Document YJ78q57Y3yoM5QdLRxG9gq3O

ETC 03843 December 22, 1965 bco V. O. Mitctoefl C. A, Kyle CncJ^A Mr. Jack S. Bulk Barnard & Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge, Louisiana Dear Jack: Enclosed are two copies of the proposed contract between Barnard & Burk Industrial Corporation and Ethyl Corporation for the year 1966. If you are In accord, please sign and return both copies, one of which will be returned to you after final approval. Please note that we have made no changes in the contract; it is identical to the 1965 contract now In force. This matter was discussed with your Mr. John L. Daniel end it Is our understanding that a "no-change" approach Is acceptable to you. Very truly yours, A Ends. G. S. Roberts Chief Engineer E--08505 ETC 03844 f r*. Esther L. Fierce C. A. kyie tiLTMTt 4 Mark, Inc. - EavUoeriAQ Services Agreeaca* Me* York Meton Rouge refareery i, lt&5 Executed copy oi referenced ereeaeot is enclosed icr yjue Uifcs. Conformed copies ere being for*erded to; v . F. Armstrong C. U Colvin a. t. co*iisb C. r. kirby G, G. beyes v . R. Perdue. Jr. t/v. S. Roberts F, P. V erne -A&Sjh .*n 1. C. A. gyle E --08506, ETC 03845 THIS AGREEMENT made and entered into this y3^ay of s9(.a~' by and between ETHYL CORPORATION,- a corporation of the State of Virginia, -duly authorized to transact business in the State of Louisiana (hereinafter referred to as "ETHYL"), and BARNARD AND BURK INDUSTRIAL CORPORATION, a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana (hereinafter referred to as "CORPORATION"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Corporation represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Ethyl's Baton Rouge plant, such services to consist of furnishing mechanical development draftsmen designers, mechanical, piping, structural, and electrical draftsmen designers, design engineers, project engineers, specification engineers, and if requested, a design leader and/or squad leaders and "material take-off" personnel; and further represents that it is in a position to furnish engineering services to Ethyl at Corporation's offices in Baton Rouge, Louisiana; NOW, THEREFORE, in consideration of the mutual covenants and agree ments hereinafter contained, it is agreed by Corporation and Ethyl as follows: E-08507 2. 1. Corporation will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed at Ethyl's Baton Rouge plant. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Corporation's engineering personnel without giving fifteen (15) days prior notice, Ethyl will pay Corporation an amount of money equal to two weeks straight time salary (as approved pursuant to Article 4 hereof) for each Corporation employee who as a result of such reduction no longer performs services hereunder, except and unless said Corporation employee continues in the employ of Corporation. 2. During all such times as Corporation supplies engineering personnel assistance at Ethyl's Baton Rouge plant should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen designers furnished. The Design Leader shall also be in general charge of the project engineers, specification engineers, development draftsmen designers, and material take-off personnel furnished and shall be Corporation's representative in F-08508 ETC 03847 3. all matters pertaining to those parts of this contract dealing with engineering services which are to be performed at Ethyl's Baton Rouge plant. During periods of relatively low engineering activity when'Ethyl does not desire the services of a resident "Design Leader", Corporation shall designate one employee to handle necessary work hours reports, etc. required for payroll and billing computations, etc. The direction and coordination of the work of the project engineers, specification engineers, mechanical development draftsmen designers, design engineers and material take-off personnel furnished hereunder shall, however, be the responsibility of Ethyl. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Corporation shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Corporation shall, for any and all purposes, be deemed and considered employees of Corporation and not of Ethyl. 4. Prior to Corporation assigning any of its engineering personnel for services which are to be performed at Ethyl's Baton Rouge plant, it shall submit to Ethyl the employee's qualifications and salary and said qualifications and salary shall be subject to and require Ethyl's approval. Similarly, any increases in salaries given by Corporation to such employees must have Ethyl's prior approval. Corporation will remove from the performance of such engineering service any E-08509 ETC 03848 4. of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which he was supplied, or for any other just cause. 5. All engineering personnel furnished to perform services at Ethyl's Baton Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide the engineering personnel assigned to perform services at Ethyl's Baton Rouge plant with the working facilities deemed necessary by Ethyl, but Ethyl will not furnish drafting tools. Such tools are to be supplied by Corporation or by its employees at Corporation's election. 7. As full compensation to Corporation for services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant, Ethyl agrees to: (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement; (b) Reimburse Corporation for that portion of total salaries which it has paid to personnel performing services under this agreement for work actually E-08510 etc 03849 5. performed in excess of forty hour per week in accordance with the following: Such reimbursement will be the employee's straight time rate multiplied by the number of hours worked, except that when Corporation by reason of the Wage and Hour Law is required to pay time and one-half for hours worked in excess of forty hours per week. Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate multiplied by the number of overtime hours worked; (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on the premium portion of overtime rates; (d) In computing salaries under paragraph 7(a), provided an employee of Corporation has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be con sidered to have been performed hereunder and Ethyl will reimburse a salary for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. F-08511 ETC 03850 6. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl at least three weeks in advance of the first day in the vacation period. This requirement is particularly important when the vacation period includes, or is adjacent to on either end, one or more holidays. The term "bona-fide illness" shall be defined as illness confirmed by hospitali zation or a doctor's signed statement. In computing overtime pay for those employees of Corporation who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law, the following shall be observed: "Holiday hours, payment for which said employee of Corporation has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, and scheduled vacation hours shall be considered as hours worked in determining total hours worked in a given week. This provision does not alter agreements stated elsewhere in this contract with respect to which party. Ethyl or Corporation, pays or reimburses for time lost due to holiday, scheduled vacation, or sickness; instead, its sole purpose is to establish the basis for reimburse ment by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations, or periods of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." F-08 51. > ETC 03851 7. Salaries paid by Corporation to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Corporation employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Corporation. 8. (a) Corporation will also perform for Ethyl at Corporation's offices in Baton Rouge, Louisiana, furnishing all supervision, direction, coordination, materials and supplies required, such engineering services and consulting engineering services as are requested by Ethyl. In the event Ethyl avails itself of such engineering services and consulting engineering services, it shall pay Corporation for the services the sum of the foliowing fixed hourly rates: t -08 51 8 ETC 03852 8. C lassification Principal Engineers Project Engineers and Department Heads Senior Engineers and Section Heads Checkers, Senior Designers, Specification Writers and Estimators Designers and Senior Draftsmen Junior Designers and Draftsmen Stenographer-C lerk Reproduction of drawings by the ammonia process Hourly Rates $ 17.00 14.00 12.00 9.00 8.00 7.00 4.75 0.08 per sq. ft. These rates include wages, salaries, vacation pay, holiday allowance, sick leave, travel expenses, payroll taxes, and insurance premiums which are a function \ of payroll, such as workmen's compensation, public liability and property damage insurance, cost of all materials, drafting and engineering supplies (except tracing cloth which Ethyl will furnish), overhead and profit. (b) If Corporation in the performance of engineering work for Ethyl at Corporation's Baton Rouge offices, makes use of personnel which it has assigned to work at Ethyl's Baton Rouge plant. Ethyl shall pay Corporation for the time spent by such personnel on the basis of approved straight time salary reimbursement plus a fee of fifty per cent (50%) thereof. This basis of paying Corporation for the engineering services performed by such personnel shall be in lieu of the rate schedule in subparagraph (a) above, it being the intention of the parties that the hourly rate schedule shall not apply when Corporation's personnel regularly assigned to work at Ethyl's Baton Rouge plant perform services on Ethyl's work at Corporation's Baton Rouge office. (c) Sums due under `hr Article 8 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized invoices submitted by Corporation at the end of each month. e-08514 ETC 03853 9. 9. All engineering personnel furnished shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Corporation will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Corporation and in the name of Ethyl Corporation as respective interests may appear: (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition. Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compensation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover any Public Liability and Property Damage claim that might arise from the operation hereof regardless of whether such operation be by Corporation or by any person directly or indirectly employed by it. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining E-0851. 5 etc 03854 10. v injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears in the policy, it will be changed to read "occurrence" as respects bodily injury liability. Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Corporation against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Corporation or any persons directly or indirectly employed by it. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Two copies of the insurance certificates attesting to the fact that _ the above insurance is in effect shall be filed with Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to the Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, as evidenced by return receipt of registered mail." Corporation shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. E-0851f> ETC 03855 11. 