Facilities Use Agreement.doc

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1、Facilities Use AgreementThis Facilities Use Agreement Number _, (the Agreement) is made and entered into as of this _,_,_(M/D/Y) by and between the AAA (the Government) and BBB (the Contractor) (hereinafter collectively referred to as the Parties).RECITALS WHEREAS, the Government is the owner of cer

2、tain real property located in _, more particularly described in Schedule A, attached hereto and incorporated herein by reference (the Property): andWHEREAS, the Government desires to provide the Property to the Contractor, and the Contractor desires to use the Property for the purpose of performing

3、services for the Government in connection with the Amphibious Assault Vehicle (AAV) Reliability, Maintainability, Sustainability/Rebuild to Standard program; andWHEREAS, providing the Property will facilitate the Governments procurement of essential services and promote the national defense; andWHER

4、EAS, providing the Property will support the Governments industrial preparedness programs and is in the public interest,NOW THEREFORE, in consideration of the mutual promises and conditions set forth herein, the Government and the Contractor hereby agree as follows:I. PROVISION OF PROPERTYA. Provisi

5、on. The Government hereby provides the Property to the Contractor and the Contractor hereby agrees to use the Property in accordance with the terms and conditions set forth in this Agreement.B. Use of Property. The Contractor is authorized to occupy and use the Property in performance of the require

6、ments in Contract M67854-98-C-2075, which was awarded by the Marine Corps Systems Command (the Contract), and for such other uses as authorized by the Government.C. Term, Option to Extend, and Termination. Notwithstanding any provision to the contrary herein or in the FAR, the term of this Agreement

7、 shall be for a period commencing on the date first written above and ending on _,_,_(M/D/Y). However, the parties hereto may by mutual written agreement, extend the use of the Property under this Agreement beyond _,_,_(M/D/Y) to permit completion of the contract or subsequent related contracts. Fur

8、thermore, notwithstanding the Governments absolute right to terminate this Agreement at any time, the Government will, to the extent practicable, provide the Contractor with 180 days advance written notice prior to terminating this Agreement.D. Rent. As provided in FAR 52.245-9(a), the Contractor sh

9、all have no obligation to pay any rent to the Government provided the Contractor only performs work under the Contract.E. Annual Review. The Parties agree that they will periodically review this Agreement (but not less than annually) to ensure that it continues to meet their respective needs.II. SPE

10、CIAL PROVISIONS.A. Reasonable Access for Contractor. The Government agrees to permit the Contractor reasonable access to the Property and to place no unreasonable encumbrance upon the free use and enjoyment of the Property by the contractors personnel, authorized visitors, or any other individuals h

11、aving a reasonable need to enter the Property.B. Provision of Utilities and Support Services. The Government shall make available to the Contractor, on a reimbursable basis, the following utilities and services in connection with the Contractors use of the Property, and the Parties hereto shall ente

12、r into a separate agreement concerning the Governments provision of such utilities and services and the Contractors payment therefor.Water ElectricitySewage Natural GasMiscellaneous Maintenance Entomology ServicesBuilding Maintenance Refuse CollectionEmergency Ambulance Service Hazardous Waste Dispo

13、sal In addition to the foregoing, the Government shall make available to the Contractor, at no cost, the following services in connection with the Contractors use of the property:Security Fire ProtectionSafety Intra-base MailGuard Service (Gate) C. Parking. The Government agrees to provide the Contr

14、actor with ten parking spaces adjacent to the Property as indicated in Schedule B. In addition, the Government will provide the Contractor with access to additional parking in close proximity to the Property.D. Installations, Arrangements, Rearrangements, Modifications and Construction. The Contract

15、or may, at its own expense, construct or install any fixed improvements, structural alterations or modifications, or install such capital equipment on the Property as may be necessary to perform its obligations under the Contract. This shall include, but is not limited to, bringing utilities to the

16、Property and providing for the separate metering thereof, making architectural/ structural, mechanical, electrical, or other renovations or alterations to the Property; and, making improvements (including stabilization and drainage) to any open storage areas. The Parties acknowledge and understand,

