares that it would have adopted these Rulesand Regulations and each article, section, sub-section, sentence, clause orphrase, regardless of the fact that any one or more articles, sections, sub-sections, sentences, clauses, or phrases be declared invalid orunconstitutional.

SECTION 42. DISMANTLING AIRCRAFT:42.1 No Person shall dismantle an Aircraft of any type outside of a hangar unlessthey receive prior written approval from the Airport Director. Any Personpermitted to dismantle an aircraft outside of a hangar must: Pg.28 of 38

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42.2 Submit a written request to the Airport Director describing the type of aircraftto be dismantled, the dismantling procedures to be employed, the proceduresfor disposing of all dismantled material, toxic material clean up and abatementprocedures, and the schedule for dismantling an aircraft.

42.3 Conduct all aircraft dismantling within a fenced in area to prevent visualcontact with the dismantling activity.42.4 Return the area used for dismantling to its original condition as approved bythe Airport Director in his/her sole discretion.42.5 Procure a performance bond to ensure any contamination, remediation ofcontamination and the dismantling area is returned to its original state. Theamount of the bond will depend upon the procedures set forth in the requestand the potential exposure and land clean-up cost to the Airport.

42.6 Receive the prior approval of the SCLA Fire Department.42.7 Adhere to all City of Victorville, State and Federal environmental regulations.42.8 Upon receipt of the information set forth in 42.1 through 42.7 above, theavailability of land to conduct dismantling and other airport operatingrequirements and/or constraints, the Airport Director will either approve theAircraft dismantling request by issuing a written Letter of Permit withappropriate indemnities and airport protection provisions to the requestingperson or business or deny the request by providing a Letter of Denial to therequestor.

SECTION 43. PENALTIES AND APPEALS:43.1 Fixing penalties for violations: Any Airport User including, without limitation,sublessees, suppliers, contractors, guests, invitees, or others that do notadhere to or violates these Rules and Regulations shall be sanctioned.43.2 Sanctions may include, but are not limited to, a fine paid to the Airport, denialof the use of the Airport for a specified period of time, and/or a referral to theTransportation Security Administration and/or Airport Authority Attorney with arecommendation for criminal prosecution.43.3 In determining the sanctions to be imposed, the Airport Director may take intoconsideration any mitigating or aggravating factors that may exist including,without limitation, the number of previous violations and the cooperation of theperson involved.43.4 Fines shall be assessed from $100.00 to $10,000.00 per day per incidentdepending on the severity of the violation.

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43.5 Should an infraction occur, and should the infraction and situation surroundingthe infraction warrant, fines will be assessed on a graduated/increasing basis.43.6 All fines assessed to a sublessee, or to a sublessee’s suppliers, contractors,guests, invitees, or others, will be added to a Sublessee’s monthly rent andsubjected to late fees and default provisions as set forth in a Sublessee’s landor facility Sublease.43.7 Fines assessed to Airport Users who do not have a land or facility Sublease atSCLA, shall be paid before the Airport User is permitted to use the Airportagain.43.8 Continuous violation of these Rules and Regulations shall result in denial touse the Airport. Attachment B provides an example of fines as may beapplied.43.9 Removal from Airport Premises: The Airport Director, or his designatedrepresentative, may order removal of anyone from the Airport who knowinglyand willfully violates any provision of these Rules and Regulations.43.10 Recourse under Tenant’s Lease: SCLAA may take action against AirportTenants under their lease agreements irrespective of any other penaltiesunder these Rules and Regulations.43.11 RIGHTS OF APPEAL: Fines and other sanctions may be appealed to theExecutive Director. Requests for appeal must be made in writing to theExecutive Director within ten (10) business days from the date the fine waspresented to the Airport User.43.12 The Executive Director (or his designated representative) will convene anadministrative hearing and shall serve as the hearing officer (the “HearingOfficer”). Failure of any Airport User to properly file an appeal shall constitutea waiver of its right to an administrative hearing and adjudication of the fine orany portion of the total amount of the fine.

