Document NGXndege33vbNyoVo1GJEJbMD

<SUNOC SUN OIL. COMPANY post office box ; m i corpus chpisti t e <as June 21, 1977 Halliburton Services 6300 Richmond, Suite 124 Houston, Texas 77057 Attn: Thomas C. E. Clark, Area Manager Gentlemen: Please find attached Contract No. 5400-77-002 and attachments. Please execute both copies and return one copy, "Original Return to Owner" as soon-as possible. Thank you. Very truly yours. DKC/bv D. K. Coker # S (B) 00384 J ALLI BURTON SERVICES INDUSTRIAL CLEANING DIVISION TOM CLARK Aren Manager 6300 RICHMOND, SUITE t?4, HOUSTON, TEXAS 77007 June 14, 1977 Mr. W. S. Richardson Suntide Refinery P. 0. Box 2608 Corpus Christi, Texas 78403 Subject: Field Service Contract 1_ Dear Sir: Per our discussion of June 14, please find enclosed a copy of correspondence addressed to me regarding changes in your Field Service Contract form. As you can readily see, many of the changes and deletions pertain to construction work which is not applicable in our type service. I trust the changes, deletions and notation are satisifactory and that we can work out an agreement whereby Halliburton Services can continue to perform work for Suntide. If I can be of service, please do not hesitate to contact me. Yours very truly TC: DS Enel. cc: Mr. William Moody Mr. D. J. Sargent Thomas C. E. Clark Area Manager #S(B) 00385 *i i , i* J Halliburton SERVICES LEGAL DEPARTMENT ROBERT E. RICE Vice President Lege I JOHN 8. COOPER Senior Counsol WILLIAM C. McCOY Senior Counsel JOHN H. TR6GONING Patent Counsel Writer** Direct Dial Number (405) 251-3087 (405) 261-3760- DRAWER 1431, OUNCAN. OKLAHOMA 73533 eceived JUN 13 1977 ........SERVICES STAFF ATTORNEYS Phillip H. Loonard Robert O. Bailey Robert A. Athorton Charles R. Lnne Don L. Cooper W. Den Myors Ronald L. Scott PATENT ATTORNEYS Thornes R. Weaver Floyd A. Gonzalez Robert S. Nlsbett James R, Ouzen June 10-, 1977 T. C. Clark Area Manager Industrial Cleaning Division 6300 Richmond - Suite 124 Houston, Texas 77057 Re: Contract for Industrial Cleaning Services Suntide Refinery - Corpus Christi, Texas Dear Tom: # S (B) 00386 Attached please find five copies of the Suntide Contract. I have reviewed the proposed contract routed to me through D. J. Sar gent and have made some changes, deletions and additions. First of all, on the first page of the Contract you should ^ probably try and negotiate the agreements to be effective for at least one year, and if possible attempt to use it as a master con tract for on-going services during the Contract term. Under Ar ticle 7d. Builders Risk Insurance, I have deleted "d" entirely. Builders risk coverage was intended to protect construction in progress and is really not applicable to the services we will be performing. Suntide should have ample protection for any loss which is caused by the negligence of Halliburton under our insurance policies, and as you know our coverage should be more than ample to satisfy any require ments they have under Article 7 for "a., b., or c." . The majority of the changes that I have made, and deletions, apply to the general terms and conditions on the back of the Contract. I have deleted under "3. Guarentees and Remedies" the second and third paragraphs which provide that the Contractor is to guarantee all work for twelve months, and that if the Owner is dissatisfied with the work Contractor shall "repair or replace" as necessary to meet the guarantee or satisfy the Owner. You should probably explain to the customer that although we have the finest research facilities available in the indus try and certainly take considerable pride in our work, we simply cannot guarantee that any cleaning work, no matter how well done, or any piece of equipment, no matter how thoroughly cleaned, will stay clean for any specific period, be it a day, a month or a year. It seems to me that T. C. Clark June 10, 1977 Page 2 it is reasonable to eliminate this provision and fair to both parties, since we have no control what is run through a system that has been cleaned, or a piece of equipment that has been cleaned, once we leave the area of the jobsite, and the Contract, as it is written, would amount to much more than a warranty that we did the job we were intended to do and would, in effect, amount to an agreement not only to clean the equip ment one time for a