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TENANT USE CONTRACT
between
IONATRON INC.
and
MASON TECHNOLOGIES INC.
July 14, 2004
BASIC ORDER AGREEMENT 04T002
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I. Use of Facilities.....................................................2
II. Title to Property.....................................................3
III. Alterations to and Movement of Property...............................4
IV. Property Control System...............................................6
V. Access to Facilities..................................................6
VI. Indemnification; Exclusion of Indirect,
Incidental and Consequential Damages.................................6
VII. Warranty..............................................................7
VIII. Agreement Modification................................................8
IX. Orders, Changes and Limitation of Liability...........................8
X. Use by Others/Transfer/Assignment.....................................9
XI. Representations.......................................................11
XII. Payment for Use of Facilities.........................................11
XIII. Services of MTI.......................................................12
XIV. Inspection of Facilities..............................................15
XV. Reporting of Explosives, Propellants, Etc.
Stored on Army-Owned Installations...................................16
XVI. Relayaway of Facilities...............................................17
XVII. Liability for Facilities..............................................18
XVIII. Permits and Licenses; Compliance with Law.............................21
XIX. Maintenance and Utilization...........................................22
XX. Termination...........................................................22
XXI. Exclusion of Facilities Cost in Other Contracts.......................25
XXII. Real Property.........................................................25
XXIII. Contract Clauses......................................................26
XXIV. Disputes and Governing Law............................................27
XXV. Term..................................................................29
XXVI. Insurance.............................................................32
XXVII. Toxic and Hazardous Materials.........................................33
XXVIII. Pre-Existing Conditions...............................................34
XXIX. Miscellaneous.........................................................34
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BASIC ORDER AGREEMENT 04T002
EXHIBITS TO THE AGREEMENT:
Exhibit A - Permitted Use
Exhibit B - Tenant Plans
Exhibit C - AMCCOMR 702-9
Exhibit D - Order #001
Exhibit E - Form ENG 43
Exhibit F - NISPOM Definition of Foreign Person(s)
EXHIBITS TO ORDER 001:
Exhibit A - The Facility
Exhibit B - Government and/or Contractor Owned Property (Reserved)
Exhibit C - Service Fees
Exhibit D - Maintenance Obligations
Exhibit E - ARMS Improvements/Charette/Plans
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BASIC ORDER AGREEMENT 04T002
WHEREAS, MASON TECHNOLOGIES INC. (hereafter referred to as "MTI" or
"Contractor") has entered into Facility Use Contract #DAAA09-92-E-0007, as
amended by P00001 through P00015 (as amended, the "Contract") with the U.S. Army
(the "Army") for use of certain Army Facilities, namely, the Mississippi Army
Ammunition Plant (the "MSAAP") at Stennis Space Center, MS 39529-7099, and
WHEREAS, IONATRON INC. (hereafter referred to as "SUBCONTRACTOR") desires
to obtain from MTI the right to use and occupy certain Army Facilities at MSAAP
and to obtain from MTI certain support services, and
WHEREAS, SUBCONTRACTOR's requirements for the Facilities (as hereinafter
defined), and services of MTI will be evolving over time, and MTI has the
capability to accommodate these requirements, and
WHEREAS, this document (hereinafter referred to as "Agreement or "Basic
Agreement") is a written instrument of understanding between MTI and
SUBCONTRACTOR which sets forth the negotiated provisions which will apply to
Order No. 001 (attached hereto as Exhibit D) as well as all future Orders and
such Orders shall incorporate the provisions herein (unless otherwise expressly
provided therein), and
WHEREAS, this Basic Agreement shall, subject to the terms and conditions
contained herein, become effective at 12:01 a.m., on the 15th day of July, 2004
(the "Effective Date").
THEREFORE, MTI and SUBCONTRACTOR agree as follows:
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BASIC ORDER AGREEMENT 04T002
I. Use of Facilities
A. SUBCONTRACTOR shall have the right to use space, buildings,
improvements, equipment, and other Army and/or Contractor-owned
property provided to SUBCONTRACTOR under Orders issued pursuant to
this Agreement (referred to in combination as "Facilities") at the
MSAAP solely and specifically for the use specified in the letter
dated April 28, 2004 from MTI to the Army and the Army's written
approval of such (the "Permitted Use"), a copy of which is attached
hereto as Exhibit A, as well as the right of ingress and egress and
the right, in common with others, to the use of supporting
facilities, roadways and available parking areas. Any change in the
Permitted Use shall not be permitted unless and until written Army
approval of the change is obtained. Each Order issued hereunder
shall identify the Facilities for which use is authorized. No use of
the Facilities other than the Permitted Use will be permitted.
B. Under the Contract, MTI must comply with an Army-approved property
control system (the "Property Control System"). Pursuant to the
terms of the Property Control System, Contractor has furnished
SUBCONTRACTOR with a (a) tenant maintenance plan, (b) tenant
property control plan, (c) tenant security plan, (d) tenant safety
plan, (e) tenant fire protection plan and (f) tenant environmental
plan, copies of which are attached hereto as Exhibit B (collectively
referred to as the "Tenant Plans"), which Tenant Plans allocate
certain responsibilities between Contractor and SUBCONTRACTOR
relating to the use, operation and maintenance of the Facilities.
SUBCONTRACTOR agrees that its use of Facilities at MSAAP shall at
all times be in accordance with the Tenant Plans, as they may be
changed from time to time, provided, however, that any changes
initiated by the Contractor to such Tenant Plans, shall not
materially increase SUBCONTRACTOR'S obligations or materially
decrease SUBCONTRACTOR'S rights under this Agreement. If changes in
the Property Control System are initiated by the Army, the
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BASIC ORDER AGREEMENT 04T002
Contractor shall have the right to make corresponding changes to the
Tenant Plans even if such changes materially increase
SUBCONTRACTOR'S obligations or materially decrease SUBCONTRACTOR'S
rights under this Agreement, provided, however, that in such event,
SUBCONTRACTOR shall be entitled (at its election) to (a) terminate
this Agreement, promptly vacate the Facilities, removing all of its
personal property therefrom and leaving the Facilities in the same
condition it received them, reasonable wear and tear excepted, with
no further liability to Contractor, and/or (b) seek (at its own
expense) an equitable adjustment from the Army through a Sponsored
Claim (as defined in ss. XXIV below). Contractor shall provide
written notification to SUBCONTRACTOR of changes to the Property
Control System which affect the Tenant Plans. SUBCONTRACTOR'S
non-compliance with the Tenant Plans shall be considered a breach of
a material provision of this Agreement, subject to the notice and
cure periods set forth in ss. XX.
C. If SUBCONTRACTOR elects to terminate this Agreement and invoke its
rights under ss. XXIV, it is understood that all the terms and
conditions of ss. XXIV shall remain in full force and effect with
regard to such Sponsored Claim, notwithstanding such termination.
II. Title to Property
A. Title to all Facilities shall remain with the Army and/or
Contractor. Title to parts of the Facilities replaced by
SUBCONTRACTOR (other than SUBCONTRACTOR'S trade fixtures and as
provided in ss. III.A below) in carrying out maintenance obligations
shall pass to, and vest in, the Army and/or Contractor upon
completion of their installation in the Facilities.
B. Title to the Facilities shall not be affected by their incorporation
into, or attachment to, any property not owned by the Army and/or
Contractor, nor shall any item of the Facilities become a fixture or
lose its identity as personal property by being attached to any real
property. The SUBCONTRACTOR shall keep the Facilities free and clear
of all liens and encumbrances and, except as may be otherwise
permitted by this Agreement or authorized by Orders issued under
this Agreement or by the Contractor, shall not remove or otherwise
part with possession of, or permit the use by others of, any of the
Facilities.
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BASIC ORDER AGREEMENT 04T002
III. Alterations to and Movement of Property
A. The SUBCONTRACTOR may install, arrange, or rearrange, on Army
premises, readily movable machinery, equipment, and other items
belonging to the SUBCONTRACTOR, provided, however, in the event such
installations or arrangements will affect any of the building
systems serving the Facilities, SUBCONTRACTOR shall provide prior
written notification of such activities to the Contractor and, if
Contractor incurs additional costs directly attributable to such
installations and/or arrangements, SUBCONTRACTOR shall reimburse
Contractor for such increased costs. Title to any such item shall
remain in the SUBCONTRACTOR even though it may be attached to real
property owned by the Army, unless the Contractor reasonably
determines that it is so permanently attached that removal would
cause substantial injury to the real property, in which event, at
SUBCONTRACTOR'S election (i) such item will remain in place and
SUBCONTRACTOR will have no obligation to remove same or (ii)
SUBCONTRACTOR shall have the right to remove such item, provided it
agrees to pay the cost and a fee of seven percent (7%) of such costs
to Contractor for such restoration and that it provides the
Contractor, prior to the removal, with such payment to restore the
real property to which it is attached. Contractor and SUBCONTRACTOR
shall attempt to reasonably resolve these issues prior to the
attachment of personal property to real property, and, in any event,
Contractor shall make the determination of permanent attachment in a
timely manner in order to update real property records of MSAAP
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BASIC ORDER AGREEMENT
after notification and discussions with SUBCONTRACTOR. The
SUBCONTRACTOR is responsible for clearly marking property belonging
to it so as to avoid discrepancies caused by co-mingling of
SUBCONTRACTOR and Army and/or Contractor-owned property.
B. The SUBCONTRACTOR shall not construct or install any fixed
improvement or structural alterations in or about Army buildings or
other real property without advance written approval of the
Contractor, which approval shall not be unreasonably withheld,
conditioned or delayed, except that, to the extent that Army
approval is required for such improvements or alterations under the
terms of the Contract, Contractor shall not be deemed to have acted
unreasonably if it withholds, conditions or delays its approval to
the same extent that the Army so withholds, conditions or delays its
approval. Contractor shall have a reasonable period of time to
communicate such approvals. Fixed improvements or structural
alterations, as used herein, mean any alteration or improvement in
the structure of the building or other real property that, after
completion, cannot be removed without substantial loss of value or
damage to the Facilities, as determined by the Army. Notwithstanding
the foregoing, (a) all of SUBCONTRACTOR'S requirements for fixed
improvements or structural alterations in real property (including
foundations for production equipment) shall be procured from the
Contractor by SUBCONTRACTOR's submission of completed Form ENG-43,
SUBCONTRACTOR Work Request Form (attached hereto as Exhibit E), to
Contractor and (b) SUBCONTRACTOR may, at SUBCONTRACTOR'S sole cost
and expense, make non-structural alterations to the Facilities,
provided that such non-structural alterations do not (i) affect the
building's exterior, (ii) adversely affect the building's systems or
facilities, (iii) adversely affect any service required to be
furnished by Contractor to SUBCONTRACTOR or to any other occupant of
MSAAP, or (iv) reduce the value or utility of the building.
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BASIC ORDER AGREEMENT 04T002
IV. Property Control System
The SUBCONTRACTOR shall fulfill the requirements of the Tenant Plans on
SUBCONTRACTOR'S part to be performed, including (i) conducting an annual
inventory of all Army and/or Contractor-owned personal property, if any,
in its possession and reporting the results of this inventory to the
Contractor and (ii) reporting promptly all lost, damaged or destroyed Army
and/or Contractor-owned property to the Contractor. The Contractor shall
fulfill the requirements of the Tenant Plans on Contractor's part to be
performed.
V. Access to Facilities
The Contractor, the Army and NASA, and their respective agents and
employees, shall, at reasonable times and after coordination with the
SUBCONTRACTOR (except such coordination is not required in the event of an
emergency), have access to the Facilities and the premises where any of
the Facilities are located, provided that any such access shall be in
strict compliance with any and all security plans maintained by
SUBCONTRACTOR pursuant to the terms of SUBCONTRACTOR'S government
contracts (collectively, "Security Plans"). In the event Contractor incurs
additional cost directly attributable to SUBCONTRACTOR'S Security Plans,
SUBCONTRACTOR agrees to pay Contractor for all such costs and a fee of
seven percent (7%) of such costs in addition to the Fixed Service Fee
identified in Orders issued hereunder. Nothing set forth herein impairs
the right of the Army, NASA or other governmental agencies to engage in
sovereign acts in order to respond to terrorist threats or other emergency
situations, nor does it create a right of compensation for harm caused by
such sovereign acts.
VI. Indemnification; Exclusion of Indirect, Incidental and Consequential
Damages
A. The SUBCONTRACTOR hereby agrees to indemnify, hold harmless, and
defend the Contractor and the Army against claims for injury to
persons or damage to property of the CONTRACTOR or others to the
extent arising from the SUBCONTRACTOR's negligence, willful
misconduct, unusually hazardous activities, possession, use or
operation of the Facilities and any pollution or contamination
arising therefrom.
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BASIC ORDER AGREEMENT 04T002
B. Contractor hereby agrees to indemnify, hold harmless and defend
SUBCONTRACTOR from and against any claims against SUBCONTRACTOR for
injury to persons or damage to property to the extent arising from
Contractor's negligence, willful misconduct, unusually hazardous
activities, and any pollution or contamination arising therefrom. No
indemnification is provided hereby for claims resulting from the
activities of the Army or of any prior operator of the Facilities or
of other tenants of MSAAP.
C. Notwithstanding anything else to the contrary in this Agreement,
neither SUBCONTRACTOR, nor Contractor, nor any of their respective
affiliates, employees, subcontractors or insurers shall be entitled
to or liable for any indirect, incidental or consequential damages,
whether or not such damages arise in negligence, breach of Agreement
or warranty, or otherwise.
VII. Warranty
A. Neither the Army nor the Contractor make any warranty, express or
implied, regarding the work or services provided by Contractor or
the condition or fitness for use of any Facilities. SUBCONTRATOR'S
exclusive remedies are as expressly set forth in this aGreement.
Notwithstanding the foregoing, Contractor WarrantS its conStruction
and design servIces, as exPressly set forth in article 3, paragraph
D of Order #001 (ATTACHED HERETO AS Exhibit D).
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BASIC ORDER AGREEMENT 04T002
VIII. Agreement Modification
The parties hereby agree that this Agreement may be unilaterally modified
by the Contractor in order to incorporate unilateral changes to the
Contract by the Army. If such changes shall materially decrease any of
SUBCONTRACTOR'S rights, or materially increase any of SUBCONTRACTOR'S
obligations, under this Agreement, SUBCONTRACTOR shall be entitled at its
election to (a) terminate this Agreement, promptly vacate the Facilities,
removing all of its personal property therefrom and leaving the Facilities
in the same condition it received them, reasonable wear and tear excepted,
with no further liability to Contractor, and/or (b) seek at its own
expense an equitable adjustment from the Army through a Sponsored Claim.
IX. Orders, Changes and Limitation of Liability
A. The Contractor has no obligation to furnish any Facilities under
this Agreement until specific Orders are mutually agreed upon,
negotiated, and executed.
B. Mutual agreements to modify the terms and conditions of this
Agreement and/or Orders issued pursuant to this Agreement shall be
incorporated by way of a written bilateral modification.
C. Changes
Any adjustments, changes, breaches or revisions made by the
SUBCONTRACTOR or any party for which SUBCONTRACTOR is responsible,
which affect the Contractor's cost or responsibilities under this
Agreement or Orders issued hereunder, shall constitute a Change to
the Agreement and/or Orders issued hereunder and a Change Order
mutually agreed upon by the parties, adjusting as applicable, the
Contractor's compensation and responsibilities, shall be executed by
the SUBCONTRACTOR and Contractor with approval by the Army, as
applicable, and shall be incorporated by way of a written bilateral
modification. Contractor shall not be required to proceed to
accommodate or implement such Change until a Change Order is
executed by the SUBCONTRACTOR, Contractor and as applicable approved
by the Army. Should such Change affect the engineering or
construction work described in Exhibit D, Order #001, the terms of
Article 3.C. of such Order shall apply to the extent such Change
affects Contractor's engineering or construction services. Nothing
set forth in this Changes Article shall affect Contractor's right to
terminate, as provided for elsewhere in this Agreement or Orders
issued hereunder.
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BASIC ORDER AGREEMENT 04T002
D. Limitation Of Liability
Notwithstanding any other terms, conditions or covenants in this
Agreement to the contrary, the aggregate limitation of liability of
the Contractor (including its employees, affiliates, contractors,
insurers and agents) to the SUBCONTRACTOR (including its employees,
affiliates, contractors, insurers and agents) and anyone claiming
by, through or under the SUBCONTRACTOR, for any and all claims,
losses, costs or damages ("Claims") of any nature whatsoever,
arising out of, resulting from or in any way related to the
Agreement, or Contractor's services or work shall not exceed the
amount of five hundred thousand ($500,000.00), if the Claim(s) are
in connection with the design or construction work described in
Order #001 and forty thousand dollars ($40,000.00) for all other
Claims arising in connection with this Agreement. Such limitation of
liability shall apply whether such Claims arise in contract
(including warranty, indemnity or breach), Tort (including
negligence), strict liability or otherwise.
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BASIC ORDER AGREEMENT 04T002
X. Use by Others/Transfer/Assignment
A. The SUBCONTRACTOR shall not subcontract, lease, rent or release any
of the Facilities to another party without obtaining the prior
consent of the Contractor, which consent shall not be unreasonably
withheld, conditioned or delayed, except that, to the extent that
Army approval is required for such subcontract, lease, rent, or
release under the terms of the Contract, Contractor shall not be
deemed to have acted unreasonably if it withholds, conditions or
delays its approval to the same extent that the Army so withholds,
conditions or delays its approval.
B. The SUBCONTRACTOR shall not transfer or assign any or all of this
Agreement to another party without obtaining the prior consent of
the Contractor, which consent shall not be unreasonably withheld,
conditioned or delayed, except that, to the extent that Army
approval is required for such transfer or assignment, Contractor
shall not be deemed to have acted unreasonably if it withholds,
conditions or delays its approval to the same extent that the Army
so withholds, conditions or delays its approval.
C. Notwithstanding anything to the contrary contained in this
Agreement, SUBCONTRACTOR shall be permitted, without the prior
consent of the Contractor, but upon prior notice to the Contractor,
to sublease any part of the Facilities to an Affiliate (as
hereinafter defined), or transfer or assign this Agreement to an
Affiliate of SUBCONTRACTOR; or to any person, corporation or other
entity with which the SUBCONTRACTOR may merge or to which the
SUBCONTRACTOR may convey its business conducted at the Facility,
provided, however, that (a) in each instance, such transferee shall
expressly agree to be bound by all of the terms, covenants,
conditions and obligations of this Agreement, including the
Permitted Use; (b) SUBCONTRACTOR shall not be released from any of
its obligations under this Agreement; and (c) SUBCONTRACTOR
acknowledges that the Army has the right to approve or disapprove of
such transactions if, in the Army's sole judgment, such assignee or
transferee poses any security risk to the MSAAP. "Affiliate" shall
mean any corporation or other entity directly controlling,
controlled by or under common control with SUBCONTRACTOR.
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BASIC ORDER AGREEMENT 04T002
D. SUBCONTRACTOR shall promptly advise Contractor if there is any
material change in control or ownership that would subject the
SUBCONTRACTOR or such affiliate, to ownership, control or influence
by any foreign person as such term is defined in Exhibit F, the
National Industrial Security Program Operating Manual (NISPOM)
pursuant to Executive Order 12829. If SUBCONTRACTOR comes under such
foreign ownership, influence and control, and the Army directs that
this Agreement be terminated for that reason, Contractor shall have
the right to terminate this Agreement without liability of any kind
to SUBCONTRACTOR, and SUBCONTRACTOR shall promptly vacate the
Facilities and shall promptly remove its personal property therefrom
and surrender the Facilities in the same condition, or better
condition, than when furnished, reasonable wear and tear excepted.
XI. Representations
Contractor and SUBCONTRACTOR each represent to the other that: (i) the
execution and delivery of this Agreement and any agreements required by
this Agreement have been duly authorized and, upon execution by the other
party, will constitute valid obligations, enforceable against it in
accordance with their terms; and (ii) neither the execution of this
Agreement, nor the performance thereof shall result in any breach of, or
constitute a default under, or violation of any material agreement to
which it is a party or by which it is bound.
XII. Payment for Use of Facilities
Adequate price or other consideration may be accepted in lieu of the
rental fees as set forth in FAR 52.245-9, "Use and Charges (April 1984)"
so long as agreed to in writing by both the Contractor and the
SUBCONTRACTOR.
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BASIC ORDER AGREEMENT 04T002
XIII. Services of MTI
A. Fixed Services. In conjunction with SUBCONTRACTOR's use of the
Facilities, Contractor shall provide the following services, the
cost of which will be included in the Fixed Service Fee
SUBCONTRACTOR pays for the use of the Facilities identified in
Orders issued hereunder, collectively referred to as "Fixed Service
Fee":
1. Fire Protection. Contractor shall provide fire protection for
the Facilities in accordance with the Tenant fire protection
plan attached hereto as Exhibit B-1.
2. Security. Contractor shall provide security services in
accordance with the Tenant security plan attached hereto as
Exhibit B-2.
3. Building and System Maintenance. Contractor shall provide
building and system maintenance in accordance with
Contractor's maintenance obligations as set forth in Orders
issued hereunder.
4. Environmental. Contractor shall provide environmental services
in accordance with the Tenant environmental plan attached
hereto as Exhibit B-3. 5. Safety. Contractor shall provide
safety program services in accordance with its Tenant safety
plan attached hereto as Exhibit B-4.
B. Demand Services. Contractor shall provide, and SUBCONTRACTOR shall
procure all of its requirements from and shall promptly pay
Contractor for, the following demand services, in addition to the
agreed upon Fixed Service Fee for the use of the Facilities, at the
rate or in the manner agreed to in each Order issued hereunder.
1. Electricity. Contractor shall provide electrical power to the
Facilities in accordance with the specifications set forth in
the Final Plans. Periodically, "Contractor Scheduled" power
outages are necessary. SUBCONTRACTOR will be given at least
thirty (30) days advance notice prior to the effective date of
a Contractor Scheduled power outage. However, the utility
provider may also require "Utility Scheduled" power outages.
If the utility company informs Contractor of a Utility
Scheduled outage, Contractor shall give SUBCONTRACTOR at least
thirty (30) days notice, provided the utility provider gives
Contractor thirty (30) days notice. Contractor shall use
commercially reasonable efforts to schedule Contractor
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BASIC ORDER AGREEMENT 04T002
Scheduled power outages so that such outages will not
adversely affect SUBCONTRACTOR'S operations. If SUBCONTRACTOR
cannot operate its business operations in all or any portion
of the Facilities for more than two (2) consecutive business
days on account of such Contractor Scheduled power outage,
SUBCONTRACTOR shall receive an abatement of the Fixed Service
Fee allocable to such portion of the Facilities. SUBCONTRACTOR
understands that Contractor is not a registered utility and
that it procures electricity produced by local utilities and
sold to NASA for transmission to those who use Stennis Space
Center. Contractor shall have no liability to SUBCONTRACTOR
for power outages caused by bad weather or any cause other
than as set forth in the preceding sentence or as a result of
SUBCONTRACTOR'S own willful misconduct or negligence.
2. Water and Sewage. Contractor shall provide water and sanitary
waste treatment to the Facilities used by SUBCONTRACTOR in
accordance with its existing distribution system (unless the
Plans identified in Orders issued hereunder require Contractor
to modify the existing distribution system, in which case such
distribution system shall be so modified).
3. Communications. Contractor shall provide all communication
capabilities, including, but not limited to, long distance and
internet service in accordance with its existing communication
system (unless the Plans identified in Orders issued hereunder
require Contractor to modify the existing communication
system, in which case such communication system shall be so
modified).
