Document 4J2LxkZQBLJyN2wjzNY678QRG

2 7 -5 4 3 5 EXXON COMPANY EXX 002075 I c* rv j-- CONTRACT CHANGE OROER Change Order. Dated ______ 42 May 31. 1973 Issued May 22, 1974 APPROPRIATION WORK REQUEST .to Contract. G-00-573S-C between Exxon Company, U.S A. (a division of Exxon Corporation) and ________ BROWN & ROOT, INC. ________________________________________________ , Contractor. Unit, Equipment, or Facility Involved Dock 1 Line Relocation, Step 1 Project Contractor is authorized and agrees to make the following additions to or deductions from the work provided under the above Contract, performance of and payment therefor, except as otherwise specified herein, to be subject to all terms and conditions of said Contract: This Change Order provides for Exxon to reimburse Contractor for "premium' payments only to employees who work on this Contract In excess of 40 hours per week. Straight.-time payments for the excess hours are for Contractor's account. Contractor shall submit payroll forms, properly approved by Exxon's representative, with its invoices for each employee working in excess of 40 hours per week. ORIGINAL AMOUNT OF CONTRACT ADDITION AMOUNT OF THISiBfiPMgtfMaN ....... $ ________Unit Price. Un11 P rice IN WITNESS WHEREOF the parties hereto have executed this Change Order the day and year first above written. ACCEPTED: BROWN S ROOT, INC. EHB: k" (TftU)" cc: REKappler Exxon Company, U.S.A. (a division of Exxon Corporation) By--------------------------------------------------------------------- ----Contracting Engineer, Baytown Refinery EXX 00276 cx C'\l Brown G^Rooiinc Post Office Box Three, Houston, Texas 77001 We will perform the additional work described by Design Change # 27 for a lump sum price of $6,945.00 (SIX THOUSAND NINE HUNDRED FOURTY- FIVE DOLIARS). This additional work will not necessitate an exten sion of days to the original contract schedule provided we are auth orized to proceed immediately. Allow eight weeks for delivery of structural steel. Yours very truly, t BROWN & ROOT, INC. BMH/das Labor Plus 407. Materials Plus 10% Equipment Plus 35^ Total B. M. Holt _ $1,962.00 4 492.00 500.00 6,954.00 l change ! CONTEST 1 ADOiTiOH/feSCT^! 4. \ EXXCri COMPANY. U.S.A- r. . `.r ssr.-i cwmsatw? ^ A??RCVD P cyiJTrT7-/ / ^ n,,,,i'rR' f.;r EXX 002077 Brown RooiJnc, Post Office Box Three, Houston, Texas 77001 Exxon Company, U.S.A. P. 0, Box 4019 Baytown, Texas 77520 Attention: Hr. E. H. Busby Gentlemen: We will perform the additional work described by Design Change #26 for a lump sum price of 5,731.00. This additional work will necessitate 0 days extension to the original contract schedule provided we are authorized to proceed immediately. Yours very truly, BROWN & ROOT, INC. B. M. Holt Labor Plus 407................ ...............................................................................$ 2,833.00 Materials Plus 107..........................--......................... ............................. $ 1^860.00 Sub-Contracts Plus 57.----------------------------------------------------------------- $ 905.00 Equipment Plus 35% F.O.G. --------------------------------------------------------- $ 133.00 TOTAL -................. -.......................$ 5,731.00 Exxon Company, U.S.A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. E. H. Busby Gentlemen: We will delete the work described by Design Change #29 for a lump sum deduction of $36,600.00. Yours very truly, BROWN & ROOT, INC. BMH/dp B. M. Holt Dc Jac.'Uon CT'*?? 3/,tb : CONTRACT CHANCE ORDER NO. : COL'iRACT Nn6-03-,,r7;':-C DATE: 5/3/ J/3 4 >5 Ls., EXXON COMPANY, U.S.A. a j.vi . o.* cr : rxo:: c:>n.0Of*A7:ort * "A 5 ArPROVFn- V ; '' ' DA'.*E: - r-':CERPTS J3L. : no j. Ewo^L^^^j!crov>'NZR; i. i o tff'pSi'I'C4 l/d rbaffy L, /. E. \p) f>Z!cr '//a } V y EXX 002079 o Brown GTRootJnc. Post Office Box Three, Houston, Texas 77001 February 25, 1974 Contract No er'p';ioi Exxon Company, U. S. A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. E. H. Busby Gentlemen: ZZZ z: CAKAVktf a vs' ( \-.n A n IT We will perform the additional work described by Design Change #24 for a lump sum price of $5,456.00 (Six Thousand, Four Hundred Fifty Six Dollars). This additional work will necissitate 10 (Ten) working days extension to the original contract schedule provided we are , authorized to proceed immediately. Exxon Company, U. S. A. shall furnish 23 (Twenty-Three) each pressure gauges, per R. E. Kappler to R. W. Stephens. Deleted insulation on pig trap for D.L. No. 66 and added insulation for instruments. No charge for insulation. "Yours very truly, BROWN & ROOT, INC. BMH/glg Labor Plus 40% Materials Plus 107. Sub-Contract Plus 57, (Painting) Equipment Plus 35% F.O.G. TOTAL j CO: .'TRACT CHANGE ORDER no_____ I CON TRACT .DATE:___ 0 ! /.DD;7iO;\ / .D-r'T&mSSj $ El. 1 company, u.s.a. v, i; coM*on* !'0a 7 S' APPROVED:. C-aZ DA'PE^J?/- --------- EVCERPTS ^ PROJ. rrOWNER: ! B. M. Holt $3,881.00 2,377.00 53.00 145.00 $6,456.00 EXX 00200 t i .t1 Brown er'Root.lnc Post Office Box Three, Houston, Texas 77001 March 04, Exxon Company, U. S. A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. E. H. Busby Gentlemen: We will perform the additional work described by Design Change 25 for a lump sum price of $5,876.00 (Five Thousand, Eight Hundred, Seventy Six Dollars). This additional work will not necissitate an extension of days to the original contract schedule provided we ar authorized to proceed immediately. ! Allow 10 weeks for delivery of fabricated galvanized structural steel. Yours very truly, BROWN & ROOT, INC. BMH/glg Labor Plus 407. Materials Plus 107. Equipment Plus 35% F.O. G TOTAL B. M. Holt $1,508.00 .4,043.00 325.00 $5,876.00 CON'TRwA.vOif CwiHmAiNGE ORDER ISNvOA. - - r - * CONTRACT NO ($-2^-5733-C DATf- ADDITION/ (DELETION) $ +26- EXXON COMPANY, U.3.A. a u v::..c:i cJ.ip^.yatiow APPROVED: *s DAT*E: excerpts ^ A a \ "\ --\ \ I i _P_R__0_J_.__E_ [:Gi t 0VVMER: EXX 002081 2 "7 -523 5 Brown c^Rooi Inc. Post Office Box Three, Houston, Texas 77001 February 11, 1974 Contract No. G-00-573&-C aicr> Exxon Company, U. S. A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. E. H. Busby XHE-AA/mUcy;* a sjif:.y CU^'.LAW Gentlemen: Enclosed are the field changes listed below. It is requested that a contract change order be issued accordingly. FIELD CHANGE #32 #33 #34 #35 AMOUNT $ 882.30 2,045.28 705.66 505.42 FIELD CHANGE #36 #37 #38 #39 AMOUNT $ 849.67 669.64 2,072.51 886.56 Total This change $8.617.04 Very truly, yours, BROWN & ROOT, INC. BMH/glg Attachment B. M. Holt CONTRACT CHANG-2 C2QIR NO. a? CONTRACT I'.j.DATE:--f '73 al>o: r.o>; .2,a====..;! s S.-Cd.'t4 C/2'ON f A J.-,;-, ; ; G.5.A. ."G; J ' fZfcp?k-r- ov:.-:: EXX 002082 Brown GTRoolinc. Post Office Box Three, Houston, Texas 77001 February 15, 1974 Contract No. G-00-5738-C Exxon Company, U. S. A. P. 0. Box 4019 Baytown, Texas 77520 ka.//,imyjr // -r-- D!J.'f:'r______ ^ CA.-7.H Attention: Mr. E. H. Busby Gentlemen: D CAliAW_ brJMjLu. We will perform the additional work described by Design Change #23 for a lump sum price of $17,044.00 (Seventeen Thousand, Forty Four Dollars). This additional work villnot -necisvicata an extension of days to the original contract schedule --provided we are authorized to proceed immediately, Wa have not included any electrical work in our quotation above. Yours very truly, BROWN 6 ROOT, INC. BMH/glg B. M. Holt Labor Plus 407. Materials Plus 107, Sub-Contracts Plus 57. Equipment Plus 357. F.O.G. TOTAL $ 9,179.00 5,299.00 189.00 2,377.00 $17,044.00 , ...... _........r- CONTRACT CHANGE ORDER NO..._.._..<..2..._..a7.. j CON TRACT NOOATF- . "7?/A' \ ] | _____________i V<, .?N / . *I '}. i f att r. tv ` (S, f i 2S LV . . ... 7L/jL7./~L<4.. t T.TTT. i___________ L_______ /_/_______________ EXX 002083 Brown S^Root Inc. Post Office Box Three, Houston, Texas 77001 February 22, 1974 Contract No. G-00-5J38-C fyrC -p Exxon Company, U. S. A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. E. H. Busby Gentlemen; o myjCCrOHJP Enclosed are the field changes listed below. It is requested that a contract change order be i'"'ued accordingly. FIELD CHANGE #40 #41. #42 AMOUNT 1,905.10 560.34 1,361.35 FIELD CHANGE #43 #44 #45 AMOUNT $1,374.42 404.31 934.57 Total This change $6,540.09 Very truly yours, BROWN & ROOT, INC. BMH/glg Attachment B. M. Holt ! CONTRACT CHANGE 0RDZR HO------ ^i.0. | CONTRACT >- 0.<$-MQ:5?Jz.CDr\7: * \ \ ag:;v;o: ->'D---irr;! G f cc';.w,;P' -------------------- .Zf.Zj.l7.Y- 6" j PR. )J. ;I.*&,&/>/>/&. O' 7HI.?:------------- EXX 002084 542-0060 Appropriation 606-9352 Work Request 1870"5000 ^ 2V Contract No. G-Q0"5738-C THIS CONTRACT, enteted into this -sV -- day of , 1973 . by and between Exxon Company, U.S.A. (a division of Exxon Corporation), hereinafter referred to as "Exxon." and BROWN t ROOT, INC. hereinafter referred to as "Contractor," WITNESSETH: That in consideration of the covenants and agreements set out herein and the payments provided for herein Exxon and Contractor agree as follows: 1. Contractor agrees to begin immediately and press with due diligence until completion in a careful and workmanlike manner, with the necessary labor, supervision, tools, equipment, and materials, furnished and maintained by Contractor at its own cost and expense except as hereinafter provided, certain work briefly described as follows: Perform all work in accordance with the specifications and exhibits listed below, a copy of said specifications and exhibits and of each drawing and Baytown Engineering Standard referred to therein being attached hereto and made a part hereof. Designat ion Spec!ficat ions Addendum 1 Addendum 2 Exhibit "A" Exhibit "G" Clause (15) Title Job Specification for Line Relocations, Step I, Dock 1, Exxon Company, U.S.A. (a division of Exxon Corporation) Baytown, Texas Job Specification for Line Relocations, Step I, Dock 1 Job Specification for Line Relocations, Step I, Dock 1 Line Relocations, Step I Price Stabi1ization Inspection Clause - Case 1 Date April 9, 1973 April 26, 1973 May 9, 1973 April 9, 1973 August 10, 1972 April 15, 1969 Contractor agrees to begin work immediately upon award of Contract, and will make every effort to complete the work within seven calendar months, which completion date shall be . 2. As consideration for the satisfactory performance and completion of this Contract by Contractor, Exxon agrees to pay Contractor the lump sum of ONE MILLION TWO HUNDRED FIFTY-TWO THOUSAND THREE HUNDRED TWENTY-SEVEN AND N0/100 ($1,252,327.00) DOLLARS. EXX 002085 542-0060-1 3. Contractor shall comply with all of the terms and conditions contained in Exxon's publication entitled "Contractors' Responsibilities for Safety, Plant Protection, and Traffic Regulations," dated January 1, 1973, said publication being made a part of this contract by reference. Exxon will furnish copies of this publication to the Contractor. The rules and regulations contained in the "Contractors' Responsibilities" shall apply to all subcontractors and their employees as well as to the prime contractor and its employees. Before starting work under this Contract, Contractor shall obtain from Exxon copies of these regulations. Contractor shall notify its employees, its subcontractors, and the employees of its subcontractors of the provisions of said regulations and shall secure compliance therewith by all such parties; and Contractor shall not allow any of such persons to begin work inside Exxon's Baytown Refinery until such notification has been given them. Said "Contractors' Responsibilities" are designed as minimum requirements for Contractor, and Contractor shall take any additional precaution necessary or proper under the circumstances to prevent injury or death to persons or damage to property. Neither compliance with such regulations by Contractor nor Exxon's approval of any actions or procedures of Contractor as provided therein shall relieve Contractor of its obligation always to use due care in performing work hereunder. 4. Although Contractor shall provide its own representative or representatives to supervise and inspect all materials and workmanship entering into this job, Exxon reserves the right to have an inspector on the job. Any material which Exxon considers unsatisfactory shall be removed and replaced at Contractor's expense. IS^either inspection, waiving of inspection, nor acceptance by Exxon shall relieve Contractor of its obligation to furnish all materials and workmanship in accordance with specifications. 5. It is understood and agreed that all work performed by Contractor hereunder shall meet with the approval of Exxon's engineers or inspectors but that the detailed manner and method of doing same shall be under the control of Contractor, Exxon being interested only in the result obtained, and that Contractor is an independent contractor as to all work performed hereunder. In this connection. Contractor and Exxon agree as follows: A. Contractor agrees to indemnify and hold Exxon harmless from all claims, actions, demands, loss and causes of actions arising: (1) From injury, including death, to its employees and those of its subcontractors, except such as may result solely from the negligence or willful acts of Exxon or its employees. (2) From (a) injuries to or deaths of persons, including employees and representatives of Exxon, which result in whole or in part from the willful acts or negligence of Contractor, its employees, agents, or subcontractors, or (b) damage to property of Exxon and all other persons, which results in whole or in part from the negligence or willful acts of Contractor, its employees, agents, or subcontractors, except that Contractor shall not be responsible for damage to Exxon's property resulting from fire or explosion. (3) From damage to property or injury to or death of persons which result in whole or in part from willful acts or the negligence of Contractor, its employees, agents or subcontractors, in connection with the handling and use of utilities furnished by Exxon except that Contractor shall not be responsible or liable for such damage to Exxon's property resulting from fire or explosion. B. In addition. Contractor agrees to carry insurance as follows: (1) Workmen's Compensation Insurance in compliance with the Texas Employers' Liability Act and all amendments thereto. 2 EXX 0028> 542-0060 A-2 (2) Comprehensive General Liability Insurance (including Contractors' Protective Liability when subcontractors are used), covering (a) Bodily injury liability with a limit of not less than $ 100,000 for one person injured or killed and, subject to such limit, $ 100,000 for more than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than S 100,000 accident, and S 100,000 aggregate. for each (3) Automobile Liability Insurance on owned, non-owned and hired automotive equipment covering (a) Bodily injury liability with a limit of not less than $100,000 for one person injured or killed and, subject to such limit, $300,000 for more than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than $50,000 for each accident. C. Prior to commencing work hereunder. Contractor shall produce evidence in a form satisfactory to Exxon that all insurance required under this Contract is in force and carried with companies acceptable to Exxon and that such insurance will not be materially altered or canceled while the work covered hereby is in progress without a reasonable prior written notice to Exxon. Upon request of Exxon, Contractor shall furnish certified copies of all such insurance policies. Should Contractor at any time neglect, or refuse to provide, or should it cancel the insurance required herein, Exxon shall have the right to procure same and deduct the cost thereof from the consideration to be paid Contractor hereunder. 6. Contractor agrees to pay off and satisfy all claims for labor and material employed or used in anywise by it in connection with the work performed hereunder, and to permit no liens of any kind to be fixed upon or against the property of Exxon by Contractor's laborers, mechanics or materialmen, and agrees to indemnify, protect and save Exxon harmless from and against all such claims and liens. 7. Contractor agrees that if, in the opinion of Exxon, Contractor should fail at any time during the performance hereof, to provide the necessary labor, supervision, tools, equipment or materials for the prompt performance of the work herein contractor for, or should breach this Contract in whole or in part or fail to use due diligence in the performance thereof, or should not be performing this Contract in the manner herein provided. Exxon may, at its election, take over and perform or obtain another contractor totake over and perform all or any part of the work then remaining unperformed. In the event Exxon should exercise such right, it shall have the right to use all or any part of Contractor's tools or equipment then in use on the job but shall pay Contractor a reasonable rental for the use of such tools and equipment during the period use by Exxon and shall return same to Contractor upon the completion of the job in as good condition as when taken over by Exxon, ordinary wear and tear excepted. Should Exxon take over the completion of said job, or obtain another contractor to do so Exxon shall pay Contractor for the work then completed, subject to the later provisions hereof, unless the compensation for the completed work cannot be readily determined, in which latter event Exxon shall pay Contractor the full contract price less all costs and expenses incurred by it in the completion of the work. 8. Contractor agrees that upon the completion by it and acceptance by Exxon of the work herein contracted for it will furnish Exxon with proof satisfactory to the latter that all claims for labor and material have been satisfied and paid and that there are no unsatisfied claims for injuries to persons or property, and thereupon the amount due as herein provided shall be paid by Exxon to Contractor within 30 calendar days after receipt of final invoice, subject, however, to the right in Exxon to withhold payments in accordance with the provisions of Article 5469, Texas Revised Civil Statutes of 1925, and all amendments thereto or other provisions of law applicable. It is 3 EXX 002087 542 0060A-3 agreed that upon request of Contractor and upon showing to the satisfaction of Exxon that all claims for labor and material and for damages to persons and property, as above provided, have been satisfied, Exxon, in the event it considers it safe to do so, will advance at approximately fifteen (15) day intervals up to ninety percent (90%) of the value of the work then completed, based upon estimates by Exxon's engineers or inspectors, in which event the balance will be paid upon completion and acceptance of the work and compliance with the terms and provisions hereof. Payment pursuant to the terms of this paragraph shall not preclude the right of Exxon from thereafter disputing any of the items involved. Contractor agrees that in the event any lien or liens are fixed or attempted to be fixed, secured or claimed against Exxon or Exxon's property by any person or firm, lumber dealer or corporation, artisan, laborer, mechanic or subcontractor who furnished services or materials in connection with the performance of this Contract, Contractor will, within ten (10) days following notification by Exxon that such lien or liens have been fixed or attempted to be fixed, secured or claimed, furnish Exxon a bond in an amount equal to twice the value of the lien or liens. Such bond shall be executed by a corporate surety authorized to do business under the laws of the State of Texas and shall comply in all respects with the requirements of Article 5472c, Vernon's Annotated Texas Statutes. Contractor further agrees to file such bond with the County Clerk of Harris County, Texas, and to take all steps necessary to assure that prompt notice of such filing is given to the obligees named therein. Contractor further agrees that the giving of such bond shall be in addition to any other rights of Exxon or obligations of Contractor under this Contract and shall in no way be construed as abrogating or qualifying such rights and obligations. 9. In the event there is a conflict between any of the provisions hereof and any of the proposals, general conditions, specifications, or any documents, agreements, or papers of any kind which have been incorporated herein by other provisions hereof, it is understood and agreed that the provisions hereof shall be controlling. The making, execution and delivery of this Contract by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Contract embodies the entire understanding of the parties hereto and there are no further or other agreements or understandings, written or oral, except as mentioned herein. 10. In performing its obligations hereunder. Contractor shall comply with all applicable federal, state, and municipal laws, and all applicable orders, rules and regulations of constituted authority. 11. If Contractor fails or refuses to pay any taxes or governmental charges, state or federal, relating to the employees of Contractor, and Exxon may be required or deems it necessary to pay such taxes or charges. Contractor agrees to furnish Exxon with information required to enable it to make the necessary reports and to pay such taxes or charges. Contractor agrees to reimburse Exxon on demand at Houston, Texas, for all such taxes or governmental charges, state or federal, which Contractor fails or refuses to pay and which Exxon may be required or deems it necessary to pay. In addition, Exxon, at its election, is authorized to deduct all sums so paid for taxes and governmental charges from any payment due Contractor hereunder. 12. In connection with the work provided for hereunder, Contractor (1) guarantees and warrants all material and equipment fabricated by it against defects and agrees to replace, without cost to Exxon, any such material or equipment which may become defective within one (1) year from Exxon's acceptance of the work except when such defects are the result of corrosion, erosion, normal wear and tear; (2) guarantees its field workmanship and agrees without cost or charge to Exxon to replace or repair any defects in the work covered by this Contract resulting from its field workmanship if such defects are reported to Contractor within one year from date of Exxon's acceptance of the work; (3) will to the extent reasonably possible secure from the vendors of materials and equipment guarantees substantially the same as the guarantees of Contractor set out in (1) and (2) above. 13. In the event Exxon loans or furnishes tools or equipment to Contractor in connection with its work covered hereunder. Contractor agrees: 4 EX X 002flS 542-0060-J ( . '/i ( A. To make its own determination before commencing work that such tools and equipment are adequate for the safe performance of the work by Contractor; B. That such tools or equipment will be loaned or furnished and accepted by Contractor without warranty or representation by Exxon as to their condition. C. To return such tools or equipment to Exxon at the conclusion of such use in as good condition as when received, ordinary wear and tear excepted; and; D. To indemnify and hold Exxon harmless from all claims, demands, causes of action, damages and injuries resulting from Contractor's use of said tools or equipment. For the purpose of this paragraph 13, tools and equipment shall be defined to include scaffolds, lights, and all other types of apparatus, facilities or services which Exxon may loan or furnish. In addition, all of the provisions of this paragraph shall be applicable to any lighting or illumination loaned or furnished to Contractor by Exxon. 14. Exxon may from time to time, by written instructions or drawings issued to Contractor, require additional work and services directly in connection with or incidental to the work covered by this Contract; and Exxon may by such instructions or drawings, require Contractor to alter, change, accelerate, or omit any( work covered by this Contract. In the event Exxon desires any such additions, changes, alterations, accelerations or omissions which will materially increase or decrease the total contract price referred to in paragraph 2 above. Contractor shall submit to Exxon an estimate of such increase or decrease. Should Exxon desire to proceed in accordance with such estimate, Exxon shall issue to Contractor a Contract Change Order describing the work to be added or deleted and the corresponding price addition or deduction therefor. If Contractor has not obtained a Contract Change Order, signed by Exxon's appointed representative, no claim for additional compensation will be allowed. The provisions of this Contract except as may be otherwise provided shall apply to all such additions, changes or alterations as if they were embodied in the original drawings and specifications. 15. Contractor shall procure Exxon's prior written approval as to any subcontract covering any portion of the work provided for hereunder. No such approval shall relieve Contractor from any of the obligations of this Contract, and, as between the parties hereto, Contractor shall be and remain liable as if no such subcontract had been made. No subcontract shall bind or purport to bind Exxon but shall contain a provision permitting assignment thereof by Contractor to Exxon. 16. Contractor agrees to hold in confidence any and all technical information disclosed to Contractor by Exxon, including technical information included in or on tracings, drawings, field notes, calculations, specifications, and engineering data, except: A. Technical information which at the time of disclosure by Exxon to Contractor is in the public domain; B. Technical information which, after disclosure by Exxon to Contractor, becomes part of the public domain by publication or otherwise; and C. Technical information which Contractor can show was in Contractor's possession at the time of Exxon's disclosure to Contractor and was not acquired, directly or indirectly, from Exxon. Contractor agrees that Contractor will not, without the written permission of Exxon, use the technical information which Contractor is required to keep confidential under this Contract for any purpose other than the accomplishment of work under this Contract. 020S9 542 0060-5 17. If Contractor or Contractor's personnel make any inventions based upon technical information which Contractor is required to keep confidential under this Contract, Contractor shall promptly disclose said inventions to Exxon. Contractor agrees to grant and hereby grants to Exxon an irrevocable, nonexclusive, royalty-free license and the irrevocable right to grant nonexclusive licenses, without accounting therefor to Contractor, to use said inventions under Contractor's Patent Rights. The licensing right herein granted by Contractor to Exxon is assignable by Exxon to any of its Affiliates. For the purpose of this Contract only, the term "Contractor's Patent Rights" shall mean patents and patent applications based on inventions made by Contractor or Contractor's personnel which inventions are based upon information which Contractor is required to keep confidential under this Contract and which are conceived during the life of this Contract and two (2) years thereafter. The term "Affiliate," as used in this paragraph, shall mean and include any company of which Exxon Corporation now or hereafter owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. For the purpose of this definition, the stock owned or controlled by Exxon Corporation shall be deemed to include all stock owned or controlled, directly or indirectly, by any other company of which Exxon Corporation owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. 18. It is expressly understood by Contractor that Exxon accepts no obligation of confidence with respect to any information disclosed to Exxon by Contractor under this Contract unless specifically covered by a separate, written confidentiality agreement. In the absence of such separate confidentiality agreement, Contractor agrees that it will not place any restrictive notices on the tracings, drawings, field notes, specifications, and any other documents embodying engineering or professional data developed by Contractor for Exxon pursuant to this Contract a/id that Exxon is hereby authorized to nullify, obliterate, or otherwise remove any such restrictive clauses; and that Exxon shall be free to use or disclose any or all of the information contained therein to third parties without accounting to Contractor therefor. 19. It is understood and agreed that Exxon may, upon written notice to Contractor, terminate the work provided for hereunder. In the event of such termination. Contractor shall be reimbursed for actual costs incurred to the date of such notice of termination in connection with the execution of the described work, and for actual costs thereafter incurred by Contractor in connection with such termination, plus applicable overhead and a reasonable profit based on such costs. However, in no event shall such reimbursement include prospective profits for work unperformed. 20. Contractor's obligations under paragraphs 16 and 17 of this Contract shall survive any termination of this Contract. 21. It is agreed as a condition of the Contract as follows; A. That in the performance of this Contract, Contractor shall not engage in any conduct or practice which violates any applicable law, order or regulation prohibiting discrimination against any person by reason of race, color, religion, national origin, sex or age. B. This Contract is 1X1 is not I I subject to the Equal Opportunity Supplement entered into between the parties pursuant to Executive Order 11246. This Supplement is: on file in this office attached hereto. Please sign and return to this office. 6 EXX 002O90 94J.0060.A IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals as of the dav and year first above written. BROW & ROOT. INC. / / SsfslJ yice president Exxon Company, U.S.A. (a division of Exxon Corporation) VICE PRESIDENT - REFINING -- k WLB.aJ 7 EXX 002091 942 31)3-9 CONTRACTOR'S ACKNOWLEDGMENT STATE OF COUNTY OF TEXAS I HARRIS X Before me, the undersigned authority, on this day personally appeared fY) ____________________ known to me to be the person whose name is subscribed to the foregoing instrument as Ilet f- of Brown S Root. Inc., and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated, and as the act and deed of said Brown & Root, Inc.. Given under my hand and seal of office, this the day of v 'J't/N't_______________. A. D., 197i_. (2% ________ Notary Public in and for Harris County, Te xas EXX 092092 S42-0060A-7 ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF HARRIS I appeared ^ ^ Before me, the undersigned authority, on this day personally i S cd ^ known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated and as the act and deed of said Exxon Company, U.S.A. (a division of Exxon Corporation). Given under my hand and seal of office, this the 3/ S- day of. M ., A.D., 1973. Notary Public in a,id for Harris County, Texas 1 LULLA B. HULSEY Notary Public In and for Harris County Texas My Commission Expires June 1, 1973 EXX 002093 Milt ion 606-9 J52 Work Request 1870-5000 < f '2,Q-6^5 fL Contract No. G"00'5738"C THIS CONTRACT, entered into this / ~~ day of ( 1973 . by and between , Exxon Company, U.S.A. (a division of Exxon Corporation), hereinafter referred to as "Exxon," and : BROWN t ROOT, INC. hereinafter referred to as "Contractor," WITNESSETH: That in consideration of the covenants and agreements set out herein and the payments provided for ne.'o.r. Exxon and Contractor agree as foll.ows: 1. Contractor agrees to begin immediately and press with due diligence until completion in a careful ana workmanlike manner, with the necessary labor, supervision, tools, equipment, and materials, furnished and maintained by Contractor at its own cost and expense except as hereinafter provided, certain work briefly described as follows: Performall work in accordance with the specifications and exhibits listed below, a copy of said specifications and exhibits and of each drawing and Baytown Engineering Standard referred to therein being attached hereto and made a part hereof. DesI gnat ion Specifications Addendum 1 jAddendum 2 Exhibit "A" 1 Exhibit "G" Clause (15) Title Job Specification for Line Relocations, Step I, Dock 1, Exxon Company, U.S.A. (a division of Exxon Corporation) Baytown, Texas Job Specification for Line Relocations, Step.I, Dock 1 Job Specification for Line Relocations, Step i, Dock 1 Line Relocations, Step I Price Stab!1ization Inspection Clause - Case 1 Date April 9, 1973 April 26, 1973 May 9, 1973 April 9, 1973 August 10, 1972. April 15, 1969 Contractor agrees to begin work immediately upon award of Contract, and will make every effort to complete the work within seven calendar months, which completion date shall be . 2. As consideration for the satisfactory performance and completion of this Contract by Contractor, Exxon agrees to pay Contractor the lump sum of ONE EXX OFFICE MEMO BROWN & ROOT, INC JULY 6, 1973 TO THOSE CONCERNED: i JOB NO. 27-5435 IS ASSIGNED TO COVER THE LINE RELOCATION, STEP 1, DOCK 1, FOR EXXON COMPANY - U. S. A. AT BAYTOWN, TEXAS. Ixi/\ jy P. LAMAR JPL/nb JOB TITLE: EXXON COMPANY - U. S. A. - LINE RELOCATION, STEP 1, DOCK 1, AT BAYTOWN, TEXAS. (WORK TO BE PERFORMED BY THE L. J. DERRICK DEPARTMENT) EXX 002095 REVEST FOR ASSIGNMENT OF JOB NUMu-R 2 r}-`5</-26 BROWN & ROOT, INC. AND ASSOCIATED COMPANIES A FROM. SUBJECT ACCOUNTING DEPARTMENT Industrial-Civil Division JOB NUMBER ASSIGNMENT - Brown & Root, Inc. .COMPANY ) ~ 5/31/73 ' DATEl Industrial-Civil iOEPARTMCNti SUB-DIVISION: Industrial Work c/o Baytown Office PLEASE ASSIGN A JOB NUMBER TO BE USED FOR RECORDING OF INCOME AND COSTS RELATING TO THE CON TRACT DETAILED BELOW: Owner ______________ Exxon Company - U. S. A., Baytown, Texas PRIME CONTRACTOR- ________ B&R, Inc. CONTRACT DATE: ______ Unknown at present time____________________________________ DESCRIPTION OF WORK:______ Line Relocation, Step 1, Dock 1, at Baytown Plant. TYPE OF CONTRACT: UNIT PRICE ( OTHER ( ), ), LUMP SUM ( XX), FORCE ACCOUNT ( (EXPLAIN) ), COST PLUS FEE ( ) MATED COMPLETION DATE: ______ December 1973 0R CONTINUOUS ( CONTRACT AMOUNT: S 1,252,327.00 ACTUAL ( C ), ESTIMATED ( ). ). TERMS OF PAYMENT: PROGRESS BILLINGS - MONTHLY ( ), WEEKLY ( ), BIWEEKLY ( ). SEMIMONTHLY ( ), REVOLVING FUND ( ), OTHER ( ),: _______________________ PERCENT RETAINED: 10 OTHER ( % OF Completed Amount ),: ___________________________________________ (EXPLAIN) TO BE COMPLETED ONLY FOR JOINT VENTURES: PARTNERS AND PARTICIPATION: SPONSOR:_____________________________________ / ACH FINANCING CURVE OR CASH FORECAST: JOB NUMBER ASSIGNED: 27-5435 CC ORiG'NAL _ ACCOUNTING DUPLICATE _ RETAINED TRIPLICATE . TREASURV/CREOIT Ojaoruplic ate purchasing (Signature op employee requesting job number L. Mathews FORM A - 5 a ACCOUNTING exx 002096 PLEASE RETURN TO GENERAL ACCOUNTING DEPARTMENT 4 RETURN TO CONTRACT FILE SA.riE DAY WITHDRAWN; OR LOCK IN FIREPROOF FILE OVERNIGHT; AND RETURN PERSONALLY TO CONTRACT FILE AS SOON AS POSSIBLE. ADVISE FILE CUSTODIAN IF CONTRACT LEAVES YOUR POSSESSION. F.YXON COMPANY U .S .A . I EXX 002897 Brov;nGJRoci.!nc. Post Office Box Three, Houston, Yexas 770)I February 06, 1974 Exxon Company, U.S.A. P. 0. Box 4019 Baytown, Texas 77520 Attention: Mr. A. B. O'Brien Contr B-THnaic CWflO No. C-00-5S47-C ;r tin :p Jd-..law Gentlemen: We are pleased to offer the following unit prices in addition to the ones submitted in our original proposal. ITEM HOURLY DAILY (8Hrs) WEEKLY (40Hrs} MONTHLY (176 Hrs) D-7 Dozer $12.00 $96.00 $480.00 $2,112.00 1 Cyd. Dragline (Model 41) 8.00 64.00 320.00 1,408.00 Yours very truly, BROWN & ROOT, INC. BMH/glg B. M. Holt ' CONTRACT CHANGE ORDER NO. - * CONTRACT DATE- ~7? ADDITION/(DELETION) EXXON COMPAM/, U.S.A. A U VO 0*1 0* lYXOH , APPROVED:C .r"? DATE:. __p - 7 ~ 7^ __________ rYS.ZR?T?S/<r^' FROJ. ENG^ / /. EXX 002098 Change Order________ i_____________ Dated August 20, 1973 ond Brov-n s floot, Inc. Unit, Equipment, or Facility Involved CONTRACT CHANGE ORDER APPROPRIATION WORK REQUEST , Issued October 23, 1973 to Contract C-00-58.7-C between Exxon Company. U S A. la division ol Exxon Corporation) _________ __ _________________________________ _ , Controctor. Wet Gas Scrubber Contractor is authorized and agrees to make the following additions to or deductions from the work provided under the above Contract, performance of and payment therefor, except as otherwise specified herein, to be subject to all terms and conditions of said Contract : Exxon will reimburse Contractor for two (2) hours straight time pay per man Including field staff personnel, for Idle time for each man who reports to jobsite and Is then unable to work and is requested not to work because of Inclement weather. ' The Contractor represents that to the best of his knowledge and belief he Is In complete compliance with applicable regulations of the Cost of Living Council. Further, the con tractor warrants that the amounts Invoiced under this contract will not exceed the lower of the contract price or the maximum levels established In accordance with applicable regula tions of the Cost of Living Council. ORIGINAL AMOUNT OF CONTRACT ADDITION AMOUNT OF THIS! Unit Price Unit Price IN WITNESS WHEREOF the parties hereto have executed this Change Order the day and year first above written. ACCEPTED: Brown ( Root, Inc. ABO: me (Tnu) (B.D.Wims) Exxon Company. USA. (a division of Exxon Corporation) By Contracting Engineer Baytown Refinery EXX 002099 S4?-odvO Appropriation C ^ - 5 ] 31 / ^ Work f.