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Section 13. Insurance. For such period as Carbide is in possession of the Leased Property pursuant to the provisions and conditions of this lease, Carbide shall procure and maintain at its cost insurance on the Leased Property as follows: fire and extended coverage insurance (including vandalism and malicious mischief), steam boiler and machinery insurance (including steam piping), in the following amounts :Carbide shall procure such insurance from any responsible company or companies satisfactory to the FFC. The policy or policies evidencing such insurance shall provide that in the event of loss thereunder the proceeds of the policy or policies shall be payable to Carbide to be used solely for the repair, restoration, or replacement of the property damaged or destroyed unless the Leased Property or a substantial part thereof has been destroyed and Carbide elects by notice in writing to the FFC within sixty (60) days after the damage or destruction occurs, to terminate this lease in accordance with Section 12, in which event such proceeds shall be paid to the FFC; provided, however, that the insurer, after payment of any proceeds to Carbide in accordance with the provisions of the policy or policies shall have no obligation or liability with respect to the use of disposition of the proceeds by Carbide. Nothing herein contained shall be construed as an obligation upon the FFC to repair, restore, or replace the Leased Property, or any part thereof.
Section 14. Restoration of Leased Property at End of Lease.—Upon the expiration or other termination of this lease, Carbide shall, if required by the FFC, at its sole expense (a) remove such of its property as has not become the property of the Government under the terms of this lease within 90 days from the date written notice of termination is received or from the date of expiration, and (b) restore to standby condition the portions of the Leased Property in use or operation at the time of such expiration or termination to as good order and condition as that existing upon the date of commencement of the term of this lease, less ordinary wear and tear and less damage occasioned by casualty against which Carbide cannot obtain insurance and damage covered by insurance and for which the FFC shall have received insurance funds in lieu of having the damaged property repaired, replaced, or restored. If Carbide shall fail or neglect to remove its property or to so restore to standby condition the Leased Property, as herein provided, then the FFC may cause the property of Carbide to be removed and the Leased Property to be restored to standby condition, and the cost of such removal and restoration shall be paid by Carbide to the FFC upon demand, and no claim for damages against the FFC or its officers or agents shall be created by or made on account of such removal and restoration. Carbide agrees that, at the FFC's request, it will turn over to the FFC the portions of the Leased Property which are in operation at the time of such termination or expiration in their then operating condition, in which event Carbide shall be discharged from any responsibility to restore such portions to standby conditioin; provided, however, that the obligations of this sentence shall not restrict in any way, Carbide's right to remove such of its property as has not become the property of the Government.
Section 15. Protection of Leased Property.–Carbide shall at all times exercise due diligence in the protection of the Leased Property against damage or destruction by fire, sabotage, and other causes.
Section 16.-The FFC may terminate this lease at any time by giving thirty (30) days' written notice to Carbide (a) in the event the President of the United States determines that termination of this lease is necessary in the national interest, or (b) in the event Carbide violates any of the terms and conditions of this lease and continues and persists therein for thirty (30) days after notice thereof in writing by the FFC. In the event of recapture of the Leased Property by the Government upon termination pursuant to clause (a) supra, Carbide shall be entitled to reimbursement from the Government in an amount equivalent to (i) any reimbursable expenditures which Carbide, with prior written approval of FFC, may have incurred with respect to the Leased Property, and for which it shall not theretofore have received payment (ii) the then fair value of all changes, alterations, replacements, improvements, new structures and other facilities, Carbide may have made to or placed upon the site of and shall not have removed from, the Leased Property, and (iii) the then cost of removing from the Leased Property and transporting to and installing at another location all machinery and equipment owned by Carbide and then located at the site of the Leased Property.
Section 17. National Security Clause.
(a) During the term of this lease, but for not longer than ten years from the date hereof, Carbide will maintain at all times in accordance with sound practice in the industry, normal wear and tear excepted, the Leased Property, together with all replacements thereof, so that the same shall be, at all times during the aforesaid period, either in a condition (1) currently to produce specification (98 percent) butadiene produced from basic raw mate als (hereinafter referred to as “Butadiene") at a rate equivalent to not less than 60,000 short tons per year (assigned annual capacity), or (2) so that it can be placed in a condition to produce Butadiene at such rate within a period of 180 days after written notice from the Government to activate the plant or to reconvert the same, as the case may be; provided, however, that such 180-day period shall be extended, upon written approval to Carbide from the Government, for such additional period as shall be necessary in the event Carbide is unable to comply therewith by reason of its inability to procure essential materials, unavailability of labor, act of God, fire, earthquake, flood, explosion, storm, strike, or other cause or causes reasonably beyond its control.
