Exhibit 3 - MOA Template.pdf

MEMORANDUM OF AGREEMENT BETWEEN

THE MICHIGAN ARMY NATIONAL GUARD,

DEPARTMENT OF MILITARY & VETERAN AFFAIRS

AND

FOR

SUPPORT AT CAMP GRAYLING

AGREEMENT #

This is a memorandum of agreement (MOA) between the Michigan Army National Guard (MIARNG), Department of Military & Veteran Affairs (DMVA), and __________ (hereinafter “__________”), a ENTITY TYPE entity located at ADDRESS. When referred to collectively, the MIARNG, DMVA, and __________ are referred to as the “Parties.”

1. BACKGROUND: __________ is a….

Camp Grayling Joint Maneuver Training Center (CGJMTC) is a Michigan National Guard training facility headquartered in Grayling, Michigan and situated among Crawford, Roscommon, and Kalkaska counties. CGJMTC hosts a nationally recognized Defense and Homeland Security Enterprise (DHSE). CGJMTC’s support resources are scheduled year-round to provide a wide range of high-quality training for service members, emergency responders, and private-sector customers.

_________ events supported by CGJMTC will be hereinafter referred to as

“Projects.”

2. AUTHORITIES:

2.1 Department of Defense Instruction 4000.19, Support Agreements, 16 Dec 2020

2.2 Department of Defense, Joint Ethics Regulation, DoDD 5500.7r, 30 Aug 1993 (Change 7, 17 Nov 2011)

2.3 Department of Defense, 2022 National Defense Strategy of the United States of America, Secretary of Defense, 20 October 2022

2.4 Army Regulation 210-22, Support for Nonfederal Entities Authorized to Operate on Department of the Army Installations, 12 May 2022

2.5 Army Regulation 600-20, Army Command Policy, 24 July 2020

2.6 Army Regulation 190-13, The Army Physical Security Program, 27 June 2019

(FOUO)

2.7 Army Regulation 5-9, Installation Agreements, 17 April 2018

2.8 Former National Guard Regulation 5-1, National Guard Grants and Cooperative Agreements

CGJMTC Support Non-Federal Entity Name

2.9 National Guard Regulation 5-2, National Guard Support Agreements

2.10 Michigan Military Act, Act 150 1967; MCL 32.501, et. seq.

3. PURPOSE AND SCOPE: __________ requests support from Camp Grayling Joint Maneuver Training Center (CGJMTC) resources for the purposes of conducting________________.

4. RESPONSIBILITIES OF THE PARTIES:

4.1 The MIARNG, through its duly authorized representative, Installation Commander, CGJMTC, will –

4.1.1 Provide administrative and logistical support for the use of CGJMTC resources scheduled via Range Facility Management Support System

(RFMSS).

4.1.1.1 All non-facility Projects are subject to pre-approval by the MIARNG through the Installation Commander, CGJMTC. All facility Projects must be approved by Construction and Facilities Management Office (CFMO).

4.1.1.2 The support of military training, upkeep and proper maintenance of the installation, and the military legal obligations of the Installation Commander will be accorded priority over any of ________’s projects.

The MIARNG, through its duly authorized representative, Installation Commander, CGJMTC, reserves the right to decline or cancel requests for support at CGJMTC, notwithstanding the right of the Director of the DMVA to do the same.

4.1.1.3 The scheduler for CGJMTC’s facility coordinating entity, Department of Plans, Operations, Training, and Security (DPOTS) will assist with providing alternate dates in the event of conflicts with military exercises or other installation operations and business.

4.1.2 Provide a briefing, as well as copies, of CGJMTC operational rules and regulations.

4.1.3 Provide the following support for range use for approved entities:

4.1.3.1 Keys and access to ranges scheduled via RFMSS;

4.1.3.2 Explosive Ordnance Disposal sweep prior to event;

4.1.3.3 Use of radios and chargers from Range Control via hand receipt;

4.1.3.4 Substitute ranges when requested, dependent on availability; and

4.1.3.5 Conduct a joint inspection with the Receiving Activity before use.

4.1.4 Acknowledges that sensitive Projects operate on a need-to-know basis and will endeavor to limit disclosure to only those who have good cause know and in prior coordination with __________. MIARNG will endeavor to ensure compliance with its security measures and regulations to protect confidential material or trade secrets. MIARNG bears no responsibility in the event ________ fails to comply with its own respective security requirements.

4.1.5 Will not assert intellectual property claims on the Projects.

4.2 DMVA –

4.2.1. Reserves the right in accordance with the authorities listed at para.

4.1.1.2 to decline or cancel requests for support at CGJMTC for any reason and at any time.