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BASIC ORDER AGREEMENT 04T002
4. Natural gas. Contractor shall provide natural gas to the
Facilities used by SUBCONTRACTOR in accordance with its
existing distribution system (unless the Plans identified in
Orders issued hereunder require Contractor to modify the
existing distribution system, in which case such distribution
system shall be so modified).
5. Environmental Assessments. If SUBCONTRACTOR exercises any
expansion rights granted to SUBCONTRACTOR in Orders issued
hereunder, and as a result thereof SUBCONTRACTOR is required
to perform a record of environmental considerations,
environmental assessment, or an environmental impact
statement, Contractor shall be retained to provide such
support services and SUBCONTRACTOR agrees to remunerate
Contractor for such support services by submitting a completed
Form ENG-43, SUBCONTRACTOR Work Request form, to Contractor
and SUBCONTRACTOR shall provide assistance and support in the
preparation of any required documentation.
6. Required Services. SUBCONTRACTOR shall use the services of
Contractor to restore the Facilities to the same condition as
delivered upon termination or expiration of this Agreement or
Orders issued hereunder, reasonable wear and tear excepted,
and to relayaway the Facilities in accordance with other
provisions of this Agreement.
7. Miscellaneous Support Services. SUBCONTRACTOR may, from time
to time, request other support services from the Contractor or
from a third party, including but not limited to, equipment
maintenance and custodial services. SUBCONTRACTOR shall submit
a completed Form ENG-43, SUBCONTRACTOR Work Request Form, to
Contractor for estimating and pricing for services from
Contractor covered in but not limited to Paragraphs B.5, B.6
and B.7 above. Upon written acceptance of the proposal by the
SUBCONTRACTOR, Contractor will schedule work.
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BASIC ORDER AGREEMENT 04T002
XIV. Inspection of Facilities
A. "SUBCONTRACTOR'S managerial personnel" as used in this clause is
defined as any of the SUBCONTRACTOR'S directors, officers, managers,
superintendents, or equivalent representatives who have supervision
or direction of:
1. All or substantially all of the SUBCONTRACTOR'S business;
2. All or substantially all of the SUBCONTRACTOR'S operations at
any one plant or separate location in which the Facilities are
installed or located; or
3. A separate and complete major industrial operation in
connection with which the Facilities are used.
B. Subject to the terms and conditions of SUBCONTRACTOR'S Security
Plans as defined in ss. V, which will be submitted within thirty
(30) days from the date the SUBCONTRACTOR finalizes them with the
U.S. Government, the Army and the Contractor have the right to
inspect and test the building systems servicing the Facilities. Such
inspections and tests shall be conducted during reasonable times and
in coordination with the SUBCONTRACTOR. This right of the Army and
the Contractor shall in no way be construed as a warranty of the
condition of the Facilities nor of compliance with required laws,
regulations and MSAAP rules. Such inspections and tests shall be
performed in a manner that will not interfere with SUBCONTRACTOR'S
operations at the Facilities. The SUBCONTRACTOR shall furnish all
reasonable assistance for the safe and convenient performance of
these duties.
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BASIC ORDER AGREEMENT 04T002
C. The Contractor may, at any time, require the SUBCONTRACTOR to
correct or replace Facilities that are defective, without cost to
the Contractor under Orders issued hereunder, if the defects are
caused by fraud, willful misconduct or lack of good faith of on the
part of the SUBCONTRACTOR'S managerial personnel or the conduct of
one or more of the SUBCONTRACTOR'S employees selected or retained by
the SUBCONTRACTOR after any of the SUBCONTRACTOR'S managerial
personnel has reasonable grounds to believe that the employee is
habitually careless or unqualified.
D. Corrected or replacement Facilities shall be subject to this clause
in the same manner as Facilities originally granted to the
SUBCONTRACTOR for use.
XV. Reporting of Explosives, Propellants, Etc. Stored on Army-Owned
Installations
A. SUBCONTRACTOR shall provide an annual listing of all propellant
stocks, if any, on hand to Contractor no later than 15 February
which includes all information cited in paragraph 7.d(3), AMCCOMR
702-9, attached hereto as Exhibit C and incorporated herein.
B. SUBCONTRACTOR shall report in writing to Contractor all propellant
stocks it receives, if any, onto MSAAP. This report shall be
submitted within 30 days of receipt of the stock and shall include
the following in addition to the information required under
paragraph 7, subparagraphs d(3)(a) through (g), AMCCOMR 702-9:
1. Name and address of manufacturer, or DODIC if available.
2. Date of manufacture.
3. Method and unit of packaging.
4. Propellant description sheet, ARRCOM Form 214R or an
equivalent, if available, otherwise a narrative, supplying the
exact chemical formulation including original (as
manufactured) percentage content of stabilizer identification.
5. Planned schedule of utilization of the propellant and
anticipated quantity and storage time of any residual
propellant.
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BASIC ORDER AGREEMENT 04T002
6. When a determination is made that a master propellant sample
is required for testing, SUBCONTRACTOR shall be directed to
ship such sample at its own expense to a laboratory reasonably
designated by Contractor.
C. The above reports will be used to monitor the level of safety of
SUBCONTRACTOR's storage practices and stored materials. The
Contractor will notify the SUBCONTRACTOR in writing when it is
determined that there is a danger to the Facilities or personnel
thereon including a time limit within which to dispose of such
material. SUBCONTRACTOR agrees to dispose of any such material
within the stated time at its own expense. SUBCONTRACTOR's failure
to comply with any requirements as set forth in this Article is
considered a breach of a material provision of this Agreement,
provided however, that if, with the exercise of good faith
reasonable efforts, such material is of such nature that it cannot
be disposed of within the stated time period, no default shall occur
so long as SUBCONTRACTOR shall commence the disposal of the material
within such stated time period and shall thereafter diligently
prosecute the disposal of same. Contractor or its lower-tier
subcontractors shall have the sole responsibility to handle, store
and otherwise dispose of all propellant stocks and explosives bought
onto the Facilities by any occupant of the MSAAP other than the
SUBCONTRACTOR (including all SUBCONTRACTOR'S employees, agents, or
lower-tier subcontractors, or any of their respective employees,
agents or invitees) in accordance with all applicable legal
requirements.
XVI. Relayaway of Facilities
A. Any Army property which had been initially laid-away at Army expense
and was removed from layaway for active use by the SUBCONTRACTOR shall
be relaidaway at the expense of the SUBCONTRACTOR to the same level of
the initial layaway, less reasonable wear and tear. At least 120 days
prior to cessation of active use of Army property, SUBCONTRACTOR shall
identify the property to be relaidaway and shall provide to Contractor
a rehabilitation plan based upon the most current approved Contractor
maintenance plan, including an inventory listing which includes:
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BASIC ORDER AGREEMENT 04T002
Property nomenclature
Category
Army I.D. number
Tag number
Year of manufacture
Current condition code
Rehabilitation/rebuild recommended
XVII. Liability for Facilities
A. SUBCONTRACTOR assumes the risk of, and is responsible for, any loss,
damage to or destruction of the Facilities issued to SUBCONTRACTOR
pursuant to the terms of this Agreement, occurring, after the Occupancy
Date as hereinafter defined (to the extent of the space that SUBCONTRACTOR
then occupies) or Commencement Date, whichever is earlier, through the
term of this Agreement, except where such loss, damage, or destruction is
caused by (i) the negligence, or willful misconduct of the Contractor, the
Army or any other occupant of the facilities located at MSAAP (other than
the SUBCONTRACTOR or any of its employees, agents, or lower-tier
subcontractors, or any of their respective employees, agents or invitees)
or (ii) an act of God. SUBCONTRACTOR will commence and prosecute repair
and/or replacement of the Facilities as expeditiously as reasonably
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BASIC ORDER AGREEMENT 04T002
possible (except in cases where the SUBCONTRACTOR has not assumed the risk
under the preceding sentence), provided that Contractor shall make
available to SUBCONTRACTOR insurance proceeds, if any, it received on
account of such loss or damage. However, notwithstanding the foregoing,
the Contractor is not expected or required to maintain any such insurance
and SUBCONTRACTOR acknowledges Contractor does not intend, nor is required
to maintain such insurance. In the event that SUBCONTRACTOR has not
assumed the risk pursuant to the terms of this Paragraph, SUBCONTRACTOR
shall have the option, but not the obligation, to repair or replace at its
own expense the Facilities in accordance with the terms of the preceding
sentence and SUBCONTRACTOR shall be entitled to a pro-rata adjustment
based upon the percent of unusable square footage in the Fixed Service Fee
otherwise required under this Agreement during the period of repairs. At
the termination or expiration of this Agreement or Orders issued
hereunder, SUBCONTRACTOR shall return all Facilities in as good condition
as when received, except for reasonable wear and tear and except for items
lost, damaged or destroyed as a result of causes for which SUBCONTRACTOR
has not assumed the risk under the first sentence of this Paragraph. All
removable furniture, equipment, and improvements placed on the Facilities
at the expense of SUBCONTRACTOR shall be the property of SUBCONTRACTOR and
shall be removed by SUBCONTRACTOR at its expense by the date of
termination or expiration of this Agreement. If SUBCONTRACTOR shall not
remove all effects from the Facilities as above agreed, the Contractor
shall remove and store the same, and SUBCONTRACTOR will pay Contractor at
demand any and all reasonable out-of-pocket expenses incurred in the
removal and storage of said effects for any length of time during which
the same shall be in Contractor's possession; and Contractor may at its
option without notice sell the effects of the same for such price as
Contractor deems best and apply the proceeds of the sale upon any amounts
due under the Agreement, including the expenses for the removal and sale,
and the balance, if any, shall be paid to the SUBCONTRACTOR. Any
reasonable out-of-pocket costs of removal and storage in excess of
proceeds of such sale shall be paid by SUBCONTRACTOR. Contractor shall not
be liable for any loss or damage resulting from removal, storage or sale
of the effects as set forth herein.
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BASIC ORDER AGREEMENT 04T002
B. When there is any loss or destruction of, or damage to, the
Facilities:
1. SUBCONTRACTOR shall promptly notify Contractor and shall take
all reasonable steps to protect the Facilities from further
damage, separate the damaged and undamaged Facilities, put all
the Facilities in the best possible order, and promptly
furnish to Contractor, and in any event within 15 days, a
statement of:
a) the Facilities lost or damaged;
b) the time and origin of the loss or damage;
c) all known interests in commingled property of which the
Facilities are a part; and
d) any insurance covering any part of or interest in such
commingled property.
2. SUBCONTRACTOR shall make such repairs, replacement and
renovation at its own expense of the lost, destroyed or
damaged Facilities for which it has assumed the risk as
required to restore them to as good condition as when
received.
3. Even when the SUBCONTRACTOR has not assumed the risk of loss
of Facilities under ss. XVII.A above, the Contractor or the
Army shall not be required to replace or repair lost, damaged,
or destroyed Facilities at the Contractor's or the Army's
expense; provided, however, that if the Contractor chooses, in
its sole discretion, to replace or repair such lost, damaged
or destroyed Facilities, (i) the Contractor shall replace
and/or repair such Facilities to as good a condition as
delivered to SUBCONTRACTOR, (ii) SUBCONTRACTOR's use will be
interrupted for such reasonable times as are necessary for
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BASIC ORDER AGREEMENT 04T002
such activity and (iii) SUBCONTRACTOR shall be entitled to a
pro-rata adjustment in the Fixed Service Fee from the
Contractor, otherwise required in Orders issued under this
Agreement during the period of repairs. If the Facilities are
so severely damaged or destroyed by causes for which the
SUBCONTRACTOR has not assumed the risk of loss, damage or
destruction under ss. XVII.A. above that the Permitted Use is
no longer possible, SUBCONTRACTOR shall have the right to
terminate this Agreement in whole or in part, effective on the
date of damage or destruction of the Facilities. Contractor
and SUBCONTRACTOR shall negotiate a mutually agreeable
pro-rata adjustment in the Fixed Service Fee, if the
termination is partial.
XVIII. Permits and Licenses; Compliance with Law
A. SUBCONTRACTOR, at its own cost, shall procure all permits and
licenses required under safety and environmental requirements and
standards, whether statutory or regulatory, applicable to
SUBCONTRACTOR'S operation at the Facilities. If an existing permit
must be modified, SUBCONTRACTOR shall obtain the modification and
pay all costs. Upon request of SUBCONTRACTOR accomplished by its
submission of completed Form ENG-43, SUBCONTRACTOR Work Request, to
Contractor, the Contractor shall join in any applications for any
permits or licenses required to be obtained by SUBCONTRACTOR, and
shall otherwise cooperate with SUBCONTRACTOR in connection
therewith.
B. All permit applications and submissions shall be made in accordance
with law and regulation. Contractor shall be notified in writing
thirty (30) days prior to any permit application being filed by
SUBCONTRACTOR, and SUBCONTRACTOR shall provide copies of all permit
applications as filed to Contractor. SUBCONTRACTOR shall provide
Contractor with copies of all permits obtained upon receipt.
C. Both parties hereto shall comply with all applicable laws,
regulations and ordinances that apply to their respective
responsibilities under this Agreement and shall indemnify and hold
the other party harmless from loss, liability, cost, expense, fines
and penalties resulting from their failure to comply in the
execution of their respective responsibilities under this Agreement.
If SUBCONTRACTOR is required to accept any costs associated with
structural modifications or repairs to real property on account of
the foregoing, Contractor agrees to apply the Sponsorship provisions
of ss. XXIV herein.
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BASIC ORDER AGREEMENT 04T002
XIX. Maintenance and Utilization
A. Except as otherwise provided in Paragraph B below, the SUBCONTRACTOR
shall be responsible for all cost of proper maintenance and repair
of the Facilities in accordance with the terms of Orders issued
hereunder. The SUBCONTRACTOR's obligation under this clause shall
continue until this Agreement expires or is terminated in accordance
with the terms and conditions herein and the Facilities have been
returned to Contractor in accordance with this Agreement. The
removal of Army property to storage or its contemplated transfer
does not relieve the SUBCONTRACTOR from this responsibility.
B. The Contractor is responsible for the maintenance and repair of the
building and systems in accordance with the terms of Orders issued
hereunder.
C. The SUBCONTRACTOR has the responsibility for the proper maintenance
and repair of equipment and Army and/or Contractor-owned personal
property, if any, provided under Orders issued hereunder. The
SUBCONTRACTOR may use the services of Contractor in accordance with
other provisions of this Agreement.
XX. Termination
A. If the Army terminates its Contract with the Contractor pursuant to
the terms thereof for any reason other than for the default of the
Contractor, and the Army or any other successor facility use
contractor does not assume responsibility for this Agreement, the
Contractor may terminate this Agreement and/or Orders issued thereto
without liability of any kind, except, if the Contractor so
terminates this Agreement, Contractor shall at its sole discretion
either (a) seek an equitable adjustment with the Army in accordance
with FAR Part 31 and FAR Part 49 on behalf of and in cooperation
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BASIC ORDER AGREEMENT 04T002
with the SUBCONTRACTOR to the extent the costs associated with the
termination are recognized by the Army, or (b) in lieu of (a) above,
offer to enter into a fair and reasonable Sponsorship Agreement with
SUBCONTRACTOR pursuant to ss. XXIV of this Agreement that would, if
accepted, allow SUBCONTRACTOR to seek an equitable adjustment from
the Army under Contractor's sponsorship. Upon receipt of payment
from the Army of any equitable adjustment duly owed to
SUBCONTRACTOR, Contractor will promptly remit to SUBCONTRACTOR its
portion of such adjustment. This provision shall not prevent or
diminish any other rights or remedies the SUBCONTRACTOR may have to
settle claims it might have with the Army caused by a termination of
the Agreement under this clause. If Contractor elects to terminate
this Agreement under this ss. XX, it is understood that all of the
terms and conditions of this ss. XX and the terms and conditions of
ss. XXIV shall remain in full force and effect with regard to such
Sponsored Claim, notwithstanding such termination.
B. If the Army terminates its Contract with the Contractor due to the
default of the Contractor, the SUBCONTRACTOR shall reserve the right
to seek recovery against the Army pursuant to the Army's agreement
expressed in the Army letter dated June 23, 2004 attached hereto and
incorporated herein as part of Exhibit A. The SUBCONTRACTOR's
exclusive remedy for such termination shall be to pursue it rights
against the Army pursuant to such letter. Contractor does not have
any express or implied obligations or liabilities in the event the
Contract is terminated for default by the Army, including but not
limited to termination due to Contractor's fault or negligence.
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BASIC ORDER AGREEMENT 04T002
C. In the event (a) any amount due under this Agreement is not paid
within ten (10) days after Contractor shall have given SUBCONTRACTOR
notice that same is due and unpaid, and SUBCONTRACTOR shall fail to
pay such amount within ten (10) days after Contractor sends a second
written notice that the same is due and unpaid (which second notice
may not be given until the expiration of the first ten-day period),
or (b) SUBCONTRACTOR shall have been debarred from contracting with
the Government or shall have failed to cure a default in the
performance of any term, condition or covenant of this Agreement
(other than the payment of a sum of money) within thirty (30) days
after written notice thereof from Contractor, or if such default
cannot reasonably be completely cured in such time, if SUBCONTRACTOR
shall not promptly commence the cure of such default within said
thirty (30) days and shall not have diligently prosecuted the same,
Contractor, besides any other rights or remedies it may have by law
or otherwise, shall have the immediate right of entry and may remove
all persons and property from the Facilities. Such property may be
removed and stored at the cost of and for the account of the
SUBCONTRACTOR. Contractor shall also have the immediate right to
terminate all demand services. Should SUBCONTRACTOR elect to
re-enter, or should Contractor take possession pursuant to legal
proceedings or pursuant to any notice provided for by law,
Contractor may either terminate this Agreement without liability of
any kind to SUBCONTRACTOR, or may, from time to time, without
terminating this Agreement, re-let said Facilities or any part
thereof for such term or terms (which may be for a term extending
beyond the term of this Agreement) and at such rates and upon such
other terms and conditions as Contractor in the exercise of
Contractor's sole but reasonable discretion may deem advisable with
the right to make alterations and repairs to said Facilities. Upon
each such re-letting, SUBCONTRACTOR shall be liable to pay to
Contractor, in addition to any indebtedness other than the Fixed
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BASIC ORDER AGREEMENT 04T002
Service Fee identified in Orders issued hereunder, the reasonable
cost and expense of such re-letting and of such alterations and
repairs actually incurred by Contractor and deemed reasonably
necessary by Contractor to effect such re-letting, and the amount,
if any, by which the Fixed Service Fee reserved in this Agreement
for the period of such re-letting (up to but not beyond the term of
this Agreement) exceeds the amount agreed to be paid as the Fixed
Service Fee for the Facilities for such period of such re-letting.
Such deficiency shall become due and payable monthly, as it is
determined, on the first (1st) day of each month in the remaining
term of this Agreement, through such re-letting. Contractor shall
use commercially reasonable efforts to re-let the Facilities.
XXI. Exclusion of Facilities Cost in Other Contracts
The SUBCONTRACTOR agrees that it will not include, in the cost or price of
any goods produced or services performed under government prime contracts
or subcontracts using these Facilities, any provision, allowance or charge
(1) for the cost (other than the costs borne by the SUBCONTRACTOR) of
acquisition of the Facilities provided by Orders issued hereunder, or (2)
for the amortization or depreciation of Army Facilities provided by Orders
issued hereunder.
XXII. Real Property
A. Any new construction or permanent alterations to existing
structures, including additions or deletions of any fixtures, which
SUBCONTRACTOR is permitted by Contractor to undertake, must be
recorded in the real property records by the Contractor.
SUBCONTRACTOR agrees to provide as-built drawings and all other
documentation required to be submitted because of such construction,
alterations, additions or deletions under the terms of the Contract.
B. For any changes or alterations made to the Facilities hereunder
after the effective date of this Agreement, the Contractor shall
have the option of causing any building alterations or new
construction not specifically approved by the Contractor to either
be removed and the building restored to its prior condition or to
accept such alterations and new construction abandoned in place and
such alterations and new construction shall become the property of
the Contractor and/or the Army.
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BASIC ORDER AGREEMENT 04T002
XXIII. Contract Clauses
FAR 52.203-7 (July 1995) ANTI-KICKBACK PROCEDURES is incorporated herein
by reference except for subparagraph (c)(1).
The following provisions of the FAR are incorporated herein by reference,
with appropriate changes made to identify the Contractor instead of the
government and the SUBCONTRACTOR instead of the Contractor or Prime
Contractor with the exception of #6 (the government shall have the right
to audit):
1. DEFINITIONS FAR 52.202-1 (Dec 2001)
2. GRATUITIES FAR 52.203-3 (Apr 1984)
3. COVENANT AGAINST CONTINGENT FEES FAR 52.203-5 (Apr 1984)
4. SECURITY REQUIREMENTS FAR 52.204-2 (Aug 1996)
(excluding paragraph(c))
5. DEFENSE PRIORITY AND FAR 52.211-15 (Sep 1990)
ALLOCATION REQUIREMENTS
6. AUDIT AND RECORDS- NEGOTIATION - FAR 52.215-2 (Jun 1999)
ALTERNATE I (Jan 1997)
7. ORDER OF PRECEDENCE FAR 52.215-8 (Oct 1997)
8. CONVICT LABOR FAR 52.222-3 (Jun 2003)
9. CONTRACT WORK HOURS AND FAR 52.222-4 (Sep 2000)
SAFETY STANDARDS ACT -
OVERTIME COMPENSATION
10. EQUAL OPPORTUNITY. FAR 52.222-26 (Apr 2002)
11. EQUAL OPPORTUNITY FOR SPECIAL FAR 52.222-35 (Dec 2001)
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BASIC ORDER AGREEMENT 04T002
DISABLED VETERANS, VETERANS OF
THE VIETNAM ERA, AND OTHER
ELIGIBLE VETERANS
12. AFFIRMATIVE ACTION FOR WORKERS FAR 52.222-36 (Jun 1998)
WITH DISABILITIES
13. DRUG-FREE WORK FORCE DFAR 252.223-7004
(Sep 1988)
14. ASSIGNMENT OF CLAIMS FAR 52.232-23 (Jan 1986)
15. AUTHORIZED DEVIATIONS IN CLAUSES FAR 52.252-6 (Apr 1984)
XXIV. Disputes and Governing Law
A. Any claim, controversy or dispute arising under this Agreement or as
a result of any breach thereof or in any other manner related
hereto, whether before or after termination, shall upon demand of
either party be finally resolved by binding arbitration in
proceedings conducted by a single arbitrator under the Commercial
Arbitration Rules of the American Arbitration Association ("AAA") in
New Orleans, Louisiana, or such other locale as the parties may
agree at the time. The arbitrator shall be an attorney with at least
ten years experience with federal government contract claims. If
both parties so request in their initial demand for arbitration or
in its initial response thereto, the parties shall first seek in
good faith to resolve the dispute by means of non-binding mediation
under the AAA's Commercial Mediation Rules, before resolving the
matter by binding arbitration.
B. This Agreement shall be governed and interpreted under federal
procurement law, as set forth in applicable federal procurement
statutes and regulations, as interpreted by the federal courts and
boards of contract appeals, where such body of law addresses the
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issues at hand. Where federal contract law does not address the
issues to be resolved, this Agreement shall be governed and
interpreted in accordance with the laws of the State of Mississippi,
without reference to its conflicts of law rules.