specific price, but for that same price to keep it clean for the twelve month period. I have next deleted "4.Title to Work", and have done so for several reasons. Since we are not doing any construction work, or actually bringing any material, equipment or supplies that will remain on the jobsite, there is no actual construction involved or no addition being made to the premises of the Owner. This distinguishes our work from that of a construction contractor. Further, studies, designs, drawings, and speci fications and the like prepared by us would be made and intended for our own use, and would not be the equivalent of blueprints or plans used for construction work. I can see where the Owner would wish to retain blue prints of plans of buildings or equipment built and retained on its pre mises for future reference and repair and modification. Any such plans that we would prepare would be strictly for our own use, and may, in fact, involve confidential material, or more appropriately, written matter and specifications that are more aptly covered under paragraph 16 re lating to confidential information. I have deleted "5. Patent Infringement" as written in the Owner's contract and have inserted in lieu thereof a new paragraph 5 which is in Exhibit A, which I have added to the Contract. The new paragraph 5 should still provide the protection the Owner is seeking from claims involving patents, but makes our obligation and the Owner's obligation much clearer. I have deleted under "6. Termination, Cancellation and Suspension" part of the last sentence in the first paragraph. The language I have taken out would have rendered liable to the Owner for all costs Jmcurred in completing the work in the event that the Owner considered us to be in default for one reason or the other. In essence, if we were 'asked to leave the job, and the Owner hired someone else to complete the work, we would pay the bill of the other company who actually finished the project. Default seems a remote possibility, I feel that any services actually performed by Halliburton will benefit the cleaning job and would be sufficient offset-.to cover the damages that the Owner might suffer by virtue of reducing the work any subsequent contractor would be required to perform , and therefore reducing his bill. Also, it goes without saying that we have some reluctance to undertake the bill for services of a competitor under any circumstances. I have deleted "8. Liability and Indemnity" in its entirety and substituted in its place a new paragraph 8 which is found in Exhibit A to the Contract. There are several strong policy reasons for this change, but let me first of all state that any fair reading of the para- ^ # S (B) 00387 T. C. Clark June 10, 1977 Page 3 graph, as amended, should make it clear that Halliburton will pay for losses occasioned by its own fault. For your review and use in nego tiating the Contract, I will explain at least part of our reasons behind our reluctance to grant indemnity as requested. First, we are effectively self insured for the major part of our insurance program by pure retro spective premium plan, and our primary coverage is written through High lands Insurance Company, which is itself a Halliburton Company. For this reason, we do not really insure ourselves against loss in the traditional sense, except in the most catestrophic of cases, but we do reduce the cost of our coverage. Second, we have a very carefully developed reputation with our own employees, and a considerable loyalty from the vast majority of them built on the premise that we will take care of them if injured on the job. This extends far beyond our formal obligations under any Work men's Compensation statute and includes payment of salary and other bene fits. Our own benefits from this are hard to measure precisely-; but we are justifiably proud of our record and certain that this has been the key to our good relations with our people and has played no small part in reducing our claims costs. We are, therefore, extremely reluctant to enter into contracts which by virtue of indemnity provisions require us to take an adversary role with a Halliburton employee. While we offer the best available service in our field, our prices are generally highly competitive, in part, because our insurance and claims