-rpjcst 1 780-5000 {~' ________________________ Coniract No. C -00-5847 C THIS CONTRACT, entered into this -J --A. day ofC^AC'-^p< ` * 1973 . by and between Exxon Company, U.S.A. (a division of Exxon Corporation), hereinafter referred to as "Exxon," and BROWN 6 ROOT, INC. hereinafter referred to as "Contractor," WITNESSETH: That in consideration of the covenants and agreements set out herein and the payments provided for herein Exxon and Contractor agree as follows: 1. Contractor agrees to begin immediately and press with due diligence until completion in a careful and workmanlike manner, with the necessary labor, supervision, tools, equipment, and materials, furnished and maintained by Contractor at its own cost and expense except as hereinafter provided, certain work briefly described as follows: Perform all work in accordance with the specifications and exhibits listed below, a copy of said specifications and exhibits and of each drawing and Baytown Engineering Standard referred to therein being attached hereto and made a part hereof. ` i Desi gnat ion ______________________ Title __________________________________ Date , Specifications Specifications for Wet Gas Scrubber, FCCU No. 2, Exxon Company, U.S.A. (a division of Exxon Corporation) Baytown, Texas July 31. 1973 Exhibit "A" Wet Gas Scrubber, FCCU No. 2 July 31. 1973 Contractor agrees to start work on or about August 22, 1373, and to use its best effort to expedite completion of all work and agrees to cooperate fully with Exxon in its goal to complete all work no later than February 1, 1974, including working a second shift as required and to take any other reasonable actions whether foreseen or not on the effective date of this Contract. 2. As consideration for the satisfactory performance and completion of this Contract by Contractor, Exxon agrees to pay Contractor in accordance with the below listed schedules 30 days after receipt of invoice. A. Wage Rate Schedule Cl assification Field Superintendent Craft Superintendent General Foreman Craft Foreman Boilermaker Brickmason Carpente r Concrete Finisher Electrician Iron Worker - St run rural Iron Worker - F.eiv. f. Laborer - Common Laborer - Semi-Skilled Mi 1 lwright Ocerator $ Per Hour Straight Time Ove r time 16.68 13.07 10.69 10.30 9-52 9.83 9-20 9.20 9.52 9-36 9.20 5.85 6.63 9-52 9-36 16.68 13.07 16.03 15.45 14.28 14.74 13.80 13-80 14.28 14.04 i s. c ;> 8.77 9.94 14.28 14.04 EXX A. Classif ica tion Oiler Pipe Fit tc r Instrument Fitter Rigge r Truck Driver Welder He 1 per - All Crafts Field Engineer Detailer Tool Room t Whse Han Job Clerks Safety Supervisor $ Pur Hour Straight Time 7.80 9-52 9-52 9-36 1M 9-52 7.02 10.30 10.30 7.80 7.80 9.20 0 vo r t i me 11.70 14.28 14.28 14.04 11.11 14.28 10.53 15-45 15.45 11.70 11.70 13.80 NOTES: (1) The "Straight Time" per man-hour shall apply for per working week per (2) The "Overtime" per man-hour rate shall apply for all work performed in excess of forty (^0) hours per work ing week per man regardless of where prior tiihe may have been worked, as long as it was for Contractor's account. However, no overtime shall be worked unless specifically requested and approved by Exxon. (3) The above rates for supervision and field labor in clude all direct iabor costs; consumable supplies, as shown in Exhibit "C" entitled "Consumable Supplies," dated August 16, 1973; taxes; overhead, profit, chemi cal supplies; chemical toilets; offices and tool buildings; and tools having an initial cost of $150 or less. (A) The follaving shift differential shall be added to the above rates for work performed on the second shift upon Exxon's request and/or prior approval. The first shift sha!' be from 7:30 A.M. to b:00 P.M. Straight Time - $0.24 per hour Overtime - $0.36 per hour (5) The "Working Week" begins at midnight Sunday. (6) Any costs involved in obtaining welding procedures, welding procedure qualifications and welder qua 1 i f i cations will be reimbursed as a labor or material item (including time spent by welders making qualification tests), x-rays for quality controls, regardless of where work may be performed. (7) Purchasing, material take-off, pipe spooling and nego tiation of sub-contracts will be reimbursable at a Detailer's rate when performed at jobsite. -1 a- EXX 002101 B. Cons true n Equipment, Less Operator NOTES: Description Hourly Daily (8 Hrs.) Week 1 y (1*0 Hrs .) Mon 1 y (176 rr,.) i Ton Pickup or Light Car $ 1.25 2 Ton Winch Truck 2.35 2 Ton Winch Truck with Float 3.55 2 Ton Flat Bed Dump Truck 2.35 125-190 CF Air Compressor 2.35 Combination Backhoe 6 Front End Loader 8.25 200 Amp Gasoline Driven Weiding Machine 1 .00 Driven Welding Machine 1.00 300 Amp Diesel Driven Welding Machine 1.35 Gradall Track Model 600 16.50 Gradal1 Track Model 800 21.00 1 Ton Air Tugger 2.00 2 Ton Air Tugger 2.25 Erection Crane Model 70 D 27.00 Erection Crane Model 6 Ht.00 Personnel Bus 2.35 12-11* Ton Hydraulic Crane Gal ion Model 150 A or Equa 1 13.50 $10.00 18.80 28.1(0 18.80 18.80 66.00 8.00 8.00 10.80 132.00 168.00 16.00 18.00 216.00 112.00 18.80 108.00 $ 50.00 9^.00 142 .00 9I4.00 9 it .00 $ 22j.00 1(13.60 621*. 80 id 3.60 1(13.60 330.00 1,1*52 .00 1*0.00 1*0.00 176.00 176.00 514.00 660.00 81*0.00 80.00 90.00 1,080.00 560.00 91*.00 51(0.00 * \ 237-60 2,901*.00 3,656.00 352.00 396.00 l(,752.00 2,1*61* .00 1*13.60 2,376.00 (I) The above rental rates are to be paid for equipment, furnished by Contractor with Exxon's prior approval, that is on the site, is re quired and is suitable for the work regardless of whether equipment is actually working 100% of the time, except equipment rates shall only be billable for the actual number of hours used on the second shift. The billing rate for the second shift shall be based on the same rate that the same piece of equipment is billed for on the first shift. (2) The above equipment rates include all maintenance, fuel, lubricants, overhead, profit and taxes. (3) Transportation costs of construction equipment will be paid for at invoice price to Contractor plus 10% from Houston, Texas, to jebsite and return, and roundtrip from other locations with Exxon's prior approval. (I() Exxon will reimburse Contractor for third party rental equipment furnished bare by Contractor with Exxon's prior approval at invoice cost to Contractor plus a fee of 1*5% for all maintenance, fuels, lubricants, overhead, taxes and profit. Fully operated third party rental equipment furnished by Contractor with Exxon's prior approval will be paid for at invoice cost to Contractor plus 10%. (5) Small tools with an initial cost of over $150 per tool will be paid for at a rate of $l*.00 per tool per shift. Such tools include, but are not limited to cutting rigs, chain hoists, ratchet hoists. (6) Any miscellaneous items of material or special construction equipment such as scaffolding, including boards will be paid for at invoice cost (rental or purchase) plus a fee of 10%. (7) In the event the above listed supervisors and/cr adi..! ni s rraturs >u sr assigned to this project and who are ordinarily and regularly assi-.ved a pickup or car, such pickup or car would be assigned to die project along wi thi the individual and reimbursed at quoted rate. -lb- EXX 0212 C. Materials All materials, including form lumber and accessories, fire extin guisher refills, nails, drill bits, grinding discs, paving breaker points, miscellaneous welding supplies, welding rod and wire, acetylene, argon, oxygen and items required for temporary lighting, requested by Exxon and furnished by Contractor, plus applicable trans portation charges to jobsite will be paid for at invoice price, plus a markup of 10? for overhead and profit. Excluded specifically are small tools costing $150.00 or less and consumable supplies as shown in Exhibit "C," dated August 16, 1973. (invoice cost is defined as the net price after all trade discounts, allowances, credits, salvage and commission, but not cash discounts which accrue to Contractor hove been subtracted from gross invoice prices.) All such discounts and credits shall be extended to Exxon even though Contractor, through negligence, does not take advantage of such items. Circumstances beyond Contractor's control which prevent taking advantage of such dis counts, etc., shall be reviewed with Exxon Contractor shall buy all material tax free for resale to Exxon. Exxon will accrue and pay all Texas use taxes on such materials under its Direct Payment Exemption Certificate No. 30001650008. 0. Subcon t racts ' Contractor will be reimbursed for payments made under subcontracts entered into with Exxon's prior approval covering materials and services in connection with the work, plus a fee of 10?. SUPPORT DATA FOR INVOICES A. Labor A special payroll form covering a 1-week period will be furnished by Exxon to assist Contractor in preparation of invoices. All invoices rendered shall be supported by this special form. Detailed instructions for preparation of the form will be furnished to Contractor before work begins. B. Equipment and Tool Rental A special equipment rental report form covering a calendar week will be furnished by Exxon to assist Contractor in preparation of invoices. All invoices covering equipment and tool rental shall be supported by this special form. Detailed instruction for preparation of the form wi11 be furnished to Contractor before work begins. AUDIT CLAUSE Exxon's duly authorized representatives shall have access, at all reason able times, to all Contractor's personnel, books, records, correspondence, instruc tions, plans, drawings, receipts, vouchers and memoranda of every description pertaining to work under Contract for the purpose of auditing and verifying costs of work upon prior notice to Contractor's project manager. Exxon's representatives shall have the right to reproduce any of the aforesaid documents. Contractor shall preserve all of the aforesaid documents for a period of two years after the com pletion and acceptance or termination of work. -lc- EXX 0213 5-4 2-0060-1 3. Contractor shall comply with all of the terms and conditions contained in Exxon's publication entitled "Contractors' Responsibilities for Safety, Plant Protection, and Traffic Regulations," dated January 1, 1973. said publication being made a part of this contract by leference Exxon will furnish copies of this publication to the Contractor, The rules and regulations contained in the "Contractors' Responsibilities" shall apply to all subcontractors and their employees as well as to the prime contractor and its employees. Before starting work under this Contract, Contractor shall obtain from Exxon copies of these regulations. Contractor shall notify its employees, its subcontractors, and the employees of its subcontrac' irs of the provisions of said regulations and shall secure compliance therewith by all such parties, and Contractor shall not allow any of such persons to begin work inside Exxon's Baytown Refinery until such notification has been given them. Said "Contractors' Responsibilities" are designed as minimum requirements for Contractor, and Contractor shall take any additional precaution necessary or proper under the circumstances to prevent miury or death to persons or damage to property. Neither compliance with such regulations by Contractor nor Exxon's approval of any actions or procedures of Contractor as provided therein shall relieve Contractor of its obligation always to use due care in performing work hereunder. 4. Although Contractor shall provide its own representative or representatives to supervise and inspect all materials and workmanship entering into this job Exxon reserves the right to have an inspector on the job. Any material which Exxon considers unsatisfactory shall be removed and replaced at Contractor's expense. Neither inspection, waiving of inspection, nor acceptance by Exxon shall relieve Contractor of its obligation to furrtish all materials and workmanship in accordance with specifications. , 5. It is understood and agreed that all work performed by Contractor hereunder shall meet with the approval of Exxon's engineers or inspectors but that the detailed manner and method of doing same shall be under the control of Contractor, Exxon being interested only in the result obtained, and that Contractor is an independent contractor as to all work performed hereunder. In this connection. Contractor and Exxon agree as follows A. Contractor agrees to indemnify and hold Exxon harmless from all claims, actions, demands, loss and causes of actions arising: (1) From injury, including death, to its employees and those of its subcontractors, except such as may result solely from the negligence or willful acts of Exxon or its employees. (2) From (a) injuries to or deaths of persons, including employees and representatives of Exxon, which result in whole or in part from the willful acts or negligence of Contractor, its employees, agents, or subcontractors, or (b) damage to property of Exxon and all other persons, which results in whole or in part from the negligence or willful acts of Contractor, its employees, agents, or subcontractors, except that Contractor shall not be responsible for damage to Exxon's property resulting from fire or explosion. (3) From damage to property or injury to or death of persons which result in whole or in part from willful acts or the negligence of Contractor, its employees, agents or subcontractors, in connection with the handling and use of utilities furnished by Exxon except that Contractor shall not be responsible or liable for such damage to Exxon's property resulting from fire or explosion. B. In addition. Contractor agrees to carry insurance as follows: (1) Workmen's Compensation Insurance in compliance with the Texas Employers' Liability Act and all amendments thereto. 2 EXX 002104 542-0ObOA 2 (21 Comprehensive General Liability Insurance (including Contractors' Protective Liability when subcontractors are used!, covering (a) Bodily injury liability with a limit of not less than $ 100(000 for one person injured or killed and, subject to such limit, S 100,000 for more than one person injured or killed in any one accident, and lb) Property damage liability with limits of not less than S 100,000 accident, and $ 100,000 aggregate. for each (3) Automobile Liability Insurance on owned, non-owned and hired automotive equipment covering (a) Bodily injury liability with a limit of not less than $100,000 for one person injured or killed and, subject to such limit, S300.000 for more than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than $50,000 for each accident C. Prior to commencing work hereunder. Contractor shall produce evidence in a form satisfactory to Exxon that all insurance required under this Contract is in force and carried with companies acceptable to Exxon and that such insurance will not be materially altered or canceled while the work covered hereby is in progress without a reasonable prior written notice to Exxon. Upon request of Exxon, Contractor shall furnish certified copies of all such insurance policies. Should Contractor at any time neglect, or refuse to provide, or should it cancel the insurance required herein, Exxon shall have the right to procure same and deduct the cost thereof from the consideration to be paid Contractor hereunder. 6. Contractor agrees to pay off and satisfy all claims for labor and material employed or used in anywise by it in connection with the work performed hereunder, and to permit no liens of any kind to be fixed upon or against the property of Exxon by Contractor's laborers, mechanics or materialmen, and agrees to indemnify, protect and save Exxon harmless from and against all such claims and liens. 7. Contractor agrees that if, in the opinion of Exxon, Contractor should fail at any time during the performance hereof, to provide the necessary labor, supervision, tools, equipment or materials for the prompt performance of the work herein contractor for, or should breach this Contract in whole or in part or fail to use due diligence in the performance thereof, or should not be performing this Contract in the manner herein provided, Exxon may, at its election, take over and perform or obtain another contractor to take over and perform all or any part of the work then remaining unperformed. In the event Exxon should exercise such right, it shall have the right to use all or any part of Contractor's tools or equipment then in use on the job but shall pay Contractor a reasonable rental for the use of such tools and equipment during the period use by Exxon and shall return same to Contractor upon the completion of the job in as good condition as when taken over by Exxon, ordinary wear and tear excepted. Should Exxon take over the completion of said job, or obtain another contractor to do so Exxon shall pay Contractor for the work then completed, subject to the later provisions hereof, unless the compensation for the completed work cannot be readily determined, in which latter event Exxon shall pay Contractor the full contract price less all costs and expenses incurred by it in the completion of the work. 8. Contractor agrees that upon the completion by it and acceptance by Exxon of the work herein contracted for it will furnish Exxon with proof satisfactory to the latter that all claims for labor and material have been satisfied and paid and that there are no unsatisfied claims for injuries to persons or property, and thereupon the amount due as herein provided shall be paid by Exxon to Contractor within 30 calendar days after receipt of final invoice, subject, however, to the right in Exxon to withhold payments in accordance with the provisions of Article 5469, Texas Revised Civil Statutes of 1925, and all amendments thereto or other provisions of law applicable. It is 3 EXX 00215 542 0060AJ agreed that upon request of Contractor and upon 'flowing to the satisfaction of Exxon that all claims for labor and material and for damages to persons and propertv. as above provided, have been satisfied, Exxon, in the event it considers it safe to do so, will advance at approximately fifteen (15) day intervals up to ninety percent (90%) of the value of the work then completed, based upon estimates by Exxon's engineers or inspectors, in which event the balance will be paid upon completion and acceptance of the work and compliance with the terms and provisions hereof. Payment pursuant to the terms of this paragraph shall not preclude the right of Exxon from thereafter disputing any of the items involved. Contractor agrees that in the event any lien or liens are fixed or attempted to be fixed, secured or claimed against Exxon or Exxon's property by any person or firm, lumber dealer or corporation, artisan, laborer, mechanic or subcontractor who furnished services or materials in connection with the performance of this Contract, Contractor will, within ten (10) days following notification by Exxon that such lien or liens have been fixed or attempted to be fixed, secured or claimed, furnish Exxon a bond in an amount equal to twice the value of the hen or liens. Such bond shall be executed by a corporate surety authorized to do business under the laws of the State of Texas and shall comply in all respects with the requirements of Article 5472c, Vernon's Annotated Texas Statutes. Contractor further agrees to file such bond with the County Clerk of Harris County, Texas, and to take all steps necessary to assure that prompt notice of such filing is given to the obligees named therein. Contractor further agrees that the giving of such bond shall be in addition to any other rights of Exxon or obligations of Contractor under this Contract and shall in no way be construed as abrogating or qualifying such rights and obligations. 9. In the event there is a conflict between any of the provisions hereof and any of the proposals, general conditions, specifications, or any documents, agreements, or papers of any kind which have been incorporated herein by other provisions hereof, it is understood and agreed that the provisions hereof shall be controlling. The making, execution and delivery of this Contract by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Contract embodies the entire understanding of the parties hereto and there are no further or other agreements or understandings, written or oral, except as mentioned herein. 10. In performing its obligations hereunder. Contractor shall comply with all applicable federal, state, and municipal laws, and all applicable orders, rules and regulations of constituted authority. 11. If Contractor fails or refuses to pay any taxes or governmental charges, state or federal, relating to the employees of Contractor, and Exxon may be required or deems it necessary to pay such taxes or charges. Contractor agrees to furnish Exxon with information required to enable it to make the necessary reports and to pay such taxes or charges. Contractor agrees to reimburse Exxon on demand at Houston, Texas, for all such taxes or governmental charges, state or federal, which Contractor fails or refuses to pay and which Exxon may be required or deems it necessary to pay. In addition, Exxon, at its election, is authorized to deduct all sums so paid for taxes and governmental charges from any payment due Contractor hereunder. 12. In connection with the work provided for hereunder, Contractor (1) guarantees and warrants all material and equipment fabricated by it against defects and agrees to replace, without cost to Exxon, any such material or equipment which may become defective within one (1) year from Exxon's acceptance of the work except when such defects are the result of corrosion, erosion, normal wear and tear; (2) guarantees its field workmanship and agrees without cost or charge to Exxon to replace or repair any defects in the work covered by this Contract resulting from its field workmanship if such defects are reported to Contractor within one year from date of Exxon's acceptance of the work; (3) will to the extent reasonably possible secure from the vendors of materials and equipment guarantees substantially the same as the guarantees of Contractor set out in (1) and (2) above. 13. In the event Exxon loans or furnishes tools or equipment to Contractor in connection with its work covered hereunder, Contractor agrees: 4 EXX 0El6 542 0060 4 A. To make its own determination before commencing work that such tools and equipment are adequate for the safe performance of the work by Contractor, B. That such tools or equipment will be loaned or furnished and accepted by Contractor without warranty or representation by Exxon as to their condition. C. To return such tools or equipment to Exxon at the conclusion of such use in as good condition as when received, ordinary wear and tear excepted; and, D. To indemnify and hold Exxon harmless from all claims, demands, causes of action, damages and injuries resulting from Contractor's use of said tools or equipment. For the purpose of this paragraph 13, tools and equipment shall be defined to include scaffolds, lights, and all other types of apparatus, facilities or services which Exxon may loan or furnish. In addition, all of the provisions of this paragraph shall be applicable to any lighting or illumination loaned or furnished to Contractor by Exxon. 14. Exxon may from time to time, by written instructions or drawings issued to Contractor, require additional work and services directly in connection with or incidental to the work covered by this Contract, and Exxon may by such instructions or drawings, require Contractor to alter, change, accelerate, or omit any work covered by this Contract. In the event Exxon desires any such additions, changes, alterations, accelerations or omissions which will materially increase or decrease the total contract price referred to in paragraph 2 above, Contractor shall submit to Exxon an estimate of such increase or decrease. Should Exxon desire to proceed in accordance with such estimate, Exxon shall issue to Contractor a Contract Change Order describing the work to be added or deleted and the corresponding price addition or deduction therefor. If Contractor has not obtained a Contract Change Order, signed by Exxon's appointed representative, no claim for additional compensation will be allowed. The provisions of this Contract except as may be otherwise provided shall apply to all such additions, changes or alterations as if they were embodied in the original drawings and specifications. 15. Contractor shall procure Exxon's prior written approval as to any subcontract covering any portion of the work provided for hereunder. No such approval shall relieve Contractor from any of the obligations of this Contract, and, as between the parties hereto, Contractor shall be and remain liable as if no such subcontract had been made. No subcontract shall bind or purport to bind Exxon but shall contain a provision permitting assignment thereof by Contractor to Exxon. 16. Contractor agrees to hold in confidence any and all technical information disclosed to Contractor by Exxon, including technical information included in or on tracings, drawings, field notes, calculations, specifications, and engineering data, except: A. domain; Technical information which at the time of disclosure by Exxon to Contractor is in the public B. Technical information which, after disclosure by Exxon to Contractor, becomes part of the public domain by publication or otherwise; and C. Technical information which Contractor can show was in Contractor's possession at the time of Exxon's disclosure to Contractor and was not acquired, directly or indirectly, from Exxon. Contractor agrees that Contractor will not, without the written permission of Exxon, use the technical information which Contractor is required to keep confidential under this Contract for any purpose other than the accomplishment of work under this Contract. 5 EXX 2l7 5J2 OOOJ 5 17. If Contractor or Contractor's personnel make any inventions liascd upon technical inform,mon which Contractor is required to keep confid"otial under this Contract, Contractor shall promptly disclose said inventions to Exxon. Contractor agrees to grant and hereby grants to Exxon an irrevocable, nonexclusive, royalty free license and the irrevocable right to grant nonexclusive licenses, without accounting therefor to Contractor, to use said inventions under Contractor's Patent Rights. The licensing right herein granted by Contractor to Exxon is assignable by Exxon to any of its Affiliates. For the purpose of this Contract only, the term "Contractor's Patent Rights" shall mean patents and patent applications based on inventions made by Contractor or Contractor's personnel which inventions are based upon information which Contractor is required to keep confidential under this Contract and which are conceived during the life of this Contract and two (2) years thereafter. The term "Affiliate," as used in this paragraph, shall mean and include any company of which Exxon Corporation now or hereafter owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof For the purpose of this definition, the stock owned or controlled by Exxon Corporation shall be deemed to include all stock owned or controlled, directly or indirectly, by any other company of which Exxon Corporation owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. 18. It is expressly understood by Contractor that Exxon accepts no obligation of confidence with respect to any information disclosed to Exxon by Contractor under this Contract unless specifically covered by a separate, written confidentiality agreement. In the absence of such separate confidentiality agreement, Contractor agrees that it will not place any restrictive notices on the tracings, drawings, field notes, specifications, and any other documents embodying enginee' ng or professional data de1 oped by Contractor for Exxon pursuant to this Contract and that Exxon is hereby authorized to nullify, obliterate, or otherwise remove any such restrictive clauses; and that Exxon shall be free to use or disclose any or all of the information contained therein to third parties without accounting to Contractor therefor. 19. It is understood and agreed that Exxon may, upon written notice to Contractor, terminate the work provided for hereunder. In the event of such termination. Contractor shall be reimbursed for actual costs incurred to the date of such notice of termination in connection with the execution of the described work, and for actual costs thereafter incurred by Contractor in connection with such termination, plus applicable overhead and a reasonable profit based on such costs. However, in no event shall such reimbursement include prospective profits for work unperformed. 20. Contractor's obligations under paragraphs 16 and 17 of this Contract shall survive any termination of this Contract. 21. It is agreed as a condition of the Contract as follows: A. That in the performance of this Contract, Contractor shall not engage in any conduct or practice which violates any applicable law, order or regulation prohibiting discrimination against any person by reason of race, color, religion, national origin, sex or age. nnB. This Contract is is not I I subject to the Equal Opportunity Supplement entered into between the parties pursuant to Executive Order 11246. This Supplement is: I X I on file in this office attached hereto. Please sign and return to this office. C. The Contractor represents that to the best of his knowledge and belief he is in complete compliance with applicable regulations of the Cost of Living Council. Further, the Contractor warrants that the amounts invoiced under this Contract will no* exceed the lower of (1) the contract price or (2) the maximum levels established in accordance with applicable regulations of Cost of Living Council. 6 EXX 002108 B4i-ooo.e* IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals as of the day and year first above written. ABOtaJ Exxon Company, U.S.A. la division of Exxon Corporation) ' By . Manager Baytown Refinery / 7 EXX 002109 *42 CONTRACTOR'S ACKNOWLEDGMENT STATE OF COUNTY OF TEXAS I HARRIS I Before me, the undersigned authority, on this day personally appeared E. M- ZEKR known to me to be the person whose name is subscribed to the foregoing instrument as t t jflCE t*ESiDNl of Brown & Root, Inc., and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated, and as the act and deed of said Brown Root, Inc. ___ ____ ______________ . Given under my hand and seal of office, this the ST day o f Hugos'! , A. D., 19 73. Ok ISjL------------- NotaryPublic irt and for Harris County, Texas i v. EXX 002110 542-0060 A- 7 acknowledgement STATE OF TEXAS I COUNTY OF HARRIS I Before me, the undersigned authority, on this day personally appeared - ' - '___ --L. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated and as the act and deed of said Exxon Company, U.S.A. (a division of Exxon Corporation). . Given under my hand and seal of office, this the day of * A.D., 19 ' Notary Public in and for Harris County. Texas Ncttry My Cor JONES NN?US" ^l--.-ssCC:^Ta*.* -n Lxr -'jne EXX ! ) OFFICE MEMO BROWN & ROOT, INC. SEPTEMBER 5, 1973 TO THOSE CONCERNED: t JOB NO. 27-5451 IS ASSIGNED TO COVER THE INSTALLATION OF THE WET GAS SCRUBBER 2ND ATTENDANT FACILITIES AT FCCU #2 FOR EXXON COMPANY, U. S. A. JPL/nb JOB TITLE: EXXON COMPANY, U. S. A. - INSTALL WET GAS SCRUBBER 2ND ATTENDANT FACILITIES AT FCCU #2 IN BAYTOWN, TEXAS. (WORK TO BE PERFORMED BY THE L. J. DERRICK DEPARTMENT) c EXX REOwcST FOR ASSIGNMENT OF JOB NUMl.R -- BROWN & ROOT, INC. AND ASSOCIATED COMPANIES -v n-sr5l JM SUBJECT ACCOUNTING DEPARTMENT Induatrial-Ciril Dirlalon JOB NUMBER ASSIGNMENT - Brown & Root, Ino. Company 8/20/73 Induatrial-Cirll CCPtM'MEST, SUB-DIVISION: Indaatrial Work o/o Bay-town Offloo PLEASE ASSIGN A JOB NUMBER TO BE USED FOR RECORDING OF INCOME AND COSTS RELATING TO THE CON TRACT DETAILED BELOW: OWNER Bacon Company, 0. 3. A. - Bytown, Ttaaa PRIME CONTRACTOR _________________________________________________________________ -__________ ___________ CONTRACT DATE: 8/20/73________________________________________________________________________ DESCRIPTION OF work tfot Gas Sorabbf 2nd Attendant faollitlea at FOOD #2 at Baytown Plant ______________________________________________________________________ i TYPE OF CONTRACT UNIT PRICE II), LUMP SUM ( ), FORCE ACCOUNT ( ), COST PLUS FEE i OTHER ( (EXPLAIN, ESTIMATED COMPLETION DATE: Fetrury 1974 OR CONTINUOUS ( >_^NTRACT AMOUNT: S Appro $600,000,00 ACTUAL ( ), ESTIMATED ( XI ). TERMS OF PAYMENT: PROGRESS BILLINGS - MONTHLY ( ), WEEKLY ( ZZ ), BIWEEKLY ( ). SEMIMONTHLY ( ), REVOLVING FUND ( ), OTHER ( ), ______________ PERCENT RETAINED: Mone % OF OTHER ( _______________________________________(E_X_P__L_A_IN_' TO BE COMPLETED ONLY FOR JOINT VENTURES. PARTNERS AND PARTICIPATION: SPONSOR:________________________________________ ATTACH FINANCING CURVE OR CASH FORECAST: 3 NUMBER ASSIGNED: 27-5451 CC OAlCNAL - ACCOUNTING OUPL'CATC - RETAINED Q .TRIPLICATE - TREASuRT/CREOlT uadruplicate purchasing SIGNATURE OP EMPLOYEE REQUESTING JOB NUMBER Hatbawa F ORM AT- ACCOUNTING - ` -If '!j .... V ? ! -` V i IVt. V ;'i ' v , . :s.: mmm. vv 4' r : i. v :M- 5' .V- - t:r ' ~,*r. ' V- = . "'Aa > r : v r"Noj UI 1 Nl n c*i i ig HO >:h o M> '*'/ -' EXX 00211A ^'I Brown GfRootlnc. Post Office Box Three, Houston, Texas 77001 We will perform the additional work described by Design Change #1 for a lump sum price of $2,225.00 (TWO THOUSAND TWO HUNDRED TWENTY- FIVE DOLLARS). This additional work will not necessitate an ex tension of days to the original contract schedule provided we are authorized to proceed immediately. , The scope of work included in D.C. #1, consists of the following listed items; A. Delete three each drilled foundations B. Add two each hand dug foundations C. Revise Pipe Support No. PS-23 Yours very truly, BROWN & ROOT, INC. B. M. Holt Labor Plus 407. Materials Plus 107. Equipment Plus 357. F.O.G. TOTAL Credit For Three Each Drilled Foundations $1,862.00 249.00 16400 $2,275.00 50.00 TOTAL CON i RACT CHANGE ORDER NO. 3_________ CONTRACT NOA1' PATF- ///,7/O o' ADDITION /EStUETTOH) S ^-/ 7 * EXXON COMPANY. U.S.A. A OF CXkOU ___ _ AFPROVEDk_i. DATE: *7? //<C S EXCERPTD //. - PR0J. ^.r,yv.-,||ir^. _ EXX 0021 IS 542-0060 Appropriation 1-91A 9 Work Request 1966-5000 -I Contract No. G-oo-5951 -c THIS CONTRACT, entered into this day of^s- t < Exxon Company, U.S.A. (a division of Exxon Corporation), hereinafter referred 1 BROWN & ROOT, INC. J hereinafter referred to as "Contractor," WITNESSETH: 19 lk. by and between Exxon," and That in consideration of the covenants and agreements set out herein and the payments provided for herein Exxon and Contractor agree as follows: 1. Contractor agrees to begin immediately and press with due diligence until completion in a careful and workmanlike manner, with the necessary labor, supervision, tools, equipment, and materials, furnished and maintained by Contractor at its own cost and expense except as hereinafter provided, certain work briefly described as follows: Perform all work in accordance with the specifications and exhibits listed below, a copy of said specifications and exhibits and of each drawing and Baytown Engineering Standard referred to therein being attached hereto and made a part hereof. Des i gna t ion 1 Title _________________________________________________________________ Date Specifications Specifications for Offsite Piping and Pipe Supports Baytown Fuels Expansion, Exxon Company, U.S.A. (A Division of Exxon Corporation) Baytown, Texas November 27, 1973 Exhibit "A" Offsite Piping and Pipe Supports November 27. 1973 Contractor agrees to begin work immediately upon award of Contract, and will make every effort to complete the work on or before June k, 197*4. 2. As consideration for the satisfactory performance and completion of this Contract by Contractor, Exxon agrees to pay to Contractor the lump sum price of THREE HUNDRED THIRTY THOUSAND TWO HUNDRED FIFTEEN AND N0/100 ($330,215.00) DOLLARS. Invoices will be paid 30 days after receipt of invoice. The contractor represents that to the best of his knowledge and belief he is in complete compliance with applicable regulations of the Cost of Living Council Further, the contractor warrants that the amounts invoiced under this contract will not exceed the lower of the contract price or the maximum levels established in ac cordance with applicable regulations of the Cost of Living Council. EXX 002116 >* 6 0 - 'A 3. Contractor shall comply with all of the terms and conditions contained in Exxon's publication entitled "Contractors' Responsibilities for Safety, Plant Protection, and Traffic Regulations," dated May 1, 1973, said publication being made a part of this contract by reference. Exxon will furnish copies of this publication to the Contractor. The rules and regulations contained in the "Contractors' Responsibilities" shall apply to all subcontractors and their employees as well as to the prime contractor and its employees. Before starting work under this Contract, Contractor shall obtain from Exxon copies of these regulations. Contractor shall notify its employees, its subcontractors, and the employees of its subcontractors of the provisions of said regulations and shall secure compliance therewith by all such parties; and Contractor shall not allow any of such persons to begin work inside Exxon's Baytown Refinery until such notification has been given them. Sjid "Contractors' Responsibilities" are designed as minimum requirements for Contractor, and Contractor shall take any additional precaution necessary or proper under the circumstances to prevent injury or death to persons or damage to property. Neither compliance with such regulations by Contractor nor Exxon's approval of any actions or procedures of Contractor as provided therein shall relieve Contractor of its obligation always to use due care in performing work hereunder. 4. Although Contractor shall provide its own representative or representatives to supervise and inspect all materials and workmanship entering into this job, Exxon reserves the right to have an inspector on the job. Any material which Exxon considers unsatisfactory shall be removed and replaced at Contractor's expense* Neither inspection, waiving of inspection, nor acceptance by Exxon shall relieve Contractor of its obligation to furnish all materials and workmanship in accordance with specifications. 