{"id":42109,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/building-56-franklin-county-pa-facilities-use-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"building-56-franklin-county-pa-facilities-use-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/building-56-franklin-county-pa-facilities-use-agreement.html","title":{"rendered":"Building 56 (Franklin County, PA) Facilities Use Agreement &#8211; United States of America and FMC Corp."},"content":{"rendered":"<pre>\n                               FACILITIES USE AGREEMENT\n\n     This Facilities Use Agreement, Number DAAC67-93-C-0021, (the 'Agreement')\nis made and entered into as of this 21st day of April, 1993, by and between the\nUnited States of America ('Government') and FMC Corporation, Paladin Production\nDivision ('Contractor') (hereinafter collectively referred to as the 'Parties').\n\n                                      RECITALS\n\n     WHEREAS, Government is the owner of certain real property located in the\nCounty of Franklin, State of Pennsylvania, more particularly described in\nSchedule A, attached hereto and incorporated herein by reference (the\n'Property'); and\n\n     WHEREAS, Government desires to provide the Property to Contractor, and\nContractor desires to use the Property for the purpose of producing supplies and\nservices for Government in connection with M109A6 Paladin Self-Propelled\nHowitzers and for other purposes as described further herein; and\n\n     WHEREAS, the providing of the Property by Government will facilitate its\nprocurement of essential supplies and services and promote the national defense;\nand\n\n     WHEREAS, the providing of the Property by Government is deemed to be in\nsupport of industrial preparedness programs in the public interest,\n\n     NOW, THEREFORE, in consideration of the mutual promises and conditions set\nforth herein, Government and Contractor hereby agree as follows:\n\nI.   Provision Of Property.\n\n     A.   PROVISION.  The Government hereby provides the Property to FMC, and\nFMC hereby agrees to use the Property as provided by Government, upon the terms\nand conditions set forth in this Agreement.\n\n     B.   USE OF PROPERTY.  Contractor is authorized to occupy and use the\nProperty for (1) the production of M109A6 Paladin Self-Propelled Howitzers\npursuant to Contract No. DAAA21 93-C-0044, awarded by the Department of the\nArmy, AMCCOM, Picatinny Arsenal (the 'Contract'), (2) other uses which may be\ndeemed under federal statute or regulation to be Government use, and (3) such\nother work (not considered to be Government use) as the Commander of Letterkenny\nArmy Depot ('LEAD') approves, consistent with federal statute or regulation.\n\n     C.   TERM, OPTION TO EXTEND, AND TERMINATION.  Notwithstanding any\nprovision to the contrary herein or in the FAR, the term of this Agreement\n('Term') shall be for a period commencing on the date first written above and\nending on December 31, 1999.  The parties hereto may by mutual written agreement\nextend the use of the Property under this Agreement beyond December 31, 1999 to\npermit completion of the Contract.  The Government shall use its\n\n\n                                        PAGE 1\n\n\n\nbest efforts to ensure that the Property shall be ready and available for\noccupancy by Contractor, and cleared of all stored materials and asbestos\ncontaining materials, on or before May 15, 1993.\n\n     D.   MONTHLY RENT WHERE CONTRACTOR PERFORMS ONLY CONTRACT OR 'GOVERNMENT\nUSE' WORK.  As provided in FAR 52.245-9(a), Contractor shall have no obligation\nto pay any rent to Government provided that Contractor is performing only work\nunder the Contract or other work which is deemed to be Government use of the\nProperty.\n\n     E.   MONTHLY RENT WHERE CONTRACTOR PERFORMS WORK OTHER THAN CONTRACT OR\n'GOVERNMENT USE' WORK.  If for any reason Contractor should use the Property for\nany purpose other than performing Contract or 'Government Use' work, the Monthly\nRent for the Property for every month during which such other work may be\nperformed shall be $17,533, as adjusted in accordance with the following\nformula:\n\n                              Number of Paladins or M109 Self-Propelled\n                              Howitzers produced, modified, or tested during the\n                              month through other than Contract or Government\n                              Use Work\n  Monthly Rent = $17,533 x    -------------------------------------------------\n                              Total Number of Paladins or M109 Self-Propelled\n                              Howitzers produced, modified or tested during the\n                              month through all work\n\n     F.   MONTHLY RENT REPORT AND PAYMENT.  