C. If, under any circumstances, SUBCONTRACTOR seeks a pro rata
adjustment from Contractor or an equitable adjustment from the Army
via the Sponsorship provisions set forth below, for any claims
related to this Agreement and/or the Facilities provided hereunder,
Contractor shall, at its sole discretion either: (a) negotiate an
adjustment with the SUBCONTRACTOR; or (b) if liability for
SUBCONTRACTOR'S damages reasonably lies with the Army, Contractor
shall offer to negotiate with SUBCONTRACTOR a fair and reasonable
Sponsorship Agreement that would, if accepted, allow SUBCONTRACTOR
to (i) seek an equitable adjustment from the Army under Contractor's
sponsorship, (ii) appeal any Contracting Officer's final decision
under Contractor's sponsorship, and/or (iii) appeal under
Contractor's sponsorship any subsequent adverse judgment rendered by
a Board of Contract Appeals or federal court until all appeals have
been exhausted. Claims made or defended under a Sponsorship
Agreement are herein referred to as "Sponsored Claims" and will be
at SUBCONTRACTOR'S expense and risk, with legal counsel chosen by
SUBCONTRACTOR, with such counsel to be approved by Contractor.
Approval of such counsel by Contractor shall not be unreasonably
delayed or withheld. Notwithstanding any other provision in this
Agreement, any finding of fact or conclusion of law set forth in a
final decision of the Contracting Officer under the Contract, and
any final and non-appealable decision of a federal court or board of
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BASIC ORDER AGREEMENT 04T002
contract appeals, that is binding upon the Contractor and related to
this Agreement shall also be binding on both Contractor and
SUBCONTRACTOR for purposes of this Agreement, subject to
SUBCONTRACTOR'S rights under any Sponsorship Agreement. If
Contractor makes an offer to enter Sponsorship Agreement and
SUBCONTRACTOR accepts it, the parties shall seek, in good faith, to
negotiate a mutually acceptable Sponsorship Agreement that complies
with the terms set forth above, and if they cannot agree, their
disagreement shall constitute a dispute to be resolved under
Paragraph A of this Article, except that non-binding mediation shall
be undertaken if both parties request at the time of the initial
demand for arbitration. In order to resolve such a dispute, each
party shall prepare an Impasse Version of the Sponsorship Agreement
within 5 business days following the demand for arbitration, and the
arbitrator shall select the Impasse Version that appears in his or
her judgment and experience the most fair and reasonable, without
making any changes therein except for those necessary to reflect the
requirements set forth in this Paragraph C and the parties shall
promptly execute and implement the Impasse Version selected by the
arbitrator. The arbitrator shall use AAA's Expedited Procedures for
any such arbitration and shall rule solely upon the written
submissions of the parties. This Impasse Version/arbitration
procedure set forth above shall apply whenever the parties are
required to negotiate a Sponsorship Agreement in good faith under
the terms of this Agreement.
C. The terms "final decision", "appeal" and "judgment", as used in this
Article of the Agreement, have the meaning given them in the
Contract Disputes Act of 1978, 41 U.S.C. ss.ss.601-613, as amended.
The SUBCONTRACTOR shall indemnify and hold Contractor harmless
without limit from any and all liability of any kind incurred by or
imputed to SUBCONTRACTOR under 41 U.S.C. ss. 604, "Fraudulent
Claims," if SUBCONTRACTOR is unable to support any part of the
Sponsored Claim and it is determined by a final and non-appealable
judgment that such inability is attributable to fraud or
misrepresentation of fact, provided that Contractor offers to
negotiate in good faith a Sponsorship Agreement under which
SUBCONTRACTOR would be tendered the right to defend and appeal the
fraud allegation.
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BASIC ORDER AGREEMENT 04T002
XXV. Term
A. The term of this Agreement is for five (5) years (the "Term"), to
commence on the Commencement Date as defined in Order 001 and to
expire on the last day of the month in which occurs the fifth (5th)
anniversary of the Commencement Date, subject, however, to
extensions described in Paragraph B below.
B. SUBCONTRACTOR shall have the right and option to extend the Term
from the date upon which it would otherwise expire for two (2)
separate consecutive renewal periods of five (5) years each (each
such period being hereinafter called a "Renewal Period") upon the
same terms and conditions as are herein set forth except that the
Fixed Service Fee for each Renewal Period shall be determined in
accordance with this Paragraph. If SUBCONTRACTOR elects to exercise
any one or more of said options to renew, it shall do so by giving
notice of such election to Contractor on or before the date that is
twelve (12) months before the beginning of the Renewal Period for
which the Term is to be renewed by the exercise of such option. If
SUBCONTRACTOR elects to exercise any one or more of said options to
renew, the Term shall be automatically extended for the Renewal
Period(s) covered by the option or options so exercised. The Fixed
Service Fee for the Renewal Period shall be determined as follows:
ninety (90) days before the expiration of the then-current Term,
Contractor and SUBCONTRACTOR shall commence negotiations in good
faith to attempt to agree upon the Fixed Service Fee. If Contractor
and SUBCONTRACTOR cannot reach agreement by sixty (60) days before
the expiration of the then-current Term, Contractor and
SUBCONTRACTOR shall, no later than thirty (30) days before the
expiration of the then-current Term, designate a reputable,
qualified, independent attorney with at least ten (10) years
experience in government contracts, familiar with Fixed Service Fees
then being charged in the MSAAP and the rentals then being charged
in comparable buildings in the vicinity of the MSAAP (the
"Arbitrator"). AAA (single) binding arbitration rules shall be
invoked should the parties disagree with respect to the designated
Arbitrator. Within ten (10) days after such appointment, Contractor
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BASIC ORDER AGREEMENT 04T002
and SUBCONTRACTOR shall each submit a letter to the Arbitrator,
setting forth each of the respective parties' proposed Fixed Service
Fee for the Renewal Period in question and the rationale used in
determining it (respectively, "Contractor Letter" and
"SUBCONTRACTOR'S Letter"). If the proposals set for the Contractor's
Letter and Subcontractor's Letter differ by less than $50,000.00 per
annum, then the Fixed Service Fee shall be the average of the
proposals set forth in Contractor's Letter and SUBCONTRACTOR'S
Letter. If the estimates set forth in Contractor's Letter and
SUBCONTRACTOR'S Letter differ by $50,000.00 per annum or more, the
Arbitrator shall conduct such investigations and hearings as he or
she may deem appropriate and shall, within thirty (30) days after
the date of his or her appointment, choose either the proposal set
forth in Contractor's Letter or the estimate set forth in
SUBCONTRACTOR'S Letter to be the Fixed Service Fee and such choice
shall be binding upon Contractor and SUBCONTRACTOR. Notwithstanding
anything in the foregoing to the contrary, the Arbitrator shall
chose a Fixed Service Fee that at a minimum allows the Contractor to
recoup reasonable anticipated costs and reasonable anticipated
profit. The fees and expenses of the Arbitrator shall be shared
equally by the Contractor and the SUBCONTRACTOR.
C. In the Contract modification P00002, the Army authorized Contractor
to enter into tenant use agreements not to exceed twenty-five (25)
years, notwithstanding the fact that this time period may exceed the
term of the Contract, and contractually agreed to require any
successor facility use contractor to accept the terms and conditions
of subcontracts in place and in accordance with the Army's letter
dated June 10, 2004 (attached hereto as part of Exhibit A), the Army
has authorized Contractor to enter into a contract up to fifteen
(15) years with SUBCONTRACTOR. Contractor agrees in its sole
discretion to enforce such rights on behalf of SUBCONTRACTOR, if
necessary, in accordance with Article XXIV.
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BASIC ORDER AGREEMENT 04T002
XXVI. Insurance
A. From and after the Commencement Date or Occupancy Date, whichever is
earlier, SUBCONTRACTOR shall maintain the following insurance
polices in amounts not less than the following limits (or greater if
required by law):
1. Worker's Compensation and Employer's Liability.
a) State: Statutory
b) Applicable Federal: Statutory
c) Employer's Liability:
$100,000 Each Accident
$500,000 Disease, Policy Limit
$100,000 Disease, Each Employee
d) Including "Waiver of Our Right to Recover from Others
Endorsement"
2. Comprehensive or Commercial General Liability.
a) Bodily injury and property damage
$1,000,000 Per Occurrence
$5,000,000 General Aggregate
(1) including coverage for explosion, collapse and
underground property damage
(2) including Contractual Liability (Hold Harmless Coverage)
(3) including Fire Damage Liability
b) including Additional Insured Endorsement designating Mason
Technologies Inc.
3. Business Automobile Liability.
The policy shall provide coverage for all owned, hired and non-owned
automobiles used in connection with performing work under this
Agreement.
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BASIC ORDER AGREEMENT 04T002
a) Bodily Injury
$200,000 Per Person
$500,000 Per Occurrence
b) Property Damage
$20,000 Per Occurrence
c) or Combined Single Limit of
$520,000
4. Property Insurance.
All risks of direct physical loss to the Facilities on
replacement cost valuation basis.
B. At all times during performance, the SUBCONTRACTOR shall maintain
with the Contractor a current certificate of insurance showing the
insurance required by Paragraph A above and providing for thirty
(30) days written notice to the Contractor by the insurance company
prior to any cancellation or material change in policy coverage.
SUBCONTRACTOR'S failure to maintain a current certificate of
insurance, or any of the insurance policies certified therein, is
considered a breach of a material provision of this Agreement. Each
policy of insurance identified above shall name Contractor as an
Additional Insured, and SUBCONTRACTOR shall waive its rights of
subrogation against Contractor.
XXVII. Toxic and Hazardous Materials
The SUBCONTRACTOR and its contractors shall prohibit the storage and
disposal of non-defense toxic and hazardous materials on the Facilities
for non-DOD production unless otherwise exempted by the Secretary of the
Army pursuant to 10 USC ss. 2692. Toxic or hazardous materials, regardless
of ownership, brought onto the Facilities that will be consumed or
incorporated into products within a reasonable time frame, and removed
from the Facilities upon completion of the manufacturing process, are not
considered to have been "stored" for purposes of the above cited statue.
The SUBCONTRACTOR and its contractors shall dispose of excess hazardous
and toxic material or waste generated by the SUBCONTRACTOR or its
contractors on the Facilities in accordance with applicable environmental
laws and regulations, but in no event shall storage of such materials or
waste be permitted after expiration or termination of this Agreement
without written approval by the Contractor. Notwithstanding anything in
the foregoing to the contrary, SUBCONTRACTOR shall be permitted to use
limited quantities of hazardous material at the Facilities as described
and approved in the Permitted Use.
Page 33 of 39
BASIC ORDER AGREEMENT 04T002
XXVIII. Pre-Existing Conditions
The Army has, in the Contract modification P00002, retained the risk,
liability, responsibility and obligation to pay for and remedy any and all
pre-existing conditions at MSAAP including, but not limited to, violation,
remediation, corrective actions and closure and post-closure obligations
under State and Federal environmental statutes and regulations. If the
Army should decline to comply with the said provision, and SUBCONTRACTOR
is harmed thereby, Contractor agrees to negotiate in good faith a
Sponsorship Agreement so that SUBCONTRACTOR may seek (as a Sponsored
Claim) to enforce said provision, at SUBCONTRACTOR'S risk, cost and
expense.
XXIX. Miscellaneous
A. Waiver/Amendment. No waiver, alteration, modification or amendment
of this Agreement shall be valid unless in writing and signed by
both parties. No failure on the part of either party to exercise,
and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such
right preclude any other or further thereof or the exercise of any
other right under this Agreement.
B. Entire Agreement. This Agreement and the attached Orders constitute
the entire agreement of the parties with respect to the right to use
the Facilities and supersedes all prior agreements and undertakings,
both written and oral, between or among the parties hereto.
Page 34 of 39
BASIC ORDER AGREEMENT 04T002
C. Relationship of Parties. In all matters relating to this Agreement,
both parties will be solely responsible for the acts of their
employees, officers, directors, agents and contractors. Employees,
agents or contractors of one party shall not be considered
employees, agents or contractors of the other party. Neither party
shall have the right, power or authority to create any obligation,
express or implied, on behalf of the other party. The SUBCONTRACTOR
agrees to represent all business activities in its own name and in
no way represent the SUBCONTRACTOR'S company or its employees as
representatives or agents of the Contractor.
D. Severability. In the event that any provision of this Agreement
shall be found to be void or unenforceable, such findings shall not
be construed to render the other provisions of this Agreement either
void or unenforceable, and all other provisions shall remain in full
force and effect unless the provisions which are invalid or
unenforceable shall substantially affect the rights or obligations
granted to or undertaken by either party.
E. Reopener. This Agreement may be reopened, at the request of either
party, on each annual anniversary date for renegotiation or addition
of terms and conditions to be accomplished by mutual written
agreement; provided, however, that this provision does not create an
obligation on the part of either party to accept any proposed
amended or additional terms and conditions.
F. Publicity. The SUBCONTRACTOR agrees that the Contractor may use the
name and/or logo of SUBCONTRACTOR in order to publicize the
SUBCONTRACTOR'S presence at MSAAP, provided, in each case, the
Contractor obtains the SUBCONTRACTOR'S prior written consent for
such use. Contractor hereby agrees to indemnify and hold
SUBCONTRACTOR harmless from all loss, cost, damage and expense
including, without limitation, reasonable attorneys' fees, arising
out of Contractor's violation of this Paragraph E. This Paragraph E
shall survive the expiration or sooner termination of the Term.
Page 35 of 39
BASIC ORDER AGREEMENT 04T002
G. If (i) SUBCONTRACTOR has notified Contractor of its failure to
perform an obligation hereunder, (ii) after receipt of such notice,
Contractor fails promptly to commence and diligently to proceed to
cure such default, and (iii) Contractor remains in default in the
performance of such obligation for a period of thirty (30) days
after the date of SUBCONTRACTOR'S notice (or after such shorter
period as may be appropriate under the circumstances), and (iv)
Contractor is not then (at the expiration of such 30-day or other
appropriate period) in the process of proceeding diligently to cure
such default, then SUBCONTRACTOR may cure such default and
Contractor shall pay to SUBCONTRACTOR within thirty (30) days after
demand the reasonable cost paid by SUBCONTRACTOR.
H. Liquidated Damages. SUBCONTRACTOR shall pay to Contractor, as
liquidated damages, 150% of the applicable Fixed Service Fee as
defined in Orders issued hereunder that applies for all the time
SUBCONTRACTOR shall retain possession of the premises or any part
thereof after the termination of this Agreement, whether by lapse of
time or otherwise; but the provisions of this clause shall not
operate as a waiver by Contractor of any right of re-entry
hereinabove provided; nor shall any waiver by Contractor or its
right to terminate this Agreement for breach of covenants affect its
right to terminate this Agreement for any later breach of the same
or another covenant.
I. Force Majeure. Each party agrees that the other party shall not be
responsible for any delay or failure in completion or performance of
any of its obligations hereunder due to fire, flood, natural
catastrophe or any other occurrence commonly known as force majeure,
including war, riots, embargoes, strikes, or other concerted acts of
workers, casualties or accidents, acts of the government in either
its sovereign or contractual capacity, acts of God or any other
causes or circumstances beyond the control and without the fault or
negligence of the other party. Scheduled completion dates shall be
revised as mutually agreed if a delay or failure to perform arises
from any such cause. The parties further agree that, anything
contained in this Agreement to the contrary notwithstanding,
incidental and consequential damages, if any, are not recoverable
from either party.
Page 36 of 39
BASIC ORDER AGREEMENT 04T002
J. Army Consent; Equitable Adjustments. In any case where the rights
conferred upon SUBCONTRACTOR require the consent or approval of the
Army pursuant to the terms of the Contract, (a) Contractor hereby
agrees to diligently pursue such consent or approval and to
reasonably cooperate with, and assist, SUBCONTRACTOR in obtaining
same and (b) if the Army consents or approves any request of
SUBCONTRACTOR, Contractor shall have no rights to disapprove or deny
consent to such request. Notwithstanding anything in this Agreement
to contrary, in the event that the Contractor appears to be entitled
to an equitable adjustment under the terms of the Contract as a
result of Army actions that impede or delay or increase the cost of
SUBCONTRACTOR'S use of or work at the Facilities, the SUBCONTRACTOR
shall have a similar right to an equitable adjustment, but shall
enforce it exclusively through means of a Sponsored Claim. The
Contractor and SUBCONTRACTOR will at SUBCONTRACTOR'S request
negotiate a Sponsorship Agreement under which SUBCONTRACTOR may seek
the equitable adjustment as a Sponsored Claim.
K. Administrative Offices. Notwithstanding anything in this Agreement
to the contrary, Contractor and SUBCONTRACTOR agree that
SUBCONTRACTOR shall have the right to occupy office space at the
Facilities (the "Occupancy Date") prior to the Commencement Date
upon terms and conditions to be mutually agreed upon and described
in Orders issued hereunder.
L. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one
and the same instrument. Each counterpart may consist of a number of
copies hereof each signed by less than all, but together signed by
all of the parties hereto. Facsimile
Page 37 of 39
signatures on this Agreement and any of the agreements and documents
executed in connection herewith shall be deemed original signatures
for all purposes.
Page 38 of 39
BASIC ORDER AGREEMENT 04T002
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers this 14th day of July, 2004.
CONTRACTOR: SUBCONTRACTOR:
MASON TECHNOLOGIES INC. IONATRON INC.
BY: BY:
----------------------- -----------------------
Kim R. Spiers Thomas C. Dearmin
Vice-President & General Manager President & Chief Executive Officer
Authorized Representative Authorized Representative
DATE: DATE:
----------------------- -----------------------
Page 39 of 39
BASIC AGREEMENT NO. 04T002
IONATRON
EXHIBIT A - PERMITTED USE
The following documents, attached hereto as EXHIBIT A, constitute the
SUBCONTRACTOR's permitted use of the Facilities as defined in the Agreement
Letter dated April 28, 2004 from MTI to the Army
SUBJECT: Conceptual Approval -- Ionatron Building 9101
Letter dated May 10, 2004 from the Army to MTI
SUBJECT: Conceptual Approval -- Ionatron Building 9101
E-Mail dated May 17, 2004 from MTI to the Army
SUBJECT: Ionatron Conceptual Approval
Letter dated June 10, 2004 from the Army to MTI
SUBJECT: Conceptual Approval -- Ionatron Building 9101
Letter dated June 18, 2004 from MTI to the Army
SUBJECT: Request for Information for IONATRON Tenant Use Contract
Letter dated June 23, 2004 from the Army to MTI
SUBJECT: Ionatron/Mason Technologies Incorporated (MTI), Facility-Use
Agreements, DAAA09-92-E-0007
Mason Technologies Inc.
Day & Zimmerman
Building 9100, Stennis Space Center, MS 39529-7099
(228) 689-8000
April 28, 2004 IN ANSWER REPLY TO: 04-04-09
THRU: Administrative Contracting Officer
Contract No. DAAA09-92-E-0008
Mississippi Army Ammunition Plant
Stennis Space Center, MS 39529-7099
ATTENTION: SJMMS-CR
TO: DEPARTMENT OF THE ARMY
U.S. Army Joint Munitions Command
1 Rock Island Arsenal
Rock Island, IL 61299-6000
ATTENTION: Mr. Doug Borgeson
SUBJECT: Conceptual Approval -- Ionatron
Building 9101
Dear Sir:
Attached please find a conceptual proposal submitted for your approval regarding
Ionatron's use of Building 9101 to assemble the Directed Energy Weapon System.
The prospect has requested use of the center of Building 9101, which is 117,318
square feet in size.
As such, we hereby request:
o Authorization to execute up to a twenty five (25) year tenant use
contract;
o Relief of liability from Acts of God in accordance with FAR 52.245-8; and
o Recognition that in the event governmental requirements are implemented
which impact or affect the plans of Clause A-2 of Contract
DAAA09-92-E-0007 as they are flowed down to the above, Ionatron may seek
equitable adjustment from the government through the facility use
contractor.
o Recognition of Ionatron as third-party beneficiary to clause H-1 of the
Facility Use Contract in relation to pre-existing conditions at MSAAP.
If further information is required, please contact Wayne Gouguet at (228)
689-8170 or wgouguet@msaap.com.
Sincerely,
MASON TECHNOLOGIES INC.
/s/ Kim R. Spiers
Kim R. Spiers
Vice-President & General Manager
Attachment
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
1. LOCATION DESCRIPTION 117,318 square feet, Building 9101
2. DESCRIPTION OF PROPOSED USE:
Ionatron Inc. is a publicly traded development stage company that has
developed and tested a proprietary new Directed Energy Weapon technology,
which, in a non-lethal mode, can direct electrical discharges through the
atmosphere to disable vehicles, such as cars, trucks or boats, without
banning the vehicles' occupants. These discharges can also shut down
electronic and communications equipment. When fully developed, this
technology will also have the capability of stunning personnel, in a
manner similar to a common TASER(R) -- but in a wireless manner and over
much longer distances. Ionatron has already commenced the production of a
limited number of prototypes for customer evaluation and testing within
the customers' specific environments and missions. Ionatron believes its
technology is superior to many of the other Directed Energy technologies
in development, due to its low average power requirements and potential
compact size. Ionatron's technology is also multifunctional in capability,
with various military, homeland defense and law enforcement applications.
Ionatron has recently secured several US Government contracts and had its
technology funded as a line item in the 2004 DOD Defense Budget. Ionatron
expects to use the cash from the merger to accelerate its technology
development and prototyping activities. Ionatron currently has
approximately $20M in backlogged projects and expects this to grow to $80M
in 2005.
Ionatron is interested in leasing, initially, 117,318 sq. feet in the
center of Building 9101 due north of the existing office areas to assemble
the directed energy weapon system. The potential exists for expansion once
the development technology enters the production phase.
Ionatron will perform testing of ultra-short lasers in an indoor test
range to be built us part of the new ARMS facility modifications. There
will be no emissions or special requirements for this testing other than
the laser safety systems which are included with the development of the
test facility. Testing will involve High Voltage power supplies and High
Voltage discharges, including Ionatron's man-made lightning technology.
This will be accomplished within a special indoor test range contained
within a Faraday cage to preclude the release of any EMI. Testing of the
effects of Ionatron's man-made lightning technology against targets
furnished by Ionatron's customers will be performed inside a specially
fabricated enclosure to preclude EMI emissions. There will be no testing
that causes any generation of hazardous waste or atmospheric emission. The
electromagnetic (EMI) emissions from the testing will be contained by a
Faraday cage and should not impact any surrounding areas.
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
3. LIST OF BUILDINGS/STRUCTURES REQUIRED
Building 9101
4. LIST OF GOVERNMENT REQUIRED EQUIPMENT
Phones and misc. smaller equipment.
5. ESTIMATED PERIOD OF USE
Five-year contract with multiple year options up to 25 years.
6. EMPLOYMENT LEVEL 200 persons within two years
7. IMPACTS
EMERGENCY PRODUCTION ASSIGNMENT
Building 9101 is not an emergency production building.
CRITICAL SKILL RETENTION
Tenant will provide critical skills in the form of quality technicians,
gauge/laboratory technicians, production engineers, machinists,
accountants/personnel management and data processing technicians.
INFRASTRUCTURE
Tenant would provide no support to other tenants.
PROJECT
Not Applicable
CONSIDERATION/REVENUE
Estimated, $700,000 annually (negotiations continue, consideration will be
directly related to ARMS expenditure); see attachment
NTV'S
Tenant is requesting no NTV's
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
CULTURAL RESOURCES
No structures on the installation are of any cultural significance. MSAAP
has on file a letter from the SHPO stating no structures on the
installation are of any cultural significance. No cultural resources will
be affected by this activity
OTHER EXISTING TENANTS
Activity should have no affect on other tenants in adjacent areas.
