ULA and the City shall be referred to as the Parties and individually as a Party. RECITALS AND REPRESENTATIONS

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1 AGREEMENT BETWEEN THE CITY OF CENTENNIAL, COLORADO AND UNITED LAUNCH ALLIANCE, LLC This AGREEMENT (hereinafter Agreement ) is made by and between THE CITY OF CENTENNIAL, COLORADO (hereinafter the City ), a Colorado home rule municipal corporation and UNITED LAUNCH ALLIANCE, LLC (hereinafter ULA ), a Delaware limited liability company. ULA and the City shall be referred to as the Parties and individually as a Party. RECITALS AND REPRESENTATIONS WHEREAS, ULA proposes to retain and to expand its business operations located within the City of Centennial and to establish its headquarters and public business address within the City of Centennial; and WHEREAS, ULA s headquarters in the City is expected to directly or indirectly contribute to or benefit the City s economic stability, economic growth, economic diversification, job creation, and future tax revenues in addition to providing other substantial tangible and intangible benefits to the City; and WHEREAS, the City desires to assist ULA in the retention and expansion of its business operations and finds that the expenditure of public funds as provided by this Agreement directly provides a substantial public benefit; and WHEREAS, ULA and the City desire to set forth in this Agreement certain agreements to the benefit of both parties; and NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement, ULA and the City agree as follows: 1. Purpose of Agreement: This Agreement is intended by the Parties to set forth the basic obligations necessary to promote and achieve ULA s retention and expansion of its business operations within the City of Centennial and to encourage ULA to establish a location within the City of Centennial as ULA s headquarters. This Agreement is intended to govern the Parties relationship as to properties described in Exhibit A (the Area ) of this Agreement and shall not apply to property located outside of such Area which is generally bounded by U.S. Interstate 25 on the east, County Line Road on the south,

2 South Chester Street on the west, and Dry Creek Road on the north. The Parties recognize and understand that additional mutually acceptable agreements or actions may be necessary to more fully implement the terms and conditions of this Agreement provided that such additional agreements or actions are not inconsistent or in conflict with this Agreement, unless otherwise agreed by the Parties. By way of example only and not by way of limitation, it may be necessary for the Parties to specify with greater clarity the method and the timing of any reimbursement of taxes as provide by this Agreement. 2. City Council Approval Required: This Agreement is subject to the express legislative approval by Resolution of the City Council of the City of Centennial. 3. Definitions: For purposes of this Agreement, the following terms and phrases shall have the meanings indicated: A. Effective Date shall mean the date of formal approval of the Agreement by Resolution of the City Council for the City of Centennial regardless of the date of execution of this Agreement by ULA. B. Furniture, fixtures and equipment or FF&E shall mean depreciable assets consisting of office furniture (e.g., desks and chairs), building fixtures (e.g., lighting), and equipment (e.g. computer equipment and systems) and similar items commonly considered as furniture, fixtures and equipment by the local business community which FF&E is purchased after the Effective Date of this Agreement. C. Headquarters or headquarters operations shall mean ULA s actually physical presence within the corporate boundaries of the City of Centennial and ULA s formal and public designation of its primary business address as located within the City of Centennial; such primary business address shall be used for purposes of conducting ULA s principal administrative activities including, but no limited to, purchasing and procurement of goods and services associated with ULA s business operations

3 notwithstanding that ULA may also conduct or undertake a portion of its administrative business operations or other functions outside of corporate boundaries of the City of Centennial. D. Tax or taxes shall mean only tax lawfully imposed by the City, paid by ULA, and actually collected and received by the City of Centennial. Any reference to tax or taxes in this Agreement shall not mean or include any tax, fee, charge, or assessment by whatever name or title imposed by federal, state, county, other local government, or special taxing district. (i) Sales Tax shall mean a Tax, as defined above, described in Article 1 of Chapter 4 of the City of Centennial Municipal Code. (ii) Use Tax shall mean a Tax, as defined above, described in Article 1 of Chapter 4 of the City of Centennial Municipal Code. E. ULA Property shall mean only such property owned or leased by ULA within that area described in Exhibit A. 4. Agreement Subject to ULA s Establishment of Headquarters in City. The Parties obligations under this Agreement shall be contingent upon ULA establishing its headquarters (as defined above) within the City of Centennial. 5. Tax Revenue Sharing: The City is willing to assist ULA in retaining and expanding their headquarter operations in the City of Centennial in order to both facilitate ULA s interests and to advance the public interest and public benefit to be derived from such operations. Subject to ULA s conformance with all requirements imposed by this Agreement including, specifically, conformance with ULA s operation and presence within the City of Centennial as provided in paragraph 4 below, the City agrees to share tax revenue with ULA as follows:

