Victorville City Council
August 19, 2025

ATTACHMENT B

STANDARD SUBLEASE

AGREEMENT FOR
BUILDINGS 676, 677, AND
678
SCLAA Standard Sublease Page 1 Boeing Bldg 676, 677 & 678

SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY

STANDARD SUBLEASE AGREEMENT
BUILDINGS 676, 677 AND 678

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 THE BOEING COMPANY, 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.

F. The Parties have previously entered into a certain Sublease Agreement dated February 6, 2019, (the “Original Buildings 676 and 717A Sublease”) pertaining to the sublease of property at the SCLA. The Original Buildings 676 and 717A Sublease contained three (3) additional one (1) year option terms which were exercised with the SCLAA Standard Sublease Page 2 Boeing Bldg 676, 677 & 678 final Option Term expiring on January 31, 2023. The Original Buildings 676 and 717A Sublease consolidated a new sublease agreement for Building 676 with the renewal of the Sublease agreement for Building 717A into one (1) sublease. Subsequently, the Parties entered into a certain Sublease Agreement dated January 24, 2023, (the “Buildings 676 and 717A Sublease Renewal”) pertaining to the Sublease of Buildings 676 and 717A at the SCLA with an Expiration Date of August 31, 2025. The Buildings 676 and 717A Sublease Renewal contained two (2) additional five (5) year option terms with Expiration Dates of August 31, 2030, and August 31, 2035. Sublessee does not desire to exercise the remaining Option Terms but rather to enter into a new sublease agreement for Buildings 676, 677 and 678.

G. The Parties have previously entered into a certain Lease Agreement dated November 1, 2013, (the “Original Building 678 Lease”) pertaining to the lease of Building 678 at the SCLA. The Original Building 678 Lease contained three (3) additional three (3) year option terms with Expiration Dates of August 31, 2019, August 31, 2022, and August 31, 2025. The Parties entered into a First Amendment to the Original Building 678 Lease dated September 1, 2015, to expand the definition of the Leased Premises to include portions of Building 682A. The Parties additionally entered into a Second Amendment dated September 1, 2018, to the Original Building 678 Lease to expand the definition of the Leased Premises to include additional area in Building 678. The Parties additionally entered into a Third Amendment to the Original Building 678 Lease dated September 27, 2021, to add one (1) additional three (3) year Option Term with an Expiration Date of August 31, 2028. Sublessee does not desire to exercise the final Option Term but rather to enter into a new sublease agreement for Buildings 676, 677 and 678.

TERMS AND CONDITIONS

1. Subleased Premises. Subject to the terms and conditions herein 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 Hangar Building 676, comprised of approximately Eighty-Three Thousand Seventy (83,070) square feet of hangar, office and mechanical room space, together with the improvements thereon, located at the SCLA at 13010 Aerospace Drive, Victorville, CA 92394, together with the improvements thereon, and access, on a non-exclusive basis, during flight test operations, to aircraft parking space for two (2) Boeing aircraft (referred to as “Cargo Ramp Space”) the location of which is subject to change upon approval by Sublessor.

The general location of the Cargo Ramp Space during flight test operations shall be west of Building 728 on the Cargo Ramp. Specific parking assignments will be coordinated by the Airport Operations Division as depicted on Exhibit A attached hereto and incorporated herein by this reference; and

SCLAA Standard Sublease Page 3 Boeing Bldg 676, 677 & 678 b. A portion of that certain real property designated as Building 677, Nose Docks 5, 6, and 7 comprised of approximately Three Thousand Three Hundred Sixty-Six (3,366) square feet of storage space located at 12950 Aerospace Drive, Victorville, CA 92394, together with the improvements thereon, as depicted on Exhibit A, attached hereto and incorporated herein by this reference; and

c. A portion of that certain real property designated as Hangar Building 678 comprised of approximately One Hundred Seventeen Thousand Three Hundred Twenty-Three (117,323) square feet of hangar, office, shipping and receiving, and foam room space located at 18200 Phantom West, Victorville, CA 92394, together with the improvements thereon, as depicted on Exhibit A, attached hereto and incorporated herein by this reference.

1.1 Additional Access and Right of Use Area. In addition to the Subleased Premises, Sublessee shall also have:

a. The right of use, on a non-exclusive basis, to area located north and south of Hangar Buildings 676 and 678 as depicted on Exhibit A, attached hereto and incorporated herein by this reference (the “Right of Use Area”). Said Right of Use Area is primarily intended for the purpose of providing ingress and egress to multiple subleased premises and shall be shared in common with the sublessee of Building 681. Sublessee shall not commit any action that impedes or limits the timely movement of the aircraft of other lessees or sublessees or in any other way denies the timely movement of aircraft within the Right of Use Area. Subordinate to providing ingress and egress, the Right of Use Area is available to Sublessees for staging of aircraft that are incidental to the Sublessee’s scheduled hangar maintenance operations and may be utilized as an extension of Sublessee’s hangar operations for the performance of light aircraft maintenance, provided Sublessee remains in compliance with the aforementioned primary intended purpose of said Right of Use Area; and

b. Access, on a non-exclusive basis, during flight test operations, to aircraft parking space for two (2) Boeing aircraft (referred to as “Cargo Ramp Space”) the location of which is subject to change upon approval by Sublessor. The general location of the Cargo Ramp Space during flight test operations shall be west of Building 728 on the Cargo Ramp as depicted on Exhibit A

c. At no additional charge, Sublessor shall make available, on a non- exclusive right of use basis, aircraft parking space (“Aircraft Staging Space”) adequate for the parking of two (2) B-747 sized aircraft, the location of which is depicted on Exhibit A. The Aircraft Staging location is subject to change upon approval by Sublessor and reasonable advance written notice to Sublessee. In the event Sublessee requires aircraft parking space greater than that provided as Aircraft Staging Space, such additional aircraft parking space shall be approved first by the Airport Director (or its designee) and shall be subject to the aircraft parking rates incorporated as a part of the Southern California Logistics Airport Rules and Regulations, as set forth in Exhibit C, and the Southern California Logistics Airport Fee Schedule, as may be amended from time to SCLAA Standard Sublease Page 4 Boeing Bldg 676, 677 & 678 time, and hereto incorporated herein by this reference; and

d. 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 ten (10) years, (the “Initial Term”) commencing on September 1, 2025, (the “Sublease Commencement Date”) and expiring on August 31, 2035, (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 two (2) additional five (5) year terms (each an “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. Only one (1) Option Term may be exercised at a time by Sublessee, and upon confirmation of such exercise by Sublessor, all references to the Sublease Expiration Date following any such exercise of the Options shall mean August 31, 2040 and August 31, 2045 respectively. 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.

6. Rent.

a. Monthly Base Rent. During the first year of the Initial Term, Sublessee shall pay to Sublessor as rent for the Subleased Premises the amount of One Hundred Fifty-Eight Thousand Two Hundred Two Dollars and Seventy Cents ($158,202.70) per month (the “Monthly Base Rent”). Commencing on September 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 Hangar Building 676 rent in the amount of Seventy Thousand Six Hundred Nine Dollars and Fifty Cents ($70,609.50), Building 677 rent in the amount of Seven Hundred Seventy-Four Dollars and Eighteen Cents ($774.18), and Hangar Building 678 rent in the amount of Eighty-Six Thousand Eight SCLAA Standard Sublease Page 5 Boeing Bldg 676, 677 & 678 Hundred Nineteen Dollars and Two Cents ($86,819.02).

b. Use of Cargo Ramp Space shall accrue at the rate of Two Hundred Dollars ($200) per day (or any portion of a day) per aircraft parked during flight test operations, hereafter referred to as “Cargo Ramp Fees”. Cargo Ramp Fees will be invoiced in arrears along with Landing Fees, as per the Southern California Logistics Airport Rules and Regulations. Cargo Ramp Fees will be invoiced in arrears along with Landing Fees, as per the Southern California Logistics Airport Rules and Regulations, as set forth on Exhibit B, as amended and attached hereto and incorporated herein by this reference;

c. Tenant Improvements. Within three (3) years of the Sublease Commencement Date, for a final completion date of no later than August 31, 2028, Sublessee shall undertake and substantially 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. Rent Credits. As consideration for substantially completing the Tenant Improvements within the time period set forth above, and subject to the provisions of subsections i and ii hereof, Sublessor shall, commencing on November 1, 2028, and continuing for thirty-six (36) consecutive months of the Initial Term of this Sublease, provide Sublessee with a monthly rental credit in an amount to One Hundred percent (100%) of the actual cost of up to Three Million Dollars ($3,000,000), which includes the Sublessee’s cost of funds associated with the construction period and reconciliation period for the Tenant Improvements to Hangar Buildings 676 and 678. The rental credit shall be based upon actual costs incurred by Sublessee to construct the Tenant Improvements, as verified and approved by Sublessor pursuant to subsection (i) below.

The rental credit shall not exceed a total of Three Million Dollars ($3,000,000) and shall be applied on a monthly basis toward the Sublessee’s Monthly Base Rent in an amount not to exceed Eighty-Three Thousand Three Hundred Thirty-Four Dollars ($83,334) monthly.

i. Following the substantial completion of the Tenant
Improvements, Sublessee shall provide to Sublessor all invoices with proof of payment, Tenant Improvement Certifications, as further described on Exhibit B, and other evidence of actual cost incurred together with a cost summary cover page (the “Close-Out Statement”). Upon receipt of the Close-Out Statement, Sublessor shall verify same and calculate the actual total amount of the rent credits due to Sublessee.

ii. Should Sublessee not substantially complete the Tenant Improvements within Three (3) years following the Sublease Commencement Date for a final completion date of August 31, 2028 and provide a Close-Out Statement to Sublessor SCLAA Standard Sublease Page 6 Boeing Bldg 676, 677 & 678 documenting the actual costs incurred, Sublessee shall not be eligible for rent credits described in Section 6.d.
f. 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 C, attached hereto and incorporated herein by this reference, as such may be amended from time to time by Sublessor.

7. Security Deposit. INTENTIONALLY OMITTED.

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 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.

SCLAA Standard Sublease Page 7 Boeing Bldg 676, 677 & 678 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. Right to Relocate. INTENTIONALLY OMITTED.

13. Maintenance. Excessive repair and maintenance necessitated solely by Sublessor’s activities shall be borne to the Sublessor. Additionally, Sublessor shall, at Sublessor’s expense, maintain and repair the structural components of the Subleased Premises i.e., foundations, slabs, exterior walls, (excluding glass and doors), and the structural and waterproofing membrane portions of the roof. Sublessor represents, and Sublessee hereby acknowledges, that the hangar portion of Hangar Building 676 was constructed with a “Water Shedding” roof that is designed to keep the floor space below the roof substantially dry. Consequently, and dependent upon rain volume, wind speed, and wind direction, the hangar roof of Hangar Building 676 is expected to experience minor leakage. Sublessor shall maintain and repair the roof of Hangar Building 676 to the extent required to ensure that no individual leaks exceed a flow rate of two (2) gallons per hour. Sublessor shall perform semiannual maintenance on the freight elevator located in Hangar Building 676 until the elevator must be decommissioned due to parts or the elevator becoming obsolete. Excluding the aforementioned, Sublessee shall at all times during the Term hereof and until surrender and termination, 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 and reservoir; signs; sidewalks; Sublessee’s logos or signage, all monthly, quarterly, and annual inspection/servicing and repair of the Subleased Premises mechanical, electrical, lighting, plumbing, and life safety systems; water backflow inspection and maintenance, furniture and window cleaning; servicing of fire extinguishers and fire suppression systems; repairs to trade fixtures and/or equipment, doors, hangar door motors, ceilings, floors; exterior painting, resurfacing SCLAA Standard Sublease Page 8 Boeing Bldg 676, 677 & 678 paved exterior areas and the like; landscaping of parking lot, 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. Notwithstanding the foregoing or anything else in this Sublease, Sublessor shall be responsible, at its sole cost and expense, for compliance with CA Senate Bill No. 1044, “Firefighting Equipment and Foam: PFAS Chemicals”, as it relates to the Subleased Premises.