5. It is understood and agreed that all work performed by Contractor hereunder shall meet with the approval of Exxon's engineers or inspectors but that the detailed manner and method of doing same shall be under the control of Contractor, Exxon being interested only in the result obtained, and that Contractor is an independent contractor as to all work performed hereunder. In this connection, Contractor and Exxon agree as follows: A. Contractor agrees to indemnify and hold Exxon harmless from all claims, actions, demands, loss and causes of actions arising: (1) From injury, including death, to its employees and those of its subcontractors, except such as may result solely from the negligence or willful acts of Exxon or its employees. (2) From (a) injuries to or deaths of persons, including employees and representatives of Exxon, which result in whole or in part from the willful acts or negligence of Contractor, its employees, agents, or subcontractors, or (b) damage to property of Exxon and all other persons, which results in whole or in part from the negligence or willful acts of Contractor, its employees, agents, or subcontractors, except that Contractor shall not be responsible for damage to Exxon's property resulting from fire or explosion. (3) From damage to property or injury to or death of persons which result in whole or in part from willful acts or the negligence of Contractor, its employees, agents or subcontractors, in connection with the handling and use of utilities furnished by Exxon except that Contractor shall not be responsible or liable for such damage to Exxon's property resulting from fire or explosion. B. In addition. Contractor agrees to carry insurance as follows: (1) Workmen's Compensation Insurance in compliance with the Texas Employers' Liability Act and all amendments thereto. 2 EXX 002117 S42-0060A-2 (2) Comprehensive General Liability Insurance (including Contractors' Protective Liability when subcontractors are used), covering (a) Bodily injury liability with a limit of not less than $ 100,000 for one person injured or killed and, subject to such limit, $ 100,000 for more than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than $ 100,000 accident, and $ 100,000 aggregate. for each (3) Automobile Liability Insurance on owned, non-owned and hired automotive equipment covering (a) Bodily injury liability with a limit of not less than $100,000 for one person injured or killed and, subject to such limit, $300,000 for more than one person inju. id or killed in any one accident, and (b) Property damage liability with limits of not less than $50,000 for each accident. C. Prior to commencing work hereunder, Contractor shall produce evidence in a form satisfactory to Exxon that all insurance required under this Contract is in force and carried with companies acceptable to Exxon and that such insurance will not be materially altered or canceled while the work covered hereby is in progress without a reasonable prior written notice to Exxon. Upon request of Exxon, Contractor shall furnish certified copies of all such insurance policies. Should Contractor at any time neglect, or refuse to provide, or should it cancel the insurance required herein, Exxon shall have the right to procure same and deduct the cost thereof from the consideration to be paid Contractor hereunder. 6. Contractor agrees to pay off and satisfy all claims for labor and material employed or used in anywise by it in connection with the work performed hereunder, and to permit no liens of any kind to be fixed upon or against the property of Exxon by Contractor's laborers, mechanics or materialmen, and agrees to indemnify, protect and save Exxon harmless from and against all such claims and liens. 7. Contractor agrees that if, in the opinion of Exxon, Contractor should fail at any time during the performance hereof, to provide the necessary labor, supervision, tools, equipment or materials for the prompt performance of the work herein contractor for, or should breach this Contract in whole or in part or fail to use due diligence in the performance thereof, or should not be performing this Contract in the manner herein provided, Exxon may, at its election, take over and perform or obtain another contractor to take over and perform all or any part of the work then remaining unperformed. In the event Exxon should exercise such right, it shall have the right to use all or any part of Contractor's tools or equipment then in use on the job but shall pay Contractor a reasonable rental for the use of such tools and equipment during the period use by Exxon and shall return same to Contractor upon the completion of the job in as good condition as when taken over by Exxon, ordinary wear and tear excepted. Should Exxon take over the completion of said job, or obtain another contractor to do so Exxon shall pay Contractor for the work then completed, subject to the later provisions hereof, unless the compensation for the completed work cannot be readily determined, in which latter event Exxon shall pay Contractor the full contract price less all costs and expenses incurred by it in the completion of the work. 8. Contractor agrees that upon the completion by it and acceptance by Exxon of the work herein contracted for it will furnish Exxon with proof satisfactory to the latter that all claims for labor and material have been satisfied and paid and that there are no unsatisfied claims for injuries to persons or property, and thereupon the amount due as herein provided shall be paid by Exxon to Contractor within 30 calendar days after receipt of final invoice, subject, however, to the right in Exxon to withhold payments in accordance with the provisions of Article 5469, Texas Revised Civil Statutes of 1925, and all amendments thereto or other provisions of law applicable. It is 3 EXX 002118 542-0060A-3 agreed that upon request of Contractor and upon showing to the satisfaction of Exxon that all claims for labor and material and for damages to persons and property, as above provided, have been satisfied, Exxon, in the event it considers it safe to do so, will advance at approximately fifteen (15) day intervals up to ninety percent (90%) of the value of the work then completed, based upon estimates by Exxon's engineers or inspectors, in which event the balance will be paid upon completion and acceptance of the work and compliance with the terms and provisions hereof. Payment pursuant to the terms of this paragraph shall not preclude the right of Exxon from thereafter disputing any of the items involved. Contractor agrees that in the event any lien or liens are fixed or attempted to be fixed, secured or claimed against Exxon or Exxon's property by any person or firm, lumber dealer or corporation, artisan, laborer, mechanic or subcontractor who furnished services or materials in connection with the performance of this Contract, Contractor will, within ten (10) days following notification by Exxon that such lien or liens have been fixed or attempted to be fixed, secured or claimed, furnish Exxon a bond in an amount equal to twice the value of the lien or liens. Such bond shall be executed by a corporate surety authorized to do business under the laws of the State of Texas and shall comply in all respects with the requirements of Article 5472c, Vernon's Annotated Texas Statutes. Contractor further agrees to file such bond with the County Clerk of Harris County, Texas, and to take all steps necessary to assure that prompt notice of such filing is given to the obligees named therein. Contractor further agrees that the giving of such bond shall be in addition to any other rights of Exxon or obligations of Contractor under this Contract and shall in no way be construed as abrogating or qualifying such rights and obligations. 9. In the event there is a conflict between any of the provisions hereof and any of the proposal^ general conditions, specifications, or any documents, agreements, or papers of any kind which have been incorporated herein by other provisions hereof, it is understood and agreed that the provisions hereof shall be controlling. The making, execution and delivery of this Contract by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Contract embodies the entire understanding of the parties hereto and there are no further or other agreements or understandings, written or oral, except as mentioned herein. 10. In performing its obligations hereunder, Contractor shall comply with all applicable federal, state, and municipal laws, and all applicable orders, rules and regulations of constituted authority. 11. If Contractor fails or refuses to pay any taxes or governmental charges, state or federal, relating to the employees of Contractor, and Exxon may be required or deems it necessary to pay such taxes or charges. Contractor agrees to furnish Exxon with information required to enable it to make the necessary reports and to pay such taxes or charges. Contractor agrees to reimburse Exxon on demand at Houston, Texas, for all such taxes or governmental charges, state or federal, which Contractor fails or refuses to pay and which Exxon may be required or deems it necessary to pay. In addition, Exxon, at its election, is authorized to deduct all sums so paid for taxes and governmental charges from any payment due Contractor hereunder. 12. In connection with the work provided for hereunder, Contractor (1) guarantees and warrants all material and equipment fabricated by it against defects and agrees to replace, without cost to Exxon, any such material or equipment which may become defective within one (1) year from Exxon's acceptance of the work except when such defects are the result of corrosion, erosion, normal wear and tear; (2) guarantees its field workmanship and agrees without cost or charge to Exxon to replace or repair any defects in the work covered by this Contract resulting from its field workmanship if such defects are reported to Contractor within one year from date of Exxon's acceptance of the work; (3) will to the extent reasonably possible secure from the vendors of materials and equipment guarantees substantially the same as the guarantees of Contractor set out in (1) and (2) above. 13. In the event Exxon loans or furnishes tools or equipment to Contractor in connection with its work covered hereunder, Contractor agrees: 4 EXX 002119 542-0060-4 A. To- make its own determination before commencing work that such tools and equipment are adequate for the safe performance of the work by Contractor; B. That such tools or equipment will be loaned or furnished and accepted by Contractor without warranty or representation by Exxon as to their condition. C. To return such tools or equipment to Exxon at the conclusion of such use in as good condition as when received, ordinary wear and tear excepted; and; D. To indemnify and hold Exxon harmless from all claims, demands, causes of action, damages and injuries resulting from Contractor's use of said tools or equipment. For the purpose of this paragraph 13, tools and equipment shall be defined to include scaffolds, lights, and all other types of apparatus, facilities or services which Exxon may loan or furnish. In addition, all of the provisions of this paragraph shall be applicable to any lighting or illumination loaned or furnished to Contractor by Exxon. 14. Exxon may from time to time, by written instructions or drawings issued to Contractor, require additional work and services directly in connection with or incidental to the work covered by this Contract; and Exxon may by such instructions or drawings, require Contractor to alter, change, accelerate, or omit $ny work covered by this Contract. In the event Exxon desires any such additions, changes, alterations, accelerations or omissions which will materially increase or decrease the total contract price referred to in paragraph 2 above, Contractor shall submit to Exxon an estimate of such increase or decrease. Should Exxon desire to proceed in accordance with such estimate, Exxon shall issue to Contractor a Contract Change Order describing the work to be added or deleted and the corresponding price addition or deduction therefor. If Contractor has not obtained a Contract Change Order, signed by Exxon's appointed representative, no claim for additional compensation will be allowed. The provisions of this Contract except as may be otherwise provided shall apply to all such additions, changes or alterations as if they were embodied in the original drawings and specifications. 15. Contractor shall procure Exxon's prior written approval as to any subcontract covering any portion of the work provided for hereunder. No such approval shall relieve Contractor from any of the obligations of this Contract, and, as between the parties hereto. Contractor shall be and remain liable as if no such subcontract had been made. No subcontract shall bind or purport to bind Exxon but shall contain a provision permitting assignment thereof by Contractor to Exxon. 16. Contractor agrees to hold in confidence any and all technical information disclosed to Contractor by Exxon, including technical information included in or on tracings, drawings, field notes, calculations, specifications, and engineering data, except: A. domain; Technical information which at the time of disclosure by Exxon to Contractor is in the public B. Technical information which, after disclosure by Exxon to Contractor, becomes part of the public domain by publication or otherwise; and C. Technical information which Contractor can show was in Contractor's possession at the time of Exxon's disclosure to Contractor and was not acquired, directly or indirectly, from Exxon. Contractor agrees that Contractor will not, without the written permission of Exxon, use the technical information which Contractor is required to keep confidential under this Contract for any purpose other than the accomplishment of work under this Contract. 5 EXX 002120 542-0060-5 17. If Contractor or Contractor's personnel make any inventions based upon technical information which Contractor is required to keep confidential under this Contract, Contractor shall promptly disclose said inventions to Exxon. Contractor agrees to grant and hereby grants to Exxon an irrevocable, nonexclusive, royalty-free license and the irrevocable right to grant nonexclusive licenses, without accounting therefor to Contractor, to use said inventions under Contractor's Patent Rights. The licensing right herein granted by Contractor to Exxon is assignable by Exxon to any of its Affiliates. For the purpose of this Contract only, the term "Contractor's Patent Rights" shall mean patents and patent applications based on inventions made by Contractor or Contractor's personnel which inventions are based upon information which Contractor is required to keep confidential under this Contract and which are conceived during the life of this Contract and two (2) years thereafter. The term "Affiliate," as used in this paragraph, shall mean and include any company of which Exxon Corporation now or hereafter owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. For the purpose of this definition, the stock owned or controlled by Exxon Corporation shall be deemed to include all stock owned or controlled, directly or indirectly, by any other company of which Exxon Corporation owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. 18. It is expressly understood by Contractor that Exxon accepts no obligation of confidence with respect to any information disclosed to Exxon by Contractor under this Contract unless specifically covered by a separate, written confidentiality agreement. In the absence of such separate confidentiality agreement. Contractor agrees that it will not place any restrictive notices on the tracings, drawings, field notes, specifications, and any other documents embodying engineering or professional data developed by Contractor for Exxon pursuant to this Contract and that Exxon is hereby authorized to nullify, obliterate, or otherwise remove any such restrictive clauses; and tltat Exxon shall be free to use or disclose any or all of the information contained therein to third parties without accounting to Contractor therefor. 19. It is understood and agreed that Exxon may, upon written notice to Contractor, terminate the work provided for hereunder. In the event of such termination, Contractor shall be reimbursed for actual costs incurred to the date of such notice of termination in connection with the execution of the described work, and for actual costs thereafter incurred by Contractor in connection with such termination, plus applicable overhead and a reasonable profit based on such costs. However, in no event shall such reimbursement include prospective profits for work unperformed. 20. Contractor's obligations under paragraphs 16 and 17 of this Contract shall survive any termination of this Contract. 21. It is agreed as a condition of the Contract as follows: A. That in the performance of this Contract, Contractor shall not engage in any conduct or practice which violates any applicable law, order or regulation prohibiting discrimination against any person by reason of race, color, religion, national origin, sex or age. B. This Contract is I X I is not I I subject to the Equal Opportunity Supplement entered into between the parties pursuant to Executive Order 11246. This Supplement is: m on file in this office CD attached hereto. Please sign and return to this office. 6 EXX 002121 342.00C0.6 A IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals as of the day and year first above written. 8R0WN & ROOT, INC. .J: %>7. -e. By VICE PRESIDDEEfit ABO: me (EWB radley) Exxon Company, U.S.A. (a division of Exxon Corporation) By *<L Administrative Manager Baytown Refinery 7 EXX 002122 542-3I33-3 CONTRACTOR'S ACKNOWLEDGMENT STATE OF TEXAS I COUNTY OF HARRIS I Before me, the undersigned authority, on this day personally appeared I. M. 2?RR known to me to be the person whose name is subscribed to the foregoing instrument as vice president of BROWN S ROOT, INC.. and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated, and as the act and deed of said BROWN & ROOT, INC, r 11 ra' Notary Public in and bGf Harris County, Texas EXX 002123 542 006 0-7 ACKNOWLEDGEMENT STATE COUNTY OF HARRIS I Before me, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated and as the act and deed T of said Exxon Company, U.S.A. (a division of Exxon Corporation). Given under my hand and seal of office, this the day of _ Sl- // A.D., 19 Notary Public in and for Harris County, Texas MMUA ft. DAY* Notary PabAc in .nd for Hard. County. Taxos^ Mv Comm>*miun Exptra* Jun* 1. 13 /.C? EXX 002124 OFFICE MEMO BROWN & ROOT, INC. FEBRUARY 22, 1974 TO THOSE CONCERNED: JOB NO. 27-5471 IS ASSIGNED TO COVER THE CONSTRUCTION OF OFFSITE PIPING AND PIPE SUPPORTS FOR EXXON COMPANY, U.S.A. IN BAYTOWN, TEXAS. JPL/nb JOB TITLE: EXXON COMPANY, U.S.A. - CONSTRUCT OFFSITE PIPING AND PIPE SUPPORTS IN BAYTOWN, TEXAS. (WORK TO BE PERFORMED BY THE L. J. DERRICK DEPARTMENT) EXX 0021as REQUEST FOR ASSIGNMENT OF JOB NUMb-R BROWN & ROOT, INC. AND ASSOCIATED COMPANIES TO FROM SUBJECT ACCOUNTING DEPARTMENT Industrial-Civil Division JOB NUMBER ASSIGNMENT - Brown & Root, Inc. tC OMP iNV | 1/7/74 >O*Tc Industrial-Civil (DEPARTMENT' SUB-DIVISION: Industrial Work c/o Baytown Office -Bobby Holt PLEASE ASSIGN A JOB NUMBER TO BE USED FOR RECORDING OF INCOME AND COSTS RELATING TO THE CON- TRACT DETAILED BELOW: OWNER Exxon Coupany, U. S. A. - Baytown, Texas PRIME CONTRACTOR: __________________________________________________________________________ CONTRACT DATE: __________ 1/7/74________________________________________________ DESCRIPTION OF WORK: Offsite Piping and Pipe Supports Baytown Fuels Expansion TYPE OF CONTRACT: UNIT PRICE ( ), LUMP SUM ( XX ), FORCE ACCOUNT ( ), COST PLUS FEE ( ) OTHER ( ), ---------------------------------------------------------------------------------------------------------------EXPLAIN) fc MATED COMPLETION DATE- June/July 1974 OR CONTINUOUS ' CONTRACT AMOUNT: S 330,215.00 ACTUAL ( XX ), ESTIMATED ( ). TERMS OF PAYMENT: PROGRESS BILLINGS - MONTHLY ( XX ), WEEKLY ( ), BIWEEKLY ( ). SEMIMONTHLY ( ), REVOLVING FUND ( ), OTHER ( ),- ______________________ PERCENT RETAINED: 10 OF Completed Amount OTHER ( ),: ____________________________________'E_X__P_L_A_IN_! TO BE COMPLETED ONLY FOR JOINT VENTURES: PARTNERS AND PARTICIPATION: SPONSOR _______________________________________________________________________ %. ACCOUNTING EXX 002126 Iff V PVHOf"' III'1 'r\ r-r\ , EXX 002127 io-pjo;. 'opr i rt i on; 1 ~9 1') .'/id 5S~91 ^ 1 Work Fov . v t s t i;C6-rend 19s?* >100 Wj7- s'm] 7 G-00-6062-C TH:S CON I RACT, cnSt-rc-'J into tlii; dove* 19 7^. by and between Exxon C'jiiijMny, U.S.A. (a illusion of Exxon Corporation). Hereinafter referied to as "Exxon," and BROUN t ROOT, INC. hereinafter referred to as "Con:r:ctor," WITNESSETH: That in consideration of the covenants and agreements set out heiein and the payments provided for herein Exxon and Contractor agree as follows: 1. Contractor agrees to begin immediately and press with due diligence until completion ir. a careful and workmanlike manner, with the necessary labor, supervision, tools, equipment, and materials, furnished and main:,.ir.?d lay Contractor at its own cost and expense except as hereinaftei provided, cert..m work briefly described as follows: Perform al1 work in accordance with the specifications and exhibits listed below, a copy of said specifications and exhibits and of each drawing and Baytown Engineering Standard referred to therein being attached hereto and made a part hereof. Design at ion Specifications TitleDa te Specifications for Offsite Facilities March 25, Associated with Hydrofining Unit 6 and Refinery Slop System, Exxon Company, U.S.A. (A Division of Exxon Corporation) Baytown, Texas 197^ Exhi bi t "A', Hydrofining Unit 6 and Slop System Offsite March 25, 197^ Contractor agrees to begin work immediately upon award of Contract, and will make every effort to complete the work within 200 working days, which completion date shall be March 1, 1975. 2. As consideration for the satisfactory performance and completion of this Contract by Contractor, Exxon agrees to pay Contractor the lump sum of ONE MILLION NINE HUNDRED TVENTY-THREE THOUSAND EIGHT AND N0/100 ($1,923,008.00) DOLLARS. Invoices will be paid 30 days after receipt of invoice. It is understood that the above lump-sum price is based on current quoted unit material costs and is subject to escalation based on actual costs at time of purchase. For calculating escalation, Contractor shall furnish Exxon copies of files showing unit costs used in estimating project and copies of purchase orders as they are placed for materials used on the project. The Contractor represents that to the best of his knowledge and belief he is in complete compliance with applicable regulations of the Cost of Living Council. Further, the Contractor warrants that the amounts invoiced under this Contract will not exceed the lower of (1) the Contract price or (2) the maximum levels established in accordance with applicable regulations of the Cost of Living Counci I. EXX 002128 ( 3. Contractor shall comply with all of the terms and conditions contained in Exxon's publication entitled "Contractors' Responsibilities for Safety, Plant Protection, and Traffic Regulations," dated May 1, 1973, said publication l>eing made a part of this contract by reference. Exxon will furnish copies of this publication to the Contractor The rules and regulations contained in the "Contractors' Responsibilities" shall apply to all subcontractors and their employees as well as to the prime contractor and its employees. Before starting work under this Contract, Contractor shall obtain from Exxon copies of these regulations. Contractor shall notify its employees, its subcontractors, and the employees of its subcontractors of the provisions of said regulations and shall secure compliance therewith by all such parties; and Contractor shall not allow any of such persons to begin work inside Exxon's Baytown Refinery until such notification has been given them. Said "Contractors' Responsibilities" are designed as minimum requirements for Contractor, and Contractor shall take any additional precaution necessary or proper under the circumstances to prevent injury or death to persons or damage to property. Neither compliance with such regulations by Contractor nor Exxon's approval of any actions or procedures of Contractor as provided therein shall relieve Contractor of its obligation always to use due care in performing work hereunder. 4. Although Contractor shall provide its own representative or representatives to supervise and inspect all materials and workmanship entering into this job, Exxon reserves the right to have an inspector on the |ob Any material which Exxon considers unsatisfactory shall be removed and replaced at Contractor's expense. Neither inspection, waiving of inspection, nor acceptance by Exxon shall relieve Contractor of its obligation to furnish all materials and workmanship in accordance with specifications. ' 5. It is understood and agreed that all work performed by Contractor hereunder shall meet with the approval of Exxon's engineers or inspectors but that the detailed manner and method of doing same shall be under the control of Contractor, Exxon being interested only in the result obtained, and that Contractor is an independent contractor as to all work performed hereunder. In this connection, Contractor and Exxon agree as follows: A. Contractor agrees to indemnify and hold Exxon harmless from all claims, actions, demands, loss and causes of actions arising: 111 From injury, including death, to its employees and those of its subcontractors, except such as may result solely from the negligence or willful acts of Exxon or its employees. (21 From (a) injuries to or deaths of persons, including employees and representatives of Exxon, which result in whole or in part from the willful acts or negligence of Contractor, its employees, agents, or subcontractors, or (b) damage to property of Exxon and all other persons, which results in whole or in part from the negligence or willful acts of Contractor, its employees, agents, or subcontractors, except that Contractor shall not be responsible for damage to Exxon's property resulting from fire or explosion. (3) From damage to property or injury to or death of persons which result in whole or in part from willful acts or the negligence of Contractor, its employees, agents or subcontractors, in connection with the handling and use of utilities furnished by Exxon except that Contractor shall not be responsible or liable for such damage to Exxon's property resulting from fire or explosion. B. In addition. Contractor agrees to carry insurance as follows: 111 Workmen's Compensation Insurance in compliance with the Texas Employers' Liability Act and all amendments thereto. 2 EXX 002129 542-0O60A-2 r (2) Comprehensive General Liability Insurance (including Contractors' Protective Liability when subcontractors are used), covering (a) Bodily injury liability with a limit of not less than $ 100,000 for one Pr*on injured or killed and, subject to such limit, $ \ 00 ,000 for mre than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than $ 100,000 accident, and $ 100,000 aggregate. for each (3) Automobile Liability Insurance on owned, nonowned and hired automotive equipment covering (a) Bodily injury liability with a limit of not less than $100,000 for one person injured or killed and, subject to such limit, S300,000 for more than one person injured or killed in any one accident, and (b) Property damage liability with limits of not less than $50,000 for each accident. C. Prior to commencing work hereunder, Contractor shall produce evidence in a form satisfactory to Exxon that all insurance required under this Contract is in force and carried with companies acceptable to Exxon and that such insurance will not be materially altered or canceled while the work covered hereby is in progress without a reasonable prior written notice to Exxon. Upon request of Exxon, Contractor shall furnish certified copies of all such insurance policies. Should Contractor at any time neglect, or refuse to provide, or should it cancel the insurance required herein, Exxon shall have the right to procure same and deduct the cost thereof from the consideration to be paid Contractor hereunder. 6. Contractor agrees to pay off and satisfy all claims for labor and material employed or used in anywise by it in connection with the work performed hereunder, and to permit no liens of any kind to be fixed upon or against the property of Exxon by Contractor's laborers, mechanics or materialmen, and agrees to indemnify, protect and save Exxon harmless from and against all such claims and liens. 7. Contractor agrees that if, in the opinion of Exxon, Contractor should fail at any time during the performance hereof, to provide the necessary labor, supervision, tools, equipment or materials for the prompt performance of the work herein contractor for, or should breach this Contract in whole or in part or fail to use due diligence in the performance thereof, or should not be performing this Contract in the manner herein provided, Exxon may, at its election, take over and perform or obtain another contractor to take over and perform all or any pert of the work then remaining unperformed. In the event Exxon should exercise such right, it shall have the right to use all or any part of Contractor's tools or equipment then in use on the job but shall pay Contractor a reasonable rental for the use of such tools and equipment during the period use by Exxon and shall return same to Contractor upon the completion of the job in as good condition as when taken over by Exxon, ordinary wear and tear excepted. Should Exxon take over the completion of said job, or obtain another contractor to do so Exxon shall pay Contractor for the work then completed, subject to the later provisions hereof, unless the compensation for the completed work cannot be readily determined, in which latter event Exxon shall pay Contractor the full contract price less all costs and expenses incurred by it in the completion of the work. 8. Contractor agrees that upon the completion by it and acceptance by Exxon of the work herein contracted for it will furnish Exxon with proof satisfactory to the latter that all claims for labor and material have been satisfied and paid and that there are no unsatisfied claims for injuries to persons or property, and thereupon the amount due as herein provided shall be paid by Exxon to Contractor within 30 calendar days after receipt of final invoice, subject, however, to the right in Exxon to withhold payments in accordance with the provisions of Article 5469, Texas Revised Civil Statutes of 1925, and all amendments thereto or other provisions of law applicable. It is 3 EXX 002130 542-0060A-3 ( agreed that upon request of Contractor and upon showing to the satisfaction of Exxon that all claims for labor and material and for damages to persons and property, as above provided, have been satisfied, Exxon, in the event it considers it safe to do so, will advance at approximately fifteen (151 day intervals up to ninety percent (90%) of the value of the work then completed, based upon estimates by Exxon's engineers or inspectors, in which event the balance will be paid upon completion and acceptance of the work and compliance with the terms and provisions hereof. Payment pursuant to the terms of this paragraph shall not preclude the right of Exxon from thereafter disputing any of the items involved. Contractor agrees that in the event any lien or liens are fixed or attempted to be fixed, secured or claimed against Exxon or Exxon's property by any person or firm, lumber dealer or corporation, artisan, laborer, mechanic or subcontractor who furnished services or materials in connection with the performance of this Contract, Contractor will, within ten (10) days following notification by Exxon that such lien or liens have been fixed or attempted to be fixed, secured or claimed, furnish Exxon a bond in an amount equal to twice the value of the lien or liens. Such bond shall be executed by a corporate surety authorized to do business under the laws of the State of Texas and shall comply in all respects with the requirements of Article 5472c, Vernon's Annotated Texas Statutes. Contractor further agrees to file such bond with the County Clerk of Harris County, Texas, and to take all steps necessary to assure that prompt notice of such filing is given to the obligees named therein. Contractor further agrees that the giving of such bond shall be in addition to any other rights of Exxon or obligations of Contractor under this Contract and shall in no way be construed as abrogating or qualifying such rights and obligations. 9. In the event there is a conflict between any of the provisions hereof and any of the proposals, general conditions, specifications, or any documents, agreements, or papers of any kind which have been incorporated herein by other provisions hereof, it is understood and agreed that the provisions hereof shall be controlling. The making, execution and delivery of this Contract by the parties hereto have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Contract embodies the entire understanding of the parties hereto and there are no further or other agreements or understandings, written or oral, except as mentioned herein. 10. In performing its obligations hereunder. Contractor shall comply with all applicable federal, state, and municipal laws, and all applicable orders, rules and regulations of constituted authority. 11. If Contractor fails or refuses to pay any taxes or governmental charges, state or federal, relating to the employees of Contractor, and Exxon may be required or deems it necessary to pay such taxes or charges, Contractor agrees to furnish Exxon with information required to enable it to make the necessary reports and to pay such taxes or charges. Contractor agrees to reimburse Exxon on demand at Houston, Texas, for all such taxes or governmental charges, state or federal, which Contractor fails or refuses to pay and which Exxon may be required or deems it necessary to pay. In addition, Exxon, at its election, is authorized to deduct all sums so paid for taxes and governmental charges from any payment due Contractor hereunder. 12. In connection with the work provided for hereunder. Contractor (1) guarantees and warrants all material and equipment fabricated by it against defects and agrees to replace, without cost to Exxon, any such material or equipment which may become defective within one (1) year from Exxon's acceptance of the work except when such defects are the result of corrosion, erosion, normal wear and tear; (2) guarantees its field workmanship and agrees without cost or charge to Exxon to replace or repair any defects in the work covered by this Contract resulting from its field workmanship if such defects are reported to Contractor within one year from date of Exxon's acceptance of the work; (3) will to the extent reasonably possible secure from the vendors of materials and equipment guarantees substantially the same as the guarantees of Contractor set out in (1) and (2) above. 13. In the event Exxon loans or furnishes tools or equipment to Contractor in connection with its work covered hereunder. Contractor agrees: 4 EXX 02l31 542-0060 4 ( A. To make its own determination before commencing work that such tools and equipment are adequate for the safe performance of the work by Contractor; B. That such tools or equipment will be loaned or furnished and accepted by Contractor without warranty or representation by Exxon as to their condition. C. To return such tools or equipment to Exxon at the conclusion of such use in as good condition as when received, ordinary wear and tear excepted; and; D. To indemnify and hold Exxon harmless from all claims, demands, causes of action, damages and injuries resulting from Contractor's use of said tools or equipment. For the purpose of this paragraph 13, tools and equipment shall be defined to include scaffolds, lights, and all other types of apparatus, facilities or services which Exxon may loan or furnish. In addition, all of the provisions of this paragraph shall be applicable to any lighting or illumination loaned or furnished to Contractor by Exxon. 14. Exxon may from time to time, by written instructions or drawings issued to Contractor, require additional work and services directly in connection with or incidental to the work covered by this Contract, and Exxon may by such instructions or drawings, require Contractor to alter, change, accelerate, or omit anf work covered by this Contract. In the event Exxon desires any such additions, changes, alterations, accelerations or omissions which will materially increase or decrease the total contract price referred to in paragraph 2 above. Contractor shall submit to Exxon an estimate of such increase or decrease. Should Exxon desire to proceed in accordance with such estimate, Exxon shall issue to Contractor a Contract Change Order describing the work to be added or deleted and the corresponding price addition or deduction therefor. If Contractor has not obtained a Contract Change Order, signed by Exxon's appointed representative, no claim for additional compensation will be allowed. The provisions of this Contract except as may be otherwise provided shall apply to all such additions, changes or alterations as if they were embodied in the original drawings and specifications. 