By the Tenth day of each month,\nContractor shall deliver to Government the Monthly Rental, where appropriate, as\ncalculated above, together with a statement of (1) the Number of Paladins or\nM109 Self-Propelled Howitzers produced, modified, or tested during the past\nmonth through other than Contract or Government Use Work and (2) the Total\nNumber of Paladins or M109 Self-Propelled Howitzers produced, modified, or\ntested during the past month through all work.\n\nII.  Special Provisions.\n\n     A.   REASONABLE ACCESS FOR CONTRACTOR.  Government agrees to allow and\nprovide for reasonable access to the Property, and to place no unreasonable\nencumbrance upon Contractor's free use and enjoyment of the Property by\nContractor, Contractor personnel, authorized visitors and any other parties\nhaving reasonable need to go in or upon the Property.\n\n     B.   LEAD PROVISION OF UTILITIES AND SUPPORT SERVICES.  LEAD shall make\navailable to Contractor all utilities and services set forth below in connection\nwith Contractor's use of the Property, and the parties hereto shall enter into\nappropriate agreements concerning LEAD's provision of such utilities and\nservices and Contractor's payment to LEAD therefor.\n\n\n                                        PAGE 2\n\n\n\n  Water                       Security                 Receipt\/ Storage\n  Sewage                      Traffic Management       RR Switching Service\n  Electricity                 Fire Protection          Safety\n  Snow Removal                Trucking on Site         Miscellaneous Maintenance\n  Guard Service (Gate)        Intra-depot Mail         Building Maintenance\n  Fuel\/Heating Oil            Entomology Services      Roads &amp; Grounds\n  Emergency Ambulance Service                          Maintenance\n\n     C.   LEAD PROVISION OF TESTING FACILITIES AND SERVICES.  LEAD shall make\navailable to Contractor the test facilities set forth below in connection with\nContractor's use of the Property, and the parties hereto shall enter into an\nappropriate agreement covering LEAD's provision of such testing facilities and\nContractor payment to LEAD therefor.\n\n     Test Track\n\n     D.   INSTALLATIONS, ARRANGEMENTS, REARRANGEMENTS, MODIFICATIONS AND\nCONSTRUCTION.  Contractor, at its own expense or as otherwise funded under a\nseparate contract with Government, agrees to construct or install, with prior\nwritten approval of Government, any fixed improvements or structural alterations\nor modifications to the Property necessary for Contractor to perform its\nobligations under the Contract or in connection with other approved work. This\nshall include, but not be limited to, bringing utilities to Building 56 and\nproviding for separate metering thereof, and making architectural\/structural,\nmechanical, electrical, or other renovations or alterations to the\nProperty\/facility, and making improvements (including stabilization and\ndrainage) to any open storage areas to accommodate the work to be performed\nunder the Contract or other approved work. At the expiration or earlier\ntermination of this Contract, however, Contractor will not remove any such fixed\nimprovements or structural alterations or modifications; title to same will pass\nto Government.\n\n     E.   PERIODIC INSPECTIONS.  Government reserves the right to perform\nperiodic preventive maintenance, fire protection and all other types of\ninspections of the Property. This shall include, but not be limited to,\nGovernment's right to perform environmental compliance and explosive safety\ninspections.\n\n     F.   CONTRACTING OFFICER'S REPRESENTATIVE. The Contracting Officer\ncognizant of the Property shall designate in writing a Contracting Officer's\nRepresentative (hereinafter 'COR') to insure that the parties comply with the\nterms and conditions of this contract.\n\n     G.   CONDITION OF PROPERTY. LEAD makes no warranty, express or implied,\nregarding the condition or fitness for use of the Property. Notwithstanding the\nforegoing, LEAD shall remove identified asbestos-containing materials from\nBuilding 56 prior to Contractor's using the Building and shall perform, prior to\nContractor's use of the same, routine maintenance on and repair the rail siding\nat Building 56 to insure its adequacy for operation by Contractor.\n\n\n                                        PAGE 3\n\n\n\n     H.   COMPLIANCE WITH LAWS.\n\n          1.   