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 D, attached hereto and incorporated herein by this reference, and for no other purpose unless expressly agreed to by the Sublessor in writing. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week at all times during the Term, as my extended. 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.

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 SCLAA Standard Sublease Page 9 Boeing Bldg 676, 677 & 678 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.

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 SCLAA Standard Sublease Page 10 Boeing Bldg 676, 677 & 678 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 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 SCLAA Standard Sublease Page 11 Boeing Bldg 676, 677 & 678 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. Sublessee 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.

c. Commercial Vehicle Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if Sublessee 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.

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.

SCLAA Standard Sublease Page 12 Boeing Bldg 676, 677 & 678 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. The insurance policies are to contain, or be endorsed to contain the following provisions:

i. Additional 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 to the extent of the Sublessee’s indemnification obligations herein. 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, 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 SCLAA Standard Sublease Page 13 Boeing Bldg 676, 677 & 678 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. All certificates and endorsements and 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, 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. At the Sublessor’s expense, Sublessor shall provide the following utilities to the Subleased Premises: water, natural gas, electricity, fire/alarm service or monitoring, and sewer/trash, hereinafter collectively referenced as “Utilities”. In acknowledgment of the Utilities provided to the Subleased Premises, Sublessee shall reimburse the Sublessor one hundred percent (100%) of the total cost associated with the Utilities for Buildings 676, 677 and 678, (the “Utilities Reimbursement”), which shall be computed or determined based on the total amount incurred by Sublessee plus an additional three percent (3%) administrative fee.

During the Term, Sublessee shall pay the Utilities Reimbursement on a monthly basis in addition to the Monthly Base Rent. Notwithstanding the foregoing, Sublessee shall be permitted to fund the Utilities Reimbursement during the term, on a monthly basis, in a fixed amount equal to the average amount calculated by Sublessor for the previous year’s SCLAA Standard Sublease Page 14 Boeing Bldg 676, 677 & 678 billing. Sublessor shall perform an annual utilities reimbursement reconciliation (the “Reconciliation”) and shall provide Sublessee with an updated good faith estimate of the upcoming year’s new Utilities Reimbursement fixed amount. Any overages or shortages of this fixed amount shall be reconciled among Sublessor and Sublessee against the actual utility costs during the Reconciliation. The Reconciliation will be performed by Sublessor approximately within thirty (30) days following the annual anniversary of the Sublease Commencement Date during the Term or any Option Term exercised.

Sublessee shall make the updated fixed amount Utilities Reimbursement monthly payments throughout such year. Following the Reconciliation, any adjustment (overage or shortage) will be applied to the next utility billing coming due. In the event that the fixed Utility Reimbursement amount is less than actual utility cost, Sublessor agrees to not consider Sublessee in default of the Sublease unless Sublessee chooses to not comply with the payments due upon the Reconciliation, provided a Utilities Reimbursement amount remains due.

In no event shall the Sublessor be liable for any interruption or failure in the supply of such utilities to the Subleased Premises, however, Sublessor shall make commercially reasonable efforts to minimize the period of any utility disruption. All other utilities shall be paid directly by the Sublessee to the respective utility service provider. If the Sublease Commencement Date is other than the first (1st) day of a month, the Utilities Reimbursement for the first (1st) month shall be prorated based upon a thirty (30) day month. Additionally, Sublessor represents, and Sublessee hereby acknowledges its understanding that the United States Air Force is operating a soil vapor extraction well outside the north/west corner of Hangar Building 676, as depicted on Exhibit A, that draws electrical power from the same source that supplies Hangar Building 676. Said vapor extraction system is internally metered and requires a monthly Sublessor reading to procure reimbursement from the Air Force’s contractor that is operating the system.

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. The Sublessor shall own all alterations, improvements, and additions that are affixed to the Subleased Premises without SCLAA Standard Sublease Page 15 Boeing Bldg 676, 677 & 678 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.
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 SCLAA Standard Sublease Page 16 Boeing Bldg 676, 677 & 678 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 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.

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 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 SCLAA Standard Sublease Page 17 Boeing Bldg 676, 677 & 678 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, not to be unreasonably withheld, conditioned, or delayed.

b. Sublessee shall not sublet the Subleased Premises or any part thereof without the prior written consent of the Sublessor, not to be unreasonably withheld, conditioned, or delayed. 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, except in the event of an assignment or sublease to a parent, affiliate, or wholly owned subsidiary of Sublessee, 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. Further, no consent of Sublessor shall be required in order for Sublessee to assign this Sublease or sublet the Subleased Premises to a parent, affiliate or SCLAA Standard Sublease Page 18 Boeing Bldg 676, 677 & 678 subsidiary of Sublessee, so long as Sublessee remains primarily liable for the performance of Sublessee’s obligations hereunder.

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 reasonable 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 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 SCLAA Standard Sublease Page 19 Boeing Bldg 676, 677 & 678 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 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 promptly 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 SCLAA Standard Sublease Page 20 Boeing Bldg 676, 677 & 678 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 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, after providing Sublessee notice and a reasonable opportunity to cure any such failure, 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 C, 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 21 Boeing Bldg 676, 677 & 678

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.

The occurrence of any of the following events shall also be a Default under this Sublease; (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statue thereto (unless, in the case of a petition filed against Sublessee, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Sublessee’s assets located at the Subleased Premises or of Sublessee’s interest in this Sublease, where possession is not restored to Sublessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all Sublessee’s assets located at the Subleased Premises or of Sublessee’s interest in this Sublease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this paragraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

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) business 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 SCLAA Standard Sublease Page 22 Boeing Bldg 676, 677 & 678 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 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.

SCLAA Standard Sublease Page 23 Boeing Bldg 676, 677 & 678

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

To the Sublessor: Southern California Logistics Airport Authority 18374 Phantom West
Victorville, CA 92394
Attn: Airport Director

With copies to: Green de Bortnowsky, LLP
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301
Attn: Andre de Bortnowsky, Esq.

To the Sublessee: The Boeing Company
Attn: Global Real Estate
Global Real Estate, MC S221-1400
6200 James S. McDonnell Blvd.

Bulk Mail 101 Dock
Berkeley, MO 63134

With Copies To: The Boeing Company
C/O MBG Consulting Inc.
980 N. Michigan Ave., Suite 1000
Chicago, IL 60611-4521

or at such other address or addresses that either Party may hereafter designate in writing to the other. All notices shall be effective upon being deposited in the United States mail, or sent by overnight courier, in the manner prescribed in this Section 38; however, the time period in which a response to any such Notice must be given shall commence to run from the date of the Notice if sent by United States mail, or the day after being sent by overnight courier. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Notice of change of address shall be given by written notice in the manner detailed in this Section 38.

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.

SCLAA Standard Sublease Page 24 Boeing Bldg 676, 677 & 678

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 reasonable 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 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.

SCLAA Standard Sublease Page 25 Boeing Bldg 676, 677 & 678

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 26 Boeing Bldg 676, 677 & 678 IN WITNESS WHEREOF, the Parties have executed this Sublease as of the day and year first written above.

SUBLESSEE

THE BOEING COMPANY

_______________________________ _____________________ Authorized Signatory Date
Title

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 Date
SCLAA Legal Counsel

RISK MANAGER

__________________
_____________________
Sandra Bostick Date

SCLAA Standard Sublease Page 27 Boeing Bldg 676, 677 & 678

EXHIBIT A

DESCRIPTION OF SUBLEASED PREMISES

Hangar Building 676 consisting of approximately Seventeen Thousand Nine Hundred Thirty (17,930) square feet of first (1st) and second (2nd) floor east side and west side office space, approximately Sixty -Three Thousand Nine Hundred Nineteen (63,919) square feet of hangar space and approximately One Thousand Two Hundred Twenty - One (1,221) square feet of mechanical room space for a total combined square footage of approximately Eighty Three Thousand Seventy (83,070) square feet, located on the SCLA at 13010 Aerospace Drive, Victorville, CA 92394, as depicted on Exh ibit A-1 and Exhibit A-2; and

Building 677 consisting of Nose Dock 5, Nose Dock 6 and Nose Dock 7 each consisting of approximately One Thousand One Hundred Twenty-Two square feet of storage space for a total of approximately Three Thousand Three Hundred Sixty-Six (3,366) square feet of storage space, located on the SCLA at 12950 Aerospace Drive, Victorville, CA 92394, as depicted on Exhibit A-5 and Exhibit A-6; and

Hangar Building 678 consisting of approximately Twenty-Six Thousand Five Hundred Ninety-Six (26,596) square feet of first (1
st) and second (2nd) floor central and east side
office space, approximately Eighty-Nine Thousand Two Hundred Six (89,206) square feet of hangar space, approximately One Thousand Twenty-Nine (1,029) square feet of foam room space, and approximately Four Hundred Ninety-Two (492) square feet of shipping and receiving space for a total combined square footage of approximately One Hundred Seventeen Thousand Three Hundred Twenty -Three (117,323) square feet, located on the SCLA at 18200 Phantom West , Victorville, CA 92394, as depicted on Exhibit A -7, Exhibit A-8, and Exhibit A-9.

Right of Use ramp space adjacent to Hangar Building 676 on the north and south side of the building as depicted in black on Exhibit A-3. Off Airport v ehicle parking space is located to the east of Hangar Building 676 and is depicted as 676/678 Shared Right of Use and is depicted in blue on Exhibit A-3. A ccess, on a non- exclusive basis, during flight test operations, to aircraft parking space for two (2) Boeing aircraft (referred to as “Cargo Ramp Space”) the location of which is subject to change upon approval by Sublessor. The general location of the Cargo Ramp Space during flight test operations shall be west of Building 728 on the Cargo Ramp as depicted on Exhibit A -4. Specific parking assignments will be coordinated by the Airport Operations Division; and

Right of Use ramp space is adjacent to Hangar Building 678 on the north and south side of the building as depicted in black on Exhibit A -3. Off Airport v ehicle parking space is located to the east of Hangar Building 678 and is depicted as 676/678 Shared Right of Use and is depicted in blue on Exhibit A-3; and

SCLAA Standard Sublease Page 28 Boeing Bldg 676, 677 & 678 A non-exclusive right of use basis, aircraft parking space (“Aircraft Staging Space”) adequate for the parking of two (2) B-747 sized aircraft, the location of which is depicted on Exhibit A-4 as Right of Use Aircraft Staging. The Aircraft Staging location is subject to change upon approval by Sublessor and reasonable advance written notice to Sublessee. In the event Sublessee requires aircraft parking space greater than that provided as Aircraft Staging Space, such additional aircraft parking space shall be approved first by the Airport Director (or its designee).

These properties combined in total, with the improvements thereon, represent the Subleased Premises.

Exhibit A-3
676/678
Site Map

Cargo Ln
Building
682
Flightline Road
Taxiway Charlie
Non-Exclusive Ramp Space
For 2 Boeing Aircraft
During Flight Test Operations
To be Coordinated
Through Airport Operations
Building
685
Building
681
Building
728
Building
717
Cargo Ramp
Exhibit A-4
Right of Use
Aircraft Staging
+/-165,000 SqFt
275 Ft
600 Ft
Roll Up DoorRoll Up DoorRoll Up DoorRoll Up Door

RESTROOM
NON -
USABLE
SPACE
NON -
USABLE
SPACE
NON -
USABLE
SPACE
All Docks:

13.5' High Side Walls
27' High at Peak Center
33' Wide
34' Deep
1,122 SqFt
Nose Dock 8
Separate Leasehold
1,122 SqFt
Nose Dock 7
1,122 SqFt
Nose Dock 6
1,122 SqFt
Nose Dock 5
Bldg 677
Exhibit A-5
Nose Dock 5 +/- 1,122 SqFt
Nose Dock 6 +/- 1,122 Sqft
Nose Dock 7 +/- 1,122 Sqft
Total3,366 SqFt
Bldg 671NoseDock 1Bldg 675Bldg 677NoseDock 2NoseDock 3NoseDock 4NoseDock 5NoseDock 6NoseDock 7NoseDock 8 PumpHouse 1
Bldg686Bldg 676
Bldg867Exhibit A-6

SCLAA Standard Sublease Page 29 Boeing Bldg 676, 677 & 678

EXHIBIT B

TENANT IMPROVEMENTS

Subject to the terms and conditions of the Sublease, Sublessor and Sublessee hereby affirm and acknowledge that the following items of work shall represent the Tenant Improvements contemplated for Hangar Building 676 and Hangar Building 678 within this Sublease. The Tenant Improvements must be approved in writing by Sublessor prior to any work being performed.