15. Contractor shall procure Exxon's prior written approval as to any subcontract covering any portion of the work provided for hereunder. No such approval shall relieve Contractor from any of the obligations of this Contract, and, as between the parties hereto. Contractor shall be and remain liable as if no such subcontract had been made. No subcontract shall bind or purport to bind Exxon but shall contain a provision permitting assignment thereof by Contractor to Exxon. 16. Contractor agrees to hold in confidence any and all technical information disclosed to Contractor by Exxon, including technical information included in or on tracings, drawings, field notes, calculations, specifications, and engineering data, except: A. domain; Technical information which at the time of disclosure by Exxon to Contractor is in the public B. Technical information which, after disclosure by Exxon to Contractor, becomes part of the public domain by publication or otherwise; and C. Technical information which Contractor can show was in Contractor's possession at the time of Exxon's disclosure to Contractor and was not acquired, directly or indirectly, from Exxon. Contractor agrees that Contractor will not, without the written permission of Exxon, use the technical information which Contractor is required to keep confidential under this Contract for any purpose other than the accomplishment of work under this Contract. 5 EXX 0Q2132 542-00605 < 17. If Contractor or Contractor's personnel make any inventions based upon technical information which Contractor is required to keep confidential under this Contract, Contractor shall promptly disclose said inventions to Exxon. Contractor agrees to grant and hereby grants to Exxon an irrevocable, nonexclusive, royalty-free license and the irrevocable right to grant nonexclusive licenses, without accounting therefor to Contractor, to use said inventions under Contractor's Patent Rights. The licensing right herein granted by Contractor to Exxon is assignable by Exxon to any of its Affiliates. For the purpose of this Contract only, the term "Contractor's Patent Rights" shall mean patents and patent applications based on inventions made by Contractor or Contractor's personnel which inventions are based upon information which Contractor is required to keep confidential under this Contract and which are conceived during the life of this Contract and two (2) years thereafter. The term "Affiliate." as used in this paragraph, shall mean and include any company of which Exxon Corporation now or hereafter owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. For the purpose of this definition, the stock owned or controlled by Exxon Corporation shall be deemed to include all stock owned or controlled, directly or indirectly, by any other company of which Exxon Corporation owns or controls, directly or indirectly, fifty percent (50%) or more of the stock having the right to vote for directors thereof. 18. It is expressly understood by Contractor that Exxon accepts no obligation of confidence with respect to any information disclosed to Exxon by Contractor under this Contract unless specifically covered by a separate, written confidentiality agreement. In the absence of such separate confidentiality agreement. Contractor agrees that it will not place any restrictive notices on the tracings, drawings, field notes, specifications, ind any other documents embodying engineering or professional data developed by Contractor for Exxon pursuant to this Contract and that Exxon is hereby authorized to nullify, obliterate, or otherwise remove any such restrictive clauses; and that Exxon shall be free to use or disclose any or all of the information contained therein to third parties without accounting to Contractor therefor. 19. It is understood and agreed that Exxon may, upon written notice to Contractor, terminate the work provided for hereunder. In the event of such termination. Contractor shall be reimbursed for actual costs incurred to the date of such notice of termination in connection with the execution of the described work, and for actual costs thereafter incurred by Contractor in connection with such termination, plus applicable overhead and a reasonable profit based on such costs. However, in no event shall such reimbursement include prospective profits for work unperformed. 20. Contractor's obligations under paragraphs 16 and 17 of this Contract shall survive any termination of this Contract. 21. It is agreed as a condition of the Contract as follows; A. That in the performance of this Contract, Contractor shall not engage in any conduct or practice which violates any applicable law, order or regulation prohibiting discrimination against any person by reason of race, color, religion, national origin, sex or age. B. This Contract is nm is not I I subject to the Equal Opportunity Supplement entered into between the parties pursuant to Executive Order 11246. This Supplement is: on file in this office I I attached hereto. Please sign and return to this office. 6 EXX 002133 4J.000. ( IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals as of the day and year first above written. Brown t Root. Inc. (E. W. Bradley) 7 EXX 002134 CONTRACTOR'S ACKNOWLEDGMENT STATE OF TEXAS I COUNTY OF HARRIS I Before me, the undersigned authority, on this day personally appeared / _______________________ known to me to be thp person whose name is subscribed to the foregoing instrument as ' a (?''(..y /.ct /A`c < /c/r ~ / of _ Brown t Root. Inc., and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated, and as the act and deed of said Brown % Root, Inc.. Given under my hand and seal of office, this the day of A. 0., 19 7< ______ _____________________ Notary Public fn and for Harris County, Texas EXX 002135 542 0060-7 ( ACKNOWLEDGEMENT STATE >F- I COUNTY OF HARRIS I Before me, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated and as the act and deed of said Exxon Company, U.S.A. (a division of Exxon Corporation). Given under my hand and seal of office, this the _____ day of _________________________ a.d.. 97V. r-t,__ %f, Notary Public in and for Harris County, Texas E0:TM E. FRICK Notary Public ir - :or Harris County, TexH My Commission Expires Junt 1,1871 exx "3136 r OFFICE MEMO BROWN & ROOT, INC. JUNE 10, 1974 TO THOSE CONCERNED: JOB NO. 27-5487 IS ASSIGNED TO COVER THE INSTALLATION OP THE HYDROFINING UNIT NO. 6 FOR EXXON COMPANY, U. S. A. AT BAYTOWN, TEXAS. JPL/la JOB TITLE: EXXON COMPANY, U. S. A. - INSTALL THE HYDROFINING UNIT NO. 6 AT BAYTOWN, TEXAS. (WORK TO BE PERFORMED BY THE L. J. DERRICK DEPARTMENT) EXX 002137 REQTUEST FOR ASSIGNMENT OF JOB NUMBeR BROWN & ROOT, INC. AND ASSOCIATED COMPANIES y y, qCj ^6 ' T~ ACCOUNTING DEPARTMENT M. Industrial-Civil Division SUBJECT: JOB NUMBER ASSIGNMENT - Browr. & Root, Inc. <C OMP ANY) May 22, 1974 I O A T Ei Industrial-Civil OCPAft TMCNTI SUB-DIVISION: Industrial Work c/o Bobby Halt. Baytown Office PLEASE ASSIGN A JOB NUMBER TO BE USED FOR RECORDING OF IN COME AND COSTS RELATING TO THE CON- TRACT DETAILED BELOW: OWNER Exxon Company, U. S. A., Baytown, Texas PRIME CONTRACTOR: Browr. L Root, Inc. CONTRACT DATE _ Unknown at Present DESCRIPTION OF WORK: Install Hydrofining Unit 6 - Offsites - At owners Baytown, Texas Refinery___________________________________________________________________ TYPE OF CONTRACT: UNIT PRICE ( LUMP SUM ( II), FORCE ACCOUNT ( ), COST PLUS FEE ( OTHER ( ), lEXPLAlNl Estimated completion date:________ M__a__rc__h__1_9_7__5___________________________________ 0R C0NT|NU0US, ^uNTRACT AMOUNT: $ I I S~- S~, ,xf TERMS OF PAYMENT: PROGRESS BILLINGS-MONTHLY ( XX ), ACTUAL ( n ), ESTIMATED ( ). WEEKLY ( ), BIWEEKLY ( ). SEMIMONTHLY ( ), REVOLVING FUND ( ), OTHER { ( E XPLAINl PERCENT RETAINED: 10 OTHER ( % OF Completed Amount & Billed ___________________________________________ (EXPLAIN) TO BE COMPLETED ONLY FOR JOINT VENTURES: PARTNERS AND PARTICIPATION: SPONSOR:_______________________________________ ATTACH FINANCING CURVE OR CASH FORECAST: . NUMBER ASSIGNED: 27-5ZB7 CC ORIGINAL - ACCOUNTING DUPLICATE - RETAINED TRIPLICATE - TREASURV/CREOlT ** j AOUPL 1C A T E PURCHASING %. %. (SIGNATURE OP EMPLOYEE REQUESTING JOB NUMBER Mathews FOl ACCOUNTING EXX 002138 - 'S Sir EXX 002139 OFFICE MEMO BROWN & ROOT, INC. JUNE 10, 1974 TO THOSE CONCERNED: JOB NO. 27-5491 IS ASSIGNED TO COVER THE CONSTRUCTION OF SITE WORK, FIREWALLS AND ROADS FOR EXXON COMPANY, U.S.A. AT THE HYDROFINING UNIT NO. 6 IN BAYTOWN, TEXAS. P / LAMAR JPL/la JOB TITLE: EXXON COMPANY, U.S.A. - CONSTRUCTION OF SITE WORK, FIREWALLS.AND ROADS AT THE HYDROFINING UNIT NO. 6 IN BAYTOWN, TEXAS. (WORK TO BE PERFORMED BY THE L. J. DERRICK DEPARTMENT) EXX 0021419 REQUEST FOR ASSIGNMENT OF JOB NUMBt.. BROWN & ROOT, INC. AND ASSOCIATED COMPANIES TO FfKRUOMM.. SUBJECT ACCOUNTING DEPARTMENT Ini.Ad*uUsbturi-aClU-C-oivlVil:i DUiTl'Tdr1.s3i1cCnR JOB NUMBER ASSIGNMENT - ________ Tv,,, k aot>. Inc .COMPANY! Kay 30, 1974 lOATEl Industrial-Civil (DEPARTMENT! SUB-DIVISION: Civil Work c/o raving Department PLEASE ASSIGN A JOB NUMBER TO BE USED FOR RECORDING OF INCOME AND COSTS RELATING TO THE CON- TRACT DETAILED BELOW: OWNER Cxxor. Company, U. 3. A., Baytown, Texas PRIME CONTRACTOR. CONTRACT DATE: __ DESCRIPTION OF WORK Site fork, Firewalls and Roads reference Owner's ifolrofining lTnit Do. 6 (Offsites) Project (B&R Job l'o. 27-5437), Baytown, Texas Refinery. TYPE OF CONTRACT: UNIT PRICE ( OTHER ( ), ), LUMP SUM { XX), FORCE ACCOUNT ( ), COST PLUS FEE i E,, ,,ATED COMPLETION DATE June 1975 contract AMOUNT- S 397,794.00 ____________________ OR CONTINUOUS ( ACTUAL ( XX ), ESTIMATED ( 1. TERMS OF PAYMENT: PROGRESS BILLINGS - MONTHLY ( XX ), WEEKLY. ), BIWEEKLY! ). SEMIMONTHLY ( ), REVOLVING FUND ( ), OTHER ( pavi-g Dept to Cross Charge BR Baytown Office for this work. ),. ___ E X PL A NI PERCENT RETAINED: OTHER ( one jj of (EXPLAIN) TO BE COMPLETED ONLY FOR JOINT VENTURES: PARTNERS AND PARTICIPATION: SPONSOR _______________________________________ ) A CH FINANCING CURVE OR CASH FORECAST JOB NUMBER ASSIGNED- 27-5491 CC ORlC NAL - ACCOUNTING Oiei-iC*TE - RETAINED TP'>'CAT - TREASUR (/CREOiT o-A CPU Pl'C A T E PURCHASING .SiGNATUtRaEn*O.P1. $1 r&%3 ACCOUNTING r OflM A -ft EXX 002141 Brown Gf Root.Inc. Post Office Box Three, Houston, Texas 77001 August 30, 1974 Dashiel Corporation 6161 Washington Avenue Houston, Texas 77007 Attention: Mr. V. H. Howard He: Subcontract No. 34-1202-0281 Testing Services Exxon Company, D.S.A. Baytown, Texas Gentlemen: We enclose herewith one fully executed copy of Subcontract NO. 34-1202-0281 dated May 22, 1974, for your permanent file. Yours very truly BROWN & HOOT, INC ,1 JMF/RU/bc Enclosure j. M. Frank! Subcontracts Manager bcc: Messrs. J. P. Lamar (w/originalf D. H. Dodd (2 w/2 copis s) A. M. Billingsley (w/attachment) Garland Armon Bill Willis EXX 012533 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number MP/bc Subcontract No. 34-1202 34-1202-0281 THIS AGREEMENT, made this 22ndday ofMay, IQ 74 by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", anH Dashiel Corporation 6161 Washington Ave.,Telephone: (713) 869-4878_________ ____________________ (Name. Street Address and Telephone Number) a---------- >cA 1__________________________________________ with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship* ________ _____________________________ Houston( state nf Texas 77007 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with, _______ Exxon Company, U.S.A.J_, hereinafter (Name of Owner* called the "Owner", for the construction nf fuels expansion project (Nature of construction under General Contract) atBavtown. Texas (City) (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing all labor, equipment, tools, supervision and other things necessary to perform testing operations on electrical systems, and the calibration and setting of relays and high potting cables according to Owner's Specification No's. BTAD 16-131 and BP16-13-1 which are attached hereto, and as further specified herein. -- Continued on Page 2 -- EXX 012584 Page 2 of 9 Subcontract No34-1202*0281 2. The price for the Sublet Work shall be: A total i1imp sum which is not to exceed TWELVE THOUSAND AND NO/100 DOLLARS ($12,000.00) excluding all applicable sales/use taxes. The above maximum price and any other authorized work shall be based on firm unit rates as specified in Special Condition No. 5(a) herein. / 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than as specified by General Contractor's Project Manager 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived----------- XXX-------------; Required---------------------------------- 5. Other special provisions of this subcontract are: (a) Firm Unit Prices for Sublet Work Shall Be As Follows: 1. Normal eight (8) hour day, Monday thru Friday, with a four (4) hour minimum. .$25.00/Hr. 2. Overtime shall be based for hours worked after 40 hours, or over 8 hours per day *..................................................................................................................................................................................... $37.50/Hr. Above rates specified in Items 1 and 2 include test truck, test equipment, high voltage test equipment, relay test equipment, precision instruments, and written reports, but shall not include double test equipment or oil trailer. Subcontractor classes this Baytown project as being within his metropolitian area and no travel time shall be charged. 3. Double test equipment..........................................................................................................................................................$30.00/Day 4. Oil trailer with vacuum pump, oil filter and oil storage bladder ................................. $35.00/Day 5. Set of three (3) oil filters.................................................................................................................................... $35.00/Set 6. Laboratory oil testing, including collection in metrolpolitan area: (A.) One (10 to nine (9) samples...................................................................................................................... $25.00/Each (B.) Ten (10) or more samples ...............................................................................................................................$20.00/Each 7. Above unit prices include Subcontractor furnishing General Contractor with written reports at no additional on Page 3 _ EXX 012585 1.5(a) (cont'd.) Page 3 of 9 Subcontract No. 34-1202-0281 Above unit prices are firm for the duration of project and are not subject to escalation. (b) Subcontractor shall furnish sufficient labor and equipment on the jobsite when ordered in advance by General Contractor's Job Superintendent and Subcontractor shall assume full respon sibility that materials and equipment furnished meet the required conditions of the job. (c) General Contractor's or Owner's representative shall have access to the work at all times. (d) i Payment will be made only for those units entered daily on a written report acceptable to both General Contractor and Subcontractor and signed by authorized representatives of Sub contractor and General Contractor. (e) xxon Chemica}., Exxon or ERSE "Contractor's Responsibilities for Safety, Plant Protection and traffic Regulations" for contractors, Subcontractors and suppliers at Baytown Refinery, Baytown Chemical Plants and Baytown Facilities Exxon Research and Engineering Co. dated May 1, 1973 hereby becomes a part of this Subcontract. (f) Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. (g) All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner. (h) Subcontractor shall contact the General Contractor's Project Manager to schedule and coordi nate this Subcontract. (i) ,TVo copies of the General Contractor's "Affidavit for Subcontractors" (Form P-7) are attached, icontractor shall execute and return one copy with his final or retainage invoice. -- Continued on Page__ -- EXX 012586 Page 3- A of 9 Subcontract No 34-1202-0291 (3) Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Certificate of Insuraance. i / -- Continued on Page_A EXX 012567 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General'Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure. General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012586 Form BR1X-61 3 72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con tractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (1) year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor, General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontr ctor, notwithstanding the p visions of Paragraph 8, assumes all risks of loss or damage to/Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. It( the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes of action, damages or injuries resulting from or alleged to result from .the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces, General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there from, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012589 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this SuDcontract, unless written notice has been given 6f a new address. / 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor. Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory S100.000 per person 'accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury .......................................................................................................... Property Damage .................................................................................................. $100,000 per person S300.000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury ....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage ........................................................................................................................... $100,000 per occurrence -- Continued on Page 7 -- EXX 012590 d. If Marine vessels are involved: Hull Insurance...................................... Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owirfg from General Contractor only such sums as result from the application of the unit prices, if any. described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. ' 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such bonds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act. and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012591 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the satisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event. General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work. Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or, if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before suth work is done or such changes are made. # 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act, Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been included the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such terns shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012592 Form BR1X-61 3/72 Page 9 of 9 Subcontract No. 34-1202-0281 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012593 3*4 - IZ.o'L-* Brown c^Root Inc. Post Office Box Three. Houston, Texas 77001 September 17, 1974 Atlantic, Golf 6 Pacific Company 2801 So. Post Oak Rd., Suite 394 Houston, Texas 77027 Re: Subcontract No. 34-1202-0380 Dredging Work Exxon Company, O.S.A. Baytown, Texas Gentleman: f We enclose herewith one fully executed copy of Subcontract No. 34-1202-0380 dated September 10, 1974, for your permanent file. Yours very truly, brqwi: a ROOT, INC. J. M. Franki Subcontracts Manager JMF/GX/bc Enclosure bcc: Messr. W. B. Stuessy 4'' (w/original) ^ D. H. Dodd (2 w/2 copies) J. E. Woodward A. M. Billingsley -31 Ex* 012568 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number, 34-1202 RU/bc Subcontract No-----------34-1202-0380 THIS AGREEMENT, made this 10thday ofSeptember___________________________________________________ 19 74_ by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and___ Alantic, Gulf S Pacific Company------- 2801 So. Post Oak Rd. , Suite 394Telephone; (713) 621-2890 (Name. Street Address and Telephone Number) aWest Virginia Corporation_____________________________________________________ with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship) __ Houston , State of Texas 77027 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with----------------------------------!---------------------- Exxon Company. u.S.A. (Name of Owner' i _____________________________________________ ___________________________ called the "Owner", for the construction of__ refinery facilities expansion-------------------------------------------- (Nature of construction under General Contract) atRaytown_____________________________________________________________ Texas------------------------------------------------------- (City) (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing all equipment, labor and materials required to perforin all the work necessary for the dredging excavation of a new channel and basin area in the north side of Mitchell Bay, Harris County, Texas, transportation and disposal of dredged material to Alexander Island, Harris County, Texas, dikes devised for dewatering dredged materials, all in accordance with the specifications herein and as shown on the Contract Drawings: C-603-01, C-603-02, and C-603-03 - "Access Channel to Houston Ship Channel.: C-603-04and C-603-05 - "Additional Channel dredging for dock extension." All work to be performed in this Subcontract shall be in accordance with the General Contractor's Technical Specifications and Drawings submitted to Subcontractor by General Contractor's Request for Proposal No. JEW-33-74, dated May 8, 1974 and all attachments thereto, and as may be otherwise required herein. -- Continued on Page 2 -- EXX 0125&9 Page 2 of 9 Subcontract Nn. 34-1202-0380 2. The price for the Sublet Work shall be: for tjle prices stated in the Pricing Schedule attached and entitled Attachment "A" which is made a part hereof as though it were written herein. Pricing as it appears in Attachment "A" will become applicable to work under this Subcon tract or to the separate Subcontract for Maintenance dredging at existing Owner docks, as and when required for the instances stated therein, such as to perform more work or less work at General Contractor's option. The unit prices for maintenance dredging at exist ing Owner docks are to apply to the separate contract which is to be performed in conjunc tion with the construction dock dredging. It is agreed that the quantity of Maintenance dredging may be altered by Owner but will be performed at the prices stated in Attachment "A". All applicable State and Local Sales and Use Taxes are included in the prices stated here in. 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than within 30 days after notice to commence operations, as scheduled by the General rnntrartnr'c Prnjprt Managpr._______________________________________ 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived-------------- x--X--X'> Required 5. Other special provisions of this subcontract are: jtk A copy of Special Provisions (1 page) as revised May 1, 1974, is attached hereto and become a part of this Subcontract as though they were printed herein. 6. Owner's Audit Rights - Owner's duly authorized representatives shall have access, at all reasonable times, to all Subcontractor's personnel, job descriptions, employment and qualification records, books, records, correspondence, instructions, plans, drawings, receipts, vouchers, data stored in computers and memoranda of every description pertain ing to work under this Subcontract for the purpose of auditing and verifying Cost of Work or for any other reasonable purpose. Owner's representatives shall have the right to re produce any of the aforesaid documents. Subcontractor shall preserve, and shall cause its lower-tier subcontractors to preserve, all the aforesaid documents for a period of two years after completion and acceptance or termination of Work. -- Continued on Page 3 -- EXX 012570 Page 3 of 9 Subcontract Nn. 34-1202-0380 7. Subcontractor shall furnish the following equipment: (a) The steam powered hydraulic dredge "Baltimore" will be used for the dredging. (b) Dredge "Baltimore" contains a 27" discharge with 4800 H.P. on Main Pump, 800 H.P. on Cutter. 8. Employee Parking - With further reference to Special Condition #7, it is agreed that the area to be assigned for Subcontractor's employee parking will be in the vicinity of the South Entrance Gate to the Refinery; and that Subcontractor will be responsible for transporting personnel from the parking area to the work site by means of Subcontractor owned vehicles. 9. Modifications to Section II, "General Conditions", of this Subcontract - The following modifications of each of the General Conditions as referenced are hereby agreed to: (a) It is the General Contractor's intent that final payment will be made to the Subcontractor under General Condition 3, promptly after 31 days follow ing final satisfactory acceptance of all work required herein. (b) in conjunction with General Condition 4, the stand-by rate as defined herein shall be applicable to delays caused as a direct result of Gerieral Contractor or Owner. The stand-by time charges will not apply to mechanical breakdowns of Subcontractor's equipment or by violations of regulations, either Exxon or governmental. 10. Prosecution of the Dredging Operations: General: (a) It is agreed that the effective time of Subcntractor's mobilization and move-in of dredge equipment, work forces to commence work shall be no later than four (4) weeks after notification of award of this Subcontract. (b) All dredging shall be conducted to the lines and grades shown on the Contract Drawings. No underdredging will be accepted. An overdredge allowance of 2'0" will be allowed. The Subcontractor performing the dredging work included in this section shall provide and maintain adequate ranges, targets, buoys or other means of orientation for the work. Elevation datum and triangulation points of basic reference for location of the work lines shall be provided by the General Contractor's Engineer. (c) Subcontractor shall take all precautions not to damage the existing dock structure by dredging operations. Any damage to the existing structure resulting from such operations shall be to the Subcontractor's account. (d) Subcontractor shall take all precautions necessary to maintain the existing outlines of the Houston Ship Channel and slips at the Owner's dock facility; maintenance dredging to restore existing dredging disturbed as a result of this work will be to Subcontractor's account. -- Continued on Page__ 3A-- EXX 012571 Page 3-^A__of 9 Subcontract Mn 34-1202-0380 (e) Subcontractor shall assume full responsibility for the proper performance of the dredging operations and shall conform to the directions of the engineers of the Harris County Houston Ship Channel Navigation District in all matters relating to the deposit of the spoil material on Alexander Island. Subcontractor will be responsible for the proper use, construction, and maintenance of levees, dikes, and drains necessary in connection with this work. Subcontractor agrees to indemnify and hold harmless the General Contractor and Owner from any and all claims, demands, and causes of action of any nature arising out of operations conducted by Subcontractor, its agents, or employees in connection with the deposit of spoil on Alexander Island. (f) Subcontractor shall furnish complete operating manpower for dredging, for the maintenance of the dikes and spillways on Alexander Island, and the -personnel to monitor and maintain the dredge discharge pipeline. (g) Subcontractor shall prosecute the work in an orderly manner to completion. Principles of fire and accident prevention shall be employed in the work at all times. Adequate lights, markers, or other warning devices as(required by the existing official regulations must be displayed. (h) Subcontractor shall comply with all applicable safety requirements of the State of Texas, OSHA, Owner and the General Contractor. Shipping: Subcontractor shall conduct the work in such a manner as to obstruct navigation as little as possible. Should the Subcontractor plant make difficult or endanger the passage of vessels, said plant shall be promptly moved upon the approach of vessels. Character of Materials: (a) The materials to be excavated are described by the locations and logs of recent borings shown on the Contract Drawings. Subcontractor shall be responsible for verifying such information or conducting further investigations to satisfy him self of existing conditions. (b) Materials such as scrap, rope, wire cable, timber, buoy anchors, and other debris shall be removed by the Subcontractor who shall also remove any debris due to his own operations. Disposal of Excavated Material: The material excavated shall be transported via a submerged discharge line across the Houston Ship Channel and depositied in the desig nated disposal areas on Alexander Island at such locations as designated by Port of Houston Authority representative. All confining dikes shall be constructed to pro vide necessary stability. Subcontractor shall provide and maintain spillways and weirs to properly handle effluent as necessary. Subcontractor shall provide the necessary effluent line arrangement to allow the material to be depositied in the disposal areas. Subcontractor shall provide General Contractors' Project Manager a drawing showing the layout of discharge pipe arrangement, together with proper approvals by Port of Houston Authority Officials. Quantity Measurement: (a) All sounding operations pertaining to this Subcontract, shall be the responsi bility of the Subcontractor and shall be made using a Lead line technique. -- Continued on Page-gg--- EXX 012572 Page 3-__ _of 9 Subcontiact No. 34-1 ?n?-mon (b) Twenty-four (24) hours notice shall be given to the General Contractor before any soundings are taken, to allow witness of the work. (c) Prior to the beginning of excavation, the dredge area shall be sounded using a grid system of 10 foot intervals on 50 foot stations for the construction dock dredgings. (d) Upon completion of the work, soundings shall again be performed using the same methods as the initial measurement. The Subcontractor shall prepare before and after dredge cross-sections, make volume computations and submit same to the General Contractor for review and approval for payment. Communication: Subcontractor shall provide two-way radio communication between dredge control room and Owner's Dock coordinator office. Reports: (a) Subcontractor shall furnish three (3) copies of a daily "Simplified Dredger's Form" showing the Cubic Yards of Material removed. The form for, providing the daily dredge report must contain the General Contractor's designated field rep resentative's signature for each daily report. ' (b) Additionally, prior to the third day of each month a report must be submitted by the Subcontractor denoting the amount of material dredged during the preceding month. This report is to be sent as follows: 3 copies 1 copy Mr. J. E. Woodward, Project Manager Brown & Root, Inc. P. 0. Box 4321 Baytown, Texas 77520 Mr. J. M. Johnson, Enviromental Eng. Sec. Supervisor Exxon Company, U.S.A. Baytown, Texas 77520 Permits: Dredging (a) Application for dredging permits has been made to all governmental agencies having jurisdiction over this operation. The Owner will furnish to the Subcontractor the necessary dredging permits. (b) Subcontractor shall notify the District Office, Corps of Engineers, of the intent to dredge five (5) days prior to start of work. Submerged Discharge Line (a) Application for and acquisition of the permits necessary to install and license to use the submerged discharge line across the Houston Ship Channel to Alexander Island will be the responsibility of the Subcontractor. (b) It is understood that said application will be made promptly and under no circumstances shall its acquisition delay work. -- Continued on Page_3C_-- EXX 012573 Subcontract No_____ ?<l-i ?n?-n Tftfi Payment: Payment will be made in the following manner: (a) 90% of lump sum price quoted for mobilizations and move in when complete. (b) 90% of lump sum price quoted for laying and maintaining submerged discharge line when dredging begins on a unit price basis. (c) 90% of unit price quoted per cubic yard when an area is complete and sounding can be made. (d) 90% of stand-by time when invoiced, if such time has had General Contractor's prior approval. (e) 90% of lump sum price quoted for demobilization and "move out" when complete. (f) 90% of lump sum price quoted for Levee Repairs for Spoil Disposal on Alexander Island when move out is complete. (g) Remaining monies owned the dredging Subcontractor when the General Contractor verifies that the contract is complete and in accordance with Paragraph 9 (a) , modification to Section II, General Condition 3. Subcontractor's invoice shall be mailed to: Brown & Root, Inc. P. 0. Drawer 4321 Baytown, Texas 77520 Attn: Mr. J. E. Woodward, Project Manager 11. Work and Assistance to be Furnished by General Contractor - In addition to these requirements set forth in Special Provisions of this Subcontract, the following will be provided by General Contractor at no additional cost to Subcontractor: (a) Arrangements for deposition of the spoil on Alexander Island are being handled by the Owner. (b) General Contractor to provide Jobsite space near construction dock for Subcontractor's office and electric power, 115 V. for same. 12. Subcontractor must furnish his own office and miscellaneous supplies. 13. All inquiries the Subcontractor may have concerning the Construction dock dredging must be made through the General Contractor's Project Manager and not directly to the Owner. 14. Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this Subcontract. 15. Before commencing work and before this Subcontract becomes effective, the Subcon tractor shall furnish the General Contractor with his Certificate of Insurance. 16. "Contractor's Responsibilities for Safety, Plant Protection and Traffic Regulations" is attached hereto and is made a part hereof. -- Continued on Page_?iL-- EXX 012574 Page 3-JO__of 9 Subcontract No 34-1202-0380 17. Exxon Research and Engineering Company (ERSE) has been retained by the Owner for overall project management. Thus, the Subcontractor is expected to cooperate with ER&E representatives in the course of performing this work. 18. The attached sheet entitled "Equal Opportunity Clause" hereby becomes a part of this Subcontract. i -- Continued on Page_4-- EXX 012575 tachment "A" Paragraph 2 or I Special Con .ions Pricing Schedule - Firm for Duration of Subcontract Dredging 1. Mobilization $ 15,000.00 2. Laying & Maintaining submerged line across Houston Ship Chancel - Lump Sum 3. Demobilization $ 7,200.00 $ -10,000.00 4. Standby Rate - $400.00 per hou: 5. Unit Price per cubic yard a. Basic Proposal 150* wide construction dock channel dredging @ $0.7967 cubic yard b. Alternate No. I for wider channel dredging to accommodate an additional 150 feet of construction dock @ $0.7502 cubic yard c. Lead line soundings at 10 foot intervals on 50 foot stations for all construction dock dredging - No Charge 6. Levee Repairs for Spoil Disposal - Lump Sum ; $ 12,500.00 7. Maintenance dredging at existing Exxon dock (applicable to separate contract) Unit Price @ $0.5284 cubic yard E*X 012576 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I. and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General? Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to Genera] Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim, Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against Genera] Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012577 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con tractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of ar.y kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one fl> year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor. General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. In the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes of action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed. Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein, General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces. General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there from, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- eis*16 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an Independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be elective at midnight of the day during which the notice is so mailpd. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given of a new address. / 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime ' (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person 'accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury .....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage .............................................................................................................................$100,000 peroccurrence c. Comprehensive Automobile Liability: Bodily Injury .....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage .............................................................................................................................$100,000 peroccurrence -- Continued on Page 7 -- EXX 012579 d. If Marine vessels are involved: Hull Insurance.............. Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of *he Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. ' 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such bonds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having Jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012580 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in ail respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the satisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event, General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth In this subcon tract. When any change order shall authorize extra or additional work. Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or, if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of. relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been included the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such items shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such 'items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012581 Form BR1X-61 3/72 Page 9 of 9 Subcontract No------ 14-1202-Q3BQ____ 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012502 y-O-'a cr -K L BrownOFRootlnc. Post Office Box Three, Houston, Texas 77001 October 25, 1974 Houston Shell Concrete Company 5111 Hoodway Houston, Texas 77001 Attention: Hr. Hanon 'loose* Carswell Be: Subcontract No. 34-1202-0392 Concrete Batch Plant Exxon Company, o.S.A. Baytown, Texas Gentlemen: , f He enclose herewith one fully executed copy of Subcontract Number 34-1202-0392 dated September 20, 1974, for your permanent file. You will note our insurance coverage requirements and instruct your agent to provide us with a current Certificate of Insurance before commencing work. Yours very truly, BBOWN fi BOOT, INC original signed by j. M. FRANK! J. M. Franki Subcontracts Manager JMF/MP/bc Enclosure bcc: Messrs. W. B. Stuessy (w/originaJ)^''; D. H. Dodd (2 w/2 copies) Garland Orraand Doug Baugh EXX 012554 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number_34wi2e2------------------, ->r,-y-0392 Subcontract Nn. 34-1202 ^/bc THIS AGREEMENT, made this 20th day ofSeptember-------------------------------------------------------- 19 74_ by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and Houston SheU_s_Conc_rete Company____ 5111 Woodway Telephone: (713) 621-8510 (Name. Street Address and Telephone Number) a Delaware Corporation______________________________________ with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship' Houston> state nf Texas 77001 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with----- Exxon Company , u. s. ft.----------- i ____________________________________________________ _______ _____________________ (Name of Owner) called the "Owner", for the construction of__ Refinery Facilities Expansion--------------------------------------------------- (Nature of construction under General Contract) atBaytown,_____________________________________________________________Texas (City) (State) WTHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnish all equipment, concrete materials, labor, transportation, and supervision to install and operate a plantsite concrete batching plant for the purpose of supplying concrete and other materials hereinafter described in accordance with specifications and requirements of General Contractor in connection with construction of the above-described project. Also, Subcontractor will make available his separate facilities, located at Cedar Bayou, Baytown, Texas, to augment, if necessary, for the purpose of furnishing an uninterrup ted concrete supply to the jobsite at any demand level, in the event of failure of the basic plantsitebatching plant. The production from the concrete batch plant will conform to the following Standards and Specifications: (a) ER&E Basic Practice BP-4-1-1 (b) Baytown Engineering Standard, BTES 4-6-1.1A, Pages 1-5 (c) Baytown Engineering Standard, BTES 4-6-1.12C, Pages 1-3. (D) ASTM Specification for Ready-Mixed Concrete, C-94-72, Pages 54-57. (e) Fluor Engineers and Constructors, Inc. Specification for Concrete Construction, No. SP-448500-10-1, Rev. 5, Pages 1-6. -- Continued on Page 2 -- EXX 013553 Page 2 of 9 34-1202-0392 Subcontract No. 2. The price for the Sublet Work shall be: (a) For the unit prices stated in the two page Pricing Schedule attached which exclude any applicable state and local sales or use taxes, and titled Attachment "A", which is made a part hereof as though it were written herein. (b) The prices shown in Attachment "A" are subject to escalation, up to but not exceed ing ten percent (107.), on January 1, 1975 and thereafter on January 1, each year, until completion of this Subcontract; provided Subcontractor's costs of labor, trans portation and/or material shall be increased from causes beyond the control of Sub contractor; however, that (1) the Subcontractor's percentage margin of profit calcu lated in its original bid shall not be increased and (2) the General Contractor may require the Subcontractor to provide written evidence of any claimed cost increases of labor, transportation and/or material. 1 (c) The Attachment "A" Pricing Schedule sets forth and will apply to concrete deliveries originating from Subcontractor's: (1) Cedar Bayou, Baytown Plant or from (2) Jobsite portable concrete batch plant. (3) It is agreed that Subcontractor will provide concrete to all subcontractors of General Contractor in the refinery under the Pricing Schedule when acceptable to those subcontractors, unless the nature of the pours is such that special pricing 3. The time oYcomple?ionIo?\li^Suf>^t'^Vork shall be as provided in paragraph 4 of the General Conditions but not later than_ the completion date for the Refinery Facilities Expansion 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontrarior until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived XXX. ReqUjre[j 5. Other special provisions of this subcontract are: W (a) Subcontractor will have the right to supply concrete from the onsite batch plant to others under contract to Owner at Owner's refinery, with General Contractor's permissio (b) Copy of Special Provisions (1 Page) as revised May 1, 1974, is attached hereto and becomes a part of this Subcontract as though they were printed herein. (c) Subcontractor to Furnish and Maintain: (1) An onsite fully equipped semi-automatic type batching plant, having a capacity of at least 110 cubic yards per hour, which will be assembled and erected on General Contractor's designated site, located within Exxon's expansion of refinery facilities at Baytown, Harris County, Texas. (2) Six (6) in-transit mixing trucks with a capacity of eight (8) cubic yards, with hydraulic and expandable chutes. These trucks will have radio communication with on-site batching plant. (3) Such additional in-transit mixing trucks which may be needed to meet delivery demands of the project. (4) Towing facilities are to be provided on each truck and General Contractor's representative is to have the authority to perform the towing service when necessary; without any liability therefore accruing to the General Contractor. (5) A cement storage silo of appropriate capacity is considered a part of the Batch Plant requirement. (6) A water storage tank with a capacity of 10,000 gallons. -- Continued on Page 3 -- EXX 12556 Page 3 of 9 Subcontract No 34-1202-0392 (7) Stockpile of all concrete materials will be located on the jobsite designated area adjacent to the entire concrete Batch Plant. (8) All deliveries of stockpile materials must be accomplished by truck. The truck- hauling route into and out of the plant site must be coordinated with General Contractor's representative. (9) Subcontractor agrees to provide own telephone service. (10) Subcontractor agrees to keep the Batching Plant premises under his control neat and orderly at all times; and shall remove all trash and debris daily. (ID Subcontractor agrees to provide a full-time supervisor at the jobsite who will be in complete charge of Subcontractor's full operation. (12) An authorized representative of the Subcontractor must maintain constant contact with General Contractor's Project Manager or his designated representative, to schedule and coordinate upcoming pours, remedy any complaints such as scheduling trucks on the Jobsite, leaking chutes, truck breakdowns and any other problems associated with maintaining efficient production. (13) An auxiliary back-up batch plant, 200 cubic yards per hour, to furnish such additional concrete supply as may be required to support onsite demand on the highest priority basis (from Subcontractor's Cedar Bayou Plant.) (14) Subcontractor shall furnish a numbered delivery ticket with each delivery and have same signed by an authorized representative of General Contractor. (15) Subcontractor agrees to deliver as small an amount as one-fourth ubic yard and for one-fourth cubic yard price. (16) Subcontractor agrees to make no charges except for materials at the unit prices as contained on the Pricing schedule. (17) Subcontractor must furnish his own office and miscellaneous supplies. 6. Subcontractor to commence stockpiling of materials and Batch Plant erection, upon six (6) weeks notice from the General Contractor. After six (6) weeks notice has been given. General Contractor will inspect Subcontractor's Batch Plant, which must be capable of opera tion at full capacity. 7. Subcontractor's Invoicing under the Pricing Schedule will include the following separate cost items applicable to each invoice: (a) Amount included for cement. 8. All inquiries the Subcontractor may have concerning the concrete supply operations must be made through the General Contractor's Project Manager and not directly to the Owner. 9. Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this contract. 10. Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Certificate of Insurance. 11. Exxon Research and Engineering Company (ER&E) has been retained by the Owner for overall project management. Thus, the Subcontractor is expected to cooperate with ER&E representa tives in the course of performing this work. 12. General Contractor shall determine when the continued operations of the on-site Batch Plant would be uneconomical to the over-all project. When this determination is made, six (6) weeks notice will be given to the Subcontractor to discontinue the on-site Batch Plant >peration and make future deliveries from Subcontractor's Cedar Bayou Plant. -- Continued on Page 3A _-- EXX 012557 Page 3-^___of 9 SubcontractNn. 34-1202-9392 13. When the General Contractor notifies the Subcontractor that the Jobsite batching plant is no longer required, then Subcontractor agrees to promptly dismantle and remove his equipment from the Jobsite and shall remove all stockpiles, underground facilities, slabs, buildings and debris at no additional cost to the General Contractor. 14. General Contractor to Furnish and Provide: (a) A suitable graded location at the Owner's Jobsite. (b) Water and electric power for ope:, ution of the Batch Plant. (c) A testing laboratory service to obtain samples and to make tests as required by the specifications. (d) A designated dumping area for surplus and reject concrete. 15. For purposes of determining the approximate quantity requirements under this Subcon tract, it is estimated that 82,000 cubic yards may be delivered. The obligation of Subcon tractor is to supply whatever quantity is required for the project and the obligation of General Contractor is to pay the applicable unit prices for the quantity actually furnished; the estimate of quantity is not to be considered an obligation. 16. Owner's Audit Rights OWNER's duly authorized representative shall be furnished documentation reasonably requested necessary to authenticate Subcontractor's price adjustments instituted pursuant to Special Conditions I, Para. 2, (b) of this Subcontract. 17. Subcontractor agrees that neither it nor any of the parties contracting to assist Sub contractor in the performance of the work shall have any lien on or against the property of the Owner or the funds to be paid General Contractor by Owner, and that General Contractor shall have no liability or responsibility for payment of any bills, wages or other obliga tions of Subcontractor otherwise than to pay once the agreed unit price of the concrete actually delivered in accordance with the terms hereof. 18. Subcontractor will be free to select his own brand of cement and aggregate sources, within the limits of the Specifications previously referenced and attached hereto; provided that certificates of material meeting the standards for approval, as well as the require ments for preparation and test of mix designs which are furnished each time there is a change, either in aggregate or cement type. 19. Subcontractor is responsible for the ready-mixed concrete, only to the extent provided by furnishing component materials in accordance with the specifications in Para. I, 1(a) thru (e) and for mixing and furnishing materials in accordance with mixes designed by the designated testing laboratory. Subcontractor's responsibility does not include method of pouring selected by General Contractor or the mix design itself. 20. Subcontractor agrees to make available his equipment and materials for testing, sampling and measuring by a Testing Laboratory designated by General Contractor. 21. Subcontractor agrees to work such hours as may be necessary to accomplish the work at the times required by General Contractor. General Contractor agrees to give adequate advance notice to Subcontractor of the need for concrete for pours in order for Subcontrac tor to schedule his work force in an efficient manner, to the extent that circumstances permit. 22. ''Contractor's Responsibilities for Safety, Plant Protection and Traffic Regulations", is attached hereto and is made a part hereof. 3B -- Continued on Page------ -- Ex* 12556 Page 3- B of 9 Subcontract 34-1202-0392 13. The attached sheet entitled "Equal Opportunity Clause" hereby becomes a part of this Subcontract. 24. General Condition II, paragraph 3 relative Subcontract. to retainage shall not apply to this 25. General Condition II, paragraph 7 is modified to provide that Subcontractor shall warrant that the ready-mixed concrete shall be free from defects in component materials and agrees to make good at Subcontractor's own expense any such defects which are discovered by the General Contractor during the test period. 26. General Condition II, paragraph 10 is modified to provide that, in the event of Subcontractor's failure to perform in a manner acceptable to the General Contractor, Sub contractor agrees to remove his plant, equipment and materials from the jobsite and to allow General Contractor to replace plant, equipment and materials by a new Subcontractor for performance of this concrete supply. This provision in no way is intended to permit operation of Subcontractor's equipment by another operator. I Continued on Page_---- EXX 012559 H. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim, Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection, juaxmaSiiig, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012560 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor ' which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con tractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (1 > year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later, In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor. General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. I/i the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by Genera] Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes of action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein, Genera] Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces. General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there from, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con- tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. Continued on Page 6 -- 012561 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof. General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his- responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been givemof a new address. / 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person 'accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury .......................................................................................................... Property Damage .................................................................................................. $100,000 per person $300,000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury ....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage ............................................................................................................................$100,000 per occurrence -- Continued on Page 7 -- EXX 012562 d. If Marine vessels are involved: Hull Insurance .............. Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owiqg from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. ( 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such bonds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by. or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012563 Form BR1X-61 3/72 Page 8 of 9 , The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the satisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event, General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work, Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or, if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. / 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been ncluded the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such _ -terns shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012564 Form BR1X-61 3/72 Page 9 of 9 ^ Subcontract No-----34-1202-Q392 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do- so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012565 Subcontract No. 3^-1202-mQ Houston Shell & Concrete Attachment "A" to Paragraph 2 of I Special Conditions Pricing Schedule - Firm Prices through December 31. 1974 NO. DESCRIPTION 1. 4.5 sk, 3/4" High Early 2. 5.0 sk, 3/4" high Early 3. 5.5 sk, 3/4" High Early 4. 5.0 sk, IV High Early 5. 5.5 sk, IV High Early 6. 4.5 sk, IV High Early 7. 4.5 sk, 3/4" 8. 5.0 sk, 3/4" 9. 5.5 sk, 3/4" 10. 6.0 sk, 3/4" n. 3.0 sk, 5/8" 12# red color 12. 5.0 sk, 5/3" 13. 5.5 sk, 5/8" 12# red color 14. 4.5 sk, IV 15. 5.0 sk, IV IS. 5.5 sk, IV 17. 6.0 sk, IV IS. Grout, 5.75 sk. 19. Grout, 6.5 sk. 20. Grout, 8.0 sk. 21. Grout, 9.0 sk. 22. Grout, 10.5 sk. 23. Grout, 12.0 sk. 24. Grout, 14.5 sk. 25. Grout, 15.0 sk. PRICE PER CUBIC YARD CEDAR BAYOU PORTABLE BAYTOWN PLANT JOBSITE PLJ $ 31.55 33.30 35.05 . 32.80 34.55 31.05 24.80 25.80 26.80 27.80 3 2. GO 25.80 37.00 24.30 25.30 25.30 27.30 25.6527.15 30.15 32.15 35.15 33.15 43.15 46.15 $ 32.55 34.30 35,05 33.80 35.55 32.05 25.80 25.80 *27.80 ?28.80 33.00 25.80 38.00 25.30 26.30 27.30 23.30 26.65 28.15 31.15 33.15 35.15 . 39.15 44.15 47.15 26. Stabilized Sand, lh sk. $ 8.25 27. Stabilized Sand, 2 sk. 9.25 23. Stabilized Shell, lh sk. MO BID 29. Stabilized Shall, 2 sk. MO 310 30. 3/4" gravel (10 tons or more) 9.25 31. IV gravel (10 tons or more) 9.25 32. Torpedo Sand (10 tons or more) 8.15 33.. San Jacinto Sand (10 tons Or more) MO BID 34. Cement (per sack) 2.75 35. Air-entrained (per oz. of air per sk.) MO CHG. K '$ 8.25 9.25 MO BIO MO BIO 9.25 9.25 8.15 MO BIO 2.75 MO CHG. EXX 012566 Page 2 of 2 'Attachment "A" to Paragraph 2 of I Special Conditions Subcontract No. 34-1202- 0392 Houston Shell & Concrete For concrete with gravel 1" or less add 50p per cyd. or deduct For each \ sack cement added or deducted add/$1.00 per %sack of cement. The above prices are firm from September 1, 1974 until December 31, 1974. From January 1, 1975 forward,these prices may escalate in amount not to exceed ten per cent (10%) each twelve (12) month period until completion of this job, provided Special Conditions I, Para. 2, (b) are acceptable to both parties of this Subcontract. Measurement of quantities for purpose of payment shall be the volumetric measure converted from weights on the basis of the design mix as measured through the batch plant and recorded on accepted load tickets. Additional charges only when applicable to the work schedule. Saturday Pours $100 minimum and/or $1.00 per cubic yarcT whichever is the larger. Sunday or Holiday Pours $200 minimum and/or $1.00 per cubic yard whichever is the larger. After 6:00 P.M. Pours $100 minimum and/or $1.00 per cubic yard whichever is the larger. Discount: 2%, Met 30 days - applies to all sales. EXX 012567 Browner Root. Inc. Post Office Box Three, Houston, Texas 77001 August 30, 1974 Dashiel Corporation 6161 Washington Averse Houston, Texas 77007 Attention: Mr. V. H. Howard Be: Subcontract No. 34-1202-0281 Testing Services Exxon Company, U.S.A. Baytown, Texas Gentlemen: We enclose herewith one fully executed copy of Subcontract No. 34-1202-0281 dated May 22, 1974, for your permanent file. Yours very truly BROWN S BOOT, INC }< JMF/RU/bc Enclosure j. M. Frank! Subcontracts Manager bcc: Messrs, j, P. Lamar (w/orioinalf D. H. Dodd (2 w/2 cope s) A. M. Billingsley (w/attachment) Garland Armon Bill Willis EXX 012594 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number MP/bc Subcontract No. 34-1202 34-1202-0281 THIS AGREEMENT, made this 22ndday ofMay, 19 74 by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and Dashiel Corporation 6161 Washington Ave.,Telephone; (713) 869-4878 (Name. Street Address and Telephone Number) a_______ T~>cA s,c '-j F\ frr/cv_________________with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship! Houstont state nf Texas 77007 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with------------------------------------ , ___Exxon Company, u.S.A.L, hereinafter called the "Owner", for the construction of (Name of Owner> fuels expansion proiect (Nature of construction under General Contract) atBaytown,Texas iCity) (Slate) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFCRE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing all labor, equipment, tools, supervision and other things necessary to perform testing operations on electrical systems, and the calibration and setting of relays and high potting cables according to Owner's Specification No's. BTAD 16-131 and BP16-13-1 which are attached hereto, and as further specified herein. -- Continued on Page 2 -- 01259s Page 2 of 9 Subcontract No.34-1202*0281 2. The price for the Sublet Work shall be: A total lump surn which is not to exceed TWELVE THOUSAND AND NO/100 DOLLARS ($12,000.00) excluding all applicable sales/use taxes. The above maximum price and any other authorized work shall be based on firm unit rates as specified in Special Condition No. 5(a) herein. 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later thar. as specified by General Contractor's Project Manager 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived----------- XXX-------------1 Required--------------------------------- 5. Other special provisions of this subcontract are: (a) Firm Unit Prices for Sublet Work Shall Be As Follows: 1. Normal eight (8) hour day, Monday thru Friday, with a four (4) hour minimum. .$25.00/Hr. 2. Overtime shall be based for hours worked after 40 hours, or over 8 hours per daY .......................................................................................................................................................................................... $37.50/Hr. Above rates specified in Items 1 and 2 include test truck, test equipment, high voltage test equipment, relay test equipment, precision instruments, and written reports, but shall not include double test equipment or oil trailer. Subcontractor classes this Baytown project as being within his metropolitian area and no travel time shall be charged. 3. Double test equipment..........................................................................................................................................................$30.00/Day 4. Oil trailer with vacuum pump, oil filter and oil storage bladder ................................. $35.00/Day 5. Set of three (3) oil filters.................................................................................................................................... $35.00/Set 6. Laboratory oil testing, including collection in metrolpolitan area: (A.) One (10 to nine (9) samples...................................................................................................................... $25.00/Each (B.) Ten (10) or more samples .............................................................................................................................. $20.00/Each 7. Above unit prices include Subcontractor furnishing General Contractor with written reports at no additional on Page 3 -- EXX 012596 1.5(a) (Cont'd.) Page 3 of 9 Subcontract Mn 34-1202-0281 Above unit prices are firm for the duration of project and are not subject to escalation. (b) Subcontractor shall furnish sufficient labor and equipment on the jobsite when ordered in advance by General Contractor's Job Superintendent and Subcontractor shall assume full respon sibility that materials and equipment furnished meet the required conditions of the job. (c) General Contractor's or Owner's representative shall have access to the work at all times. (d) i Payment will be made only for those units entered daily on a written report acceptable to both General Contractor and Subcontractor and signed by authorized representatives of Sub contractor and General Contractor. (e) xxon Chemical, Exxon or ER&E "Contractor's Responsibilities for Safety, Plant Protection and x'raffic Regulations" for contractors, Subcontractors and suppliers at Baytown Refinery, Baytown Chemical Plants and Baytown Facilities Exxon Research and Engineering Co. dated May 1, 1973 hereby becomes a part of this Subcontract. (f) Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. (g> All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner. (h) Subcontractor shall contact the General Contractor's Project Manager to schedule and coordi nate this Subcontract. (i) "wo copies of the General Contractor's "Affidavit for Subcontractors" (Form P-7) are attached, bcontractor shall execute and return one copy with his final or retainage invoice. -- Continued on Page--3A-- EXX 012597 Page 3- A of 9 Subcontract No. 34-1202-0281 (j) Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Certificate of Insuraance. ; -- Continued on Page_4---- EXX 012598 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General ^Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner. General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012599 Form BR1X-61 3 72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con tractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (1) year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor, General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. In the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes of action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field. General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces. General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there from, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012600 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof. General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given of a new address. 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person/accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury .......................................................................................................... Property Damage .................................................................................................. .$100,000 per person $300,000 per occurrence .'$100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury ....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage ............................................................................................................................$100,000 per occurrence -- Continued on Page 7 -- EXX 012601 Form BR1X-61 3/72 Page 7 of 9 d. If Marine vessels are involved: Hull Insurance................................................................................................................................. Full Value of Vessel Protection and Indemnity Insurance ....................................................................................... Full Value of Vessel but not less than $500,000. General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: 17. There shall be no change in the unit prices, if any. described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any. described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such bonds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium: If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act. and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012602 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct N and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the satisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event. General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work, Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or. if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions lu the sublet work and by agiced estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before suph work is done or such changes are made. 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act, Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been included the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such terns shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such -'items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 1263 Form BR1X-61 3/72 Page 9 of 9 Subcontract No. 34-1202-0281____ 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012604 Brown c^Root, Inc Pr.st Oriice Box Three, Houston, Texas '7001 July 26, 19T** Raymond International, Inc. 6300 Richmond Avenue Houston, Texas 77027 Re: Subcontract No. 3^-1202-0277 Furnish and Install Piling Exxon Company, U.S.A. baytovn, Texas Gentlemen: 1 We enclose herewith one fully executed copy of Subcontract No. 3^-1202-0^77 dated July 3, 1971*, for your permanent file. Yours very truly, nRuUN 4 ROOT, INC. F. A. Carradine Procurement Manager FAC/RU/bc xr/Jloeure bcc: Messrs. J. P. ' (w/original^.' D. H. (2 v/2 copies) J. Woodward A. M. Billingsley EXX 012605 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number DG/bc Subcontract No. 34-1202 (5) 34-1202-0277 THIS AGREEMENT, made this3*dday of___________________JulX, 19_^* by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and RayTM1"* ^nte1^.t^ona^- ^nc------------------ 6300 Richmond AvenueTelephone: (713) 781-1822 (Name. Street Address and Telephone Number) a New Jersey Corporation^ principal offices at (Give State of Incorporation and whether a corporation, partnership, or propnetorship> Houstonstate nf Texas 77027 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with--------------------------------------------------------- _________ Exxon Company, U.S.A.t_, hereinafter (Name of Owner) called the "Owner", for the construction of__Refinery Facilities Expansion--------------------------------------------- (Nature of construction under General Contract) itBaytown,Texas CCily) (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Supplying all labor, supervision, materials, tools, equipment and all other Items (except as otherwise provided in this Subcontract) necessary to fur nish and install all Raymond Step Taper Piles by Raymond's usual methods (except as may be modified elsewhere in this Subcontract) for specified foundations of the Exxon Refinery Expansion at Baytown, Texas; all as further elaborated upon in terms and conditions set forth in this Subcontract. All work performed under terms and conditions of this Subcontract shall be constructed in strict accordance with Technical Specifications and Drawings, prepared and approved for construction by Fluor Engineers and Constructors, Inc.; which will include the latest revision to each. Applicable Specifications include: SP-448500-10-1 Concrete Construction, Revision 5 SP-443500-00-4 Piling, Revision 3 Subcontractor retains the right to mutually agree to further revisions to the technical specifications after acceptance of this Subcontract; -- Continued on Page 2 -- EXX 012606 Page 2 of 9 Subcontract Nn 34-1202-0277 2. The price for the Sublet Work shall be: for the firm lump sum price stated in the Pricing schedule attached and titled Attachment "A", which is made a part hereof as though it were written herein. Other pricing as it appears in Attachment "A" will become appli cable to work under this Subcontract as and when required for the instances stated therein, such as unit prices to perform more work or less work at General Contractor's option, for performance of special work, and allowance for certain possible escalations in cost during the period of performing the work covered by this Subcontract. It is agreed that piles may be added or deleted or altered in any Area at the prices stated in Attachment "A". i i 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not March 1, 1975, at which time piling described herein should be in place. If there is need to extend the Subcontract beyond that date, both parties may review the provisions of the Subcontract and mutually agree upon a basis for its extension. 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived----------XXX--------------; Required--------------------------------- 5. Other special provisions of this subcontract are: (a) Copy of Special Provisions (1 page) as revised May 1, 1974, is attached hereto and becomes a part of this Subcontract as though they were printed herein. (b) All applicable State and Local Sales and Use Taxes are included in the prices stated herein. 6. Owner's Audit Rights OWNER'S duly authorized representative shall be furnished documentation reasonably requested necessary to authenticate Subcontractor's price adjustments instituted pursuant to paragraph 6 of Attachment "A" of this Subcontract. -- Continued on Page 3 -- EXX 12&7 Page 3 of 9 7. Raymond Materials and Equipment Attached are copies of the following illustrations: Subcontract \*n. 34-1202-0277 (a) ED-409-0, "Raymond Step-Taper Pile" details (1 page) (b) "65 C Hammer" (1 page) (c) "Differential Hammer Operation" (1 page) 8. Employee Parking Special Condition #7, With further reference to / , it is agreed that the area to be assigned for Subcontractor's employee parking will be in the vicinity of the South Entrance Gate to the Refinery; and that Subcontractor will be responsible for transporting personnel from the parking area to the work site by means of Subcontractor-owned vehicles. 9. Modifications to Section II. "General Conditions", of this Subcontract The following modifications of each of the General Conditions as referenced are hereby agreed to: I (a) It is the General Contractor's intent that final payment will be made to the Subcontractor in accordance with General Condition 3; and should no decision be rendered by the Owner in accordance with same, General Contractor will seek such a decision from the Owner within two weeks. (b) In conjunction with General Condition 4, the stand-by rates as defined herein shall be applicable to delays caused as a direct result of General Contractor or Owner. (c) General Condition 8 continues as follows: "The foregoing indemnity is limited to $1,000,000. General Contractor shall indemnify Subcontractor from any claim in excess thereof as provided in Letter Agreement No. JEW-55-74 and dated June 18, 1974, which is attached hereto and made a part hereof. " 10. Prosecution of the Work (a) It is agreed that the effective time of Subcontractor's mobilization and move-in of equipment, work forces and appropriate materials to commence work shall be not later than six (6) weeks after notification of award of this Subcontract. This period of time is considered adequate for fabricating and delivering an initial supply of steel pile shells to the jobsite and to provide all other items to be ready to drive the test pile and then to proceed with production driving on a continuing basis. The location for driving the first pile will be designated by General Contractor, and that work area will be properly prepared prior to Subcontractor's move-in to the jobsite. (b) In accordance with procedure stated in the Specifications, the first pile to be driven will be a test pile. It is the responsibility of the Subcontractor to furnish and install all of the testing gear and devices, and upon completion of the test and evaluation, to remove the testing apparatus from the jobsite. This work includes performance of the loading and testing to the satisfaction of the Owner's representative responsible for observing and evaluating the test. -- Continued on Page 3A-- EXX 012698 10. (Con'td.) Page 3-_^__ of 9 Subcontract No. 34-1202-0277 (c) Upon successful completion of the test pile and receipt of notification to proceed, Subcontractor shall proceed to drive the permanent piling in accordance with arrangement on the drawings, and in a sequence as approved by General Con tractor. This Subcontract assumes a proiect progress schedule for uninterrupted pile driving and a minimum of moving between pile locations, except for options specifically referenced. Both parties will strive to proceed on a normal schedule to completion, including moves to various areas in accordance with the job sched ule as the work progresses. The Subcontractor estimates that an average of twelve (12) piles per day is anticipated to be the rate of driving progress. (d) The Subcontractor is responsible for providing a concrete mix design to the General Contractor for approval. The mix design must be prepared by a Laboratory satisfactory to General Contractor. The concrete supplier for piling is to be designated by Raymond, and must be approved by General Contractor. (e) During the pouring of concrete for piling. General Contractor will furnish full time services of a qualified testing laboratory for sampling, curing, testing and reporting of concrete tests. Standard procedure will be to take four (4) test cylinders of concrete poured in each group of twenty (20) pilfcs or from each day's pour if less than 20 piles. (f) It will be the responsibility of the Subcontractor to perform the cut-off of each pile after the General Contractor has excavated sufficiently to expose the top of pile for cut-off, and a time agreeable to both parties. If Subcontractor has completed the piling installation and moved off of the jobsite, cut-off of piling not yet excavated will be performed by General Contractor. 