procedures reduce our overall costs in this area, and we feel the benefit of our pricing for the quality service offered more than offsets any sharing of risk of the work resulting by our refusal to indemnify a customer. Finally, we object to the inequity for paying for losses not caused by our own negligence or for the entire loss where our negligence was only a minor causitive factor. We do not object to paying our proportionate share of a claim where there is joint liability, and I believe the lang uage I have inserted in paragraph 8 places the burden in a manner that is fair and equitable to both parties. Next, under "10. Inspection, Testing and Acceptance", I have de leted part of the last sentence in the paragraph immediately following the phrase "Contractor shall be relieved of any further responsibility". The language I have deleted referred back to the guarantee provisions in section 3 which I have taken out of the Contract, so it was-necessary to remove this reference back. I have stricken "16. Confidentiality" as written in the contract and inserted a new paragraph 16 in Exhibit A to the Contract. In the rapidly changing world of technology, it is impractical and against our company policy to agree to keep information confidential indefinitely, or to agree "never" to reveal such information. It has been our ex perience that five years is agreeable to most of our customers for retaining a confidential nature of such information. Also, I have added language requiring identification and marking of such information, as the customer may wish to be kept confidential for the mutual pro tection of both parties and set out the four most common exceptions to this covenant of confidentiality. Here again, I feel this simply amplifies and better explains the agreement of the parties and their duties as respects such confidential information. # S(B) 00388 \ C. Clark rune 10, 1977 t-age 4 Finally, I have deleted "22. Builders Risk Insurance" in its entirety. These provisions contemplate construction or additions to existing facilities being built by the Contractor, and since we will not be undertaking any such work, I see no reason for us to provide builders risk insurance and am not convinced that any carrier would actually write a policy of this type to cover our cleaning operations. Our liability coverages under our insurance policies should provide adequate protection for any work actually done by Halliburton and any problems arising caused by Halliburton's negligence. Should you have any questions about the Contract as amended, or if you need assistance in negotiating the Contract in final form with the customer, please feel free to call on me, and I'll be glad to assist in anyway I can. Very truly yours, TOM: ew Attachment cc: B. G. Taylor, w/attachments D. J. Sargent, w/attachments John B. Cooper, w/attachments W. DAN MYERS Senior Attorney # S (B) 00389 J EXHIBIT "A" 5. PATENTS: Upon receipt of written Notice of claims and suits from Owner, Contractor agrees to hold Owner free and harmless from any damages by any court of final jurisdiction in respect of suits for patent infringement filed against Owner which are based upon equipment used by Contractor in the performance of services under this Contract, provided Owner shall give Con tractor (1) prompt Notice of claims and suits, (2) all neces sary cooperation subject to reimbursement of reasonable ex penses, and (3) right to control any negotiations for settle ment, said suit, and appeals elected by Contractor and any an cillary litigation deemed necessary by Contractor. 8. INDEMNITY: Contractor shall contribute toward payment of any claim or judgment arising from or in connection with the work undertaken by Contractor and brought by any third party or Owner or Owner's employees, for property damage or bodily in jury or death, that portion of the total damages equal to the percentage of negligence attributable to Contractor, provided such negligence proximately caused the event or occurrence made the basis of such claim. 