17、however, that at the expiration or earlier termination of this Agreement, the Contractor may remove any capital equipment that it provided and installed on the Property to perform its obligations under the Contract. However, if the Contractor removes any such capital equipment then the Contractor ag

18、rees to restore that portion of the Property vacated by said equipment to a condition such that the Property may once again be used for its original purpose as a storage warehouse.E. Periodic Inspections. The Government reserves the right to perform periodic preventive maintenance, fire protection a

19、nd other inspections of the Property. This shall include, but not be limited to, the Governments right to perform environmental compliance and explosive safety inspections.F. Contracting Officers Representative. The Contracting Officer shall designate in writing a Contracting Officers Representative

20、 (hereinafter COR) to insure that the Parties comply with the terms and conditions of this Agreement.G. Condition of Property. The Government makes no warranty, express or implied, regarding the condition or fitness for use of the Property.H. Compliance with Laws.1. General. The Contractor, at its o

21、wn expense, shall conduct its activities on the Property in compliance with all applicable laws, regulations, rules, orders, decrees, permits and agreements, including without limitation those promulgated by the Department of Defense or any division or related agency thereof, and including without l

22、imitation those which relate to health, safety, environmental protection, waste disposal, and water and air quality with respect to the use of the Property and the rights granted hereunder (all of which are hereinafter referred to as the Requirements). Further, the Contractor shall conduct its activ

23、ities in compliance with all requirements to which the Government may be subject with respect to the Property. The Parties agree that to the extent existing Requirements are changed or new Requirements are imposed during the term of this Agreement, both parties retain the right to seek an equitable

24、adjustment or other appropriate change under the Contract as may be permitted by law. 2. Cooperation in Obtaining Permits. The Contractor shall, at its own expense,obtain any and all permits, licenses, and other authorizing documents as may be necessary for the use and possession of the Property, pr

25、ovided the Government cooperates with and gives its best efforts to the Contractor to the extent reasonably necessary for the contractor to obtain such permits,licenses, and other authorizing documents. Hazardous waste may be disposed of under MCLB Albanys Environmental Protection Agency identificat

26、ion number on a reimbursable basis.3. Government Disapproval of Contractor Actions. If the Government fails to reasonably approve or allow any action that the Contractor has identified as reasonably required to meet its obligations under this section then the Contractor shall be relieved of its obli

27、gations pursuant to this section for such action and any resulting conditions arising from the failure to take such action.I. Environmental Investigation and Remediation.1. Potential for Contamination and Intent to Apportion Liability.The Parties acknowledge that environmental contamination may curr

28、ently exist on the Property and they hereby express their mutual intent that the purpose of this section is to determine, to the extent possible, the source(s) of any such contamination. Specifically, while the Contractor has agreed herein to comply with all applicable laws, the Parties agree that i

29、t is not their intent to require the Contractor to clean up or otherwise remediate any contamination which may exist on or in the vicinity of the Property as of the effective date of this Agreement.2. Contractor Responsibilities. The Contractor shall be responsible for addressing and correcting (to

30、the extent required by applicable laws and regulations) any environmental pollution,contamination and/or damage to the Property occurring after the effective date of this Agreement and resulting from the Contractors use and/or possession of the Property on or after the effective date of this Agreeme

31、nt, regardless of whether (a) such pollution, contamination or damage is discovered before or after the expiration or termination of this Agreement, or (b) corrective or response actions continue or are required to begin after the expiration or termination of this Agreement.The Contractors obligatio

32、ns pursuant to this paragraph do not extend to any acts of the United States or its agents. The Contractor is not an agent of the United States for purposes of this exclusion.3. Environmental Baseline Surveys (EBS). The Government has, at its own expense, conducted an initial EBS that is appended to

33、 this Agreement and incorporated herein as Schedule C. The Parties acknowledge that this EBS accurately describes the environmental condition of the Property as of the effective date of this Agreement. At the conclusion of this Agreement, the Governmental shall promptly, but no later than six months

34、, conduct another EBS at its own expense to determine the environmental condition of the Property at the time the Contractor vacates the Property. A copy of this final EBS will be furnished to the Contractor upon completion of the survey.4. Reservation of Rights. Notwithstanding any other provision