Location Description Notes
Hangar Bldg 676 HVAC System west office. Replace swamp cooler in west office with air handling unit.

Repair existing DX air unit in east office.

Hangar Bldg 676 Electrical system upgrade.

Hangar Bldg 676 Hangar door repair of pneumatic system.

Hangar Bldg 676 Replacement of northwest roll up door.

Hangar Bldg 676 LED lighting and associated wiring upgrade.

Hangar Bldg 676 Main floor restroom upgrades. Minimal remodel of existing original restrooms to accommodate
occupancy. Fixtures, partitions, paint, tile,
ventilation, lighting. No changes being made
for ADA compliance. Existing non-conforming.

Other improvements to Bldg 676 as approved.

Location Description Notes
Hangar Bldg 678 Hangar tail dock door replacement.

Hangar Bldg 678 LED lighting and associated wiring upgrade.

Hangar Bldg 678 Carpet replacement on east and west side offices upstairs.

Other improvements to Bldg 678 as approved.

SCLAA Standard Sublease Page 30 Boeing Bldg 676, 677 & 678

EXHIBIT C

SCLA RULES AND REGULATIONS

Southern California
Logistics Airport
Rules and Regulations
Amended
April 17, 2007

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.1 of 38

RULES AND REGULATIONS FOR THE U SERS OF SOUTHERN CALIFORNIA LOGISTICS AIRPORT; ESTABLISHING FEES FOR THE VARIOUS USES; DEFINING TERMS; PROHIBITING OR LIMITING CERTAIN ACTIVITIES; FIXING PENALTIES FOR VIOLATIONS; AND PROVIDING FOR AMENDMENTS TO

THESE 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 California Logistics Airport (SCLA) Rules and Re gulations. It ma y be amended by a majority vote by the Board of the Southern California Logistics Airport Authority (SCLAA).

SECTION 2. APPLICABILITY:

2.1 These Rules and Regulations apply equally to every Airport User. The Airport Operating Manual or Specifications, as applicable, adopted in accordance with FAR Part 139, and the Ai rport Policies and Proc edures Manual are hereby made 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 and impartially administer these Rules and Regulations.

3.2 Users: It shall be the responsibility of ev ery Airport User, pilot or other, to become familiar with the SCLA Rules and Regulatio ns and to obey those Rules and Regulations. Current copies of these Rules and Regulations will be maintained reflecting an y amendments and will be posted at the SCLA Administrative Office and at Million Air. Additional copies will be provided by the SCLA Airport Director through the SCLA Administrative Office to any Airport User who requests such copy.

SECTION 4. DEFINITIONS:

For the purposes of these Rules and Regulations, th e following definitions and meanings shall apply unless otherwise specified:

4.1 “Air Operations Area” or “AOA” means the area upon which aircraft are able to operate and includes the runways, taxiways, taxi lanes, apron area, and the vehicle and personnel gates that lead to these areas.

4.2 “Air Carrier” means an y person who undertak es directly, by lease, or other arrangement, to e ngage in air transportation of persons or things. An “Air Carrier” operates in various categories, under authority or certification by the FAA and holds a curre nt FAA certificate to transport air pass engers or property for hire.

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.2 of 38

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

4.4 “Aircraft Owner” shall mean a Pers on who holds title to an Aircraft.

4.5 “Aircraft Operator” shall mean the Person who is operating or controlling an Aircraft while said Aircraft is on Airport property.

4.6 “Aircraft Storage” shall have t he same meaning as “Stored Aircraft”.

4.7 “Airport” means the SCLA , its buildings and facilities, all lands owned and or controlled by the SCLAA contiguous to the airport, including airspace above such land and the designated approaches thereto.

4.8 “Airport Director” means that person so appointed by the SCLAA or his designated representative.

4.9 “Airport Master Security Program” or “Airport Security Program” means the Security Program, which is the responsibility of an Airport Operator pursuant to TSA 1542.

4.10 “Airport Operations and Security Department” or means the Airport Operations and Security Department of the Southern California Logistics Airport.

4.11 “Airport Security Areas” or “Sec ure Areas” means Air Operations Areas, roadways, and common Air Carrier areas within terminal fa cilities (i.e. baggage makeup areas), excluding exclusive leaseh old structural areas, to which public access is limited or denied under Airport Master Security Program.

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

4.13 “Airport Tenant” mean s an individual, partnershi p, corporatio n or other business entity, and its agents, employ ees, representatives, and subtenants which occupies or controls all or part of Airport areas, buildings or other facilities which they lease from the Southern California Logistics Airport Authority.

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

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4.14 “Airport Tenant Security Program” s hall have the same meaning as set forth in TSA1542.113, entitled “Airport Tenant Security Programs.”

4.15 “Airport User” means any Person who uses the Southern California Logistics Airport, including but not limited to, Airport Tenants and subtenants, Fixed Base O perators, Air Carriers, Aircraft Owners, Aircraft Operators, Commercial Operators, passengers, and their employees, agents, representatives, agents, successors and assigns.

4.16 “Authorized Person” means an i ndividual authorized with a Personnel Identification Badge issued by the Airport Securi ty Coordinator, or his designated representative, to have unescorted access authority to Airport Security 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 aut horization issued by Air Traffic Control personnel for an Aircraft to proceed under specified traffic conditions within controlled airspace.

4.19 “Air Traffic Control” or “ATC” sha ll mean the Air Traffic Control of the Southern California Logistics Airport.

4.20 “Airworthy Condition” means a conditi on wherein an Aircraft can take flight under its own power. See definition of “Non-Airworthy Aircraft” below.

4.21 “Autorotation” means a rotorcraft flight s condition in which the lifting rotor is driven entirely by action of the air w hen the rotorcraft (helicopter) is in motion.

4.22 “Balloon” means a lighter-than air aircraft, which is not engine-driven.

4.23 “Based Aircraft,” means Aircraft that ar e 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 ear th's surface of the lowest layer of clouds or obscuring phenomena, that is re ported 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 Pe rson who, for compensation or hire, engages in the carriage of persons, prope rty, or mail in air commerce, or engages in other aerial activity such as flight instruction, aerial photography, fire fighting, agricultural aviation activities, or traffic surveillance.

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.4 of 38
4 .27 “Criminal Hi story Records Chec k (CHRC)” means a fi ngerprint-based criminal history records check as described in 49 CFR § 1542.

4.28 “Commercial Use” means use of SCLA for revenue-producing commercial activities.

4.29 “Dismantled Aircraft” means an Airc raft which has been disassembled to a point where it is not reasonable to assume that said Aircraft can be reassembled and placed in an Airworthy Condition.

4.30 “Driving Permit” means a permit issued by the Airport Director or his designee in order for an Individual to operate a Vehicle on the Airport.

4.31 “Escort” means an Authorized Pe rson or Authorized Persons accompanying, monitoring, directing and controlling the actions of an Individual or Individual s who are not displaying Personnel Identification Badges, and/or who are not otherwise Authorized Persons, within Airport Security Areas. The Authorized Person(s) performing an Escort must be displaying valid Personnel Identification Badges, must be accompanying the Individual or Individuals for perfo rmance of direct job duties and must ensure that those Individu als who are being escort ed remain within sight and sound at all times.

4.32 “Executive Director” means the Execut ive Director of the Southern California Logistics Airport Authority.

4.33 “FAA” means the Federal Aviation Administration of the United States Government or any federal agencies succeeding to its jurisdiction.

4.34 “Fixed Base Operator” means any Person who rents, leases, or owns facilities located on SCLA, who by virtue of his specific type of aviation or aviation related activity, requires the occupancy of a site with contiguous aircraft apron and direct access to t he Aircraft Operation Area, and who engages in a business activity providing aviation sales or service, including but not limited to any of the following:

1. Selling and/or servic ing new and used Aircraft and component parts;

2. Aircraft maintenance and repairs;

3. Sales and/or repair of avionics;

4. Aviation training (including gr
ound or flight instruction);

5. Aerial photography;

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

Pg.5 of 38

6. Air ambulance service;

7. Aircraft agricultural operat ions (crop dusting, spraying, or the application of seed, fertilizers, pesticides, defoliants, etc);

8. Aircraft rental, charter, leasing;

9. Aircraft Storage;

10. Fuel and oil sales and servicing; and

11. Aircraft servicing or gr ound handling including cargo handling, baggage handling, lavatory service, water service, air starts, ground power, or other elements related to aircraft handling.

4.35 ”Flight Visibility” m eans the average forward hori zontal distance from the cockpit of an Aircraft in flight, at which prominen t unlighted objects may be seen and identified by day, and prom inent lighted objects may be seen and identified by night.

4.36 “Ground Visibility” means prevailing horizontal visibility near the earth's surface.

4.37 “Helicopter” means a rotor driven aircraft (rotorcraft) that, for its horizontal motion, depends primarily on its engine-driven rotors.

4.38 “IFR” means Instrument Flight Rules covering meteorological conditions below the minimums for flight under visual (VFR) conditions.

4.39 “Individual” means a natural person.

4.40 “Maintenance” means inspection, ov erhaul, repair, preservation, and the replacement of parts, including preventive maintenance.

4.41 “Movement Area” mean s the runways, taxiways , and other areas of the Airport, which are ut ilized for taxiing, takeoff, an d landing of Aircraft. The Movement Area does not include parking and loading ramps. Entry into the Movement Area requires ATC approval.

4.42 “Night” means the ti me between the end of ev ening civil twilight and the beginning of morning civil twilight as published in the American Air Almanac, converted to local time.

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4.43 “Non-Airworthy Condition ” means when an Aircraft cannot take flight under its own power as a result of being in disrepair or in the process of being disassembled.

4.44 “Notice of Violation” means a written notification of non-compliance with these Rules and Regulations, issued by the Ai rport Director or his designated representative.

4.45 “Person” means an individual, firm, partnership, corporation, company, association, joint-stock association, or gover nmental entity, and includes a trustee, receiver, assignee, or similar representative of any of them.

4.46 “Personnel Identification Badge” means a Personnel Id entification Badge issued to an Individual by the Southe rn California Logistics Airport for purposes of granting that Individual unescorted access authority to the Restricted Area.

4.47 “Ramp” means an improved surfaced area reserved exclusively for the parking and taxiing of Aircraft.

4.48 “Restricted Area” means all areas or facilities accessible only by Authorized Persons or Person s under Escort, and includin g all Ramp areas and the Aircraft Operations Area (AOA).

4.49 “Roadway” means that po rtion of an area improved or designed or ordinarily used for vehicular travel. A roadway on the Airport Operations Area is called a vehicle service road (“VSR”).

4.50 “Runway” means an im proved surfaced area rese rved exclusively for the landing and taking off of Aircraft.

4.51 “Scheduled Air Carrier” means any Pe rson providing scheduled passenger or cargo service from the Airport in ac cordance with a published schedule and having at least one scheduled departur e per day, or no less than five scheduled departures per week, and operating under authority of the Federal Aviation Administration and the Airport.

4.52 “Security Perimeter” means the portio n of the Airport that is enclosed by fencing, walls or other barriers, and to which ac cess is controlled through designated entry points.

4.53 “SCLA” means Southern California Logistics Airport.

