Document QgYDnE4N2JxD9L93eX7xaam76

STATS OF LOUISIANA, PARISH OP EAST BATON ROUQE. THIS AGREEMENT, made and entered into this 1948, by and between ------------------------------------------------ ETHYL CORPORATION-------------------------------------;----------------- a Delaware corporation, with Its principal office In the City of New York, State of Hew York, tut authorized to do and doing business in the State of Louisiana, herein represented by J. H. Schaefer, its Vice President, duly authorized hereto, (hereinafter sometimes called the "Owner"), and ------------------------------------------------- CAUWELL & MoCAHN........................................................................ a commercial partnership composed of George A. Caldwell and F. X. McCann, both residents of the full age of majority of the Pariah of East Baton Rouge, State of Louisiana, (hereinafter sometimes called the 'Contractor"), and -------------------------------------STANDARD ACCIDENT INSURANCE COMPANY---------------------- ------------a Michigan corporation, with Its domicile in the City of Detroit, said state, but authorized to do and doing business in the State of Louisiana, herein represented by Percy E. Roberta, its agent and attorney in fact under and by virtue of a power of attorney dated the day of _________ , 1948, a certified copy of which is attached to the first original counterpart hereof, and by reference made a part of this agreement, (hereinafter sometimes called the "Surety"), WITNESSETH: That the Owner and the Contractor end the Surety, for the consideration hereinafter used, and upon the terns end conditions herein expressed, agree bind and obligate themselves as follows: ARTICLE I. The Contractor agrees to furnish md provide all materials and do and perform all the work shown on the drawings and described in the specifications prepared by Bodman and Morrell, acting as and in these documents entitled the "Architects", end do everything required by the drawings, the specifications. Bulletin Ho. 1 dated May 20, 1946, and the General Conditions of the Contract, -1- F-07373 and to stake, build, erect, finish and deliver In a true end thoroughly workman like manner a two-atory building to he known aa "T.E.L. Change Bouse Bo. 3", on the following described property, to-vit: A tract or parcel of land situated in the Third w&rd of the Pariah of East Baton Rouge, State of Louisiana, in Sections 37 38, 40, 4l and 42 of Township Slot South, Range One West (T-6-S, R-l-W), Greensburg Land District of Louisiana, bounded cm the north by Montecino Bayou, and on the east by the right of way of the Louisiana and Arkansas Railroad Company, on the south by lands of Gulf States Utilities Caapeny end on the west by the right of way of the Yasoo and Mississippi Talley Railroad Companyj being the same property ac quired by the Owner as per act of record in Book 323, Polio 358 of the Conveyance Records of the said Parish of East Baton Rouge, Louisiana. ARTICLE II. The work under this contract shall canuence an the .j day of 1S^*8, and shall be finished and completed on or before the /,f doy Of . , 194 ft . ARTICLE HI. The work shall be done under the personal supervision and to the entire satisfaction of the Owner and its Architects, Bodaan and Murrell, of Baton Rouge, Louisiana, or such other Architect as might hereafter be desireted by the Owner. ARTICLE IT. The Owner agrees to pay the Contractor in current funds for the performance of this contract the sum of One Hundred Ninety-four Thousand, Pour Hundred Dollars ($194,400.00), and to make payments on account as follows: On the of____;:, 1948, and on the / r r day of each successive month thereafter ninety (90$) per cent of the value, pro portionate to the amount of contract, of labor and materials incorporated in the work, and acceptable, suitable and necessary materials delivered suitably stored on the site as estimated by the Architecte, lees the aggregate amount of previous payments; and upon completion and acceptance at the work a sum sufficient to Increase the total payments to ninety (90$) per cent of the oontraot price hereinabove stated. The remaining ten (10$) per cent shall be retained as the last payment end shall be made thirty-one (31) days after the entire work shall have been completed. 