8. REQUESTED ARMS INCENTIVES
ARMS funding valued at approximately $4.5 million is anticipated at this
time to be required to modify the area. In general terms, modifications
include but are not limited to (see attachment):
o Air conditioning of approximately 52,570 sq. ft of
manufacturing/assembly space which will include construction of
walls and installation of a dropped ceiling.
o Necessary utility distributions to include electrical hot water,
compressed air.
o Complete clean up of area to include removal of excess utility
systems.
o Refurbishment of floors to include filling of pits and trenches.
o Removal of unnecessary abandoned production equipment and support
structures.
9. ENVIRONMENTAL CRITERIA
a. Is the activity/process DoD or Non-DoD related? Explain. (10 U.S.C.
2692) Non-DOD, DOD and other federal agencies
b. Hazardous Waste Generation
1. Will the activity/process require the use of hazardous materials
(DoD or Non-DoD)? Yes, non-DOD Federal Agency
What type? Limited quantities of hazardous materials will be
introduced related to operation and maintenance activities.
(Solvents, paints, pesticides, fuel, lubricating oils, engine
coolants, welding gases, etc)
Quantities? Projected storage? (40 CFR 260-272, 10 U.S.C. 2692)
Isopropyl alcohol-<20 gallons, solvent based paints-<50 gallons,
welding gear-<10 cylinders
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
2. If Non-DoD use, in accordance with 10 U.S.C. 2692 (b-8) (Section
2843-Exception to the prohibition on the storage and disposal of
non-defense toxic and hazardous materials), has approval been
obtained from the Secretary of the Army? No, materials used will be
in small quantities and will be consumed.
If approval from the Secretary of the Army has not been granted, an
exception must be obtained for storage and disposal of non-defense
toxic and hazardous materials on military installations. Will the
materials brought onto the installation be consumed or incorporated
into an approved process? (10 U.S.C. 2692) Yes, will be consumed.
3. Will the activity/process generate hazardous waste? If any hazardous
waste is generated it would probably be as a result of listed pent
solvents removed from a parts washer.
If yes, what type/waste stream? Isopropyl alcohol (spent solvent)
Quantity? Minimal - <10 gallons/month
Specific EPA waste codes? D001
What is the projected rate of Generation per month? (44) CFR 2.6.34)
Total hazardous waste generation will be <220 lb/mo CESQG -
Projected generation -- less than 120 gallons annually
4. Will the projected rate of generation of hazardous waste cause or
could it cause the storage of this waste to exceed the accumulation
timeframe for on-site storage allowed by 40 CFR 262? Explain. No.
5. What will the method be for proper disposal of hazardous waste?
Explain in detail All waste hazardous, non-hazardous, and universal
will be disposed of in accordance with state and federal regulations
at an appropriate facility.
Does the facility contractor contemplate using any of the permitted
hazardous waste Treatment, Storage, Disposal Facilities (TSDF) owned
by the Army? Explain in detail. No.
If the hazardous waste is to be disposed of off-site, please provide
the name of permitted TSDF and their EPA identification number(s).
(40 CFR 262.12, 264) Because of the minimal volumes of wastes
involved, Ionatron will use a local waste broker.
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
6. Does the activity/process involve bringing hazardous waste on-site
for use, treatment, storage, or disposal? Explain in detail. (40 CPR
264,265) No
7. Will demilitarization by thermal treatment of ammunition be done
on-site? Is the material related to DoD ammunition items? No
What type of material/hazardous waste will be brought on-site? No
hazardous waste will be brought on site.
Is the facility contractor willing to obtain the appropriate
hazardous waste TSDF permit for their specific operation(s) if
denied the use of any owned permitted TSDF facilities? N/A
What facilities will be used? N/A
What will be the duration of use? N/A
How will the ash/residue from the demilitarization process be
handled/disposed of? N/A
Is a similar demilitarization operation currently being performed at
your facility? (40 CFR. 260-265, 10 U.S.C. 2692) N/A
8. Are proposed activities & processes stipulated in the existing
current PCRA permit? No RCRA permit. A new EPA ID Generator ID will
be obtained for Ionatron operations.
9. Will the proposed activities/processes require the use of the
on-post sanitary landfill? MSAAP does not have an active landfill.
How will the disposal of solid waste be handled and by whom? (40 CFR
258). Solid waste designated for disposal will be disposed of at a
commercial offsite landfill.
10. The facilities use/coordination contractor may be contractually
bound to reimburse the Government for fines and penalties paid by
the Government due to violation(s) of environmental laws/regulations
caused by your operations. Is the facilities use/coordination
contractor willing to accept this liability? MTI will abide by the
contractual requirements of our Army agreement.
c. Environmental Baseline Study (EBS)
1. Has an Environmental Baseline Study (BBS) been performed? Yes. See
attached.
d. Permits:
1. What type of Federal, State, or Local permits is required for the
activity/process? None
2. Is the proposed activity/process currently identified under an
approved/current operation permit? Explain in detail. No
3. Will the existing permit be used in the event the waste stream is in
conjunction with permit restrictions? Explain. (CWA, CAA, RCRA,
etc.) No
4. What are the expected air emissions from projected operations? Will
a permit to operate a new stationary source be required? None
Will the projected activities contribute to an increase in the
facility's overall VOC
emissions? Explain. (42 U.S.C. 7401-7671) None
5. Is your facility located in a National Ambient Air Quality Standard
(NAAQS) non-attainment area? MSAAP is located in an attainment area.
6. What arc the expected wastewater effluents? Does the existing permit
require modifications? Explain. (40 CFR 122.1) No Domestic sewage
goes to the on-site NPDES permitted treatment plant.
7. Will the facility contractor be willing to obtain their own
operating permit for identified operations and designate yourself as
the "Operator" of the facility(ies)? Explain. (CWA, CM, RCRA, etc.)
MTI will abide by the contract's requirements of our Army agreement.
8. In the event a Notice of Violation (NOV) is issued to the Government
as a result of the facility contractor's operations exceeding
any/all permit limitations, will you reimburse the Government for
any fines/fees incurred relating to the NOV(s)? MTI will abide by
the contractual requirements of our Army agreement.
e. Ozone Depletion Potential
1. Will the activity/process require the use of Class 1 Ozone Depleting
Substances? Explain. (40 CFR 82) No
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
f. National Environmental Policy Act
1. Is the facility contractor willing to abide by the environmental
documentation requirements as stipulated by NEPA in accordance with
Army Regulation (AR) 200-2? (42 U.S.C. 4321) Yes.
2. Has the activity/process previously been conducted at the
installation? Explain. (42 U.S.C. 4321) Yes, assembly activities
have occurred at MSAAP.
3. Is there approved/NEPA documentation on-site that adequately
discusses the proposed activity/process? Explain. (42 U.S.C. 4321)
Yes, the original EIS addressing the construction of the MSAAP.
4. Will the activity/process require preparation of an Environmental
Assessment (EA)? Environmental Impact Statement (EIS)? Is the
projected use adequately covered by a Categorical Exclusion (CX) as
identified in AR 200-2? A REC CX will be generated to cover the
construction effort.
g. Environmental Program
1. Will the facility contractor allow the ACO/COR staff and this
Headquarters to review any/all aspects of the subcontractor's
operations relating to environmental compliance? Yes
2. Will the facility contractor be wilting to abide by the requirements
as stipulated under SARA Title UI, Community Right-to-Know? (40 CFR
302, 355, 370) Yes
3. Will the facility contractor be willing to abide by the requirements
as stipulated in Executive Order 12856 (Right-to-Know Laws and
Pollution Prevention Requirements)? Yes
4. Will the proposed facility use utilize any current or proposed
CERCLA sites/operations? Explain in detail. (40 CFR 355.20) No.
There are no CERLA sites located at MSAAP' under the control of JMC.
ENVIRONMENTAL BASELINE STUDY
1. PROPOSED ACTION: Ionatron intends on using the center of 9101 to assemble
and test proprietary advanced Directed Energy Weapon technology.
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
2. BASELINE ACTION: A baseline study was conducted for the proposed action
cited in paragraph 1 above. The baseline consisted of the following:
a. A comprehensive record search completed on April 23, 2004 included a
review of the following areas:
MSAAP Environmental Impact Statement, dated January 1976
EPA Draft RCRA Facility Assessment, dated Sept 1993
NPDES Permit, dated November 2002
Phase II Environmental Assessment, Building 9101, dated December 4,
1998
b. The building under consideration was examined on May 29, 2003 and
evaluated for the intended use by the following means:
1. Reviewed aerial photos.
2. Visually inspection of the specific arcs.
3. Personal experience as an environmental engineer from
1980-1990
3. SUMMARY: A phase LI Environmental Assessment was conducted in 1998 as a
prerequisite to The Boeing Co. locating in building 9101. No major
environmental hazards were found. Low levels of Tricidoroethylene (TCE)
were found beneath the slab. Some lead based paint was found to have been
used in the building. General petroleum contamination consistent with a
metal working facility is present. No PCB transformer oil is believed to
exist
Completed by: Wayne Gouguet
April 23, 2004
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
RECORD OF ENVIRONMENTAL CONSIDERATION (REC)
PROJECT TITLE: Ionatron, Bldg. 9101
BRIEF DESCRIPTION: Ionatron intends on using the center of 9101 to assemble and
test proprietary advanced Directed Energy Weapon technology.
ANTICIPATED DATE AND/OR DURATION OF PROPOSED ACTIONS: Fall construction 2004.
REASON FOR USING RECORD OF ENVIRONMENTAL CONSIDERATION (CHOOSE ONE):
a. Adequately covered in an (EA, EIS, dated January 1976. The EA/EIS may be
reviewed at the Mississippi Army Ammunition Plant, Stennis Space Center,
Mississippi.
B. IS CATEGORICALLY EXCLUDED UNDER THE PROVISION OF CX A-7 AR 200-2. APPENDIX
A (AND NO EXTRAORDINARY CIRCUMSTANCES EXIST AS DEFINED IN PARAGRAPH 4-3).
No significant construction efforts other than modifications to the existing
structure are foreseen.
//signed//
Wayne Gouguet April 23, 2004
- ----------------------- ----------------------
Mason Technologies Inc. Date
Facility Contractor
IONATRON
BUILDING 9101
REQUEST FOR USE OF FACILITIES/ARMS FUNDS
MANDATORY CHECKLIST
MISSISSIPPI AAP
DEPARTMENT OF THE ARMY
HEADQUARTERS, U.S. ARMY JOINT MUNITIONS COMMAND
1 ROCK ISLAND ARSENAL
ROCK ISLAND, IL 61299-6000
REPLY TO
ATTENTION OF:
ARMS OFFICE May 10, 2004
SUBJECT: Conceptual Approval - Ionatron Building 9101
Ms. Kim R. Spiers
Vice-President & General Manager
Mason Technologies Incorporated
Building 9100
Stennis Space Center, MS 39529-7099
Dear Ms. Spiers:
Reference is made to your Conceptual Approval request of April 28, 2004,
for Ionatron's use of Building 9101; Re: 04-04-009.
The Armament Retooling and Manufacturing Support Team has completed their
review of the conceptual proposal and hereby grants conditional approval,
pending receipt of funding, for Ionatron use of 117,318 square feet in the
center of Building 9101 to assemble the Directed Energy Weapon system.
Additionally, authorization is given for:
o A five (5) year contract with use of mutual options;
o Relief of liability from Acts of God in accordance with FAR 52.245-8;
o Recognition that in the event governmental requirements are implemented
which impact or affect the plans of Clause A-2 of DAAA09-92-E-0007 as they
flow down to the above, that MTI may seek equitable adjustment from the
Government through the facility use contractor and;
o Recognize Ionatron as a 3rd party beneficiary to clause H-1 of the
facility use contract in relation to pre-existing conditions at
Mississippi Army Ammunition Plant.
The point of contact is the undersigned, borgesond@us.army.mil Mr. Borgeson's
phone number is 309-782-6115.
Sincerely,
/s/ Douglas A. Borgeson
Douglas A. Borgeson
Contracting Officer
Bonnie Barnum
From: Kim Spiers
Sent: Wednesday, June 16, 2004 10:01 AM
To: Bonnie Barnum; Kim Spiers
Subject: FW: IONATRON CONCEPTUAL APPROVAL
Importance: High
- --Original Message----
From: Kim Spiers
Sent Monday, May 17, 2004 2:47 PM
To: `Borgeson, Douglas Mr AFSC; `krspiers@msaap.com'; `Mesa,
Susan (Sue) Ms AFSC'; Terry Stevenson (E-mail)';. `JOHN
CECCONI (E-mail); `Wayne Gouguet (E-mail 2)'
Cc `Brown, Pamela'; `Stieger, Rick Mr AFSC'
Subject: RE: IONATRON CONCEPTUAL APPROVAL
Importance: High
Just got a call from Washington as plans have been made to bring Ionatron's CEO
and Gov. Barbour to MS for the contract signing on Thursday, May 20. I'm
inserting the language Ionatron has restated in its proposal regarding the
contract term and renewal options. MTI cannot sign up to this language without
the approval as requested in our conceptual request. I need to let them know by
tomorrow if we will be able to incorporate the Army's full consent.
B. SUBCONTRACTOR shall have the right and option to extend the Term from the
date upon which it would otherwise expire for three (3) separate
consecutive renewal periods of five (5) years each (each such period being
hereinafter called a "Renewal Period") upon the same terms and conditions
as are herein set forth except that fixed service fee for each Renewal
Period shall be promptly negotiated in good faith by the parties. If
SUBCONTRACTOR elects to exercise any one or more of said options to renew,
it shall do so by giving notice of such election to Contractor on or
before the date that is twelve (12) months before the beginning of the
Renewal Period for which the Term is to be renewed by the exercise of such
option. If SUBCONTRACTOR elects to exercise any one or more of said
options to renew, the Term shall be automatically extended for the Renewal
Period (s) covered by the option or options so exercised.
C. In the Contract modification P00002, the Army authorized Contractor to
enter into tenant use agreements not to exceed twenty-five (25) years,
notwithstanding the fact that this time period may exceed the term of the
Contract, and contractually agreed to require any successor facility use
contractor to accept the terms and conditions of subcontracts in place and
in the Army's approval to Request for Consent has authorized Contractor to
enter into a contract up to twenty-five (25) years with SUBCONTRACTOR.
Contractor agrees to enforce such rights on behalf of SUBCONTRACTOR, if
necessary.
Thank you.
DEPARTMENT OF THE ARMY
HEADQUARTERS, U.S. ARMY JOINT MUNITIONS COMMAND
1 ROCK ISLAND ARSENAL
ROCK ISLAND, IL 61299-6000
REPLY TO
ATTENTION OF:
ARMS OFFICE June 10, 2004
SUBJECT: Conceptual Approval - Ionatron Building 9101
Ms. Kim R. Spiers
Vice-President & General Manager
Mason Technologies Incorporated
Building 9100
Stennis Space Center, MS 39529-7099
Dear Ms. Spiers:
Reference is made to your Conceptual Approval request of April 28, 2004, for
Ionatron's use of Building 9101; Re: 04-04-009.
The Armament Retooling and Manufacturing Support (ARMS) Team has further
reviewed the Ionatron conceptual proposal and finds that the subcontractor
language you proposed in your e-mail of May 17, 2004, to Mr. Borgeson and Ms.
Susan Mesa is acceptable.
Additionally, the ARMS team authorizes Ionatron use of 117,318 square feet in
the center of Building 9101 to assemble the Directed Energy Weapon system,
pending receipt of funding in the amount of $2,000,000.00.
The point of contact is the undersigned, borgesond@us.army.mil Mr. Borgeson's
phone number is 309-782-6115.
Sincerely,
Douglas A. Borgeson
Contracting Officer
CF:
AMSFS-CCA-I PCO/Mr. Stieger
MSAAP PCO/SJMMS-CR/Mr. Cecconi
MSAAP/SJMMS-CAP/Mr. Stevenson
Mason Technologies Inc.
Day & Zimmerman
Building 9100, Stennis Space Center, MS 39529-7099
(228) 689-8000
June 18, 2004 IN ANSWER REPLY TO: 04-04-09
THRU: Administrative Contracting Officer
Contract No. DAAA09-92-E-0008
Mississippi Army Ammunition Plant
Stennis Space Center, MS 39529-7099
ATTENTION: SJMMS-CR
TO: DEPARTMENT OF THE ARMY
U.S. Army Joint Munitions Command
1 Rock Island Arsenal
Rock Island, IL 61299-6000
ATTENTION: Mr. Doug Borgeson
SUBJECT: Request for Information for IONATRON Tenant Use Contract
Dear Sir:
During our recent and on-going negotiations with IONATRON, the following issue
has been presented by Ionatron regarding use of the MSAAP facilities:
1. In the event that the Government terminates MTI's Facility Use Contract,
and provided that Ionatron is not in default of any of the terms,
conditions or covenants of its tenant use contract with MTI beyond any
applicable notice and cure periods, will the Army agree to: (I) recognize
IONATRON's tenant use subcontract and not disturb its possession of the
Facilities thereunder?; (ii) if MTI is replaced with a successor facility
use contractor, cause such facility use contractor to agree to recognize
IONATRON's tenant use subcontract and not disturb its possession of the
Facilities thereunder; and (iii) if the Army transfers possession of the
Facilities covered by MTI's Facility Use Contract to another Government
Agency, will the Army make its agreements under (i) and (ii) binding on
the successor Government Agency as a part of IONATRON's tenant use
subcontract?
We respectfully request written response on behalf of Ionatron no later than 25
June 2004 so that we may successfully conclude contract negotiations.
Should you have any questions please contact the undersigned at (228) 689-8729.
Sincerely,
MASON TECHNOLOGIES INC.
/s/ Kim R. Spiers
Kim R. Spiers
Vice-President & General Manager
DEPARTMENT OF THE ARMY
HEADQUARTERS, U.S. ARMY JOINT MUNITIONS COMMAND
1 ROCK ISLAND ARSENAL
ROCK ISLAND, IL 61299-6000
REPLY TO
ATTENTION OF:
ARMS OFFICE June 23, 2004
SUBJECT: Ionatron/Mason Technologies Incorporated (MTI), Facility-Use
Agreements, DAAA09-92-E-0007
Ms. Kim R. Spiers
Vice-President & General Manager
Mason Technologies Incorporated
Building 9100
Stennis Space Center, MS 39529-7099
Dear Ms. Spiers:
References:
a. Facilities Use contract, DAAA09-92-E-0007/P00002, dated 22 August 1995:
b. Mason Technologies Incorporated letter of August 12, 2003, Subject: Use
Agreements; and
c. ARMS Office letter of 25 September 2003, SUBJECT: Mason Technologies
Incorporated (MTI), Facility-Use Agreements, DAAA09-92-E-0007; and
d. Mason Technologies Incorporated letter of Jims 18, 2004, regarding
information for Ionatron Tenant Use Contract Re: 04-04-009.
Reference a., page 2 of 4 states: "Tenant use contract length authorization,
termination, and liability under facility use contracts
A. The government hereby authorizes the contractor to enter into tenant use
contracts under this facility use contract during the term of the facility
as approved by the government for time periods not to exceed twenty five
years (25) years from the date of the tenant use contract, notwithstanding
the fact that said time periods may exceed the term of this contract."
The letter in reference b. states; "The terms and conditions of the Facility-Use
contract provide that the terms of subcontracts will be included in any
successor contractor (sic) contract. In the event there is no successor
contract, the Army intends to comply with the terms and conditions of all
tenant-use agreements for existing subcontractors."
Further, it is suggested that you review the Facility-Use contract terms and
conditions of DAAAO9-93-E-0008/P00002, as the narrative on page 2 further spells
out the condition by which any follow-on Facility-Use Contractor would be
responsible to . (Encl 1)
Additionally, it is requested that submit a proposal for the IONATRON effort
which is not in excess of $2,000,000.00.
In the event that you require further assistance the point of contact is Ms.
Susan M. Mesa, 309-782-0321.
Sincerely,
/s/ Douglas A. Borgeson
Douglas A. Borgeson
Contracting Officer
ENCL
as
CF:
AMSFS-CCA-I PCO/Mr. Stieger
MSAAP PCO/SJMMS-CR/Mr. Cecconi
MSAAP/SJMMS-CAP/Mr. Stevenson
BASIC AGREEMENT NO. 04T002
IONATRON
EXHIBIT B - TENANT PLANS
The following documents attached hereto constitute the SUBCONTRACTOR's Tenant
Plans as referenced in the Agreement.
EXHIBIT B-I TENANT - FIRE PROTECTION AND PREVENTION
PROGRAM
No. GP-1-042-102.10T
EXHIBIT B-2 TENANT - SECURITY PLAN
No. PL 04-090-007-T
EXHIBIT B-3 TENANT - ENVIRONMENTAL PLAN
No. PL O1-042-003-T
EXHIBIT B-4 TENANT - SAFETY PROGRAM PLAN
No. PL 01-042-100-T
EXHIBIT B-5 RESERVED
EXHIBIT B-6 TENANT - PROPERTY CONTROL PLAN
No. PL 03-060-100-T
BASIC ORDER AGREEMENT 04T002 EXHIBIT B
MASON TECHNOLOGIES INC. No.: GP 01-042-102.10-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - FIRE PROTECTION AND Area: Ionatron Inc.
PREVENTION PROGRAM Contract No.: 04T002
- --------------------------------------------------------------------------------
REVIEWS AND CONCURRENCES
Originator/Environmental, Safety & Health Manager: illegible 7/2/04
------------------------------
Engineering & Facility Maintenance Director: illegible 7/2/04
------------------------------------
APPROVALS
Contract Administrator: illegible 7/2/04
------------------------------
------------------------------
DATA CENTER
APPROVED
ISSUE
Ionatron
No. 2
7/2/04
------------------------------
NOTE: This procedure is for MTI use only. Copies without the red issue stamp are
not officially-controlled copies and, therefore, may not contain current
information.
1
MASON TECHNOLOGIES INC. No.: GP 01-042-102.10-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - FIRE PROTECTION AND Area: Ionatron Inc.
PREVENTION PROGRAM Contract No.: 04T002
- --------------------------------------------------------------------------------
PROCEDURE CHANGES/REVISIONS
Revision Change Page(s) Total
Letter No. Affected Authority Pages
------ --- -------- --------- -----
Initial Issue June 28, 2004 4
2
MASON TECHNOLOGIES INC. No.: GP 01-042-102.10-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - FIRE PROTECTION AND Area: Ionatron Inc.
PREVENTION PROGRAM Contract No.: 04T002
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Topic Page
COVER/TITLE PAGE......................................................1
PROCEDURE CHANGES/REVISIONS...........................................2
TABLE OF CONTENTS.....................................................3
1.0 PURPOSE...............................................................4
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES.................................4
3.0 FACILITY CONTRACTOR RESPONSIBILITIES..................................4
3
MASON TECHNOLOGIES INC. No.: GP 01-042-102.10-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - FIRE PROTECTION AND Area: Ionatron Inc.