IN GENERAL. Contractor, at its sole cost and expense, shall\nconduct its activities hereunder on the Property in compliance with all\napplicable laws, regulations, rules, orders, decrees, permits and agreements,\nincluding without limitation those which are promulgated by the Department of\nDefense or any division or related agency thereof, and including without\nlimitation those which relate to health, safety, environmental protection, waste\ndisposal, and water and air quality with respect to the use of the Property and\nthe rights granted hereunder (all of which are hereinafter referred to as the\n'Requirements'). Further, Contractor shall conduct its activities in compliance\nwith all Requirements to which LEAD may be subject with respect to the Property\nand LEAD's operations related thereto. The parties agree that to the extent that\nany new Requirements are imposed, or any of the existing Requirements are\nchanged during the term of this Agreement, Contractor retains the right to seek\nan equitable adjustment or other appropriate change under the Contract as may be\npermitted by law.\n\n          2.   COOPERATION IN OBTAINING PERMITS. Contractor at its sole expense\nshall obtain any and all permits, licenses, and other authorizing documents as\nmay be necessary for the use and possession of the Property, provided that\nGovernment and LEAD shall cooperate with and give their best efforts to\nContractor to the extent reasonably necessary for Contractor to obtain such\npermits, licenses, and other authorizing documents. Contractor shall obtain an\nEPA waste generator identification number in its own name.\n\n          3.   GOVERNMENT DISAPPROVAL OF CONTRACTOR ACTIONS. If the Government\nor LEAD unreasonably disapproves or disallows any action that Contractor has\nidentified as reasonably required in order to meet its obligations under this\nSection, Contractor shall be relieved of its obligations pursuant to this clause\nfor such action and any resulting conditions arising from the failure to take\nsuch action.\n\n     I.   ENVIRONMENTAL INVESTIGATION AND REMEDIATION.\n\n          1.   POTENTIAL FOR CONTAMINATION AND INTENT TO APPORTION LIABILITY.\nThe Parties acknowledge that there is potential that environmental contamination\npresently exists on the Property, and hereby express their mutual intent that\nthe purpose of this Section is to determine the present extent and nature of the\ncontamination, if any, and to determine, to the extent possible, the source or\nsources of such contamination. Specifically, while FMC has agreed herein to\ncomply with all applicable laws, the Parties agree that it is not their intent\nto require Contractor to cleanup or otherwise remediate any contamination which\nmay exist on or in the vicinity of the Property as of the commencement of this\nAgreement.\n\n\n                                        PAGE 4\n\n\n\n          2.   CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for\naddressing and correcting to the extent required by applicable laws and\nregulations any environmental pollution, contamination and\/or damage to the\nProperty occurring after the effective date of this Agreement and resulting from\nContractor's use and\/or possession of the Property on or after the effective\ndate of this Agreement, regardless of whether (a) such pollution, contamination\nor damage is discovered before or after the expiration or termination of this\nAgreement, or (b) corrective or response actions continue or are required to\nbegin after the expiration or termination of this Agreement. Contractor's\nobligations pursuant to this paragraph do not extend to any acts of the United\nStates or its agents. Contractor is not an agent of the United States for\npurposes of this exclusion.\n\n          3.   CONTRACTOR RIGHT TO PERFORM ENVIRONMENTAL INVESTIGATIONS.\nProvided Government awards the Contract to Contractor, Contractor shall\nundertake a reasonable investigation of the Property, including taking soil and\ngroundwater samples as may be necessary, prior to the commencement of its use or\noccupancy of the Property pursuant to this Agreement to determine the extent,\nnature and possible source or sources of contamination, if any, which may\npresently exist on the Property prior to Contractor's use or occupancy thereof\npursuant to this Agreement. Further, FMC shall perform a reasonable\nenvironmental investigation of the Property at the conclusion of the Term of\nthis Agreement to determine the level and extent of contamination, if any, which\nmay then exist on the Property. Contractor shall provide to LEAD a copy of such\ninvestigation results.\n\n          4.   RESERVATION OF RIGHTS. Notwithstanding any other provision of\nthis Agreement, Contractor and the Government hereby reserve any and all rights\nand defenses available under law or any other contract between the parties that\nmay apply to any liability to a third party, including without limitation other\nfederal, state or local governmental agencies, relating to or arising from\nenvironmental conditions existing on, emanating from or relating to the Property\non the effective date of this Agreement. Nothing in this Agreement shall be\nconstrued to abrogate any such rights and defenses.