Attachment 0027 - ARMS Tenant Use Agreements.pdf

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ORDNANCE SYSTEMS INC.

Radford Anny Ammunition Plant

BAE SYSTEMS

TENANT USE AGREEMENT

FOR FACILITIES AND EQUIPMENT

AT

RADFORD ARMY AMMUNITION PLANT,

RADFORD, VIRGINIA

USCOC Of Virginia RSA #3, Inc., a Virginia Corporation

Radford Army Ammunition Plant

Contents

1.1 - Agreement

1.2 - Parties of Agreement

1.3 - Term of Agreement

1.4 - Notices

2.1 - Financial Consideration

2.2 - Usage Fees

2.3 - Provision and Cost of Utilities

2.4 - Provision of Services

2.5 - Payments

2.6 - Late Payments

3.1 - Property

3.2 - Property Definitions

3.2.1 - Real Property

3.2.2 - Personal Property

3.2.3 - Government Furnished Property

3.2.4 - Tenant Acquired Property

3.3 - Title to Property

3.4 - Removal of Tenant Property

3.5 - Property Control

4.1 - Government Furnished Property (GFP) ................................................................................ s

4.2 - GFP Overview

4.3 - Right of Use .................................................................................... ........................................... s

4.4 - Access to Facilities .................................................................................................................. s

4.5 - Condition of GFP

4.6 - Maintenance of GFP

4.7 - Damage to GFP

4.8 - Structures and Fixed Improvements

5.1 - Site Stewardship and Compliance

5.2 - Flow-Down Regulations

5.3 -Site Standards

5.4 - Licenses, Permits, Preexisting Conditions

6.1 - Legal

6.2 - Applicable Laws and Regulations

6.3 - Compliance and Termination

6.3.1 - Termination for Cause or Default

6.3.2 -Termination if BAE Systems is Terminated by the Government

6.3.3 - Termination if Facility Use Approval is Terminated by Government

6.3.4 - Termination for Convenience of the Tenant

6.3 - Transfers, Assignments, Sub-Agreements

6.4 - Taxes

6.5 - Default

6.6 - Release of Agreement

6.7 - No Waiver

6.8 - Severability

6.9 - Limitation of Liability

6.10 - Arbitration

6.11 - Governing Law

6.12 - Indemnification

6.13 - Agreement Changes and Adherence

6.14 - Authorities

6.14.1 - Authorized Representatives

6.14.2 - Government

6.15 - Insurance

7.1 Standards of Ethical Conduct

7.2 - Ethical Conduct

7.3 - Gratuities

7 .4 - Kickbacks

8.1 - Miscellaneous

8.2 - Captions ............................................................... .......... :

8.3 - Signs

8.4 - Publications

8.5 - Agreement Changes and Adherence

Exhibit A- Government Furnished Property (Facilities and Equipment) Approved for Tenant Use

Exhibit B- Schedule of Use and Utilities Fees

Attachment 1 - Standard 1: Emergency Response

Attachment 2 - Standard 2: Personnel Registry

Attachment 3 - Standard 3: Health and Safety

Attachment 4 - Standard 4: Environmental Protection

Attachment 5 - Standard 5: Government Furnished Property Use Plan

Attachment 6 - Standard 6: Government Furnished Property Maintenance

Attachment 7 - Standard 7: Security and Loss Prevention

Attachment 8 - Standard 8: Property Control Plan

Attachment 9 - Standard 9: Hazardous Material Surveillance and Storage

Attachment 10 - Standard 10: Insurance Requirements

Attachment 11 - Tenant Personnel Register

1.1 -Agreement

1.2 - Parties of Agreement

BAE Systems Ordnance Systems, Inc. (hereinafter "BAE Systems") has been granted the use of certain facilities and equipment located in Pulaski and Montgomery Counties, in the Commonwealth of Virginia, known as the Radford Army Ammunition Plant (hereinafter "RFAAP"), by the United States Government, through the U.S.

Industrial Operations Command (hereinafter"Government").

BAE Systems has been granted the right to enter into agreements for use of portions of RFAAP not currently mission critical or necessary to its operations, subject to its rights to use RFAAP under the Facilities Use Contract; and

Tenant desires to enter into Agreement to use portions of RFAAP, subject both to the terms of this Agreement, and BAE Systems rights under the Facilities Use Contract.

Facilities Use Contract, Contract Number W52P1J-11-C-0012 Tenant Use Agreement (TUA) between BAE Systems Ordnance Systems, Inc. (hereinafter "BAE Systems") - acting on behalf of the United States Army, Joint Munitions Command (hereinafter "Government") - and USCOC of Virginia RSA #3, Inc. (hereinafter "Tenant"), is granted per the following conditions.

1.3 - Term of Agreement Tenant Use Agreement begins 1 January 2019 ("Commencement Date") and ends 12 May 2021 ("Expiration Date").

The first Period of this Agreement and the Tenant's use of the Facilities shall be for an initial period of two (2) years, four (4) months, and 11 days.

Tenant Use Agreement may be renewed in accordance with the terms, conditions, and provisions set forth herein and the parties' mutual consent and agreement, for an additional ten (10) Periods. Periods consist of five (5) years. The total combined Term of this Agreement shall not exceed fifty (50) years.

