{"id":41938,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/naval-ordinance-station-louiville-ky-sublease.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"naval-ordinance-station-louiville-ky-sublease","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/naval-ordinance-station-louiville-ky-sublease.html","title":{"rendered":"Naval Ordinance Station (Louiville, KY) Sublease – Louisville\/Jefferson County Redevelopment Authority Inc. and United Defense LP"},"content":{"rendered":"\n SUBLEASE OF REAL AND PERSONAL PROPERTY\n\n\n THIS SUBLEASE OF REAL PERSONAL PROPERTY is made and entered into as of\nthe 19th day of August, 1996, by and between the LOUISVILLE\/JEFFERSON COUNTY\nREDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and\nlocal redevelopment authority (\"LRA\"), with a mailing address of Suite 400, 600\nWest Main Street, Louisville, Kentucky 40202 and UNITED DEFENSE L.P. (\"UDLP\"), a\nDelaware limited partnership comprised of the BMY Combat Systems Division of\nHarsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC\nCorporation, a Delaware corporation, with a mailing address of 4800 East River\nRoad, Minneapolis, Minnesota 55421.\n\n W I T N E S S E T H:\n\n WHEREAS, the Base Realignment and Closure Commission established under\nthe Act, as hereinafter defined, selected the Naval Ordinance Station,\nLouisville, a division of the Naval Surface Warfare Center (\"NOSL\"), for closure\nand privatization in place of the repair, overhaul and remanufacturing work\ncurrently being performed by the United States Navy (the \"Navy\") at NOSL; and\n\n WHEREAS, the LRA was formed by the City of Louisville and Jefferson\nCounty, acting by and through their respective executive and legislative\nbranches, to establish a method and means for the privatization in place of\nNOSL; and\n\n WHEREAS, The United States of America (the \"Government\"), acting by\nand through the Navy, and the LRA have entered into an interim lease, dated 12\nAugust, 1996 (the \"Lease\"), for the major portion of the real property\ncomprising NOSL, including buildings and improvements plus equipment and other\nassociated personal property necessary for the privatization in place of the\nrepair, overhaul and remanufacturing work currently being performed by the Navy\nat NOSL; and\n\n WHEREAS, the LRA and UDLP have entered into that certain \nPrivatization Contractor Agreement, dated 19 August, 1996 (the \"Agreement\"), \nwith respect to the privatization of a portion of the repair, overhaul and \nremanufacturing work currently being performed at NOSL, a copy of the \nAgreement is attached hereto as EXHIBIT A and incorporated herein by \nreference; and\n\n WHEREAS, UDLP and the Navy have entered into workload contracts to\nperform such repair, overhaul and remanufacturing work at NOSL, said Agreement\nand said workload contracts requiring certain buildings, improvements, equipment\nand other personal property covered by the Lease; and\n\n\n\n WHEREAS, the LRA desires to sublease to UDLP, and UDLP desires to\nsublease from the LRA certain portions of the Premises, as that term is defined\nin the Lease, and Personal Property, as that term is defined herein and in the\nLease.\n\n NOW, THEREFORE, for and in consideration of the premises and for \nother good and valuable consideration, the receipt and sufficiency of which \nis hereby acknowledged, the parties, intending to be legally bound, hereby \nagree as follows:\n\n 1. DEFINITIONS. For purposes of this Sublease, as hereinafter\ndefined, the following words and\/or terms shall have the meanings set forth\nbelow and such meanings set forth below and such meanings shall take precedence\nover any conflicting meaning of the respective words or terms:\n\n A. \"Act\" shall mean the Defense Base Closure and Realignment Act of\n1990, Pub. L. No. 101-510, 104 Stat. 1808, 10 U.S.C. 2687, as amended, from time\nto time.\n\n B. \"Additional Premises\" shall mean Building L which consists of\n199,526 square feet of which 158,516 square feet shall be included in this\nSublease. Except as provided in Section 3 hereof, Building L shall be under\nthis Sublease through 31 December 1997 on which date this Sublease shall\nterminate as to Building L and UDLP shall vacate Building L on or before 31\nDecember 1997 unless UDLP has established a regional, national and international\nequipment logistics and maintenance hub in Building L. UDLP shall give the LRA\nat least 180 days' prior written notice of its intention to extend this Sublease\nas to Building L.\n\n C. \"CIWS:\" shall mean the Phalanx Close-In-Weapon-System repair,\noverhaul and remanufacturing work currently being performed at NOSL. The OEM\nfor CIWS is HMSC.\n\n D. \"Center\" shall mean the Gun Center of Excellence to be\nestablished by the LRA at NOSL.\n\n E. \"HMSC\" shall mean Hughes Missile Systems Company, a Delaware\ncorporation.\n\n F. \"Hot Turnover Date\" shall mean the date upon which the\nprivatization in place at NOSL begins, and NOSL is turned over operationally by\nthe Navy to the LRA which date is scheduled to be 19 August 1996 or such later\ndate as determined by the Navy.\n\n G. \"Leased Property\" shall mean collectively, and as constituted\nfrom time to time, the Primary Premises, the Additional Premises, the Plating\nPremises and the Transition Premises as defined herein and the Personal Property\nas defined herein and in the Lease.\n\n H. \"Non-CIWS Work\" shall mean all of the repair, overhaul and\nremanufacturing work to be performed for the Navy by UDLP at NOSL which work\ndoes not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL.\n\n\n\n I. \"OEM\" shall mean the Original Equipment Manufacturer for the\nNavy.\n\n J. \"Personal Property\" shall mean all Personal Property, as that\nterm is defined in the Lease, required by UDLP to perform the Non-CIWS Work\npresent at NOSL as of the Hot Turnover Date.\n\n K. \"Plating Premises\" shall mean Building 117, which consists of\n35,940 square feet, Building 118, which consists of 5,310 square feet, Building\n136 which consists of 4,000 square feet and Tanks 118A through G.\n\n L. \"Primary Premises\" shall mean the real property and improvements\nmore particularly described on EXHIBIT C. to the Lease and Personal Property\nlocated within the Primary Premises and being more particularly described on\nEXHIBIT B to the Lease attached hereto and incorporated herein by reference.\n\n M. \"Sublease\" shall mean this Sublease of Real and Personal\nProperty, as amended, from time to time, effective as of the Hot Turnover Date.\n\n N. \"Transition Premises\" shall mean Building F, which consists of\n144,786 square feet, and part of Building G, which part consists of 107,504\nsquare feet. Except as provided in Section 3 hereof, Building G shall be under\nthis Sublease through 30 June 1997, and Building F shall be under this Sublease\nthrough 30 June 1998, and UDLP shall vacate the Transition Premises on or before\n30 June 1997 with respect to Building G and on or before 30 June 1998 with\nrespect to Building F.\n\n 2. INCORPORATION OF NAVY LEASE. The Lease between the Navy and the LRA,\nas amended from time to time, a copy of which is attached hereto as EXHIBIT B\nand incorporated herein by reference, specifically requires that all sublessees\nof the LRA, including UDLP, be subject to all of the terms, conditions,\nresponsibilities and obligations contained in the Lease including, without\nlimitation, the termination provisions set forth in Paragraph 15 of the Lease.\nUDLP hereby acknowledges that as to the Lease Property and during the term of\nits occupancy and\/or use of the Leased Property or each part thereof as herein\nprovided, it will be bound by all applicable terms, conditions, responsibilities\nand obligations of the Lease with respect to said Leased Property as if it were\nthe Lessee\/Sublessee thereof notwithstanding anything in the Lease to the\ncontrary including, without limitation, Paragraph 14(j) and the signature page\nthereof. Should a conflict arise between a provision of this Sublease and a\nprovision of the Lease, the provision of the Lease shall take precedence.\nNothing herein shall be deemed to grant to UDLP any rights or privileges greater\nthan the LRA has received under the Lease. Notwithstanding the foregoing,\nnothing in this Sublease shall be construed to limit or modify the\nresponsibilities and obligations of the Government under Paragraph 14 of the\nLease. UDLP shall indemnify and save harmless the LRA against any and all\nclaims by the Government or any other person(s), firm(s) or corporation(s)\narising out of UDLP's failure to perform all of the terms, conditions,\nresponsibilities and obligations contained in the Lease as to the Leased\nProperty.\n\n\n\n 3. SUBLEASE TO UDLP.\n\n A. PRIMARY PREMISES. The LRA does hereby sublease to UDLP, and UDLP\ndoes hereby sublease from the LRA, the Primary Premises, together with the right\nof ingress and egress to the Primary Premises across adjacent or nearby roads\nleased to the LRA which lead to reasonably convenient public roads and also\ntogether with designated parking to service the use of the Primary Premises.\n\n B. PLATING PREMISES. The LRA does hereby sublease to UDLP, and UDLP\ndoes hereby sublease from the LRA, the Plating Premises together with the right\nof ingress and egress to the Plating Premises across adjacent or nearby roads\nleased to the LRA which lead to reasonably convenient public roads and also\ntogether with designated parking to service the use of the Plating Premises.\nThe Plating Premises shall be under this Sublease until 18 August 1998;\nprovided, however, UDLP may be relieved of its obligations as to the Plating\nPremises in the event UDLP shall bring to the LRA a replacement tenant\nacceptable to the LRA prior to the termination date of 18 August 1998, which\nacceptance of the replacement tenant shall not be unreasonably withheld by the\nLRA. UDLP may extend its tenancy of the Plating Premises on a year-to-year\nbasis upon 180 days' prior written notice thereof to the LRA.\n\n C. TRANSITION PREMISES. The LRA does hereby sublease to UDLP, and\nUDLP does hereby sublease from the LRA, the Transition Premises together with\nthe right of ingress and egress to the Transition Premises across adjacent or\nnearby roads leased to the LRA which lead to reasonably convenient public roads\nand also together with designated parking to service the use of the Transition\nPremises. Building G of the Transition Premises shall be a part of this\nSublease for purposes of rent, as defined in Section 5 hereof, calculation for\nsixty (60) days following the date UDLP vacates Building G. UDLP is scheduled\nto vacate Building G on or before 30 June 1997; provided, however, the LRA will\nagree to terminate Building G from this Sublease in the event of replacement\ntenant acceptable to the LRA is found for Building G prior to 30 June 1997\nwhich acceptance of the replacement tenant shall not be unreasonably withheld by\nthe LRA. Building F of the Transition Premises shall be a part of this Sublease\nfor purposes of rent calculations for sixty (60) days following the date UDLP\nvacates Building F. UDLP is scheduled to vacate Building F on or before 30 June\n1998; provided, however, the LRA will agree to terminate Building F from this\nSublease in the event a replacement tenant acceptable to the LRA is found for\nBuilding F prior to 30 June 1998 which acceptance of the replacement tenant\nshall not be unreasonably withheld by the LRA.\n\n D. ADDITIONAL PREMISES. The LRA does hereby sublease to UDLP, and\nUDLP does hereby sublease form LRA, the Additional Premises together with the\nright of ingress and egress to the Additional Premises across adjacent or nearby\nroads leased to the LRA which lead to reasonably convenient public roads and\nalso together with designated parking to service the use of the Additional\nPremises. The Additional Premises shall be a part of this Sublease for purposes\nof rent calculations for sixty (60) days following the date UDLP vacates the\nAdditional Premises.\n\n\n\n E. SQUARE FOOTAGE. The square footage subleased by the LRA per\nannum to UDLP is shown in a chart set forth on EXHIBIT C. This square footage\nmay be reduced only as provided in Subsection B. and C. hereof or as otherwise\nagreed by the parties.\n\n F. PERSONAL PROPERTY. The LRA does hereby sublease to UDLP, and\nUDLP does hereby sublease from the LRA, the Personal Property.\n\n 4. ACCESS TO OTHER BUILDINGS. The LRA will assist UDLP in obtaining\nnecessary temporary access to the Computer Facility located in Building W\nthrough 31 December 1997 subject to approval of the Navy and the LRA; provided\nsuch access shall be subject to reasonable restrictions and will not\nunreasonably interfere with the operations of the Navy, the LRA, or any tenants\nin Building W. The LRA will assist UDLP in obtaining necessary access to\nBuildings 68, 78, 79 105 and 147 subject to approval of the Navy; provided, such\naccess shall be subject to the restrictions and\/or regulations of the Navy.\n\n 5. RENTAL.