16. CONFIDENTIALITY: Contractor does further understand that Owner desires the Contractor perform chemical cleanjng services (here inafter referred to as SERVICES) as described in the specifi cations herein or in purchase orders issued with reference to this Contract and that certain Owner Proprietary Information may be required to be disclosed to Contractor by Owner in or der to facilitate performance of the SERVICES by Contractor. Accordingly, to cover the disclosure of Proprietary Infor mation : (a) Owner agrees to disclose the Proprietary Information to Contractor in an amount sufficient to enable Contractor to perform the SERVICES. All disclosures made by Owner pursuant to this agreement shall be made in the form of writing and those written disclosures which provide the Proprietary Information shall be identified and marked "CONFIDENTIAL" by Owner. Any disclosure made orally to Contractor by Owner shall be promptly thereafter reduced to writing and those portions providing Proprietary In formation shall be so indicated by Owner with "CONFIDEN TIAL" marking. (b) Subject to the exceptions set forth in numbered para graph (c) below, Contractor agrees to use reasonable efforts to maintain in confidence and to use reasonable efforts to prevent the disclosure to any person or per sons outside its organization for a period of five (5) years from the effective date of this agreement, all written Proprietary Information marked "CONFIDENTIAL" provided to Contractor by Owner. Contractor further agrees not to ,use any of the Proprietary Information V_ which it is obligated to maintain in confidence pursuant to this agreement for any purpose other than to perform the SERVICES and to provide quotations to Owner for the performance of SERVICES Contractor may make copies of written Information pro vided by Owner only to the extent necessary for the per formance of the SERVICES. On completion of I tic SERVICES, Contractor agrees to return to Owner all written Propri etary Information supplied by Owner and to destroy all copies thereof. However, should Contractor desire to retain any such written Proprietary Information, it shall receive the written approval of Owner to do so. # S (B) 00390 EXHIBIT "A" (Continued) Page 2 (c) The confidential obligation imposed on Contractor pur suant to numbered paragraph (b) above shall not extend to any information disclosed by Owner which Contractor can show by reasonable proof: (1) to have been in the public domain at the time of its receipt by Contractor under this agreement; or (2) to have become generally known to the public through no fault of Contractor following its receipt by Con tractor under this agreement; or (3) to have been known by Contractor prior to its receipt by Contractor under this agreement; or (4) to have been disclosed to Contractor by a third party, on a non-confidential basis, who has no legal duty, known to Contractor, to Owner to maintain the infor mation in confidence. In the event that any of the Proprietary Information disclosed to Contractor by Owner pursuant to numbered paragraph (a) falls within the exceptions of paragraph (c) above, Contractor agrees to identify the said infor mation in writing and to point out to Owner the exception covering such information. (d) Any disclosure by Contractor to Owner for purposes of establishing that any part of the Proprietary Information disclosed hereunder to Contractor by Owner falls within any of the exceptions of numbered paragraph (c) above may include information considered confidential by Contractor. With respect to any such information considered confiden tial by Contractor which is disclosed by Contractor to Owner pursuant to this numbered paragraph (d) Owner agrees to maintain such information in confidence, to the extent that Owner maintains its own corresponding infor mation in confidence, for a period of five (5) years from the effective date of this agreement. (e) Each party hereto shall be free at all times to publish and to use its own confidential information which it dis closes to the other party. (f) The effective, date of this agreement shall be the date on which it is accepted by Owner. It is hereby mutually agreed by and between Contractor and Owner, that the terms and conditions of this agreement shall govern the rights of the parties as a result of Industrial Cleaning operations by Contractor for Owner and shall supersede and control over any provisions in any purchase order or contract or any written or oral agreement relating to such Industrial Cleaning operations for so long as this agreement is in effect