Additional Periods are dependent on written authorization from the Government. The Tenant shall submit a request to exercise an additional Period to BAE Systems at least one hundred-twenty (120) days prior to the Expiration Date of this Agreement. BAE Systems will provide a written response within sixty (60) days of the dated request.

If the Period of this Agreement expires prior to the negotiation and ratification of an additional Period, this Agreement shall be considered terminated as described in Section 6.2- Compliance and Termination.

If the TUA expires before the negotiation and ratification of an additional Period, the Government must approve continued use. Tenant may be allowed continued use of the facility, equipment, utilities, and services subject to the terms, conditions, and provisions of this Agreement on a Month-to-Month basis and will be subject to the adjustment of Usage Fees listed in Section 2.1 - Usage Fees.

1.4 - Notices All notices and/or demands required in this Agreement shall be in writing, with confirmation of receipt by registered or certified mail, postage prepaid or on the next Business Day if transmitted by national overnight courier with confirmation of delivery.

USCOC of Virginia RSA #3, Inc.

8410 Bryn Mawr Avenue Chicago, IL 60631 Attn: Real Estate

BAE Systems Ordnance Systems Inc.

Attention: Contracts 4050 Peppers Ferry Rd.

Radford, VA 24143

All notices and communications from the Tenant related to this agreement or the Armament Retooling and Manufacturing Support Act (ARMS) are to be sent to BAE Systems, acting as the Governments Representative, and shall not be transmitted directly to the Government unless otherwise directed herein.

2.1 - Financial Consideration

2.2 - Usage Fees

Usage Fees are calculated on an annual basis and paid in monthly installments.

Usage Fees, for the initial term, shall be $24,824.40 per year or any part thereof.

Tenant agrees to pay BAE Systems $2,068.70, monthly, on the first day on the month, in the absence of invoice, with no offsets or deductions. Tenant shall continue each month thereafter for the balance of the Period of this Agreement.

Tenant shall pay the first months' usage fee on the Commencement Date of this agreement, pro rata as appropriate.

Usage Fee will increase three and one-half percent (3.5%), compounded annually, commencing on the first (1 st) day of the new calendar year following the Commencement Date and continuing for the balance of the Period of this Agreement.

If the Tenant has made a request to exercise an additional Period within the timeframe specified in Section 1.2

- Term of Agreement and the Term has become Month-to-Month, no increase to the Usage Fee will be imposed.

In the event the Tenant does not request to exercise an additional Period within the timeframe specified in Section 1.2 - Term of Agreement, and in the event the Term of this Agreement becomes Month-to-Month, the Usage Fees shall be subject to a twenty percent (20%) increase (annualized) over the previous Usage Fees until such time as the additional Period is approved and ratified.

Upon request by the Tenant, but no more often than five years, BAE Systems may at their discretion reevaluate and adjust Usage Fees. The Tenant may submit with their request to BAE Systems any relevant information that they would like considered in any such reevaluation

2.3 - Provision and Cost of Utilities BAE Systems will provide electricity, steam, compressed air, sanitary sewage, industrial wastewater treatment, drinking water, process water, thermal treatment of hazardous waste through open-burning and/or confined incineration, telephone, and other utilities to GFP listed in Exhibit A, as required by Tenant.

Tenant agrees to pay for all Utilities used and/or consumed by the Tenant per the utility fees listed in Exhibit B.

Tenant agrees to pay BAE Systems, in monthly installment in arrears, without offset or deduction, the full

Amount owed from the previous month, beginning on the Commencement Date of this Agreement and continuing each month thereafter for the balance of the Period of this Agreement. Payment shall be due within thirty (30) days of the date of invoice.

2.4 - Provision of Services BAE Systems may, but is not obligated to, offer maintenance and other support services which maybe executed under a separate, negotiated Agreement.

2.5 - Payments All payments under this Agreement shall be made to BAE Systems at the address listed below.

Remit to:

BAE Systems Ordnance Systems, Inc.

Attention: Accounts Receivable 4509 West Stone Drive Kingsport, TN 37660

2.6 - Late Payments

Wire Payments:

Delaware Citibank One Penn's Way New Castle, DE 19720 Bank Routing Number: 031100209 Account Number: 38589607 SWIFT Code: CITIUS33DEL

Any payments for Usage/Utility Fees not received by BAE Systems by the fifteenth day of any month shall be subject to late fees.

If BAE Systems does not receive payment for Service Fees or Utilities within fifteen (15) days of receipt of invoice from BAE Systems Tenant shall immediately pay to BAE Systems a late charge equal to three and one half percent (3.5%) of the unpaid amount.

No Late Charge or other penalty shall apply in the event that Tenant has a good faith basis to challenge the accuracy or validity of an invoice and has provided written notice of such challenge to BAE Systems within ten

(10) calendar days of receipt of invoice. Late Charges shall be assessed and compounded monthly against the outstanding balance, until the default amount is resolved. BAE Systems and the Tenant agree that the Late Charge(s) represent a reasonable estimate of costs and expenses incurred by BAE Systems, and is fair compensation to BAE Systems for, its loss suffered by such non-payment by Tenant.

BAE Systems, as required by their Facilities Use Contract, shall notify the Government when a Tenant is thirty

(30) or more calendar days late for any payment under the Terms of this Agreement unless reasonably challenged as described above.

BAE Systems may report the Tenant to creditors, Better Business Bureau, Dun & Bradstreet, or other Government agencies when any payment under the Period of this Agreement meets or exceeds thirty (30) calendar days' delinquent.