\n\n A. BASE RENT. UDLP shall pay the LRA as Base Rent from 19 August\n1996 through 18 August 1997 for the leased Property, the sum of $2.09 per square\nfoot per annum, and UDLP shall assume the responsibility for the undertaking\nand\/or costs of Operating and Maintenance (\"O&M\") associated with the operations\nof the Primary Premises, the Additional Premises, the Plating Premises and the\nTransition Premises, as constituted, from time to time, plus a pro-rata share of\nthe Center's operating costs incurred by the LRA. For purposes of this Sublease\nO&M costs shall be all those utility, protection, maintenance, repairs and other\ncosts as to Leased Property required under the Lease, including, without\nlimitation, those costs described in Paragraphs 10 and 12 of the Lease, and\nthose items set forth n Sections 7, 9, 10 and 11 of this Sublease.\n\n B. INCREASE IN BASE RENT.\n\n [1] In the event that the ownership of the leased Property is\n conveyed to the LRA during the Term or a Renewal Term of this Sublease, as\n defined in Section 6 hereof, the Base Rent shall be increased by the LRA on\n a per square foot basis per annum to reflect any acquisition costs required\n by the Government with respect to the Leased Property to the paid to the\n Government by the LRA; provided, however, the LRA shall use its reasonable\n best efforts to obtain in a no cost economic development conveyance of the\n Leased Property from the Government. Such increase in Base Rent shall be\n effective as of the date of the LRA's acquisition of the Leased Property.\n\n [2] The Base Rate beginning in 1998 may be increased by the LRA on a\n per square foot basis per annum to reflect the loss of Base Rent, as set\n forth in Subsection A hereof, as a result of UDLP's vacating of Building F,\n G and L which loss of Base Rent is not offset by replacement tenant Base\n Rent; provided, however, the adjustment Base Rent may not exceed the\n following amounts per annum:\n\n\n\n YEAR ANNUAL CEILING PER SQUARE FOOT\n ---- ------------------------------\n\n 1998 $2.40\n 1999 3.07\n 2000 3.07\n\n C. DECREASE IN BASE RENT. During the Term or a Renewal Term of this\nSublease, as defined in Section 6, hereof, the Base Rent shall be decreased by\nthe LRA on a per square foot basis per annum effective as of the date of the\noccurrence of one or more of the following events:\n\n [1] As of the date a replacement tenant acceptable to the LRA,\n which acceptance of the replacement tenant shall not be unreasonably\n withheld, for Buildings F. G, or L, all previously occupied by UDLP, said\n replacement tenant executes a sublease with the LRA and begins to pay rent\n in an amount per square foot per annum equal to or greater than the rent\n paid by UDLP per square foot; provided, however, such decrease shall not be\n effective as to Building F prior to 31 August 1998, as to Building G prior\n to 31 August 1997 and as to Building L prior to 28 February 1998.\n\n [2] As of the date the LRA is to reduce the project financing\n rate to below ten percent (10%) per annum for the capitalized costs\n associated with the providing of protection, maintenance and repair to NOSL\n as required in the lease or as recommended in the NOSL Facility\n Privatization and Reuse Plan, dated April 17, 1996;\n\n [3] A of the date any direct principal payments are made on the\n project financing referenced in [2] above by UDLP or HMSC which reduces the\n amount of principal of such capitalized costs;\n\n [4] As of the date UDLP or HMSC takes any other action or\n actions which results in cost savings to the LRA as it carries out its\n responsibilities at NOSL under the Lease, this Sublease or the Agreement;\n and\n\n [5] As of the date any federal grant is received to defray the\n capitalized costs of improving the facilities at NOSL which may be used by\n the LRA to reduce principal on the project financing of such capitalized\n costs referenced in [2] above.\n\n Notwithstanding anything in this Section 5 to the contrary, the Base\nRent per square foot per annum shall never be reduced below $1.95 per square\nfoot per annum. The LRA will not enter into a Sublease with any for profit\nentity, including HMSC, at a rate lower than the Base Rate set forth herein.\n\n D. PAYMENT OF BASE RENT. The Base Rent for the lease Property shall\nbe calculated on a per annum basis using the square footage subleased by the LRA\nper annum to UDLP as set forth on EXHIBIT C, and such square footage shall be\nmultiplied by the Base Rent and divided into twelve (12) equal monthly\ninstallments of Base Rent which shall be due and\n\n\n\npayable as of the first day of each calendar month beginning September 1, 1996.\nThe Base Rent for 19 August 1996 through 19 August 1997 shall be $2,085,636\npayable in monthly installments of $173,803 each payable as provided in the\npreceding sentence. The Base Rent for the Lease Property form 19 August 1996\nthrough 31 August 1996 in the amount of $75,314.63 shall be paid by UDLP to the\nLRA on or before 1 September 1996.\n\n 6. TERM. The Term of this Sublease shall be for one year beginning 19\nAugust 1996 and ending 18 August 1997, but this Sublease may be renewed annually\nthereafter upon sixty (60) days' prior written notice by UDLP to the LRA with\nthe Term being coterminous with the length of (i) the workload contract(s) with\nthe Navy for the Non-CIWS Work and the Additional Work, and (ii) all other work\nobtained by UDLP from the Navy and any other customers to performed at the\nCenter, plus time sufficient to allow an orderly cessation of UDLP's operations\nat the Center. UDLP has made certain projections with respect to the complement\nof employees to be employed by UDLP at NOSL as more particularly set forth under\nthe heading \"Total United Defense Jobs\" on EXHIBIT B to the Agreement, and UDLP\nagrees that it will certify to the LRA the actual number of Total United Defense\nJobs as of 19 August of each year of the Term of this Sublease. In making such\ncertification, UDLP shall be entitle to justify any taking into account the\nvarious provisions of this Agreement, including, but not limited to, Sections\n1.D, 19 and 24 thereof. In the event that (i) the Total United Defense Jobs, as\ncertified by UDLP, and not justified pursuant to the provisions of the Agreement\nas aforesaid, drops below such projection by more than ten percent (10%) during\nany year of the Term (measured in terms of anniversaries from the Hot Turnover\nDate), UDLP shall present to the LRA a written projection revising EXHIBIT B to\nthe Agreement to reflect UDLP's then current projections with respect to the job\ncomplement of employees employed by UDLP at NOSL projected out at least five (5)\nyears, If the LRA determines that the projected UDLP job complement is not of a\nsufficient number to justify the LRA's continuous of this Sublease, the LRA may\nterminate this Sublease as of the end of the lease year of 18 August; provided,\nhowever, any such termination notice shall provide UDLP with at least 180 days\nprior written notice of such termination. This Sublease may also be terminated\nby the LRA in the event the Navy terminates its workload contract(s) for the\nNon-CIWS Work with UDLP at NOSL.\n\n 7. INDEMNITY AND INSURANCE. In addition to the indemnity obligations set\nforth in Paragraph 16 of the Lease as to the Leased Property, UDLP shall\nindemnify and save harmless the LRA against and from any and all claims by an on\nbehalf of any person(s), firms(s) or corporation(s) arising from the conduct or\nmanagement of or from any work or thing whatsoever done in, about or by the\nLeased Property, which was not contributed to or caused by or at the instance of\nthe LRA or its representatives. UDLP shall, at its sole cost and expense, keep\nthe Leased Property, insured for the benefit of the Government, the LRA and UDLP\nin an amount equal to the full replacement value thereof (excluding excavation\nand foundation costs), against loss or damage by fire, against all risks covered\nby standard extended coverage endorsement, and against such other risks as may\nbe deemed necessary by the LRA. Notwithstanding Paragraph 17.2.2 and 17.3.1 of\nthe Lease, UDLP shall carry general\/public liability insurance in an amount of\n$3,000,000\/$5,000,0000. In addition, UDLP will maintain such additional\ninsurance as required by Paragraph 17 of the Lease. The Government and the LRA\nshall be named as\n\n\n\nadditional insured under all such insurance policies, and UDLP shall comply with\nthe requirements of Paragraphs 17.6 and 17.5 of the Lease.\n\n 8. NO WARRANTIES. The LRA makes no warranties whatsoever concerning the\nLeased Property and all Leased Property provided to UDLP under this Sublease\nshall be on an \"as is, where is\" basis with no warranties whatsoever, with the\nexception that, on a continuing basis throughout the term of this Sublease, the\nLRA does hereby represent and warrant to UDLP, with respect to the Leased\nProperty, that the LRA has either the unencumbered ownership of, or a lease from\nthe Government for, the Leased Property sufficient to provide UDLP the full,\nquiet, and unimpaired leasehold enjoyment of the entire Leased Property for the\nfull term of this Sublease, free and clean of any conflicting right of occupancy\nor use by any other person or entity. It is further understood that nothing in\nthis Section shall diminish or otherwise affect obligations of the parties\nrelating to environmental indemnities, covenants or releases.\n\n 9. TAXES. The LRA shall grant to UDLP the right, at UDLP's sole costs,\nto contest any assessment or levy of real or personal property taxes in the name\nof an with the cooperation of the LRA. The LRA shall cooperate with and assist\nUDLP, at UDLP's sole costs, in applying for tax exemptions and\/or tax abatements\nwith respect to the Leased Property. In the event it is finally determined,\nafter the exhaustion of administrative and\/or judicial appeals, that UDLP is\nliable for such assessment or levy of real or personal property taxes, or other\ngovernmental charges, general and special, UDLP shall pay the same as Additional\nRent.\n\n 10. UTILITIES AND MAINTENANCE. UDLP shall pay for all water, gas,\nelectricity and other utilities servicing the Leased Property. UDLP shall\nmaintain all buildings and improvements, including all structural components,\ncovered by this Sublease in accordance with generally accepted maintenance\nstandards subject to inspection by the LRA to determine compliance with such\nmaintenance standards and consistent with Paragraph 12, of the Lease.\n\n 1l. MAINTENANCE OF PERSONAL PROPERTY. UDLP shall maintain Personal\nProperty furnished by the LRA under this Sublease consistent with Paragraph 12\nof the Lease and the Maintenance standards agreed to by the Navy, the LRA and\nUDLP. The LRA may, subject to Government Security Restrictions, inspect the\nPersonal Property from time to time, upon reasonable notice to UDLP, to\ndetermine compliance with the foregoing. In the event that the Navy funds\nreplacement of such Personal Property, or augmentation of such Personal\nProperty, to maintain or improve the state of the art of operations, any such\nreplacement or new Personal Property, will fall under this Sublease to the\nextent it is added to or falls under the Lease with the Navy, or is otherwise\ntransferred to the LRA by the Navy. UDLP shall notify the LRA in advance in\nwriting in the event UDLP seeks to have the Navy fund replacement of such\nPersonal Property or the Augmentation of such Personal Property to maintain or\nimprove the state of the art of operations by UDLP of the Personal Property.\nEquipment that is acquired by UDLP that is not such replacement or new Personal\nProperty, as referenced in the preceding sentence, shall be the property of\nUDLP.\n\n 12. UTILIZATION OF EQUIPMENT. UDLP will cooperate with other tenants of\nNOSL by subcontracting with respect to using certain under-utilized pieces of\nPersonal Property; provided,\n\n\n\nhowever, such cooperation shall not (i) require UDLP to incur any capital or\nother expenditure to acquire or remove equipment or (ii) unreasonably interfere\nwith UDLP's production and\/or utilization of said equipment. UDLP will\ncooperate with the LRA to establish the Workforce Development Training Center at\nNOSL and will assist in the providing of \"hands on\" training.\n\n 13. TRANSITION IMPROVEMENTS. UDLP shall perform the transition\nimprovements required to promote privatization in place at NOSL with respect to\nthe Primary Premises, listed on EXHIBIT C, and in accordance with the provisions\nof Paragraph 5 of the Agreement and as set forth in Appendix Table C-1 of the\nNOSL Facility Privatization and Reuse Plan, dated April 17, 1996, a copy of\nwhich is attached as EXHIBIT F to the Agreement. The transition improvements\nshall be performed to the Primary Premises n accordance with the Priority set\nforth in Appendix Table C-1 aforesaid; provided, however, Priority 3 transition\nimprovements shall not be required to be performed unless this Sublease is in\neffect for a total or more than five (5) years or if such transition\nimprovements are required under Paragraph 6 of the Lease. The transition\nimprovements with respect to the Primary Premises shall be performed at the sole\ncost and expense of UDLP; provided, however, nothing herein shall deem to\nprejudice any right of UDLP to seek reimbursement of such expenses under the\nworkload contracts, and other contract, agreement or law. The estimated costs\nset forth on EXHIBIT F to the Agreement represent the LRA's current best\nestimate of the costs for such transition improvements. It is parties' intent\nthat all such transition improvements be performed in as cost effective a manner\nas possible in accordance with all applicable laws, rules, regulations,\nordinances and codes.