4 A. Use Tax Reimbursement for Tenant Improvement to Existing Structures Located within the City. The City shall reimburse Fifty Percent (50%) of Use Taxes on Qualified Tenant Improvements. The maximum amount of Use Tax reimbursement to ULA pursuant to this paragraph shall be $200,000. For purposes of this paragraph, a Qualified Tenant Improvement shall mean an improvement made to a structure that: 1. as of the Effective Date of this Agreement, is (a) existing; and (b) not owned or leased by ULA on or before the Effective Date; and (c) located on a lawfully recognized lot or parcel of land located in the City of Centennial; and 2. if leased, is leased to ULA for a minimum 5 year term; and 3. is used by ULA for the purpose of its headquarters; and 4. is made pursuant to a City-issued building permit issued prior to the expiration of five (5) years following the Effective Date of this Agreement. B. Use Tax Reimbursement for Existing Structure Formerly in Unincorporated Arapahoe County. In the event the City annexes property into the City upon which one or more of the buildings occupied by ULA is located, The City shall reimburse One Hundred Percent (100%) of Use Taxes on Qualified Tenant Improvements. For purposes of this paragraph, a Qualified Tenant Improvement shall mean an improvement made to a structure that: 1. as of the Effective Date of this Agreement, is (a) existing; and (b) not owned or leased by ULA subsequent to the Effective Date; and (c) located on a lawfully recognized lot or parcel of land located entirely in unincorporated Arapahoe County;

5 and 2. is located on a lawfully recognized lot or parcel of land annexed into the City of Centennial subsequent to the Effective Date of this Agreement and prior to commencement of construction; and 3. if leased, is leased to ULA for a minimum 5 year term, and is used by ULA for the purpose of its headquarter operations if such headquarter operations are not already located at another location within the City of Centennial; and 4. is constructed pursuant to a City-issued building permit issued prior to the expiration of five (5) years following the Effective Date of this Agreement. C. Use Tax Reimbursement for Qualifying Public/Public Related Improvements The City shall reimburse Fifty Percent (50%) of all Use Taxes up to a maximum reimbursement of $500,000 for New Qualifying Public or Public Related Facilities. For purposes of this paragraph, New Qualifying Public or Public Related Facilities shall mean: 1. An improvement not existing as of the Effective Date of this Agreement; and 2. Constructed by ULA or at the direction of ULA for the purpose of serving ULA s business operations within the City of Centennial; and 3. An improvement generally available and accessible to the general public related to property owned or leased by ULA which meets one or more of the following: a. Exterior signage and devices that provide for or permit or enhance public wayfinding and direction, building and business identification to the public, traffic control, and parking management; or b. Parking areas, parking lots, drive aisles, streets, and ways provided that such locations are routinely accessible to and used by the general public while upon the Property and such locations are subject to a public interest that would be advanced or enhanced by design, construction, installation, erection, or maintenance; or c. Lighting fixtures, power lines, transformers, and other lighting-related