\n\n          5.   GOVERNMENT AND LEAD DISCLOSURE OF ENVIRONMENTAL AND HISTORICAL\nINFORMATION. Beginning on the effective date of this Agreement, LEAD shall use\nits best efforts to provide to Contractor all information within its possession\nconcerning (a) the historical uses of the Property, (b) the type, quantity and\nyears during which hazardous substances have been stored, released or disposed\nof at the Property prior to the effective date of this Agreement, including a\ndescription of the response actions taken, if any, regarding such substances,\nand (c) any other environmental conditions which may exist on the LEAD which may\nhave an adverse impact upon the Property. Government shall be responsible for\naddressing any conditions arising from the use, treatment, storage, disposal,\ndischarge or release of any emission, waste, effluent, hazardous substance and\ncontaminant occurring before the effective date of this Agreement.\n\n\n                                        PAGE 5\n\n\n\n\n     J.   ENVIRONMENTAL INDEMNIFICATION.  As of the effective date of this\nAgreement, Contractor shall indemnify, defend and hold the Government harmless\nagainst any and all claims, demands, judgments, administrative actions,\nenforcement actions and lawsuits against the Government alleging environmental\npollution, contamination, damage to property or personal injury and\/or violation\nof any environmental, health or safety law, regulation, permit, order, decree or\nagreement, resulting from actions or omissions of contractor during Contractor's\nuse and\/or possession of the Property pursuant to this Agreement. Contractor's\nobligation pursuant to this paragraph shall continue regardless of whether such\nallegations are made before or after the expiration or termination of this\nAgreement. Contractor's obligations pursuant to this cause do not extend to acts\nof the United States or its agents. Contractor is not an agent of the United\nStates for purposes of this exclusion. Contractor shall be relieved of its\nobligations pursuant to this clause for any conditions arising from\nenvironmental compliance or remediation activities which Contractor has proposed\nto undertake and Government has unreasonably disapproved or disallowed to be\ntaken on the Property.\n\n     K.   INDEMNIFICATION FOR THIRD PARTY NON-ENVIRONMENTAL CLAIMS. As of the\neffective date of this Agreement, Contractor shall indemnify, defend and hold\nthe Government harmless against all claims for personal injury to any and all\npersons and damage to property of Contractor or any and all other persons\narising from Contractor's use or possession of the Property, provided that: (1)\nthe provisions of Contractor's related procurement contracts shall govern any\nassumption of liability by the Government for claims arising from those\ncontracts; and (2) indemnification for all claims involving environmental\npollution or contamination shall be governed by the Section of this Agreement,\ntitled 'Environmental Indemnification.'\n\nIII.  Miscellaneous Provisions.\n\n     A.   HEADINGS.  The section headings of this Agreement are inserted only\nfor reference and do not affect the terms and provisions hereof.\n\n     B.   INDUSTRIAL READINESS. The Property shall not be subject to or be made\npart of any Emergency Production Planning unless otherwise agreed to in writing\nby the parties hereto.\n\n     C.   NOTICES.  Except as otherwise provided in this Agreement, any notice\nrequired or permitted to be given hereunder shall be delivered personally or\nsent by mail with postage pre-paid to the following addresses or to such other\nplaces as may be designated by the parties hereto from time to time.\n\n\n                                        PAGE 6\n\n\n\n     For Contractor:                    For Government:\n\n     Peter F. Scott                     Melinda N. Finucane\n     General Manager                    Attorney-Advisor\n     Paladin Production Division        Letterkenny Army Depot\n     FMC Corporation                    SDSLE-CL\n     2890 De La Cruz Boulevard          Chambersburg, PA 17201\n     Santa Clara, California 95052\n\n     D.   INCORPORATION BY REFERENCE OF FAR AND DFARS CONTRACT CLAUSES. This\nAgreement incorporates the following FAR and DFARS clauses by reference,\npursuant to FAR 52.252-02, with the same force and effect as if they were given\nin full text.