2 -07374 and accepted "by the Owner, and the original acceptance recorded in the mortgage records of the Parish of East Baton Rouge, State of Louisiana, and after all materials and rubbish belonging to and furnished by the Contractor and which are of no further use to the Owner, have been removed from the premises, and the Contractor shall have furnished the Owner with a certificate signed and sealed by the Cleric and Recorder for the said Parish of last Baton Rouge to the effect that the Owner has filed and registered, according to lav, in the mortgage records of said pariah, a notice of Its acceptance of the work done by the Contractor under the terms of this contract and that thirty (30) days have elapsed since the registry of said notice of acceptance by the Owner, end that no liens or privi leges have been filed for record with the Clerk and Recorder, or recorded in the mortgage records of said pariah against said property, or against the said Contractor graving out or on account of the execution of this contract, and that said official has cancelled end erased from the mortgage records of the Parish of East Baton Rouge all Inscriptions created by or resulting from the recordation of this contract. ARTICLE V. The Owner may, at its discretion, refuse to make any payments to the Contractor hereunder if any lien or liens for labor, material or other work are recorded against said property or against said Contractor In connection vith its work hereunder until the seme have been cancelled and erased from the public records of the Parish of last Baton Rouge; and before the iesuenoe of a final certificate the Contractor shall submit evidence satisfactory to the Architects that all pay rolls, materials, bills and other Indebtedness connected vith the work have been paid or satisfied. articib VI. The Contractor and the Owner agree that the drawings, the specifications. Bulletin No. 1 dated May 20, 1948 and the General Conditions of the Contract, together vith this agreement, form the contract, and that they are as fully a part of this contract as if hereunto attached and herein repeated, which drawings, specifioatIons, bulletin end General Conditions of the Contract have been dated the date hereof and signed by the parties hereto for identification herewith. The drawings consist of Sheets 1 through 4, inclusive, Sheets S-l through 3-3, Inclusive, Sheets M-l through M-6, inclusive, and Sheets E-l and 1-2, inclu sive, respectively. The specifications consist of the General Contract Specifica- 3 F-07375 tlcons, pages 1 through 54, inclusive, Mechanical Work Specifications, pages M-l through M-23, Inclusive, Electrical Work Specifications, pages E-l through E-7, iaolusivo. Bulletin No. 1 dated May 20, 1946 consists of pages B-l through B-4, Inclusive. The General Conditions of the Contract consist of pages 1 through 22, inclusive. The said specifications and drivings are entitled "Specifications for T.E.L. Change Bouse Ho. 3 for Ethyl Plant, Borth Baton ouge, Louisiana, Bthyl Corporation, Owner". AKTICI2 VII. Should there be any conflict between the drawings, the specifications. Bulletin Bo. 1 dated May 20, 1946, and the General Conditions of the Contract, this agreement shall prevail. ARTICLE VIII. The Owner and the Architects shall at all times have the right of aooess to the aforesaid building during construction, for the purpose of examination and inspection to ascertain, whether the work being done by the Contractor complies in materials end workmanship with the requirements of the contract, but notwith standing the payment of installments the said building remain in the ex clusive possession and control, and shall, be at the sole risk of the Contractor until fully completed and accepted by the Owner in writing, or until the termina tion of this contract as herein provided. ARTICLE IX. The Contractor agrees to Indemnify and hold harmless the Owner against any loss or damage to persons or property as a result of operations growing out of the performance of this contract caused by the negligence or carelessness of the Contractor, lta employees, subcontractors, truckman, workmen, laborers, mechanics, furnishers of supplies and materials, and licensees. ARTICLE X. Should the Contractor fail to furnish and complete the work within the time herein agreed upon. It shall forfeit and pay to the Owner as liquidated damages the sum of Ten Dollars ($10.00} per day for each and every day thereafter the work shall remain unfinished, delays caused by war, riots or other unavoidable 4 E-07376 casualties beyond the Contractor's control, or by delay authorized by the Architects for any cause which the Architects shall decide Justifies the delay, excepted, and provided that should the Owner oause the Contractor any delay in the execution of the contract, the Owner shall thereafter allow the Contractor one