6 improvements to illuminate parking areas, sidewalks, drive aisles, loading areas, and other locations which are accessible to the general public while upon the Property and which lighting will aid public safety and security; or d. Drainage retention and detention ponds and holding areas, culverts, pipes, inlets, gates, grates, swales, retaining walls, and water quality facilities which improvements provide for the management of surface water and the controlled retention or release in order to reduce adverse impacts upon and damage to public streets, public intersections, and adjacent private property; or e. Utilities (e.g., water, sewer, gas, electric, communications) and utilities extensions provided that such utilities improvements are the obligation of the Owner and are not within the responsibility or obligation of the utility service provider; or f. Landscaping, including plant materials and landscape-related features located along the perimeter of the Property or within the parking areas directly accessible to the public; or g. Physical improvements and amenities intended to serve the general public while upon the Property, including sidewalks, crosswalks, bicycle paths, bicycle racks and storage areas, benches and seating, trash cans, rest areas, overpasses, and street medians to provide pedestrian safe zones for crossing of roadways and drive aisles; or h. Traffic control devices including traffic lights and crosswalk signals; or i. Improvements to meet local, state, or federal accessibility standards such as the Americans with Disabilities Act and to aid access for handicapped persons to and within the portions and areas of the Property which are intended for public access; or j. Acceleration lanes, deceleration lanes, turn lanes, and lane widening or modification intended to benefit the Property; or k. Any improvement approved by the City Manager at the Manager s discretion that is deemed by the City to have a public or public-related purpose. Within thirty (30) days of ULA s written request, the City shall provide to ULA a statement or letter of opinion that a specifically described ULA-proposed new qualifying public or public related facilities is or is not considered by the City as meeting the intent and purpose of this paragraph. D. Sales Tax Reimbursement for Furniture, Fixtures & Equipment For a period of not more than thirty-six (36) months from the Effective Date of this Agreement, the City shall reimburse One Hundred Percent (100%) of Sales Taxes paid by ULA following the

7 Effective Date of this Agreement upon furniture, fixtures and equipment used specifically by ULA in its business operations within the City of Centennial in a total amount not to exceed $200,000. E. Assistance with Personal Property Tax Rebates The City will assist to the greatest extent possible ULA s efforts in obtaining Arapahoe County approval for the County s Personal Property Tax Rebate Program. 6. ULA s Obligations: In consideration for the incentives to be provided to ULA by the City on the terms and conditions described above, ULA acknowledges and agrees that the incentive opportunities are fully conditioned and contingent upon ULA s timely and continuing performance of the following obligations: A. maintaining headquarter operations within the City of Centennial for the period of at least five (5) years; and B. providing a minimum employment of six-hundred full-time and FTE positions within the City and not less than one thousand (1,000) full-time and FTE positions within the City and areas of unincorporated Arapahoe County within ¼ mile of current Centennial jurisdictional boundary for five years. The measurement of the five (5) years will commence the month ULA initially achieves the employment requirements stated in this Agreement; and C. executing and maintaining a lease or leases for business property located within the City of Centennial for ULA Headquarters totaling at least 150,000 square feet for the period of five (5) years from the Effective Date of this Agreement. In the event ULA receives reimbursement of any Sales Tax or Use Tax funds from the City in accordance with this Agreement or any other agreement between the Parties implementing this Agreement and ULA

8 defaults on the obligations set forth in this paragraph 6, then: A. The City may declare ULA in default of this Agreement; and B. Upon written notice from the City to ULA of a determination of such default, all obligations of the City for reimbursement of use or sales taxes to ULA pursuant to this Agreement or any other agreement between the Parties implementing this Agreement shall be terminated; and C. ULA shall, within 60 days of written City demand, repay to the City a prorated amount of reimbursed Taxes received by ULA from the City prior to the date of default. Such proration of repayment shall be calculated based on the balance of the remaining five (5) year term whereby ULA would not be compliant with the terms of this Agreement. The five (5) year term will commence on the Effective Date of this Agreement. As an example of the intended proration, should ULA default 730 days (2 years) after the Effective Date, and ULA s total reimbursement of all Taxes equaled $100,000 at the date of default, ULA would reimburse to the City 60% of $100,000 or $60,000 (calculated by 730 days (3 years) remaining in the 1825 day (5 year) term which is 3/5 (60%), multiplied by the total amount of Taxes reimbursed to ULA). 7. Annexation: The City may at its discretion commence the legislative process necessary for annexation of property owned or leased by ULA for ULA s business operations (each, a ULA Property ). ULA will not oppose the City s efforts to annex any ULA Property. The City shall pay all costs of surveying, mapping, and preparation of documentation necessary to submit such annexation to the City Council for its legislative review and consideration for approval. The City acknowledges and agrees that ULA is not, and likely will not be, the fee owner of any ULA Property that is the subject of this Agreement. Accordingly, notwithstanding anything in this Section 5 to the contrary, ULA makes no representations or warranties regarding ULA s ability to cause any owner of a ULA Property to consent