4.3 __________ will –

4.3.1 Abide by all CGJMTC operational rules and regulations.

4.3.2 Become familiar with environmental requirements for CGJMTC.

4.3.2.1 Provide MIARNG Environmental with a copy of a spill response Plan that includes a communication and responsibility flow chart, no later than 15 calendar days before the start of each Project.

4.3.2.2 __________ will implement its spill response plan to contain and control any environmental spills. Range Control will be immediately notified of any incidents.

4.3.2.3 To the maximum extent allowable by Federal, State, and Local law and regulations, __________ will be solely responsible for any costs, expenses, liabilities, fines or penalties related to environmental compliance.

4.3.3 Provide a tentative schedule of the Projects for the upcoming 12 months to MIARNG, which generally describes each Project, its purpose, and the parties involved.

4.3.4 Coordinate with CGJMTC Operations for scheduling cantonment and ranges at least 90 calendar days in advance of Project commencement.

4.3.4.1 Same day adds in RFMSS are typically not permitted. If approved, _________ will be billed for additional usage regardless of whether the use was listed on the estimate provided.

4.3.4.2 The CGJMTC Incremental Cost Recovery (ICR) Manager will send an estimate to __________ within 15 calendar days of receipt of their RFMSS scheduled activities.

4.3.5 No fewer than 90 calendar days in advance of each scheduled Project, provide a list of its participants, as well as a detailed Project statement of work to the MIARNG and DMVA. The statement of work will list the specifics for each Project including the type and manner of equipment and testing.

4.3.5.1 The foregoing reporting requirements do not compel __________ to involuntarily waive any rights under the Michigan Uniform Trade Secrets Act, P.A. 448 of 1998 (hereinafter “MUTSA”) unless so mandated or preempted by other relevant Federal, State, Department of Defense (hereinafter “DoD”), or National Guard Bureau (hereinafter “NGB”) law or regulation. MIARNG and DMVA are also aware that some Projects may include intellectual property being developed and/or tested by __________ and/or third parties and, as such, may be subject to the

MUTSA.

4.3.6 Obtain at a minimum, a $1,000,000.00 liability policy for the duration of each Project. A copy of the Certificate of Insurance (COI) verifying said policy must be provided to the CGJMTC ICR Manager, within 15 calendar days in advance of execution of the Project.

4.3.6.1 Aforesaid COI must be in a form acceptable to CGJMTC and reflect proof of general liability insurance in the amount of $1,000,000.00 for each occurrence, $300,000.00 for injury to any person in any single occurrence, and $1,000,000.00 for injury to all persons involved in such occurrence, as well as insurance in the amount of $300,000.00 for property damage per occurrence. Any umbrella policy must follow the form of the underlying general liability policy.

4.3.6.2 The COI will name the Michigan Department of Military and Veterans Affairs, the State of Michigan, its departments, divisions, agencies, offices, commissions, officers, employees, and agents as additional insureds. All insurance policies required as a condition of this Agreement shall provide a ten-day cancellation notification to

CGJMTC.

4.3.6.3 MIARNG and DMVA reserve the right to increase the amount of required insurance if the nature of the Project is such that a $1,000,000.00 liability insurance policy is deemed inadequate. The MIARNG and DMVA also reserves the right to require each 3rd party entity to have a separate $1,000,000 insurance policy.

4.3.6.4 Reservations will be cancelled if said certificate of coverage is not provided within the time and manner prescribed above.

4.3.7 Comply with all procedures for facility, range, or training area issue and turn-in.

4.3.7.1 A senior representative will report to CGJMTC DPOTS and provide all required documentation prior to occupying any training area, facility, and/or range.

4.3.7.2 Provide DPOTS Physical Security Officer with a final roster of participants for each Project.

4.3.7.3 Provide DPOTS with a daily agenda or schedule for each Project.

4.3.7.4 Designate a Range Safety Officer or civilian equivalent thereof selected to attend the CGJMTC Range Officer Safety Brief at least annually.

4.3.7.5 Designate medical support personnel selected to attend the CGJMTC Medic Safety Brief at least annually.

4.3.7.6 Maintain positive contact with the DPOTS Range Control Operations Center while utilizing any facilities at CGJMTC and shall provide or update, prior to any event on CGJMTC:

4.3.7.6.1 Affidavit of Training Area Environmental Compliance,

4.3.7.6.2 Risk Assessment for each scheduled event,

4.3.7.6.3 List of Authorized/Qualified Range Safety Officers, and

4.3.7.6.4 List of Authorized Medical Support personnel.

4.3.7.7 Maintain a copy of this MOA in all vehicles while operating on trails and roadways, in the event garrison law enforcement requires proof of permission.

4.3.8 Facilities and ranges will be returned to its original state, as issued.

Janitorial services are not provided unless coordinated in advance.