day's extension for each day of delay occasioned by it, time being the essence of the contract. It shall be the duty of the Contractor to notify the Architects in writing of the fact of its having been delayed within seven (7) days after each and every delay, and the Contractor's failure so to do, shall operate to deprive it of the right to claim any such delay. It is especially agreed and understood that it shall not be necessary for the Owner or its Architects to put the Contractor in default in order to be entitled to collect the liquidated damages in the sum of Ten Dollars ($10.00) per day herein fixed and agreed upon to be paid by the Contractor to the Owner for each and every day that the work remains unfinished after the time herein agreed upon for the cospletlon thereof, and the Contractor hereby expressly waives all demands and putting into default. ARTICLE H. In case it should ever became necessary for the Owner to eaploy an attorney at law in order to enforce any obligations undertaken by the Contractor by con curbus proceedings, or otherwise, the Contractor agrees to pay a reasonable sum to the attorney or attorneys so employed by the Owner, which fee be not less than ten (10) per cent, nor mare than twenty (20jt) per cent of the amount involved in the controversy. ARTICI XII. Should the Contractor become insolvent or apply to a bankruptcy court to be adjudged a voluntary bankrupt, or proceedings be instituted against the Contractor to have it adjudged an involuntary bankrupt, or proceedings be token against the Contractor looking to the appointment of a receiver or syndic, or any proceedings be instituted for the seizure and sale of the property used employed by the Contractor in the execution of the contract, or should the Contractor said work or for any reason fail, refuse or neglect to prosecute the same with ell due diligence, dispatch and efficiency, the Owner shall have the right, at the Owner's option, upon three (3) days* notice. In writing, to the Contractor, to take over said work and complete the same at the cost of the Contractor and the Contractor's Surety. E-07377 ARTICLE XIII The Contractor i at all times during the prosecution of said work, at Its own cost end expense, fully protect Itself against loss or liability by carrying workman's canpensation, public liability, automobile and fire Insurance, etc. vith responsible Insurance companies authorised to do business In Louisiana, and acceptable to the Owner, against all hazards and risks to uhlah It might be subjected In connection vith the work herein undertaken, and without limiting the generality hereof, the Contractor shall carry: (&) Workmen's Compensation Insurance for full coverage and protection under the lavs of the State of Louisiana. (b) Comprehensive General Liability: The Contractor shall take out, main tain and keep In force public liability and property damage Insurance to cover any claim that might arise from the operations under this contract. Such insurance shall be for an amount of not less than One Hundred Thousand Dollars ($100,000.00) to cover injury or death of one person, and not less than Five Hundred md Dollars ($500,000.00) to cover all persons sustaining injury or death as a result of one accident, and not less than One Hundred Thousand Dollars ($100,000.00) to cover loss or damage to property resulting from one accident. (o) Automobile and other motor vehicles (If any are used in connection vith the Contract): Contractor shall take out, maintain and keep In force, during the performance of the work specified in this agreement, such public liability and property damage insurance os shall protect it from any and all claims for personal injury. Including death, as veil as claims for property damage which smy arise frcsa the operation of motor vehicles in the performance of the work under the contract. The amount of such Insurance 7 not be leas than Om Hundred Thousand Dollars ($100,000.00) for injury. Including death to any one person, and not less than Five Hundred Thousand Dollars ($500,000.00) as a result of one accident, and property damage shall be In an amount not leas than Fifty nfre^munA Dollars ($50,000.00) for any one accident. (d) The contractor shall take out, maintain and keep In force Insurance against any and all loss and/or damage by fire, windstorm, hall, explosion, riot -6- E-07378 and riot attending atriice, falling aircraft, motor and other vehicle, smoke and smudge and loss of use of the structure on which the work specifled In this contract Is to he done. Prior to the commencement