unless both parties expressly exclude a particular Job in writing before commencement of the work and any such contract shall specifically identify and refer to this agreement and state clearly that this agreement shall not apply as to such Job. # S (B) 00391 SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania CORPUS CHRIST! REFINERY P. O. BOX 2608 CORPUS CHRIST!, TEXAS 78403 INFORMATION REGARDING THIS OROER CAN BE SUPPLIED BY Q.K.Coket OELIVER BY | OATE ) vendor's truck ACCOUNT OR APPROPRIATION NUMBER [TERMS net 30 Halliburton Services TO 5398 Leopard Corpus Chrlstl Tex* 78403 PLEASE SUPPLY, SUBJECT TO TERMS OF THIS ORDER QUANTITY M,,1X 1 MATERIAL/COMMODITY UNIT 1 COOE [xj PURCHASE 9eQMXKXU8Jt8XX | | CONTRACT RELEASE NOTE. SHOW OROER ANO CONTRACT NUMBERS ON ALL INVOICES. PACKAGES CORRESPONDENCE. BILLS OF LADING. SHIPPING PAPERS. PACKING LISTS. 6 OELIVERY TICKETS. OROER NO CONTRACT NO. 400-77-212 SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania P. O. BOX 2608 CORPUS CHRIST!, TEXAS 78403 Attention: Materials Management ATTACH TO INVOICE RECEIPTED FREIGHT BILLS OR BILLS OF LADING COVERING ANY TRANSPORTATION CHARGES INCLU0E0. SAME AS INVOICE TO" UNLESS OTK&RWISE NOTED H ErF SHIP TO: DESCRIPTION UNIT PRICE AMOUNT This contract is written to cover contractors perforaance of service- labor, equipment, material and supervision as directed. Charges will be as per Halliburton's quotation on file In Sun's Purchasing Department. Halliburton will advise Sun in writing thirty (30} days prior to any change of price. Requests for services and instructions regarding performance will be given by Sun's E. 3. Derry, 3. D. Johnson, R. L. Delahoussaye or H. T. Bentley or their delegated representative. A requisition number will be given to Halliburton at tlcae of service request. The requisition msaber and this contract nuaber must appear on all delivery tickets, time sheets and Invoices. All delivery tickets and time sheets oust he approved (signed) by Sun Personnel who requested services or his delegated representative. This contract shall continue In force froa year to year unless cancelled Or revised upon a thirty (30) day written notice by either party. Note: This contract replaces Contract Ho. 400-75-113 PURCHASING AUTHORITY SUN 3676*1 C PTD. IN U.S.A. WORK COPY 5 # S(B) 00380 .lxxx. j. SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania CORPUS CHRISTI REFINERY P. O. BOX 2608 E purchase | | CONTRACT RELEASE INI OHMATlON REGAHOlf4Q THIS ORDER CAN BE SUPPLIED BY typed BY. D. SC- Cflft er ___________________ OELIVER BY ( OATE ) SHIP VIA OATE NOTE: SHOW ORQER AN O CONTRACT NUMUERS ON ALL INVOICES packages, correspondence. BILLS OF LADING. SHIPPING PAPERS._PACKING LISTS. & OELIVERY TICKETS. OROER NO. CONTRACT NO. vendor*s truck 1-U-7Z, ACCOUNT OR APPROPRIATION NUMBER SALES Ofl USE TAX JH NOT CITY OR XISUBJECT STATE J3L _nclL Alice, Texas_ Halliburton TO P. 0. Box 111 Alice,Texas 78332 INVOICE IN TRIPLICATE TO: .400-77-233 SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania P. O. BOX 2608 CORPUS CHRISTI, TEXAS 78403 Attention: Materials Management ATTACH-TO INVOICE RECEIPTED FREIGHT 81LLS OR BILLS OF LADING COVERING ANY TRANSPORTATION CHARGES INCLUDED SAME AS "INVOICE TO" UNLESS OTHERWISE NOTEO HERE. SHIP TO: PLEASE SUPPLY, SUBJECT TO TERMS OF THIS ORDER ITEM QUANTITY MATERIAL/COMMOOITY ___________COPE__________ DESCRIPTION UNIT PRICE AMOUNT This contract Is Issued to cover purchases of Halliburton Gel, $4.30 cwt Travel Tine $25.00 per This contract Is for the period Hard) 1, 1977 thru February 28, 1978 and from yeas to year thereafter until canceled In writing. Orders trill be placed by phone by Herron Brown, or Itta. S. Richardson. Sun will not be responsible for materials ordered by other than nased above. This contract rnaaber Bust be shown on each delivery ticket and Invoice. Deliver direct to the Boiler House (by-pass our Receiving Departaent). : Invoicing shall be as per delivery. NOTE: This contract replaces Suntide Refining Company Contract Ho. 400-75-18 PURCHASING AUTHORITY SUN 5676-1 C PTD. IN U.S.A. #S(B) 00381 WORK COPY 5 n* x or SUN PETROLEUM PRODUCTS COMPANY A Division of Son Oil Company of Pennsylvania CORPUS CHRISTI REFINERY P. O. BOX 2608 CORPUS CHRISTI, TEXAS 78403 HMAIION MMiAHlMNo THIS OMOtR CAN BE SUPPLIED BY 0. IL Cater