11. During the continuance of this contract, Corporation will comply with and make all payments required by oil applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of its employees in the performance thereof. Corporation indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Corporation and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Corporation hereby agrees that all information and know-how released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Corporation and all drawings, tracings, prints, and other information furnished to Corporation by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder. Corporation agrees to use reasonable care in the selection and assign ment of personnel for the work authorized hereunder and to take proper pre cautions to avoid the unauthorized dissemination of information and know-how F-08517 ETC 03856 12. acquired from Ethyl or developed by Corporation during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may hove or may develop an interest made or conceived by personnel of Corporation while engaged in the performance of work authorized hereunder or resulting from information and know-how acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Corporation in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest, Corporation will make the fact of such discovery known to Ethyl as soon as it becomes known to Corporation. Corporation further agrees to request and use its best efforts in securing patent assignments to Corporation by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Corporation might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Corporation will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Barnard and Burk industrial Corporation: "In consideration of the remuneration paid me by Barnard and Burk Industrial Corporation, and in consideration, as a separate and sufficient com- E-08518 ETC 03857 13. pensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Barnard and Burk Industrial Corporation, and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employment with Barnard and Burk Industrial Corporation, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Barnard and Burk Industrial Corporation; "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Barnard and Burk Industrial Corporation; "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Barnard and Burk Industrial Corporation, who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, know-how, or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, know-how and data does not become known to those who are engaged in activities competitive with those of Barnard and Burk Industrial Corporation or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed E-OSFil 9 ETC 03858 14. to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Barnard and Burk Industrial Corporation, and Ethyl Corporation before using or divulging the information in question to others outside Barnard and Burk Industrial Corporation. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Barnard and Burk Industrial Corporation may reasonably require of me to vest in it all rights herein conveyed, said Barnard and Burk Industrial Corporation bearing all reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Barnard and Burk Industrial Corporation regarding its subject-matter. Place Date Employee The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1965, and extending through December 31, 1965. Ethyl shall have the right to cancel this agreement at any time by giving F-08520 ETC 03859 15. Corporation sixty (60) doys1 written notice of such cancellation. Ethyl and Corporation each bind themselves, their successors, executors, administrators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as above, neither Ethyl nor Corporation shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. /%/ James N. Clement /s/ A. W. Osborn________ BARNARD AND BURK INDUSTRIAL CORPORATION By /s/ John L. Daniel ixxSxxSwk txect. Vice-President /s/V. O. Mitchell /%/ H. S. Camp ETHYL CORPORATION By /s/ G. S. Roberts G. S. Roberts Chief Engineer E-08SP1 ETC 03860 February 17, 1966 Mr. Jack S. Burk Barnard & Burk Industrial Corporation P. O. Box 15648 Baton Rouge, Louisiana Dear Jack: I have signed the contract between Barnard & Burk Industrial Corporation and Ethyl Corporation for the year 1966. Your copy of the contract is attached to this letter. Please note that minor changes were mode to page 5 and page 14, both as a result of your comments. On page 5, the phrase "or area practice" was Inserted In line 4 to recognize this as a basts for payment of overtime at the rate of tlme-andone-half. On Page 14, we have corrected the typographical errors which were In the last two lines, substituting "1966" for "1965" In each ease. Very truly yours. A Attach. G. S. Roberts Chief Engineer F-0852? ETC 03861 J THIS AGREEMENT made and entered into this4^ day of f by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "ETHYL"), and BARNARD AND BURK INDUSTRIAL CORPORATION, a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana (hereinafter referred to as "CORPORATION"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Corporation represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Ethyl's Baton Rouge plant, such services to consist of furnishing mechanical development draftsmen designers, mechanical, piping, structural, and electrical draftsmen designers, design engineers, project engineers, specification engineers, and if requested, a design leader and/or squad leaders and > "material take-off" personnel; and further represents that it is in a position to furnish engineering services to Ethyl at Corporation's offices in Baton Rouge, Louisiana; NOW, THEREFORE, in consideration of the mutual covenants and agree ments hereinafter contained, it is agreed by Corporation and Ethyl as follows: F-08533 ETC 03862 2. 