4.54 “SCLAA” means Southern California Logistics Airport Authority.

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4.55 “Security Devices” means equipmen t installed or plac ed by or under the direction of the Southern California Logistics Airport Authority, or designated representative, to monito r or control entrances to and exits from Airport Security 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 meaning as set forth in TSA1542.205. Before being granted unescorted access to the SIDA, Individuals must undergo a Cr iminal History Re cord Check and employment history verification.

4.57 “Security Screening Area” means an access po int, including entrances and exits, to the Airport Security Areas, Secure Areas and the Sterile Areas, where Vehicles, equipmen t, Individuals, and belonging s are inspected prior to entrance.

4.58 “Sterile Area” means an area to which access is controlled by the inspection of Individuals 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 are part of an aircraft storage program.

4.61 “Taxiway” means an improved surfac ed area reserved exclusively for use by aircraft to proceed to and from ramp and runway areas.

4.62 “Traffic Pattern” means the traffic flow that is prescribed for aircraft landing at or taking off from SCLA.

4.63 “Unnecessary Noise” me ans any engine noise that is greater than the level produced when the engines are at idle except when required for taxiing of the aircraft, takeoff or landings.

4.64 “Vehicle” means every device in, upon or which any Individual or property is or may be transported or drawn upon a roadway, exce pting devices moved by human power or used exclusively upon st ationary rails or tracks. A bicycle shall be considered a vehicle under all porti ons of these Rules and Regulations, 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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4.68 “VFR” means Visual Fl ight Rules covering meteor ological conditions, above those requiring flight under IFR conditions.

4.69 “Word Construction”: The following co nstruction applies throughout these Rules and Regulations:

1. Words importing the sin gular include the plural,

2. Words importing the plural include the singular; and,

3. Words importing the ma sculine gender include the
feminine and the neutral gender.

SECTION 5. NECESSITY:

5.1 These Rules & Regulati ons are enacted to protect the h ealth, safety and peace, and to promote the welfare and convenience of the general public using SCLA, or affected by activities related to the Airport by providing for the orderly conduct of activities on, or related to, the Airport. The use of the Airport or any of its facilities in any manner shall create an obligation on the part of the Airport User 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 at the Airport Operations and Security Department as soon as possible but not later than 24 hours after the arrival of the Aircraft. If a c hange in ownership occurs while the Aircraft is based at the Airport, the new Aircraft Owner shall re-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 in a Non-Airworthy Condition shall not be pe rmitted to remain on the Airport in excess of five (5) days without the ex press prior written permission of the Airport Director. Such Aircraft shall be removed from the Airport or stored at the Aircraft Owner’s expense.

SECTION 7. AIRCRAFT STORAGE AND PARKING:

7.1 Aircraft shall only be st ored or parked at places as set forth in such Person’s sublease or as may be authorized by the Airport Director, and such storage or parking shall be at the sole risk of the Aircraft Owner and/or Aircraft Operator, and without any responsibility to SCLAA, VVEDA or Stirling Airport International, or any of their officers, employees, agents or representatives, for any loss of, or damage to the Aircraft while so stored or parked. The Aircraft Owner and/or the Aircraft O perator shall be responsi ble for the tying-down and/or securing of his Ai rcraft. The Aircraft Owner and/or Aircraft Operator shall likewise be responsibl e for any liability arising from or caused by his

SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS

Pg.9 of 38

Aircraft or his activities. All Airport Tenants desiring to store Aircraft at SCLA must 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 activities without the express written permi ssion of SCLAA or its designated representative, and obtaining a City of Victorville Busi ness License for such activities, and paying the fees and ch arges established for such use or license.

SECTION 9. AIRPORT FEES
:

9.1 Funding for Airport opera tions and capital improvem ents is deri ved through various types or classes of Airport User Fees. Airport User fees are specifically established to compensate the Airport for the use, maintenance and repair of Airport facilities, as well as to minimize the need for on-going general taxpayer support.

9.2 A schedule of rates and c harges for the use of the Airport and its facilities may be found as Attachment A to these Rules and Regulations.

9.3 Any Aircraft Owner or Aircraft Operator who fails to pay any fee duly charged for Aircraft owned or controlled by hi m shall have such Aircraft subject to impounding until the fees are paid, along with any im pound fees, or until the Aircraft 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 to any restrictions imposed by the Airport Director due to inclement weather, condition of the landing ar ea, presentation of special events, construction or repair 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 by Million Air. Services may be obtained from Million Ai r during said hours at telephone 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 or within a hangar. Aircraft Owners and/or Aircraft Operators of Aircraft left so unattended shall be liable for damage to other Aircra ft or property resulting from 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 permitted use in an Airport facility or land sublease, no Aircraft or Vehicle maintenance, other than that which is required to remove damaged Aircraft from the Runway or Taxiway(s), or that wh ich is necessary to replac e a flat tire, shall be

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Pg.10 of 38

performed at SCLA except in areas sp ecifically designated by the Airport Director for that purpose.

SECTION 13. EQUIPMENT REQUIREMENTS:

13.1 Every Aircraft usin g SCLA shall be equipped with a fully functional, two-way radio, except when operating into or from the Airport under an FAA waiver for radio maintenance. The ATC frequen cy is 118.35 MH z and the ground control frequency is 124.45 MHz. Weather and traffic advisories are broadcast on 109.40 MHz. No fixed-wing Aircra ft equipped with a tailskid shall operate on any paved surface of SCLA.

SECTION 14. ACCIDENTS:

14.1 Every Person involved in, or witnessi ng an Aircraft operating accident on the Airport shall report promptly the details of such accident to the Airport Director, ATC, or FAA.

14.2 In addition, the Aircra ft Owner and/or the Aircraft Operator, including pilot, shall report fully to the California Di vision of Aeronautics the details on any accident in which there is death or injury, or in which damage to the property of others exceeds $400.00.

14.3 The Aircraft Owner and/or the Airc raft Operator of an Aircraft which is damaged or wrecked in an accident shall be responsibl e for the prompt removal of the Aircraft as directed by the Airport Director.

14.4 Where the Aircraft Owner and/or Airc raft Operator of an Aircraft which is damaged or wrecked in an accident is unable to arrange for removal of such disabled or wrecked Aircraft, the Airport Director shal l have the authority to move, or arrange the removal of, the Aircraft when released (if applicable) by the FAA or the National Transportation Safety Board (NTSB).

14.5 No liability shall be incurred by the SCLAA, SAI, VVEDA, the Airport Director or any of their officers, employees, agents, succe ssors and assigns, for damage aggravated by, or resulting from, removal of an Aircraft pursuant to Section 14.4 of these Rules and Regulations.

SECTION 15. NOISE:

1 5 . 1 N o P e r s o n shall operate any Aircraft in flight or on the ground in such a manner as to cause Unnecessary Noise as determined by applicable Federal or State or local laws and regulations.

SECTION 16. RESTRICTED AREAS:

16.1 Restricted Areas include those area s leased to the Ar my National Training Center, Advanced Unm anned Systems-Concept Ex ploration, Southern California Aviation, Victorville Aerospace LLC, Army Reserve, or other area that has direct access to the AOA. No Person shall enter any Restricted Area

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except (a) employees or invitees of the leaseholder, (b) Persons duly authorized by the Airport Director, including, but not limited to, Authorized Persons who have received Personnel Identification Badges, or (c) security or fire-fighting personnel.

16.2 Every Person who has access to a re stricted area shall close and lock the door, gate or other device immediately after it has been used unless it is under surveillance of a Person who is responsible for controlling entry at that access point.

16.3 Every Airport Tenant w hose premises have total or limited access to any Restricted Areas shall prevent access to the Restricted Areas by Persons who are not authorized to have such access.

16.4 The Airport Director’s staff is authoriz ed to close and lock any door, gate or other device permitting access to a Restricted Area that is found open or unlocked and unattended.

16.5 Every Person to whom a key, code or access device has been issued by the Airport Security Director, or his desi gnated staff, shall us e the key, code or access device to enter a Restrict ed Area only in accordance with any conditions of issuance and only at Restricted Area access points.

16.6 Except where authorized by the Ai rport Director and subject to any conditions of issuance, no Person shall:

1. Loan or give to another Person a key, code or access device issued to him; or

2. Have possession of, or use for any purpose, a key, code or access device that was issued to him by a Person not
having authority to do so.

SECTION 17. ANIMALS:

17.1 No Person shall willfu lly and knowingly allow or permit any animal owned, possessed, or harbored by him to en ter the Airport unless the animal is leashed or restricted in such manner as to be under control, or is in a shipping container, or is otherwise under physical restraint, nor shall any Person allow or permit such animal except “special assistance animals” (i.e. guide dog) to enter 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 as defined by FAA, without the express consent of the Air Traffic Control Tower representative.

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SECTION 19. STARTING ENGINES:

19.1 No Person shall start any Aircraft engine at SCLA:

1. Unless a competent opera tor is at the controls;

2. Unless the Aircraft is equipped with adequate brakes fully applied or the wheels are securely blocked with blocks or chocks that can be removed safely (Skid equipped helicopters do not have brakes or chocks);

3. When the Aircraft is in such a po sition that the propeller slipstream or jet blast can cause damage to, or interfere with the operation of, other Aircraft, Vehicles, mobile equipment, hangars, shops, other buildings, or can cause injury to passengers, spectators, or other personnel; and

4. When the Aircraft is within 50 feet of any buildi ng without prior written consent.

SECTION 20. ENGINE RUN-UPS:

20.1 No Person shal l conduct an aircraft engine run-up beyond idle anywhere on the Airport other than in areas designat ed by the Airport Director (with the exception of helicopters, which routinely operate with engines beyond idle as part of normal operations).

20.2 Persons who want to conduct an engine ru n-up beyond idle shall first call ATC on the ground control frequency, 124.45 MHz, and request clearance to one of the two engine run-up areas. ATC will advise the Airport User, given the current wind direction, to proceed to one of two designated engine run-up areas.

20.3 ATC will make the final determina tion of which engi ne run-up area should be used.

20.4 The Person requesting the engine run-up beyond idle will conduct the engine run-up in the ar ea designated by ATC and he shall exercise the necessary 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 particular type 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 other building on or adjacent to the Airport.

21.3 No Person shall taxi any Aircraft ac ross the double yellow lines on the edge of Taxiways and the apron.

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21.4 Nor shall any Person move any Aircraft under its own power on the Airport unless that Person is in full control of such aircraft, and has assured himself that there is no danger of collision wi th other Aircraft, Ve hicles, 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 any other refuse in any location on the Airp ort except in containers designed for such purposes.

SECTION 23. FIREARMS:

23.1 No Person shall shoot any projectile from a firearm or other device, into, on, or across any portion of the Airport, nor have in his possession, or under his control, any firearm which is not un loaded and securely wrapped and boxed for shipment, or explosive or explosive device; provided,

23.2 However, that this Se ction does not apply to peace officers, military personnel, or Airport security guards who are acting in the performance of their duties as such. Firearms on Ai rport property are pre-co ordinated with ASCs when possible.

SECTION 24. TRAFFIC PATTERN:

24.1 Every Aircraft before landing and after takeoff shall be flown as directed by ATC.

SECTION 25. TAKE-OFFS AND LANDINGS:

25.1 No aeronautical activity shall be c onducted at SCLA exce pt in conformance with current Federal Aviation Regulations, State of California law and regulations, and these Rules and Regulations.