Late payments and/or failure to pay may be considered by BAE Systems a material breach of this Agreement as put forth in Section 6.5 - Default of this agreement.

3.1 - Property

3.2 - Property Definitions

3.2.1 - Real Property:

For this Agreement, real property is defined as any interest in land, to include Improvements, structures, and fixtures including prefabricated movable structures, (i.e. Butler-type storage warehouses and Quonset huts, house trailers with or without undercarriages), and appurtenances thereto, under the control of any Federal agency. This definition also includes standing limber and embedded gravel, sand, or stone under the control of any Federal agency.

3.2.2 - Personal Property: For this Agreement, personal property is defined as everything that is the subject of ownership that does not come under the denomination of real property; any right or interest that an individual has in movable things.

3.2.3 -Government Furnished Property:

For this Agreement, Government Furnished Property is defined as all property owned or leased by the Government and subsequently furnished to the Tenant for use under this Agreement. Government property includes but is not limited to real property, personal property, material, equipment, special tooling, and special test equipment.

3.2.4 - Tenant Acquired Property:

For this Agreement, Tenant Acquired Property ("TARP") is defined as all property owned, leased, fabricated, or otherwise provided by the Tenant.

3.2 - Title to Property Title to Government Furnished Property ("GFP"), real or personal, shall remain vested in the Government.

Tenant Acquired Personal Property ("TAPP"), shall remain vested in the Tenant. Tenant shall clearly mark all GFP and/or TAPP to show its ownership, which is subject to audit by BAE Systems.

Tenant TARP or Fixed Assets shall immediately become vested in the Government upon installation, fixture, or placement on or in RFAAP as defined by the Government Property Clause, 45 CFR 52.245-1 and shall be marked as GFP. Furthermore, those structures and equipment shall remain the property of the Government.

Should the Tenant wish to retain title to any TARP or Fixed Assets, the Tenant shall request a deviation to this requirement prior to the purchase of any Real Property or Fixed Assets.

All GFP associated with work under this Agreement shall be inspected, inventoried, and reported as required by FAR Part 45, a minimum of two (2) times per year. At the request of BAE Systems, and upon completion of this Agreement, the Tenant shall provide an inventory of all Government Furnished Property and Tenant Acquired Real Property to BAE Systems.

3.3 - Removal of Tenant Property If all of the Tenant's obligations under the terms and provisions are satisfied, the Tenant may remove all personal property, machinery, equipment, appurtenances, furniture, removable trade-fixtures, shelving, merchandise, or other removable property placed or brought upon the premises by Tenant and used by Tenant in the operation of their business.

Property should not be permanently attached to the Facility. The property described in this Section will at all times be deemed the personal property of Tenant and shall not be deemed to have formed a part of the Facilities.

If this property is not removed promptly from the Facilities after written notice from BAE Systems to Tenant, said property shall be removed and disposed of by BAE Systems for the account of and at the expense of Tenant.

3.4 - Property Control Tenant shall use reasonable care to avoid damaging existing Facilities, equipment, and vegetation on the Government installation. Tenant's failure to use reasonable care, resulting in damage to any of the Facilities or

Government property, the Tenant shall replace or repair the damage at no expense to the Government or BAE Systems.

Required reporting of loss of Government Property shall be made in accordance with DFAR 252.245-7002 "Reporting Loss of Government Property." Report shall be supplied to BAE Systems thirty (30) days prior to being conveyed to any other party or subject to this Agreement. The Tenant will establish and maintain a Property Control System and shall comply with all requirements put forth in the approved Attachment 8: Property Control Plan.

4.1 - Government Furnished Property (GFP)

4.2 -GFPOverview

The Tenant will be responsible and accountable for all Government Furnished Property ("GFP"), personal, real, or other, provided under this Agreement and will use Federal Acquisition Regulations ("FAR") clause 52.245-1, and FAR Part 45.5 as a guide.

The Tenant will not be accountable for excess GFP that is stored in the building(s) that is not being utilized under th is Agreement.

TENANT ASSUMES THE RISK AND SHALL BE RESPONSIBLE FOR ALL LOSS OR DAMAGES TO ANY

GOVERNMENT PROPERTY IN ITS POSSESSION, DELIVERED TO IT, OR ACQUIRED BY IT DURING THE

TERM OF THIS AGREEMENT. TENANT SHALL RETURN SUCH PROPERTY TO THE GOVERNMENT OR

BAE SYSTEMS, AS APPLICABLE, IN AS GOOD CONDITION AS WHEN RECEIVED, EXCEPT FOR

REASONABLE WEAR AND TEAR.

4.3 - Right of Use Subject to the terms and conditions set forth, and BAE Systems' Facilities Use Contract with the Government, BAE Systems shall furnish the GFP identified in Exhibit A to Ten ant. Tenant agrees that after inspection, Tenant is thoroughly familiar with the GFP contained in Exhibit A, their condition, state of repair and everything connected therewith, and subject to Section 4.5 - Maintenance of Tenant accepts the GFP in the condition "as is" at the time of occupancy.

Tenant shall use the issued GFP solely for the use outlined in the Tenant's Facility Use Plan as described in Section 5.2 -Site Standards and Attachment 5. Tenant agrees that it will not use or permit any person to use, the GFP or any portion thereof for any use or purpose that violates the laws of the United States, the Commonwealth of Virginia, or other Governmental subdivision having jurisdiction, or permit nuisances upon said Facilities.