PREVENTION PROGRAM Contract No.: 04T002
- --------------------------------------------------------------------------------
1.0 PURPOSE
This plan establishes areas of responsibility and procedures for
protection of personnel and property from fire and explosion hazards
within the Tenant/Subcontractors facility and surrounding area
consistent with sound engineering and economic principles and current
national standards and codes,
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES
The Tenant/Subcontractor shall:
a. Maintain a high degree of fire safety by adopting and
enforcing sound fire prevention measures;
b. Promptly attack fires with available extinguishing devices
when the fire is in an incipient state;
c. Require the timely evacuation of personnel from a fire area;
d. Promptly activate the building fire alarm at the manual pull
station;
e. Promptly notify the Stennis Space Center fire department
(extension 8191) and MTI security personnel by phone to
include details concerning type of fire, extent of fire,
building number, location in building, hazard to life
potential, callers name and phone number from which call is
made;
f. Prohibit parking in fire lanes;
g. Prohibit the blocking of fire exits, aisles and passageways by
obstacles that could impede, block or obstruct the orderly
exit of personnel from the area;
h. Conduct a visual inspection of said facility on a frequent
basis to monitor the status of all fire prevention and
protection devices, rules and regulations;
i. Train all employees in the use of fire extinguishers and alarm
devices;
j. Conduct annual unannounced fire drills to monitor the
preparedness of employees with regard to evacuation
procedures.
3.0 FACILITY CONTRACTOR RESPONSIBILITIES
The Facility Contractor shall insure that the SSC Fire Department will:
a. Perform monthly fire inspections, to include portable fire
extinguishers;
b. Perform periodic tests of alarm and sprinkler systems.
4
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
REVIEWS AND CONCURRENCES
Originator/Engineering & Facility Maintenance Director: illegible 7/2/04
-------------------------
APPROVALS
Contract Administrator: illegible 7/2/04
-----------------------
------------------------------
DATA CENTER
APPROVED
ISSUE
Ionatron
No. 2
7/2/04
------------------------------
NOTE: This procedure is for MTI use only. Copies without the red issue stamp
are not officially-controlled copies and, therefore, may not contain
current information.
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
PROCEDURES CHANGES/REVISIONS
Revision Change Page(s) Total
Letter No. Affected Authority Pages
------ --- -------- --------- -----
Initial Issue June 28, 2004 7
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Topic Page
- ----- ----
COVER/TITLE PAGE......................................................1
PROCEDURE CHANGES/REVISIONS...........................................2
TABLE OF CONTENTS.....................................................3
1.0 PURPOSE......................................................4
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES........................4
3.0 FACILITY CONTRACTOR RESPONSIBILITIES.........................7
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
1.0 PURPOSE
This plan establishes areas of responsibility and procedures for the
physical security of government, contractor and tenant/subcontractor
property in accordance with the terms and conditions of the agreement
between the Facility contractor and tenant/subcontractor.
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES
The Tenant/Subcontractor shall instruct all employees:
a. In the security rules and regulations of the Stennis Space
Center and Mississippi Army Ammunition Plant sites;
b. Not to attempt to enter Restricted, Exclusion or Limited
access security areas without proper authorization and to
restrict all travel within the Mississippi Army Ammunition
Plant to direct routes to and from the employee's work site;
c. In the proper method of wearing Security badges and in
procedures for lost or forgotten badges;
d. In safe motor vehicle operation on site including traffic
regulations and penalties;
e. To complete DA Form 3626 (private vehicle-registration/driver
record) to include proof of liability insurance;
f. That random inspections will be conducted on all vehicles and
property carried by personnel entering and leaving the site,
and shall instruct all employees as to the proper compliance
procedures;
g. In proper parking Locations and procedures;
h. That Government/Facility contractor items will not be
authorized for removal at any time;
i. That contraband may not be transported into the installation.
Employees discovered with firearms or explosives will be
immediately relieved of their duties and escorted off site;
j. Not to deface, destroy or disturb any notice, sign, fence,
building equipment or other item;
k. Not to solicit, peddle, canvass or conduct personal business
on the site;
l. Not to visit other buildings or personnel on the Mississippi
Army Ammunition Plant Site unless on authorized business along
with the prior approval of the visited company.
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
m. That the maximum number of authorized vehicles permitted for
registration is two. All registered decals issued must be
returned to MTI upon cessation of use (i.e. termination of
employment, sale of vehicle, windshield replacement, etc.)
regardless of the condition of the decal.
n. Operators and passengers of vehicles are required to wear seat
belts and that posted speed limits will be enforced.
The Tenant/Subcontractor shall:
a. Have all visitors comply with standard operating procedures of
the SSC/MSAAP sites;
b. State where deliveries will be made, where shipments will be
Loaded;
c. Describe how keys will be controlled;
d. Notify the Facility contractor's Security department and the
Hancock County Sheriff's department if a situation arises that
could develop or lead to a labor disturbance. Civil
disturbances will be handled by the Hancock County Sheriff.
The Tenant/Subcontractor shall comply with the following incident
reporting procedure:
Incidents may include any of the following:
a. Fire or explosion of any type.
b. Theft or loss by employees/visitors; or, break-ins of unknown
origin.
c. Terrorist activities or acts of work place violence.
Following immediate action to secure emergency response as outlined
below, all incidents will be promptly reported to MTI Security (Tel #:
8824). MTI, in turn, will promptly notify the Army Commander's
Representative, or an Army staff representative in the CR's absence, as
necessary.
It is understood that the security provided by the Contractor does not
include armed guards and is insufficient to prevent terrorist attacks,
and under no circumstance shall the Contractor be responsible (whether
in breach of contract or in negligence) to the SUBCONTRACTOR for such
attacks or for any harm caused thereby or by acts of war or civil
insurrection.
1. Fire/Explosion
a. Emergency Response/Notifications:
(1) Automatic Surveillance Fire Alarm System
o NASA Fire Department notified automatically
through the alarm system
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
o NASA notifies MTI Security. (Redundancies:
Tenant Notification and MTI Security
monitoring of alarm condition)
o MTI Security response:
>> Notify MTI Management and Army CR.
>> Traffic control for NASA Fire
Department.
>> Notify neighboring facility
occupants.
(2) Manual Alarm, Call to 8191 (NASA Emergency Desk)
o NASA Emergency Desk dispatches NASA Fire
Department and notifies MTI Security.
(Redundancy: Tenant Notification)
o MTI Security response:
>> Notify MIT Management and Army CR.
>> Traffic control for NASA Fire
Department.
>> Notify neighboring facility
occupants.
(3) Manual Alarm, Call to 8824 (MTI Security)
o MTI Security Responsibilities:
>> NASA Fire Department of Fire
Emergency
>> Notify MTI Management and Army CR.
>> Traffic control for NASA Fire
Department
>> Notify neighboring facility
occupants.
2. Theft
a. Emergency Response/Notifications:
Manual Telephone Alarm indicating
incident/break-in in progress:
o Individual making the discovery will notify
MTI Security at 8824 and Hancock County
Sheriff for immediate response
o MTI Security will:
>> Notify MTI Management and Army CR.
>> Provide traffic control/assistance
to Hancock County Sheriff
>> Notify neighboring facility
occupants.
3. Terrorist Activities/Work Place Violence
a. Emergency Response/Notification:
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SECURITY PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
Manual Telephone Alarm indicating violent
emergency in progress.
o Individual making the discovery will notify
MTI Security at 8824 and Hancock County
Sheriff for immediate armed response.
o MTI Security will:
>> Notify MTI Management and Army CR
>> Provide traffic control/assistance
to Hancock County Sheriff.
>> Notify neighboring facility
occupants.
3.0 FACILITY CONTRACTOR RESPONSIBILITIES
The Facility Contractor shall:
a. Upon tenant occupancy, brief the tenant in security rules and
regulations of the Stennis Space Center and Mississippi Army
Ammunition Plant sites;
b. Randomly inspect all vehicles and the property being carried
by personnel entering and exiting the plant. Inspections will
include examination of the interior of the vehicle, all
compartments such as glove boxes, trunks and engine areas, and
examination of lunch boxes and other containers located within
the vehicle or being carried by the person.
c. Control access to the facility by issuance of identification
badges to be worn by all personnel and registered decals to be
attached to vehicles of personnel. Tenant/subcontractors will
be badged with the Mississippi Army Ammunition Plant badge to
be separately identified by a yellow background. The charge
for replacement, lost or unreturned badges is $50 per badge.
The charge for an unreturned decal is $50 per decal.
Additionally, for badges and/or decals not returned to MTI,
written notification of badges and/or decals to be removed
from MTI's records is required along with acknowledgement of
charges to be billed.
d. Maintain identification of motor vehicles owned by persons
employed on or who frequently visit the installation. The
following must be complied with by the registrant at the time
of registration: evidence of current registration (tag),
possession of a valid State driver's licensee, certification
to the continuing possession of motor vehicle liability as
required by the State, and evidence of satisfactory completion
of a safety and mechanical inspection by the state or
jurisdiction.
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - ENVIRONMENTAL PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
REVIEWS AND CONCURRENCES
Originator/Environmental, Safety & Health Manager: illegible 6/30/04 illegible
------------------------------
7/2/04
- ---------
Engineering & Facility Maintenance Director: illegible 7/2/04
------------------------------------
APPROVALS
Contract Administrator: illegible 7/2/04
------------------
------------------------------
DATA CENTER
APPROVED
ISSUE
Ionatron
No. 2
7/2/04
------------------------------
NOTE: This procedure is for MTI use only. Copies without the red issue stamp are
not officially-controlled copies and, therefore, may not contain current
information.
1
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - ENVIRONMENTAL PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
PROCEDURES CHANGES/REVISIONS
Revision Change Page(s) Total
Letter No. Affected Authority Pages
------ --- -------- --------- -----
Initial Issue June 28, 2004 6
2
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - ENVIRONMENTAL PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Topic Page
----
COVER/TITLE PAGE...........................................................1
PROCEDURE CHANGES/REVISIONS................................................2
TABLE OF CONTENTS..........................................................3
1.0 PURPOSE...........................................................4
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES.............................4
3.0 FACILITY CONTRACTOR RESPONSIBILITIES..............................5
3
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - ENVIRONMENTAL PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
1.0 PURPOSE
This plan establishes guidelines by which the tenant/subcontractor will
comply with applicable State, Federal and Army environmental
regulations to protect the environment from the effects of discharges,
emissions and spills from activities at the MSAAP.
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES
The Tenant/Subcontractor shall:
a. Maintain a high degree of environmental awareness.
b. Designate a point of contact to interface with MTI
Environmental, Safety & Health Manager for addressing
environmental compliance.
c. Ensure waste materials generated are handled and disposed of
properly in accordance with applicable Federal, State and Army
regulations.
d. Be responsible for obtaining all permits/notifications which
are tenant specific to include Resource, Conservation and
Recovery Act (RCRA) and Air Permitting.
e. Provide copies of permits, notification and routine reports
such as SARA Title III, SARA Schedule R and Annual Hazardous
Waste Reports to MTI.
f. Properly maintain points of hazardous waste accumulation.
g. Prevent the release of contaminates to the surrounding
environment.
h. Perform the appropriate Federal and State environmental
reporting.
i. Provide training through classroom and/or on the job training
to adequately train personnel to spill response, hazardous
waste container control, general environmental understanding,
and housekeeping.
j. Maintain management control over new chemicals introduced on
site to include MSDS and a description developed by the
subcontractor/tenant of specific uses at the facility and
proposed storage locations. Acquire approval from MTI for all
chemicals, requiring an MSDS, prior to bringing them on site.
Approval may take up to 30 days. Approval is required before
chemicals are brought on site.
k. Maintain controls to contain aqueous materials such as
overflow alarms, management practices, etc.
l. Restrict introduction of non-domestic waste into sanitary
system.
m. Participate in recycling programs where feasible.
4
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - ENVIRONMENTAL PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
n. Immediately notify Mason Technologies Inc. of all
spills/incidents on the facilities.
o. Report spills to regulatory agencies.
p. Maintain compliance with all Federal, State and Army
Environmental Regulations.
3.0 FACILITY CONTRACTOR RESPONSIBILITIES
The Facility Contractor shall:
a. Review, through an audit program, that all activities
conducted at MSAAP are in compliance with applicable Federal,
State, Local and US Army Environmental Regulations.
NOTE
Neither MTI's review and approval of tenant
operations nor inspections, audits, observation and
reports by MTI on tenant operation shall in any way
relieve the tenant of the full responsibility for
operating in compliance with all federal, state,
local and Army rules and regulations..
b. Have the Environmental, Safety & Health Manager audit the
exterior of the building quarterly and the interior
bi-annually.
c. In writing, report noted deficiencies to subcontractor/tenant
for correction.
d. Maintain all common permitting requirements such as NPDES
surface and waste water treatment and drinking water.
e. Maintain responsibility for all regulatory reporting and
sampling of said common permitting.
f. Maintain permits for Army sponsored activities.
g. Be responsible for responding to spill situations exterior to
subcontractor/tenant buildings.
h. Have the Environmental, Safety & Health Manager represent the
tenant/subcontractor at the Environmental Workgroup to act on
environmental issues covered in applicable regulations and
permits.
5
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SAFETY PROGRAM PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
REVIEWS AND CONCURRENCES
Originator/Environmental, Safety & Health Manager: illegible 7/2/04
------------------------------
Engineering & Facility Maintenance Director: illegible 7/2/04
-----------------------------------
APPROVALS
Contract Administrator: illegible
-------------
------------------------------
DATA CENTER
APPROVED
ISSUE
Ionatron
No. 2
7/2/04
------------------------------
NOTE: This procedure is for MTI use only. Copies without the red issue stamp
are not officially-controlled copies and, therefore, may not contain
current information.
1
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SAFETY PROGRAM PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
PROCEDURES CHANGES/REVISIONS
Revision Change Page(s) Total
Letter No. Affected Authority Pages
------ --- -------- --------- -----
Initial Issue June 28, 2004 5
2
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SAFETY PROGRAM PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Topic Page
- ----- ----
COVER/TITLE PAGE......................................................1
PROCEDURE CHANGES/REVISIONS...........................................2
TABLE OF CONTENTS.....................................................3
1.0 PURPOSE......................................................4
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES........................4
3.0 FACILITY CONTRACTOR RESPONSIBILITIES.........................5
3
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SAFETY PROGRAM PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
1.0 PURPOSE
This plan establishes areas of responsibility and procedures for
implementing a safety program to provide a safe and healthful
workplace, free from recognized hazards in accordance with federal,
state and Mississippi Army Ammunition Plant laws, rules and regulations
to include OSHA standards for general industry, 29CFR1910.
2.0 TENANT/SUBCONTRACTOR RESPONSIBILITIES
The Tenant/Subcontractor shall:
a. Survey all work areas and operations on a frequent basis to
determine potentially hazardous work elements or operational
functions;
b. Train employees in the proper use of equipment and devices;
c. Provide proper protective clothing and equipment when
appropriate;
d. Investigate all work related injuries;
e. Insure proper tools and equipment are maintained and used in
the proper manner;
f. Require employees to wear, when appropriate, protective eye
wear with side shields, protective steel toe shoes, body
harness with lanyard when working on platforms above ground
level, and hard hats when working below areas with overhead
operations in progress;
g. Make available to employees, when appropriate, ear plugs, dust
masks, hard hats, back support devices, heavy duty gloves,
rubber gloves, wrist supports, fire retardant aprons or
coveralls, ear muff hearing protectors, and air purifying
respirator masks;
h. Provide first aid items to include first aid kits, stretcher,
blankets, anti-infection gloves, eye wash stations, eye glass
cleaning stations and emergency shower;
4
MASON TECHNOLOGIES INC No.: PL 01-042-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - SAFETY PROGRAM PLAN Area: Ionatron Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
i. Provide for employee safety courses to maintain a high level
of awareness;
j. Require use of backup alarms for forklifts and other vehicles
and use of horns when visibility is less, than 100%;
k. Provide access to and require a MSDS sheet on all materials;
l. Require compliance with the safety program as a condition of
employment.
3.0 FACILITY CONTRACTOR RESPONSIBILITIES
The Facility Contractor shall:
a. Upon tenant occupancy, brief the tenant in the safety rules
and regulations of the Mississippi Army Ammunition Plant;
b. As mutually agreed with the tenant, coordinate annual reviews
of the safety program;
NOTE
Neither MTI's review and approval of said tenant plan
nor inspections, audits, observations and reports by
Mason Technologies Inc. or tenant operations shall in
any way relieve the tenant of the full responsibility
for maintaining a safe workplace in compliance with
all federal, state, local and plant rules and
regulations.
c. Upon tenants request and proper completion of Form ENG-43,
Tenant/Subcontractor Work Request Form, provide additional
specific safety services, not included in the fixed services,
for a fee.
5
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
REVIEWS AND CONCURRENCES
Originator/Contract Administrator: illegible 6/30/04
-------------------
APPROVALS
Contract Administrator: illegible 6/30/04
-------------------
------------------------------
DATA CENTER
APPROVED
ISSUE
Ionatron
No. 2
7/2/04
------------------------------
NOTE: This procedure is for MTI use only. Copies without the red issue stamp
are not officially-controlled copies and, therefore, may not contain
current information.
1
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
PROCEDURE CHANGES/REVISIONS
Revision Change Page(s) Total
Letter No. Affected Authority Pages
------ --- -------- --------- -----
Initial Issue June 28, 2004 10
2
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Topic Page
- ----- ----
COVER/TITLE PAGE......................................................1
PROCEDURE CHANGES/REVISIONS...........................................2
TABLE OF CONTENTS.....................................................3
1.0 PURPOSE...................................................................5
2.0 SCOPE/APPLICABILITY.......................................................5
3.0 GENERAL...................................................................5
4.0 RESPONSiBILITIES..........................................................5
5.0 PROCEDURES/INSTRUCTIONS...................................................6
5.1. Property Management...................................................6
5.2. Acquisition...........................................................7
5.3. Receiving.............................................................7
5.4. Identification........................................................7
5.5. Records...............................................................7
5.6. Movement..............................................................8
5.7. Storage...............................................................8
5.8. Physical Inventories..................................................9
5.9. Reports...............................................................9
5.10. Consumption..........................................................9
5.11. Utilization..........................................................9
5.12. Maintenance..........................................................9
5.13. Subcontractor Control...............................................10
3
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
5.14. Disposition.........................................................10
6.0 REFERENCES...............................................................10
4
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
1.0 PURPOSE
This plan establishes guidelines and procedures for control of
Government Property loaned to tenants in conjunction with the Facility
Use Contract at the Mississippi Army Ammunition Plant.
2.0 SCOPE/APPLICABILITY
The contents of this plan are applicable to all tenants under contract
to Mason Technologies Inc. in possession of LOANED Government Property
under the provisions of the facility Use Contract.
3.0 GENERAL
The objectives of this plan are:
o To provide specific instructions to tenants under contract to
MTI of their requirements and responsibilities to MTI for
Government Property in their possession.
o To designate responsibilities within the MTI organization for
administration and control of Government Property.
o To provide for MTI and government surveillance requirements
relative to the terms of the Facility Use Contract.
o A briefing will be held by MTI following the contractual
agreement between MTI and the tenant to explain and/or clarify
tenant obligations cited in this plan.
4.0 RESPONSIBILITIES
It is the responsibility of the Contract Administrator, under the
supervision of the Vice-President & General Manager to control the
Record Accountability Government Property in the possession of tenants.
It is the responsibility of the Work Control Manager to issue Work.
Order instructions to the tenant in accordance with the MTI Maintenance
Plan. The Work Control Manager will issue specific Maintenance Plans
relative to each tenant under contract.
It is the responsibility of the Engineering & Facility Maintenance
Director to provide maintenance services on Government Property in
accordance with approved work orders if so specified in the terms and
conditions of the contract between MTI and the tenant. The Engineering
& Facility Maintenance Director is responsible for performance of
required walk through facility inspections to include a review of the
condition of equipment and facilities.
5
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
It is the responsibility of the Logistic Manager to provide a list of
loaned Government Property annually to tenants for the purpose of
conducting wall-to-wall inventories. The Logistic Manager shall post
the results of the annual inventories to the accountable record of
Government Property.
It is the responsibility of the Tenant, under the terms and conditions
of their contract to MTI to protect, preserve, maintain and account for
all Government Property loaned to them. Further, the tenant shall
comply with all aspects of this plan and subsequent changes thereto
issued by Mason Technologies Inc.
5.0 PROCEDURES/INSTRUCTIONS
MTI will administer and control Government owned property in accordance
with the Government approved Property System. The procedural
requirements contained herein are in accordance with the Federal
Acquisition Regulation (FAR), Subpart 45, and the terms and conditions
specified in the Facility Use Contract for the Mississippi Army
Ammunition Plant.
5.1. Property Management
a. It is the responsibility of the tenant to maintain and control
all Government owned property in their possession. The tenant
shall promptly report all Government property determined to be
Lost, Damaged, or Destroyed to the Logistic Manager. The
Contract Administrator may notify the Government and initiate
an investigation (via military police report) if relief of
responsibility/accountability is sought. If relief is not
sought, a suggested method of retribution will be offered.
b. Under the terms and conditions of the Facility Use Contract,
MTI may be financially liable for all Government Property in
their possession, including Government Property loaned to
tenants. MTI requires any Government owned property that is
lost, damaged or destroyed to be replaced in kind if relief of
responsibility/accountability is not sought. Title to
Government property replaced by the tenant will be vested in
the Government. If mutually agreed between MTI and the tenant,
the tenant may elect to reimburse MTI for such losses.
Reimbursement for lost, damaged or destroyed property will
normally be a Fair Market Value.
c. The Contract Administrator will process all reports of lost,
damaged or destroyed Government property in accordance with
the MTI Government approved Property Plan and OP 03-060-103,
Section 15.
d. Government property furnished tenants on loan will be assigned
a condition code. The tenant is responsible for reviewing this
code and documenting deficiencies not otherwise noted or
detected. It is the responsibility of the tenant to return
loaned Government property to MTI after completion of use or
end of contract in the same condition as loaned less fair wear
and rear encountered during the period of the loan.
6
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
5.2. Acquisition
Proposals or requests for loan of government owned equipment shall be
submitted to the MTI Logistic Manager for processing to the Government.
5.3. Receiving
Not Applicable
5.4. Identification
a. The tenant shall maintain adequate equipment identification of
loaned Government property in their possession. Items of
Government property initially furnished to the tenant will be
properly identified and numbered by the MTI Logistic Manager.
Maintenance of the numbered identification process is the
responsibility of the tenant. Questions regarding property
number assignments may be directed to the MTI Logistic
Manager.
b. The tenant shall identify all tenant owned property in a
manner such that co-mingling does not pose problems during
audits of property, and precludes accidental unauthorized
removal of Government property from the Mississippi Army
Ammunition Plant.
c. The MTI Logistic Manager will assure that identification of
Government owned property loaned to tenants is in accordance
with the MTI Government approved Property Plan and OP
03-060-103, Section 12.
d. The MTI Logistic Manager will visually sample the
identification of Government property as part of the annual
Inventory Surveillance of loaned Government property in the
possession of tenants.
5.5. Records
a. MTI will establish and maintain adequate control records for
all Government property loaned to tenants under the provisions
of the Facility Use Contract at the Mississippi Army
Ammunition Plant.
b. All records of Government owned property, including Government
owned property loaned and in the possession of tenants will be
in accordance with the MTI/Government approved Property Plan
PL 03-060-100.
c. A separate listing of Government owned property loaned and in
the possession of tenants, shall be maintained by the MTI
Logistic Manager. These lists will be utilized in performance
of the following functions:
7
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
1. Initialization and control of tenant inventory of
loaned Government owned property.
2. Be provided to the Government Property Administrator
upon request to facilitate surveillance and audit
activities.