11. Work and Assistance to be Furnished by General Contractor In addition to those requirements set forth in Special Provisions of this Subcontract, the following will be provided by General Contractor at no additional cost to Subcon tractor; (a) All reinforcing steel bars required to be installed under terms of this subcontract will be furnished to Subcontractor by General Contractor. Reinforcing steel will be bent and delivered to Subcontractor's work site, all in accordance with drawings prepared by Fluor. (b) General Contractor will perform all field engineering, to include staking of location and elevation of cut-off for each pile. Also it will be the responsi bility of General Contractor to maintain a log of the pile driving. Subcontractor will provide a form for this purpose, on which to assemble the records required. (c) General Contractor will grade and level the work site to provide for proper movement of pile-driving equipment at the driving locations and will provide adequate clearances and access to and between all pile locations. The Subcon tractor requires approximately 200 ft. by 200 ft. as an area for working and for storage and assembly of materials and equipment. Continued on Page_!?_ EXX 012&9 11. (Cont'd.) Page 3-__of 9 Subcontract No. 34-1202-0277 (d) General Contractor will make all excavations at pile locations and will provide sheeting and bracing as necessary to protect excavated banks and provide clear ances for driving equipment within ten (10) feet of any pile location, which will include removing any spoil from the excavated area. (e) General Contractor will provide a sump in each excavated area and will provide and maintain adequate pumping and drainage to keep work areas free from ground and surface water during pile-driving operations. (f) General Contractor will provide and maintain access to and from each excavation including ramps with suitable slope and width. Also, General Contractor will provide and maintain suitable all-weather roads for moving pile-driving equip ment and materials on and off each work site. Adequate storage space on the site will be furnished for materials. (g) General Contractor will be responsible for removing all obstacles and hindrances to the uninterrupted and consecutive pursuit of the work. , (h) General Contractor will remove, relocate or deactivate any overhead line or obstruction so that at least minimum legal clearances are provided for equip ment at all pile locations. Leaders on the pile driving equipment will have a height of approximately 156 feet. Movement of equipment between pile loca tions will be as provided elsewhere in this Subcontract. (i) All permits, licenses and right of entry upon the site will be provided by General Contractor. (j) General Contractor will provide an industrial water service line to Raymond's 4,000 gallon tank located at the driving location. It is anticipated that consumption will be approximately 30,000 to 40,000 gallons per eight (8) hour work day. This supply is for wet pre-drilling and can be from fire hose to fire water source. However, in addition, General Contractor will furnish potable or industrial water at rate of 3,000 gallons per day for use in Subcontrac tor's boiler, to be furnished to a point within 200 feet of the drill site. (k) General Contractor will not furnish any electric power at the work site, but will furnish 110/220V power at an office building location. Any telephone service will be responsibility of the Subcontractor. (l) In addition to pumping of water required in (e) above. General Contractor will include removal of drilling water expended into the work area. 12. General Pile Requirements (a) General Contractor has made every attempt to remove all underground obstructions from the pile driving areas. However, if verifiable obstructions are encounter ed and pile is damaged by such obstruction, additional cost to Subcontractor will be negotiated. This provision in no way relieves Subcontractor from his responsi bility for providing damage-free piling when no such obstruction is involved. A verifiable object must be something more than a layer of gravel or some other solidified geological strata. Continued on Page_3_C__ -- EXX 01261 12. (Cont'd.) Page 3--___of 9 Subcontract No. 34-1202-0277 (b) With reference to Specification No. SP 443500-00-4, certain paragraphs or portions of paragraphs are applicable to types of piling other than that covered by this Subcontract; therefore the following are to be construed as not applicable to provisions of this Subcontract: (1) Paragraph 4.4 (b), reference to Type II wood pile. (2) Paragraph 6.0 in its entirety, reference Type II wood pile. (3) In Paragraph 7.3, omit the phrase, "and 15,000 ft. lbs. for Type II piles.: (4) In Paragraph 7.6, in the second line, omit the phrase, "brooming or splitting of wood." 13. Subcontractor must furnish his own warehousing and miscellaneous workmen's.supplies. 14. All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner. 15. Subcontractor shall contact the General Contractor's Project Manager to(schedule and coordinate this Subcontract. i 16. Before commencing work and before this Subcontract becomes effective, the Subcontract shall furnish the General Contractor with his Certificate of Insurance. 17. The attached sheet entitled "Equal Opportunity Clause" hereby becomes a part of this Subcontract. 18. "Contractor's Responsibilities for Safety Plant Protection and Traffic Regulations" is attached hereto and made a part hereof. 19. "Special Provisions of a Subcontract" is attached hereto and made a part hereof. -- Continued on Page_^__-- EXX 012611 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Subic ' ork. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by Genera] Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure. General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay ail costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure ail required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection, accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012612 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con tractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the S -iblet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (11 year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor, General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. This clause is continued on Page 3 in Paragraph I 9(c), Special Conditions. 9. Subcontractor, notwithstanding the provisions of Paragraph S, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. In the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes of action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field. General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces. General Contractor may charge Subcontractor with an additional ten (107c) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there from, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012613 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. Xo waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof 'whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given df a new address. I 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to Genera] Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory S100.000 per person,'accident Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury ............................................................................................................ Property Damage .$100,000 per person $300,000 per occurrence .5100.000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury .................................................................................................................................... $100,000 per person $300,000 per occurrence Property Damage ............................................................................................................................$100,000 per occurrence -- Continued on Page 7 -- EXX 01261* d. Ii Marine vessels are involved: Hull Insurance....................................... Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owipg from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner.> 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19, Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such bonds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970, as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by. or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012615 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the satisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event. General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work. Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or. if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or f 3 > by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before su<to work is done or such changes are made. i 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act. or similar Act, Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been included the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such ems shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such --.terns shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012616 Form BR1X-61 3/72 Page 9 of 9 Subcontract No. 34-1202-0277 30. The Subcontractor shall be responsible lor the correctness of the positions, levels and dimensions ol the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and il at any time during the performance ol the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. \ BROWN & ROOT, IN<\ (General Contractor) By: (Title). // D. E. Newton, J^. Director of Purchasing Raymond International, Inc. (Subcontractor) Rv: /? A Assistant vice President (Title). EXX 012617 Brown w'Root.Inc. jbcontract No. 34-1202-0277 Raymond International, Inc. Attachment "A" to Paragraph 2 of I. Special Conditions Pricing Schedule 1. Price for furnishing and installing 357 each Raymond Step Taper Concrete Piles with a base length of 75 feet, 106 each Raymond Step Taper Concrete Piles with a base length of 100 feet, and one (1) pile load test (test and reaction piles to be pay piles) not to exceed 210 tons (with three 24 hours manned days included) shall be the firm lump sum of $399,236.00. This principal sum is firm only to the extent that it can be modified by application of unit prices set forth in Paragraph 4 following and by any escalation of cost allowed under terms of this Subcontract. Each ot the piles listed in this paragraph includes the tying and placing of on4 Type "I" reinforcing steel cage. This principal sum also includes the cost of mobilization and move-in to the jobsite by Subcontractor's work forces, as well as the cost of de-mobilization and move-out of those forces. It is anticipated that the piles listed above will constitute those required at foundations for the Pipe Still Tower, Pipe Still Furnaces and for Reactors at Residfiner "B". The firm lump sum stated for work in this paragraph includes the cost of one move of pile-driving equipment, with leaders in upright position, either from the Pipe Still Area to Residfiner "B" or vice versa. Pricing for all other moves of pile-driving equipment " between areas is covered by unit prices as tabulated in Paragraph 4 following, except those specifically included elsewhere. 2. Price for furnishing and installing 520 each Raymond Step Taper Concrete Piles with a base length of 75 feet at foundations for the Powerformer Area shall be the firm lump sum of $340,800.00. This principal sum can be modified also by unit price application and/or by cost escalations allowed herein. Each pile listed in this paragraph includes the tying and placing of one Type "I" reinforcing steel cage. This principal sum does not include moving of pile-driving equipment between areas, load test, or mobilization or de-mobilization. 3. Price for furnishing and installing 224 each Raymond Step Taper Concrete Piles with a base length of 75 feet at foundations for Residfiner "A" shall be the firm lump sum of $182,434.00 This principal sum is firm only to the extent that it can be modified also by unit price application and/or by cost escalations allowed herein. Each pile listed in this paragraph includes the tying and placing of one Type "I" reinforcing steel cage. Driving of this piling is assumed to be scheduled later than other piles; therefore cost of an additional mobilization is included in the sum stated in this paragraph. This principal sum does not include moving of pile-driving equipment between areas or load test. EXX 012616 BrownedRoot, Inc. -Attachment "A" Cont'd. SuDContract No. 34-1202-0277 Raymond International, Inc. Pili ng Unit Prices: (a) Additional 75' piles without rebar $ (b) Additional 100' piles without rebar $ (c) Omit 75' piles without rebar $ (d) Omit 100' piles without rebar $ (e) Additional footage for 75* pile without rebar $ (f) Additional footage for 100' pile without rebar $ (9) Omit footage for 75' pile without rebar $ (h) Omit footage for 100' pile without rebar $ (1) Unfilled Shell, from pile cut off elevation to ground surrounding Shell $ (5) Additional for tying and placing Type I rebar $ Type II rebar $ 562.00 each 775.00 each 450.00 each 620.00 each 7.50 /ft. 7.75 /ft. 2.75 /ft. 3.00 /ft. 4.75 /ft. 93.00 each 153.00 each (k) Omit for tying and placing Type I rebar Type II rebar $ 77.00 each $ 128.00 each 0) Additional pile load test, no extra delay (m) Additional mobilization (n) Special work or delay cost /*. $ 7,000.00 each $32,000.00 each $ 290.00 Riq 1 5. Prices for moving pile-driving equipment between Areas shall be at the following firm lump sums, and shall be applicable to each move regardless of sequencing of driving piles by the various areas and are to be added to the principal sums described above, except those specifically noted as being included: Page 2 EXX 012619 Brown fRoot.lnc. Attachment "A" Cont'd. Suocontract No. 34-1202-0277 Raymond International, Inc. (a) Pipe Still area to Powerformer area (b) Powerformer area to Pipe Still area (c) Pipe Still area to Residfiner A or B (d) Residfiner A or B to Pipe Still area (e) Powerformer area to Residfiner A or B (f) Residfiner A or B to Powerformer (9) Residfiner B to Residfiner A (h) Residfiner A to Residfiner B $ 3,000.00 $ 3,000.00 $ 2,400.00 $ 2,400.00 $ 3,480.00 $ 3,480.00 $ 1,200.00 $ 1,200.00 (i) Any move to any other area shall be negotiated on its own merit. In addition to the moves included in the quoted principal sums and in addition to the above moves; there will be a lump sum charge of $5,820.00 per move to lower leads, disassemble, truck, assemble, and raise, because of overhead obstructions, wherever they may occur. 6. The above prices are based on labor rates and pile shell material prices applicable on February 15, 1974. Not included are actual and indirect cost increases in these categories which may occur during this work. In the event there are cost increases 10 overhead and 10" profit shall be added to such increases agreed for payment. Shell steel price increases will be based on increases in the base domestic mill price for hot rolled sheet steel (coils) plus any mill surcharges or on actual invoices of steel purchased at the time of manufacture, whichever is greater. The average weight of the shell material is 16.5 #/ft. In the event of changes in steel prices, the base price shall be the price as of February 15, 1974. Any change in Subcontractor's steel costs, at the time of committment, as evidenced by changed base prices or by actual invoices, shall be adjusted as compared with the base price of February 15, 1974. Any concrete furnished by Raymond subsequent to September 1, 1974 will be allowed an increase, if price at time of delivery is greater than the published base price existing as of May 1, 1974. For payment of any cost increases allowed under terms of this paragraph, Subcontractor is required to furnish documentation with each invoice, to satisfaction of General Contractor. 7. The Type I and II reinforcing steel cages referenced herein are those designed by Fluor on Drawing No. 448500-4-00-104, Revision 2. Page 3 EXX 01262 RAYMOND STEP-TAPER PILE RAYMONO STEEL ENCASED CONCRETE PILES ARE INSTALLED BY DRIVING THE REQUIREO LENGTH OF STEEL SHELL AND INTERNALSTEEL MANDREL-. WITHDRAWING THE MANOREL. LEAVING THE STEEL SHELL IN PLACE; INSPECTING THE DRIVEN SHELL INTERNALLY,- AND FILLING THE SHELL WITH CONCRETE. NUMBEREO SHELL SECTIONS ARE MAOE IN 4. 6. 12. ANO 16 FOOT LENGTHS. LONGER LENGTHS CAN BE FURNISHED FOR SPECIAL CONDITIONS.THE POINT SECTION IS CLOSED AT THE BOTTOM BY A FLAT STEEL PLATE WELDED TO THE BOOT RING. SHELL SECTIONS ARC SCREW CONNECTED. EB-409-0 ?(lO?OSP PiU^C. ns*1 &A96. ?il. fcfc'U# PaS- Pe\LUiP *5o' UKd P> to'1 &n. ioc?' *PiL6. ^0 d* Ufc-'C a u" LLClP v\o EXX 012621 65C HAMMER -to 3w*nD STEAM Chest HEo - uu slmostcam chest head bjsmng -47 STEAM Chest head GaS*ETS(2> -3a vaj/E 1 CYu*OER -;a steam Chest bashing 1C SLIDE BAR GUOE BLOCK 22 SLIDE BAR 13 TRIP 15 0*EN STEAM chest *A0 [OUTBOARD ) A ? --ISA C>EN STEAM CHEST 'j^bs^yT head BUSHING 158 OPEN STEam CHEST head outboard BUSHING SECTION A-A < VALVE SHOWN m EXHAUST POSITION) 11*7% r3 tt* 0*A. SHEAVES (2) 3A SHEAVE BUSHINGS (2) 5 SHEAVE PIN 8 SHEAVE PIN SLEEVE 2 CYLINDER HEAD 2D WEIGHT UNDER CYLINDER HEAD X CYLINDER HEAD GASKET (*V56 LG) 5 EXHAUST DEFLECTOR {!*} . 16 BLIND STEAM CHEST HEAD 16A BLIND STEAM CHEST HEAD BUShinG 16B STEAM CHEST BOLTS [4 ) 35A UPPER PtSTON RINGS (2) (x*oa * *V ta V ta) U STEAM CHEST BUSHING 34 VALVE 17 UVLVE STEM 23 PISTON AND -ROD 358 LOVER PISTON RINGS (2) (9'4 0.0. K >A X J,'S TM.) bo safety chain for steam hose 1G CYLINDER BUSHINGS (4 > ICAOU * XOiTCO cou^t ?7'.` S&jKiSO it-vs jM, 5* 1 T L* 4J- i;rp.t7: * ft V'/a tv kJ 30 RAM KEYS (2) 29 SLIDE BAR END BLOCK AND 29aAluminum CUSHION BLOCK 37 SPLIT BUSHING 41 RAM BUSHING 39 RAM CUSHION BLOCK 38 COVER PLATE 40 LOWER 3UMPERS(2) 40A LOWER BUMPER STUDS (4 ) 3>A RAM POINT FOR CAPBLOC* asscmoly SEE SECTiOn 10 PAGE 4 SCTIQ\ F-r- ~ 24F COLUMN NUTS (4) 24G COLUMN WASHERS (4) 53 HAMMfR EXTES'S.ON SPRINGS (2 aui 53a cnwpiji head spring l^PER COLUMN KEYS 4c*0 OUX4M ^WT*OT vo-, 24 COLUMNS 3*PIPE PLUGS-CSUNK rCADfi, 1 CYLINDER 1C SLIDE BAR GUIDE SLOCK UPPER WEDGE TO* O* ftTO TO 11 15 OPEN STEAM CHEST haD 13 TRIP i&L* * ^*>--19 LOWER WEDGE [SyL^ lAOMItl t?C*M TO TO* O* MrO- I! iNTt**--22 SLIDE BAR i 6 PIPE FLANGE *Ba PIPE FLANGE STUDS (2) 45 STEAM inlet PrE 45A STEAM inlET ELBOW -45B STEAM inlET PiPE support cable i-48 pipe flange Gasket 1 i > i { COLUMN SLEEVES 14) (c*h.c * aocrco ur) }B SLIDE BAB KY ' Ij *C I lO'J 1C to -0 OLf wn (i4 vi mu vu-ri Hwl( KlnC* 31 RAM J j ! | j j 33A BASE WaShEBS(?) ' (CAtat IO^tC3 COuft*t ^*^0 33 BASE 44 CORE SUNG iCTS<2) EXX B1262B SECTION 12 PAGE 4 DIFFERENTIAL HAMMER OPERATION UP STROKE: Steam force "XX" on small piston is balanced by equal steam force "YY" on large piston. - ' Remaining area of large piston is acted on by steam force "ZZ" which lifts the ram. (The steam above large piston, which was used on the down stroke, is exhausted.) DOWN STROKE: Steam force "XX" on small piston is balanced by equal steam force '`YY" on large piston. Steam force "ZZ" on large piston is balanced by equal steam force "AA". Steam force "B" on the remaining area is the net steam force which pushes the ram down. The area on which "B" acts is exactly equal to the area of the small piston including the piston rod. EFFECTIVE AREAS AND FORCES From the above it follows that the effective areas.'are: Upstroke: The dierence between the areas of the two pistons. Downstroke: The total area of the small piston (including the piston rod). For the three sizes of differential hammers.used by the Raymond Company, the actual figures ______ are as follows: Size of Hammer a. Dia. Large Piston b. Dia. Small Piston c. Area Large Piston In. 1 In. Sq. In. 50C 14 &7Ao 153.940 65C 16 9J4 201.060 soc 17 10% o 226.9S0 d. Area Small Piston Sq. In. = -- =e. Effective Area Upstroke c d "ZZ" Sq. In. - -- f. Upward Steam Force with 120# steam in cylinder = =g. Effective Area Downstroke d "B" Sq. In. 55.917 98.023 11,763# 55.917 67.201 133.859 16,063# 67.201 81.516 145.464 17,456# 81.516 - h. Downward Steam Force with 120# steam in cylinder 6,710# 8,064# 9,782# j. Weight of Ram 5,000# 6,500# 8,00-0# k. Total downward Force h-f*j m. Total Weight of hammer n_. Lre..ngtih of' Stroke - [ 11,710# 11,782# Ft. J . . 1.2917 14,564# 14,675# 1.3333 17,782# 17.S85# 1.375 EXX 012623 BROWN 4 ROOT, INC. JOB NO. 34-1202 EXXON REFINERY BAYTOWN, TEXAS CONTRACT RC-1079C REV. 5-1-74 Par. 5 (a) SPECIAL PROVISIONS OF A SUBCONTRACT 0) Subcontractor must furnish his employees with numbered badges which Identify Subcontractor's company. Persons not so identified will be denied entrance by security forces, except as visitors. (2) Even though General Contractor or Owner may furnish general jobsite security, it is emphasized that such services are gratuitous and are offered without guarantee Of performance. Subcontractor is responsible for temporary fencing and other facilities necessary for the adequate protection of his materials, tools and personnel. (3) Cameras, sound and/or video-tape recording devices will not be permitted on site without written consent of the Project Manager. Subcontractor must not release photographs or information for publication or to outside sources without written consent of the Project Manager. (4) Subcontractor must submit a report daily to General Contractor, indicating the number of workmen on the job and the hours worked by each for the previous day. (5) Subcontractor permission to work overtime, weekends, holidays or hours other than normal project working hours shall be requested in advance from the Project Manager, for approval. > (6) A graded area will be provided for Subcontractor's office, storage and work spice. Subcontractor is responsible for providing his own offices, temporary sanitation facilities, telephone, ice and covered storage for materials. Subcontractor is responsible to receive, unload, store and install his own materials and supplies. (7) An area designated for employee parking will be furnished outside the construction gate, and private vehicles will not be permitted inside the gate. (8) General Contractor will furnish to Subcontractor, at no cost, only the following if required and requested by Subcontractor, except for special provisions in writing elsewhere in this Subcontract: Copies of applicable drawings, specifications and standards reasonably needed for work execution. Drinking water, not cooled, will be made available at existing connections. 110 volt electric power will be made available for lighting and small tools. (9) Subcontractor will be required to comply with provisions of the "Basic Safety Rules" adopted by Brown 4 Root, copy of which is attached. Subcontractor, not later than twenty-four (24) hours after occurence of any accident, must provide a detailed written notice of the accident to the General Contractor. In addition to the Brown i Root Safety Rules, Subcontractor shall comply with all of the terms and conditions contained in Exxon's publication entitled "Contractor's Responsibilities for Safety, Plant Protection, and Traffic Regulations," dated May 1, 1973, said publication being made a part of this Subcontract by reference. General Contractor will furnish copies of this publication to the Subcontractor. The rules and regulations contained in the "Contractor's Responsibilities" shall apply to all subcontractors and their employees. Before starting work under this Subcontract, Subcontractor shall obtain from Brown 4 Root copies of these regulations. Subcontractor shall notify its employees, its lower-tier subcontractors, and employees of the provisions of said regulations and Shall secure compliance therewith by all such parties; and Subcontractor shall not allow any of such persons to begin work inside Exxon's Baytown Refinery until such notification has been given them. Said "Contractor's Responsibilities" are designed as minimum requirements for Subcontractor, and Subcontractor shall take any additional precaution necessary or proper under the circumstances to prevent injury or death to persons or damage to property. Neither compliance with such regulations by Subcontractor nor approval by General Contractor of any actions or procedures of Subcontractor as provided therein shall relieve Subcontractor of its obligation always to use due care in performing viork hereunder. In addition to the above regulations, . It Is mandatory that all employees of Subcontractor entering the refinery wear long sleeved shirts at all times while inside the refinery. flO) Invoices for payment for work performed under this Subcontract shall be mailed in triplicate to the following address: Brown & Root, Inc. P. 0. Box 4321 Bavtown. Tevxr 7peon EXX 01262A BROWN & ROOT, INC. and ASSOCIATED COMPANIES BASIC SAFETY RULES The Basic Safety Rules to be followed by all Company and Subcontractor employees on all Company jobs are: 1. Hard hats will be worn by all employees while on construction sites. 2. Safety glasses or other prescribed eye protection will be worn by all employees while on construction sites or while working in a shop or plant area. f 3. Employees will not ride the load, hook, or headache ball. 4. Booms and blades will be lowered to the ground at the completion of each days work. 5. All electrical tools and equipment will be properly grounded. 6. Compressed air will not be used to dust off hands, face or clothes. C. 7. It will be the responsibility of each foreman to hold regular crew safety meetingsat least once every week. t 8. Good housekeeping will be recognized as an integral part of every job. 9. Employees will work fully clothed. 10. Compliance with the Company's safety regulations, as well as those established by the Owner as they apply to our work by contractura! agreement, is a condition of employment. 11. Federal and State Safety Standards must be complied with at all times. 12. The use of drugs, alcohol and "horse play" on the job are strictly prohibited. From a practical standpoint certain exceptions tq the above basic rules are recognized; therefore, it is the responsibility of the Job Superintendent or Project Manager to work with the Houston Office Safety Department before any changes are made in the Basic Safety Rules. EXX 012625 Brown 'RccUnc. EXXON FUELS EXPANSION PROJECT Post Office Drawer 4321 Baytown, Texas 7520 Phone (713) 427- June 18, 1974 JEW-55-74 Raymond International, Inc. Raymond Concrete Pile Division 6300 Richmond Avenue, Suite 112 Houston, Texas 77027 Attention: Mr. C. H. Roth, District Manager Subject: Letter Agreement Piling at Exxon Refinery, Baytown, Texas Reference: Raymond Proposal PW-74008-H Brown & Root Subcontract 34-1202-0277 Gentlemen: Brown & Root shall indemnify Raymond International for losses involving Exxon property or use thereof in excess of $1,000,000. In addition, Brown & Root certifies that Raymond's pile driving work areas involved in this contract will be free from underground pipelines and Brown & Root will further verify this condition by excavating such areas approximately 8 ft. below normal grade. There are certain overhead product lines located in the area of the work which will contain petroleum products. It would be expected that Raymond exercise caution when their work is in close proximity to these lines. There are.no operating process units in the immediate area and no tankage which would be directly affected by a job-site accident. It is not anticipated that Exxon will have operating personnel within the work area and that Brown & Root will restrict other personnel to a minimum in the v/ork area. Brown & Root will provide adequate roadways and specify routes to allow safe movement of Raymond's equipment. To clarify some of the risk which might be involved in case of an accident, the attached article entitled "EMERGENCY! EMERGENCY!" covers a recent fire involving overhead product lines within the Baytown refinery in which there was no serious personal injury or death and no resulting spread of fire. 4 / In order to further minimize the risk involving personnel, devices such as alarms to v/arn personnel will be installed to insure that Exxon's adjacent operating areas could take whatever safeguards which might be required in case there was an on-site accident. Very truly yours, Attachment (Article-8 Pages) J. E. Woodward Project Manager EXX 012626 Emergency! Emergency! "There's a fire at Exxon's Baytown Refinery," newscasts began, and almost as quickly, work was underway to get the refinery back on-stream. EXX 012627 emergency center February 8. Faced with what became the most **Tious fire in Baytown's 54-year tory, they reacted with the prac ticed precision of men trained to meet crisis with cool heads. After Operations Manager Joe Barsalou outlined the fire potential, Refinery Manager Jo Graves put a stand-by emergency plan in opera tion. Since many of the refinery and chemical plant process units had hydrocarbon fuel and product lines running through the fire zone, the unprecedented decision to shut down the entire manufacturing complex was made at the same time. "No sooner had the newscasts announced there was a fire at Baytown than they also were specu lating what effect this would have on already tight gasoline and fuel oil supplies," Barsalou recalls. "It was on our minds too. In fact our emergency plans are designed not only to meet the immediate prob lem but also to minimize any dis ruption of supplies to our custom ers. It shows in the way we fought the fire." The refinery's volunteer fire de partment went into action about the same time that Bill Meyer fled from his car. Other employees besides Meyer had seen the ominous white cloud and called out volunteer fire As the fire gradually bums itself out, firefighters keep watch over effort to protect pipelines and storage tanks not affected by the fire. v.frjr'ty-rarhttf^t.-iii |V ; - V- ,, I J. . it .Vf ilQ: v .ft-;'. EXX 2628 crews as a precautionary measure. Once the blaze started, the im mediate goal was to prevent the ^domino spread of fire from storage lk to storage tank throughout the 2,400-acre refinery and chemical plant. Directing their fire hoses at tanks and pipelines not yet ablaze, the firemen tried to keep them cool to prevent products in storage from burning. Meanwhile, as the firefighters kept the blaze contained, the re finery's emergency task force went into action. John McCulley, whose normal job is head of Baytown's fuels department, is operations chief during an emergency. Using an in-plant emergency radio network, he obtained a first hand assessment from the fire scene -- the fire was limited to the relative ly small area around a piping mani fold and a cluster of more than 100 pipelines which carry different gases and fluids to be processed. The once ruler-straight lines were engulfed in flames, becoming twist ed and tangled in total disarray as other pipelines failed. Incoming reports gave the task force enough information to make a decision: All valves controlling ac cess to those lines must be closed to isolate the area. The team assembled in the emer- lency crews close valves controlling the flow of fuel elines in the fire area, literally starving the fire to death. gency center before a map identify ing each pipeline and tank by num^er and by contents and showing le location of all valves. Singling out all equipment in volved, the task force told the fire men what materials were in lines in the fire zone. They then set about closing all appropriate valves, a four-hour process. With this new information the vol unteer firemen decided how to fight the fire: They would continue to contain it by keeping all surround ing equipment cooled down. With the valves closed, the fire would feed only on material remaining in the lines. Eventually it would burn out. "We could have used foam on the fire," John Alliston, refinery process superintendent, recently transferred to haadquarters refining, said later. "But we didn't want to put the fire out before it consumed ail the com bustible materials in the lines. Other wise there could have been reigni tions and more fire later when men began dismantling and repairing the damage." About three hours after it started, the fire was isolated and under con trol. A minor fire feeding on line drainage was allowed to burn for about 48 hours. The last flames were snuffed out two days after the fire started. Like spaghetti, once arrow-straight pipelines mark the bumed-out area. Bill Meyer's company car is in the left foreground. EXX 012630 As a result of the fire, one man employed by a contractor at the refinery was hospitalized with sec- nd-degree bums. Nine employees were treated at the refinery medical department for minor injuries and immediately returned to work. Refinery officials agree that quick and diligent action by the volunteer fire department saved lives and pre vented further destruction. John Alliston describes how the 48-man firefighter organization works. "They have a continuing training program with both class room lectures and actual firefight ing experience. Twice a month we set limited fires at the refinery fire training grounds so the men get some actual experience." Simu lated drills are also held regularly on process units. During and immediately after the fire, the emergency task force faced the problem of refinery production. All operations ceased as a result of the fire and stayed shut down until it was safe to begin startup procedures three days later. Until repairs were completed, however, the refinery would operate at less than full production. At the time of the fire, Baytown was pro cessing 260,000 barrels of crude oil a day. What products would be cut back while repairs were underway? Crews begin an around-the-clock effort to dismantle the mangled metal. More than 100 pipelines traverse the fue area. What were the priority units to be put back on-stream as soon as pos sible? What else could be done to ea*e the disruption? efore the damaged equipment had cooled down," says Graves, "a plan to get back into operation was being formulated." Because of the nationwide short age of crude oil, all Exxon USA re fineries were operating at less than full capacity before the fire. Within several days after the fire, two ship loads of crude oil, which had ar rived at Baytown by pipeline, were shipped to other Exxon USA refin eries with the spare capacity to pro cess it Nearly a million barrels of crude were rerouted in this way. As a result, disruptions in the supply system were managed so that, by the end of March, all motor gasoline production lost because of the fire were made up. *..so, so that operations could be resumed quickly, several tem porary lines were installed to get certain critical units back on-stream, particularly those involved in gaso line production. Three days after the fire, several units were back in service with other processing facili ties being started up as repairs con tinued. "The result of the cooperative ef forts by all of the organizations at EXX 012632 the reinery -- and of the round-the clocl work by our repair crews -- wastha' our production rate had ri^rned to one-fialf the prefire level i weeks after the fire." says Graves. Over the weekend of March 2-3. the last of the units shut in by the fire was returned to service. By March 8, four weeks after the fire started, operations were essentially back to normal throughout the plant .jt the fire isn't entirely a thing of the past. A special investigative task force is working to determine the exact cause of the fire. John Racz, fuels expansion project exe cutive, is directing the investigation. Though the investigation report has not been completed, it is clear that the. fire started after a plant wide power failure. The refinery's electricity supply was interrupted when a 69,000-volt switch failed. /hen all of the power went out," says Racz, "process unit oper ations were upset throughout the plant. Some pressure within pipes and manifolds changed and then abruptly changed again when power was restored. We believe that was sufficient to put the line that leaked under enough stress so that a flange partially separated, thereby allowing the leak which caused the vapor cloud." EXX 012633 Brown 27Root,Inc. Post Office Box Three, Houston, Texas 77001 July 12, 1974 tfm. A. Smith Construction Company, Inc. F. 0. Bos 15217 Houston, Texas 77020 Attention: Hr. H. J. Krlegal Re: Subcontract No. 34-1202*0278 Railroad Track Work Rxxon Company, U.S.A. Baytown, Texas Gantlamen: We enclose herewith one tally executed copy of Subcontract No, 34-1202-0278 dated Hay 17, 1974, for your permanent file. Tours very truly. ,KF/R0/bc J. M. Franki Subcontracts Manager D.I/H. Dead (2/2 copies) A.hi. Billingsley (w/attach.7ier.t) J. E. Woodward EXX 012634 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC. SUBCONTRACT Job Number Subcontract No. 34-1202 (5) 34-1202-0278 RU/bc THIS AGREEMENT, made this 17 th_____day of_________ ^, 19__ by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and Bn. A, Smith Construction Company, Inc. P. 0. Box 15217Telephone: (713) 672-0568 (Name. Street Address and Telephone Number) aTexas Corporation________________________________________________ (Give State of incorporation and whether a corporation, partnership, or proprietorship) with principal offices at Houstonstate nf Texas 77020______________________________________________________ hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with_-------------- Exxon Company, U.S.A. (Name of Owner) i hereinafter called the "Owner", for the construction of Baytown fuels expansion project iNature of construction under General Contract) Baytown, Texas (Cityl (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing all labor, tools, equipment, materials, supervision and all other things necessary to construct railroad trackage for unloading facilities in strict accordance with the following documents which are attached hereto and made a part hereof and as further detailed herein. 