43.13 The Airport User or other Person in receipt of the fine or sanction shall beprovided a written notice of the date, time, and location of the hearing. Thenotice will include the date, time and nature of the alleged violation.43.14 The hearing shall be conducted in an informal manner and strict rules ofevidentiary procedure will not apply. The Hearing Officer may consider anyevidence that is reasonably probative and aids in the determination of thefacts.43.15 Parties are entitled to be represented by an attorney of their choice, to bringwitnesses, and present documentary evidence. Parties have the right to have Pg.30 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS all records or documents relevant to the proceedings provided to them at thecost of reproduction.43.16 At the conclusion of the appeal hearing, and pursuant to the Hearing Officer’sauthority, the Airport Director’s imposition of sanctions may be upheld,modified or reversed. Parties will be provided with the results of the hearing inwriting, including any penalties imposed by the Hearing Officer. The decisionof the Hearing Officer is final.

SECTION 44. EFFECTIVE DATE44.1 These changes contained in the Southern California Logistics Airport Rulesand regulations shall be of full force and effective immediately upon filing ofsame with proof of publication with approval of the Southern CaliforniaLogistics Airport Authority. ____________________________Peter R. SoderquistAirport Director Pg.31 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Attachment ASOUTHERN CALIFORNIA LOGISTICS AIRPORTAirport Rates and ChargesIntroduction / Guiding Principles:A.1 In establishing a Schedule of Airport Rates and Charges, the SouthernCalifornia Logistics Airport Authority (the “Airport Authority”) is required byfederal regulations to ensure that charges are fair, reasonable and non-discriminatory. Further, Airport Rates and Charges are to be reasonablyconsistent with the rates and charges being applied by other airports forsimilar types of activities, unless there is a special situation unique to theSouthern California Logistics Airport.

A.2 The Airport Authority fully recognizes the FAA prohibition against the diversionof Airport revenues for non-airport purposes. It is recognized that failure tocollect fair and reasonable fees and market-based rents for the use of Airportproperty, facilities and equipment can be considered a form of RevenueDiversion. The Authority also recognizes the FAA requirement to establish aSchedule of Rates and Charges that will permit the Airport to be as self-sustaining as possible.

Airport User Fees Defined:A.3 Aircraft Landing Fees: The Southern California Logistics Airport Authority(SCLA) has expended a significant amount of funds to provide aviationfacilities for the benefit of aircraft owners and operators. Landing fees areassessed to help offset the cost of operating and maintaining the Airport’srunway, taxiway, and aircraft parking ramp areas. Landing fees are basedupon the Certified Maximum Gross Landing Weight (MGLW) of the aircraftmultiplied by the Airport Authority’s established landing fee rate per 1,000pounds of Certified Maximum Gross Landing Weight.

A.4 Commercial Aircraft: The Airport Authority assesses a landing fee on eachaircraft landing conducted by an airline or other commercial Air Carrier,operating under FAR Part 121 (airline), Part 129 (international airline), Part135 (air taxi), or other similar regulation, regardless of the purpose of thelanding.

A.5 Signatory Landing Fees: Signatory landing fees are assessed to an airline,or other large (over 75,000 lbs MGLW) commercial aircraft operator havinga Signatory Operating Agreement with SCLA. To be eligible for SignatoryOperating Agreement status, the operator must have one or more of thefollowing:

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS i. A lease with the Airport Authority of a ground sitehaving at least 10,000 square feet or more that is usedto accommodate the organization’s primary base ofbusiness on Airport property.ii. A lease with the Airport Authority, or an approvedsublease, of a building, or part of a building totaling atleast 4,000 square feet that is used as theorganization’s primary base of operations on theAirport. iii. Commercial Airlines operating under the militaryCivilian Reserve Air Force (CRAF) program.A.6 Non-Signatory Landing Fees: Non-signatory Landing Fees are assessed ata rate of 125% of the Signatory Landing Fee rate for large commercialoperators (over 75,000 lbs MGLW) using the Airport who do not haveSignatory Operating Agreement status with the Airport Authority, or have anagreement, but do not meet any of the Signatory eligibility criteria specified in paragraph 2 above. The Non-Signatory Landing Fee is intended tocompensate the Airport Authority for the operator’s use of the Airport’srunway and taxiway areas as well as compensation for the privilege of beingable to access the airport to conduct business.A.7 Private Aircraft: The Airport Authority assesses a landing fee on eachaircraft landing conducted by large private operators (over 75,000 lbsMGLW) operating under FAR Part 91, or other similar regulation, regardlessof the purpose of the landing. Landing fees for private aircraft that areoperated under FAR Part 91 and are based at the airport under conditionsset forth in a long term agreement with the Authority will be charged landingfees as required by that agreement.