3. Become a source document when applicable for updates
(additions, deletions and status changes) to the
official MTI accountable records of Government
property.
4. Be included as part of MTI's contract with the
tenant.
5. Copies shall be furnished to tenants at the time of
contract signing.
6. MTI's record system will be capable of locating any
item of Government property loaned to a tenant within
a reasonable period of time.
7. The tenant will assure that Government property
loaned to them can be located in their facility
within a reasonable period of time.
5.6. Movement
a. Government owned property in the possession of tenants shall
not be moved from the building locations the equipment is
assigned without prior approval from the MTI Logistic Manager.
b. Movement of loaned equipment to and from the tenant facility
will be in accordance with the MTI/Government approved
Property Plan and OP 03-060-103, Section 4.
c. Property Pass authority will not be granted a tenant. Tenants
requiring removal of government property for performance of
their work will obtain property passes from MTI Authorized
Personnel.
d. Tenants will assure that proper care and packaging will be
employed if there is internal movement of loaned Government
property within their facility.
5.7. Storage
a. The tenant shall assure proper care and/or preservation of
loaned Government Property stored within the confines of their
facility.
b. Tenants shall assure that acceptable housekeeping practices
are employed within their facility.
8
MASON TECHNOLOGIES INC. No.: PL 03-060-100-T
Mississippi Army Ammunition Plant Rev.: Basic
Procedure Type: Plan Date: June 28, 2004
Title: TENANT - PROPERTY CONTROL PLAN Tenant: Ionatron, Inc.
Contract No.: 04T002
- --------------------------------------------------------------------------------
5.8. Physical Inventories
a. Tenants shall perform an annual wall-to-wall physical
inventory of loaned Government property in their possession.
All Government property inventoried must be visually sighted
by the tenant. The results of the inventory shall be reported
to the MII Logistic Manager by the specified due date
requested. Any Government owned property found missing during
the annual inventory shall be promptly reported to the MTI
Logistic Manager for LD&D actions.
b. The MTI Logistic Manager shall submit to the tenant a current
listing of Government owned property approximately 45 days
prior to the specified due date.
c. The MTI Logistic Manager will promptly post updated
information, including dates of inventory to the MTI
accountable record of Government Property.
d. Records of tenant inventories will be maintained by the MTI
Logistic Manager in accordance with the MTI/Government
approved Property Plan and OP 03-060-103, Section 7.
e. The MTI Logistic Manager will promptly report any LD&D actions
to the Government PA as a result of tenant inventories.
5.9. Reports
Government reporting requirements for tenant activities will be in
accordance with the Facility Use Contract.
5.10. Consumptions
Not Applicable
5.11. Utilizations
a. The tenant shall be required to report utilization data on
Mobile equipment in accordance with the Facility Use Contract
and the MTI/Government approved Property Plan PL 03-060-100.
b. The tenant will not be required to report utilization data on
other equipment in their possession.
5.12. Maintenance
The tenant is required to assure maintenance is performed in accordance
with the individual tenant Maintenance Plan. The individual plans, if
required by contract, shall be in accordance with the Facility Use
contract and the MTI/Government approved Maintenance Plan.
9
5.13. Subcontractor Control
Not Applicable
5.14. Disposition
a. The tenant under no circumstances other than delivery to the
MTI Logistic Manager shall dispose of any loaned government
property.
b. The MTI Logistic Manager shall be required to dispose of all
Government owned property in accordance with the MTI
Government approved Property Plan and GP 03-060-103, Section
30.
6.0 REFERENCES
FAR, Subpart 45
DOD FAR Supplement Part 245
PL 04-401-001, Maintenance Plan
PL 03-060-100, Property Plan
GP 03-060-103, Section 4 - Storage and Movement
GP 03-060-103, Section 7 - Types of Physical Inventories
GP 03-060-103, Section 12 - Marking and Identification of Property
GP 03-060-103, Section 15 - Lost, Damaged & Destroyed Property
GP 03-060-103, Section 30 - Disposition of Property
10
BASIC AGREEMENT NO. 04T002
IONATRON
EXHIBIT C - AMCCOMR 702-9
The following document is attached hereto as EXHIBIT C:
AMCCOM Regulation No. 702-9 - AMMUNITION SURVEILLANCE PROCEDURES FOR AMCCOM
INSTALLATIONS
BASIC ORDER AGREEMENT 04T002 EXHIBIT C
*AMCCOMR 702-9
DEPARTMENT OF THE ARMY
HEADQUARTERS, U.S. ARMY ARMAMENT, MUNITIONS AND CHEMICAL COMMAND
Rock Island, Illinois 61299-6000
AMCCOM REGULATION
No. 702-9 6 May 1987
Product Assurance
AMMUNITION SURVEILLANCE PROCEDURES FOR AMCCOM INSTALLATIONS
Supplementation of this regulation is permitted. One copy will be furnished to
Commander, AMCCOM, ATTN: AMSMC--QAD, Rock Island, IL 61299-6000.
Paragraph
Purpose........................................................................1
Applicability..................................................................2
Explanation of Terms...........................................................3
Policies.......................................................................4
Responsibilities...............................................................5
Procedures for Inspection of Industrial Materiel...............................6
Instructions for Specific Items................................................7
Evaluating Contractor Performance..............................................8
Inspection Schedules and Records (GOCO Organizations Only).....................9
Surveillance Records and Reports..............................................10
Distribution of Depot Surveillance Record (DSR) and Ammo Data Cards...........11
APPENDIXES
A. Ammunition Surveillance Functional Responsibilities and Staffing
B. Geographical Grouping of Ammunition Plants
1. Purpose.
a. This regulation, together with SB 742-1 and DARCOM-R 702-20,
prescribes policies, responsibilities, and procedures for conducting
surveillance of field service ammunition, explosives, and components at U.S.
Army Armament, Munitions and Chemical Command (AMCCOM) subordinate installations
and activities.
b. This regulation also provides specific guidance for industrial
stocks reportable by AMCCOMR 740-1 and materiel in the Conventional Ammunition
Working Capital Fund (CAWCF) Account managed in accordance with (IAW) ARRCOMR
700-23, and instructions for management of the Ammunition Surveillance Program.
Additional guidance on unique situations will be provided by AMSMC-QAS.
*This regulation supersedes AMCCOMR 702-9, 16 December 1986
2. Applicability.
This regulation applies to:
a. Headquarters (HQ), AMCCOM, Government-owned, Contractor--operated
(GOCO) and Government -owned, Government-operated (GOGO) Army Ammunition Plants
(AAP); Crane Army Ammunition Activity; U.S. Army Armament Research, Development
and Engineering Center; U.S. Army Chemical Research, Development and Engineering
Center; and AMCCOM arsenals with an ammunition--related mission. Metal parts
manufacturing plants and similar facilities which store no ammunition, except
for small quantities for guard use, are specifically exempted from this
regulation. The parts of this regulation that pertain to evaluating or
facilitating evaluation of contractor performance are not applicable to GOGO
installations, arsenals, or subordinate activities.
b. Conventional and chemical ammunition (nonlethal), including all
loaded and inert components, propellants, bulk explosives, finished items,
special test/experimental explosive materials, and packing material on hand at
the aforementioned installations. Installations without resident Quality
Assurance Specialists (Ammunition Survei1lance) (QASAS; which store lethal
chemical material will be provided with surveillance support IAW DAR COM-R
702-20.
3. Explanation of Terms.
a. Ammunition Surveillance: A variety of functions relating to
ammunition logistics management. included in these functions are: the
inspection, test, and evaluation of ammunition materiel to determine the current
degree of serviceability and rate of deterioration; safety of ammunition
materiel and explosives during storage, handling, demililitarization, and
transportation, including propriety of storage, blocking, bracing, and
suitability of transport equipment; and assurance that ammunition materiel and
explosives supply disciplines are properly exercised.
b. Industrial Stocks: Components, parts, assemblies, raw materials,
explosives, packaging materials, and any other material on hand at an industrial
type processing complex for the purpose of manufacturing or assembly of another
item.
c. Special Test Material: Ammunition or explosives dedicated to, or
especially constructed for, purposes of special tests, experiments, malfunction
investigations, or engineering evaluations. Items may be calibration lots of
standard design, uncataloged variations of standard patterns, experimental
designs, of foreign manufacture, or otherwise of unfamiliar configuration.
d. Field Service Stock: Conventional ammunition, including components,
accepted for troop issue and use that is managed by a National Inventory Control
Point (NICP).
e. CAWCF: An account established at selected GOGO and GOCO ammunition
manufacturing facilities for the purpose of accounting for HQ, AMCCOM,
centrally--procured industrial stocks of conventional ammunition components and
for completed items awaiting test or shipment to the field service account or
customer.
f. Quality Check (applies to Security Assistance Program (SAP)
shipments only): A verification of materiel condition, more severe than normal
inspection, assuring serviceability, appearance, completeness, preservation,
packaging, packing, and marking, grant aid agreements, or other special
requirements, are IAW applicable directives prior to shipment.
2
g. (QASAS Home Station: An installation designated by HQ, AMCCOM, as
the duty station for assignment of QASAS. The home station provides QASAS
support for a geographical area.
h. QASAS: A member of the Department of the Army Career Program,
described by AR 690-950-20.
4. Policies.
a. Every AMCCOM subordinate organization with a mission that includes
storage of ammunition and explosives will perform surveillance of ammunition in
storage JAW AR 740-1, SB 742--1, and this regulation. Organizations which do not
have the capability of performing required inspections shall provide, in March,
an annual listing of stocks, by lot number, to Commander, AMCCOM, ATTN;
AMSMC--QAS, Rock Island, 1L 61299-6000, to obtain support.
b. At GOCO AAPs, functions listed in SB 742-1 and AR 740-1 as QASAS
duties will be conducted by the Surveillance element called for, in the plant
contract and this regulation.
c. Materiel assigned to NICP accounts will be inspected JAW specific
instructions contained in SB 742-1.
d. Industrial stocks including CAWCF account materiel will be Inspected
IAW specific instructions contained in paragraphs 6 and 7 of this regulation.
e. Special test materiel will be inspected for safety in storage as a
minimum. Additional inspection requirements and intervals may be established by
the applicable project manager or the Contracting Officer's Representative (COR)
staff (QASAS).
f. Deviations from inspections and procedures required by this
regulation must be specifically authorized by the Associate Director of Product
Assurance (AMSMC--QAI), HQ, AMCCOM.
5. Responsibilities.
a. The Associate Director of Product Assurance (AMSMC--QAI), HQ,
AMCCOM, will:
(1) Provide staff supervision of ammunition surveillance
programs at AMCCOM subordinate installations/activities.
(2) Develop and disseminate surveillance policy and
procedures.
(3) Authorize deviations from this regulation.
(4) Audit surveillance programs periodically to assure
compliance with program instructions and provide a written report to
the plant commander.
(5) Group the AMPs for assignments of QASAS.
b. Commanders of AMCCOM subordinate installations/activities with
ammunition material in storage will implement the Ammunition Surveillance
Program. When a commander Is not assigned to an AAP or when the COR functions
are assigned to other than the commander, the responsibilities of the commander
apply to the official assigned to COR functions.
3
c. Commanders of subordinate GOGO installations/activities will assure
that any portions of the ammunition surveillance program performed by another
activity IAW a host/tenant agreement are appropriately executed.
d. Commanders of GOCO subordinate installations will:
(1) Evaluate the performance of the operating contractor IAW
paragraph 8.
(2) Assure that the contractor provides inspection support and
facilities to Government inspectors as required. Contractor work
schedules, inspection records, and lot number listings must be provided
on a regular basis to ensure effective and efficient evaluation of
contractor performance.
(3) Provide QASAS support to installations within geographical
areas, (home station commanders only).
(4) Forward written notification of contractor discrepancies
to the contractor for resolution and response.
(5) Provide assigned QASAS with direct access to the commander
on ammunition surveillance and explosive safety matters.
Note: The operating contractors at the GOCO AAPs will perform the surveillance
of stocks in storage to the extent required by the appropriate contract.
e. QASAS assigned to GOCO installations will:
(1) Perform functions identified as Government
responsibilities and evaluate contractor performance of surveillance
IAW paragraph 8. QASAS are assigned to an individual plant or to a
geographic area with responsibility for all plants in that area. See
appendix B for identity of plants grouped by area.
(2) Conduct on-site review of all plants in the area of
responsibility, normally on a monthly basis. When justified by
workload, and/or low rate of discrepancies, a written request to reduce
frequency to quarterly or semiannually may be submitted to AMSMC-QAS.
AMSCS-QAS will coordinate with the commander of the concerned plant
before approving any reduction of frequency. In all cases, on-site
presence of the QASAS is required to ensure requirements of paragraph 8
are met.
(3) Serve as the Government operational focal point on matters
governed by this regulation. This includes coordination locally and
with HQ, AMCCOM.
(4) Prepare Standing Operating Procedures (SOPs) for
evaluation of contractor performance of all operations covered by
paragraph 8. Review contractor's written SOP for operations covered by
paragraph 10.
(5) Conduct special inspections to ascertain true conditions
when there is reason to suspect that stored components or finished
items are not assigned proper condition code.
4
(6) Perform SAP quality check inspection for materiel
suitability, prior to shipment to foreign governments. Quality
standards, procedures, and reporting requirements for Army SAP
shipments are in SB 742-2 and AMCCOM Suppl to DARCOM-R 702-3. Where
feasible and when the supply requirement is known in advance, SAP
inspections should be performed concurrently with the production
process to preclude unpack and repack.
(7) Additionally, QASAS training and experience permits
performance of other duties as assigned by the installation commander.
Such functions may include chemical surety functions or evaluation of
contractor performance of contractual requirements in areas other than
ammunition surveillance such as ammunition storage, transportation, and
explosive safety.
6. Procedures for Inspecting Industrial Account Materiel (including
CAWCF).
a. Inspections of troop issuable ammunition in level A packaging may be
conducted as specified in SB 742-1, unless otherwise directed in paragraph 7.
b. Components, including inert components and packing materiel will he
subject to initial surveillance inspection at the end of 1 year from the date of
receipt or the date of local manufacture. This inspection will be as defined by
SB 742-1 for initial receipt inspection and will be performed not later than 3
months after the 1-year period. Thereafter, periodic inspections will be
performed every 2 years, except as otherwise directed in paragraph 7.
c. Serviceable lots will be assigned condition code D when the
appropriate due date for Inspection is exceeded by 3 months, and condition code
D will apply until the required inspection is performed.
d. Pre--issue inspection will be performed if materiel which has not
been inspected within the specified interval is selected for issue off the
installation or if the inspector determines that additional inspection is
advisable prior to releasing the materiel for shipment. SAP quality checks will
be performed IAW 58 742--2.
e. When stocks are stored under adverse conditions, the materiel may be
examined on a lot basis more frequently, as determined necessary.
f. When materiel intended for storage is received from another storage
activity and the UM Form 3022--R (Army Depot Surveillance Record) (DSR) shows
that required inspections/ tests were performed within the specified time
interval, inspection for damage In transit will be performed. If additional
inspection is Indicated, the scope will be as determined necessary by the
inspector in charge.
g. Sample sizes and acceptance/rejection numbers:
SAMPLE SIZE ACCEPT/REJECT NUMBERS MAJOR (DEFECTIVES)
SAA OTHER CRITICAL AC-RE MINOR
AC-RE AC-RE
OUTER PACK 20 20 0 1 1 2 2 3
INNER PACK 20 20 0 1 1 2 2 3
BELT (SAA) 20 0 1 1 2 2 3
ITEM (OTHER) 20 0 1 1 2 2 3
ITEM (SAA THRU 30 mm) 300 0 1 14 15 21 22
Note: Inner pack and item samples must be selected from a minimum of 10 outer
packs. Additional outer packs must be inspected at either the inspection or
storage location(s) to make a total sample size of 20.
5
Note: If rounds are linked, 20 belts should be inspected for defective links and
subjected to a torsion test and a dead weight test as required by SB 742--1.
h. Inspection samples will be selected on a random basis. Explosive
loaded items and components will normally be removed from storage and
transported to the inspection site. Packs and containers will be carefully
opened and the contents removed and inspected for nonstandard conditions.
Following inspection, the items will be repacked as nearly as possible to
original condition and returned to storage. Inspections at the storage site must
be conducted in compliance with all safety regulations.
i. All inspections and tests prescribed by this regulation will be
performed using applicable technical data (drawings, specifications, data cards,
etc.) and adhering to explosive safety requirements.
j. Definition and classification of defects in SB 742-1 will be used.
k. SOPs will tie prepared for inspections and requirements of this
regulation. SOPs will be reviewed by QASAS and approved by the AAP
commander/CUR.
l. Components will be inspected for deterioration. However, readily
discernible defects attributed to manufacture, transportation, or handling will
be noted and charged to the lot only when considered to be representative of the
lot. Finished items will be inspected for issue and use characteristics. This
includes the item, packs, and palletization.
m. DA Form 3022-R will be prepared and kept up-to-date for each lot or
serially numbered explosive item, component, or packing material. See paragraph
10.
n. The condition codes prescribed by AR 725-50 and implementing
instructions will be used to classify all stocks.
7. Instructions for Specific items.
a. Black Powder: Black powder containers which show evidence of
moisture pickup will be removed from the magazine, transported to inspection
site, and opened. Contents will be inspected for evidence of loss of
serviceability through moisture absorption (partial lumping). Any evidence of
moisture absorption will be reported by letter to Commander, AMCCOM, ATTN:
AMSMC-QAS, Rock Island, IL 61299-6000. RCS exempt: AR 335-15, paragraph 5-2c(3).
b. Initiating Explosives: Initiating explosives are very sensitive to
friction, heat, or impact. Bulk initiating explosives are stored wet. Every
effort shall be made to prevent the liquid from freezing; if frozen, the
explosive materiel shall not be handled. Following inspections shall be
performed on each container and contents, as applicable.
(1) Inspection shall be conducted annually (September is
recommended) prior to onset of cold weather to assure concentrations of
alcohol will prevent freezing of the alcohol--water solution.
Hydrometer readings will be taken from each container. The Inspection
should include visual inspection of all interior packs and components
(such as sawdust, cloth bags) for defects listed in appropriate
specification. However, contents (explosive filled bags) will not be
removed from containers solely for the purpose of inspection. The
annual inspection may be performed in conjunction with the following
monthly inspection.
6
(2) Monthly inspection shall be conducted for the following
defects:
(a) Containers and covers cracked, allowing leakage or evaporation.
(b) Gaskets (if present) cracked, broken, or not properly secured to
flange of cover.
(c) Major rusting or pitting of metal containers.
(d) Water--alcohol solution not at proper level within container.
Note: Immediate corrective action will be taken on any defects noted.
c. Bulk Explosives and Oxidizing Materials:
(1) High Explosives. Containers of high explosives (TNT,
tetryl, composition A, A--3, B, and C--3, picric acid, explosive D,
etc.) will only be opened for inspection of contents during periodic
inspections when outer packs display signs of unserviceability. Any
abnormality will be recorded.
(2) Oxidizing Materials. Peroxides of barium, strontium, etc.,
are very hygroscopic and normally the container will not be opened
until the material is to be used. Moisture releases nascent oxygen from
these compounds. This and the corrosive hydroxide residue can corrode
the container, causing contamination of the Contents. The container
will be inspected to determine serviceability. When defective
containers are encountered, a request for disposition instructions will
be submitted to Commander, ATTN: AMSMC-QAS, Rock Island, IL 61299-6000.
RCS exempt: AR 335-15, paragraph 5--2c(3).
d. Bulk Propellant and Propellant Charges:
(1) These items will be inspected and stability tested IAW SB
742.1300-94-2, except for special test lots which are exempt from the
provisions of this subparagraph and are to be treated as specified in f
below.
(2) Propellant reassessment tests will be conducted as
required by SB 742-1300-94-2 and applicable specifications for bulk
propellant and component charges. A reassessment is not required for
separate loading propellant charges or propellant charges assembled to
complete rounds. The requirement for a propellant lot to be reassessed
is based upon a time frame specified in the Propellant Acceptance
Sheet. Propellants which have exceeded the loading authorization date
will be assigned condition code D; but will not be reassessed until a
known requirement exists or unless directed by ANCCOM.
(3) Stocks of propellant lots: bulk, bulk peck charges and
increments, and separate loading charges on hand will be reported to
Commander, AMCCOM, ATTN: AMSMC-QAS, annually, to arrive at HQ, AMCCOM,
by 15 March. Report data by letter in the following format:
(a) DODIC.
(b) NSN.
7
(c) Lot number, propellant lot (or propelling charge
lot).
(d) Lot number, component propellant lot.
(e) Condition code.
(f) Quantity (pounds, charges, increments, etc.).
(g) Owner account.
If machine generated, report may be sent as a letter enclosure. Date submitted
will be used by HQ, AMCCOP4, to determine requirement for stability testing.
RCS: AMC 872, Identification of Special Account Propellant Lots, applies to GOGO
installations. COCO installations will report under Data Item Description
DI-MISC-80193. SB 742-1 applies.
e. Inspection of Explosive Components: Components for which
specifications require testing or reassessment prior to a specified time of use
(primers, ignition cartridges) and which have exceeded the time frame provided
by the specification will be assigned condition code D. Testing will not be
conducted until a known requirement exists, and as directed by AMCCOM.
Installations performing tests shall report results to AMSMC-QAS on DA Form 984
(Munition Surveillance Report). RCS exempt: AR 335-15, paragraph 5-2c(3).
f. Items Belonging to Other Agencies: Ammunition or other explosive
items stored for other Government agencies or private contractors are subject,
as a minimum, to a receipt inspection and safety in-storage inspections.
Additional inspection procedures and their frequencies shall be specified in the
appropriate support agreement or memorandum with the owner. This includes, but
is not necessarily limited to, foreign, experimental, and test ammunition and
materiel stored in sites leased to private concerns of Government agencies, as
authorized by DOD Directives 6050.8. Any deficiencies with an explosive hazard
potential shall be reported immediately to AMSMC-SF and AP4SMC-QAS, in addition
to requirements of the appropriate support agreement. RCS exempt: AR 335-15,
paragraph 5-2c(3).
g. Items Belonging to ThirdParty Contractors: Ammunition and explosive
items stored and transported by third-party contractors will be inspected to
ensure installation safety. Surveillance will include inspection of shipping
operations for safety IAW AMCR 385-100 and inspection of storage sites for
safety in storage. Discrepancies will be locally reported and corrected.
h. Inspection of Inert Items: As an exception to interval of 2 years
specified by paragraph 6b, inspection may be limited to visual examination of
the outer pack for evidence of moisture or damage when previous inspection(s)
have not detected any deficiencies. The decision to limit inspection to the
outer package must include evaluation of storage conditions. Complete inspection
must be performed at not less than 4 year intervals, using the following
criteria:
(1) Each lot of inert components will be visually inspected
for:
(a) Corrosion or rust.
(b) Damaged or insufficient plating.
(c) Presence of foreign materials (dirt, grease,
etc.).
8
(d) Cracks.
(e) Dents end distortion.
(2) Packing material will be visually inspected for the
following defects:
(a) Improper, insecure, or damaged closure.
(b) Rust or corrosion.
(c) Wet or mildewed containers.
(d) Damage affecting serviceability.
i. Magazine and Warehouse Inspection: Magazines and other buildings in
which ammunition and components are stored will be given a formal Inspection at
7-month intervals using inspection standards provided by SB 742-1. Inspection
frequency may be increased at the commander's discretion. Outer packs of stored
materiel will be visually inspected for evidence of moisture or damage. When
outer packs show evidence of questionable serviceability of contents, an item
inspection will be performed. Sampling will be IAW paragraph 6.
j. Inspection of Transportation Equipment: Installation transportation
officers are responsible for shipment of ammunition and explosives and
inspection of transportation equipment IAW established rules and regulations.