(b) Carbide may at any time during the period referred to in paragraph (a) of this Section 17 notify the Government in writing that it desires to substitute for all or any part of the Leased Property new separate facilities of equivalent productive capacity for the production of Butadiene or for the production of a different product which must be at least as satisfactory, and be generally acceptable for the same general uses and purposes, as Butadiene, and upon receiving approval in writing thereto from the Government, may proceed to effect such substitution. In such event, all of the terms and provisions of this Section 17 shall apply with equal force and effect to such substituted facilities and shall no longer apply to the facilities to which they applied originally.
(c) In lieu of proceeding as permitted by paragraph (6) of this Section 17, Carbide may at any time during the term of this Section 17 substitute for all or any part of the Leased Property separate facilities erected after October 31, 1956, of equivalent productive capacity for the production of Butadiene, or for the production of a different product which must be at least as satisfactory, and be generally acceptable for the same general uses and purposes, as Butadiene. Sixty days after writen notice by Carbide to the Government of the completion of such new separate facilities, all of the terms and provisions of this Section 17 shall apply with equal force and effect to such separate facilities and shall no longer apply to facilities for which the separate facilities are to be substituted, unless within such 60-day period the Government notifies Carbide in writing that it disapproves the proposed substitution, in which event the terms and provisions of this Section 17, shall remain applicable to the facilities to which they applied originally.
(d) During the existence of any national emergency, present or future, declared by the President or the Congress of the United States, or in the event the Government determines that it is necessary in the interest of national defense, Carbide shall, within sixty (60) days after receipt of written notice from the Government, furnish the Government such Butadiene then being produced by operation of the Leased Property as the Government may elect (including the entire production therefrom if requested by the Government) at the then current market price of alcohol-butadiene.
(e) So long as Carbide shall maintain the Leased Property as required by this Section 17, nothing in this lease shall be construed to restrict Carbide in the use of the Leased Property for the production of such products as Carbide may, in its opinion, deem desirable.
Section 18.—Carbide warrants that it has not employed any person to solicit or secure this lease upon any agreement for commission, percentage, brokerage, or contingent fee. Breach of this warranty shall give the Government the right to annul this lease, or, in its option, to collect from Carbide the amount of such commission, percentage, brokerage, or contingent fee, in addition to the consideration herein set forth. This warranty shall not apply to commissions payable by Carbide to bona fide established commercial or selling agencies maintained by Carbide for the purpose of securing this lease.
Section 19. Notices.-All notices to be given pursuant to this lease shall be made in writing and shall be addressed, if to Carbide, to 30 East 42nd Street, New York 17, New York, Attention President, Carbide and Carbon Chemicals Company, and if to the FFC, to Federal Facilities Corporation, 811 Vermont Avenue NW., Washington 25, D. C., or as may from time to time otherwise be directed by the parties. Notice shall
be deemed to have been duly given only if and when enclosed in a properly sealed envelope wrapper, addressed as aforesaid, marked as registered or certified mail, and deposited postage prepaid in any United States Post Office.
Section 20.-No Member of or Delegate to the Congress or Resident Commissioners of the United States of America shall be admitted to any share or part of this lease or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this lease if made with a corporation for general benefit.
IN WITNESS WHEREOF, the parties hereto have executed this lease this day of
UNION CARBIDE AND CARBON CORP.
[PUBLIC LAW 205—830 CONGRESS]
[CHAPTER 338—1ST SESSION]
H. R. 5728 AN ACT To authorize the disposal of the Government-owned rubber-producing facilities,
and for other purposes
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That this Act shall be known as the “Rubber Producing Facilities Disposal Act of 1953”.
SEC. 2. It is hereby declared that disposal of the Government-owned rubberproducing facilities pursuant to the provisions of this Act is consistent with the national security and will further effectuate the policy set forth in section 2 of the Rubber Act of 1948, as amended (62 Stat. 101, 50 U. S. C. App. 1921), with respect to the development within the United States of a free, competitive, synthetic rubber industry.