of the work herein specified, end notwithstand ing any of the provisions contained In the aforesaid specifications, the Contractor shall have its Insurance carrier or carriers furnish Ethyl Corporation, at Its office at 405 Lexington Avenue, Bov York 17, How York, attention of Mr. J. 8. Southwlok, duplicate originals or certified copies of all Insurance policies Issued in connection with this contract, which policies shall he issued to the Contractor and/or the Owner, as their Interests may appear, together with certificates certifying to the Owner that all of said Insurance is in force, and that said Insurance will not he cancelled or otherwise changed or modified while the vork specified In this agreement is In progress without ten (10) days' written notice in advance of such cancellation to the Owner, and provided further that the insurer shall not by said cancellation, change or modification he relieved of any liability vhloh might have accrued on any such policy or policies up to the time of said cancellation, ohangs or modification. ^ The word "accident" wherever it appears In any public liability policy (exoept automobile policies) as herein provided for is to be eliminated, and the word "occurrence'' substituted therefor* ARTICLE HV. The Contractor hereby assumes full responsibility for the payment of all State taxes, sales use tax and taxes for unemployment oaqpanaatlcsi os to all employees engaged by the Contractor in the perfocmmnoe of this contract, and the Contractor agrees that it will take i&snedlate steps to qualify as an employing unit subject to the Louisiana Unemployment Compensation Lew In the event that It engages any employee In the State of Louisiana to assist In the performance of this contract; and the Contractor further assumes full responsi bility for the collection and payment of all taxes that may beoone due under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act and the Withholding of Tax an wages Imposed by the Individual Income Tax Act of 194k* -7- ^-07379 AETICIE XV And the said standard Accident Insurance Company, Surety, hinds and obligates itself, as Surety for said Contractor, unto the Owner and to all subcontractors, truckman, workmen, laborers, mechanics, furnishers of materials, machinery and fixtures, as their interests may appear, for the true and faithful performance of this contract and the payment of all subcontractors, truckman, cartman, laborers, mechanics and furnishers of materials, machinery and fixtures UP to the sum of One Hundred Ninety-four Thousand, Four Hundred Dollars ($19^,^00.00), it being the purpose of this bond to protect all parties* in terests In this contract as their interests may appear, the said Surety standing In the place of the defaulting Contractor, as provided by the laws of the State of Louisiana. ARTICLE XVI. Any attorney's fees connected with the enforcement of this contract *u*n be a charge against the Surety, as well as the Contractor, as haU also be the cost of cancellation of all liens and privileges; and, in addition to the amount of the foregoing band, the said Surety ahull be liable for all costs, charges, expenses, and attorney'a fees Incurred in any concureus or any other legal pro ceeding made necessary by the failure of the Contractor to faithfully eoqply with the foregoing contract, said attorney's fees to be reasonable and not less than ten (10$) per cent, nor more than twenty (20$) per cent of the amount in volved in the controversy. ARTICI2 XVII. It is understood and agreed that any changes or alterations which may bs made In the terms of the contract or in the work to bo under It, or giving by the Owner of any extension of time for the perfonmn.ce of the contract or any other forbearance on the part of either the Cantractor or the Owner to the other shall not in any way release the Contractor *r\t\ the Surety, or either of them, their successors or assigns, from their liability hereunder, notice to the Surety of any such changes and/or alterations, extensions or forbearances being hereby aaqpresaly waived and anticipated payments being hereby expressly consented to. 8 E-07380 ABTICI XVIII All the agreements herein contained, and all the obligations herein assumed shall inure to the benefit of and be binding upon the successors and assigns of the respective parties hereto. IB TESTIMONY WHEREOF, the parties hereto have hereunto executed this agree* iaant, in quadruplicate, in the presence of the undersigned competent witnesses. on the day, month and year first above written. W22KEBSBB AS TO OWSESt BURET?. F-07381