Specific guidance is provided by AR 55-333 and Department of Transportation
regulations. QASAS personnel will provide support to the transportation officer
and perform safety monitoring functions prescribed by AR 702-6, AR 702-12, and
AMCR 385-100. At AAPs for which the HQ, AMCCOM, Transportation and Traffic
Management Directorate performs transportation officer's responsibilities, QASAS
personnel will automatically act in the transportation officer's place,
regarding subject inspections.
k. Inspection of Special Account Materiel: The surveillance program
will include all stocks of ammunition and related materiel in storage. Materiel
in a special account, such us the demilitarization account or property disposal
account, shall be subjected to safety in storage inspections as defined by SB
742-1. A review of account records of such stocks shall be made annually to
ensure specified inspections are made.
l. Use of Ammunition Cages and Ammunition Peculiar Equipment (APE):
Ammunition gages and equipment specifically designed for use in acceptance
inspection or manufacturing of ammunition items are authorized for use during
normal surveillance inspections. When such equipment is available at AAPs to
perform all required inspections and tests, standard gages and APE are not
mandatory for use.
8. Evaluating Contractor Performance.
a. Evaluation of Contractor Surveillance Performance: Ammunition
Surveillance is defined as a variety of functions relating to ammunition
logistics management. Included in these functions are the inspection, test, and
evaluation of ammunition materiel to determine the current degree of
serviceability and rate of deterioration; safety of ammunition materiel and
explosives during storage, handling, and transportation, including propriety of
storage; blocking, bracing, and suitability of transport equipment; and
assurance that ammunition materiel and explosives supply disciplines are
properly exercised.
9
b. The QASAS will provide an evaluation of the contractor's performance
of surveillance inspections and support, using criteria provided to the plant
for overall evaluation of contractor performance (by award fee criteria, as
specified by the appropriate contract). A report shall be provided to the
installation's commander/COR, not less than semiannually. RCS exempt: AR 333-15,
paragraph 5-2e(6). An information copy of all evaluation reports will be
provided to AMSMC-QAS.
c. Reports of contractor deficiency (00 Form 1715) will be submitted
for signature to the commander/COR prior to forwarding to the contractor for
correction and reponse. Whenever the application or the procedures are
determined inadequate, the contractor will be advised, in writing, and requested
to take corrective action. Follow-through action will be accomplished, as
necessary.
d. The QASAS will assure the contractor is aware of all checkpoints to
be included in the Government evaluation. The QASAS must assure that the
contractor's procedures include inspections that comply with all pertinent
contractual, regulatory, and technica1 requirements.
e. Both AMSMC-QAS and the COR will make a determination of compliance
and implementation of the surveillance program using following indicators:
(1) Adequacy of contractor's surveillance plan.
(2) Administration of the plan.
(3) Lot stock status current and available for Government use.
(4) Copies of Inspection/work schedules available from the
contractor prior to commencing work for the following four items:
(a) Inert items
(b) Building, magazine, and warehouse inspections.
(c) Ammunition and component inspections.
(d) Rail and carrier vehicle inspections.
(5) Inspection results made available to the CUR.
(6) Deficiencies corrected in reasonable time after detection.
(7) Nonconforming materiel properly controlled.
(8) Nonconforming materiel promptly reported.
(9) Availability end use of technical data.
(10) Use of correct sample size.-
(11) Inspection for all appropriate characteristics.
(12) Availability and use of proper inspection equipment.
10
(13) Proper application of condition codes.
(14) All defects in samples detected and properly recorded.
(15) Maintenance of technical history of each lot on DA Form
3022--R.
(16) Defects noted by the COR, not reported by contractor
during inspection, for the following:
(a) Ammunition and component inspection.
(b) Railcar and carrier vehicle inspection.
(c) Initiation, completion, adequacy, and timeliness
of DSR cards.
(d) Magazine inspection.
(e) Disposal operations.
(17) Worldwide Ammunition Reporting System (AR 700--22)
current and updated as required.
(18) Contractor's suspension/restriction procedure and log
adequate.
f. Evaluation Instructions.
(1) Magazine Inspection: Conduct a verification-type
Inspection. The basis for the inspection will be detection of defects
not reported by the contractor. The sample size will be at least 15
percent of those reported by the contractor to be free of defects and
15 percent (but not less then one magazine) of those reported with
defects.
(2) Rail Car and Carrier Vehicle Inspections: At installations
having an assigned transportation officer, the QASAS will monitor
contractor-performed equipment inspections at a frequency determined by
the transportation officer. Monitoring by QASAS for factors established
by AR 702-6, AR 702-12, and AMCR 385-100 will be accomplished at a
frequency of 15 percent. At installations for which HQ, AMCCOM,
Transportation and Traffic Management Directorate performs
transportation officer functions, QASAS personnel will perform all
monitoring of the contractor's inspections. Frequency will be 15
percent. Monitoring must determine the adequacy of compliance with AR
35-355, AMCR 385-100, Department of Transportation regulations, and
technical data, including blocking and bracing drawings. Deficiencies
undetected by the contractor will be presented by formal report as
follows (RCS exempt: AR 335-15, pare 5-2c(3)):
(a) For Installations with a COR-assigned
transportation officer, discrepancy reports will be routed
through the transportation officer to the commander/COR for
submittal to the contractor. If there is an immediate need for
correction, the transportation officer will be advised of
circumstances and is responsible for the final decision.
Delegation of decision authority to the QASAS by the
transportation officer shall be determined locally.
(b) For installations for which HQ, AMCCOM,
Transportation and Traffic Management Directorate performs
transportation officer functions, deficiencies detected by the
QASAS and undetected by the contractor will be presented by
formal report to the commander/COR for submittal to the
contractor. A copy of the report will be furnished to
Commander, AMCCOM, ATTN: AHSMC-TMP. However, if needed
immediately, on-the-spot corrections will be made.
11
(3) Inspection of Ammunition and Components: To evaluate the
contractor's performance of inspections, the QASAS will monitor 15
percent of the inspections. The checkpoints are;
(a) Availability and use of technical data (drawings,
specifications, local SOP, and ammunition data cards).
(b) Using correct sample size.
(c) Contractor detection and recording of all defects
in the samples.
(d) Availability and use of proper tools, gages,
equipment, etc.
(e) Compliance with safety and security regulations
and procedures.
(f) Adequacy of application of condition codes.
(g) Other areas as locally determined necessary.
(4) Records, Reports, and Administration: Evaluation
checkpoints are:
(a) Preparation of' DSR cards. Cards must be
initiated in a timely manner and contain all necessary
Information. Check will include review of performance of
inspections on schedule.
(b) Acting on suspensions and restrictions
promulgated by TB 9-1300-385 and from other services. Assure
related condition code change information is provided to
contractor activities responsible for inventory control and
that the DSR cards reflect the information.
(c) Assurance that lot number listings furnished to
the QASAS to facilitate evaluation of contractor performance
are timely and accurate and that all information has been
reported.
(d) Requests for disposition instructions. Check
should include timeliness and adequacy of preparation, whether
requests were prepared in all required instances, followup
actions, etc.
(e) Availability and adequacy of SOP for contractor
inspection operations.
(f) Electrical continuity and adequacy of lightning
protection systems. Records must reveal that inspections
required by AMCR 385-100 have been accomplished and that
corrective actions have been taken.
(g) Other areas, as locally necessary.
(5) Sampling - Monitoring and Verification: When contractor
performance is locally evaluated as being highly satisfactory, sampling
may be reduced to 10 percent in any or all of the preceding areas, as
locally determined appropriate. When performance is questionable,
sampling may be increased to 20 percent or more. The contractor will be
apprised of tightened inspection requirements. The necessity for
tightened inspection is normally indicative of a need for better
inspection effort by the contractor. In these cases, the contractor
must be apprised of the facts arid directed to improve performance.
12
g. QASAS monthly evaluation of Contractor Surveillance Program will be
based on a 100-point rating system. Each of 25 listed indicators is equally
weighted and is worth 4 points. A maximum of 3 points may be granted for
contractor compliance and 1 point for corrective action for an indicator if no
deficiencies are noted, 4 points may be granted for that indicator. Surveillance
inspections by higher headquarters, when performed, will account for a maximum
of 50 points for that period only. COR review and contractor corrective action
maximum points will then be reduced by half. An adjective rating will be
assigned based on total points granted.
Adjective Rating SUBMARGINAL MARGINAL GOOD VERY GOOD EXCELLENT
- ---------------- ----------- -------- ---- --------- ---------
0-60 61-70 71-80 81-90 91-100
9. Inspection Schedules and Records (GOCO organizations Only).
a. Before starting any work, the contractor will provide copies of
inspection/work schedules and related activities, performed under the
requirements of this regulation, to the QASAS.
b. Copies of inspection records will be made available to the QASAS by
the contractor. This includes, but is not limited to, magazine inspection
reports, lightning protection tests, DSR cards, and DD Forms 626 (Motor Vehicle
Inspection).
c. Stock status of components and finished items (para 4c) will be made
available to the QASAS. Stock status data will include NSN or drawing number, as
applicable, lot number, condition code, date of receipt (for components), date
of manufacture (for locally produced items), and any other data as locally
deemed necessary to effectively evaluate contractor performance. A stock status
report reflecting above data will be furnished, on request, to Commander,
AMCCOM, ATTN: AMSMC-QAS. RCS exempt AR 335-15, paragraph 5-2i.
10. Surveillance Records and Reports.
a. OM Form 3022-R, Army Depot Surveillance Record (DSR).
(1) Army DSR will be Initiated for each lot or serial number
of ammunition, components (explosive loaded or inert), and packing
material in industrial account immediately following initial
surveillance inspection, or if the item is assigned other than
condition code A after acceptance. DSR for field service stock will be
initiated upon acceptance into a field service account. The results of
all investigations, inspections, and tests and a record of any unusual
conditions affecting the ammunition will be entered on the card to
become part of the technical history of the lot/item.
(2) The method and scope of posting to DA Form 3022-R will be
IAW SB 742-1.
13
b. Suspension Control
(1) Control of suspended stock is a function of the
organization with responsibility for ammunition surveillance.
Responsibility includes:
(a) Maintaining the installation's master suspension
record.
(b) Assuring that suspended items which are
restricted from handling or movement are not moved, handled or
shipped, except as specifically authorized by higher
headquarters.
(c) Assuring proper reporting of suspended stocks.
(2) Suspended stocks in storage should be appropriately
identified using DD Form 1575 (Suspended Tag - Material) or DD Form
1575-1 (Suspended Label - Material) or equal, forms provided by
MIL-STD-l29, to preclude unauthorized handling or issue. In addition to
applicable Information as requested on the form, the tag will be
stamped or marked in red letters with one of the following remarks, as
applicable: "Suspended - issue Prohibited" or "Suspended from Issue,
Movement, and Use." Lettering should be the largest possible that is
compatible with the forms. Forms should be securely attached to the
affected lot in storage and to the magazine data card, to preclude loss
during magazine storage operations.
c. Condition Code Change. DA Form 4508 (Ammunition Transfer Record), or
equal, will be used to accomplish location condition code, NSN, nomenclature,
and lot or serial number changes. Changes will be initiated by or processed
through and concurred in by the functional element assigned responsibility for
ammunition surveillance, and reviewed by QASAS.
d. Unserviceable Materiel. Unserviceable field service and CAWCF
materiel will be reported on DA Form 2415 (Ammunition Condition Report (RCS
CSGLD-1202)). Instructions for use and completion of DA Form 2415 are in DA
Pamphlet 738-750. DA Forms 2415 for industrial stocks do not need a cost
estimate and will be submitted to Commander, AMCCOM, ATTN: AMSMC-PDM. All
required local coordination for recommended disposition should be accomplished
prior to submission. unserviceable locally procured/fabricated materiel will be
reported IAW AMCCOMR 140-1.
11. Distribution of Depot Surveillance Record Cards and Ammunition Data
Cards.
Installations will furnish one copy of the DSR card and Ammunition Data Card to
receiving installations for each lot, batch, or group of stocks shipped IAW SB
742-1 (except that if no DSR has yet been established, the fact will be
annotated on the shipping documents).
APPENDIX A
AMMUNITION SURVEILLANCE FUNCTIONAL RESPONSIBILITIES AND STAFFING
1. Organization: The Ammunition Stockpile Reliability Program includes
physical inspection and condition classification of all ammunition
items of issue and related materiel in storage. Administratively, the
management of this function is an integral part of the Government
quality element. The supervisor of the quality element may be a QASAS,
Career Program 20, or a Quality Assurance Specialist, Ammunition,
Career Program 15.
(a) The functional supervisor of the quality element will ensure:
14
(1) Adequate QASAS staffing.
(2) Planning and scheduling the program on the basis of
installation policy, available funds, basic objectives, and the like.
(3) Determination of project priorities on a managerial and
policy basis rather than on a detailed understanding of the technical
phases and operating procedures of the work.
(4) Review of QASAS work from a progress, or policy (or other
similar program) point of view. The question of technical adequacy or
accuracy of work performed is not of concern in this function.
(5) Completion of QASAS performance appraisals by the
appropriate official.
(6) QASAS access to the commander on explosive safety and
ammunition surveillance matters.
(b) The senior QASAS assigned shall:
(1) Serve as the functional focal point for the Ammunition
Surveillance program.
(2) Provide technical direction of the Ammunition Surveillance
program.
(3) Submit Ammunition Surveillance reports to higher HQ.
(4) Evaluate contractor performance of Ammunition Surveillance
program requirements.
2. Staffing: The QASAS Career Program is administered on a centralized
basis by the Ammunition Civilian Career Management Office, U.S. Army
Defense Ammunition Center and School, Savanna, IL. The Career Program
functions through a mandatory rotation, directed placement system.
Additional details, including filling of positions are provided by AR
69O-9O-2O.
(a) The hiring installation determines QASAS requirements, supervises,
rates, and appraises assigned QASAS. Technical direction is provided by AR
740-1, AR 702-6, AR 702-12, SB 742-1, and this regulation.
(b) Personnel spaces for QASAS will be based upon the workload
represented by required surveillance inspections. Workload is computed as
follows:
(1) Field Service Stock: Number of lots on hand divided by the
inspection interval stated in SB 742-1 equals the yearly average
workload.
(2) Industrial Stock: Number of lots on hand divided by the
inspection Interval (2 years) provided by this regulation equals the
yearly average workload.
(3) Magazine Inspection: Number of magazines multiplied by 1.7
(7-month inspection interval).
(4) Transportation Inspections.
15
(a) Outgoing: Number of transportation units multiplied by 2
(inspection required before and after loading).
(b) Incoming: Number of transportation units (Inspection required prior
to entry to the installation).
(5) Area and Demil Inspections: Number of hours required to
adequately monitor area and demil operations for safety and compliance
with local SOP. Monitoring of demil will include inspection of residue
and certification of demil IAW procedures in SB 742-1 and this
regulation.
(c) Manhours required for individual activities are best computed from
installation history. A valuable source of manhour data is the Quality Assurance
(Ammunition) Quarterly Management Report, RCS DRCQA 124, prepared IAW DARCOM-R
702-7. Contract Data Requirements List sequence no. 385 applies.
(d) At GOCO installations, impact of the individual contract on
required manhours must be considered. QASAS review is required on 15 percent of
contractor performed inspections. Total QASAS workload must consider all
elements such as:
(1) Temporary duty to other plants served by the home station
QASAS.
(2) Estimated manhours required for inspections performed
personally by the QASAS, such as Foreign Military Sales (FMS) and
Prepositioned (PREPO) shipments.
(3) Administrative requirements such as evaluation of
contractor performance.
(4) Leave and training hours.
3. Responsibility of Contractor: At GOCO AAPS specific contract clauses
shall be included for the Ammunition Surveillance requirements. The
following matrix charts provide typical responsibilities for various
phases and elements.
(a) TASK: INSPECTION OF MATERIEL IN STORAGE.
FIELD SERVICE INDUSTRIAL SERVICE
DESCRIPTION OF RESPONSIBILITY RESPONSIBILITY
FUNCTION GOVERNMENT CONTRACTOR GOVERNMENT CONTRACTOR
--------------------- --------------------- ---------------------
(1) Schedule X X
(2) Select samples X X
(3) Transport samples, X X
as required
(4) Prepare (unpack,etc) X X
samples
(5) Inspect X X X
(6) Prepare report, assign X X
condition code
16
(7) Prepare samples for X X
storage (repack)
(8) Return samples to X X
storage
(9) Evaluate above
contract work IAW
paragraph 8 for:
(a) Proper criteria X X
(b) Proper application of X X
criteria
(c) Condition code changes X X
* Contractor will conduct inspection of field service stocks to the extent and
under the direction of the COR staff (QASAS).
(b) TASK: INSPECTIONS OF MAGAZINE, WAREHOUSES AND AMMUNITION STORAGE
SITES.
FIELD SERVICE AND INDUSTRIAL STOCKS
DESCRIPTION OF FUNCTION RESPONSIBILITY
- ---------------------------------------- -----------------------------------
GOVERNMENT CONTRACTOR
----------------- ---------------
(1) Schedule X
(2) Obtain planograph X
(3) Review planograph for:
(a) Item compatibility X
(b) Net explosive weight X
(4) Using check list provided by SB 742-
1, inspect magazine/warehouse for:
(a) Compliance with storage drawings X
(b) Accuracy of planograph X
(c) Structural deficiencies X
(d) Unsafe storage practices and procedures X
(5) Inspect and test lightning protection X
system
(6) Prepare and distribute report of X
discrepancies
(7) Ensure adequate corrective action X
17
(8) Evaluate above work IAw paragraph 8
for:
(a) Proper criteria X
(b) Proper application of criteria X
(c) Adequate corrective action X
(c) TASK: INSPECTION OF OUTGOING AMMUNITION SHIPMENTS.
FIELD SERVICE INDUSTRIAL SERVICE
DESCRIPTION OF RESPONSIBILITY RESPONSIBILITY
FUNCTION GOVERNMENT CONTRACTOR GOVERNMENT CONTRACTOR
- ----------------------------- --------------------- ---------------------
(1) Review shipping
documents for:
(a) Suitability of X X
selected lot
(b) Correct item identity X X
(c) Correct Department of X X
Transportation
nonemclature
(2) Determine X
requirements for
functional clearance
(FMS, PREPO,
Overhead Fire),
(3) Obtain functional X X
clearance
(4) Inspect conveyance X X
(DD Form 626)
(5) Report unacceptable X X
conveyance
(6) Inspect loading
operation for:
(a) Correct material X X
(b) Proper loading techniques X X
(c) Safety in handling X X
(d) Compliance X X
w/outloading dwg
requirements
(7) Perform final X X
inspection of
shipment/properly
secure conveyance
(DD Form 626)
18
(8) Report operational X X
deficiencies
(9) Evaluate above
contractor work IAS
paragraph 8 for
(a) Proper criteria X X
(b) Proper application of X X
criteria
(c) Proper reporting of X X
deficiencies
(d) Adequate corrective X X
action on deficiencies
(d) TASK: INSPECTION OF INCOMING AMMUNITION SHIPMENTS.
DESCRIPTION OF FUNCTION RESPONSIBILITY
- --------------------------------------- ----------------------------------
GOVERNMENT CONTRACTOR
---------------- --------------
(1) Inspect incoming conveyance for:
(a) Safety aspects of equipment
(DD Form 626) X
(b) Evidence of tampering or sabotage X
(c) Evidence of damage in transit X
(d) Improper blocking and bracing X
(2) Inspect receiving operations for:
(a) Unsafe operating practices X
(b) Compatibility and explosive safety X
(3) Prepare reports of deficiencies X
(4) Submit reports of deficiencies X
(5) Monitor above contractor work IAW
paragraph 8 for:
(a) Proper criteria X
(b) Proper application of criteria X
(c) Adequate corrective action on
deficiencies X
19
(e) TASK ADMINISTRATION.
DESCRIPTION OF FIELD SERVICE AND INDUSTRIAL STOCK
FUNCTION RESPONSIBILITY
- ---------------------------------------- ----------------------------------
GOVERNMENT CONTRACTOR
----------------- --------------
(1) Maintain lot listing of stocks in storage X
(2) Prepare and maintain ammunition data X
cards
(3) Prepare reports X
(4) Submit reports X
(5) Prepare and maintain DSR, DA Form X
3022-R
(6) Prepare SOP X
(7) Review/approve contractor operational X
SOP
(8) Receive/ensure receipt of all suspensions, X X
restrictions, and releases, and Ammo
Information Notices
(9) Maintain master suspension file X X
(10) Check stock records for suspended/
restricted lots X* X
(11) Place/remove suspended tags on/from X
stock
(12) Prevent shipment/issue of suspended/ X* X
restricted stocks
(13) Evaluate above contractor work IAW
paragraph 8 for:
(a) Proper procedure X
(b) Proper application of procedure X
(c) Adequate corrective action X
on deficiencies
* Field Service Stocks Only.
20
(f) TASK: INSPECTION OF MAINTENANCE, DEM1L AND AREA OPERATIONS.
DESCRIPTION OF FUNCTION RESPONSIBILITY
- ------------------------------------------------- ---------------------------
GOVERNMENT CONTRACTOR
------------ -------------
(1) Ensure all operations are conducted IAW X
approved SOP
(2) Enforce quantity distance requirements X
and explosive limits in all area operations
(3) Inspect memo maintenance operations for X
quality and safety requirement
(4) Inspect storage and demil operations for X
safety requirements
(5) Prepare reports of deficiencies and X
submit to operating element
(6) Follow up reports to ensure appropriate X
corrective action
(7) Evaluate above work IAW paragraph 8 X
for adequacy
APPENDIX B
GEOGRAPHICAL GROUPING OF AMMUNITION PLANTS
Home Station Supported Installation
------------ ----------------------
Group A Lone Star
Group B Redford Volunteer
Holston
Group C Lake City Sunflower
Kansas
Group D Indiana Revenna
Group E Iowa Joliet
Badger
Twin Cities*
Group F Milan
Group G Louisiana Mississippi
Group H Longhorn
* Support to be provided when ammunition is stored.
21
The proponent of this publication is the HQ, AMCCOM,
Product Assurance Directorate. Users are invited to
send comments to Commander, AMCCOM, ATTN:
AMSMC-QAS-C, Rock Island, IL 61299--6000
FOR THE COMMANDER:
OFFICIAL: MURRAY C. SWINDLER
Colonel, GS
Chief of Staff
/s/ Paulette J. Mionor
PAULETTA J. MINOR
CPT, CS
Adjutant
DISTRIBUTION:
A, B-1, B-2, B-3, B-5, B-6
Crane AM (SMCCN--RMA) (5)
AMSMC-QAS-C (5)
22
BASIC AGREEMENT NO. 04T002
IONATRON
EXHIBIT D
ORDER 001
BASIC ORDER AGREEMENT ORDER 001
1. Order 001 (hereafter referred to as "Order" or "subcontract") is issued
pursuant to Basic Agreement 04T002 (the "Agreement") and incorporates
all the terms and conditions of the Agreement between MASON
TECHNOLOGIES INC. (hereafter referred to as "MTI" or "Contractor") and
IONATRON INC. (hereafter referred to as "SUBCONTRACTOR") in such a
manner as if set forth in full text.