\n\n 14. PERMITS AND LICENSES. UDLP shall obtain all necessary permits and\nlicenses to carry on its operations at NOSL after the Hot Turnover Date\nincluding, without limitation, the environmental permits required by Paragraph\n13.2 of the Lease. The LRA will use its best efforts to assist UDLP in\nobtaining such permits and licenses.\n\n 15. INCENTIVES. The LRA will use its best efforts to assist UDLP in\nobtaining available monetary, tax and other incentives from local, state and\nfederal governmental authorities and\/or agencies.\n\n 16. ENVIRONMENTAL MATTERS.\n\n A. DEFINED TERMS. As used in the Sublease, the following terms\nshall have the meanings set forth below:\n\n [1] \"CERCLA\" shall mean the Comprehensive Environmental\n Compensation, and Liability Act of 1980, as amended by the Superfund\n Amendments and Reauthorization Act of 1986, 42 USC 9601 ET. SEQ.\n\n [2] \"Damages\" shall mean all damages, and includes, without\n limitation, punitive damages, liabilities, costs, losses, fines, penalties,\n demands, claims, personal injury, property damage, cost recovery actions,\n lawsuits, administrative proceedings, orders, response action costs,\n compliance costs, investigation, operation or\n\n\n\n monitoring expenses, reasonable consultant fees, reasonable attorneys' and\n paralegals' fees, and litigation expenses.\n\n [3] \"Environmental Assessments\" shall mean the inspections and\n reports as to environmental matters pertaining to NOSL including, without\n limitation, the Environmental Baseline Survey prepared by Brown & Root\n Environmental, dated December 1995 for the Navy, and the RCRA Facility\n Investigation and the RCRA Facility Assessment.\n\n [4] \"Environmental Claim\" shall mean any investigation, notice,\n violation, demand, allegation, action, suit, injunction, judgment, order,\n consent decree, lien, proceeding, complaint, or claim (whether\n administrative, judicial, or private in nature) arising (a) pursuant to, or\n in connection with, an actual violation of or an alleged violation asserted\n by a Governmental Authority or private party of any Environmental Law, (b)\n in connection with any Hazardous Material or any Hazardous Material\n Activity, (c) from any abatement, removal, remedial, corrective, or other\n response action in connection with a Hazardous Material or Environmental\n Law or (d) from any actual damage, injury, threat, or harm to the\n environment.\n\n [5] \"Environmental Law\" shall mean any current Legal Requirement\n pertaining to (a) the protection of the environment, (b) the protection or\n use of surface water and groundwater, (c) the management, manufacture,\n possession, presence, use, generation, transportation, treatment, storage,\n disposal, Release, threatened Release, abatement, removal, remediation or\n handling of, or exposure to, any Hazardous Material or (d) pollution\n (including any Release to air, land, surface water, and groundwater), and\n includes, without limitation, CERCLA, RCRA, Federal Water Pollution Control\n Act, as amended by the Clean Water Act of 1977, 33 USC 1251, et. seq.,\n Clean Air Act of 1966, as amended, 42 USC 7401 et. seq., Toxic Substances\n Control Act of 1976, 15 USC 2601 et. seq., Hazardous Materials\n transportation Act, 49 USC 1801 et. seq., Oil Pollution Act of 1990, 33 USC\n 2701 et. seq., Emergency Planning and Community Right-to-Know Act of 1986,\n 42 USC 11001 et. seq., National Environmental Policy Act of 1969, 42 USC\n 4321 ET. SEQ., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f)\n ET. SEQ. all other applicable Federal, state and local environmental laws,\n regulations and standards.\n\n [6] \"Environmental Performance Provisions\" shall mean the\n provisions of Paragraph 13 of the Lease.\n\n [7] \"Governmental Authority\" shall mean any federal, state,\n regional, county, or local person or body having governmental or\n quasi-governmental authority or subdivision thereof.\n\n [8] \"Hazardous Material\" shall mean any material classified as a\n \"hazarded substance\" pursuant to CERCLA, as well as any hazardous, solid or\n special waste, any pollutant or toxic substance, or other regulated\n material under any other\n\n\n\n Environmental Law, and any substance that constitutes or contains gasoline,\n diesel fuel or other petroleum hydrocarbons or products or their common\n chemical constituents.\n\n [9] \"Hazardous Material Activity\" shall mean any activity,\n event, or occurrence involving a Hazardous Material, including, without\n limitation, the manufacture, possession, presence, use, generation,\n transportation, treatment, storage, disposal, release, abatement, removal,\n remediation, handling of or corrective or response action to any Hazardous\n Material.\n\n [10] \"Legal Requirements\" shall mean any treaty, convention,\n statute, law, regulation, ordinance, Governmental Approval, Injunction,\n judgment, order, consent decree, or other requirement of any Governmental\n Authority.\n\n [11] 'RCRA\" shall mean the Solid Waste Disposal Act, as amended\n by the Resource Conservation and Recovery Act of 1976 and Hazardous and\n Solid Waste Amendments of 1984, 42 USC 6901 ET. SEQ.\n\n [12] \"Release\" shall mean any spilling, leaking, pumping,\n pouring, emitting, emptying, discharging, injecting, escaping, leaching,\n dumping, or disposing into the environment, including, without limitation,\n the abandonment or discarding of barrels, drums, containers, tanks, and\n other receptacles containing any hazardous Materials.\n\n B. UDLP'S INDEMNIFICATION OF THE IRA\n\n [1] As used herein, the term \"Post-occupancy Condition\" shall\n mean any activity, omission, event, occurrence, Release, or condition that\n was created, caused or contributed to by UDLP, or, to any extent, resulted\n from the operation of UDLP's business at the NOSL after the Hot Turnover\n Date.\n\n [2] UDLP shall indemnify and hold harmless, the LRA from any\n Damages and Environmental Claims to the extent they arise from a\n Post-occupancy Condition related to the use production, generation,\n storage, treatment, disposal, sale, transfer, transportation or Release of\n any Hazardous Material at NOSL by UDLP.\n\n [3] Notwithstanding the above, this indemnification extends only\n to that portion of any activities, occurrences, omissions, events, Releases\n or conditions created, caused or contributed to by UDLP, its employees,\n agents, servants, guests, invitees, and subcontractors.\n\n C. INDEMNIFICATION PROCEDURES.\n\n [1] The LRA shall provide a written and reasonably detailed\n notice (the \"Indemnity Notice\") to UDLP promptly and no later than thirty\n (30) days after first learning of facts or circumstances which could\n reasonably be anticipated to provide the basis of a claim for\n indemnification (the \"Indemnity Claim\"), provided that an untimely\n\n\n\n Indemnity Notice shall not bar an Indemnity Claim but shall reduce the\n UDLP's liability to the extent the delay increases the amount or magnitude\n of the Indemnity Claim or to the extent that UDLP's ability to defend the\n Indemnity Claim is prejudiced thereby.\n\n [2] UDLP shall have the right to control the defense, response,\n proceedings, and any settlement for an Indemnity Claim which arises from a\n claim or demand by third party (a \"Thirty Party Claim\"). No later than ten\n (10) days after its receipt of the Indemnity Notice (the \"Election Date\"),\n UDLP shall notify the LRA whether UDLP elects to defend the LRA against the\n Third Party Claim. During said ten (10) day period, the LRA may file at\n UDLP's expense any pleading the LRA reasonably deems necessary to protect\n its interests, provided that such pleading does not result in an adverse\n final conclusion of the Third Party Claim or prejudice UDLP's ability to\n defend the Third Party Claim.\n\n [3] If UDLP elects by the Election Date to control the defense,\n response, proceedings, and any settlement for any Third Party Claim, then\n\n [a] UDLP shall diligently pursue a final conclusion as it\n determines to be appropriate.\n\n [b] The LRA shall have the right to monitor and participate\n in the defense of the Third Party Claim at its expense; and\n\n [c] UDLP and the LRA shall cooperate reasonably, including\n as to contested claims, counterclaims, availability of witnesses and\n documents.\n\n [4] If UDLP [i] does not elect by the election date to control\n the defense, response, proceedings, and any settlement for any Third Party\n Claim or [ii] elects by the Election Period to do so, but fails to\n diligently pursue a final conclusion, then:\n\n [a] The LRA shall control the defense, response,\n proceedings, and any settlement and shall diligently pursue a final\n conclusion as it determines to be appropriate; and,\n\n [b] The LRA shall not consent to any judgment or enter into\n any settlement without the written consent of UDLP, which shall not be\n unreasonably withheld.\n\n [5] If the Indemnity Claim is not a Third Party Claim, then by\n the Election date UDLP shall deliver written notice to the LRA specifying\n any dispute of the Indemnity Claim and the basis for any such dispute;\n provided, however, that the failure of UDLP to deliver such notice shall\n not affect its ability to later dispute its liability for the Indemnity\n Claim. If the parties are unable to resolve any such dispute, then the\n parties\n\n\n\n shall have all rights and remedies at law or equity, including the right to\n commence an action to resolve the dispute.\n\n [6] Any part of the defense, response, proceedings, or\n settlement for an Indemnity Claim which involves investigation, study,\n sampling, testing, abatement, cleanup, removal, remediation, or other\n response action (\"Response Action\") to remove, remediate, clean up, or\n abate any Release, or disposal or Hazardous Materials or a violation of\n Environmental Laws shall be conducted in accordance with the Response\n Action procedures set forth in D below.\n\n D. RESPONSE ACTION PROCEDURES (UDLP's INDEMNIFICATION OF THE LRA).\n\n [1] The following procedures apply to any Response Action within\n the scope of UDLP's indemnification of the LRA (\"Indemnified Response\").\n\n [a] UDLP shall have the right to implement and control in\n accordance with any applicable Environmental Law any Indemnified\n Response which may arise;\n\n [b] UDLP shall select one or more environmental engineers\n or consultants subject to the reasonable approval of the LRA\n (\"Approved Environmental Consultant\") to plan, conduct, coordinate,\n and supervise any Indemnified Response which may arise;\n\n [c] UDLP shall arrange for an Approved UDLP Environmental\n Consultant to prepare in compliance with any Applicable Environmental\n Law a Response Action Plan for an UDLP's Indemnified Response, which\n Response Action Plan shall be designed to (a) achieve compliance with\n applicable Environmental Laws, (b) minimize the disruption of\n operations at NOSL and, (c), in the absence of corrective action or\n cleanup level specifications required by applicable Environmental Laws\n or Governmental Authority, contain such specifications as reasonably\n determined to be practicable by and Approved UDLP Environmental\n Consultant;\n\n [d] The LRA shall have the right reasonably to monitor any\n Response Action at its own cost and expense. UDLP shall provide a\n reasonable opportunity to the LRA for review and comment in advance of\n each final Response Action Plan, material Response Action and material\n filing with an applicable Governmental Authority. UDLP shall\n reasonably address any timely received comment of the LRA, but the\n final decision as to any action in connection with the Response Action\n Plan, material Response Action or material filing shall be made by\n UDLP;\n\n\n\n [e] Each party shall timely provide to the other any\n information or document concerning any Indemnified Response reasonably\n requested in writing by the other;\n\n [f] If UDLP implements and controls the Indemnified\n Response, then UDLP shall have no liability for any costs or expenses\n incurred by the LRA in connection with the Indemnified Response,\n including but not limited to costs incurred in overseeing, monitoring,\n reviewing and commenting on the Indemnified Response.\n\n E. ENVIRONMENTAL PROTECTION PROVISIONS. UDLP shall comply with all\n of the Environmental Protection Provisions of the Lease applicable to it as\n a Sublease all as set forth in Paragraph 13 of the Lease.\n\n F. Conflicting Protections. In the event of any conflicts between a\n provision of this Section 15 and a provision of Paragraph 14 of the Lease\n or Part A of EXHIBIT F to the Lease, Paragraph 14 of the Lease and part A\n of EXHIBIT F to the Lease shall take precedence.\n\n 17. COMPLIANCE WITH LAW. In addition to the requirements of Paragraph 13\nof the Lease, UDLP shall comply with all Federal, state and local laws, rules,\nregulations and standards which are applicable to the operations of UDLP and its\noccupancy of the Leased Property now or hereafter on or about the same existing\nat any time during the continuance of this Sublease.