1. Corporation will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed at Ethyl's Baton Rouge plant. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Corporation's engineering personnel without giving fifteen (15) days prior notice, Ethyl will pay Corporation an amount of money equal to two weeks straight time salary (as approved pursuant to Article 4 hereof) for each Corporation employee who as a result of such reduction no longer performs services hereunder, except and unless said Corporation employee continues in the employ of Corporation. 2. During all such times as Corporation supplies engineering personnel assistance at Ethyl's Baton Rouge plant should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen designers furnished. The Design Leader shall also be in general charge of the project engineers, specification engineers, development draftsmen designers, and material take-off personnel furnished and shall be Corporation's representative in E-085?4 ETC 03863 3. all matters pertaining to those parts of this contract dealing with engineering services which are to be performed at Ethyl's Baton Rouge plant. During periods of relatively low engineering activity when Ethyl does not desire the services of a resident "Design Leader", Corporation shall designate one employee to handle necessary work hours reports, etc. required for payroll and billing computations, etc. The direction and coordination of the work of the project engineers, specification engineers, mechanical development draftsmen designers, design engineers and material take-off personnel furnished hereunder shall, however, be the responsibility of Ethyl. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Corporation shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Corporation shall, for any and all purposes, be deemed and considered employees of Corporation and not of Ethyl. 4. Prior to Corporation assigning any of its engineering personnel for services which are to be performed at Ethyl's Baton Rouge plant, it shall submit to Ethyl the employee's qualifications and salary and said qualifications and salary shall be subject to and require Ethyl's approval. Similarly, any increases in salaries given by Corporation to such employees must have Ethyl's prior approval. Corporation will remove from the performance of such engineering service any E-085?5 ETC 03864 4. of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which he was supplied, or for any other just cause. 5. All engineering personnel furnished to perform services at Ethyl's Baton Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide the engineering personnel assigned to perform services at Ethyl's Baton Rouge plant with the working facilities deemed necessary by Ethyl, but Ethyl will not furnish drafting tools. Such tools are to be supplied by Corporation or by its employees at Corporation's election. 7. As full compensation to Corporation for services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant. Ethyl agrees to: 9 (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement; (b) Reimburse Corporation for that portion of total salaries which it has paid to personnel performing services under this agreement for work actually F-08526 f:'CC 03 8 65 5. performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate multiplied by the number of hours worked, except that when Corporation by reason of the Wage and Hour Law or area practice is required to pay time and one-half for hours worked in excess of forty hours per week. Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate multiplied by the number of overtime hours worked; (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on the premium portion of overtime rates; (d) In computing salaries under paragraph 7(a), provided an employee of Corporation has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be con sidered to have been performed hereunder and Ethyl will reimburse a salary for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. E-08527 ETC 03866 6. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl at least three weeks in advance of the first day in the vacation period. This requirement is particularly important when the vacation period includes, or is adjacent to on either end, one or more holidays. The term "bona-fide illness" shall be defined as illness confirmed by hospitali zation or a doctor's signed statement. In computing overtime pay for those employees of Corporation who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law, the following shall be observed: "Holiday hours, payment for which said employee of Corporation has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, and scheduled vacation hours shall be considered as hours worked in determining total hours worked in a given week. This provision does not alter agreements stated elsewhere in this contract with respect to which party, Ethyl or Corporation, pays or reimburses for time lost due to holiday, scheduled vacation, or sickness; instead, its sole purpose is to establish the basis for reimburse ment by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations, or periods of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." pr-OBSSa ETC 03867 7. Salaries paid by Corporation to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Corporation employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Corporation. 