SEC. 3. (a) There is hereby established a Rubber Producing Facilities Disposal Commission, hereinafter referred to as the Commission, to be composed of three persons, to be appointed by the President. Members of the Commission shall be appointed from civilian life and shall receive compensation at the rate of $50 per diem for each day engaged in the business of the Commission and shall be allowed transportation and a per diem of $9 while away from their homes or places of business pursuant to such business. No person who is employed in or at any time since January 1, 1950, has been an employee of, or who receives a substantial part of his income from, the rubber or petroleum industry, or that part of the chemical industry which supplies, or is capable of supplying, feedstocks for the manufacture of synthetic rubber, shall serve as a Commissioner.
(b) With respect to the Government-owned rubber-producing facilities it shall be the duty of the Commission, and it is authorized in accordance with the provisions of this Act (1) to invite and receive proposals for the purchase of the facilities; to negotiate for their sale and make recommendations therefor to the Congress; to enter into appropriate contracts for their sale, which contracts shall be binding upon the Government and the prospective purchasers upon their execution subject only to the further provisions of this Act; and in the performance of such contracts to execute and deliver such deeds or other instruments appropriate to effectively transfer to the purchaser thereof title to the facilities, no matter by what officer, agent, department, Government corporation, or instrumentality of the United States the same is held ; (2) to lease and thereunder deliver possession of the alcohol butadiene facilities, if practicable; and (3) to take such action and exercise such powers as may be necessary or appropriate to effectuate the purposes of this Act.
(c) From the time of its appointment and throughout the course of the performance of its duties, the Commission shall consult and advise with the Attorney General in order (1) to secure guidance as to the type of disposal
program which would best foster the development of a free competitive synthetic rubber industry, and (2) to supply the Attorney General with such information as he may deem requisite to enable him to provide the advice contemplated by this section and sections 9 (a) (4) and 9 (f) of this Act.
(d) Before submission of its proposed disposal report to the Congress, as provided for in section 9 of this Act, the Commission shall submit it to the Attorney General, who shall within a reasonable time, in no event to exceed ninety days, after receiving such report, advise the Commission whether, in his opinion, the proposed disposition will violate the antitrust laws.
(e) Nothing in this Act shall impair, amend, or modify the antitrust laws or limit and prevent their application to persons who acquire property under the provisions of this Act. As used in this section, the term "antitrust laws" includes the Act of July 2, 1890 (ch. 647, 26 Stat. 209), as amended; the Act of October 15, 1914 (ch. 323, 38 Stat. 730), as amended; the Federal Trade Commission Act; and the Act of August 27, 1894 (ch. 349, secs. 73, 74, 28 Stat. 570), as amended.
SEC. 4. The Commission shall be furnished upon its request all available information concerning the Government-owned rubber-producing facilities in the possession of any department, agency, officer, Government corporation, or instrumentality of the United States concerned with Government-owned rubberproducing facilities.
SEC. 5. The Commission shall proceed as promptly as practicable conducting such hearings as may be necessary, with the disposal of the rubber-producing facilities in compliance with the provisions of this Act.
SEC. 6. (a). Without regard to the civil-service laws or the Classification Act of 1949, the Commission shall be authorized to employ professional, clerical, and stenographic assistance, and shall be further authorized to request and, with the consent of the head of any department, agency, Government corporation, or instrumentality of the United States concerned with the Government-owned rubber-producing facilities, receive the assistance of any employee thereof: Provided, That rates of pay for personnel employed by the Commission shall be in accordance with the Classification Act of 1949.
(b) No member of the Commission and no person employed by the Commission as an attorney, agent, or employee in activities involving discretion with respect to negotiations or contracts of sale of the Government-owned rubber-producing facilities, shall, during the period of such employment, or for a period of two years thereafter, be employed in any capacity by any purchaser, or affiliate thereof. No purchaser or affiliate thereof shall employ in any capacity any person, who has served as a member of the Commission or who was employed by the Commission and served the Commission as an attorney, agent, or employee in activities involving discretion with respect to negotiations or contracts of sale of the Government-owned rubber-producing facilities, while any such person is serving as a member or employee of the Commission or for a period of two years thereafter. Any person violating the provisions of this subsection shall be fined not more than $10,000 or imprisoned not more than one year, or both.