\n\n 18. DEFAULT. If either party shall be in default in the observance or\nperformance of any covenant or agreement under this Sublease, including, but not\nlimited to, the default in the covenant to pay rent, the non-defaulting party\nshall give defaulting party notice in writing of the default. Except with\nrespect to the payment of rent under Section 5 of this Sublease, defaulting\nparty shall have thirty (30) days after such notice is received to remedy the\ndefault. if defaulting party has not remedied the default within said thirty\n(30) days or if defaulting party has not begun, in good faith, to undertake\ndiligently to remedy the same, within said thirty (30) day period then, the\nnon-defaulting party shall have the right to terminate this Sublease without\nfurther shall have the right to terminate this Sublease without further notice\nto defaulting party, but such termination shall not deprive the non-defaulting\nparty of any other remedy or action provided by law for the recovery of\npossession, rent, damages or equitable relief occasioned by the default. If the\ndefault is with respect to the payment of rent, the LRA shall give UDLP notice\nin writing of such default, and UDLP shall have five (5) days after such notice\nis received to remedy such default. If the default consists of the failure to\npay rent and UDLP has not remedied the same within said five (5) day cure\nperiod, then, the LRA shall have the right to terminate this Sublease without\nfurther notice to UDLP, but such termination shall not deprive the LRA of any\nother remedy or action provided by law for the recovery of possession, rent and\ndamages occasioned by the default. UDLP shall pay the LRA all costs and charges\nincurred in enforcing this Section of the Sublease in collecting delinquent\nrent, including reasonable fees of attorneys employees by the LRA in connection\nwith such enforcement.\n\n\n\n 19. COORDINATION OF NOSL FACILITY SERVICES. Notwithstanding the separate\nobligations of UDLP to pay (A) for all utilities servicing the Leased Property\nas set forth in Section 10 hereof, (B) for the costs of maintaining all\nbuildings and improvements within the Leased Property as set forth in Section 10\nhereof and (C) the costs to maintain the Personal Property as set forth in\nSection 11 hereof, the LRA and UDLP agree that it may be in their respective\neconomic best interests to provide for the payment of such items on a pro rata\nbasis as the part of a collective operations and Maintenance Contract which may\ninclude the LRA, UDLP, HMSC and the navy operations at NOSL. In such event, the\nrequirements of Section 10 of this Sublease shall be deemed to be satisfied if\nUDLP shall pay the costs associated with such Operations and Maintenance\nContract on a pro rata basis, and this Sublease shall be so amended to reflect\nthe same. The LRA shall be entitled to a contract administration fee equal to\nfive percent (5%) of the gross amount of the Operations and Maintenance Contract\nfor its administration of same.\n\n 20. ARBITRATION. All claims, disputes and other matters in question\narising out of, or relating to, this Sublease or the Sublease or the breach\nthereof, that have not been resolved amicably by the parties, including, without\nlimitation, those matters set forth in Section 18 hereof, shall be decided by\narbitration in accordance with KRS Chapter 417 and the Rules of the American\nArbitration Association as existing, from time to time, unless the parties agree\notherwise. Each of the parties may nominate one arbitrator, and the two\narbitrators nominated by the parties shall select a third arbitrator from a list\nsubmitted by the American Arbitration Association. The decision of the panel of\narbitrators shall be final and binding, and judgment may be entered upon it in\naccordance with applicable law in any court having jurisdiction thereof. The\naward shall be in writing and signed by the arbitrators joining in the award.\nThe arbitrators shall deliver a copy of the award to each party by certified\nmail, return receipt requested. The panel of arbitrators shall deliver its\naward within jurisdiction thirty (30) days of the submission to it; provided,\nhowever, this time period may be shortened or extended by the mutual agreement\nof the parties. Prior to filing a demand for arbitration, the complaining party\nshall file a written notice to the other party setting forth the claims,\ndisputes or other matters in question, and the parties shall meet within seven\n(7) days thereafter to attempt to resolve their differences, and the party to\nwhom such notice was delivered shall render its decision, in writing, concerning\nthe claim, dispute or other matters in question within seven (7) days following\nsuch meeting. Notice of the demand for arbitration shall be filed in writing\nwith the other party to the Sublease and with the American Arbitration\nAssociation within seven (7) days following receipt of the written answer as set\nforth in the preceding sentence.\n\n 21. AUTHORITY. Each party represents and warrants to the other party that\nit has the authority to enter into this Sublease without the prior written\nconsent or approval of any other person or entity, that the person executing\nthis Sublease for such party has been duly authorized to execute the same and\nthat this Sublease shall be binding upon such party in accordance with its\nrespective terms.\n\n 22. LIMITATION ON DAMAGES. Except with respect to Damages and\/or\nEnvironmental Claims, as defined in Section 16 hereof, in no event shall either\nparty be liable to the other party for any indirect, special, consequential,\nincidental, multiple, exemplary or punitive damages with\n\n\n\nrespect to any dispute or claim which may arise between the parties in\nconnection with this Sublease or its performance by either party; provided,\nhowever, this Section shall not be construed to limit equitable or injunctive\nrelief against either party.\n\n 23. GENERAL PROVISIONS.\n\n A. GOVERNING LAW. This Sublease is to be governed by and construed\nin accordance with the laws of the Commonwealth of Kentucky.\n\n B. PARAGRAPH HEADINGS. The headings of the several paragraphs of\nthis Sublease are inserted solely for the convenience of reference and are not a\npart of and are not intended to govern, limit or aid in the construction of any\nterm or provision hereof.\n\n C. NOTICES. All notices, requests and other communications\nhereunder shall be in writing and shall be deemed to have been given if\npersonally delivered, sent by facsimile transmission or sent by certified mail,\nreturn receipt requested and postage prepaid, addressed to:\n\n LRA: Louisville\/Jefferson County Redevelopment Authority, Inc.\n 600 West Main Street, Suite 400\n Louisville, Kentucky 40202\n Attn: President\n\n Copy to: Grover C. Potts, jr.\n Wyatt, Tarrant & Combs\n 2500 Citizens Plaza\n Louisville, KY 40202\n\n UDLP: United Defense L.P.\n 163 Rochester Drive\n Louisville, Kentucky 40214\n Attn: Michael L. Seale\n\n Copy to: W.W. Warren\n United Defense LP\n 4800 East River Road\n Minneapolis, Minnesota 55421\n\n Copy to: Mr. Richard M. Sullivan\n Conliffe, Sandmann & Sullivan\n 621 West Main Street\n Louisville, Kentucky 40202\n\nAll notices, requests and other communications shall be deemed received on the\ndate of actual receipt thereof. Either party may change the address or the\ndesignation to which notices are sent under this Section by providing the other\nparty written notice thereof as provided for herein.\n\n\n\n D. SEVERABILITY. If any provision of this Sublease or the\napplication thereof to any person or circumstance shall be invalid or\nunenforceable to any extent, the remainder of this Agreement and the application\nof such provisions to the other persons or circumstances shall not be affected\nthereby and shall be enforced to the greatest extent permitted by law in order\nto preserve the essential purpose of the Agreement.\n\n E. FURTHER ASSURANCES. Each party hereto agrees to do all acts and\nthings and to make, execute and deliver such written instruments as shall be\nreasonably necessary to carry out the terms and provisions of this Agreement;\nprovided, however, that the party to whom a request is made to make, execute or\ndeliver such documents or to perform such additional acts shall not be liable\nfor any additional costs as a result thereof.\n\n F. OTHER PARTIES. Nothing in this Sublease shall be construed as\ngiving any person, firm, corporation or other entity, other than the parties\nhereto, their successors and assigns, any rights, remedy or claim under or in\nrespect to this Agreement or any provision thereof.\n\n G. TIME IS OF THE ESSENCE. Time is of the essence with respect to\nthe performance by the parties of their obligations under this Sublease.\n\n H. COUNTERPART COPIES. This Sublease may be executed in several\ncounterparts each and every one of which shall be deemed to be an original.\n\n I. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or\notherwise transfer its rights under this Sublease without the prior written\nconsent of the LRA; provided, however, no such consent shall be required for any\ntransfer (i) to another controlled affiliate of FMC Corporation or (ii) to any\nentity which is acquiring substantially all of the assets of UDLP; provided,\nfurther, with respect to such assignee no such assignment shall affect the\nrights or obligations of the LRA or any assignee hereunder; and, provided,\nfurther, such assignment shall contain no conditions which in any way relieve\nthe assignee from assuming and being bound to complete the balance of the\nSublease as it exists on the date of assignment as if such assignee had been an\noriginal signatory hereto. Any such assignment shall be subject to Paragraph\n5.1 of the Lease.\n\n J. AMENDMENTS. This Sublease may be amended by the parties at any\ntime.\n\n K. CONFLICTING PROVISIONS. In the event of any conflict between a\nprovision in this Sublease and a provision in the Agreement, the provision in\nthis Sublease shall take precedence.\n\n L. COMPLETE AGREEMENT. This Sublease contains the entire\nunderstanding between the parties with respect to matters set forth herein, and\nno prior stipulation, agreement or understanding, verbal or otherwise, between\nthe parties, or their agents, shall be valid or enforceable unless embodied in\nthe provisions of this Sublease.\n\n\n\n\n M. WAIVER. No waiver of any provision of this sublease shall be\nvalid and binding unless in writing and executed in the same manner as the\nexecution of this Sublease.\n\n\n\n\n\n IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of\nthe 19th day of August, 1996 but actually on the date below each signature.\n\n LOUISVILLE\/JEFFERSON COUNTY\n REDEVELOPMENT AUTHORITY, INC.,\n a Kentucky non-profit, non-stock corporation\n and local redevelopment authority\n\n By: \/s\/ Frank Jemley, III\n ---------------------------------------------\n Frank Jemley, III, President\n Date: 19 August, 1996\n\n UNITED DEFENSE L.P., a Delaware\n limited partnership\n\n By: \/s\/ Frederick M. Strader\n ---------------------------------------------\n Title: Vice President and General Manager\n\n Date: 19 August, 1996\n\n The undersigned, a duly authorized officer of FMC\n Corporation, a Delaware Corporation, General\n Partner in United Defense L.P. hereby attests and\n certifies that Frederick M. Strader, Vice\n President and General Manager of United Defense\n L.P. has been delegated the requisite authority by\n and on behalf of FMC Corporation to bind United\n Defense L.P. to this Sublease in all respects.\n\n FMC CORPORATION, a Delaware\n corporation, General Partner\n\n By: \/s\/ William W. Warren\n ---------------------------------------------\n\n Title: Assistant Secretary\n\n Date: 19 August, 1996\n\n\n\n PRIMARY PREMISES\n\n EXHIBIT C\n\n--------------------------------------------------------------------------------\nBuilding No. Square Footage\n------------ --------------\nA 141,139\nB 123,284\nC 124,998\nD 104,990\nE South utility area 5,100\n0 2,927\n23 518\n31 1,608\n41 518\n48 15,817\n51 4,148\n52 4,148\n55 ______\n56 ______\n62 27\n65 4,288\n66 4,288\n74 6,153\n81 566\n85 843\n87A 3,850\n90 5,095\n92 4,786\n93 4,480\n100 259\n101 292\n103 ______\n111 675\n113 4,480\n120 1,500\n125 374\n126 374\n127 374\n128 70\n135 500\nOxygen Tank ______\nTanks 60, 61, 95, 98 and 138\nAmmonia Tank (West of G)\n\n\n\n--------------------------------------------------------------------------------\nNitrogen Tank (West of G)\n--------------------------------------------------------------------------------\nT31\n--------------------------------------------------------------------------------\n\n\n\n\n Square Footage\n --------------\n\n\n 19 August 1996 - 31 December 1997 1,042,818 sq. ft.*\n\n 1 January 1998 - 31 December 1998 776,798 sq. ft.**\n\n 1 January 1999 - 31 December 1999 632,012 sq. ft.\n\n 1 January 2000 - 31 December 2000 632,012 sq. ft.\n\n 1 January 2001 - 18 August 2001 632,012 sq. ft.\n\n\n * Will be reduced by 107,504 square feet as to Building G sixty (60) days\n after the building is vacated, if vacated before 31 December 1997.