8. (a) Corporation will also perform for Ethyl at Corporation's offices in Baton Rouge, Louisiana, furnishing all supervision, direction, coordination, materials and supplies required, such engineering services and consulting engineering services as are requested by Ethyl. In the event Ethyl avails itself of such engineering services and consulting engineering services, it shall pay Corporation for the* services the sum of the following fixed hourly rates: E-08S?9 ETC 03868 8. Classification Principal Engineers Project Engineers and Department Heads Senior Engineers and Section Heads Checkers, Senior Designers, Specification Writers and Estimators Designers and Senior Draftsmen Junior Designers and Draftsmen Stenographer-C lerk Reproduction of drawings by the ammonia process Hourly Rates $ 17.00 14.00 12.00 9.00 8.00 7.00 4.75 0.08 per sq. ft These rates include wages, salaries, vacation pay, holiday allowance, sick leave, travel expenses, payroll taxes, and insurance premiums which are a function of payroll, such as workmen's compensation, public liability and property damage insurance, cost of all materials, drafting and engineering supplies (except tracing cloth which Ethyl will furnish), overhead and profit. (b) If Corporation in the performance of engineering work for Ethyl at Corporation's Baton Rouge offices, makes use of personnel which it has assigned to work at Ethyl's Baton Rouge plant. Ethyl shall pay Corporation for the time spent by such personnel on the basis of approved straight time salary reimbursement plus a fee of fifty per cent (50%) thereof. This basis of paying Corporation for the engineering services performed by such personnel shall be in lieu of the rate schedule in subparagraph (a) above, it being the intention of the parties that the hourly rate schedule shall not apply when Corporation's personnel regularly assigned to work at Ethyl's Baton Rouge plant perform services on Ethyl's work at Corporation's Baton Rouge office. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized invoices submitted by Corporation at the end of each month. F-08530 ETC 03869 9. 9. All engineering personnel furnished shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect, Corporation will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Corporation and in the name of Ethyl Corporation as respective interests may appear: (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition, Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compensation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover any Public Liability and Property Damage claim that might arise from the operation hereof regardless of whether such operation be by Corporation or by any person directly or indirectly employed by it. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining F-08531. ETC 03870 10. injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears in the policy, it will be changed to read "occurrence" as respects bodily injury liability. Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Corporation against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Corporation or any persons directly or indirectly employed by it. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to the Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, as evidenced by return receipt of registered mail." Corporation shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. E-0B53? ETC 038T1 11. 11. During the continuance of this contract. Corporation will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of its employees in the performance thereof. Corporation indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Corporation and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Corporation hereby agrees that all information and know-how released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Corporation and all drawings, tracings, prints, and other information furnished to Corporation by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder. Corporation agrees to use reasonable care in the selection and assign ment of personnel for the work authorized hereunder and to take proper pre cautions to avoid the unauthorized dissemination of information and know-how E-08533 ETC 03872 12. acquired from Ethyl or developed by Corporation during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may hove or may develop an interest made or conceived by personnel of Corporation while engaged in the performance of work authorized hereunder or resulting from information and know-how acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Corporation in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Corporation will make the fact of such discovery known to Ethyl as soon as it becomes known to Corporation. Corporation further agrees to request and use its best efforts in securing patent assignments to Corporation by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Corporation might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Corporation will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Barnard and Burk Industrial Corporation: "In consideration of the remuneration paid me by Barnard and Burk Industrial Corporation, and in consideration, as a separate and sufficient com- E-08534 etc 03873 13. pensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Barnard and Burk Industrial Corporation, and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employment