Aircraft Parking Fees:A8. Signatory Aircraft Parking Fees: Aircraft having Signatory status as definedin A.1 above, are not required to pay parking fees during the time an aircraftis in the loading/ unloading process (24 hour maximum). Signatory Aircraftare also exempt from aircraft parking fees on the weekend, and overnational holidays, as long as the weekend/holiday parking occurs in themiddle of the loading/unloading process. Signatory Aircraft that are not inthe unloading/loading process, and/or use aircraft parking areas in excessof the 24-hour maximum, are required to pay established aircraft parkingfees.

A9. Non-Signatory Aircraft: Non-signatory aircraft are required to pay establishedaircraft parking fees.

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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS A10. Private Aircraft: All private aircraft (both heavy and light) are required to payaircraft parking fees. Aircraft that are based at the airport under conditionsset forth in a long term agreement with the Authority will be charged parkingfees as required by that agreement.A.11 Aircraft Storage Fees: Aircraft storage fees are charged to aircraft that arestored on areas other than the main parking apron. Fees are payable underone of three different categories: under 50,000 lbs MGTW, narrow bodyaircraft, and wide body aircraft. Remote aircraft storage is occasioned bythe many acres of closed runways and taxiways that make a suitable “hardstand” for aircraft parking. The availability of these areas is directly relatedto the longevity of these surfaces. As these surfaces fail to be usable foraircraft parking, they will be removed from the inventory of remote parking.The Airport Authority makes no representation that it will maintain thesesurfaces and those businesses that store aircraft thereon do so at their ownrisk.

A.12 Fuel Flowage Fees: A substantial percentage of the fuel dispensed at SCLAis “pre-purchased” by large aircraft operators that enjoy discounts based onthe large volumes of fuel these carriers purchase nationally. This pre-purchased fuel is stored in SCLA’s fuel farm to which SCLA assesses astorage fee. SCLA also assesses a flowage fee on each gallon of fueldelivered from the fuel farm to the aircraft.

A.13 Fuel flowage and fuel storage fees reflect the intent of the Airport Authorityto generate reasonable revenues for the use of the airport’s fuel storagefacility, while at the same time, encouraging aircraft operators to use SCLAas a base of operations.A.14 All fuel sold at SCLA is subject to the described fuel flowage fees withfollowing exceptions:1.

2. 3.

Non-Signatory Air Cargo Operators: Commercial Air CargoOperators that are considered Non-Signatory as defined in SectionA.1 above and pre-purchase fuel that is stored in the Airport’s fuelfarm for use in their aircraft, shall pay flowage fees and storage fees.Signatory Cargo Operators: Commercial Air Cargo Operators thatmeet the requirements of Signatory status as defined in Section A.1above and pre-purchase fuel that is stored in the Airport’s fuel farmfor use in their aircraft shall pay the appropriate storage fee.

Non-Commercial Signatory: Based operators (signatory) that arenon-commercial (Part 91) will pay the appropriate storage fee and amodified flowage fee as provided in the operators lease agreement. Pg.34 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Southern California Logistics AirportSchedule of Rates and ChargesLanding Fees:Signatory airline (over 75,000 lbs MGLW) $ .85 per 1,000 pounds MGLWNon-signatory airline (over 75,000 lbs MGLW) $1.06 per 1,000 pounds MGLWPrivate aircraft (over 75,000 lbs MGLW) Fueling Fees:
$ .85 per 1,000 pounds MGLW
(Flowage fee -$ .08 per gal; Storage fee -$ .02 per gallon) Aircraft Parking Fees: (commercial aircraft)Signatory airlineNon-signatory airline $200.00 per day$200.00 per dayTransient Aircraft Tie down Fees: (general aviation aircraft; main ramp)Single engine . . . . . . . . . .. . .. . . . . . .Multi engine . . . . . . . . . . . . . . . . . . . . . $ 5.00 per day $ 80.00 per month$ 10.00 per day $120.00 per monthMid-weight aircraft (12.5K lbs to 25K lbs) $ 20.00 per day $200.00 per monthLarge aircraft (25Klbs to 100K lbs) $ 30.00 per day$300.00 per monthNarrow body . . . . . . . . . . . . . . . . . . . . .$100.00 per day $1,000.00 per monthWide body . . . . . . . . . . . . . . . . . . . . . . . $200.00 per day $2,000.00 per month Wash Rack:Any aircraft……………………………….........$ 40.00 per hour $240.00 per dayLive Scan Fingerprint Transmission Fee Per Applicant for Criminal History RecordsCheck:Call Airport Operations at (760) 243-1915 for Fingerprint transmission fees.