\n\n** Will be reduced by 144,786 square feet as to Building F sixty (60) days\n after the building is vacated, if vacated before 31 December 1998.\n\n\n EXHIBIT A\n\n PRIVATIZATION CONTRACTOR AGREEMENT\n\n THIS PRIVATIZATION CONTRACTOR AGREEMENT is made and entered into as of\nthe 19th day of August, 1996, by and between LOUISVILLE\/JEFFERSON COUNTY\nREDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and\nlocal redevelopment authority (\"LRA\") , with a mailing address of Suite 400, 600\nWest Main Street, Louisville, Kentucky 40202 and UNITED DEFENSE L.P. (\"UDLP\"), a\nDelaware limited partnership comprised of the BMY Combat System Division of\nHarsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC\nCorporation, a Delaware corporation, with a mailing address of 4800 East River\nRoad, Minneapolis, Minnesota 55421.\n\n W I T N E S S E T H:\n\n WHEREAS, the Base Realignment and Closure Commission, as hereinafter\ndefined, selected the Naval Ordnance Station, Louisville, a division of the\nNaval Surface Warfare Center (\"NOSL\"), for closure and privatization in place of\nthe repair, overhaul and remanufacturing work currently being performed by the\nUnited States Navy (the \"Navy\") at NOSL; and\n\n WHEREAS, the LRA was formed by the City of Louisville and Jefferson\nCounty, acting by and through their respective executive and legislative\nbranches, to establish a method and means for the privatization in place of\nNOSL; and\n\n WHEREAS, UDLP has made a proposal to the LRA with respect to the\nprivatization of a portion of the repair, overhaul and remanufacturing work\ncurrently being performed at NOSL, and the LRA has selected UDLP as a\nprivatization contractor for NOSL in accordance with the terms and conditions\nset forth herein.\n\n NOW, THEREFORE, for an in consideration of the premises and for other\ngood and valuable consideration, the receipt and sufficiency of which is hereby\nacknowledged, the parties, intending to be legally bound, hereby agree as\nfollows:\n\n 1. DEFINITIONS. For purposes of this Agreement, as hereinafter\ndefined, the following words and.\/or terms shall have the meanings set forth\nbelow and such meaning shall take precedence:\n\n A. \"AAV\" shall mean the Amphibious Assault Vehicle designed and\nbuilt by UDLP for the United States Marine Corps.\n\n B. \"Act: shall mean the Defense Base Closure and Realignment Act of\n1990, Pub. L. No. 101-510, 104 State, 1808, 10 U.S.C. 2687, as amended, from\ntime to time.\n\n\n\n C. \"Agreement\" shall mean this Privatization Contractor Agreement,\nas amended, from time to time.\n\n D. \"Best Efforts: shall mean UDLP's commitment of business\nresources, including monetary and personnel resources, sufficient to accord a\nhigh probability of success to the matter in respect of which such commitment is\nmade, provided, however, that such commitment shall not impair or limit in any\nway UDLP's ability to negotiate contracts with its customers and suppliers\ncontaining prices and other terms acceptable to UDLP. It is expressly\nunderstood by the parties that this Agreement does not impose a fiduciary\nstandard on either party and, notwithstanding the use of the term \"best\nefforts\", no fiduciary relationship exists between the parties to this\nAgreement. The only standard governing the conduct of the parties under this\nAgreement is one of good faith and fair dealing. Additionally, the parties\nagree the term \"best efforts\" shall not mean or be defined as in the case of IN\nRE BETTY ELIZABETH HEARD, 6 Bankr. 876, 6 Bankr. Ct. Dec. (CRR) 1272 (1980).\n\n E. \"BRAC\" shall mean the Base Realignment and Closure Commission as\nestablished under the Act.\n\n F. \"CIWS\" shall mean the Gun Center of Excellence to be established\nby the LRA at NOSL.\n\n G. \"Center\" shall mean the Gun Center of Excellence to be\nestablished by the LRA at NOSL.\n\n H. \"Core Jobs\" shall mean the jobs at NOSL for which employees will\nbe hired within four (4) months of the Hot Turnover Date, as set out in Section\n9 hereof. Core Jobs does not include jobs for which employees will be hired on\nor after the Hot Turnover Date to perform the Additional Work.\n\n I. \"FOTS\" shall mean the Follow-On Technical Support repair and\noverhaul of guns and other equipment for use on ships which have been or will be\ntransferred by the Navy to foreign government navies.\n\n J. \"HMSC\" shall mean Hughes Missile Systems Company, a Delaware\ncorporation.\n\n K. \"Hot Turnover Date\" shall mean the date upon which the\nprivatization in place at NOSL begins, and NOSL is turned over operationally by\nthe Navy to the LRA which date is scheduled to be 19 August 1996 or such later\ndate as determined by the Navy.\n\n L. \"NSFS\" shall mean the Naval Surface Fire Support program\ninvolving the mark 45 gun upgrade.\n\n M. \"Non-CIWS Work\" shall mean all of the repair, overhaul and\nremanufacturing work to be performed for the Navy by UDLP at NOSL which work\ndoes not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL..\nThe Non-CIWS\n\n\n\nwork performed at NOSL is set forth on EXHIBIT A which is attached hereto and\nincorporated herein by reference.\n\n N. \"OEM\" shall mean the Original Equipment Manufacturer for the\nNavy.\n\n O. \"Union\" shall mean Local Lodge 830 of the International\nAssociation of Machinists and Aerospace Workers, AFL-CIO.\n P. \"Preferential Hiring Treatment\" shall mean giving the right of\nfirst refusal to fill job openings to former NOSL employees who are qualified\nfor such jobs and who were laid off as a result of the Navy Closing of NOSL.\n\n Q. \"RAM\" shall mean the Rolling Airframe Missile system repair,\noverhaul and remanufacturing work to be performed at NOSL. The OEM for RAM is\nHMSC.\n\n R. \"Sublease\" shall mean the sublease by and between the LRA and\nUDLP to be entered into contemporaneously with this Agreement.\n\n S. \"TAS\" shall mean the mark 23 Target Acquisition System repair,\noverhaul and remanufacturing work currently being performed at NOSL. The OEM\nfor TAS is represented by HMSC.\n\n 2. HISTORICAL INFORMATION. NOSL was opened by the Navy in 1941 to\nprovide depot-level maintenance, overhaul, repair and remanufacturing of small\nto large caliber naval guns and gun weapon systems. NOSL is the only remaining\nfull-service gun and gun weapons system facility in the United States. NOSL\nencompasses 92 buildings on 142 acres, more or less, which include a total of\napproximately 1,630,000 square feet of production, administrative, supply and\nmiscellaneous support space. In response to the BRAC recommendation that NOSL\nbe placed on the 1995 base closure list, the LRA was established to privatize in\nplace the workload at NOSL. In support of the privatization in place of NOSL,\nUDLP and the City of Louisville and Jefferson County entered into a Cooperative\nAgreement, dated 3 June 1995 (the \"Cooperative Agreement\"), in that regard.\n\n\n 3. SELECTION OF UDLP. On 7 March 1996 the LRA designated UDLP to be the\nprivatization contractor at NOSL to privatize in place the Non-CIWS Work at NOSL\nsubject to negotiation of a mutually acceptable agreement between the LRA and\nUDLP. On March 12, 1996 the LRA notified the Navy of the selection of UDLP as a\nprivatization contractor at NOSL by facsimile transmission, a copy of which is\nattached hereto as EXHIBIT D and incorporated herein by reference.\n\n 4. UDLP COMMITMENT TO CENTER. UDLP commits to establishment of the\nCenter as a world-class gun facility and will use its best efforts to cause the\nCenter to be successful.. UDLP's \"best efforts\" shall be governed by the\ndefinition as set forth in Section 1.D. above and will include publicizing the\nestablishment of the Center in trade publications, and directing the work\nplanned for the Center described in EXHIBIT C, which is attached hereto and\nincorporated herein by reference, to NOSL. UDLP commits to use its best efforts\nto seek a\n\n\n\nbusiness relationship with United Parcel Service (\"UPS\") for the purpose of\nestablishing a regional, national, and international defense equipment logistics\nand maintenance hub at NOSL and, consistent with Section 1.D. above, to commit\nsufficient business resources to the relationship to give it a high probability\nof success.\n\n 5. TRANSITION COSTS. UDLP agrees that, as between the LRA and UDLP, and\nwithout limiting UDLP's ability to recover such costs from the navy and\/or other\nagency of the U.S. Government, UDLP will be responsible for all transition costs\nassociated with the performance of the transition improvements as required to be\nperformed pursuant to Section 13 of the Sublease.\n\n 6. EQUITABLE TREATMENT OF RETIREMENT ISSUES. UDLP agrees to use its best\nefforts and will cooperate with the LRA in its attempt to find a reasonable\nlegislative or nonlegislative solution to the retirement benefits issues with\nrespect to current NOSL employees: provided, however, and subject to any\ncollective bargaining agreement between UDLP and the Union, it is understood\nthat UDLP shall have no obligation to pay such retirement benefits paid to\nsimilarly situated employees at other UDLP operations; and provided, further, it\nis understood that years of government service will not be used for purposes of\ncalculating the amount of such benefits.\n\n 7. RECOGNITION OF UNION. UDLP reasonably expect to fill a majority of\nits Production and Maintenance openings with employees from the bargaining unit\ncurrently represented by the Union. Therefore, UDLP will recognize the Union as\nthe exclusive bargaining agent for the classifications described below when UDLP\nbecomes the Employer of record. UDLP will recognize the bargaining unit as all\nProduction and Maintenance employees excluding Programming, Tool Design, Quality\nAssurance, Environmental, guards, supervisors as defined by the National Labor\nRelations Act, office and clerical personnel, confidential, professional\nemployees and all salaried personnel. UDLP agrees to negotiate in good faith\nwith the Union to reach an agreement concerning the terms and conditions of\nemployment for members of the bargaining unit of UDLP at NOSL.\n\n 8. WAGES AND BENEFITS. UDLP agrees that the wages to be paid to\nemployees within the UDLP bargaining unit at NOSL will not be less than the\ncurrent wages paid to such employees as of the Hot Turnover Date. UDLP agrees\nto provide benefits to employees within the UDLP bargaining unit which are\nsubstantially equivalent to the benefits provided by UDLP to its other hourly\nemployees. UDLP agrees to grant vesting credit to all current employees of NOSL\nhired by UDLP for purposes of vesting under pension and\/or retirement benefit\nplans provided to bargaining unit employees of UDLP at NOSL. (Vesting means\neligibility for the benefit only; years of government service will not be used\nfor purposes of calculating the amount of the pension benefit.)\n\n 9. COMPLEMENT OF EMPLOYEES. As of the Hot Turnover Date, UDLP agrees\nthat it will give current employees of NOSL Preferential Hiring Treatment, and\nthat it will hire a minimum of 397 employees from the current NOSL work force to\nperform core gun work and other work at NOSL as of the Hot Turnover Date. As of\nthe Hot Turnover Date, UDLP will\n\n\n\nhire (a) an additional 25 employees from the current work force at NOSL to\nperform the plating operations at NOSL; (b) an additional 50 employees from the\ncurrent work force at NOSL to perform supply services; and (c) an additional 90\nemployees from the current work force at NOSL to perform engineering services\nrelating to the current gun work and other work to be privatized by UDLP at\nNOSL. In the aggregate, and as listed as Core Jobs on EXHIBIT B, which is\nattached hereto and incorporated herein by reference, UDLP will hire a minimum\nof 562 employees from the current NOSL work force as of the Hot Turnover Date to\nperform the work described in this Section 9 subject to the future agreement\nbetween the LRA, UDLP and the Navy as to the privatization of jobs referenced in\nSection 9(b) and (c) hereof.\n\n 10. COMMITMENT FOR ADDITIONAL WORK AT NOSL. As set forth on EXHIBIT B AND\nC, UDLP agrees to perform the following categories of work at NOSL: (a) NSFS\nengineering work on the MK 45 upgrade backfit; (b) new MK 45 machining work; (c)\nMK 45 upgrade backfit work; (d) FOTS repair and overhaul of guns and other\nequipment for use on ships which have been or will be transferred by the Navy to\nforeign government navies; (e) AAV suspension upgrade work to be performed for\nthe United States Marine Corps; (f) new MK 96 patrol craft gun work; and (g) the\nproposed UDLP\/UPS defense equipment logistics and maintenance hub at NOSL as\ndescribed in Section 4 hereof. Items (a) through (g) as set forth on Exhibits B\nand C are collectively referred to as \"Additional Work.\" The estimated number\nof employees to be hired by UDLP to perform the Additional Work commitment at\nNOSL is set forth on EXHIBIT B. UDLP agrees that it will give Preferential\nHiring Treatment for the performance of Additional Work to former NOSL employees\nwho are laid off as a result of the Navy closing at NOSL. The individual\nnumbers of employees set forth on EXHIBIT B with respect to such Additional Work\nconstitutes UDLP's reasonable good faith projections as of 28 May 1996.