with Barnard and Burk Industrial Corporation, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Barnard and Burk Industrial Corporation; "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Barnard and Burk Industrial Corporation; "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Barnard and Burk Industrial Corporation, who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, know-how, or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, know-how and data does not become known to those who are engaged in activities competitive with those of Barnard and Burk Industrial Corporation or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed -08535 ETC 03874 14. to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Barnard and Burk Industrial Corporation, and Ethyl Corporation before using or divulging the information in question to others outside Barnard and Burk Industrial Corporation. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Barnard and Burk Industrial Corporation may reasonably require of me to vest in it all rights herein conveyed, said Barnard and Burk Industrial Corporation bearing all reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Barnard and Burk Industrial Corporation regarding its subject-matter. Place Date Employee The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1966, and extending through December 31, 1966. Ethyl shall have the right to cancel this agreement at any time by giving fr_o853> ETC 03875 V. 15. Corporation sixty (60) days' written notice of such cancellation. Ethyl and Corporation each bind themselves, their successors, executors, administrators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as above, neither Ethyl nor Corporation shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. C/_ ^ . yv>riaJU-* BARNARD AND BURK INDUSTRIAL CORPORATION DANIEL VICE PRESIDENT ETHYL CORPORATION By G. S. Roberts Chief Engineer E-08537 ETC 03876 5. performed in excess of forty houi^ per week in accordance with the followytg: Such reimbursement will be the employee's straight time rate multiplier by the number of hours worked, except that when Corporation by reasonjrfT the Wage and oA A^u-fc. - *. / Hour Lawr is required to pay time and one-half for hours worW' a in excess of forty hours per week, Ethyl will reimburse Corporation for hour^worked in excess of forty hours per week at one and one-half the employees straight time rate multiplied by the number of overtime hours worked: (c) Pay Corporation to cover its profit,Overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on tne premium portion of overtime rates; (d) In computing salaries under paragraph 7(a), provided an employee of Corporation has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be con sidered to have been performed hereunder and Ethyl will reimburse a salary for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge planfr holidays. If said holiday occurs during a scheduled vacation, or bona-frae illness, the requirement for performance of work by the employees on Eth^'s regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. E-08538 ETC 03877 {IsJbr^ H. to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal/ and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential/'' In those cases where doubt arises, I will obtain permission from Barnard atjd Burk Industrial Corporation, and Ethyl Corporation before using or divulging/the information in question to others outside Barnard and Burk Industrial Corporation!. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Bai/iard and Burk Industrial Corporation may reasonably require of me to vest in it oil rights herein conveyed, said Barnard and Burk Industrial Corporation bearingyell reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous'arrangements, agreements, or understanding, verbal or in writing, betw^pn me and Barnard and Burk Industrial Corporation regarding its subject-mattery Place Date Employee / The term of thiy'agreement shall be for a period of twelve (12) months fML commencing on the 1st day of Januar', 1?6& and extending through December 31, l<((p G fpj) 196&. Ethyl shall have the right to cancVWhis agreement at any time by giving (/ E-08539 ETC 03878 >* - S- ''? /<y-*- As full compensation to Corporation for services rendered, performed, and furnished hereunder at Ethyl's 3aton Rouge plant. Ethyl agrees to: (c) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the -engineeetBg person.-.-; perrorming services under this agreement; ,o. Reimburse Corporation for that portion of total salaries which it has paid to personnel performing services under this agreement, for work actually performed in excess of f: hours per week in accordance with the following: Such reimbursement will be she -.v u.uyee's srraight time rate multiplied by the number of hours worked, except that \. Corporation by reason of the Wage and Hour Law is required to pay time and oneha.i for hours worked in excess of forty hours per week, Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's o'.g ..: time rate multiplied by the number of overtime hours worked; (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on the premium portion of overtime rates; (a) In computing salaries under paragraph 7(a), provided an employee of Corporation has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours of straight time work, on all days which are officially designated as Ethyl B ton Rouge plant holidays. If ef^di^iaT^holiday t E-08540 etc 03879 2? occurs during a scheduled vacation, or bonaillness, the requirement for performance of work by the employees on Ethyl's regularly shceduled work days immediately before and immediately after the holiday will be waived, provided said scheduled workdays likewise occur during the scheduled vacation, or bona-fihe.-illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such , (Ls work days do not occur during the scheduled vacation, or bona-fie illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl at least three weeks in advance of the first day in the vacation period. This requirement is particularly important when the vacation period includes, or is adjacent to on either end, or.e or more holidays. fJS The term "bonamjje'illness" shall be defined as illness confirmed by hospitalization or c doctor's signed statement. !r. computing overtime pay for those employees of Corporation who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Lew, the following shall be observed: "Holiday hours, payment for which said employee of Corporation has eerned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness^shall be considered as hours worked in determining total hours worked inca given week. This provision does$ not alter agreements stateda elisewhnecrec in tmhis conrtroacrt wirthn < respect to which^parffi pays or reimburses for time lost due to holidays^or . e -n sickness; instead, its sole purpose is to etersfy-the basis for/: payment of premium overtime during weeks which contain holiday^ or periods of bona-Fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." -08541 ETC 0.1 8isn Salaries paid by Corporation to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Corporation employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the holiday time presumed to have beenvworked, will reimburse a salcry for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who ere normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. V E-08542 7. As full compensation to Corporation for services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant. Ethyl agrees to: (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the onginceemg personnel performing services under this agreement; o (b) Reimburse Corporation for that portion of total salaries which it has paid to personnel performing services under this agreement, for work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate multiplied by the number of hours worked, except that when Corporation by reason of the Wage and Hour Law is required to pay time and onehalf for hours worked in excess of forty hours per week. Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate multiplied by the number of overtime hours worked; (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and ail other costs, a fee equal to fifty per centum (50%) of straight time pay rate for cl! hours actually worked, including those in excess of forty hours per week. No fee shaii be paid on the premium portion of overtime rates> (d) In computing salaries under paragraph 7(a), provided an employee of Corporation has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours of straight time work, on all days which are officially designated as Ethyl B 'ton Rouge plant holidays. If cSiPb^ficial jioliday cgzk* E--08543 ETC 03882 nl ^ occurs during a scheduled vacation, or bona-jp^ illness, the requirement for performance of work by the employees on Ethyl's regularly shceduled work days immediately before and immediately after the holiday will be waived, provided said scheduled workdays likewise occur during the scheduled vacation, or bona-fre-illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such jL?. work days do not occur during the scheduled vacation, or bona-fle illness. The term "scheduled vacation" shall be defined as a vacation period cpproved by Ethyl at least three weeks in, advance of the first day in the vacation period. This requirement is particularly important when the vacation period includes, or is adjacent to on either end, one or more holidays. The term "bonaillness" shall be defined as iljness confirmed by hospitalization or a doctor's signed statement. In computing overtime pay for those employees of Corporation who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law, the following shall bfe observed: "Holiday hours, payment for which said employee of Corporation has earned by working in accordance with the requirements of this section (Section 7)y hours absent due to bona-fide illness^shall be considered as hours worked in determining total hours worked inra given week. This provision does not alter agreements stated elsewhere in this contract with j . respect to whichCpart^ pays or reimburses for time lost due to holidays^or sickness; instead, its sole purpose is to cTefi4y- the basis for,, payment of 71 ^ premium overtime during weeks which contain holiday^ or periods of bona-Fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." E-08544 ETC 03883 /f \* 3. Salaries paid by Corporation to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Corporation employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the holiday time presumed to have beenvworked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. V E-08545 ETC 03884 January 18, 1965 Mr. John L. Daniel Executive Vice President Barnard and Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge, Louisiana Dear Johnny: Attached for your files is one copy of the signed contract with Ethyl for the year 1965. Very truly yours. G. S. Roberts Chief Engineer GSR:meg attch. E--08546 BARNARD AND BURK INDUSTRIAL CORPORATION 1023 NICHOLSON DRIVE BATON ROUGE, LOUISIANA January 13, 1965 Mr. G. S. Roberts, Chief Engineer Ethyl Corporation Engineering Department P. 0. Box 