Personnel Identification BadgePersonnel Identification Badge with or without access card……….…...$ 10.00Lost Personnel Identification Badge …………………………………….$ 100.00(Fees are subject to change) Pg.35 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Notes: Parking charges for Signatory Airlines do not apply for the first 24 hours,weekends, or holidays. Transient aircraft tie down fees apply to aircraftremaining overnight. Transient aircraft remaining parked longer thanovernight Military aircraft are exempt from paying landing, parking andstorage fees.

Definitions:Signatory – Having a lease or sublease of a ground site or building space on the Airportin accordance with the Airport Authority’s Rates and Charges Policy; or, anairline having a contractual airline operating arrangement with anorganization that has such a lease on airport property.

Non-signatory –Those operators who do not have an On-Airport Lease Agreement with theAirport Authority in accordance with the Rates & Charges Policy.MGLW – Maximum (certificated) Gross Landing Weight MGTW – Maximum (certificated) Gross Takeoff Weight
Narrow body aircraft - i.e. B-727; B-737; DC-9; MD-80
Wide body aircraft - i.e. B747; B-777; DC-10; MD-11
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Attachment BSCLASCHEDULE OF FINESB.1 In most situations, a sanction or fine will be levied upon the employer of theIndividual involved in the infraction. All sanctions or fines assessed will beadded to the employer’s basic monthly rent and subjected to late fees anddefault provisions as set forth in an Airport Tenant’s land or facility sublease.Fines assessed to Airport Users who do not have a land or facility Sublease atSCLA, shall be paid before the Airport User is permitted to use the Airportagain. Continuous violation of these Rules and Regulations shall result indenial to use the Airport.

B.2 The following schedule should be regarded as a suggested schedule offines. The Airport Director has the sole discretion and authority to levy fines,their amount and final disposition.B.3 For minor infractions related to vehicle operations on the AOA such as:Speeding on the AOA. $100.00Operating a vehicle on the AOA without:Airport Issued I’D Badge or drivers permit, appropriatemarkings or two-way radio communication with ATCT.Runway incursion.Taxiway incursion.For negligence resulting in, and failure to correct, FOD $100.00$500.00$300.00$100.00
B.4 For breeches in security such as:1. Leaving a perimeter gate unattended.2. Failure to accompany non-badged person on the AOA.3. Sharing a security code or vehicle gate card.4. Bypassing Security.5. Sharing a Personnel Identification Badge.6. Losing a Personnel Identification Badge. $100.00$100.00$300.00$300.00$300.00$100.00
B.5 For miscellaneous infractions of the Rules and Regulations such as:1. Smoking in a non-approved area. $100.00$100.00$100.00$300.00$100.00

2. Parking or storing aircraft in non-approved areas.3. Performing aircraft maintenance in unauthorized areas.4. Knowingly allow an unsafe condition to exist.

5. Bringing an unauthorized vehicle on the airport.B.6 A Federal Aviation Administration (FAA) or Transportation SecurityAdministration (TSA) fine levied at the SCLA may be directly forwarded to atenant if such tenant action is cause for the FAA/TSA penalty Pg.37 of 38

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS A second violation of the above listed offenses will result in the doubling of theapplicable fine. A third offense will result in the tripling of the applicable fine and asuspension of privileges until corrective actions are taken and documented.