4.4 -Access to Facilities Tenant shall have access to the designated area(s)/part(s) identified in Exhibit A. Tenant is granted, for the Period of this Agreement, the right of ingress and egress over the roads and streets of RFAAP. Tenant is required to follow the most direct route when traveling to and from the Facilities. Access to other areas of RFAAP is strictly prohibited. Tenant is contractually obligated to all agreements, easements, encumbrances, laws, ordinances, rules, and regulations now and hereafter affecting RFAAP.

BAE Systems, the Government, and any persons designated by them shall, at all reasonable times and upon reasonable notice to Tenant, have access to the Tenant GFP.

Every effort shall be made by the Government and BAE Systems to provide at least twenty-four (24) hour notice of the date, time, and purpose of the intended entry. The Government or BAE Systems will attempt to schedule any such entry during regular business hours, Monday through Friday. This right to enter the Facilities cannot be unreasonably withheld.

Any of BAE Systems or the Government's personnel who enter the Facilities shall be subject to supervision and escort by Tenant, will abide by all rules and regulations of the Tenant's property, and shall not interfere with the Tenant's operations.

The Government or BAE Systems shall have the right to inspect the Tenants' Facilities for compliance within consideration of the covenants and agreements herein, and all applicable local, state, and federal laws, ordinances, and regulations concerning but not limited to, construction, sanitation, licenses, and permits to do business, safety, environmental, and other matters.

The Government, or BAE Systems, shall have the right to enter the Facilities to make repairs, alterations, improvements/ additions, or to remove equipment or materials, other than the property of the Tenant as necessary or desirable, without unreasonably interfering with Tenant's business operations.

It shall be the responsibility of BAE Systems or the Government to supervise and monitor their respective agents to assure that their presence on the Facilities accords with all appropriate safety procedures established by Tenant. BAE Systems, or the Government, shall be responsible for the conduct of their employees, agents, or representatives who enter upon the Facilities, including any damage caused by any one of them.

In the event of an emergency, as solely determined by BAE Systems and/or the Government, no notice shall be required.

4.5 - Condition of GFP Neither BAE Systems nor the Government makes any warranty, express or implied, to Tenant regarding the condition or fitness for use of any of the GFP outlined in Exhibit A. Tenant will receive them in an "As Is" condition.

Upon acceptance and signature of this Agreement, Tenant acknowledges that it has inspected the GFP, accepts its condition, and understands that it is offered under this Agreement, without any representation or warranties whatsoever, and without obligation on the part of the Government or BAE Systems to make any alterations, repairs, or additions thereto. Unless previously authorized in writing by the BAE Systems Contracts' Representative, GFP shall be utilized only for the performance of this Agreement.

4.6 -MaintenanceofGFP For purposes of this section, Tenant stewardship is inclusive of all elements, interior, exterior, fixtures, attachments, and related property. Additionally, the Tenant is responsible for the stewardship of roads and grounds within a fifty-foot (50') perimeter of each real property asset.

Prior to Tenant occupancy of the GFP, Tenant shall provide BAE Systems an inspection report listing any and all deficiencies. Upon approval by BAE Systems of the submitted inspection report, said report shall be established as the GFP Condition Baseline which shall be used to determine the "as is" condition.

BAE Systems shall audit the condition of all GFP under this Agreement at a time and frequency of their discretion. Any deficiencies found by BAE Systems not documented in the GFP Condition Baseline shall be the responsibility of the Tenant to repair, at its own cost and expense, within an agreed upon time. If a schedule of repair cannot be agreed upon, or if the repair is not completed by the agreed upon time, BAE Systems reserves the right to repair the deficiency and bill Tenant for the fully burdened cost of the repair.

In addition, the Tenant shall at their own cost and expense, maintain the GFP in good order and in clean, safe, and sanitary condition, which may be subject to inspection by the Government or BAE Systems as outlined above. Tenant shall at all times, exercise due diligence in the protection of the GFP against damage. Any such property must be either replaced or restored to the condition as outlined by the requirements of this Section.

Tenants shall, at their own cost and expense, perform all maintenance of the GFP in accordance with the approved Attachment 6: Government Furnished Property Maintenance. Tenant shall, at its own cost and expense, take good care of said GFP with the same degree of care that a reasonable person would use in taking care of his or her own property.

4.7 - Damage to GFP Tenant assumes all risk of, and is solely responsible for, any loss, destruction, or damages to, the GFP, where such loss, destruction, or damage arises or results from any negligent act or acts. Upon termination of Tenant's right to use the GFP, Tenant shall, at its expense, return all of the GFP in as good condition as when received, with the exception of the expected reasonable wear and tear. "Good condition" is defined as the same standard to which BAE Systems is obligated, in these respects, to the Government under the Facilities Use Contract.

In the event the GFP is destroyed or damaged by an Act of God, fire, or any other type of casualty, to the extent that said GFP should be unfit, in whole or in part, for the occupancy thereof by Tenant, BAE Systems shall have the right to rebuild and repair the Property to substantially restore the GFP to the conditions as were in existence prior to the damage or destruction. In the event BAE Systems elects not to restore or rebuild the said GFP, Tenant shall upon notice and approval by BAE Systems, at Tenant's own cost and expense, have the right to rebuild and repair the Property to substantially restore the GFP to the conditions as were in existence prior to the damage or destruction. However, title to GFP rebuilt and repaired shall remain with the Government.