2. This Order grants to SUBCONTRACTOR the right to use approximately
50,148 square feet of space in Building #9101, as shown on Exhibit A
(the "Facility"), including parking and ingress/egress and the right,
in common with others, to the use of supporting facilities and
roadways. This right is granted for a period of five (5) years, to
commence on the Commencement Date (as defined herein in Paragraph 3.D)
and to expire on the last day of the month in which occurs the fifth
(5th) anniversary of the Commencement Date (the "Expiration Date"),
subject to two (2) five (5) year extension options as more particularly
set forth in the Agreement. The negotiated monthly Fixed Service Fee
for this right is shown on Exhibit C. Maintenance obligations of the
parties are described on Exhibit D.
3. A. The parties anticipate that with and to the extent of funding
provided by the Army, the Contractor shall make certain
initial modifications to the Facilities, as shall be mutually
agreed to by the parties (the "ARMS Facility Modifications").
The Army shall be responsible for the inspection and
acceptance of such work. These modifications are described in
the Conceptual Statement of Work (the "Charette") annexed
hereto as Exhibit E. The Charette embodies the current design
requirements which shall be superseded and replaced with a 60%
Design/Build Engineering Package (the "Plans") as agreed to by
the parties.
B. Not later than the date which is 30 calendar days after the
Initial Funding Approval Date (as hereinafter defined in
paragraph E below), Contractor shall prepare the Plans for all
work to be performed by Contractor at the Facilities, which
Plans shall be prepared by Contractor (i) in compliance with
all applicable laws and (ii) substantially in accordance with
the Charette. SUBCONTRACTOR shall attend and actively
participate in Design Reviews as scheduled by the Contractor.
SUBCONTRACTOR's design review comments shall be incorporated
into the Plans during the Design Review process to the extent
feasible and to the extent such comments do not constitute a
Change (as defined in Paragraph C below) to the Charette, or
cause Contractor to incur costs in excess of the funding or
delays beyond the Completion Date for the project schedule as
set forth in the Charette, which date has been established as
March 30, 2005, and which date has established the
Contractor's performance period approved by the Army for
completion of the ARMS Facility modifications. SUBCONTRACTOR
must respond either with approval or with reasonable reasons
for disapproval within five (5) business days after receipt of
the Plans.
Page 1 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
Contractor shall, within five (5) business days following
receipt of SUBCONTRACTOR's reasons for disapproval, seek to
amend the Plans to remedy such reasonable objections and shall
re-submit them to SUBCONTRACTOR for approval, but such
re-submittal is subject to the Army's approved schedule and
funding limitations. This process shall continue, each party
responding within five (5) business days, except to the extent
the Army may make changes that affect this approval cycle,
until the Plans are approved by SUBCONTRACTOR. The work
described in the Plans is referred to herein as "Contractor's
Work". However, once SUBCONTRACTOR has partially or wholly
approved any of the Plans during the Design Review process,
SUBCONTRACTOR cannot "unapprove" such partial or wholly
approved Plans. Any attempt to do so shall constitute a Change
to Contractor's Work as defined in Paragraph C below.
Notwithstanding anything to the contrary in this Order 001, if
SUBCONTRACTOR's comments have a de minimis effect on cost or
schedule, they will not constitute a Change, for purposes of
all references to the term "Change" throughout this Order 001.
C. Any adjustments, changes or revisions made by the
SUBCONTRACTOR or any party for which SUBCONTRACTOR is
responsible, and any changes due to force majeure conditions
or any other conditions beyond the control of the Contractor
which affect the Contractor's cost or schedule for the design
and/or construction of the ARMS Facility Modifications, shall
constitute a Change to this Order and a Change Order shall be
executed by the SUBCONTRACTOR and Contractor with approval by
the Army. A Change Order is a written order signed by the
SUBCONTRACTOR and Contractor, authorized by the Army, issued
after execution of this Order, authorizing a Change in the
Work or adjustment in the Contract Price or schedule. Change
Orders as defined herein shall either be in the form of (i)
ENG-43, SUBCONTRACTOR Work Request Form, for changes affecting
the price of the design and/or construction of the ARMS
Facility Modifications for which SUBCONTRACTOR is responsible
for funding, and/or (ii) a modification to this Order for
changes affecting Contractor's completion schedule of the ARMS
Facility Modifications.
D. Contractor shall perform its design and construction services
in accordance with generally accepted principles and practices
used by licensed professional contractors performing similar
services. During the performance of such work and for up to
one (1) year following the completion of such work, Contractor
shall re-perform, at its own expense, design and construction
defects and/or the design or construction work that fail to
conform to the foregoing standard of care, provided that
Contractor is notified of the failure in writing by
SUBCONTRACTOR within fifteen (15) days after discovery of such
nonconformity. the warranties and remedies set forth in this
SUBarticle 3D are the exclusive warranties and remedies made
by contractor FOR SUCH WORK and are in lieu of any
Page 2 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
and all other warranties and remedies, express or implied. The
foregoing warranties and remedies shall apply whether arising
or alleged to arise in contract, tort (including negligence),
strict liability, or otherwise. Contractor's design and
construction work shall be substantially completed on or
before March 30, 2005 (the "Completion Date"). For purposes of
this Order, "Substantial Completion" shall mean that
Contractor's design and construction work is sufficiently
complete in accordance with the Plans so that SUBCONTRACTOR
can occupy and utilize the Facilities for the Permitted Use,
provided that incomplete punch list items shall be completed
within ninety (90) days of the Commencement Date (as
hereinafter defined). If Substantial Completion occurs after
the Completion Date, but before 3 months from such date,
SUBCONTRACTOR agrees to wait to occupy the Facilities until
such time the work is completed even if such delay is due to
the fault of Contractor, except Contractor agrees to make
diligent reasonable steps to minimize such delay, but has no
obligation to incur additional overtime expenses for overtime
labor or premium costs for materials or equipment. The
foregoing represents SUBCONTRACTOR's exclusive remedy for
delays that in the aggregate are less than 3 months. However,
subject to the terms of the following sentence, if Substantial
Completion does not occur within three (3) months after the
scheduled Completion Date (the "Outside Date"), the
SUBCONTRACTOR shall have the right to terminate this Order and
the Agreement without any liability of any kind to the
Contractor. If Contractor's Work is not Substantially Complete
by the scheduled Completion Date as a result of any act or
omission of SUBCONTRACTOR, or as a result of a force majeure
event as defined in Article XXIX H of the Agreement to which
this Order is attached, the Completion Date (and, accordingly,
the Outside Date) shall be extended one day for each day that
Contractor's Work was not completed by reason of such act or
omission or force majeure in accordance with the Change
provisions in 3.C above. Contractor shall have no liability
whatsoever for any delay in the work, whether such delay falls
within such 3 month period or beyond. Such right to
termination shall be SUBCONTRACTOR's exclusive remedy for such
delay and SUBCONTRACTOR agrees that such exclusive right
applies even IF CAUSED BY Contractor's fault or negligeNce. In
the event that the SUBCONTRACTOR terminates this Order and the
Agreement under this provision, the SUBCONTRACTOR agrees that
termination as described herein shall be the SUBCONTRACTOR's
exclusive remedy and shall be in lieu of all other remedies,
whether in equity or law. The date Contractor delivers the
Facilities to SUBCONTRACTOR with Contractor's Work
substantially completed for SUBCONTRACTOR's occupancy shall be
deemed to be the "Commencement Date" for all purposes of this
Order and the Agreement.
Page 3 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
E. If (a) Contractor does not receive the ARMS funding from the
Army for the purpose of preparing the Plans by July 19, 2004
(the "Initial Funding Approval Date"), (b) Plans are not
submitted to the Army by October 14, 2004, or (c) the
Contractor does not receive the ARMS funding from the Army for
the purpose of performing the Contractor's Work by November 10
2004 (the "Second Funding Approval Date"), in any of these
such cases, CONTRACTOR or SUBCONTRACTOR shall have the right
to terminate without liability of any kind to the other party
this Order and the Agreement upon three (3) days' written
notice to the other, in which event this Order and the
Agreement shall be deemed to be terminated and of no further
force or effect and the parties shall be relieved of all
obligations hereunder. Notwithstanding the foregoing, neither
party shall have the right to terminate this Agreement if the
reason the foregoing dates are not met arises out of such
party's fault or negligence.
4. A. SUBCONTRACTOR shall pay a deposit of $44,448.82, 1/2 of which
shall be due and payable at the time of execution of this
Order with the balance due at occupancy or Substantial
Completion, whichever occurs first. This deposit shall be held
by the Contractor as security for the satisfactory performance
of all of the terms and conditions provided herein. For each
year that the Facilities are maintained by the SUBCONTRACTOR
in accordance with the Agreement and this Order, a $500.00
deduction shall be applied to the December invoice for the
monthly Fixed Service Fee. Upon termination or expiration of
this Order, the Contractor shall return said deposit provided
that SUBCONTRACTOR shall not be in default of the terms and
conditions of this Order and the Agreement.
B. Payment of the Fixed Service Fee must be received by the
Contractor within the first ten (10) working days of each
month with the first payment being due on the Commencement
Date (as defined in the Agreement).
C. The cost of all utility demand services described in the
Agreement, as well as air-conditioning the Facilities, to be
provided by Contractor to the Facilities shall be invoiced
monthly via Form GA-25. Cost of utility demand services
described in the Agreement are further detailed in Exhibit C.
Cost of other demand services provided by Contractor will be
invoiced monthly via Form GA-25 at the mutually agreed upon
price. Payment for the amounts billed via Forms GA-25 are due
and must be received by the Contractor within thirty (30)
calendar days of the invoice date. SUBCONTRACTOR's failure to
make timely payments for such services will result in
Contractor's discontinuance of said services to SUBCONTRACTOR
upon ten (10) days written notice from Contractor to
SUBCONTRACTOR provided that if SUBCONTRACTOR shall make such
payment with such ten day period, Contractor shall not
discontinue service. A $500.00 reconnection fee will be
assessed to SUBCONTRACTOR for reinstatement of demand services
by the Contractor discontinued pursuant to this provision.
Page 4 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
D. Unless specifically waived by MTI's General Manager, a late
payment charge of 5% of any overdue amount shall automatically
be imposed. The overdue amount shall bear interest at the rate
of 4% per annum over the "base rate" announced by Citibank,
N.A. (or its successor) as of the date of default, or the
maximum legal rate, whichever is the lowest, until the date of
payment. Notwithstanding the foregoing, if SUBCONTRACTOR shall
fail to make timely payments of any amount due under the
Agreement for more than three (3) times in any twelve (12)
month period, a late payment charge of 6% of any overdue
amount shall be imposed, and such overdue amount shall bear
interest at the rate of 1.5% per month, compounded monthly, or
the maximum legal rate, whichever is the lowest, until
repayment. In the event Contractor places any overdue amount
in the hands of an attorney for collection or is collected
through any court, including bankruptcy court, SUBCONTRACTOR
agrees to reimburse Contractor's actual out-of-pocket
reasonable attorneys' fees incurred in collecting said
amounts.
5. Right of First Refusal
SUBCONTRACTOR shall have a right of first refusal pursuant to Army
approval to occupy (a) all or any portion of the space within the MSAAP
known as the Forge Room Mezzanine (up to 231,843 square feet) and (b)
all or any portion of the space within the MSAAP known as the East End
(up to 125,709 square feet), each as depicted on Exhibit A attached
hereto, which become available for occupancy (the "Right of First
Refusal Space") on the terms set forth herein. If at any time during
the Term, Contractor desires to enter into a use agreement for any
Right of First Refusal Space and Contractor thereafter obtains a
written bona-fide offer with respect to any Right of First Refusal
Space upon terms and conditions that are agreeable to Contractor, then
Contractor shall first offer such Right of First Refusal Space to
SUBCONTRACTOR upon the identical terms set forth in such offer
("Contractor's Offer"), which Contractor's Offer shall contain the
material terms of the proposed agreement, including, without
limitation, the fixed service fee, the term, renewal options and
service fee concessions (if any). Upon the giving of Contractor's
Offer, SUBCONTRACTOR shall have the right, exercisable by written
notice to Contractor given within thirty (30) days thereafter (the
"Acceptance Period"), to elect to occupy the Right of First Refusal
Space upon the terms and conditions set forth in Contractor's Offer,
subject to the provisions of this Paragraph 5. If SUBCONTRACTOR fails
to exercise such right of first refusal within such Acceptance Period,
Contractor shall have the right to enter into a use agreement for the
Right of First Refusal Space to such third party offeror on the same
terms as those set forth in Contractor's Offer; provided, however, if
Contractor fails to execute an agreement with such third party offeror
within one hundred twenty (120) days following the expiration of the
Acceptance Period on the same terms and conditions as those set forth
in Contractor's Offer, Contractor shall be required to repeat the
procedure set forth in this Paragraph 5. If SUBCONTRACTOR timely
accepts such right of first refusal, a subsequent Order shall be issued
by the Contractor to (i) add the Right of First Refusal Space to the
Facilities at the fixed service fee set forth in Contractor's Offer and
(ii)
Page 5 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
include all other terms with respect to the Right of First Refusal
Space as set forth in Contractor's Offer not covered by the Agreement
(it being understood that the term for the Right of First Refusal Space
shall be coterminous with the term for the remainder of the Facilities,
as same may be renewed in accordance with the provisions of the
Agreement). Contractor acknowledges and agrees that it shall have no
right to lease any Right of First Refusal Space during the Term without
fully complying with this Paragraph 5.
6. The billing address for SUBCONTRACTOR is:
Ionatron Inc.
Attn: Thomas C. Dearmin
Building 9101
MSAAP Industrial Complex
Stennis Space Center, MS 39529
7. The physical address for SUBCONTRACTOR is:
Ionatron Inc.
Building 9101
MSAAP Industrial Complex
Stennis Space Center, MS 39529
Page 6 of 7
BASIC ORDER AGREEMENT 04T002 ORDER 001
IN WITNESS WHEREOF, the undersigned have executed this order by their
duly authorized officers on this 14th day of July, 2004.
CONTRACTOR: SUBCONTRACTOR:
MASON TECHNOLOGIES INC. IONATRON INC.
By: By:
-------------------------------- -----------------------------------
Kim R. Spiers Thomas C. Dearmin
Vice-President & General Manager President & Chief Executive Officer
Date: Date:
-------------------------------- -------------------------------
Page 7 of 7
BASIC ORDER AGREEMENT 04T002
ORDER 001
EXHIBIT A
PROPOSED IONATRON FACILITY
MISSISSIPPI ARMY AMMUNITION PLANT - BUILDING 9101
GRAPHICS OMITTED
BASIC ORDER AGREEMENT 04T002
ORDER 001
EXHIBIT B
RESERVED
There is no Army and/or Contractor owned property applicable to this
Order 001.
Page 1 of 1
BASIC AGREEMENT 04T002
ORDER 001
EXHIBIT C
FIXED SERVICE FEES: Price for Fixed Services as described in Article XIII of the
Agreement is set forth below:
YEAR ONE (1)
-------------------------------------------------
Monthly Annual
-------------- -------------
Space Type Sq. Ft Rate Cost Cost
------------ ------------ -------------- -------------
Office/Admin-Air Conditioned 5,364 $7.36 $3,289.92 $39,479.04
Manufacturing/Assembly-Air Conditioned 23,051 $6.16 $11,871.27 $142,455.18
Assembly/Warehouse-Not Air-Conditioned 21,733 $3.90 $7,063.23 $84,758.70
50,148 $22,224.41 $266,692.92
YEAR TWO (2)
-------------------------------------------------
Monthly Annual
-------------- -------------
Space Type Sq. Ft Rate Cost Cost
------------ ------------ -------------- -------------
Office/Admin-Air Conditioned 5,364 $7.45 $3,330.15 $39,961.80
Manufacturing/Assembly-Air Conditioned 23,051 $6.25 $12,005.73 $144,068.75
Assembly/Warehouse-Not Air-Conditioned 21,733 $3.94 $7,135.67 $85,628.02
50,148 $22,471.55 $269,658.57
YEAR THREE (3)
-------------------------------------------------
Monthly Annual
-------------- -------------
Space Type Sq. Ft Rate Cost Cost
------------ ------------ -------------- -------------
Office/Admin-Air Conditioned 5,364 $7.56 $3,374.85 $40,498.20
Manufacturing/Assembly-Air Conditioned 23,051 $6.33 $12,159.40 $145,912.83
Assembly/Warehouse-Not Air-Conditioned 21,733 $3.99 $7,226.22 $86,714.67
50,148 $22,760.48 $273,125.70
YEAR FOUR (4)
-------------------------------------------------
Monthly Annual
-------------- -------------
Space Type Sq. Ft Rate Cost Cost
------------ ------------ -------------- -------------
Office/Admin-Air Conditioned 5,364 $7.64 $3,415.06 $40,980.96
Manufacturing/Assembly-Air Conditioned 23,051 $6.41 $12,313.06 $147,756.91
Assembly/Warehouse-Not Air-Conditioned 21,733 $4.04 $7,316.78 $87,801.32
50,148 $23,044.93 $276,539.19
YEAR FIVE (5)
-------------------------------------------------
Monthly Annual
-------------- -------------
Space Type Sq. Ft Rate Cost Cost
------------ ------------ -------------- -------------
Office/Admin-Air Conditioned 5,364 $7.75 $3,464.25 $41,571.00
Manufacturing/Assembly-Air Conditioned 23,051 $6.50 $12,485.96 $149,831.50
Assembly/Warehouse-Not Air-Conditioned 21,733 $4.10 $7,425.44 $89,105.30
50,148 $23,375.65 $280,507.80
* Square footage is estimated based on present design; this figure may
increase or decrease based on design changes.
Page 1 of 2
BASIC AGREEMENT 04T002
ORDER 001
EXHIBIT C
DEMAND SERVICES -UTILITIES: Price definition to provide utilities as described
in Article XIII B.1, B.2, B.3 and B.4 of the Agreement Is set forth below:
ELECTRICITY. Provide electrical power. Cost of consumption will be
based on usage as determined by either meters, if available, or
engineering estimated kilowatt-hours. Pricing will be determined by
applying the then-current MTI G&A rates to the actual amounts billed by
Mississippi Power Co. through NASA plus applicable taxes, if any, and
adding that amount to the actual billed amount and applicable taxes.
The sum shall be the price each month.
HEAT. Provide gas for heat. Cost will be based on actual gas billed by
supplier. Pricing will be determined by applying the then-current MTI
G&A rates to the actual amounts billed adding that amount to the actual
billed amount. The sum shall be the price each month.
WATER AND SEWAGE. Provide potable water and domestic sewage disposal in
accordance with the existing distribution system. Pricing will be based
on engineering estimates, if not separately metered, multiplied by the
periodic commercial rate approved by the Army for use Plant-wide,
including the application of MTI's then-current G&A rates. A minimum
monthly charge of $25 per building shall apply in accordance with the
Army agreement.
COMMUNICATIONS. Provide communication capabilities to include, but not
limited to, local and long distance service in accordance with its
existing communication system. Pricing will be determined by
multiplying the then-current MTI G&A rates by the actual toll charges
of the carrier plus applicable taxes, and adding this amount to the
actual toll charges and applicable taxes. A monthly charge of $5 shall
apply for each active port.
NOTE: 1. Each of the above unit prices shall include recovery of the
then-current G&A rates (MSAAP and Home Office) as approved by the Army
for Plant-wide application.
Page 2 of 2
BASIC AGREEMENT 04T002
ORDER 001
EXHIBIT D
MAINTENANCE OBLIGATIONS
Mississippi Army Ammunition Plant
MASON TECHNOLOGIES INC. MAINTENANCE RESPONSIBILITIES
1. Roads and grounds upkeep
1.1. Basic grass maintenance adjacent to building twice per month
during growing season excluding maintenance of ornamental
plants.
2. Pest Control
3. Maintenance of parking lot
4. Building and building systems corrective and preventative maintenance
to include:
4.1. Roofs
4.2. Walls and structural floors
4.3. Building structure
4.4. Loading dock levelers
4.5. Utilities Distribution (point of interface between
distribution and equipment is at first isolation device from
main distribution line)
4.5.1. Boiler system supply and return piping.
4.5.2. Electrical
4.5.2.1. Power feed to building systems (i.e. HVAC,
lighting).
4.5.2.2. Process power feed to tenant equipment -
maintenance interface is at first fuse at
motor control center or at buss bar. Fuse
remains the responsibility of tenant.
4.5.2.3. General 110/220 power to plug located on
shop floor.
4.5.3. Water Systems: fire and domestic-entire system.
4.5.4. Sanitary Sewage - entire system.
4.5.5. Natural gas from meter to boiler. Natural gas
supplier, Centerpoint Energy, is responsible for
distribution up to and including meter.
4.6. Boiler System
4.7. HVAC systems (i.e. assembly and warehouse areas, break rooms,
offices and cafeterias).
4.8. Building fire systems to include piping and electronic
detection systems.
4.9. Building lighting (i.e. bathrooms, general production floor
lighting, administrative areas) excluding relamping of
interior light bulbs.
4.10. Door locking devices.
4.11. Windows.
4.12. Doors to include personnel and overhead.
4.13. Bathrooms to include fixtures and mirrors.
4.14. Storm drainage systems.
4.15. General 110 volt power to include distribution panels and
outlets.
4.16. General exhaust fans and louvers.
4.17. Digital and analog phones and associated lines.
4.18. Relamping of exterior lighting to include parking lot
lighting.
Page 1 of 2
BASIC AGREEMENT 04T002
ORDER 001
EXHIBIT D
MAINTENANCE OBLIGATIONS
Mississippi Army Ammunition Plant
4.19. Lightning protection.
4.20. Hot water heaters.
IONATRON MAINTENANCE RESPONSIBILITIES
1. Shop and administrative area housekeeping.
2. Horticulture services.
3. Painting for aesthetic purposes to include painting and sealing of
assembly and warehouse floors.
4. Corrective and preventive maintenance of the following:
4.1. Air compressors, fixed and portable.
4.2. Internal Cat 5 wiring.
4.3. Personal property to include but not limited to:
4.3.1. Personal computers and other data collection systems.
4.3.2. Furniture.
4.3.3. Material handling and charging equipment.
4.3.4. Inventory control electronic system.
4.3.5. Video teleconferences equipment
4.4. Security devices to include cameras, card readers and
associated equipment.
4.5. Signage and displays provided by tenant to include relamping
if necessary.
4.6. Relamping of interior lighting.
4.7. Satellite communications systems.
4.8. Faraday cage and grounding system
4.9. Vending machines, microwaves and icemakers.
4.10. HVAC systems specific to tenant operations.
Page 2 of 2
BASIC ORDER AGREEMENT 04T002
ORDER 001
EXHIBIT E
ARMS IMPROVEMENTS
SEE ATTACHED CHARETTE REPORT AS PREPARED BY THE MASON & HANGER GROUP DATED JUNE
14, 2004.
PLEASE NOTE THAT THIS EXHIBIT EMBODIES THE CURRENT DESIGN REQUIREMENTS WHICH
SHALL BE SUPERSEDED BY AND REPLACED WITH THE PLANS AS AGREED TO BY THE PARTIES.
Page 1 of 1
BASIC AGREEMENT NO. 04T002
IONATRON
EXHIBIT F - DoD 5220.22-M, NATIONAL INDUSTRIAL SECURITY PROGRAM
OPERATING MANUAL (NISPOM), APPENDIX C
Definition of Foreign Person
BASIC ORDER AGREEMENT 04T002 EXHIBIT F