\n\n 11. NO TRANSFER OF CORE JOBS FROM NOSL. UDLP agrees that all of the Core\nJobs referenced in Section 9 above shall remain at NOSL and will not be moved or\ntransferred to any other location by UDLP. UDLP shall use its best efforts and\nwill encourage the Navy program manager(s) for the Non-CIWS Work to keep all\nsuch Core Jobs at NOSL.\n\n 12. NO COMPETITION BY MINNEAPOLIS. UDLP currently operates a facility in\nMinneapolis which has the capacity for competing directly with NOSL. UDLP\nagrees unconditionally that it will not compete for NON-CIWS Work or the\nAdditional Work, as described in Sections 9 and 10 above, at Minneapolis. This\nprovision is not intended to conflict with any prior written agreements which\nUDLP has with any labor organizations or any other written agreements which UDLP\ncurrently has.\n\n 13. PLATING FUNCTION. UDLP agrees to operate the plating operation\ncurrently operate at NOSL until such time as a commercial plating company,\nacceptable to UDLP and the LRA, is selected by the LRA to become the permanent\noperator of the plating facility. It is UDLP's intention to market the plating\nfacility aggressively and to establish a rapid turn around plating operation.\nUDLP believes that the rapid turn around plating operation can be established in\nconjunction with UPS whose cargo operations are located near NOSL.\n\n\n\n 14. INTERNATIONAL FLEET SUPPORT OFFICE. UDLP will establish an\nInternational Fleet Support office at NOSL which will coordinate fleet needs for\nUDLP privatized product lines at NOSL and will transfer a minimum of five (5)\nUDLP employees to NOSL to staff this office.\n\n 15. SUBLEASE. In the case of any conflicting provisions between this\nAgreement and the Sublease, the provisions in the Sublease shall be controlling\nand shall take priority over the provisions of this Agreement.\n\n 16. COOPERATION. The LRA and UDLP, respectively, agree to cooperate with\neach other with respect to matters covered by this Agreement. Each party will\nprovide reasonable assistance to the other party with respect to matters\ninvolving the Navy. With respect to mutual issues concerning the Navy, the\nparties will cooperate and present to the Navy a \"united front.\"\n\n 17. DEFAULT. If either party shall be in default in the observance or\nperformance of any covenant or agreement hereunder, including, but not limited\nto the default in the covenant to pay rent under the Sublease, the non-\ndefaulting party shall give to the defaulting party notice in writing of such\ndefault. Except as to the payment of rent under the Sublease, the defaulting\nparty shall have thirty (30) days after such notice is received to remedy the\ndefault or, if such default may not be remedied within said time period, the\ndefaulting party shall have begun, in good faith, to undertake to remedy such\ndefault in as short a period of time as possible. An default regarding Section\n9 or 10 of this Agreement (taking into account the related provisions hereof,\nincluding but not limited to Sections 1.D., 19, and 24) shall (i) be callable\nnot more than once within any year (measured in terms of anniversaries from the\nHot Turnover Date), and (ii) not be deemed to occur unless the Total United\nDefense Jobs, as projected by UDLP as EXHIBIT B, falls more than ten percent\n(10%) below the level specified on EXHIBIT B. In the event that the defaulting\nparty fails to remedy such default, the non-defaulting party shall have the\nright to terminate this Agreement and the Sublease, subject to any applicable\nfurther requirements regarding Sublease termination as set forth in Section 8 of\nEXHIBIT D, but such termination shall not deprive the non-defaulting party of\nany other action or remedy provided by law for the recovery of damages\noccasioned by such default.\n\n 18. FORCE MAJEURE. Neither party shall be liable for failure or delay inn\nperformance under this Agreement or the Sublease which is due to any cause or\noccurrence beyond the reasonable control of the party who has failed or delayed\nin its performance. Without limiting the generality of the foregoing, such\ncause or occurrence shall include strike, lockout work stoppage, war or other\nviolence, inability to obtain materials and supplies, fire, flood, natural\ncauses, any laws, proclamation, regulation or action of the U.S. Government\n(acting in its contractual or sovereign capacity), interruption of or delay in\ntransportation, and act of God. In the event of the happening of any such\ncontingency, the party affected shall give immediate notice thereof to the other\nparty but not later than two (2) business days after the management of the party\naffected shall first become aware of such contingency and shall be relieved from\nits performance under this Agreement and the Sublease until such contingency has\nbeen eliminated\n\n\n\nto the extent that the party affected has the ability to resume performance\nunder this Agreement and the Sublease.\n\n 19. ARBITRATION. All claims, disputes and other matters in question\narising out of, or relating to, this Agreement or the Sublease or the breach\nthereof, that have not been resolved amicably by the parties, including, without\nlimitation, those matters set forth in Section 18 hereof, shall be decided by\narbitration in accordance with KRS Chapter 417 and the Rules of the American\nArbitration Association as existing, from time to time, unless the parties agree\notherwise. Each of the parties may nominate one arbitrator, and the two\narbitrators nominated by the parties shall select a third arbitrator from a list\nsubmitted by the American Arbitration Association. The decision of the panel of\narbitrators shall be final and binding, and judgment may be entered upon it in\naccordance with applicable law in any court having jurisdiction thereof. The\naward shall be in writing and signed by the arbitrators joining in the award.\nThe arbitrators shall deliver a copy of the award to each party by certified\nmail, return receipt requested. The panel of arbitrators shall deliver its\naward within thirty (30) days of the submission to it; provided, however, this\ntime period may be shortened or extended by the mutual agreement of the parties.\nPrior to filing a demand for arbitration, the complaining party shall file a\nwritten notice to the other party setting forth the claims, disputes or other\nmatters in question, and the parties shall meet within seven (7) days thereafter\nto attempt to resolve their differences, and the party to whom such notice was\ndelivered shall render its decision, in writing, concerning the claim, dispute\nor other matters in question within seven (7) days following such meeting.\nNotice of the demand for arbitration shall be filed in writing with the other\nparty to the Agreement and with the American Arbitration Association within\nseven (7) days following receipt of the written answer as set forth in the\npreceding sentence.\n\n 20. AUTHORITY. Each party represents and warrants to the other party that\nit has the authority to enter into this Agreement without the prior written\nconsent or approval of any other person or entity, that the person executing\nthis Agreement for such party has been duly authorized to execute the same and\nthat this Agreement shall be binding upon such party in accordance with its\nrespective terms.\n\n 21. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or otherwise\ntransfer its rights under this Agreement without the prior written consent of\nthe LRA; provided, however, no such consent shall be required for any transfer\n(i) to another controlled affiliate of FMC Corporation or (ii) to any entity\nwhich is acquiring substantially all of the assets of UDLP; provided, further,\nwith respect to such assignee no such assignment shall affect the rights or\nobligations of the LRA or any assignee hereunder; and, provided, further, such\nassignment shall contain no conditions which in any way relieve the assignee\nfrom assuming and being bound to complete the balance of the Agreement as it\nexists on the date of assignment as if such assignee had been an original\nsignatory hereto.\n\n 22. ENTIRE AGREEMENT. This Agreement supersedes all prior and\ncontemporaneous agreements and understanding, written or oral, between the\nparties hereto with respect thereto. No claim of waiver, modification, consent\nor acquiescence with respect to any of\n\n\n\nthe provisions of this Agreement shall be made against either party, except on\nthe basis of a written instrument executed by and on behalf of such parties.\n\n 23. UDLP CONTINGENCIES. The commitments and conditions herein as well s\nthose in the Sublease are subject to (i) the existence and application of\ncontracts covering the business committed to hereunder, (ii) the terms and\nconditions of such contracts and (iii) any actions that may be taken by the U.S.\nGovernment or any other customers that have a significant adverse impact on\nUDLP's business; provided, however, UDLP shall use its best efforts to encourage\nits customers to direct and\/or retain Non-CIWS work and the Additional Work\nspecified herein at NOSL.\n\n 24. ENVIRONMENTAL RELEASE PRIOR TO HOT TURNOVER DATE. UDLP and the LRA\nmutually release each other in perpetuity from any and all environmental\nresponse action liability, remediation costs and damage to the environment or\nnatural resources resulting from or predicated upon hazardous substances,\npollutants, contaminants, toxic substances (including but not limited to\nasbestos), petroleum or petroleum derivatives, as those terms are defined under\nany law or regulation of the United States, Commonwealth of Kentucky, City of\nLouisville or Jefferson County, (collectively referred to as \"Environmental\nConditions\") existing at or otherwise placed in or upon or disposed of at or\nnear NOSL prior to the Hot Turnover Date.\n\n 25. GENERAL RELEASE PRIOR TO HOT TURNOVER DATE. UDLP and the LRA mutually\nrelease each other in perpetuity from all liability for injury, death, disease,\npropety damage or loss, and any labor or employment-related claims or damages\ncaused by the acts of omissions of the Navy, its employees, servicemen or women,\nsubcontractors or suppliers, or business guests (other than UDLP or the LRA, or\ntheir repective representatives, employees, or suppliers) at NOSL prior to the\nHot Turnover Date.\n\n 26. GOVERNING LAW. This Agreement is to be governed by and construed in\naccordance with the laws of the Commonwealth of Kentucky.\n\n 27. PARAGRAPH HEADINGS. The headings of the several paragraphs of this\nAgreement are inserted solely for the convenience of reference and are not a\npart of and are not intended to govern, limit or aid in the construction of any\nterm or provision hereof.\n\n 28. NOTICES. All notices, requests and other communications hereunder\nshall be in writing and shall be deemed to have been given if personally\ndelivered, sent by facsimile transmission or sent by certified mail, return\nreceipt requested and postage prepaid, addressed to:\n\n LRA: Louisville\/Jefferson County Redevelopment Authority, Inc.\n 600 West Main Street, Suite 400\n Louisville, Kentucky 40202\n Attn: President\n\n Copy to: Grover C. Potts, Jr.\n\n\n\n Wyatt, Tarrant & Combs\n 2500 Citizens Plaza\n Louisville, KY 40202\n\n UDLP: United Defense L.P.\n 163 Rochester Drive\n Louisville, Kentucky 40214\n Attn: Michael L. Seale\n\n Copy to: W.W. Warren\n United Defense LP\n 4800 East River Road\n Minneapolis, Minnesota 55421\n\n Copy to: Mr. Richard M. Sullivan\n Conliffe, Sandmann & Sullivan\n 621 West Main Street\n Louisville, Kentucky 40202\n\nAll notices, requests and other communications shall be deemed received on the\ndate of actual receipt thereof. Either party may change the address or the\ndesignation to which notices are sent under this Section by providing the other\nparty written notice thereof as provided for herein.\n\n 29. SEVERABILITY. If any provision of this Agreement or the application\nthereof to any person or circumstance shall be invalid or unenforceable to any\nextent, the remainder of this Agreement and the application of such provisions\nto the other persons or circumstances shall not be affected thereby and shall be\nenforced to the greatest extent permitted by law in order to preserve the\nessential purpose of the Agreement.\n\n 30. FURTHER ASSURANCES. Each party hereto agrees to do all acts and\nthings and to make, execute and deliver such written instruments as shall be\nreasonably necessary to carry out the terms and provisions of this Agreement;\nprovided, however, that the party to whom a request is made to make, execute or\ndeliver such documents or to perform such additional acts shall not be liable\nfor any additional costs as a result thereof.\n\n 31. OTHER PARTIES. Nothing in this Agreement shall be construed as giving\nany person, firm, corporation or other entity, other than the parties hereto,\ntheir successors and assigns, any rights, remedy or claim under or in respect to\nthis Agreement or any provision thereof.\n\n 32. TIME IS OF THE ESSENCE. Time is of the essence with respect to the\nperformance by UDLP of its obligations under Section 9 of this Agreement.\n\n 33. COUNTERPART COPIES. This Agreement may be executed in several\ncounterparts each and every one of which shall be deemed to be an original.