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EXHIBIT ESELECTED FAA RULES AND REGULATIONS
SCLAA Standard Sublease Page 28 Anduril Buildings 868, 868A, 869 and 835

EXHIBIT E

6. Sublessee agrees that it shall insert the above five provisions in any lease/subleaseagreement, by which said Sublessee grants a right or privilege to any person, firm or corporationto render accommodations and/or services to the public on the premises herein subleased.7. Sublessee will comply with pertinent statutes, Executive Orders and such rules as arepromulgated to assure that no person shall, on the grounds of race, creed, color, national origin,sex, age, or handicap be excluded from participating in any activity conducted with or benefitingfrom Federal assistance. If the Sublessee transfers its obligation to another, the transferee isobligated in the same manner as the Sublessee. This provision obligates the Sublessee for theperiod during which the property is owned, used or possessed by the Sublessee and the airportremains obligated to the Federal Aviation Administration. This provision is in addition to thatrequired by Title VI of the Civil Rights Act of 1964.

8. Nothing in the above Provisions 6 or 7 shall be construed as granting permission orconsent for the Sublessee to sublease or transfer the premises subleased herein.9. The Sublessee assures that it will undertake an affirmative action program as required by14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color,national origin, or sex be excluded from participating in any employment activities covered in 14CFR, Part 152, Subpart E. The Sublessee assures that no person shall be excluded on thesegrounds from participating in or receiving the services or benefits of any program or activitycovered by this subpart. The Sublessee assures that it will require that its covered sub-organizations provide assurance to the Authority, that they similarly will undertake affirmativeaction programs and that they will require assurances from their sub-organizations, as requiredby 14 CFR Part 152, Subpart E, to the same effect.

10. The Authority reserves the right to further develop or improve the landing area of theairport as it sees fit, regardless of the desires or view of the Sublessee and without interference orhindrance.11. The Authority reserves the right, but shall not be obligated to the Sublessee to maintainand keep in repair the landing area of the airport and all publicly owned facilities of the airport,together with the right to direct and control all activities of the Sublessee in this regard.12. This Sublease shall be subordinate to the provisions and requirements of any existing orfuture agreement between the Authority and, the United States, relative to the development,operation and maintenance of the airport.13. There is hereby reserved to the Authority, its successors and assigns, for the use andbenefit of the public, a right of flight for the passage of aircraft in the airspace above the surfaceof the premises herein subleased. This public right of flight shall include the right to cause insaid airspace any noise inherent in the operation of any aircraft used for navigation or flightthrough the said airspace or landing at, taking off from or operation on this airport. Page 2 of 4

EXHIBIT E

14. Sublessee agrees to comply with the notification and review requirements covered in Part77 of the Federal Aviation Regulations in the event future construction of building is planned forthe Subleased Premises, or in the event of any planned modification or alteration of any presentor future building or structure situated on the Subleased Premises.15. Sublessee, by accepting this Sublease expressly agrees for itself, its successors andassigns that it will not erect nor permit the erection of any structure or object nor permit thegrowth of any tree on the land subleased hereunder which would violate the obstruction heightlimitations as set forth in Federal Air Regulation (FAR), Part 77. In the event the aforesaidcovenants are breached, the Authority reserves the right to enter upon the land subleasedhereunder and to remove the offending obstruction, all of which shall be at the expense of theSublessee.

16. The Sublessee, by accepting this Sublease, agrees for itself, its successors and assignsthat it will not make use of the Subleased Premises, in any manner which might interfere with thelanding and taking off of aircraft from this airport or otherwise constitute a hazard. In the eventthe aforesaid covenant is breached, the Authority reserves the right to enter upon the premiseshereby subleased and causes the abatement of such interference at the expense of the Sublessee.

17. It is understood that nothing herein contained shall be construed to grant or authorize thegranting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of1958, as amended.18. This Sublease and all the provision hereof shall be subject to whatever right the UnitedStates Government now has or in the future may have or acquire, affecting the control, operation,regulation and taking over of said airport or the exclusive or non-exclusive use of the airport bythe United States during time of war or national emergency.19. The following constitutes the Pertinent List of Non-Discrimination Authorities, which areincorporated herein by this reference as if set forth in full:• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252),(prohibits discrimination on the basis of race, color, national origin); and 49 CFR part 21;• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whoseproperty has been acquired because of Federal or Federal-aid programs and projects);• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,(prohibits discrimination on the basis of disability); and 49 CFR part 27;• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibitsdiscrimination on the basis of age);