1. Browt & Root, Inc. Drawing No. Rl, Sheet 1 of 1, dated February 27, 1974. 2. Exxon Company, U.S.A. Baytown Engineering Standard No. 4-70-1 3. Exxon Company, U.S.A. Baytown Engineering Standard No. 4-70-1.10 -- Continued on Page 2 -- EXX 012635 Page 2 of 9 Subcontract No. 34-1202-0278 2. The price for the Sublet Work shall be: a firm lump sum amount of SIXTY-SEVEN THOUSAND TOO HUNDRED AND NO/100 DOLLARS ($67,200.00) including all applicable sales/use taxes. f 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than_ July 1. 1974. 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived--------- XXX---------------; Required 5. Other special provisions of this subcontract are: (a) The Sublet Work shall include but not be limited to the following new and used materials: 1. The rail will be 9021 relay having a maximum head wear of 1/4". The joint bars will be relay, correctly drilled to fit the drilling of the rail. Tie plates wil 1 be relay 7" x 9", four hole punched. 2. The 110-lb. rail will also be relay along with the matching relay joint bars and relay tie plates correctly punched to fit the base of the rail. 3. Track bolts will be new along with new nut locks of proper size and length to fit either the 90 or 110 lb. rail. 4. Track spikes will be new 5/8" x 6", using four per cross tie. 5. The No. 8 110-lb. relay turnout is in excellent condition, consisting of rigid bolt frog, double reinforced 16'6" non-insulated switch points complete with plates, braces, and a #36D Abex Switch Stand or equal, with a 3'6" connecting rod. -- Continued on Page 3 -- EXX 012636 1.5(a) (Cont'd.) Page 3 of 9 Subcontract No 34-1202-0278 6. The No. 7 90-lb. turnout will be new, consisting of a selfguard manganese frog 16'6" double reinforced non-insulated switch points, complete with plates, braces, switch stand and 3'6" connecting rod as described above. 7. Slag ballast will be furnished with sufficient place to provide for the typical section accompanying the Subcontractor's proposal. 8. Cross ties will be new 8'0" in length creosote pressure treated. The switch ties will also be new 7" x 9" creosote pressure treated. 9. The 110-lb./90-lb. will be compromise joints, will be relay, and will be used behind the 110 lb. turnout. (b) The Subcontractor certifies that the new and used materials listed heretofore and inspected and accepted on May 9, 1974 by Bill Perry, General Contractor's Chief Construction Inspector, are earmarked for and will be furnished for the work described herein. (c) With reference to the track cross-section detail on Page 3 of BTES 4-70-1.1C, the follow ing comments apply: 1. The sub-grade soil materials have been excavated, backfilled and compacted, with a top layer of lime-stabilized clay brought to grade by General Contractor at line indicated for bottom of ballast, noted as "Dimension A". 2. Dimension A is to be twelve (12) inches, and the ballast material must be Huroc. (d) The General Contractor will furnish the following at no cost to the Subcontractor: 1.. Six (6) prints of "approved for construction" drawings and Baytown Standards. 2. Field engineering and layout. 3. Site preparation and sub-grade stabilization. 4. Re-working of the security fence. (e) There shall be no road crossings considered for the new trackage. -- Continued on Page 3A -- EXX 012637 Page 3-_^__ of 9 Subcontract No. 1202-0278 (f) Subcontractor must connect to an existing track now serving Industrial Chemical Division of Stauffer Chemical Company at a point as indicated on the Drawing R-l. The existing track is constructed of 110# rail, which will require a compromise section to the 90# rail specified for the trackage to be constructed. The Owner will provide any agreements, which he deems necessary, with Stauffer Chemical Company. (8) Exxon Chemical, Exxon or ERE "Contractor's Responsibilities for Safety, Plant Protection and Traffic Regulations" for Subcontractors in Baytown Plants dated May 1, 1973 hereby becomes a part of this Subcontract. (h) "Special Provisions of a Subcontract", Job No. 34-1202, are attached hereto and made a part hereof. ` (i) Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. (J) All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractors' Project Manager and not directly to the Owner. (k) Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this Subcontract. (1) Before commencing work and before this Subcontract becomes effective,, the Subcontractor shall furnish the General Contractor with his Certificate of Insurance. (m^ The attached sheet entitled "Equal Opportunity Clause" hereby becomes a part of this Subcontract. (n) Two copies of the General Contractor's "Affidavit for Subcontractors" (Form P-7) are attached. Subcontractor shall execute and return one copy with his final or retainage invoice. -- Continued on Page__-- EXX 012633 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialfnen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for the Sublet Work, ar t he beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the . :o site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner. General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012639 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and Genera] Contractor for any materials furnished by Owner or General Contractor -^which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con- ractor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (1) year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects, Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not. judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor. General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, Generil Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. Jn the event Gen era] Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes f action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed. Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than.the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein, General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces, General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be final and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there- om, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con-tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012640 Form BR1X-61 3/72 Page 6 of 9 11- The emplovees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful nd workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof. General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given of a new address. r 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and S500.000 per accident. Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person 'accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury ........................................................................................................... Property Damage .................................................................................................. $100,000 per person $300,000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury .....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage .............................................................................................................................$100,000 per occurrence -- Continued on Page 7 -- EXX 012641 d. If Marine vessels are Involved: Hull Insurance.............. Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner/ 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such onds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be speclied by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and'or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970, as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012642 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the itisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event, General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work, Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or. if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or f3 < by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of ''know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the-course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been ncluded the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such ems shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 0126*3 Form BR1X-61 3/72 Page 9 of 9 Subcontract No.. 34-1202-0278 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX VIZ*** Brown&RodtJnc. Post Office Box Three, Houston. Texas 77001 Jttly 3, 1974 United Portable Building Co. 110 H. Alexander Dr. Baytonw, Tens 77520 Re: Subcontract Ho. 34-1202-0291 Om Portable BalUlag Exxon Coapany, 9.3.A. Baytown, Taxaa Centlaaen: l We enclose baravlth one folly executed copy of Subcontract Bo. 34-1202-0291 dated Jtme 7, 1974, for your permanent file. Tours very truly nan & root, me 1. M. FRANK/ J. M. Tranki Subcontracts Manager JMF/RU/bc Enclosure ( bcc: Messrs. J. P. Lanat (w/original) J. E. Woodward EXX 012645 BROWN & ROOT, SUBCONTRACT RU/bc Form BR1X-61 3/72 Page 1 of 9 Job Number___34-1202 (5) Subcontract No----- 34-1202-0291 THIS AGREEMENT, made this______ ________ day of, 19_Z.4. by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and United Portable Building Company------- 110 N. Alexander Drive,Telephone: (713) 427-1018 (Name. Street Address and Telephone Number) aKAP.SrttQ__________________________________________ ___________ .with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship; Baytown, State ofTexas--Z25.2U-------------------------------------------------------------------------------------------------------------hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with------------------------------------ .------------------ Exxon Company. U.S.A.t, hereinafter (Name of Owner) called the "Owner", for the construction of_Refinery Facilities Expansion------------------------------------------- (Nature of construction under General Contract; ____________________________________________ Baytown.Texas (City) (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing all labor, materials and equipment to construct a 20' X 30' portable building in strict accordance with Brown & Root drawing dated 5/30/74, entitled: "Floor Plan 20' X 30'" which is attached hereto and made a part hereof and as further detailed herein. Subcontractor's written proposal dated April 17, 1974, is hereby referenced. -- Continued on Page 2 -- EXX 12&46 Page 2 of 9 Subcontract No. 34-1202-0291 2. The price for the Sublet Work shall be: a firm Cotal ainount; 0f FIVE THOUSAND THREE HUNDRED EIGHTY-FIVE AND NO/100 DOLLARS ($5,385.00) Total price is further distributed as follows: (Cost Codes) Labor Materials $2,154.00 3,231,00 067-04 068-04 TOTAL $5,385.00 Subcontractor shall not invoice Texas State or Local Sales Tax. General Contractor holds Direct Payment Authorization No. 3-00001-7733-4. 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than. as specified by General Contractor's Project Manager. 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived_____ XXX; Required 5. Other special provisions of this subcontract are: (a) The specifications for the building shall be as follows: 5.1 Building: The building shall be 20' X 30' and be made up of (2) 10' X 30' sections prefabricated at Subcontractor's manufacturing plant: joined together, blocked and leveled on General Contractor's site. 5.2 Siding & Roofing: Siding shall be Kaiser Twin-Rib plain aluminum. Roofing shall be Kaiser Diamond-Rib. 5.3 Roof Line: The roof line shall have aluminum trim to complement the overall appearance of the building. 5.4 Interior: The building shall be completely insulated with 3" rock-wool batts. Wiring shall all be in Romex with llOv. double receptacles installed every 8' around inside perimeter of building. (See Floor Plan) Paneling shall be United Portable's standard prefinished vinyl print. All door and window moldings will be coordinated to comple ment the paneling. -- Continued on Page 3 -- EXX 012647 . I-5 (Cont'd.) Page 3 of 9 Subcontract Mn 34-1202-0291 j.5 Flooring: Flooring shall be 3/4" plywood with 1/8" vinyl asbestos floor tile installed over it. 5.6 Carpentry Work & Foundation: Each 10' X 30' section shall have (2) 4" X 6" creosoted skids running the length of the building. Floor joists shall be 2" x 8" mortised into skids on the ends and 2" x 6" inside on 16" centers with 2" X 8" mortised in every 10' of length. Studs and ceiling joists shall be 2" x 4" 24" on centers. 5.7 Ceiling: Ceiling shall be Cathedral-Type finished with insulating ceiling board with a white textured surface. Beams shall be stained to complement interior. 5.8 Doors: Doors shall be double 3064 hollow-core, painted to match exterior trim. (See floor plan). 5.9 Windows: There shall be (6) 4030 sliding windows with Venetian blinds installed. (See floor plan). 5.10 Air/Heat: Each 10' X 30' section shall have (1) Fedders 14,000 BTU Air/Heat unit installed. (See Floor Plan) * i 5.11 Lighting: Lighting shall be provided by (6) 8' two-tube fluorescent fixtures. floor plan) (See 6. Subcontractor shall guarantee his work for a period on one year against any and all defects in workmanship or materials--per Subcontractor's proposal dated April 17, 1974. "7. Floor plan drawing of the herein-described building shall bear approval signature of General Contractor's authorized representative. 8, General Contractor will perform site preparation for the building. 9. Location of the building will be designated by the General Contractor. 10. The building will be designed and fabricated to Subcontractor's Standards in accordance with provisions of the Southern Building Code and National Electric Code; and construc ted to withstand a wind loading of 25#/S.F. 11. Owner's duly authorized representatives shall have access, at all reasonable times, to all Subcontractor's personnel, job descriptions, employment and qualification records, -books, records, correspondence, instructions, plans, drawings, receipts, vouchers, data stored in computers and memoranda of every description pertaining to work under this Subcontract for the purpose of auditing and verifying costs of work or for any other reasonable purpose. Owner's representatives shall have the right to reproduce any of aforesaid documents. Subcontractor shall preserve, and shall cause its lower-tier subcontractors to preserve, all the aforesaid documents for a period of two years after completion and acceptance or termination of Work. 12."Special Provisions of a Subcontract" Job 34-1202 dated 5/1/74 are attached hereto and made a part hereof. -- Continued on Pagp 3A -- EXX 012648 Page 3- .A of 9 Subcontract No, 34-1202-0291 3. Exxon Chemical, Exxon or ER&E "Contractor's Responsibilities for Safety, Plant Protec tion and Traffice Regulations" for contractors, subcontractors and suppliers at Baytown Refinery, Baytown Chemical Plants and Baytown Facilities Exxon Research and Engineering Co. dated May 1, 1973 hereby becomes a part of this Subcontract. 14. Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. 15. All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner, 16. Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this Subcontract. 17. Two copies of the General Contractor's "Affidavit for Subcontractors" (Form P-7) are attached. Subcontractor shall execute and return one copy with his final or retainage invoice. 18. Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Certificate of Insurance. J / -- Continued on Page_4_ EXX 012649 H. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for khe Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012650 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor 'hich are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con/actor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one (1) year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects, Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor, General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General* Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. Irj the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work. Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b) that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, \mages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes ..i action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed. Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his own forces, General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be nal and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal therejm, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con tractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012651 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful and workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given df a new address. f 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person/accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury .......................................................................................................... Property Damage .................................................................................................. $100,000 per person $300,000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury .................................................................................................................................... $100,000 per person $300,000 per occurrence Property Damage ............................................................................................................................ $100,000 per occurrence -- Continued on Page 7 -- E*X 012652 Form BR1X-61 3/72 Page 7 of 9 d. II Marine vessels are involved: Hull Insurance.................................................................................................................................... Full Value of Vessel Protection and Indemnity Insurance ......................................................................................... Full Value of Vessel but not less than $500,000. General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner.^ 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such ,onds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec ified by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and K-ilth Act of 1970. as the sa...e may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21, The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered 's being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012653 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct id complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the .tisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event, General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work, Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or. if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3> by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. i I 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply wi,th all applicable Federal, State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 23. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees,, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of know-how" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to. or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been 'luded the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such _.ms shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible! and such items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the Genera] Contractor. -- Continued on Page 9 -- EXX 012654 Form BR1X-61 3/72 Page 9 of 9 Subcontract Mo. 34-1202-0291 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. Date: (Title). ~Y EXX 012655 BrownSj'ROOtlnC, Post Office Box Three, Houston, Texas 77001 Jtae 26, 1974 Co*seal Tatting Laboratory 1313 S. Pruett Baytown, Texas 77502 Re: Subcontract Ro. 34-1202-0288 Teeting Service* Exxon Company, O.S.A. Baytown, Texas Gentlemen: We enclose herewith one fully executed copy of Subcontract lb. 34-1202-0288 dated June 5, 1974, for your permanent file. Tours very truly, BBCffl & ROOT, HC. ORIGINAL SIGNED BY J. iVi. FRANK! J.M. Pranfci Subccutracts Supervisor JMF/EU/bc Enclosure (r TWS COPY bcc: Messrs. J. P. Laniar (w/original) D.H. Dodd (2 w/2 copies) A. M. Billingsley (w/attachment) R. W. Stephens i / EXX 012656 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC SUBCONTRACT Job Number 34-1202 (5) RU/bc Subcontract No. 34-1202-0288 THIS AGREEMENT, made this___5_hday ofJune1974 by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and____Coastal Testing Laboratory 1515 S. Pruett,Telephone: (713) 427-1443 ____________________ (Name. Street Address and Telephone Number) aPartnershipwith principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship! Baytown, state nf Texas 77520 hereinafter called the "Subcontractor", WITNESSETH WHEREAS, General Contractor has entered into a general contract with---------------------------------------------------------- Exxon Company. U.S.A.----------------------------------------------------------------------------------------------- (Name of Owner) f called the "Owner", for the construction of Refinery Facllties expansion------------------------------------- ----------- (Nature of construction under General Contract) - *Baytown,Texas ___________________________________________________________________________________________ i^ity) (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: Furnishing sufficient qualified technicians and testing facilities and equipment to provide complete testing services in connection with jobsite placement of concrete materials, soils and base materials, and as further elaborated upon in other pro* visions of this Subcontract. Subcontractor's written proposal dated January 23, 1974 is hereby referenced. -- Continued on Page 2 -- EXX 015657 Page 2 of 9 Subcontract No. 34- 1202-0288 2. The price for the Sublet Work shall be: for services provided at the following rates: A. For first technician, by the month (on 40 hours per week basis) @ $2,500.00 per month. For second technician, by the month (on 40 hours per week basis) @ $2,150.00 per month. For each additional technician, same as for second technician. B. Any time over an eight (8) hour day on Monday through Friday and all day Saturday, Sunday and Holidays will be at the overtime rate of $15.00 per hour per technician. All applicable State Sales and Use Taxes are included in the above rates. It is agreed that the prices stated above will remain firm through July 27, 1975, at which time they will be reviewed for possible adjustment as affected by cost-of-living increase or decrease. * 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than expiration date of the firm prices agreed to be July 27, 1975, after whirh . ext eat ion-, can hp. made upon mutual consent of. both parties^------------------------------------------------------- 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due SubcontractytQ^til such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived------------------------------- : Required 5. Other special provisions of this subcontract are: (a) 6. Services to be provided by this Subcontract include concrete mix designs, concrete mixing plant (whether on-site or off-site) control, jobsite concrete placement control, aggregate analysis, air checks, slump tests, concrete plant and job inspection; and making, pickingup,- curing, capping, testing and reporting concrete cylinders or beams. Also, included is compaction testing and inspection of soils and base materials, optimum moisture/density relationship (Proctor curve), in-place moisture/density tests on soil or base materials, and any other tests that may become necessary during construction of this Project. 7. A suitable location on the jobsite will be provided by the General Contractor for the Sub contractor to furnish and provide a suitable portable building with telephone and fully equipped for testing concrete and soils. The monthly rates herein also include full pay ment for expenses and transportation for all technicians provided by this Subcontract, and include full-time use of a nuclear density testing device for obtaining fast field density results. -- Continued on Page 3 -- EXX 012658 Page 3 of 9 Subcontract No. 34-1202-0288 8* At the outset, concrete materials will be delivered from a vendor's established local ready-mix plant. At some future date, it is intended that a concrete batching plant will be erected on the jobsite and operated by another Subcontractor to furnish, mix and deliver concrete to pouring locations. It will be the responsibility of the inspector-technician to: (a) Prepare and test initial concrete mix designs in accordance with applicable specifications and to prepare additional mix designs when directed by General Contractor. (b) Control batching and mixing operations at supplier's plant to assure that materials meet the required specifications and that the batch plant is controlled to produce concrete products confirming to the mix designs. (c) Make continued tests of cement, water, aggregates and mixing operations to assure that materials are being delivered to meet specifications. Daily testing of aggregates will include gradation, foreign substance, specific gravity, and moisture, (d) Furnish cardboard molds for making concrete test cylinders. Take concrete from the delivery truck chute at time of depositing concrete to make slump tes$s and to make cylinders for compression testing. (e) Properly mark each cylinder for identification, properly cure and store cylinders and perform compression testing at times called for in applicable specifications. (f) On a timely basis, issue typewritten reports of all test in quantities and per distribution as designated by General Contractor, and in a format acceptable to General Contractor. (g) Be available at the jobsite at all hours of the work day to perform tests of soils and/or base materials being placed, and to make test results known immediately to assist Contractor's placement of subsequent lifts of compacted materials. 9. The basis for testing parameters will be all applicable specifications prepared for this Project by Flour Engineers and Constructors, Inc. and all applicable Baytown Engineering Standards prepared by Exxon Company, U.S.A. and other special instructions issued by General Contractor. 10. It will be the responsibility of the Subcontractor to furnish an adequate quantity of technicians at the jobsite on a continuing basis to perform tests of concrete and soils required by the job scope and progress. The number of technicians assigned to the Project will be determined by the volume of testing services to be performed and only as agreed to by General Contractor's Project Manager. 11. It is the responsibility of Subcontractor to coordinate all work with General Contractor's superintendents in charge of each portion of the work and to cooperate with other suppliers and subcontractors to provide the best possible service and to achieve place ment of materials in an optimum manner. Esso Research and Engineering Company (ERE) has been retained by the Owner for overall project management. Thus, the Subcontractor is expected to cooperate with ERE representatives in the course of performing this work. -- Continued on Pagp3A -- EXX 012659 Page 3-_A__ of 9 Subcontract No. 34-1202-0288 It will be the responsibility of this Subcontractor to perform testing services for all concrete and soil materials placed by General Contractor, which is to include those materials placed at the jobsite by other Subcontractors of General Contractor. 13. Owner's Audit Rights Owner's duly authorized representatives shall have access, at all reasonable times, to all Subcontractor's personnel, job descriptions, employment and qualification records, books, records, correspondence, instructions, plans, drawings, receipts, vouchers, data stored in computers and memoranda of every description pertaining to work under this Subcontract for the prupose of auditing and verifying costs of work or for any other reasonable purpose. Owner's representatives shall have the right to reproduce any of the aforesaid documents. Subcontractor shall preserve, and shall cause its lower-tier subcontractors to preserve, all the aforesaid documents for a period of two years after completion and acceptance or termination of work. 14. Exxon Chemical, Exxon or ER&E "Contractors' Responsibilities for Safety, Plant Protec tion and Traffic Regulations" for Contractors, Subcontractors and Suppliers at Baytown Refinery, Baytown Chemical Plants and Baytown facilities Exxon Research andi Engineering Co. dated May 1, 1973 hereby becomes a part of this Subcontract. 15. Attached hereto and made a part hereof are "Special Provisions of a Subcontract" Job No. 34-1202 dated 5-1-74. 16. Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. All inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner. 18. Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this Subcontract, 19. Two copies of the General Contractor's "Affidavit for Subcontractors11 (Form P-7) are attached. Subcontractor shall execute and return one copy with his final or retainage invoice. 20. Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Certificate of Insurance. -- Continued on Page___-- EXX 012660 n. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials fexcept as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmen, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for die Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. S-ibcc; -actor shall ---'-'-r. the Sublet Work t . 3r..i he se,J directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier. Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or. in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim. Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall be performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection. accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish ail facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012661 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or General Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con- actor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one 11) year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor, General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. In* the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (b' that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, damages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes action, damages or injuries resulting from or alleged to result from the sole or concurring negligence of General Con tractor, or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field, General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein, Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his Own forces, General Contractor may charge Subcontractor with an additional ten (lOSc) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be 'inal and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there- om, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con^n-actor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012662 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any obligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful md workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof twhether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. Tn the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only in the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given qf a new address. i 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long- . shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and, subject to minimum limits of $250,000 per person and $500,000 per. accident. Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory $100,000 per person,'accident b. Comprehensive General Liability, Including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury ........................................................................................................... Property Damage .................................................................................................. S100.000 per person $300,000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury .....................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage ............................................................................................................................ $100,000 per occurrence -- Continued on Page 7 -- EXX 012663 d. If Marine vessels are involved: Hull Insurance....................................... Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. ` I 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such onds shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec.tied by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of, Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered as being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 01266* Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct >nd complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the tisfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and specifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event. General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work. Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or, if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. < i 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal. State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the Subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "knowhow" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of, relating to, or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been `ucluded the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such ims shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such ""Items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012665 Form BR1X-61 3/ 72 Page 9 of 9 Subcontract Mo. 34-1202-0238 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012666 Brown 7Root,Inc. Post Office Box Three, Houston, Texas 77001 J*ne 14, 1974 34-jJ.e^ TOT Services, Inc. P. 0. Drawer 'U" Stafford, Texas 77477 Attn: Mr. G. H. Cain Ra: Subcontract So. 34-1202-0247 Stopple Plugging and Hot Taps Exxon Company, D.S.A. Baytown, Texas Gentlemen: Ve enclose herewith one fully executed copy of Subcontract So. 34-1202-0247 dated May S, 1974, for your perwanent file. Also enclosed is Change Order Ho. 1. Tours very truly broth & boot, me. rTGhED av . ; ?.. 7TANK! J.M. Pranki Subcontracts Supervisor JMF/KD/bc Enclosure bcc: Messrs, J. P. Lamar (w/originali D. H. Dodd (2 w/2 copies) A1 Billingsley R. W. Stephens J. E, Woodward EXX 012667 Form BR1X-61 3/72 Page 1 of 9 BROWN & ROOT, INC SUBCONTRACT Job Number 34-1202 (5) RU/bc Subcontract No___34-1202-0247 THIS AGREEMENT, made this____thday nf May____________________________________ 19 74 by and between BROWN & ROOT, INC., a Texas Corporation, 4100 Clinton Drive, Houston, Texas, (P. O. Box 3; 77001) hereinafter called the "General Contractor", and TPW Services,. Inc. P. O. Drawer "W"Telephone: (713) 499-1587 (Name. Street Address and Telephone Number) a Oklahoma Corporation, licensed to operate in the State of Texas with principal offices at (Give State of incorporation and whether a corporation, partnership, or proprietorship) SJalfard, State ofTexas--Z2A2Z hereinafter called the "Subcontractor", WITNESSETH WHEREAS, Genera! Contractor has entered into a general contract with------------------------------------------------ t Fvvnn dnmpany, IT.S.tA.--------------------------------------------------------------------------------- (Name of Owner) / called the "Owner", for the construction of_____Baytown Fuels Expansion Plant--------------------------.............. (Nature of construction under General Contract) (City) Bavtown.Texas (State) WHEREAS, Subcontractor desires to perform that portion of the work as required by the general contract, which is described below as "The Sublet Work"; NOW THEREFORE, it is mutually agreed by and between General Contractor and Subcontractor as follows: I. SPECIAL CONDITIONS 1. The Sublet Work consists of: furnishing all labor, materials, equipment, tools, supervision and all other things necessary for installing stopple plugging and hot taps in strict accordance with Exhibit "A" which is attached hereto and made a part hereof, project plans and specifications and as further detailed herein. -- Continued on Page 2 -- EXX 012666 Page 2 of 9 Subcontract No. 34-1202-0247 2. The price for the Sublet Work shall be: the firm unit prices as detailed in Exhibit "A", which exclude all applicable sales/use taxes. The unit prices detailed in Exhibit "A" are firm for the period February 1, 1974 through January 31, 1975. The unit prices detailed in Exhibit "A" exclude the reimbursable premium for the required $50,000.00 Payment and Performance Bonds. Subcontractor shall submit the two bonds in individual documents and invoice the premium separately. I 3. The time of completion of the Sublet Work shall be as provided in paragraph 4 of the General Conditions but not later than as specified hy flpneral fontractor's Project Manager_______________________________ 4. The payment and performance bonds provided for in the General Conditions must be delivered before any work is performed by Subcontractor hereunder and no payment becomes due Subcontractor until such delivery, unless delivery at this time is expressly waived. Immediate Delivery of Bonds are: Waived; Required aaa 5. Other special provisions of this subcontract are: (a) Payment will be made only for those units entered daily on a written report acceptable to both parties and signed each day by authorized representatives of the Subcontractor and General Contractor. (b) Sufficient labor and proper types of materials and equipment shall be on the jobsite when ordered in advance by the General Contractor's Job Superintendent. (c) Subcontractor shall assume full responsibility that materials and equipment furnished meet he conditions of the job required. -- Continued on Page 3 -- EXX 0126^9 Page 3 of 9 Subcontract 34-1202-0247 (d) or Che purpose of quality control General Contractors' or Owner's representative shall have access to the work at all times. (e> Exxon Chemical, Exxon or ER&E "Contractor's Responsibilities for Safety, Plant Protection and Traffic Regultions" for contractors, Subcontractors and suppliers at Baytown Refinery, Baytown Chemical Plants and Baytown Facilities Exxon Research and Engineering Co. dated May 1, 1973 hereby becomes a part of this Subcontract. (f) "Special Provisions of a Subcontract" Job No. 34-1202, dated 5-1-74 are attached hereto and made a part hereof. (g) Subcontractor must furnish his own warehousing and miscellaneous workmen's supplies. 