4.3.8.1 Agree, if necessary, to review range and facility costs on a case-by-case basis. Initial range/training area cost will be set assuming minimal wear and tear. A joint inspection will be accomplished by the Parties prior to use.

4.3.8.2 Obtain authorization in advance from the MIARNG through the CGJMTC Construction & Facilities Management Office (CFMO) for Projects requiring the emplacement of fixtures, instrumentation and/or structures on real property.

4.3.9 Collect and maintain all necessary records in support of the projects conducted at the CGJMTC and support the MIARNG and DMVA for any audits conducted by Federal or State agencies. All records in support of the projects conducted at the CGJMTC shall be maintained by __________ for a period of not less than 10 years.

5. PERSONNEL: Each Party is responsible for all costs of its personnel, including pay and benefits, support, and travel. Each Party is responsible for supervision and management of its personnel.

6. GENERAL PROVISIONS:

6.1 POINTS OF CONTACT (POC). The following POCs will be used by the Parties to communicate matters concerning this MOA. Each Party may change its POC upon reasonable notice to the other Party.

6.1.1 For the MIARNG—

6.1.1.1 Amanda Geissler, United States Property and Fiscal Office (USPFO) Support Agreement Manager, amanda.e.geissler.civ@army.mil,

(517) 481-7796

6.1.2 For the CFMO—

6.1.2.1 Staci Powers, CFMO State Resource Manager, staci.k.powers.nfg@army.mil, (517) 481-7559

6.1.3 For the DMVA—

6.1.3.1 Rachelle Breeden, Chief Financial Officer, DMVA, breedenr@michigan.gov mailto:amanda.e.geissler.civ@army.mil mailto:staci.k.powers.nfg@army.mil mailto:breedenr@michigan.gov

6.1.3 For __________ —

6.1.2.1 NAME & CONTACT INFO

6.2 CORRESPONDENCE. All correspondence to be sent and notices to be given pursuant to this MOA will be addressed, to—

6.2.1 USPFO, 3423 N. Martin Luther King, Jr. Blvd, Ste. 211, Lansing, MI 48906

6.2.2 DMVA, 3423 N. Martin Luther King, Jr. Blvd., Ste. 320, Lansing, MI 48906

6.2.3 __________, ADDRESS

or as may from time to time otherwise be directed by the Parties.

6.3 REVIEW OF AGREEMENT. This MOA may be reviewed at the request of the parties.

6.4 MODIFICATION OF AGREEMENT. This MOA may only be modified by the written agreement of the Parties, duly signed by their authorized representatives.

6.5 DISPUTES. Any disputes relating to this MOA will, subject to applicable Michigan and/or Federal law, Executive Order, or DoD issuance, be resolved by consultation between the Parties.

6.6 TERMINATION OF AGREEMENT. This MOA may be terminated by either Party by giving at least 90 calendar days’ written notice to the other Party. The MOA may also be terminated at any time upon the mutual written consent of the Parties.

6.7 TRANSFERABILITY. This MOA is not transferable except with the written consent of the Parties.

6.8 ENTIRE AGREEMENT. It is expressly understood and agreed that this MOA embodies the entire agreement between the Parties regarding the MOA’s subject matter, thereby merging and superseding all prior agreements and representations by the Parties with respect to such subject matter.

6.9 EFFECTIVE DATE. This MOA takes effect beginning on the day after the last Party signs.

6.10 EXPIRATION DATE. This MOA expires one year from the date of the final signature.

6.11 NO ENDORSEMENTS. Nothing in this MOA should be construed as an endorsement of __________, its products or the like by the United States Government, the Department of Defense, the Department of the Army, the MIARNG, or the DMVA.

6.11.1 __________ will provide any Advertising, Press, or Media releases that reference MIARNG, DMVA, or CGJMTC to the Community Relations Specialist for CGJMTC prior to release.

6.11.2 All Advertising, Press Releases or Media depicting MIARNG, DMVA , or CGJMTC and its training areas or ranges require the approval of the Michigan National Guard, Joint Forces Headquarters Public Affairs Officer.

6.12 NO THIRD PARTY BENEFICIARIES. Nothing in this MOA, express or implied, is intended to give to, or will be construed to confer upon, any person or entity not a party any remedy or claim under or by reason of this MOA and this MOA will be for the sole and exclusive benefit of the Parties.

6.13 SEVERABILITY. If any term, provision, or condition of this MOA is held to be invalid, void, or unenforceable by a governmental authority and such holding is not or cannot be appealed further, then such invalid, void, or unenforceable term, provision, or condition shall be deemed severed from this MOA and all remaining terms, provisions, and conditions of this MOA shall continue in full force and effect.

The Parties shall endeavor in good faith to replace such invalid, void, or unenforceable term, provision, or condition with valid and enforceable terms, provisions, or conditions which achieve the purpose intended by the Parties to the greatest extent permitted by law.