\n\n\n\n 34. LIMITATION ON DAMAGES. In no event shall either party be liable to\nthe other party for any indirect, special, consequential incidental, multiple,\nexemplary or punitive damages with respect to any dispute or claim which may\narise between the parties in connection with this Agreement or its performance\nby either party; provided, however, this Section shall not be construed to\nlimit equitable or injunctive relief against either party.\n\n 35. WAIVER OF CLAIMS. The LRA and UDLP hereby waive and agree not to\nassert against each other any monetary claims, or other claims, action and\/or\ncauses of action (collectively \"Claims\"), of any kind or nature, either known or\nunknown, which either may have now or in the future may have against the other,\narising prior to the date of this Agreement, including as to the LRA, its\nemployees, its Board of Directors, the City of Louisville or Jefferson County,\nand as to UDLP, its officers, employees and Board of Directors including its\npartner corporations, including, without limitation, any Claims which either now\nhas with respect to the Cooperative Agreement, and the LRA and UDLP agree that\nfrom this date forward the Cooperative Agreement shall be deemed to have been\nfully satisfied and shall hereinafter be null, void and of no further legal\neffect. In interpreting the preceding sentence, the parties specifically agree\nthat no Claim is waived or released in respect of any act or omission occurring\non or after the date of this Agreement, it being the parties' governing\nintention that no Claim or other legal recourse of any nature is waived or\nreleased in respect of this Agreement or the parties' obligations arising\nthereunder or with respect thereto.\n\n 36. TERM AND TERMINATION. As set forth in Section 3 hereof, UDLP has been\nselected as the privatization in place contractor for the Non-CIWS Work at NOSL\nsuch Non-CIWS Work to be performed by UDLP under contract(s) with the Navy.\nThis Agreement and the Sublease shall be for one year beginning 19 August 1996\nand ending 18 August 1997. This Agreement shall be renewed annually thereafter\nby UDLP if the Sublease is renewed with the initial plus renewal terms of this\nAgreement, in the aggregate, being coterminous with the length of the\ncontract(s) with the Navy for the Non-CIWS Work, all Additional Work (to the\nextent UDLP is successful in using its best efforts to obtain the same) and all\nother work obtained by UDLP under contract with the Navy, together with the\norderly cessation of UDLP's operations at the Center. Notwithstanding anything\nto the contrary in this Section, it is the intention of the parties that the\nequipment and space requirements provided by the LRA to UDLP under the Sublease\nshall be as required by UDLP in order to perform all of its contracts with the\nNavy for the Non-CIWS Work, the Additional Work and other work obtained by UDLP\nfrom the Navy. The parties recognized that the various contracts between UDLP\nand the Navy may be varied as to length. In the event that a specific\ncontract(s) with the Navy is proposed by UDLP to be performed at NOSL which\nrequires additional equipment and\/or space, the LRA and UDLP agree to use their\nrespective best efforts to accommodate the performance of such contract(s) at\nNOSL. In the event that the Navy decides to terminate contract(s) with UDLP for\nspecific work at NOSL, the LRA and UDLP will use their respective best efforts\nto effectuate such termination with as little disruption to the remaining work\nat NOSL as possible. In the event of any such termination by the Navy, UDLP\nagrees to cooperate with the LRA, consistent with the terms of the Sublease,\nwith the transition to other privatization contractors.\n\n\n\n 37. CONDITION PRECEDENT. It is understood by the parties that a condition\nprecedent to the performance by either party of this Agreement on or after the\nHot Turnover Date is the receipt by each respective party of assurances,\nsatisfactory to each respective party, from the Navy that environmental\nremediation will be performed at NOSL and that risk protection will be provided\nby the Navy to the LRA, which risk protection will be provided to UDLP through\nthe Sublease, at such levels as will protect the LRA and UDLP, to their\nrespective satisfaction, with respect to third party (toxic tort) liability and\nresponse action liability arising from related to or predicated upon any\nEnvironmental Conditions existing at NOSL prior to the Hot Turnover Date.\n\n 38. NO ABROGATION OF AGREEMENT. Neither party shall abrogate any term or\ncondition of this Agreement.\n\n\n IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the 19 day of August, 1996 but actually on the date below each signature.\n\n\n LOUISVILLE\/JEFFERSON COUNTY REDEVELOPMENT\n AUTHORITY, INC., a Kentucky non-profit,\n non-stock corporation and local redevelopment\n authority\n\n\n By: \/s\/ Frank Jemley, III\n ---------------------------------------------\n Frank Jemley, III, President\n\n Date: 19 August, 1996\n\n\n UNITED DEFENSE L.P., a Delaware limited\n partnership\n\n\n By: \/s\/ Frederick M. Strader\n ---------------------------------------------\n\n Title: Vice President and General Manager\n\n Date: 19 August, 1996\n\n The undersigned, a duly authorized officer of\n FMC Corporation, a Delaware Corporation,\n General Partner in United Defense L.P. hereby\n attests and certifies that Frederick M.\n Strader, Vice President and\n\n\n\n\n General Manager of United Defense L.P. has\n been delegated the requisite authority by and\n on behalf of FMC Corporation to bind United\n Defense L.P. to this Sublease in all\n respects.\n\n\n FMC CORPORATION, a Delaware corporation,\n General Partner\n\n\n By: \/s\/ William W. Warren\n ---------------------------------------------\n\n Title: Assistant Secretary\n\n Date: 19 August, 1996\n\n\n\n EXHIBIT A\n\n Non-CIWS Work performed at NOSL\n\n\nMark 45 5\"\/54 Gun Mount\n -2J Cog, Mod 1, Mod 1 Ordalt Inst, Mod 1 Pier Side, Ordalt\n Mfg., Ordalt Prototypes\nMark 75 76mm Gun System\n -2J Cog, Overhauls, Pier Side Support\nGun Barrels\n -for MK 45, Mk 42, Mk 75\nMark 19 Machine Gun\nMark 11 Salute Mount\nMark 68 20mm Mount\nMark 16 20mm Mount\nMark 2 81mm Mortar\nMark 4 60mm Mortar\nMark 15 CIWS (subcontract work to CIWS operator)\nMark 24 Target Designator Transmitter\nMark 79 Control Panel\nMark 10 Dummy Director\nNAVICP 7H Cog Work\nMark 92 Fire Control System CASS\/STIR Antenna\nMark 160 Gun Computing System\nMark 46 Optical Site\nMark 32 Surface Vessel Torpedo Tubes\n*Mark 23 Target Acquisition System\nNATO SeaSparrow Missile Launching System\nMark 36 Decoy Launching System\nMark 17 Turbine Pump Ejection System\nMark 19 Turbine Pump Ejection System\nMark 5 Terrier Launcher System\nBall Valves\n\n*SUBJECT TO AGREEMENT BETWEEN LRA, UDLP ND HMSC\n\n\n\n<\/pre>\n
\n\n EXHIBIT B
\n ———<\/p>\n TOTAL UNITED DEFENSE JOBS AT LOUISVILLE<\/p>\n
1996 1997 1998 1999 2000 2001 2002 2003
\n
\nPrivatized Guns Rep\/Overhaul 240 240 190 215 185 195 195 195
\nPrivatized Other Rep\/Overhaul 157 157 127 142 122 132 132 132
\nPrivatized Plating 25 25 25 25 25 25 25 25
\nPrivatized Engineering* 90 90 90 90 90 90 90 90
\nPrivatized Supply* 50 50 50 50 50 50 50 50
\n — — — — — — — —
\nSubtotal – Core Jobs 562 562 482 522 472 492 492 492<\/p>\nNew Intl Fleet Support Office 5 5 5 5 5 5 5 5
\nNew NSFS Mk 45 Engineering 50 50 50 50 50 50 50 50
\nNew FOTS 50 115 110 100 90 90 90 70
\nNew Mk 45 Machining Work 15 30 30 30 30 30 30
\nNew AAV Susp Upgrade 55 105 105 105 105 105 105
\nNew Patrol Craft Gun (Mk 96) 30 50 50 50 50 50
\nNew NSFS Mk45 Upgrade Bkft 240 240 240 240 240
\nJobs from UDLP\/UPS Partnrshp unk unk unk unk unk unk unk unk<\/p>\n
TOTAL UNITED DEFENSE JOBS 667 802 812 1102 1042 1062 1062 1042<\/p>\n
Other Jobs for Reference
\n-Hughes CIWS 225 225 225 225 225 225 225 225
\n-Hughes Prvtzd Engrg 60 60 60 60 60 60 60 60
\n-Navy Engineering 125 125 125 125 125 125 125 125
\n-DCMO 25 25 25 25 25 25 25 25
\n-Plating New Optr Increment 25 25 25 25 25 25
\nTotal Non-UDLP Jobe 435 435 460 460 460 460 460 460<\/p>\n
TOTAL ALL JOBS 1102 1237 1272 1562 1502 1522 1522 1492
\n Best United Defense Projections as of 19 February 1996.
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
OTHER JOBS AT CENTER ARE SHOWN FOR REFERENCE<\/p>\n
*Privatization of Engineering, General Services and Supply jobs is subject to
\nfuture agreement between the LRA, UDLP and the Navy.<\/p>\n
UNITED DEFENSE PRIVATE<\/p>\n
EXHIBIT C<\/p>\n
UDLP ADDITIONAL WORK TO BE PERFORMED AT NOSL<\/p>\n
Naval Surface Fire Support (NSFS)
\nThis program is divided into two phases.<\/p>\n
This 1st phase requires two guns to be upgraded as prototypes in 1996 for later
\ntest. Any used gun which is required for prototyping will be inducted into the
\nNOSL facility, where disassembly and refurbishment operations will be conducted.
\nAny modification, new build, or reassembly and test operations will not be
\nconducted at the Center. No work on new guns which is required for the
\nprototyping phase will be conducted at the center. The Louisville work will
\nprobably be started as organic Navy work at the Center and finished as UDLP
\ncontract work there. The net job impact of this work after the Hot Turnover
\nDate is very small since the work must be completed in 1996.<\/p>\n
The 2nd phase is planned to begin n 1999, when a Mk 45 gun backfitting program
\nwill start. Current plans indicate that six guns will be upgraded yearly.
\nWhile not now in the budget, UDLP would expect to be successful in getting funds
\nprogrammed to do 60 total upgrades by 2010. Simultaneously, UDLP would be
\nbuilding three new guns each year with the improved NSFS capability. UDLP would
\ndo all the manufacturing work for the used guns at the Center (except for actual
\nmodification kits).<\/p>\n
The Mk 45 upgrade backfit portion of the NSFS program is expected to generate
\n240 new jobs at the Center beginning in 1999.<\/p>\n
FOLLOW-ON TECHNICAL SUPPORT (FOTS)
\nThis program is a 10 year long effort which is not now funded. VSE Corporation
\ndoing business as a joint venture under the name BAV is expected to be the prime
\ncontractor to the Navy. UDLP intents to be a subcontractor to VSE to perform
\ncertain work.<\/p>\n
The intended work which UDLP will conduct at the center is the normal repair,
\noverhaul and major maintenance of Navy ordnance systems which have historically
\nbeen done at NOSL. This work applies to classes of Navy surface combatants
\nwhich will be leased or otherwise conveyed to foreign navies and for which
\nappropriate work is contracted on the FOTS program.<\/p>\n
The work UDLP will conduct at the Center will be on large items such as Mk 42
\nNaval Guns and Mk 112 ASROC Launchers. Each item for repair and overhual will
\nbe separately evaluated for repair at pierside or at the Center.<\/p>\n
The original FOTS prime contract was estimated by the US Navy to have a ceiling
\nvalue of $1 billion. UDLP estimates that 20% of the work under the contract
\nwill be related to ordnance systems which can be repaired at the Center. This
\nworks out to $20 million per year of work which could be done at the Center.
\nFor market planning purposes, UDLP reduced this to $15<\/p>\n
million yearly. Also for planning purposes, we assume 33% of the work is
\nout-sourced. This leaves jobs for about 110 new jobs at the Center beginning in
\n1997.<\/p>\n
AMPHIBIOUS ASSAULT VEHICLE (AAV) SUSPENSION UPGRADE
\nUDLP designed and built all the Marine Corps’ AAVs. About 1,300 vehicles exist.
\nThey are the current primary means by which the Marines go ashore in an
\namphibious action. A new amphibious vehicle (AAAV) is being developed by the
\nMarine Corps. The AAAV will not go to production until about 2006. One likely
\npossibility is that the Marine Corps will upgrade the AAV for use during the
\nnext 10-15 years, until the AAAV comes on-line. In this case, the Marine Corps
\nwill probably try to perform this upgrade themselves in the Albany, Georgia
\nDepot. A key part of the upgrade is a suspension improvements. UDLP will seek
\nto perform the suspension upgrade at the Center under a partnership arrangement
\nwith the Albany Depot. Thus UDLP will propose to do the AAV Suspension Upgrade
\nat the Center.<\/p>\n
It is UDLP’s understanding that the AAV Suspension Upgrade is in the
\nGovernment’s budget. UDLP believes it is programmed over 6 years beginning
\n1997, at a rate of 210 vehicles yearly. UDLP estimates that the new job impact
\nis 105 employees continuously, beginning in mid-1997.<\/p>\n
MK 96 GUN
\nThe Mk 96 gun is a stabilized small caliber gun mount used on patrol craft. It
\nwas developed by NOSL. Only 18 such mounts will have been delivered by the time
\nthe supply of Mk 38 gun carcasses is consumed. There will continue to be a need
\nfor stabilized mounts to be used on PC’s. However, options for meeting the
\nrequirement must be developed. Such options include a Mk 96 gun which is build
\nfrom scratch, a Mk 75 modified gun, or a 57 mm or 60 mm gun. The worldwide
\nmarket for such guns is believed to be about 400 units. The value of each gun
\nwould be about $0.5-1.0 million. All of the work to build this gun would be
\nperformed at the Center. We believe it would spread over about 6 or 7 years.