VI If Ilf | OAT E i SHIP VIA I vatear** OUNI OR APPROPRIATION NUMBER J_IxL tellf f. 0. te U1 AHcs.Tanu B PURCHASE | | CONTRACT RELEASE note SHOW ORDER and CONIRACI NUMBERS on All INVOK ES PACKAGES CORRESPONDENCE Bn i S Of lading shipping PAPERS PACKING LISTS OELIVERT TICKETS CONTRACT NO ____ 400-77-233 SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania P. O. BOX 2608 CORPUS CHRISTI, TEXAS 78403 Attention: Materials Management ATTACH TO INVOICE RECEIPTED FREIGHT BILLS OR BILLS OF IA0ING COVERING ANT TRANSPORTATION CHARGES INCLUDED SAME AS INVOICE TO UNLESS OTW E RW IS E-N O T E O HERE SUBJECT TO TERMS OF THIS ORDE R 0UANTITT ] UNIT materiau/commooity CODE TO. DESCRIPTION ^ UNIT PRICE TMs 1* te Mlterte tel. 34*30 1 Tfat AMOUNT TMs catenet Is fm tte pirM terek 1* 1977 tte* Mtmty S, 1971 ate tea jot ts ir tteraiffr tell caacalte to Hrtttaf. Ortert will ba plate Iqr ptea W teM Imu vteS. Kldartea. Sm Mil te ba raptelbla fir Is IHWlSS. tallvar Mvad te tte Mlar Item (te-pate mr tentvtaf teparteate). lavsiclaf itell te te par teUvaay. #SLB1 00368 2X1 rWV. min mfvHMWMwn m finuui. cmis stu jumwaii, c\.w**MCNUtu ytwuu*. tic, Mt*t 1 o, 1 >9-79 < c u O' N. S. Rldurdso SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania CORPUS CHRISTI REFINERY P. O. BOX 2608 CORPUS CHRISTI. TEXAS 78403 INFORMATION REOAHOINO THIS 00f CAN SC SUPPLIED BY Km Cofcnr______________ OtLiVfcR BY ( DATE ) SHIP VIA Vondor*s truck ACCOUNT OR APPROPRIATION NUMBER SALlsT"tIEMPT ow USE TAl SUBJECT not' SUBJECT ri CITY OR STATE TX FOB Nat Mica. Tins TO Halliburton Snnrlcns P.0. Box 111 Allen. Tsxu 78332 QJ) purchase JttMPtIBM/order QJ CONTRACT RELEASE NOTE SHOW ORDER AND CONTRACT NUMBERS ON ALL INVOICES PACKAGES CORRESPONDENCE BILLS OP LADING SHIPPING PAPERS. PACKING LISTS ft DELIVERY TICKETS OROER NO CONTRACT no 40>77-23>Rnv. 1 INVOICE IN TRIPLICATE TO: SUN PETROLEUM PRODUCTS COMPANY A Division of Sun Oil Company of Pennsylvania ( P. O. BOX 260$ CORPUS CHRISTI, TEXAS 78403 Attention: Material! Management ATTACH TO INVOICE RECEIPTED FREIGHT BILLS OR BILLS OF LAOING COVERING ANY TRANSPORTATION CHARGED INCLUOEO SAME AS INVOICE TO UNLESS OTHERWISE NOTEO HERE SHIP | TO: PLEASE SUPPLY, SUBJECT TO TERMS OF THIS ORDER QUANTITY | UNIT MATERIAL/COMNOOITY DESCRIPTION UNIT PRICE AMOUNT Rffrtslon No. 1 0 Tills revision It written to Incrensn ten prlcn of ten fillawlns. nftectlre Janwry 1, 1979: Milllbirtm Oil 16.15 ot PURCHASING AUTHORITY #S(B) 00369 a., - --^ | iNrqBsnC'irui nr^AnniNC finer ff>V-r tan rr^*jret ip r> n> FIFLD SERVICES CONTRACT (Ohirewt w() Iff. S. RlehaHsvn r-Ai.f ^ U?F tAi PTFMCT SttpJFCI Wit SUR^CT _Cl n i r;i tff'K APnnr mniMf fii rv.K 11NF HMf rnMfnACt X un r/HNr,tv.'irt con'uArt iri(Ar;( At .aim^i <in i .nne: c A Halliburton ConqMny A Division of Son Oil Company of Pennsylvania J 6300 Richmond Avenue, SHltS 12* c Corpus Chrlstl Refinery ; Houston, Tex*S 77057 , j P. 0. Box 2608 <-20 n "j Carpus Chrlstl, Texas 7B483 Son Petrolaom Products Coajjany, A Division of rt" ^^^r^nrofVdt^y^nyr" 1608 Walnut street, Philadelphia, POnnsylvanla 19103 hereinafter railed "Owner", having an office at ______________anrl ihe "Contriirtor" shown above WITNF5S In consideration of the mutual promises herein nyde, Owner ayi Contactor ggree aa followf: . _ ___ a ^ tM FADTir-T 1 TMT KUIHD . Tho <enrk .hall mnil n(- ^ yft"W*W9 SfTnttl CWtfKt COVfTln^ I IDOT* | SlpCTYl HW| aepripaeni aneTnaler^als as required fbr Chemical Cleaning and Hydroblasting services at Owter's Carpus Chrlstl , Texas Refinery. Contractor shell perform alt wwk hereunder in accordance with the terms and conditions of this Contract and the following as noted: ( } 1. Design drawings -- ------- -- - - -- -- AExhibit*: ( ^Jlttactant___________________________________________ ( x 2. Specification* -A-fHT ------------- { 9 CflfltflCt Nft. 40Q77?12 X( Work Description As per Contract Release_____ Attachment{ X< Safety and Security Requirement# i >__ < >: Thla Agreement. Including Artlrle* I through A. thr Field Services General Term* and Conditions on the reverse side hereof, and the Exhibit* attached hereto or refrrmced herein shall constitute thr Contract between the parrirs. ARTICLE 2 -- MATERIAL. PERSONNEL AND SUBCONTRACTS? Contractor shall furnish anv and all labor, supervision, permits (unices otherwise stated herrin to the