25.2 All initial takeoffs shall commence at the end of the Runway unless cleared by the ATC Tower.

25.3 Due to the complex mix of Aircra ft that utilize SCLA, there is need to limit those type of aircraft and aerial activities that represent a potential hazard to normal flight operations. The followin g aircraft and aerial activities are restricted from operating at SCLA exc ept in emergency situations or with prior approval of the Airport Director:

1. Hot Air Balloons;

2. Hang Gliders;

3. Parachutists;

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4. Radio Contro lled Aircraft;

5. Ultra Ligh t Aircraft;

6. Gliders; and

7. Motorized Lighter than Air Aircraft.

SECTION 26. AIRCRAFT FUELING AND DEFUELING:

26.1 In accordance with the regulations from the Na tional Fire Protection Association (NFPA), Uniform Fire Code (UFC), and the Department of Transportation (DOT) the following rules and regulat ions must be observed while fueling aircraft:

26.2 All fuel servicing must be done out side of any building or hangar. (NFPA 407 3-10).

26.3 Aircraft shall be located a minimum of fifty (50) feet away from any building openings, doors, windows, etc.

26.4 During fuel handling, no passenger shall be permitted in or on the Aircraft unless a cabin attendant is stationed at or near the cabin door.

26.5 Fueling shall not be done while an on-b oard engine is operating (“hot fueling”) without the permission of the Airport Director and then, it shall only be permitted when representatives of t he 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 serv ice equipment shall not be permitted within fifty (50) feet of an Aircraft dur ing fueling or defueling. (NFPA 407 3-

5.1)

26.7 No open flames, smoking, battery char gers, or any material or device which is likely to cause a spark shall be in use within fifty (50) feet of an Aircraft or fueling truck during fuelin g or defueling operation. (NFPA 407 3-7, 3-8).

Exception is allowed for Ground Power Units.

26.8 All hoses, funnels and appur tenances used in fueling or defueling activities shall be equipped properly with grounding and bondin g devices to prevent possible static ignition of volatile liq uids or vapors. Such grounding and bonding devices shall be used during all fueling and defueling activities.

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

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26.10 Gravity (hand) fueli ng may not be accomplished with any container having a capacity 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 identify the product contained therein. (UFC)

26.12 Any fuel transported by privately owned vehicles, not specifically designed for the transport of flammable liqui ds and appropriately placarded, are limited to a maximum of 20 U.S. gallons in an approved and marked container. (DOT and UFC)

26.13 Portable fuel containers shall be kept in approved locations, at least fifty (50) feet from any build ing, and secured in a cabinet or locker marked “Flammable.” (UFC)

26.14 Every Person engaged in aircraft fuel handling shall exercise due care to prevent the overflow of t anks and spilling of fuel. Fuel spills are a fuel operator’s responsibility.

26.15 Where there has been a fuel spill or leak, no Person shall start the engine of any Aircraft in close proximity until the spill or leak has been cleaned up. In event such spills or leaks are over 10 ft. in any direction, or over 50 sq. ft. in area, or continues to flow, or ar e otherwise a hazard to persons or properties, 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 his designee.

SECTION 27. VEHICLE OPERATIONS:

27.1 No Person shall travel on any portion of the Ai rport except upon the roads, walks, or places provided for the particular class of traffic, nor occupy the roads or walks in such manner as to hinder or obstruct their proper use.

27.2 Unless escorted by an Authorized Pe rson who is authorized to drive on the AOA, no Person shall operate a Vehicle on the Airport with out successfully passing the SCLA driving test, being issued a Personnel Identification Badge, and possessing a valid state driver’s license, with the exception of the Airport ARFF, or Law Enforcement.

27.3 No Person shall operate a powered industrial vehicle without a Driving Permit on the Ramps, Taxiways, R unways or designated Roadways. An exception will be made for employees working within the exclusive leaseholders premises as authorized by the Airport Director.

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27.4 Persons who employ Individuals at th e Airport shall be responsible to provide training for powered industrial vehicl es and equipment, and for maintaining all training materials and records relating to the employee’s duties.

27.5 SCLA requires that employers "cert ify" that training and evaluations have been completed and maintained in the em ployee’s files up to 180 days upon separation of employment, and are available for inspection by the FAA, TSA and the Airport Operations and Security Department upon request.

27.6 Motor-vehicle traffic shall yiel d the right-of-way to Aircraft.

27.7 Every vehicle, excludi ng ARFF and construction vehicles operating within the Movement Area, shall have a flashing yellow beacon and carry a 2-way radio or be escorted by a vehi cle so equipped. Constr uction vehicles must be identified with an orange and white flag and a 2-way radio or be escorted by an authorized vehicle so equipped.

27.8 Any accident, involving a motor vehicle, which results in a fatality or injury, or in property damage, shall be reported by the driver, or his representative, to the Airport Director.

27.9 No Person shall operate any motor vehicle on the airport in excess of 25 miles per hour except emergency vehi cles responding to an emergency situation, or emergency vehicles involv ed in training or drills with prior ATC coordination. On passenger loading ramps, around parked Aircraft, and in areas 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 and locations indicated by posted traffic signs and markings.

27.11 Unattended Vehicles may be parked only in designated Airport vehicle parking lots.

27.12 Vehicles parked other than specified in “27.10” and “27.11” above, may be moved by Airport personnel, and in such event a towing charge will be levied prior to releasing the Vehicle from impound. Neither SCLAA, VVEDA, the City, nor any of their respective offi cers, employees, agents, or designated representatives shall be liable for damages sustained by such Vehicles during said movement.

27.13 Motor vehicles shall not be driven on or across Runways or other portions of the Movement Area without permission fr om ATC Tower to do so. Two-way radio communications with Ground Cont rol (on frequency 124.45) shall be required between the ATC Tower and such vehicles. Exceptions may be granted during maintenance activities as long as two-way radio

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communications control is maintained wi th at least one vehicle controlling the activity. ARFF vehicles may contact the ATC tower on the fire net per operational agreement.

27.14 Motor vehicles shall not be driven or parked upon, or within fi fty (50) feet of Aircraft parking areas, ramp areas, or aprons without express approval of the Airport Director. Exceptions: ai rcraft 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 the Airport while under the influence of alcohol or drugs.

27.16 No Vehicle shall be operated on the Airport unless the Vehicle has been registered to drive on the Airport with Airport Operat ions. To register a Vehicle to drive on the Air port requires: a) proof of ownership, b) proof of vehicle registration with the Department of Motor Vehicles for State of California, or the Department of Moto r 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 are required to stop just past the gate and wait for the gate to fully close before continuing. Vehicle o perators should ensure no unauthorized persons enter the AOA while the gate is closing. V ehicle entry procedure is one vehicle per 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 in the following Airport areas:

i. Within any hangar, or fuel handling or fuel storage areas;

ii. Inside any Aircraft (whe ther or not such Aircraft are parked or stored) or within 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 buildin g on the Airport.

28.2 No Person may use flammable liquids, solvents, or substances to clean any Aircraft, engine, part, or accessory thereof, within any hangar or building except a building specially designed for that purpose and approved in writing by the Airport Director. Such approval shall only be granted when the Airport Director approves the ventilation provisions, fireproofing, and fire-extinguishing equipment.

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28.3 No Person shall light or use any open flame for any purpose in any hangar or other building on the airpor t without the prior written consent of the Airport Director 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 Director and the SCLA Fire Department. A we lding permit is required and may be obtained at the fire station.

28.5 No Person shall clean or degrease any Aircraft or part thereof except at or in a maintenance station properly equipped for such purposes, or in a space designated or authorized by the Airport Director.

28.6 No Person shall store or stock any material or subs tance, or lease or permit such activities in or on the Airport in su ch a manner, or of such nature, as to constitute a fire hazard. No Person shall keep, store or discard any flammable liquid, gas, signal flare, or other fl ammable material in any hang ar, shop, building, room, enclosure, or other pl ace on the Airport except in areas specially designated by the SCLA Fire Department for such purpose.

28.7 Lessees of hangars, shops , or other Airport areas shall provide suitable metal receptacles with hinged lid s for the storage of oily waste, rags, and other similar rubbish. The lesse e shall remove all such materials at frequent intervals.

28.8 Every lessee shall mainta in his leased area clean an d reasonably free of oil, grease, waste, other flammable materials and weeds.

28.9 Lessees shall provide, and maintain in proper wo rking order, adequate and readily accessible fire extinguishers. Each such extinguisher shall bear a suitable tag, which indicates the most rece nt 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 fire extinguisher on the Airport without the permission of the SCLA Fire Department unless specifically for emergency use.

28.11 All fires on the Airp ort, regardless of size, even if extinguished, shall be immediately reported to the SCLA Fire Department without delay.

SECTION 29. FUEL SALES:

29.1 No Person shall deliver av iation fuels or lubricants to, or dispense such fuel from, 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 of aviation fuels and lubricants, and other fuels, to any Person or location at or upon the Airport, other than to a central fuel person or location at or upon the Airport, other than to a central fuel service stand provided by the Airport, there is 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 st ored anywhere on the Airport except approved by the Airport Director and the SCLA Fire Department.

SECTION 30. SECURITY:

30.1 Though not required, SC LA operates under the guidelines established by FAR Part 139 “CERTIFICATION A ND OPERATIONS SERVING CERTAIN AIRCRAFT OPERATORS.” To this end, SCLA has prepared and implemented a security program that parallels the requirements contained in TSA 1542. This program includes the following elements: Personnel Identification Badging, c ontrolled access to the Air Operations Area (AOA), driver licensing for pers onnel operating on the AOA, Vehicle registration, and perimeter security. All personnel operating at SCLA are required to abide by the SCLA Airport Master Security Program.

30.2 Personnel Identific ation Badges. Only those Individuals that have a need to be on the AOA will be issued a Personne l Identification Badge and granted unescorted access to the AOA and Rest ricted Areas. Individuals that require access must apply for a Personnel Identification Badge at the Airport Operations and Security Department. Lost or stolen Personnel Identification Badges must be reported to the Airport Operations and Security Department immediately. The application process includes:

1. A ten-year employment/educ ation or unemploy ment history verification check, with five y ears verified by the Individual’s former employer(s), and

2. A CHRC, which is information gathered from the Federal Bureau of Investigation, provided to SC LAA after submitting a Live Scan Fingerprint to the Transportation Clearing House.

30.3 Fingerprints are collected by the Ai rport Security Coordinator, or his designated representative, at the expense of the Individual’s employer.

30.4 A Fingerprint-based Crimi nal History Records Che ck as described in TSA 1542.209 is required before authorized unescorted access to the Airport is granted. The results of the CHRC wil l be among the determining factors as to whether the issuance of a Personnel Identification Badge is granted.

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30.5 Identification for Authorized Pers ons contains the I ndividual’s photograph, name, company name, expiration date, identification number and color blocks that 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 a nd Security Identification Display Area (SIDA) class and will be required to di splay a Personnel Identification Badge while operating in such areas.

30.7 The Airport Badging Offi ce issues Non-Driving I dentification Badge and Identification Badges with Driving Permit, upon completion of a SIDA Class and AOA Drivers Training and satisfac tory score upon completion of a written test. Driving permits will be determined and issued in accordance with the applicant’s job related duties on the airport.

30.8 The Airport Security Coordinator wil l confirm or deny an applicant’s request for a badge based on verification of the CHRC and the
employment/education or unemployment history verification check, with five years verified by the employer, and the need of the applicant to access the AOA. If a Personne l Identification Badge is warr anted, the Airport Security Coordinator, or his designated representative, will issue the Badge.

30.9 All Personnel Identification Badges issued by the Airport Operations and Security Department are the property of Southern California Logistics Airport Authority and MUST be retu rned upon expiration, separation of employment (for any reason), when t he job function no longer requires Personnel Identification Badge, and upon demand of staff from the Southern California Logistics Airport. Any misuse or willful failure to return a Personnel Identification Badge is punishab le by fine as dictated in the Airport Rules and Regulations. Pers onnel Identificatio n Badges are non- transferable and must be used only by th e Individual to whom they are issued.

30.10 No Individual shall enter the AOA of the Airp ort without a Personnel Identification Badge unless the Individual is accompanied by an Authorized Person with a Personnel Identification Badge who shall be fully responsible for the unbadged person being escorted. Fire department personnel responding to an emergency wearing uniforms or othe r identifying clothing, shall not be required to wear an identification badge.