BAE Systems shall furnish Tenant written notice of such election not to proceed within thirty (30) days of the date of the damage or destruction. However, Governments indemnification obligation shall be reduced proportionately to the extent that such cause is not solely due to the Governments or BAE Systems (including its employees, agents, and subcontractors) negligent acts or omissions.

If the damaged GFP is unfit for the continuance of Tenant's business within the demised GFP the payment of Usage Fees for the damaged GFP shall cease from the time the Tenant ceases use of the GFP. Usage Fees shall again commence in full if, and when, the GFP is rebuilt and/or repairs have been substantially completed by the Government, BAE Systems, or the Tenant.

In the event of partial destruction or such damage that the business of Tenant may continue to be carried on without substantial interruption, with or without temporary repair, the Usage Fees shall continue and not be abated. However, upon partial destruction or damage to the premises so that the business of Tenant may be carried on but with substantial impairment, the usage fees shall be adjusted pro-rata to abate that portion of the usage fees attributable to the unfit portion for the period of time that the said portion remains unfit.

Upon the expiration, revocation, or term in at ion of this Agreement, a final inventory, location, and condition report shall be prepared and submitted to BAE Systems for review. The final report shall constitute the basis for settlement for property damaged or destroyed by the Tenant during the Term of this Agreement. Any such property must be either replaced or restored to the condition in which the Tenant received it

4.8 - Structures and Fixed Improvements Tenant shall not construct or install any fixed improvement or structural alterations to Government buildings or on other parts of the Facilities ("Improvement Project") without advance written approval from BAE Systems.

Any fixed improvement or structural alterations that are approved by BAE Systems will be constructed or installed at Tenant's expense and in compliance with all applicable rules, regulations, policies , and governances.

The term "fixed improvement" or "structural alterations," as used herein, means any alteration or improvement in the nature of the GFP or other real property that, after completion, cannot be removed without substantial loss of value or dam age to the Facilities.

5.1 -Site Stewardship and Compliance

5.2 -Flow-Down Regulations

The Tenant shall conform to all the flow-down regulations as required by the Government and BAE Systems.

The Federal Acquisition Regulation (FAR) and Defense Federal Acquisition (DFAR) clauses are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, to this Agreement.

5.3 -SiteStandards Tenant shall comply with all requirements in each of the Site Standards (Attachments 1 - 10) and submit any specified plans or reports as necessary. BAE Systems reserves the right from time to time to amend the Site Standards. BAE Systems shall provide written notification to Tenant of any modification to Site Standards.

Tenant has sixty (60) days from issuance of written notification by BAE Systems, to meet any new requirements of the respective Site Standards or present a plan for compliance.

Failure of the Tenant to meet the Standards listed below or failure to submit and receive approval of specified plans or reports may result in a material breach of this agreement. Should Tenant determ ine a specific Standard is not applicable to the nature of their business, Tenant may submit an exemption request for approval by BAE Systems.

BAE Systems reserves the right to reject any Site Standards submission. Tenant must make the required revisions and resubmit rejected submissions until approval by BAE Systems is granted. Such approval shall not be unreasonably withheld. The Tenant agrees to audits by BAE Systems for compliance to approved Site Standardssubm issions.

5.4 - Licenses, Permits, Preexisting Conditions Prior to the use of the GFP, the Tenant shall insure that all necessary permits and licenses are in place. Tenant shall comply with all federal, state, and local laws and all regulations, ordinances, permits and license requirements that are applicable to its operations whether the permit or license is held by Tenant, BAE Systems, or the Government, and all requirements in the Facility Use Contract that are applicable to the Tenant operations. Failure to comply with these above stated requirements shall be considered a "Compliance Breach."

In the event of a Compliance Breach, the Tenant shall immediately notify BAE Systems of the breach, outline the relevant facts, and advise BAE Systems how Tenant will resolve and remedy the breach. Any unresolved Compliance Breach may be deemed by BAE Systems to be a Material Breach of this Agreement.

6.1 -Legal

6.2 -Applicable Laws and Regulations Tenant shall comply with all applicable local, state, and federal laws, ordinances and regulations concerning construction, sanitation, licenses, and permits to do business, environmental, safety and all other matters.

6.3 - Compliance and Termination Except as otherwise expressly provided herein, in the event of termination of this Agreement by either Party, Tenant shall not be liable for further Usage Fee payments for other obligations accruing after the date of termination, and if any Usage Fees shall have been paid in advance for a portion of the Period after the date of termination, BAE Systems shall refund said Usage Fees. The Tenant shall be responsible for any fees incurred, inclusive of but not limited to; late fees, Service fees and Utilities and any arrears.

Except as otherwise expressly provided herein, the termination of this Agreement for any reason shall not release Tenant from any liability to BAE Systems for Utility, Service, and Usage Fees due and unpaid, and shall not release Tenant from performance of any other obligation accrued prior to the time of such termination.

6.3.1 -Termination for Cause or Default

This Agreement may be terminated in the event the Tenant violates any of the terms and conditions of this Agreement, after receiving notice of any non-compliance, which notice shall be in writing or shall be confirmed in writing, and being provided ninety (90) days in which to correct the non-compliance.