00 .1 inquiries the Subcontractor may have concerning this Subcontract must be made through the General Contractor's Project Manager and not directly to the Owner. (i) Subcontractor shall contact the General Contractor's Project Manager to schedule and coordinate this Subcontract. (j) Before commencing work and before this Subcontract becomes effective, the Subcontractor shall furnish the General Contractor with his Payment and Performance Bonds, and Certifi cate of Insurance. 4 -- Continued on Page EXX 01870 H. GENERAL CONDITIONS Form BR1X-61 3/72 Page 4 of 9 1. Subcontractor represents that he is familiar with the physical conditions and availability of labor and materials in the area of the Sublet Work and all other items affecting the performance of the Sublet Work. 2. Subcontractor agrees to perform the Sublet Work in a careful and workmanlike manner, in accordance with the best construction practices and this Subcontract, and to furnish all supervision, labor, supplies, tools, equipment, facilities, storage, and materials (except as Owner or General Contractor specifically agrees herein to furnish) and all other things and services necessary or desirable to perform the Sublet Work. 3. General Contractor agrees to pay Subcontractor for the performance of the Sublet Work the amount specified in Paragraph 2 of Section.I, and to make partial payments monthly to Subcontractor within fifteen (15) days after Subcontrac tor's invoices, approved by General Contractor's field representative, are received by General Contractor, except that General Contractor shall retain ten percent (10%) of the amount of each partial payment on the Sublet Work, until final completion of Subcontractor's work, and the balance shall be paid within thirty (30) days after final completion and acceptance of Subcontractor's work by Owner, upon a proper invoice submitted by Subcontractor accompanied by an affidavit that all bills for labor, materials, taxes, services and other costs of the Sublet Work have been paid and indemnifying General Contractor and Owner therefrom and a release by Subcontractor of any further claims against General Contractor and Owner. Payment of any partial payment may be withheld until Subcontractor furnishes satisfactory proof of payment of all bills for labor, materials, taxes, services and other expenses in connection with the Sublet Work, and that all claims for changes or extra work have been settled. Until final completion and delivery of the Sublet Work, to the extent required by applicable law, all funds paid to Subcontractor shall be held in Trust for application solely to payment of laborers, materialmeji, fabricators, subcontractors and others furnishing elements of the Sublet Work. Subject to performance by General Contractor of its obligations hereunder, title to all materials, components, fabricated items, and work in process intended for thfc Sublet Work, and the beneficial interest in all purchase orders or subcontracts therefor, shall vest in Owner immediately upon delivery to the job site, or identification to this Subcontract, or commencement of fabrication in Subcontractor's or a supplier's shop, or award of a purchase order or subcontract; provided, that this provision shall not relieve Subcontractor of the absolute duty to complete and deliver the Sublet Work in good condition, and to comply with all other obligations hereunder. All payments hereunder may be made by General Contractor's affiliated company and all such payments shall be considered as payment hereunder. 4. Subcontractor agrees to commence the Sublet Work immediately when instructed and to prosecute same in coordi nation with the work of others and with sufficient equipment, supervision and manpower to insure completion of each part of the Sublet Work within the time of completion herein provided, so as not to cause damage or delay in the work of others. Subcontractor shall perform the Sublet Work at the times, and in the sequence directed by General Contractor, or Owner, from time to time; and, in the absence of such instructions from General Contractor or Owner, at the times, and in the sequence reasonably necessary to avoid delay in the performance of the work required by the General Contract at whatever rate of progress General Contractor may make in performing the work directly or through other Subcontactors. In the event Subcontractor be delayed by the Owner, General Contractor, or another contractor performing work on the project, or by the ordering of extra work or by force majeure, General Contractor shall owe Subcontractor only an extension of time, and then only if written request therefor is made by Subcontractor within forty-eight (48) hours from the beginning of the delay. 5. If any part of Subcontractor's work depends for proper execution or results, upon the work of any other contractor or Supplier, Subcontractor shall inspect the work of the other contractor or Supplier and promptly report to General Contrac tor any defects in such work, or the performance thereof that adversely affects the proper execution, and the obtaining of the desired results of the Sublet Work. Subcontractor's failure to inspect and report any such defects shall constitute an acceptance of the other contractor's or materialmen's work as fit and properly performed. Subcontractor shall endeavor to settle by agreement or arbitration, all claims asserted by any other subcontractor, materialman, or other person arising from Subcontractor's own acts or omissions, or in any manner relating to the performance of the Sublet Work; and in the event General Contractor or Owner shall be sued on any such claim, Subcontractor shall defend such suit, and pay or satisfy any judgment rendered therein against General Contractor, or Owner, and pay all costs, including attorney's fees incurred by General Contractor or Owner. 6. Subcontractor shall, at its own expense, procure all required permits and licenses, and pay all fees and charges, and give all notices necessary and instant to the due and lawful prosecution of the Sublet Work. Subcontractor shall comply with the requirements of any deeds and rights-of-way easement restrictions, and any permit requirement, and any instructions or regulations of any local, state or federal governmental agency or authority, and with the requirements of any one having the right to control how any portion of the Sublet Work is to be performed; provided, however, that the Sublet Work shall he performed to the satisfaction of the General Contractor and Owner. 7. Owner and General Contractor shall have the right to enter upon the site of the Sublet Work for the purposes of in spection, accounting, and performing such collateral work as Owner or General Contractor may desire. Subcontractor agrees to furnish all facilities deemed necessary by the General Contractor and Owner for the proper inspection of the Sublet -- Continued on Page 5 -- EXX 012671 Form BR1X-61 3/72 Page 5 of 9 Work and to account to the Owner and General Contractor for any materials furnished by Owner or Genera! Contractor which are being handled by Subcontractor. Subcontractor agrees to carry out such tests as are required by the General Con- actor to determine if the sublet work is being properly performed. Subcontractor shall protect the Sublet Work and bear and be liable for all loss or damage of any kind, including damage by the elements or otherwise to the Sublet Work or to ma terials or other items furnished by Owner, or General Contractor to Subcontractor, which may happen at any time prior to the time that Owner formally accepts the Sublet Work. Subcontractor shall warrant the Sublet Work to be free from de fects in material and workmanship and agrees to make good at Subcontractor's own expense any such defects or any failure to perform satisfactorily, which are discovered within one fit year from the time of acceptance by Owner of all the sub let work, or within one year from the time of commissioning by Owner of the Systems or Work to which the Sublet work relates, whichever is later. In the event of any such defects. Subcontractor agrees to consult promptly with General Con tractor or Owner to arrive at a satisfactory procedure, which, if possible, will enable the work to be kept in operation pend ing the correction of such defects. 8. Subcontractor agrees to indemnify and to save General Contractor and Owner harmless from and against all claims, suits (including counsel fees and other expenses of suit) whether groundless or not, judgements and awards on account of any damage to property or injury (including death) to person (including any damage or injury to the property or person of any employee of Subcontractor. General Contractor, or Owner) which may be caused or alleged to have been caused in whole, or in part by, or which may occur or be alleged to have occurred in connection with the performance of or while Subcontractor is performing the Sublet Work; provided that Subcontractor does not hereby assume responsibility for the sole negligence of General Contractor. 9. Subcontractor, notwithstanding the provisions of Paragraph 8, assumes all risks of loss or damage to Subcontractor's tools, equipment, or property from any cause, including the sole or concurring negligence of Owner, General Contractor, or any other Subcontractor performing work in connection with the work described in the General Contract. Ip the event Gen eral Contractor or Owner loans or furnishes tools or equipment to Subcontractor or permits Subcontractor aboard their vessels in connection with the Sublet Work, Subcontractor agrees (a) to make its own determination before commencing work that such vessels are seaworthy and such tools and equipment are adequate for the safe performance of the work by Subcontrac tor; (bl that such tools, equipment or vessel are loaned or furnished and accepted by Subcontractor without warranty or representation by General Contractor or Owner as to their condition; (c) to return such vessels, tools and equipment to General Contractor or Owner at the conclusion of such use in same condition as when received, ordinary wear and tear excepted; and (d) to indemnify and hold General Contractor and Owner harmless from all claims, demands, causes of action, 'amages and injuries from Subcontractor's use of said vessels, tools and equipment, including any claims, demands, causes . action, damages or injuries resulting from or alleged to result from .the sole or concurring negligence of General Con tractor. or Owner, or from the inadequacy or unseaworthiness of said vessels, tools and equipment for the performance of the Sublet Work. The assumption of risks and the indemnities in this paragraph 9 do not extend to the gross negligence or willful acts of the indemnitee. 10. In the event after seven (7) days written notice from General Contractor to Subcontractor, pointing out generally any deficiencies either in respect to the nature of the Sublet Work or in respect to the promptness with which the Sublet Work is being performed, Subcontractor has not corrected such deficiencies to the satisfaction of the individual in charge of this job for General Contractor in the field. General Contractor shall have the right to supplement the work of Subcontrac tor or to take over completely the performance of the remainder of the Sublet Work, either with his own forces, or by contract with others. Subcontractor grants General Contractor the option to use all or any part of Subcontractor's tools, equipment, machinery, materials, and supplies then in use in performing the Sublet Work and in the event General Contrac tor elects to use all or any part thereof, no rental shall be paid or given therefor, and no credit accrues therefrom, except insofar as the lack of any rental charge thus reduces the cost of completing the Sublet Work. Subcontractor also expressly waives any claim which he could assert in connection therewith, for use of such equipment in whole or in part on other projects and any profits anticipated thereon during the period such equipment or any portion thereof are so utilized by General Contractor in accordance with this provision. In the event the cost of supplementing or completing the Sublet Work is more than the amount of money Subcontractor is entitled to on the price basis provided herein. Subcontractor agrees to pay to General Contractor upon demand the amount of such excess cost, and in the event such cost of supplementing or completing the Sublet Work is less than the amount of money Subcontractor is entitled to on the price basis specified herein. General Contractor agrees to pay Subcontractor upon demand the amount of such difference between price and cost; provided, that if General Contractor shall supplement or complete the work with his o%vn forces, General Contractor may charge Subcontractor with an additional ten (10%) percent of the cost thereof. This right may be exercised from time to time as deemed proper and may be exercised even prior to the time specified for completion of the Sublet Work, and such exercise shall not be treated as a repudiation of this Subcontract, or interference with the Subcontractor in the performance of the Sublet Work, and the exercise of such rights shall not be regarded as relieving Subcontractor of his duties in respect to the performance of the Sublet Work; nor shall the exercise or non-exercise of such right prejudice any other remedy the General Contractor or Owner may have, including, without limitation, those specified in the General Con tract. Subcontractor agrees that the decision of the Project Manager in exercising the rights provided for herein shall be *mal and conclusive, but if Subcontractor objects and disputes the judgment of the Project Manager he may appeal there- im, within said 7 day period, to an executive officer of General Contractor designated by the President of General Con~rractor and the written decision of that designated officer after hearing Subcontractor shall be final absent actual fraud. Subcontractor agrees to cooperate fully with General Contractor and not to complain thereafter of the manner or cost of supplementing or completing the Sublet Work. -- Continued on Page 6 -- EXX 012672 Form BR1X-61 3/72 Page 6 of 9 11. The employees, representatives and agents of Owner and General Contractor shall not have the power to waive any bligations of the agreement between the parties for the performance by the Subcontractor of the Sublet Work in a careful nd workmanlike manner as provided herein. No waiver by the Owner or General Contractor of any breach by the Sub contractor of this Subcontract, or of any term or condition thereof (whether such waiver be expressed or implied), shall be deemed to constitute a waiver of or consent to any subsequent breach of the same, or of any other term or condition of this contract. 12. In the performance of the Sublet Work the Subcontractor is an independent contractor with the right to supervise, manage and control the performance of the details thereof, General Contractor and Owner being interested only In the results of the same and being entitled to inspect the performance of the Sublet Work by Subcontractor only to the extent necessary to assure such results. 13. Subcontractor shall not subcontract the Sublet Work or any portion thereof, nor assign any portion of the monies due or to become due under the Subcontract, without the written consent of General Contractor, and any attempt at such Subcontract or assignment without such consent shall be void. No subcontract shall relieve Subcontractor of his responsibility hereunder. 14. All written notices between the parties shall be by mail, properly stamped, addressed and delivered to the postal authorities, and any such notice shall be effective at midnight of the day during which the notice is so mailed. Such notices shall be directed to the address shown on page one of this Subcontract, unless written notice has been given of a new address. / 15. Subcontractor shall comply with all applicable laws, ordinances, rules and regulations of any governmental agency having jurisdiction, and with all terms and conditions of applicable permits, certificates, leases, restrictions, easements or dedications, and Subcontractor shall indemnify and hold harmless General Contractor and Owner from any fine, penalty, loss, damage or expense resulting from Subcontractor's failure to comply therewith. Subcontractor shall certify that all work is performed in compliance with the provisions of the Fair Labor Standards Act. 16. Subcontractor shall carry and maintain throughout the life of this Subcontract, at its own expense, insurance in not less than the amounts and coverage herein specified, and shall furnish certificates of such insurance in duplicate to General Contractor before commencing work. Certificates shall bear statements of insurors to the effect that insurance shall not be cancelled, reduced, nor allowed to expire, except upon thirty (30) days written notice delivered to General Contractor by registered mail. In the event Subcontractor sublets any part of the Sublet Work, it shall be the duty of the Subcontractor to require that every such Subcontractor comply with the insurance and other requirements of this Subcontract. Insurance shall be placed with companies acceptable to General Contractor and Owner. Subrogation against General Contractor, Owner and other contractors performing work in connection with the work described in the General Contract is hereby waived by Subcontractor and the policies shall be endorsed accordingly. The minimum insurance shall be the following amounts and coverage: a. Workmen's Compensation Employer's Liability (If marine operations are involved, endorsements shall include U. S. Long shoremen's and Harbor Worker's Compensation Act, Outer Continental Shelf Operations and. subject to minimum limits of $250,000 per person and $500,000 per accident, Amendments to Coverage B Endorsement-Maritime (including liability for disease and wages, maintenance and cure). Statutory S100.000 per person/accident b. Comprehensive General Liability, including coverage for liability assumed under this Subcontract and completed operations: Bodily Injury ........................................................................................................... Property Damage ................................................................................................... $100,000 per person $300,000 per occurrence $100,000 per occurrence c. Comprehensive Automobile Liability: Bodily Injury ......................................................................................................................................$100,000 per person $300,000 per occurrence Property Damage ..............................................................................................................................$100,000 per occurrence -- Continued on Page 7 -- EXX 012673 d. If Marine vessels are involved: Hull Insurance ....................................... Protection and Indemnity Insurance General Contractor and Owner shall be named as Assureds under such Hull and P&I, with respect to operations performed under this Subcontract. e. Other: Form BR1X-61 3/72 Page 7 of 9 Full Value of Vessel Full Value of Vessel but not less than $500,000. 17. There shall be no change in the unit prices, if any, described in paragraph 2 of Section I of this Subcontract, due to any variances between estimated and actual quantities of the Sublet Work, and there shall be due and owing from General Contractor only such sums as result from the application of the unit prices, if any, described in that paragraph, to the quantities of the Sublet Work performed, for which General Contractor received payment from the Owner. l 18. Subcontractor shall keep the premises under his control neat and orderly at all times and shall remove all trash and debris daily and at the end of the contract. 19. Subcontractor agrees to furnish payment and performance bonds within ten days should General Contractor so request in writing, whether before commencing the Sublet Work or at any time before completing the Sublet Work. Such ids shall be in form and with corporate sureties satisfactory to General Contractor, and in such amount as may be spec kled by General Contractor as adequate to cover performance of the Sublet Work, and any damages that may result from the breach of this subcontract. If immediate delivery is required by the Special Provisions, Subcontractor shall pay the premium; If immediate delivery is waived by the Special Provisions, General Contractor shall pay the normal premium, if the bond is required by General Contractor at a later date. 20. Subcontractor shall conform to the highest standards of safety practices in performance of the Sublet Work and shall conform to all safety practices and requirements of Owner or General Contractor. The Subcontractor warrants that any and all work performed and/or equipment delivered to General Contractor or Owner or its designee under this subcontract shall comply with all requirements of the Occupational Safety and Health Act of 1970. as the same may be amended from time to time and including all regulations adopted pursuant to such Act, and shall comply with all requirements of any applicable health or safety statute or regulation of any state or local government agency having jurisdiction in the location to which such equipment is to be shipped or such work is to be performed pursuant to this agreement. Subcontractor shall be solely responsible for compliance with all such laws or regulations without relying upon enforcement thereof by, or instruction of. Owner, Engineer or General Contractor and shall promptly report in full to General Contractor any safety or health inspections by governmental authorities. 21. The entire agreement between the parties with respect to the work on this project is expressed in this written Subcontract, and it is agreed that this Subcontract has not been based upon any oral representation, promises or state ments of any one representing General Contractor or Owner, and that this agreement is therefore based entirely upon the written documents constituting this Subcontract between the parties, and supersedes all proposals and negotiations not expressly set forth herein. It is further agreed that this agreement shall not be changed, modified, abrogated or super seded by any subsequent agreement unless it be in writing and signed by both parties. In the event a Purchase Order, Work Order or other similar document is utilized in conjunction with this Subcontract, it is understood that any printed provisions of such other document have no application and that the printed provisions of this Subcontract form are controlling, but the typewritten or handwritten provisions of such other document shall constitute a part hereof and shall be construed with all of the printed, typewritten and handwritten provisions hereof. Any requirement shown on the drawings, but omitted from the specifications, or any requirement shown in the specifications but omitted from the drawings shall be considered being required under this agreement as if set forth in both. 22. Should there at any time appear to be variation, contradiction or want of agreement in description, dimensions or quantities of the Sublet Work, Subcontractor agrees to refer immediately the matter to the General Contractor for decision before proceeding with the Sublet Work in respect of which the said variation, contradiction or want of agreement exists. -- Continued on Page 8 -- EXX 012674 Form BR1X-61 3/72 Page 8 of 9 The true intention and meaning of the Subcontract shall imply that the Subcontractor will in all respects, supply, construct and complete the Sublet Work in a workmanlike manner fully satisfying the intended function of the sublet work to the isfaction of General Contractor. All work which is manifestly necessary to carry out the intent of the drawings and ,-ecifications pertaining to the Sublet Work or which is customarily done in performing this type of work for the Owner or General Contractor shall be performed by the Subcontractor as a part of the Sublet Work. 23. General Contractor may at any time by a "Change Order" in writing, signed by General Contractor's authorized representative, and without notice to the sureties on any bond, change or issue additional instructions, change or issue addi tional specifications and plans, and change, omit or require extra or additional work to be performed by Subcontractor. In such event. General Contractor will have full authority to specify the amount and kind of work to be done, or omitted, the materials to be used, and the equipment to be furnished as fully as though such changes had been set forth in this subcon tract. When any change order shall authorize extra or additional work, Subcontractor shall make every effort to complete the sublet work as changed within the time originally agreed upon for completion, the time for completion not being extended unless expressly extended by General Contractor in writing. The General Contractor is authorized to make changes in the work which do not significantly increase the cost of the sublet work without the Subcontractor being entitled to any additional compensation therefor. If such change orders significantly increase or decrease the cost of the sublet work to Subcontractor, there shall be an increase or decrease in the consideration to subcontractor (1) in accordance with the unit prices specified in this subcontract agreement or, if General Contractor agrees that the unit prices are not applicable, either (2) pursuant to a lump sum proposal acceptable to General Contractor or (3) by the actual direct cost to Subcontractor of such change in the sublet work plus ten percent thereof, which costs directly related thereto will be supported by approved payrolls and paid invoices on additions to the sublet work and by agreed estimates of labor and materials deleted for decreases in the sublet work. Subcontractor further agrees that no extra work, or changes in the Sublet Work, or in the Subcontract will be recog nized or paid for, unless agreed to in writing and approved by General Contractor and Owner, before such work is done or such changes are made. 1 i 24. Subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, or sex. Subcontractor agrees that it will comply with all applicable Federal, State and local Fair Employment Practices Act, or similar Act. Rules and Regulations, and whether or not applicable will comply with the Federal Civil Rights Act of 1964. The terms and provisions of Executive Order 11246 and any Executive Order modifying or superseding same, are incorporated herein with respect to any Sublet Work subject thereto. 25. Regardless of any provision hereof or of any approval hereof the Owner is not a party to this Subcontract and the subcontractor agrees that the Owner is under no obligation to Subcontractor. 26. Subcontractor agrees to indemnify and save General Contractor and Owner harmless from claims growing out of patent infringements or claims thereto pertaining to the use of any tools, construction equipment or construction processes or technique by Subcontractor in the performance of the Sublet Work. 27. Subcontractor undertakes, on behalf of itself, its related companies and its or their employees, contractors, suppliers and agents, not to disclose to any third party or utilize except in connection with the performance of the Sublet Work, without Owner's prior written consent, any details of "knowhow" and specialist or technical information pertaining to the work (whether or not the property of Owner) which may come into its or their possession in the course of or in connection with the performance of the Sublet Work, provided, however, that the foregoing shall not apply to "know-how" and spec ialist or technical information which (i) was in the public domain prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or which subsequently becomes part of the public domain by publica tion or otherwise except by its or their wrongful act, (ii) was in its or their possession prior to its or their receipt thereof in the course of or in connection with the performance of the Sublet Work or (iii) are the same as information received by it or them from a third party having no obligation to Owner of secrecy with respect thereto. 28. All disputes, controversies or claims arising out of. relating to. or in connection with the Subcontract or the breach thereof, including, but not by way of limitation, any dispute as to the amount due Subcontractor by General Contractor, shall be finally settled by arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association by the arbitrators appointed in accordance with such Rules. The arbitration shall be held at a location at General Contractor's option. Judgment upon the award rendered may be entered in any Court having Jurisdiction or application may be made to such Court for a judicial acceptance of the award and an order of enforcement, as the case may be. This clause shall be construed under the laws of the sites of performance of the major portion of the Sublet Work. 29. Wherein any Certificate or Progress Payment invoice of which Subcontractor has received Payment there has been deluded the value of any unfixed materials, equipment or other items intended for or placed on the site of the work, such ns shall become the property of Owner (for loss or damage to which Subcontractor shall be solely responsible) and such items shall not be removed except for use upon the Sublet Work without the written authority of the General Contractor, moreover, construction plant and equipment brought onto the site for the purpose of performing the Sublet Work shall not be removed therefrom until completion of the Sublet Work without the written consent of the General Contractor. -- Continued on Page 9 -- EXX 012675 Form BR1X-61 3/72 Page 9 of 9 Subcontract No. 34-1202-0247 30. The Subcontractor shall be responsible for the correctness of the positions, levels and dimensions of the Sublet Work according to this Subcontract and the written instructions of the General Contractor, notwithstanding that the Subcontractor may have been assisted by the General Contractor or any other Contractor in setting out the same; and if at any time during the performance of the Sublet Work any error shall appear or arise therein, the Subcontractor shall, on being required to do so by the General Contractor, remove and change the Sublet Work to the satisfaction of General Contractor. 31. Except as otherwise expressly provided, this Subcontract shall be construed under the laws of the State of Texas. EXX 012676 ExkiLi+ "A EFFECTIVE FEBRUARY 1, THRU JANUARY 31, 1974 1975 STOPPLE1PLUGGING JOBS 1, Stopple and bypass fittings are not included in these prices, 2, Foisting gear and labor will be furnished by.others. All excavating and welding of fittings to line will be done by others. t 3, TDN SERVICES will furnish all tapping and stopple equipment and si technician to supervise the operation. 4, There will be a charge for transporting the tapping equipment, stopple plugging equipment and the^ technician from TDW SERVICES warehouse in Stafford, Texas to the j ob'"sTife" and-I'cTUrTr; These" charges, will-ce "on a per rile basis as follows: For 12" Stopple Plugging Jobs and Scalier For 14" Stopple Plugging Jobs and Larger $0,45 per aile $0.55 per mile 5, Prices quoted cover working days as set out on the stopple plugging price sheet under alloted days. 6, Due to the varying size of bypasses th*t may be used with a stopple application, it is very difficult to quote prices. Please contact the Office for quotes when bypasses are needed, 7, Temperatures of line in excess of 180 F. will he considered special and a price will be quoted on request. 8, Cast Iron and concrete pipe present unusual problems and are considered special. Please call our office for quotations. 9, These prices are based on a 8-hour day. There will he an additional charge beyond the 8-hour day at $20,00 per hour, or Each Additional Day charge whichever is lesser. EXX 012677 SIZE 2" Single 2" Double 3" Single 3" Double A" Single A" Double 6" Single 6" Double 8" Single 8" Double 10" Single 10" Double 12" Single 12" Double 14" Single 14" Double 16" Single 16" Double 18" Single 18" Double 20" Single 20" Double 22" Single 2o" Double 24" Single 24" Double 25" Single 25" Double 30" Single 30" Double ->'*It Single 36" Double STOPPLE PLUGGING PRICES MINIMUM TliE (DAYS) PRICE 2 720.AO 2 995.AO 2 720.AO 2 995.40 1 656.88 1 813.A5 1 673.20 1 1,125.40 1 1,008.95 2 1,330.25 1 1,087.15 2 1,389.60 1 1,104,00 2 1,535.20 2 1,875.10 3 2,867.05 2 2,078.42 3 3,240.96 2 2,917.37 3 4,233.26 2 4,037.90 3 6,022.50 3 4,670.30 3 7,251.50 3 . 5,008.10 4 7,903.20 3 5,941.70 4 9,644.^0 3 7,034.10 4 11,746.70 3 10,492.00 4 18,614.60 EFFECTIVE FEBRUARY 1, 1974 THRU JANUARY 31, 1975 EACH ADDITIO: $ 160.00 185.00 160.00 185.00 173.50 196.33 200.40 232.10 207.80 244.50 217.00 262.90 223-60 284.70 260.00 341.20 272.90 364.CO 381.40 484.50 411.SO 541.80 456.70 627.10 425.80 570.00 543.60 792.60 615.80 929.10 824.00 1,343.00 EXX 012678 EFFECTIVE FEBRUARY 1, 1974 THRU JANUARY 31, 1975 HOT TAPS 1, Tapping Valve will be in place ready for work to start when the TDW SERVICES Technician arrives at the work site, 2, Flanges on the Tapping Valves will be 150#, 300#, and 600# P.aised Face, Ring Joint and Non-Standard Flanges require Special Adapters and the price shown does not apply to these flanges, ` / 3, TD'J SERVICES will furnish all tapping equipment, (except valves and fittings) and a Technician to supervise the operation, 4, There will be a charge for transporting the tapping equipment end the Technician mv cr-yn>Tr-c p>.rmc? -f-r Texas to the job slte_and These charges will be on a per mile basis as follows: For 12" Hot Taps and Smaller For 14" Hot Taps and Larger $0.45 per mile $0.55 per mile 5, Tank taps, blind flanges, flat plate, cast iron, and concrete, pipe taps present unusual problems and a special price must be worked out when any of these are involved, 6, These prices are based on a 8ihour day. There will be an additional charge beyond the ;-hour day at $20,00 per hour,' or Each Additional Day charge whichever is lesser. EXX 012679 SIZE 2" 3" 4" ^6^ 8" 10" 12" 14" 16" 18" 20" 22" 24" 30" 36" EFFECTIVE FEBRUARY 1, 1974 THRU JANUARY 31, 1975 \ ' CM MAX TAPS PER DAY 6 4 4. 4 3 3 3 2 V 2 2 2 2 i l. HOT TAP PRTORS PRICE u~ $ 67.90 100.86 105.06 122.94 132.36 139.03 145.68 177.32 187.14 . 272.74 304.97 . 325.36 334.11 500.65 ' 545.02 EACH ADDITIONAL ;tap on sav:e day EXTRA PE (STAND3Y $ 21.50 f$ 87.90 43.10 50.10 63.91 100,86 ! 105.06 l 122.94 76.48 4-32.36 85.44 139.08 94.24 145.68 118.24 177.32 130.32 174.90 235.63 272.00 242.26 274.00 254,78 278.20 352.30 279.60 296.20 302.70 EXX 0126B0 effective FEBREAKY 1, THRU JANUARY 31, 1974 1975 SHORTSTOPP FLl'GCIXG PRICES MINIMUM Tit!?. ALLOWED PRICEEACH ADDITIONAL DAY 2" or Less (All) 3" (All) 4" Single 4" Double 1 1 1 1 $184.32 197.91 294.40 343.92 $131.00 132.20 148.40 152.40 6" Single 1 419.29 167.90* 6" Double 1 511.92 173,30; 8" Single 1 551.33 171.50 8" Double 1 646.57 179.50 10" Single 1 603.90 176.00 10" Double 1 639.00 187.40 12" Single 1 617.96 180.20 12" Double 1 786.00 194.70 EXX 0126S1 EFFECTIVE FEBRUARY 1, 1974 THRU JANUARY 31, 1975 LQNCSTOF? PLUGCINC PRICES 25 PSI MAXL'fUM PRESSURE SIZE 20" Single 20" Double 22" Single 22" Double 24" Single 24" Double 26" Single 26" Double MINIMUM TIME (DAYS) 2 3 2 3 2 3 2 3 PRICE $ 2,067.20 2,819.00 2,391.00 3,394.00 2,564.00 3,700.80 3,043.20 4,522.40 EACH ADDITIONAL DAY $315.00 444.00 315,00 , 444.00 i 315.00 444,00 315.00 444.00 EXX 012602 -* H EFFECTIVE FEBRUARY 1, 1974 THRU JANUARY 31, 1975 SPECIAL PLUGGING EQUIPHENT DW SERVICES, INC. now has special designed plugging equipment re 4" thru 12") for high temperature - high pressure pipe application, 'faxir.un temperature 650 - Maximum pressure 600 PSI, This service is considered a special application and a price will be quoted on request. EXX 012663 effective FF3RUARY 1, THRU JANUARY 31, 1974 1975 TDW SERVICES, INC. P.O, DRAVER "W" STAFFORD, TEXAS 77477 24 - HOUR EMERGENCY STAND-3Y NUM3ERS G,E, Cain, Manager Lee Avery, Office Manager Larry Sanders V. R. Blankenship Dave Brinknan Bob Taylor Kilt Cowlishav Phil Packvood Julian VanPol 713 - 473-7067 713 - 447-1386 713 - 772-5490 713 - 458-0829 713 - 453-5107 713 - 464-4132 713 - 771-1631 713 - 495-0855 713 - 774-7287 .. i > EXX 012664