SEC. 7. (a) The Commission shall invite, upon adequate notice and advertisement, proposals for the purchase of the Government-owned rubber-producing facilities, hereafter referred to as the “facilities”. The period for the receipt of proposals shall be determined and publicly announced by the Commission, and in no event shall be less than six months after the first day on which proposals may be received pursuant to the advertisement. The advertisement shall be in such form, contain such specifications and reservations, and be published in such manner as the Commission in its discretion determines will best effectuate the purposes of this Act. All data concerning such facilities which in the judgment of the Commission may be reasonably required for the submission of a bona fide proposal shall be furnished by the Commission upon request by any prospective purchaser unless the Commission has reason to believe that such prospective purchaser has not identified his principal, or is not financially responsible, or is a poor security risk. (b) Proposals shall be in writing, and shall contain, among other things
(1) identification of the person in whose behalf the proposal is submitted, including the business affiliation of such person;
(2) the facility or facilities which are proposed to be purchased, and the order of preference if more than one facility is proposed to be purchased; or the order of preference if proposals are submitted on more than one facility, if only one facility is proposed to be purchased;
(3) the arrangements or plans, if any, formal or informal, for the supply of feedstock to, and the disposition of the end products of, the respective facilities proposed to be purchased ;
(4) the amount proposed to be paid for each of the facilities, and, if such amount is not to be paid in cash, then the principal terms of the financing arrangement proposed ;
(5) the general terms and conditions which the prospective purchaser of a copolymer facility would be willing to accept in order to make the end product of such facility available for sale to small business enterprises, and the general terms and conditions which the prospective purchaser of a butadiene or styrene facility would be willing to accept in order to make the end product of such facility available for sale to purchasers of copolymer facilities; and
(6) such other information as the Commission in its notice and advertisement for proposals shall require be set forth in proposals including the prospective purchaser's acceptance of the terms, conditions, restrictions and reservations contained in subsection (h) of this section, and the interest rate to be charged on the purchase-money mortgage referred to in subsection (e) of this section. (c) Should it become necessary to the effective prosecution of the disposal program, the Commission may, after the termination of the period for the submission of proposals provided for in subsection (a) of this section, disclose the contents of the proposals at such time, in such manner, and to such extent as it deems appropriate.
(d) Proposals shall be accompanied by a deposit of cash or United States Government bonds of face amount equal to 242 per centum of the gross amount proposed to be paid but not exceeding $250,000 for each facility : Provided, however, That the deposit required in the case of a proposal for one of a number of facilities on an alternative basis shall be the same as would be required if such proposal were for only the facility for which the particular prospective purchaser proposed to pay the highest amount. Except in the case of purchasers, deposits made hereunder shall be refunded without interest and not later than upon the termination of the period for congressional review as provided in section 9 of this Act. In the case of purchasers, deposits made hereunder shall be applied without interest to the purchase price: Provided, however, That upon the closing of the contract of sale the purchaser shall be required to substitute cash equal to the face amount of the Government bonds then held in connection with such purchaser's proposal.
(e) Payment of the purchase price may be made in part by a first lien purchase money mortgage, in an amount not to exceed 75 per centum of the purchase price. The terms of any such mortgage obligation, to be determined by negotiation, shall provide among other things for a maturity of not more than ten years, periodic amortization, and a uniform interest rate of not less than 3 per centum per annum.
(f) Promptly after the termination of the period for the receipt of proposals, pursuant to subsection (a) of this section, and for such period thereafter not less than seven months as may be determined and publicly announced by the Commission, it shall negotiate with those submitting proposals for the purpose of entering into definitive contracts of sale.
(g) Nothing contained in this Act shall be construed to prevent the Commission from securing such additional information from those submitting proposals at any time as the Commission may deem necessary or appropriate to fulfill its responsibilities under this Act.
(h) All contracts of sale and instruments in execution thereof shall contain a national security clause having terms, conditions, restrictions and reservations which will assure the prompt availability of the rubber-producing facilities, or facilities of equivalent capacity, for the production of synthetic rubber and the component materials thereof for a period of ten years from the date of the contract.
(i) Subject to the conditions prescribed in section 24 of this Act, any contract of sale shall become fully effective upon the expiration of the period for congressional review provided for in section 9 of this Act unless the Congress within such period has disapproved such sale. The transfer of possession of all of the rubber-producing facilities to be sold shall be made as promptly as is practicable after the effective date, in accordance with the terms of the contracts, but in any event within a period terminating sixty days after the expiration of the