9 to, and/or to execute standard forms of annexation petition(s) and plat map(s) necessary to effectuate the annexation; and in no event shall ULA be required to (i) commence any litigation in order to compel any owner s compliance with ULA s annexation request or (ii) take any step which may, in ULA s judgment, have an adverse effect on its relationship with such owner, including any adverse impact on ULA s leasehold interest. The Parties understand and agree that annexation is a legislative and discretionary act by the municipality and that the City cannot contractually agree to annex property. 8. Access to Records: Upon written request of the City, ULA shall provide to the City prompt verification of compliance with the obligations of this Agreement and will promptly provide access to records necessary to verify any obligation under this Agreement. To the extent permitted or required by law and in the event that the City takes possession of ULA records or copies of ULA records, the City agrees to maintain such records and information in confidence and not release any information obtained in connection with any review of ULA records to anyone who is not an employee of the City except as required by law. MISCELLANEOUS PROVISIONS A. Amendment. This Agreement may be modified, amended, changed or terminated, except as otherwise provided herein, in whole or in part, only by agreement in writing duly authorized and executed by the Parties. B. Entire Agreement. Except as specifically set forth herein, this Agreement contains the entire agreement between the Parties and no statement, promise or inducement made by either Party or the agent of either Party that is not contained in this Agreement shall be valid or binding. C. Third Party Challenges. In the event of any legal challenge by a third party to the validity or enforceability of any provision of this Agreement, the Parties agree to cooperate in the defense of such challenge and to bear their own costs and attorneys fees. Unless otherwise provided herein, during the pendency of any such legal challenge, the Parties agree to abide by and carry out all of the terms of this Agreement, unless otherwise ordered by a court of competent jurisdiction. D. Applicable Law. This Agreement shall be enforceable according to the laws of the State of Colorado. E. Reasonable Efforts. Each Party shall use its reasonable efforts and shall cooperate, where prudent, with regard to any other action as may be reasonably required to effectuate the intention of this

10 Agreement. F. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given or served for all purposes if it is mailed by certified or registered mail, return receipt requested, postage prepaid, to the respective Parties at the following addresses or at such other address as the Parties may from time to time designate in writing to the others. To City of Centennial: City of Centennial Attn: City Manager E. Arapahoe Road Centennial, Colorado cc: City Attorney Widner Michow & Cox LLP E. Arapahoe Road Centennial, Colorado To ULA: Robert Lange Treasurer 9100 East Mineral Circle Centennial, CO G. No Third Party Beneficiaries/Third Party Agreements. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or to give to, any legal person other than the Parties, any right, remedy, or claim under or by reason of this Agreement or any covenants, terms, conditions, or provisions thereof, and all of the covenants, terms, conditions, and provisions in this Agreement by and on behalf of the Parties shall be for the sole and exclusive benefit of the Parties. Nothing in this Agreement is intended to interfere with the agreements of the Parties with third parties. H. Attorneys Fees. In the event of any litigation between the Parties hereto concerning the subject matter hereof, the prevailing Party in such litigation shall be entitled to receive from the non-prevailing Party, in addition to the amount of any judgment or other award entered therein, all reasonable costs and expenses, including attorney fees, incurred by the prevailing Party in such litigation. I. No Assignment. This Agreement may not be assigned or delegated in any manner by either Party without the express written consent of the other Party which may deny such consent for any or no reason. Any attempted assignment or delegation not in compliance herewith shall be void and of no effect whatsoever. J. Authorization: The parties acknowledge and represent to each other that the persons who

11 executed this Memorandum of Understanding were duly authorized to do so on behalf of each party and all necessary authorization and approvals have been properly obtained. CITY OF CENTENNIAL UNITED LAUNCH ALLIANCE, LLC BY: ITS: BY: ITS:

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