35、of this Agreement, the Contractor and the Government hereby reserve any and all rights and defenses available under law or any other contract between the Parties that may apply to any liability to a third party, including without limitation other federal, state or local governmental agencies, relati

36、ng to or arising from environmental conditions existing on, emanating from, or relating to the Property on the effective date of this Agreement. Nothing in this Agreement shall be construed to abrogate any such rights and defenses.J. Environmental Indemnification. As of the effective date of this Ag

37、reement, the Contractor shall indemnify, defend and hold the Government harmless against any and all claims, demands, judgments,administrative actions, enforcement actions and lawsuits against the Government alleging environmental pollution, contamination, damage to property, personal injury or deat

38、h and/or violation of any environmental, health or safety law, regulation, permit, order, decree or agreement resulting from, or attributable to, the actions or omissions of the Contractor, its employees, agents, subcontractors and suppliers, during all periods of time that the Contractor has the us

39、e or possession of the property. The Contractors obligation pursuant to this section shall continue regardless of whether such allegations are made before or after the expiration or termination of this Agreement.The Contractors obligations pursuant to this section do not extend to acts of the United

40、 States or its agents. The Contractor is not an agent of the United States for purposes of this exclusion. The contractor shall be relieved of its obligations pursuant to this section for any conditions arising from environmental compliance or remediation activities which the Contractor has proposed

41、 to undertake and the Government has unreasonably disapproved or disallowed to be taken on the Property.K. Indemnification for Third Party Non-Environmental Claims. As of the effective date of this Agreement, the contractor shall indemnify,defend and hold the Government harmless against all claims f

42、or personal injury or death to any and all persons and for damage to property of the Contractor or any and all other persons arising from the Contractors use or possession of this Property,provided that indemnification for all claims involving environmental pollution or contamination shall be govern

43、ed by the section of this Agreement titled Environmental Indemnification.III. MISCELLANEOUS PROVISIONS.A. Headings. The section headings of this Agreement are inserted for reference purposes only and do not affect the terms and provisions hereof.B. Industrial Mobilization. The Property shall not be

44、subject to or be made part of any industrial mobilization requirements planning unless otherwise agreed to in writing by the Parties.C. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given hereunder shall be delivered personally or sent by mail with p

45、ostage prepaid to the following addresses or to such other places as may be designated by the Parties from time to time.For the Contractor: For the Government: ADDRESS: _ D. Incorporation by Reference of FAR and DFARS Contract Clauses. This Agreement incorporates the following FAR and DFARS clauses

46、by reference, pursuant to FAR 52.252-03, with the same force and effect as if they were given in full text.FAR REF NO. CLAUSE TITLE CLAUSE DATE52.203-1 Definitions _(M/Y)52.203-3 Gratuities _(M/Y)52.203-5 Covenant Against Contingent Fees _(M/Y)52.203-7 Anti-Kickback Procedures _(M/Y)52.211-15 Defens

47、e Priority and Allocation Requirements _(M/Y)52.215-2 Audit and Records - Negotiations _(M/Y)Alternate I (_(M/Y) 52.215-8 Order of Precedence - Uniform Contract Format _(M/Y)52.217-9 Option to Extend the Term of the Contract _(M/Y)52.222-3 Convict Labor _(M/Y)52-222-17 Labor Standards for Constructi

48、on Work _(M/Y)Facilities Contracts 52.288-5 Insurance - Work on a Govt Installation _(M/Y)Workmens Compensation - $ _ Comp. Genl Liability - $ _ pers. Injury $ _ prop.Damage Comp. Auto Liability - $ _ per person $ _ bodily injury$ _ prop. damage52.232-21 Limitation of Cost (Facilities) _(M/Y)52.233-1 Disputes-Alternate I (_(M/Y) _(M/Y)52.237-2 Protection of Government Buildings, _(M/Y)Equipment and Vegetation 52.242-1 Notice of Intent to Disallow Costs _(M/Y)52.242-13 Bankruptcy _(M/Y)52.242-16 Stop Work Order - Facilities _(M/Y)52-243-2 Changes - Cost-Reimbur