Failure to satisfactorily correct any substantial non-compliance within the specified time is ground for a closure of all or part of the Facilities, temporary suspension of operations, or termination of the Agreement, after notice in writing of such an event. Future requests by the Tenant to expand the Facilities or modify the Facilities shall take into account the Tenant's past performance and compliance with the terms of the Agreement.

In the event of default by the Tenant as described in Section 6.5-Default, this Agreement shall be term inated.

6.3.2 -Termination if BAE Systems is Terminated by the Government In the event that the BAE Systems' Facility Use Contract is term inated for any reason the obligation of BAE Systems will transfer to and be assumed by the U.S. Government, or at the Government's option, a successor Government's Representative as directed by the Government. In the event of such a transfer, BAE Systems shall be released from any further duty, obligation , or liability under this Agreement arising out of or relating to acts, omissions or events occurring after the date BAE Systems' contract is terminated .

Upon BAE Systems Facility Use Contract termination of all or part of this Agreement, the Government may establish a successor ARMS-eligible facility or property management contract. If so, the successor will be required to accept the terms and conditions of the Tenant Use Agreement currently in place to the maximum extent possible so long as such terms and conditions do not violate applicable laws and regulations. This will be accomplished through the inclusion of the terms and conditions of established Tenant Use Agreement in the solicitations issued to obtain a successor.

6.3.3 -Termination if Facility Use Approval is Terminated by Government In the event that the Government directs BAE Systems to terminate this Agreement or take over the Facilities, BAE Systems may terminate this Agreement or portions thereof at any time by giving one-hundred-eighty

(180) days written notice to the Tenant. If such termination is due to the Government directing BAE Systems to conduct emergency, war, or defense related work on the Facilities, BAE Systems shall, to the extent that Tenant is currently capable of performing such work , and subject to all federal law and applicable government contract regulations and in lieu of causing Tenant to vacate the Facilities, use its best efforts to have such work subcontracted to Tenant to be performed on the Facilities.

In the event of a termination due to Government direction, a termination settlement shall be negotiated by BAE Systems with the Government in accordance with FAR Part 49 on behalf of and in cooperation with the Tenant establishing appropriate termination settlement costs to be paid to the Tenant. Tenant shall be given ample opportunity to review, make recommended changes to termination settlement submissions made on its behalf by BAE Systems. All responsibilities, liabilities, and obligations of BAE Systems for a termination of the Agreement under this Section shall be satisfied by the equitable adjustment made by the Government. The Tenant shall have no recourse against the Government or BAE Systems for any amount of settlement in excess of the equitable adjustment made by the Government.

6.3.4 -Termination for Convenience of the Tenant Provided the Agreement is in force and in good standing, the tenant may request that this agreement be terminated for any reason. Such request shall be made at least forty-five (45) days in advance of the proposed termination date.

6.3 - Transfers, Assignments, Sub-Agreements

W~hout prior written approval of BAE Systems, the Tenant shall neither transfer or assign this Agreement, or sublet the Facilities or part thereof, nor grant any interest privilege or license whatsoever in connection with this Agreement. However, either party shall have the right to assign this Agreement in whole or in part to any successor of such party by way of merger or consolidation or the acquisition of a substantial amount of assets of such party, without securing prior consent. Furthermore, such successor expressly assumes all of the obligations and liabilities of such party under this agreement.

Failure to comply with this condition shall constitute a material breach for which this Agreement may be terminated immediately by BAE Systems in accordance with section 6.2-Compliance and Termination.

Except as may be hereinabove specifically provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns.

6.4 -Taxes The Facilities are tax exempt from real estate taxes by Montgomery and Pulaski Counties . Tenant may however, be assessed taxes on its leasehold improvements and furnishings owned by Tenant and all such taxes assessed to Tenant or otherwise for such improvements and furnishings shall be Tenant's obligation.

6.5 -Default Any of the following events shall constitute an event of default by Tenant:

If Tenant, or any successor or permitted assignee of Tenant while in possession, shall file or state its intention to file, a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act by answer or otherwise, or shall make an assignment for the benefit of creditors.

If involuntary proceedings under any bankruptcy law or insolvency act shall be instituted against Tenant, or if a receiver or trustee shall be appointed of all or substantially all of the property of the Tenant, and Tenant fails to initiate prom pt proceedings to have the aforesaid action dismissed or the receivership or trusteeship vacated.

lfTenant shall fail to make payment to BAE Systems in accordance with Section 2.4- Payments

If Tenant shall fail to perform or comply with any of the material conditions or terms of this Agreement or if the non-performance shall continue for a period of sixty (60) days after notice thereof by BAE Systems to Tenant, or if Tenant has not in good faith, commenced performance within the sixty (60) day period and shall not diligently proceed to completion of performance.

If this Agreement or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve on any other party period, except in the manner herein permitted.

Failure to obtain or maintain any insurance required under this Agreement.

Failure to keep or perform any of the covenants, agreements, stipulations, or conditions herein, including, but not limited to, complying with all applicable safety and environmental laws and regulations.

If Tenant defaults during the Period hereof, or any extension or renewals, Government or BAE Systems may, at its option, terminate Tenant's rights to use the GFP under this Agreement and reenter said Facilities, with or without process of law, using such reasonable forces as may be necessary to remove all persons or property therefrom. In the event this Agreement is terminated by Government or BAE Systems under the terms and provisions of this Paragraph, and Government or BAE Systems lawfully retakes the possession of the Facilities under the authority contained herein, all claims by Tenant for damages by reason of any such reentry are expressly waived. Nothing contained herein shall relieve Tenant of any liabilities or obligations hereunder.