6.14 OTHER FEDERAL AGENCIES. This MOA does not bind any federal agency, other than the Parties, nor waive required compliance with any law or regulation.

6.15 INDEMNITY TO STATE OF MICHIGAN. Upon receipt of written tender, ____ must defend, indemnify, and hold the State of Michigan, DMVA, Camp Grayling, and their departments, divisions, agencies, offices, commissions, officers, and employees harmless, without limitation, from and against any and all actions, claims, losses, liabilities, damages, costs, attorney fees, and expenses (including those required to establish the right to indemnification), arising out of or relating to: (a) any breach by ____ (or any of ____’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Agreement;

any bodily injury, death, or damage to real or tangible personal property occurring wholly or in part due to action or inaction by ____ (or any ____’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable); (b) and any acts or omissions of ____ (or any of ____’s employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable). The State of Michigan is constitutionally prohibited from indemnifying ____ or any third parties. ____ assumes any and all risks associated with Projects.

6.16 INDEMNITY TO THE FEDERAL GOVERNMENT. Upon receipt of written tender, ____ shall defend, indemnify, and hold harmless the Federal Government, Department of the Army, National Guard Bureau, the MIARNG, and their officers, agents, and employees from any and all claims, demands, suits, actions, or other proceedings brought against the Federal Government, its officers, agents, and employees, arising out of or resulting from ____’s performance of this MOA. ____ shall pay any final judgment entered against the Federal Government, its officers, agents, and employees, or any settlement entered into by ____ with the approval of the Federal Government, with respect to any such claim, demand, suit, action, or other proceeding. _______ assumes any and all risks associated with Projects.

7. FINANCIAL DETAILS

7.1 _______recognizes that CGJMTC and all other parties and signatories to this MOA are prohibited from incurring obligations or making expenditures outside the scope of support requested in this MOA. ___________further agrees to waive any claim or expectation of compensation now or in the future against any and all other parties or signatories that is in any way related to or derived from the performance of this MOA or the provision of support thereunder.

7.1.1 Any consulting or professional services provided by __________ to the MIARNG or DMVA are not within the scope of this MOA.

7.2 PAYMENT OF BILLS

7.2.1 The Parties recognize that, consistent with the Cooperative Agreements between the State of Michigan and the Michigan Army National Guard, __________ will reimburse the State of Michigan for support at CGJMTC.

7.2.2 __________ agrees to pay the USPFO-approved current fiscal year rate for Category 1 entities using CGJMTC. The Category 1 rate will be charged for training lands, ranges, and facilities.

https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf https://ogc.commerce.gov/sites/default/files/indemnification_clause.pdf

7.2.3 The Camp Grayling Incremental Cost Recovery Manager will generate an invoice to __________ 15 calendar days after activities are conducted, or on a monthly basis, if enduring.

7.2.4 Payment must be made by check to the State of Michigan and delivered to the ICR Manager no later than 90 calendar days after said invoice is submitted. Accounts will be locked in RFMSS after the 90 days if payment is not received.

7.2.5 All payments must be made during the fiscal year in which the charge was incurred. The State of Michigan’s fiscal year is 1 Oct – 30 Sep.

8. Electronic signatures are valid. Photocopied or electronic copies of this document are valid as original copies.

9. List of Attachments.

Attachment A, List of Due Dates

Attachment B, Cost Estimate

AGREED –

FOR ________:

NAME

TITLE

DATE

FOR DMVA: FOR CAMP GRAYLING:

RACHELLE BREEDEN LUCAS J. LANCZY

CFO, DMVA COL, EN, MIARNG

Camp Grayling Commander

DATE DATE

FOR THE CFMO: FOR THE MIARNG:

SCOTT E. HOUSE CONSTANTINE A. LEON

Director, Construction & Facilities Col, NGB

USPFO for Michigan

DATE DATE

LIST OF DUE DATES

Annually

1. Provide projection of upcoming projects for next 12 months and schedule all known Projects in RFMSS

2. Range Safety Officer or civilian equivalent attend the CGJMTC Range Officer Safety Brief

3. Medical Support Personnel attend the CGJMTC Medic Safety Brief

90 Days Before Project

1. Schedule in RFMSS

2. List of all participants, Statement of Work/Detailed Plan

15 Days Before Project

1. Spill Response Plan

2. Proof of Liability Insurance

Day 1 of Project

1. Documentation to DPOTS:

a. Schedule of Events

b. Final list of participants

c. Affidavit of Training Area Environmental Compliance

d. Risk Assessment for each scheduled event

e. List of Authorized/Qualified Range Safety Officers

f. List of Authorized Medical Support personnel

90 Days after invoice

1. Payment is due