30.11 No Authorized Person shall Escort any Individual who is not in the performance of job-related duties and who requests access to the Airport as a visitor without the consent and approval of the Air port Director. Person(s) denied access to the Airport by Airport security officers, must abide by the decision of the security officers under the direction of this rule. Visitor Escort must be conducted during no rmal business hours of the Airport

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Operations and Security Department, unl ess prior approval of the Airport Director has been established

30.12 Authorized Persons shall always prominently display their Personnel Identification Badge while on the AOA. Failure to prominently display an issued Personnel Identification Badge wh ile on the AOA shall constitute a violation for which a fine shall be asse ssed as set forth in Section 43, PENALTIES AND APPEALS.

30.13 Individuals who do not display a Personnel Identification Badge, and who are not under Escort by an Authoriz ed Person displaying a Personnel Identification Badge, shall immediately be report ed to the Airport Director and shall be escorted off the AOA by the Airport Director or his staff.

30.14 Authorized Persons w ho have been issued a Personnel Identification Badge and are involved in an accide nt while operating on the AOA will be asked to submit to a drug-screening test. Author ized Persons who refuse to submit to the drug-screening test will be consi dered as having failed the test and the Authorized Person will be consider ed to be under the influence of drugs or alcohol.

30.15 Controlled Access to the AOA . Any Airport Tenant that has direct access to the AOA, should, because of their imm ediacy of access, be considered part of the AOA. These Airport Tenants shal l therefore take measures to protect access to the AOA. As required by TSA 1542.113 Airport Tenant Security Programs, the Airport Tenant must a ssume responsibility for specified security measures of the Secure Area, AOA, or SIDA. Airport Tenants are encouraged to develop individual securi ty programs designed to meet the needs of their particular businesses. In all cases such security programs must be approved in writing by the Airport Director.

30.16 While on the AOA, customers and cli ents of the Airport or Airport Tenants must be under Escort at all times. Failure to provide an Escort may constitute the issuance of a Notice of Violation that could result in sanctions.

See Section 43, PENALTIES AND VIOLATIONS
for a discussion on the
scope of fines/penalties associated with vi olations of the Airport Security Program.

30.17 The Airport Operations and Security Department administers the licensing program for drivers on the AOA. This program involves a study element that describes the procedures for driv ing on the AOA at SCLA. A written test will be administered and all applicants must pass the test in order to receive a license to drive on the AOA.

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

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Department. All Vehicles that operat e on the AOA will be issued a Radio Call Sign that must be utilized wh ile on the AOA. Airport Standard Operating Procedure No. 200-01 describes the Radio Call Sign Procedure.

30.19 Perimeter Security . The Airport is surrounded by an eight-foot (8’) high chain link fence. Barbed wire is pl aced atop this fence. There are numerous locked gates that access the Airport perimeter. Airport Tenants that are situated on the immediate perimeter of the AOA must employ secured personnel doors.

30.20 All Persons that operate on the Airpor t are charged with the responsibility of maintaining the security of the Airpor t. To this end, Persons who observe breeches in security are to call said in cidents to the attention of the Airport Operations and Security Department.

30.21 A Person’s responsibi lity under Section 30.20 includes breeches to the procedural elements of the Airport Security Program, as well as the physical elements of the Airport Security Program (perimeter fence, vehicle gates, etc.).

30.22 The issuance under this Section of either (i) a Personnel Identification Badge, or (ii) a Personnel Identification Badge with Driving Permit to drive on the AOA, shall be conditioned upon the express consent of the Individual to whom the badge is issued, to a dr ug and alcohol screening in the event that 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 or Personnel Identification Badge with Driving Permit has been issued (a) tests positive for the use of a controlled s ubstance not prescribed by a physician or has a blood alcohol content equal to or in excess of .08, or (b) refuses to consent to a drug and alcohol screeni ng, then such Indi vidual’s Personnel Identification Badge a nd/or Driving Permit shall be revoked by the Airport Director.

30.24 A Personnel Identification Badg e and/or Driving Permit which has been revoked under Section 30. 23 of these Rules and Regulations will remain revoked until the Individual ’s employer petitions the Airport Director in writing, to have said Individual’s Personnel Identification Badge and/or Driving Permit reinstated.

30.25 Reinstatement of a Personnel Ident ification Badge and/ or Driving Permit which has been revoked under Sect ion 30.23 of these Rules and Regulations remains the prerogative of the Airport Director; however, reinstatement will not be unreasonably withheld.

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30.26 Reinstatement of a Personnel Ident ification Badge and/ or Driving Permit which has been revoked under Sect ion 30.23 of these Rules and Regulations will depend on, as a minimum, the employ er’s verification of a negative drug test as part of a return to duty test. Any Individual who has verified positive drug test results on two drug tests will not be permitted to thereafter work or drive on the AOA, r egardless of whether such Individual is accompanied by an Indi vidual properly in posse ssion of a Personnel Identification Badge and/or Permit.

SECTION 31. AIRPORT SECURITY AREAS:

31.1 Unauthorized Entry and Exit : No Person shall seek entry to or exit from Airport Security Areas except through designated entrances and exits. No Individual shall seek entry to or exit from Airport Security Areas over, under or through fencing, walls, window, air or other vents.

31.2 Only Authorized Persons, or those Individuals under Escort, shall have access by any means to Airport Security Areas.

31.3 A Person performing an Escort must, at all times, be in a position to actively monitor, direct and control the move ments and actions of the accompanied Individual(s).

31.4 No Individual shall ente r/exit or allow another I ndividual to enter/exit into Airport Security Areas except by usin g his Personnel Identification Badge.

No Individual shall follow another Individual into an Airport Security Area without first using his or her Pers onnel Identification Badge through any electronic access installed at the entry /exit point. This provision does not apply to an Individual under Escort

31.5 No Individual shall drive a Vehicle into Airport Security Areas unless the Individual has used his or her Pers onnel Identification Badge to open any electronic access installed at the entry point. No Individual shall allow other Vehicles to follow or tailgate in Airpor t Security Areas. This provision does not apply to Vehicles under Escort.

31.6 No Person shall tamper with or in any way hamper the effective operation of Security Devices.

31.7 Security of Access Points
: No Person shall leave open, propped or
unsecured any door, gate or access point leading to or allowing access to Airport Security areas. No Person sha ll hold, prop or caus e a door, gate or access point to be open beyond the period of time allowed by a Security Device unless an Authorized Person attends the door. When an Authorized Person is attending a security door, he or she must be physically present at the door and must use his or her Pers onnel Identification Badge to activate additional time for the door to be open.

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SECTION 32. RESPONSIBILITY OF AIRPORT TENANTS:

32.1 Adherence to the Security Rules and Regulations : Airport Tenants with access to Airport Security Areas on t heir leased area shall follow these Rules and Regulations by posting signs, approved by the SCLAA, which prohibit access into the Airport Security Areas. Airport Tenants with access to Airport Security Areas shall at all times keep the access secured or staffed in a manner that prevents unauthorized Individuals from accessing Airport Security Areas. Airport Tenants shall retain keys or other means of access to Airport Security Areas under their control and issue such access only to Authorized Persons.

32.2 Airport Tenants with acce ss to Airport Security Areas shall appoint at least one employee of the Airport Tenant as the security contact primarily responsible for the Air port Tenant’s leased area which access Airport Security Areas. Airport Tenants sh all advise the Airport Security Coordinator in writing of the Individual or Individuals at all times having such responsibility.

32.3 Airport Tenants must provide a quarte rly employee roster to the Airport Operations and Security Department in the months of January, April, July and October, and immediately notify the Airport Operations and Security Department of employee separation.

32.4 Airport Tenants must immediately confiscate Personnel Identification Badges, with or without access media, as well as any keys that would allow access to the Airport, from Individuals upon separation of employment. Any misuse or willful failure to return a Personnel Identification Badge is punishable 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 Area through a Security Screening Area unless first going through equipment that has been installed for inspection of I ndividuals and their belongings. Armed federal and local law enfor cement officers on official duties at the Airport, airport operations and maintenance per sonnel, and others exempted by the FAA do not have to be inspected, provided they follow FAA and TSA regulations.

33.2 Statements Against Avia tion Safety or Security : No Person shall make a statement to another so as to indicate that the Person or another may have possession 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 the performance of his or her official j ob duties or lessen the ability of such person 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 her official job duties or lessen the abilit y of such aircraft crewmember to perform his or her duties.

33.5 Unattended Baggage : No Person shall leave any bag, luggage, box or container unattended in the terminal areas of the Airport, which are accessible to the public.

33.6 Presenting a Weapon at Security Screening Area : No Person shall place firearm(s), explosive device(s), knife/ knives or other FAA/TSA prohibited items that could be used as a w eapon onto inspection equipment at a Security Screening Area without first dec laring such item(s). Only Persons authorized by the TSA may test Security Screening Areas.

SECTION 34. ENFORCEMENT:

34.1 Notices of Violation : The Airport Operations and Security Department will conduct inspections and enforce violat ions of these Rules and Regulations, Minimum Standards, and any permits issued hereunder regarding activities at the Airport. All Personnel Identifi cation Badge holders and persons with access cards will be subject to a Notice of Violation (NOV) when reasonable grounds exist to believe that Rules and Regulations, Minimum Standards or a permit have been violated, either by commission or omission.

34.2 NOV’s will be monitor ed and issued by Airport Operations and Security Department personnel or by recommendat ion from an Authorized Person of Authority. A copy of the NOV will be given to the Personnel Identification Badge 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 from suspension to revocation. Any violati on of a severe nature as determined by the Airport Director will warrant imm ediate suspension or revocation of the Personnel Identificati on Badge. Severe violati ons include, but are not limited to, any violation that may result in property damage, injury, runway incursions, or other safety hazards, or that threatens the environment or public welfare.

34.4 The receipt of three (3) NOVs, whic h have not been appealed or that have been upheld upon appeal, within a twent y-four (24) mont h period will be considered grounds for revocation of the Personnel Identification Badge.

34.5 When an NOV or sa nction is issued, a letter indica ting as such will be sent to the Individual’s employer, advising the employer of the violation.

34.6 Upon written request, t he Airport Security Coor dinator may review and recommend modification of the NOV.

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SECTION 35. SUSPENSIONS:

An Individual’s authorization to use a Personnel Identification Badge may be suspended for any of the following reasons:

1. Violation of these Rule and Regulations.

2. Violation of any rule or regulation of SCLAA for which a criminal penalty may be imposed.

3. Violation while on Airport proper ty of any law of the State of California or the United States for which a criminal penalty may be imposed.

4. Actions which interfere with or threaten the operation of the Airport, or the comfort, safety or convenience of passengers, Authorized Person’s employed by the City of Victorville, or otherwise constitute just cause for suspension.

35.2 The Airport Director or an Airport Security Coor dinator shall issue written notice of the Suspension, which sha ll state the nature and date of the violation, the length of Suspension, and the date the Suspension shall begin and the Individual’s right to have a hear ing pursuant to the provisions of Section 43 of these Rules and Regulat ions. The suspension may be for up to ninety (90) days as determined by the Airport Director or the Airport Security Coordinator.

SECTION 36. REVOCATION:

36.1 An Individual’s author ization to use a Personnel Identification Badge may be revoked for any of the following reasons:

1. Any act that seriously endangers property or Persons or indicates willful or reckless disregard for, and which has an immediate impact on the health, safety or welfare of the public or poses a serious threat to the security of the Airport.

2. A violation warranting Suspensi on where the Individual has had a previous suspension for the same or similar offense.

36.2 The Airport Direct or or Airport Security Coordinator shall issue a written notice of Revocation, which shall state the nature and date of violation, the date and Revocation shall begin, and the Individual’s right to a hearing pursuant to the provisions of Section 43 of these Rules and Regulations.