6.6 - Release of Agreement

BAE Systems shall provide the Government Contracting Officer with executed copies of all documents relating to this Agreement. The Government shall possess full rights to publish or post these documents for the purposes of future competition, conveyance, or other reasons deemed necessary.

6.7 - No Waiver The failure of either of the parties hereto in one or more incidences to insist upon strict performance or observance of one or more of the covenants or conditions hereof, or to exercise any remedy, privilege, or option herein conferred upon or reserved to such party, shall not operate and not be construed as a relinquishment or waiver for the future of such covenant or condition or of the right to enforce the same or to exercise the such privilege, option or remedy, but the same shall continue in full force and effect.

6.8 -Severability If any term or provision of this Agreement shall to any extent be held to be invalid or is unenforceable under the applicable law, the remaining provisions of this Agreement shall not be affected, but shall remain in full force and effect.

6.9 - Limitation of Liability Notwithstanding any provisions in this Agreement to the contrary, the Government and BAE Systems shall not be liable to the Tenant for any indirect, incidental, consequential, exemplary, punitive, special or indirect damages or liabilities (including, without limitation, any and all damages from business interruption, loss of use of equipment, damage to associated equipment, loss of profits or revenue, cost of capital, or loss of use of any property or capital) even if a party has been advised of, or is otherwise aware of, the possibility of any such damage and/or claims. The exclusion of such damages and claims shall be deemed independent of and shall survive, any failure of the essential purpose of any limited remedy arising from the Agreement. In no event, whether as a result of breach of this Agreement, termination for convenience, tort (including negligence) or otherwise, shall BAE Systems ' liability to Tenant for any loss or damage arising out of or resulting from the Agreement, or from its performance or breach, or from the Utilities or Services furnished hereunder exceed the price of the specific Service which gives rise to the claim .

These exclusions and limitations on damages shall apply regardless of how the loss or damage may be caused and against any theory of liability, whether based on contract, indemnity, warranty, tort, negligence, strict liability, or any other theory.

The Government shall not be held responsible for BAE Systems' breach of contract with this Agreement, BAE Systems' negligence, nor if BAE Systems is no longer the operating contractor. The Government is not a party to any Tenant Use Agreement.

Any proposal Tenant provides to BAE Systems (options, extensions, expansions, etc. ) are subject to summary denial. Should the Government decide not to approve renewal of a Tenant Use Agreement, or decides not to approve any Tenant Use Agreement proposal, Tenant shall hold BAE Systems and the Government harmless.

In the unforeseen event a decision is made to convey or sell the installation (BRAC, privatization, etc.), Tenant shall not hold BAE Systems or the Government responsible or liable should the terms and conditions of this Tenant Use Agreement not be transferred to the new property Government. Any further agreement is the responsibility of the tenant and the new Government, and not the Government or BAE Systems.

6.10 -Arbitration Any dispute arising under this Agreement which cannot be resolved by good faith negotiations between the Parties shall be referred to their respective senior managements for resolution. In the event no resolution can be reached within thirty (30) days following such referral, the dispute shall be determined solely and exclusively by arbitration administered by the American Arbitration Association ("AAA") under its rules for commercial arbitration for such disputes. The decision of the AAA may be enforced by a court of competent jurisdiction.

6.11 -Governing Law This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia.

6.12 -Indemnification Each party shall defend, indemnify and hold the other party harmless from and against any and all claims and actions, and all costs and expenses (including reasonable attorneys' fees) incidental to such claims or actions, to the extent proximately and proportionately caused by the negligence or willful misconduct of the indemnifying party or anyone acting under that party's direction, control, or on its behalf in the course of the performance of its obligations under this Agreement and the applicable/referenced documents. The indemnifying party shall conduct the defense and shall have control of the litigation. The indemnified party shall give prompt notice of claims and shall cooperate in defending against the claim. Tenant shall indemnify BAE Systems f rom any damages, costs, and attorneys' fees incurred by BAE Systems from any actual or threatened claim arising from Tenants provision of the Services or Facility Use.

6.13 -Agreement Changes and Adherence This Agreement represents the entire agreement between the parties hereto concerning this subject matter and supersedes all other understandings, commitments, and agreements, whether oral or in writing. This Agreement shall be amended only in writing and executed by authorized individuals of both parties. No waiver of terms and conditions hereof at any time or instance shall constitute a general waiver or preclude subsequent or prior enforcement.

6.14 -Authorities

6.14.1 - Authorized Representatives: Except as otherwise expressly provided, any reference herein to "U.S. Army," "U.S. Government," "said officer," "Government," or "Landlord," shall include their duly authorized representatives. Any reference to "Tenant" shall include any subcontractors, assignees, transferees, successors, concessionaires, and their duly authorized representatives.

6.14.2 - Government: The Tenant covenants and agrees that it will, at its own cost and expense, promptly comply with all statutes, ordinances, rules, orders, regulations, and requirements of the federal, state, county, and local Government and of any Departments or Bureaus thereof, applicable to its use or occupancy of said Facilities or for the correction, prevention, and abatement of nuisances, violations and other grievances, in upon or connected with use of the Facilities during the Term of this Agreement. Tenant shall comply with and execute all rules, orders, and regulations respecting fire, fire hazards, sanitation, and environmental requirements, including structural repairs or alterations or construction.