contrary), machinrrr. equipment, tool*, fuel, supplies, facilities. materials transportation and all other things necessary for the performance and completion of all work authorired hereunder, except such items noted to be specifically supplied by Ownej as follow* As specified on amch Contract Release Unleaa. otherwise specified, all materials to be furnished by Contractor shall be new and of a grade and quality which conforms to Owner's Standards, if surh apply; otherwiae such material must be suitable for (he use intended ARTICLE 3 -- COMPENSATION: For satisfactory performance of the work hereunder. Owner agrees to pay Contractor in the mannrr and at times hereinafter specified, and Contractor agrees to accept as full and complete payment for providing such work, compensation a* follows: A* per Exhibit ARTICLE * -- MANNER AND TIMES OF PAYMENT: Oantractor shall peepers a tag*rata fnvelee, In tccnrdauca with rates as per Exhibit 'B`, for oach Contract Release Issued which will be paid open ampliation and accaptance of the wort. frior to final payment hereunder, and aa a condition thereto. Contractor shall satisfy the requirement* of Clause Id of the Field Services General Terms and Con ditioni on the reverse side hereof ARTICLE 5 -- TERM: Work under this ContrArt shall commence on or ahout || f*W9tT^tll AH w,wk at the rite shall he on the basis of Contractor'* standard work week a* set forth hy local agreement Noovertime shall hr worked 7vi rpi for spot nvrrtimr unless apprnved hy the Owner in writing All work, including tearing shall be complete on nr before . ARTICLE #-*- CHANOE.S, ADDI HONS AND/OR the right, from tlmr in time, to make > hangn. additions and `m drier Inns to the work as it may deem netessaty All rhangrs, aibUtiom nr deletions shall hr made in writing and an epird by both patties before Comtailm p,needs with stn h work. Contractor shall make no change*, additions or drier ion* to thr work wlthmtt Owners prior written instrm titma. I'hr rust l sut h rhungrs addition* i deletion* hall he determined a* follow*. ~ Contractor ihall make no changea in the Schedule of work to be performed hereunder, extending completion beyond the date thown in Article S above, without prior written approval of Owner. - ARTICLE 7 -- INSURANCE.: During the performance of !! work hereunder. Contractor shall take out. e*rry and maintain in InsuTAnve company or companies, and in policies of inaurance acceptable to Owner, the following insurance with limits not lest than indicated for the respective items. a Workmen's Comprnaatinn and Occupational Disease Insurance, including Employer's Liability, complying with laws of the state tir*dtirh the wn.k is j,r performed or elaewhere a* may be required. Eroplover* Liability Insurance shall he provided with a limit not less than |rf.JL|L LijSfftpSSrsflStb Comprehensive General Liability Insurance. including Contractual Liability and Produrts-Completed Operation.* |,i run Collap UnnpdeerrfgorromuanndreDoamf tahgisecloianbtrialitcyt,waisthwleimll iats#rhoovteIrrasg*dthoann-all Coot factor's equipment (oihei than mmni 'vTrh hH IfepmCd for htghw.iv I hired I __CMfc_AflA_ARodi1v ,nurv ^ Property Oamage COfhhlned each orrurrencl ami aggregate Automobile Liability Insm.'fimTmling Contractual Liability. covering all mmm vein, (e* -.word hired or used In ihe perform m limit* not Irs* than ___ I . . ----- - . . ^ Inturv A Property Damage Combined each oerurrenre and apgTegjrr XxxJoooa Prim i i itif - onimrn. i ineni n| anv work hrrrunrlet. Cortf t a< u>t dull provide t < Owner at the location specified tn thr Contract Instrm turn* below ranee evident ing i overage as defined i ARTICLE 8 -- GOVERNING LAW: "T ht* < mura< t shall be governed bv the la s of the State wherein the v irk is performer! nnlev*. i,m d oihe Common wealth of Puerto Rico. The trrrn ' S|,ile whrirtn nrd in this Cmitr* r dull |>< .|i-*m isr .X (..It ' to mu |\li- thr tN WITNESS WIIFR FOF the parties have overtired this Cootrac 6-25-7 7 Contractor shall sign and return"one fully executed copy to (he address shown above If no addrew is shown above topy should he returned to the "Invoice in T riplicate To" address at the top of ihi* form, SUN 402.14 ORII5INAI fetarlali Manager - RFTIIPW TO nWNft'^) ^ X'S /7 're*a M.irrfiaer r rni F TmliiPtrial rieaiilncr Di # S (B ) 00383