\n\n     DFARS 52.201-7000   Contracting Officer's Representative (Dec 1991)\n     FAR 52.202-1        Definitions (Sep 1991)\n     FAR 52.203-1        Officials Not to Benefit (Apr 1984)\n     FAR 52.203-3        Gratuities (Apr 1984)\n     FAR 52.203-5        Covenant Against Contingent Fees (Apr 1984)\n     FAR 52.203-7        Anti-kickback Procedures (Oct 1988)\n     FAR 52.212-8        Defense Priority and Allocation Requirements (Sep 1990)\n     FAR 52.212-14       Stop Work Order - Facilities (Aug 1989)\n     FAR 52.215-1        Examination of Records by Comptroller General (Apr\n                              1984)\n     FAR 52.215-2 ALT I  Audit-Negotiation (Dec 1989) -- Alternate I\n                              (Apr 1984)\n     FAR 52.215-33       Order of Precedence (Jan 1986)\n     FAR 52.222-3        Convict Labor (Apr 1984)\n     FAR 52.222-17       Labor Standards for Construction Work - Facilities\n                              Contracts (Feb 1988)\n     FAR 52.228-5        Insurance - Work on a Gov't Installation (Sep 1989)\n                              Workmens' Compensation - $100,000\n                              Comp. Gen'l. Liability - $500,000 pers. injury\n                                                       $200,000 prop. damage\n                              Comp. Auto. Liability -  $200,000 per person\n                                                       $500,000 bodily injury\n                                                       $ 20,000 prop. damage\n     FAR 52.232-21       Limitation of Cost (Facilities) (Apr 1984)\n     FAR 52.233-1        Disputes (Dec 1991)\n     FAR 52.237-2        Protection of Government Buildings, Equipment and\n                              Vegetation (Apr 1984)\n     FAR 52.242-1        Notice of Intent to Disallow Costs (Apr 1984)\n     FAR 52.242-13       Bankruptcy (Apr 1991)\n     FAR 52.243-2        Changes - Cost Reimbursement (AUG 1987) ALT IV (APR\n                              1984)\n     FAR 52.245-1        Property Records (Apr 1984)\n     FAR 52.245-8        Liability for the Facilities (Apr 1984)\n     FAR 52.245-9        Use and Charges (Apr 1984)\n     FAR 52.245-11       Government Property (Facilities Use) (Apr. 1984)\n     FAR 52.246-10       Inspection of Facilities (Apr 1984)\n     FAR 52.249-11       Termination of Work (Consolidated Facilities or\n                              Facilities Acquisition) (Apr 1984)\n     FAR 52.249-13       Failure to Perform (Apr 1984)\n\n\n                                        PAGE 7\n\n\n\n     FAR 52.249-14       Excusable Delays (Apr 1984)\n     FAR 52.217-9        Option to Extend the Term of the Contract (Mar 1989)\n     FAR 52.252-2        Clauses Incorporated by Reference (June 1988)\n\n     E.   INCORPORATION OF WAGE DECISION. U. S. Department of Labor General Wage\nDecision, No. PA 91-16, Modification 5, dated July 24, 1992, pages 1077-1078, is\nhereby incorporated into this Agreement.\n\n     F.   COUNTERPARTS. This Agreement may be signed in counterparts.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first set forth above.\n\n\n\nFMC CORPORATION                    DEPARTMENT OF THE ARMY\nPALADIN PRODUCTION DIVISION        LETTERKENNY ARMY DEPOT\n\n\n\n\nBY    \/s\/ Peter F. Scott           BY   \/s\/ Col. Joseph W. Arbuckle\n     ------------------------           -------------------------------\nTITLE    General Manager           TITLE  Commander\n      -----------------------             -----------------------------\n\n\n\n                                   BY    \/s\/ Ruth Massey\n                                        -------------------------------\n                                   TITLE    Director of Contracting\n                                          -----------------------------\n\n\n                                        PAGE 8\n\n\n\n\n\n                     SCHEDULE A -- GOVERNMENT FURNISHED PROPERTY\n\n                               (AS SHOWN ON MAP BELOW)\n\n\n          PROPERTY                             APPROXIMATE SIZE\n\n          Building 56                        90,180 Square Feet\n\n          Land Attendant to Building 56              2.44 Acres\n\n          Rail Siding at Building 56            620 Linear Feet\n\n          Land for Open Storage Space                 4.0 Acres\n\n\n                                        [MAP]\n\n\n                                        PAGE 9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7558,9167],"corporate_contracts_industries":[9451,9477],"corporate_contracts_types":[9613,9615],"class_list":["post-42109","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fmc-corp","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_industries-aerospace__vehicles","corporate_contracts_types-operations","corporate_contracts_types-operations__govt"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42109","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42109"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42109"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42109"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42109"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}