SECTION 37. LIABILITY INSURANCE:

37.1 Every Airport User shall carry insuranc e as required by their lease, sublease or permit to operate on Southern California Logistics Airport and as required

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by State and Federal regulations. Any person operating a vehicle within the fenced area of the Airport, who does not have a lease, sublease, or Operating Permit, is required to have comprehensi ve automobile insurance with combined single limits for bodily injury and property damage of not less than $1,000,000.

37.2 Airport Users shall prov ide Certificates of Insu rance naming VVEDA, SCLA and Stirling Airports International as Additional Insured’s with respect to their lease, sublease or permit. These Certificates of Insurance shall also provide for a 30-day Notice of Cancellation for those policies listed on the Certificate of Insurance.

37.3 The Airport User shall formally advise its Insurers that all Vehicles in use with or without valid Airside Vehicle Permits ar e intended to be operated on that portion of the Souther n California Logistics Air port premises known as Airside, and should those Insurers ex clude, limit, or otherwise restrict coverage while the Vehicle is on Airs ide, the Occupant shall obtain and keep in full force and effect at all ti mes, a policy of Aviation Liability insurance covering both license-plated and unlicensed plated Vehicles while on 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 operat ed by any other Person, while such Aircraft, parts, instruments, or tools are stored or otherwise left on SCLA, or within its hangars, building, or facilities, without th e written consent of the owner/operator thereof, except upon satisfactory evidence of the right to do so duly presented to the Airport Director, or authorized by him or so ordered by a court of competent jurisdiction.

38.2 Land, takeoff, taxi, or otherwise operat e any Aircraft on, at, or from SCLA when he knows such Aircraft is not oper ating properly, or is equipped with any part or safety device which is defecti ve or unsafe. Deviations from this restriction shall only be permitted by s pecific authorization from the Airport Director and/or FAA if required, or his designated representative.

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

38.4 Operate any aircraft on, at, or in the vicinity of SCLA in willfu l or wanton disregard for the safety of persons or property, whet her his own or that of others.

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38.5 Engage in the performa nce of any aerobatics, stunt, or maneuver not necessary to a normal ta keoff, landing, normal turn or level flight of the Aircraft, over or within one mile of the exterior boundaries of the airport without the permission of the Airport Director or ATC.

38.6 Engage in the sale of any goods, wa res, merchandize, or services at or upon the Airport without first having se cured from the Airport Director a lease or permit therefore, and paying any required fees for such lease or permit.

38.7 Board an aircraft at the Airport wit hout the prior approval of the Aircraft’s owner or representative.

SECTION 39. AIRPORT CLOSURE:

39.1 The Airport Director is hereby directed and authorized to close the Airport, or portions thereof, or susp end operations related to the land ing, takeoff, or taxiing of Aircraft during any period in which he determ ines that such operations, or their continuance, would be hazardous.

39.2 Causes for such closure could incl ude, but would not be limited to, adverse weather conditions, runway maintenance or repairs, runway obstacles, fire, Aircraft or other accident.

39.3 The Airport Director or his designee shall immediately notify the Riverside Flight Service Station and issue a NOTAM, advising of the closure.

SECTION 40. THRU-THE-FENCE ACTIVITIES:

40.1 Thru-the-fence activi ties, defined as accessing th e Airport from private land outside the airport perimeter for the purpose of utilizing or otherwise benefiting from the Airport, are strictly prohibited.

SECTION 41. SEVERABILITY:

41.1 Should any article, section, sub-se ction, sentence, clause or phrase of these Rules and Regulations be held invalid or unconstitutional for any reason, such decision shall not affect the remaining portion of these Rules and Regulations.

41.2 The SCLA Au thority hereby declares that it would have adopted these Rules and Regulations and each article, secti on, sub-section, sentence, clause or phrase, regardless of the fact that an y one or more articles, sections, sub- sections, sentences, clauses, or phrases be declar ed invalid or unconstitutional.

SECTION 42. DISMANTLING AIRCRAFT:

42.1 No Person shall disman tle an Aircraft of any type outside of a hangar unless they receive prior written approval fr om the Airport Director. Any Person permitted to dismantle an aircraft outside of a hangar must:

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

42.3 Conduct all aircraft dism antling within a fenced in area to prevent visual contact with the dismantling activity.

42.4 Return the area used for dismantling to its original condition as approved by the Airport Director in his/her sole discretion.

42.5 Procure a performance bond to ensure any contamination, remediation of contamination and the dismantling area is returned to its original state. The amount of the bond will depend upon the procedures set forth in the request and 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, the availability of land to conduct dismantling and other airport operating requirements and/or constraints, the Airport Director will either approve the Aircraft dismantling request by issuin g a written Letter of Permit with appropriate indemnities and airport prot ection provisions to the requesting person or business or deny the request by providing a Letter of Denial to the requestor.

SECTION 43. PENALTIES AND APPEALS:

43.1 Fixing penalties for violations: Any Airport User including, without limitation, sublessees, suppliers, contra ctors, guests, invitees, or others that do not adhere 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, denial of the use of the Airport for a specified period of time, and/or a referral to the Transportation Security Administration and/or Airport Authority Attorney with a recommendation for criminal prosecution.

43.3 In determining the sanctions to be imposed, the Airport Director may take into consideration any mitigating or aggravating factors th at may exist including, without limitation, the number of previous violations and the cooperation of the person involved.

43.4 Fines shall be assessed from $ 100.00 to $10,000.00 per day per incident depending on the severity of the violation.

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43.5 Should an infraction occur, and should the infraction and situation surrounding the 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 and subjected to late fees and default provisions as set forth in a Sublessee’s land or facility Sublease.

43.7 Fines assessed to Airport Users who do not have a land or facility Sublease at SCLA, shall be paid before the Airport User is perm itted to use the Airport again.

43.8 Continuous violation of these Rules and Regulations shall result in denial to use the Airport. Attachment B provid es an example of fines as may be applied.

43.9 Removal from Airport Premises
: The Airport Director, or his designated
representative, may order removal of anyone from the Airport who knowingly and willfully violates any provision of these Rules and Regulations.

43.10 Recourse unde r Tenant’s Lease: SCLAA may take ac tion against Airport Tenants under their lease agreements irrespective of any other penalties under these Rules and Regulations.

43.11 RIGHTS OF APPEAL : Fines and other sanction s may be appealed to the Executive Director. Reque sts for appeal must be made in writing to the Executive Director within ten (10) bu siness days from the date the fine was presented to the Airport User.

43.12 The Executive Director (or his de signated representative) will convene an administrative hearing and shall serve as the hear ing officer (the “Hearing Officer”). Failure of any Airport User to properly file an appeal shall constitute a waiver of its right to an administrative hearing and adjudication of the fine or any portion of the total amount of the fine.

43.13 The Airport User or ot her Person in receipt of the fine or sanction shall be provided a written notice of the date, time, and loca tion of the hearing. The notice will include the date, time and nature of the alleged violation.

43.14 The hearing shall be conducted in an informal manner an d strict rules of evidentiary procedure will not apply. The Hearing Officer may consider any evidence that is reasonabl y probative and aids in the determination of the facts.

43.15 Parties are entitled to be represented by an attorney of th eir choice, to bring witnesses, and present documentary evidence. Parties have the right to have

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all records or documents relevant to the proceedings provided to them at the cost of reproduction.

43.16 At the conclusion of the appeal hearing, and pursuant to the Hearing Officer’s authority, the Airport Director’s im position of sanction s may be upheld, modified or reversed. Parties will be provided with the results of the hearing in writing, including any penalties imposed by the Hearing Officer. The decision of the Hearing Officer is final.

SECTION 44. EFFECTIVE DATE

44.1 These changes contai ned in the Southern Californ ia Logistics Airport Rules and regulations shall be of full force and effective immediately upon filing of same with proof of pub lication with approval of the Southern California Logistics Airport Authority.

____________________________
Peter R. Soderquist
Airport Director

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Attachment A

SOUTHERN CALIFORNIA LOGISTICS AIRPORT
Airport Rates and Charges

Introduction / Guiding Principles:

A.1 In establishing a Schedule of Airport Rates an d Charges, the Southern California Logistics Airport Authority (the “Airport Authority”) is required by federal regulations to ensure that char ges are fair, reasonable and non- discriminatory. Further, Airport Rates and Ch arges are to be reasonably consistent with the rates and charges being applied by other airports for similar types of activities , unless there is a specia l situation unique to the Southern California Logistics Airport.

A.2 The Airport Authority fully recognizes the FAA prohibition against the diversion of Airport revenues for non-airport purposes. It is recognized that failure to collect fair and reasonable fees and market-based rents for the use of Airport property, facilities and equipment can be considered a form of Revenue Diversion. The Authority also recognizes the FAA requirement to establish a Schedule of Rates and Char ges that will pe rmit the Airport to be as self- sustaining as possible.

Airport User Fees Defined:

A.3 Aircraft Landing Fees: The Sout hern California Logistic s Airport Authority (SCLA) has expended a si gnificant amount of funds to provide aviation facilities for the benefit of aircraft owners and operators. Landing fees are assessed to help offset the cost of operating and maintaining the Airport’s runway, taxiway, and aircraft parki ng ramp areas. Landing fees are based upon the Certified Maximum Gross Landing Weight (MGLW) of the aircraft multiplied by the Airport Authority’s established landing fee rate per 1,000 pounds of Certified Maximum Gross Landing Weight.

A.4 Commercial Aircraft: The Air port Authority assesses a landing fee on each aircraft landing conducted by an airlin e or other commercial Air Carrier, operating under FAR Part 121 (airline), Part 129 (inter national airline), Part 135 (air taxi), or other similar regulat ion, regardless of the purpose of the landing.

A.5 Signatory Landi ng Fees: Signatory landing fees are assessed to an airline, or other large (over 75,000 lbs MGLW ) commercial aircraft operator having a Signatory Operating Agr eement with SCLA. To be eligible for Signatory Operating Agreement stat us, the operator must have one or more of the following:

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i. A lease with the Airport Authority of a ground site having at least 10,000 square f eet or more that is used to accommodate the organization’s primary base of
business on Airport property.

ii. A lease with the Airport Authority, or an approved sublease, of a building, or part of a bu ilding totaling at least 4,000 square feet that is used as the
organization’s primary base of operations on the
Airport.

iii. Commercial Airlines operating under the military
Civilian Reserve Air Force (CRAF) program.

A.6 Non-Signatory Landing Fees: N on-signatory Landing Fees are assessed at a rate of 125% of the Signatory Landing Fee rate for large commercial operators (over 75,000 lbs MGLW) usi ng the Airport who do not have Signatory Operating Agreement status with the Airport Authority, or have an agreement, but do not meet any of the Si gnatory eligibility criteria specified in paragraph 2 above. The Non-Signatory Landing Fee is intended to compensate the Airport Authority for the operator’s use of the Airport’s runway and taxiway areas as well as compensation for the privilege of being able to access the airport to conduct business.

A.7 Private Aircraft: The Airport Authority assesses a landing fee on each aircraft landing conducted by large private operators (over 75,000 lbs MGLW) operating under FAR Part 91, or other similar regulation, regardless of the purpose of the landi ng. Landing fees for pr ivate aircraft that are operated under FAR Pa rt 91 and are based at th e airport under conditions set forth in a long term agreement with the Authority will be charged landing fees as required by that agreement.

Aircraft Parking Fees:

A8. Signatory Aircraft Parking Fees: Ai rcraft having Signatory status as defined in A.1 above, are not required to pay parking fees during the time an aircraft is in the loading/ unloadi ng process (24 hour maximu m). Signatory Aircraft are also exempt from aircraft par king fees on the weekend, and over national holidays, as long as the we ekend/holiday parking occurs in the middle of the loading/unloading process. Signatory Aircraft that are not in the unloading/loading process, and/or use airc raft parking areas in excess of the 24-hour maximum, are required to pay established aircraft parking fees.

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

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A10. Private Aircraft: All private aircraft (both heavy and light) are required to pay aircraft parking fees. Aircraft that ar e based at the airport under conditions set forth in a long term agreement with t he Authority will be charged parking fees as required by that agreement.