6.15-lnsurance At Tenant's sole expense, the Tenant shall provide and maintain, during the entire performance of this Agreement, the minimum Insurance Requirements ("Insurance") as outlined in Section 5.2 -Site Standards.

This requirement shall not diminish or enlarge any liability or responsibility which the Tenant otherwise may have under this Agreement for loss, damage or destruction of Government-Owned Property or Equipment furnished under this Agreement or other liability of the Tenant as provided herein. In advance of the Effective Date and at least ten (10) days prior to each annual renewal thereof, the Tenant shall provide the BAE Systems with a certificate of insurance as a submittal, evidencing the minimum required coverage outlined in Attachment 1 O - Insurance Requirements. The Tenant shall also provide written notice to the BAE Systems within thirty

(30) days after any non-renewal, cancellation, or mate rial change in the policy coverage.

7 .1 Standards of Ethical Conduct

7.2 -Ethical Conduct

Tenant shall comply with 5 CFR Part 2635, Standards of Ethical Conduct. Failure to comply with this policy shall be considered a material breach and shall be grounds for termination of this Agreement.

7.3 -Gratuities No gratuities in the form of entertainment, gifts, or similar shall be offered or given by Tenant, or anyone acting on Tenant's behalf, to any employee of Government or BAE Systems with a view toward securing favorable treatment as a Tenant or potential supplier.

7.4 -Kickbacks No gratuities in the form of entertainment, gifts, or similar shall be offered or given by Tenant, or anyone acting on Tenant's behalf, to any employee of Government or BAE Systems with a view toward securing favorable treatment as a Tenant or potential supplier.

By accepting this Agreement, Tenant certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of FAR 52.203-7 or the Anti-Kickback Act of 1986 (41 U.S.C. Sec. 51-58).

8.1 -Miscellaneous

8.2 - Captions

The captions of the Articles herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Agreement nor the intent of any provisions hereof.

8.3 -Signs The Tenant shall not paint or permit anyone to paint any advertising signs or other signs, symbols, or lettering of any kind on the Facilities without prior written consent of BAE Systems. Tenant shall not affix or attach any advertising signs or other signs on the Facilities without the prior written consent of BAE Systems.

The Tenant shall be responsible for all signage, including the initial cost of installation and all repair and maintenance in the future. Signage by Tenant shall, however, be subject to BAE Systems approval and the approval of local governmental authorities.

8.4 -Publications Tenant shall not publicize or disclose to any third party, without the written consent of BAE Systems, the terms of this Agreement. Without limiting the generality of the foregoing sentence, no press releases may be made without the written consent of BAE Systems. Tenant agrees not to use the BAE Systems name or identify BAE Systems or any other BAE Systems Confidential Information in any advertising, promotion or other public announcement without the prior express written consent of BAE Systems. The Government shall possess full rights to unilaterally publish or post this Agreement for the purpose of future competition, conveyance, etc.

8.5 -Agreement Changes and Adherence This Agreement represents the entire agreement between the parties hereto concerning this subject matter and supersedes all other understandings, commitments, and agreements, whether oral or in writing. This Agreement shall be amended only in writing and executed by authorized individuals of both parties. No waiver of terms and conditions hereof at any time or instance shall constitute a general waiver or preclude subsequent or prior enforcement.

IN WITNESS HEREOF, the undersigned agree to and execute this Agreement on the~day of April 2019.

Name: Roosevelt Burden Title: Sr. Contracts Manager

USCOC of Virginia RSA #3, Inc.

By ~J(/L- Name:

Title: Jeffrey W. Baenke

Vice President

Form approved at USCell by tj'd-

UNCLASSIFIED

REPLY TO

ATTENTION OF:

DEPARTMENT OF THE ARMY

ARMY CONTRACTING COMMAND – ROCK ISLAND

3055 Rodman Avenue

ROCK ISLAND, IL 61299-8000

CCRC-AL

February 10, 2015

SUBJECT: ALACRAN, LLC – tenant use of storage magazine at the RFAAP Dublin Site for storage of small arms propellants

Ms. Whitney Million Contracts Manager BAE Systems Ordnance Systems Inc.

Radford Army Ammunition Plant P.O. Box 1 Radford, VA 24143

Dear Ms. Million:

Reference BAE Systems letter dated September 8, 2014, reference number 3884, Subject: ARMS Facility Use Tenant Request and Storage of Hazardous Material at Radford Army Ammunition Plant (RFAAP).

Exemption to 10 USC 2692 has been received from the Chief of Staff, U.S. Army Material Command (letter dated September 18, 2013, for ALACRAN, LLC to store hazardous material at RFAAP. Approval is granted to BAE Ordnance Systems through the end of the Tenant Use Agreement (TUA) with ALACRAN, LLC. It shall be understood that during the term as authorized, in the event that BAE is no longer the operating contractor at RFAAP for whatever reason, a new contract shall so stipulate that the new operating contractor shall be required to assume all rights and responsibilities defined in the previous TUA under the terms and conditions of any new property management operations and maintenance contract.

A review of the BAE request to enter into a TUA with ALACRAN, LLC and the corresponding RUF that will facilitate the establishment of a storage/distribution…