\nSubstantial international competition will exist. The US would need to jump
\nstart this program by funding sufficient work to design and build test units
\nwhich would compete with foreign sources.<\/p>\n
NEW MK 45 MACHINING WORK
\nThe new work being identified for placement into the Center consists of certain
\nexisting work currently being conducted by suppliers of UDLP in the Minneapolis
\narea. It is close tolerance machining work on small to medium-sized components
\nof the Mk 45 Gun Mount. It will be low volume work on a range of 1000 to 1500
\ndifferent part numbers, many of them requiring heat treat, plating and painting,
\nas well as machining.<\/p>\n
NSFS ENGINEERING WORK
\nUDLP intends to employ engineers and other technical support personnel for
\ncertain work on the new NSFS program as well as other Navy programs. The scope
\nof this work could cover aspect of product development and Life Cycle Support,
\nsuch as logistics, analysis, Realiability, Maintainability and Availability
\n(RM&A), Safety Engineering, Mechanical Engineering, Electrical Engineering,
\nEnvironmental, software engineering system engineering, test engineering and
\ntechnical services, etc. These personnel will be working on some modifications<\/p>\n
as well as some new design on certain programs which could include guns,
\nlaunchers, control systems. networks, sensors, computers and ordnance.<\/p>\n
PROPOSED UDLP\/UPS MAINTENANCE HUB
\nUnited Defense proposes to establish an arrangement with United Parcel Services
\n(“UPS”) in which UPS provides transportaion services and UDLP provides repair
\nservices for a broad range of military equipment which would be shipped into
\nLouisville from around the world. We envision that this would be a rapid
\nturn-around service which would enable the Navy to reduce the inventory levels
\nof certain equipment now stocked at various intermediate stocking and control
\npoints throughout the world. UDLP has signed a non-disclosure agreement with
\nUPS so that the parties can exchange information and explore opportunity. The
\nnext step is the creation and signing of a memorandum of understanding. Target
\nproducts will be chosen for exploring the potential benefits to the Navy. UDLP
\nproposes to consolidate its operations for this venture in L Building.<\/p>\n
FIRST AMENDMENT TO SUBLEASE
\n OF REAL AND PERSONAL PROPERTY<\/p>\n
THIS FIRST AMENDMENT TO SUBLEASE OF REAL AND PERSONAL PROPERTY (“First
\nAmendment”) is made and effective as of the 16th day of October, 1997, except as
\nherein otherwise provided, by and between the LOUISVILLE\/JEFFERSON COUNTY
\nREDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
\nlocal redevelopment authority (“LRA”), with a mailing address of 163 Rochester
\nDrive Louisville, KY 40214-2683 and UNITED DEFENSE L.P. (“UDLP”), a Delaware
\nlimited partnership comprised of the BMY Combat Systems Division of Harsco
\nCorporation, a Delaware corporation, and the Defense Systems Group of FMC
\nCorporation, a Delaware corporation, with a mailing address of 4800 East River
\nRoad, Minneapolis, Minnesota 55421.<\/p>\n
W I T N E S S E T H:<\/p>\n
WHEREAS, the LRA and UDLP entered that certain Sublease of Real and
\nPersonal Property, dated 19 August 1996 (the “Sublease”), for the subleasing of
\ncertain real and personal property located at the Greater Louisville Technology
\nPark (“GLTP”), formerly Naval Ordnance Station, Louisville, Division of the
\nNaval Surface Warfare Center; and<\/p>\n
WHEREAS, the LRA and UDLP have reached certain understandings and
\nagreements with respect to the acquisition of certain space, buildings, and\/or
\nimprovements at GLTP and have reached other understandings and agreements with
\nrespect to the Sublease and desire to memorize said agreements and
\nunderstandings in this First Amendment.<\/p>\n
NOW, THEREFORE, for and in consideration of the premises, the Sublease
\nand other good and valuable consideration, the receipt and sufficiency of which
\nare hereby acknowledged, the LRA and UDLP hereby agree as follows:<\/p>\n
1. ADDITIONAL SQUARE FOOTAGE TO BE ADDED TO SUBLEASE. The Primary
\nPremises sublease by the LRA to UDLP, as defined in Section 1.L. of the Sublease
\nand as more particularly described on EXHIBIT C to the Sublease, are hereby
\namended by adding the following space, buildings and\/or improvements in the
\nsquare footage and as of the effective dates set forth hereinafter:<\/p>\n
——————————————————————————–
\nBuilding Square Feet Effective Date
\n——– ———– ————–
\n[1] L5 2,000 1 November, 1996
\n[2] 96 5,628 1 August 1997
\n[3] 48
\n VTC Room 612 1 August 1997
\n[4] H 13,723 16 October 1997
\n——————————————————————————–<\/p>\n
2. SQUARE FOOTAGE TO BE DELETED FROM SUBLEASE. The Primary Premises subleased
\nby the LRA to UDLP, as defined in this Section 1.L. of the Sublease and as more
\nparticularly described on EXHIBIT C to the Sublease, are hereby amended by
\ndeleting the following space, buildings and\/or improvements in the square
\nfootage and as of the effective dates set forth hereinafter:<\/p>\n
——————————————————————————–
\nBuilding Square Feet Effective Date
\n——– ———– ————–
\n[1] G 107,504 31 August 1997
\n[2] 48
\n Basement except
\n Room 19 9,809 16 October 1997
\n——————————————————————————–<\/p>\n
3. RENTAL. Base Rent and O & M costs, as defined in Section 5 of the
\nSublease, shall be increased or decreased on a per square foot basis or as to O
\n& M costs by actual costs if available under the Sublease as of the effective
\ndates set forth in Section 1 and 2, respectively, of this First Amendment.<\/p>\n
4. IMPROVEMENT TO BUILDING H. As additional rent for Building H. UDLP
\nshall perform, at its sole expense, improvements to make Building H into a
\nstate-of-the-art Engineering and Conference Facility in accordance with the
\nStatement of Work prepared by UDLP and dated 18 February 1997, more particularly
\ndescribed on EXHIBIT 1 attached hereto and incorporated herein by reference.
\nNothing herein shall deem to prejudice any right of UDLP to seek reimbursement
\nof such expenses under the Workload Contracts, any other contract, agreement or
\nlaw.<\/p>\n
5. NO FURTHER AMENDMENT. Except as specifically provided herein, the
\nAgreement has not been amended or modified, and the LRA and UDLP hereby ratify
\nand affirm that the Sublease is in full force and effect.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Sublease as
\nof the 16th day of October, 1997 but actually on the date below each signature.<\/p>\n
LOUISVILLE\/JEFFERSON COUNTY
\n REDEVELOPMENT AUTHORITY, INC., a
\n Kentucky non-profit, non-stock
\n corporation and local redevelopment
\n authority<\/p>\n
By: \/s\/ Frank Jemley, III
\n ———————————–
\n Frank Jemley, III, President<\/p>\n
Date: October 16, 1997
\n ———————————<\/p>\n
UNITED DEFENSE L.P., a Delaware limited
\n partnership<\/p>\n
By: \/s\/ Frederick M. Strader
\n ———————————–<\/p>\n
Title: Vice President and General
\n Manager<\/p>\n
Date: October 3, 1997
\n ———————————<\/p>\n
The undersigned, a duly authorized
\n officer of FMC Corporation, a Delaware
\n Corporation, General partner in United
\n Defense L.P. hereby attests and
\n certifies that Frederick M. Strader,
\n Vice President and General Manager of
\n United Defense L.P. has been delegated
\n the requisite authority by and on behalf
\n of FMC Corporation to bind United
\n Defense L.P. to this Sublease in all
\n respects.<\/p>\n
FMC CORPORATION, a Delaware corporation,
\n General Partner<\/p>\n
By: \/s\/ William W. Warren
\n ———————————–<\/p>\n
Title: Assistant Secretary<\/p>\n
Date: October 3, 1997
\n ———————————<\/p>\n
STATE OF KENTUCKY )
\n ) SS
\nCOUNTY OF JEFFERSON )<\/p>\n
I, Meredith E. Apple, a Notary Public in and for the State and County
\naforesaid, hereby certify that on the 16th day of October, 1997, there appeared
\nbefore me Frank Jemley, III, who s the President of Louisville\/Jefferson County
\nRedevelopment Authority, Inc. a Kentucky non-profit, non-stock corporation and
\nlocal redevelopment authority, and who executed the foregoing and acknowledged
\nsame on behalf of said corporation.<\/p>\n
My commission expires: February 13, 2000.<\/p>\n
\/s\/ Meredith E. Apple
\n ————————————————–
\n NOTARY PUBLIC<\/p>\n
STATE OF MINNESOTA )
\n ) SS
\nCOUNTY OF HENNIPIN )<\/p>\n
I William Warren, a Notary Public in and for the State and County
\naforesaid, hereby certify that on the 3rd day of October, 1997, there appeared
\nbefore me Frederick M. Strader, in his capacity as Vice President and General
\nManager of United Defense L.P., a Delaware limited partnership, who executed the
\nforegoing and acknowledged same on behalf of said partnership.<\/p>\n
My commission expires: January 31, 2000.<\/p>\n
\/s\/ William W. Warren
\n ————————————————–
\n NOTARY PUBLIC<\/p>\n
STATE OF MINNESOTA )
\n ) SS
\nCOUNTY OF ANOKA )<\/p>\n
I, Jill S. DuPay, a Notary Public in and for the State and County
\naforesaid, hereby certify that on the 3rd day of October 1997, there appeared
\nbefore me William W. Warren, in his capacity as Assistant Secretary of FMC
\nCorporation, a Delaware corporation, General Partner of United Defense L.P., a
\nDelaware limited partnership, who executed the foregoing and acknowledged same
\non behalf of said corporation.<\/p>\n
My commission expires: January 31, 2000.<\/p>\n
\/s\/ Jill S. Dupay
\n ————————————————–
\n NOTARY PUBLIC<\/p>\n
ENGINEERING FACILITY RENOVATION
\n STATEMENT OF WORK
\n 02\/18\/1997<\/p>\n
Purpose: To renovate H building at the old Naval Ordnance Station into a state
\nof the are Engineering and Conference facility for United Defense, L.P.<\/p>\n
Renovation of the existing structure is to be completed in two phases. Phase I
\nis for the demolition\/renovation of the north section of H – building. The work
\ninvolved in renovating the north side of the building represents a small amount
\nof the south side conference center. Phase 2 consists of construction of a
\nconference center in the south section of H – building. Due to the volume of
\nwork required in the south section, engineering will be operating in the north
\nsection while construction of the conference center is completed. Please refer
\nto attached drawings CAF2.<\/p>\n
PHASE I REQUIREMENTS
\n ——————–<\/p>\n
1. Replacement of foyer doors
\n2. Replace of foyer floor
\n3. Replacement of current cafeteria awning
\n4. Front entrance landscaping
\n5. Fill in interior windows in cafeteria managers office
\n6. Relocation for projection screen on north wall
\n7. Removal of counters
\n8. Demolition of current conference room on west wall
\n9. Removal of televisions located on columns (retained by UD)
\n10. Replacement of windows (clear glass)
\n11. Renovation of ceiling and lighting to provide a symmetrical look
\n12. Removal of all kitchen equipment including fire suppression system
\n13. Removal of water & gas piping to kitchen equipment
\n14 Renovation of HVAC system
\n15. Stub up of power, phone, and computer lines to cubicles
\n16. Fill in and door modifications to south wall
\n17 Drywalling of all exposed block walls
\n18. Repaint entire engineering facility
\n19. Carpet entire engineering facility
\n20. Installation of exterior windows in the engineering managers office
\n21. Installation of card key security system<\/p>\n
* In any event, Phase I will not exceed $244,000 in expenditures for the above
\n listed requirements.<\/p>\n
EXHIBIT I
\n ———<\/p>\n
ENGINEERING FACILITY RENOVATION
\n STATEMENT OF WORK
\n 02\/18\/1997<\/p>\n
PHASE 2 REQUIREMENTS
\n ——————–<\/p>\n
1. Removal of all kitchen equipment including fire suppression system
\n2. Removal of all gas, water, and drain line
\n3. Demolition of all interior walls (except mechanical room)
\n4. Construction of new restrooms
\n5. Construction of vending area
\n6. Construction of secure visitors walkway and entrance from east lot
\n7. Construction conference room
\n8. Construction of tiered auditorium (seating for 70 to 80)
\n9. Fill in of loading dock opening
\n10. Replacement of existing doors
\n11. Renovation of ceiling and lighting
\n12. Installation of audio visual systems
\n14. Renovation of HVAC system
\n15. Installation of power, phone, and computer lines
\n16. Construction of kitchenette in vending area
\n17. Drywalling of all walls
\n18. Repaint entire facility
\n19. Carpet entire facility
\n20. Landscaping of walkway to east parking lot<\/p>\n
This is intended to be used as an informational document roughly explaining the
\nscope of work and the concept to be finalized by a licensed architect.<\/p>\n
* Phase 2 will not be performed until adequate UDLP workload exists at the
\nGreater Louisville Technology Park to support the listed requirements.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9167],"corporate_contracts_industries":[9477],"corporate_contracts_types":[9593,9579],"class_list":["post-41938","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_types-land__ky","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41938","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41938"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41938"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41938"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41938"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}