A.11 Aircraft Storage Fees: Aircraft stor age fees are charged to aircraft that are stored on areas other than the main parking apron. Fees are payable under one of three different categories: under 50,000 lbs MGTW, narrow body aircraft, and wide body aircraft. Remote aircraft storage is occasioned by the many acres of closed runways and taxiways that make a suitable “hard stand” for aircraft parking. The availabilit y of these areas is directly related to the longevity of these surfaces. As these surfaces fail to be usable for aircraft parking, they will be removed from the inventory of remote parking.

The Airport Authority makes no repres entation that it will maintain these surfaces and those businesses that stor e aircraft thereon do so at their own risk.

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

A.13 Fuel flowage and fuel storage fees reflect the int ent of the Airport Authority to generate reasonable revenues for the use of the airport’s fuel storage facility, while at the same time, enc ouraging aircraft operators to use SCLA as a base of operations.

A.14 All fuel sold at SCLA is subject to the described fuel flowage fees with following exceptions:

1. Non-Signatory Air Cargo Oper ators: Commercial Air Cargo Operators that are cons idered Non-Signatory as defined in Section A.1 above and pre-purchase f uel that is stored in the Airport’s fuel farm for use in their aircraft, shall pay flowage fees and storage fees.

2. Signatory Cargo Operators: Co mmercial Air Cargo Operators that meet the requirements of Signatory st atus as defined in Section A.1 above and pre-purchase fuel that is stored in the Airport’s fuel farm for use in their aircraft shall pay the appropriate storage fee.

3. Non-Commercial Signatory: Ba sed operators (signatory) that are non-commercial (Part 91) will pay the appropriate storage fee and a modified flowage fee as provided in the operators lease agreement.

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Southern California Logistics Airport
Schedule of Rates and Charges

Landing Fees
:

Signatory airline (over 75,000 lbs MGLW) $ .85 per 1,000 pounds MGLW Non-signatory airline (over 75,000 lbs MGLW) $1.06 per 1,000 pounds MGLW Private aircraft (over 75,000 lbs MGLW) $ .85 per 1,000 pounds MGLW

Fueling Fees
:
(Flowage fee -$ .08 per gal; Storage fee -$ .02 per gallon)

Aircraft Parking Fees
: (commercial aircraft)

Signatory airline $200.00 per day
Non-signatory airline $200.00 per day

Transient Aircraft Tie down Fees
: (general aviation aircraft; main ramp)

Single engine . . . . . . . . . .. . .. . . . . . . $ 5.00 per day $ 80.00 per month Multi engine . . . . . . . . . . . . . . . . . . . . . $ 10.00 per day $120.00 per month Mid-weight aircraft (12.5K lbs to 25K lbs) $ 20.00 per day $200.00 per month Large aircraft (25Klbs to 100K lbs) $ 30.00 per day $300.00 per month Narrow body . . . . . . . . . . . . . . . . . . . . .$100.00 per day $1,000.00 per month Wide body . . . . . . . . . . . . . . . . . . . . . . . $200.00 per day $2,000.00 per month

Wash Rack:

Any aircraft……………………………….........$ 40.00 per hour $240.00 per day

Live Scan Fingerprint Transmission Fee Per Applicant for Criminal History Records Check:

Call Airport Operations at (760) 243-1915 for Fingerprint transmission fees.

Personnel Identification Badge

Personnel Identification Badge with or without access card……….…...$ 10.00 Lost Personnel Identification Badge …………………………………….$ 100.00

(Fees are subject to change)

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Notes:

Parking charges for Signatory Airlines do not apply for the first 24 hours, weekends, or holidays. Transient airc raft tie down fees apply to aircraft remaining overnight. Transient airc raft remaining parked longer than overnight Military aircra ft are exempt from payi ng landing, parking and storage fees.

Definitions
:

Signatory
–
Having a lease or sublease of a ground site or build ing space on the Airport in accordance with the Airport Author ity’s Rates and Charges Policy; or, an airline having a contractual airl ine operating arrangement with an organization that has such a lease on airport property.

Non-signatory –
Those operators who do not have an On-Airport Lease Agreement with the Airport 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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Attachment B
SCLA

SCHEDULE OF FINES

B.1 In most situations , a sanction or fine will be le vied upon the employer of the Individual involved in the infraction. All sanctions or fines assessed will be added to the employ er’s basic monthly rent and subjected to late fees and default 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 at SCLA, shall be paid before the Airport User is perm itted to use the Airport again. Continuous violatio n of these Rules and Regul ations shall result in denial to use the Airport.

B.2 The following schedule should be regarded as a suggested schedule of fines. 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. $100.00
Operating a vehicle on the AOA without:

Airport Issued I’D Badge or drivers permit, appropriate markings or two-way radio communication with ATCT. $100.00 Runway incursion. $500.00
Taxiway incursion. $300.00
For negligence resulting in, and failure to correct, FOD $100.00

B.4 For breeches in security such as:

1. Leaving a perimeter gate unattended. $100.00

2. Failure to accompany non-badge d person on the AOA. $100.00

3. Sharing a security code or vehicle gate card. $300.00

4. Bypassing Security. $300.00

5. Sharing a Personnel Identif ication Badge. $300.00

6. Losing a Personnel Identific ation Badge. $100.00

B.5 For miscellaneous infractions of the Rules and Regulations such as:

1. Smoking in a non-approved area. $100.00

2. Parking or storing aircraft in non-approved areas. $100.00

3. Performing aircraft maintenance in unauthorized areas. $100.00

4. Knowingly allow an unsafe condition to exist. $300.00

5. Bringing an unauthorized vehicle on the airport. $100.00

B.6 A Federal Aviation Administrati on (FAA) or Transportation Security Administration (TSA) fine levied at the SCLA may be directly forwarded to a tenant if such tenant action is cause for the FAA/TSA penalty

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A second violation of the above listed offens es will result in the doubling of the applicable fine. A third offense will result in the tripling of the applicable fine and a suspension of privileges until corrective actions are taken and documented.

SCLAA Standard Sublease Page 31 Boeing Bldg 676, 677 & 678

EXHIBIT D

USE AND CONDITION OF SUBLEASED PREMISES

The Subleased Premises are to be used by the Sublessee in the performance of its flight test operations, MRO and related support and maintenance activities. Related activities include the use of the Subleased Premises for aircraft maintenance, repair, overhaul, assembly, or in support of aircraft asset management, alteration, weight and balance checks, and inspections. Under no circumstances shall Sublessee perform any painting or fueling operations at the SCLA. Related activities also include the use of the office space for general office and data processing uses pertaining to the performance of the Sublessee’s operations. The use of the Cargo Ramp Space is permitted as outlined in the Sublease Agreement for Boeing Flight Test aircraft only and for no other purpose unless expressly agreed to by the Sublessor in writing.

Right of Use space located along the south side of Hangar Building s 676 and 678 shall allow for the parking of Sublessee’s aircraft however in no event shall said Right of Use space allow for the storage of dismantled aircraft or aircraft being dismantled.

The Right of Use space located along the northern side of Hangar Buildings 676 and 678 identified as “Right of Use” shall be shared and used as common ingress and egress with other hangar buildings at SCLA. Sublessee shall not cause this Right of Use space to become blocked or limit use of this area by other aircraft needing to enter adjac ent hangars. This Right of Use area will be available for Subl essee to use for staging of aircraft prior to entering the Subleased Premises and also may be used as an extension of the hangar for servicing aircraft as long as this use does not impede the ingress, egress or business operations of adjacent hangars and does not result in undue wear and tear or damage to the Right of Use space.

Aircraft parking space (“Aircraft Staging Space”) adequate for the parking of two (2) B - 747 sized aircraft. The Aircraft Staging location is subject to change upon approval by Sublessor and reasonable advance written notice to Sublessee. In the event Sublessee requires aircraft parking space greater than that provided as Aircraft Staging Space, such additional aircraft parking space shall be approved first by the Airport Director (or its designee).

The condition of the Subleased Premises shall be established resulting from a walk - through inspection attended by both Sublessor and Sublessee during the routine annual inspection since the Sublessee is the current tenant of the hangar buildings. The findings of this walk-through inspection shall be memorialized at the time of the walk -through via the SCLA Property Lease Checklist.

SCLAA Standard Sublease Page 32 Boeing Bldg 676, 677 & 678

EXHIBIT E

SELECTED FAA RULES AND REGULATIONS

EXHIBIT E

SELECTED FAA RULES AND REGULATIONS

SUBLEASE PROVISIONS REQUIRED BY THE FEDERAL

AVIATION ADMINISTRATION

1. The Sublessee, for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree “as a covenant running with the land” that in the event facilities are constructed, maintained, or otherwise operated on the property described in this Sublease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Sublessee shall maintain and operate such facilities and services in compliance with all requirements imposed by the Non- discrimination Acts and Regulations set forth in the Pertinent List of Non-Discrimination Authorities in Provision 19 hereof (as such may be amended), such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied benefits of , or otherwise subjected to discrimination in the use of said facilities.

2. The Sublessee, for himself/herself, his/her heirs, personal representative, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree “as a covenant running with the land” that: (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, (3) that the Sublessee shall use the premises in compliance with all other requirements imposed by or pursuant to the Non-Discrimination Acts and Regulations set forth in the Pertinent List of Non-Discrimination Authorities in Provision 19 hereof (as such may be amended).

3. In the event of breach of any of the above nondiscrimination covenants, Authority shall have the right to terminate the Sublease, and to reenter and repossess said land and the facilities thereon, and hold the same as if said Sublease had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are allowed and completed including expiration of appeal rights.

4. Sublessee shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service: PROVIDED THAT the Sublessee may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers.

5. Non-compliance with Provision 4 above shall constitute a material breach hereof and in the event of such non-compliance, Authority shall have the right to terminate the Sublease Agreement and the estate hereby created without liability therefor, or at the election of the Authority or the United States, either or both said Governments shall have the right to judicially enforce provisions.

EXHIBIT E

6. Sublessee agrees that it shall insert the above five provisions in any lease/sublease agreement, by which said Sublessee grants a right or privilege to any person, firm or corporation to 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 are promulgated 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 benefiting from Federal assistance. If the Sublessee transfers its obligation to another, the transferee is obligated in the same manner as the Sublessee. This provision obligates the Sublessee for the period during which the property is owned, used or possessed by the Sublessee and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required 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 or consent 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 by 14 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 14 CFR, Part 152, Subpart E. The Sublessee assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered 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 affirmative action programs and that they will require assurances from their sub-organizations, as required by 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 the airport as it sees fit, regardless of the desires or view of the Sublessee and without interference or hindrance.

11. The Authority reserves the right, but shall not be obligated to the Sublessee to maintain and 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 or future 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 and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the premises herein subleased. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operation on this airport.

EXHIBIT E

14. Sublessee agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of building is planned for the Subleased Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Subleased Premises.

15. Sublessee, by accepting this Sublease expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object nor permit the growth of any tree on the land subleased hereunder which would violate the obstruction height limitations as set forth in Federal Air Regulation (FAR), Part 77. In the event the aforesaid covenants are breached, the Authority reserves the right to enter upon the land subleased hereunder and to remove the offending obstruction, all of which shall be at the expense of the Sublessee.

16. The Sublessee, by accepting this Sublease, agrees for itself, its successors and assigns that it will not make use of the Subleased Premises, in any manner which might interfere with the landing and taking off of aircraft from this airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the Authority reserves the right to enter upon the premises hereby 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 the granting of an exclusive right within the meaning of Section 308a of the Federal Aviation Act of 1958, as amended.

18. This Sublease and all the provision hereof shall be subject to whatever right the United States 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 by the United States during time of war or national emergency.

19. The following constitutes the Pertinent List of Non-Discrimination Authorities, which are incorporated 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 of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property 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.), (prohibits discrimination on the basis of age);

EXHIBIT E

• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).