341 Baton Rouge, Louisiana Dear Sam: Enclosed are the two copies of the proposed contract with your firm for the year 1965. As you will note, I have signed for our corporation since Jack is out of the country. It is my understanding this was approved by your legal department. It is my understanding that when final approval has been received, one copy of the agreement will be returned to us. Yours very truly BARNARD AND BURK INDUSTRIAL-CORPORATION JLD/cll Enel. E-08547 ETC 03886 V 1 RICH BRB 1-7- 4 NY BRB 2 BR BRB CONFIDENT IAL TOs PF F D GOTTVALD, SR. - RICH PR F D GOTTWALD, JR. - RICH PR B C GCTTVALD - RICH DR G F KIRBY- BRB PF W R PERDUE - NY CCS PIR J A COSE ELL 0 - NY PR E M HARVEY - NY PR G 0 HA YE S - BRB (RAW HELVIG - BR PR J H KIRBY - NY MR F J PIO NALL Y - NY ffi P MlFDOCK - NY PR G S R OBERT S - BR PR K SWART VO - BR RES SUMMARY OF EXECUTIVE COPIMITTEE APPROVALS AT MEETING OF 1-5 THRU 1-6-65 AT BATON ROUGE 1. DISTRIBUTOR CONTRACT - RIGID VINU. PANELS (MEMO 12-3 0-64, CMN) 2. SUPPLEMENTAL AGREEMENT WITH CATALYSTS AND CHEMICALS CMEPIO 12-9-64, KS5 3. CEPSA CONTRACT - RATIFIED INTERIM ACTION (PER 12-23-64 TT, KFC TO FDG, JR.) 4. MCD IFICAT ION OF ETHYL OF CANADA VACATION POLICY (MEMO 12-30-64, ACT) Qj) CONTINUING CONTRACTS (ENGINEERING) FOR 19 (MEMO 12-29-64, GSR) 6. AN-33 AN) 02 PR ICING REQUEST (MEMO 1-4-, VR P> 7. CPRONIC TOXICITY TESTS WITH 702 (MEMO 12-22-64 , RS) R HERZOG - 10115 AM CST EBJ E-08548 ETC 03887 bcc: Mr. C. A. Kyle Mr. V. O. Mitchell January 12, 1965 Mr. Jack S. Burk Barnard & Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge 2, Louisiana Dear Jack: Enclosed are two copies of the proposed contract between Barnard & Burk Industrial Corporation and Ethyl Corporation for the year 1965. if you are in accord, please sign and return both copies, one of which will be returned to you after final approval. Please note that we have accepted the recommend ation made in your Mr. John L. Daniel's letter of December 10, 1964. Very truly yours. A Encls. G. S. Roberts Chief Engineer E 08549 ETC 03888 1 cc. uA^Cijri * w ........ VO tvwCjUjLC '? \ Dr. G. F. Kirby G. S. Roberts Continuing Contracts for 1965 December 29, 1965 This is to request authority to sign the following contracts for renewal in 1965: I. Drafting and Design Contract - Barnard & Burk This contract is to furnish sufficient manpower of specified qualifications to supplement the Ethyl manpower in the Engineering Department. The total contract cost per manyear is approximately $11,200; however, book cost will be in the range of $300-$400 per year higher due to prorated housing charges. Should Ethyl employ equivalent personnel in lieu of continuing this contract, a book cost of $12,700 (or an incremental cost of $9,600) would result. A fluctuation of contract manpower between 117 and 31 was experienced during 1964 and the maximum and minimum anticipated for 1965 is 117 and 46, respectively. The recently revised 1965 Engineering Department budget allows for an average of 83 man-years of contract work at an estimated contract cost of $930,000. Since the timing and number of personnel required is subject to considerable variation, the advantage of short term availability of contract personnel justifies the unit cost of contract over incremental Ethyl cost. The proposed contract will include, as In 1964, a 50 per cent fee on straight time salaries as well as the straight time rate for overtime hours worked. In the schedule of rates, an increase for services rendered in their offices Is included. This option is seldom used to a significant extent. Also, the section which provides for reimbursement of overtime pay at the rate of time-rand-one-half, for those employees E-08550 ETC 03889 \ Or. G. F. Kirby Page 2 December 29, 1964 eligible under the Wage and Hew Low, woe amdffted to conform with current area practice. ii. Drafting and Design Contract - Walk, Haydel & Associates in July of 1964, we entered into an agreement with the above company to obtain contract manpower beyond the level which Barnard and Burk could supply. We have operated on a purchase order basis to date; however, we propose at this time to establbh a contract, similar in all respects to the Barnard & Burk contract, for the coming year. The proposed contract will include, as In the Barnard and Burk contract, a 50 per cent fee on straight time salaries as well as the straight time rate for overtime hours worked; however, charges incurred thus far indicate that the total contract cost is approximately 11% higher when compared with Barnard and Burk. 111. Concrete Testing Laboratory Services - Shtlstone Testing laboratory Bids were taken for 1965 concrete inspection end testing services for the Baton Rouge plant from Pittsburg Testing Laboratory, Shtlstone Testing Laboratory and Delta Testing and Inspection, incorporated. We propose to renew the existing contract with Shtlstone. All three bidders quoted essentially the same unit prices, representing no increase over 1964 rates; however, Shllstone continues to offer a 10 per cent discount and their prior services have been satisfactory. The amount of this contract b always Inde terminate but we estimate that it will fall between $1,000 and $1,500. The actual cost for services provided by this contract b normally charged to the prefects using the con* Although we have an existing agreement with Bavay Engineers, Incor porated, similar to that which we have with Walk, Haydel and Associates, it is not our Intention to renew or finalise this in the form of a continuing E-08551 ETC 03890 Dr. G. F. Kirby Page 3 December 29, 1964 contract. The Bovay rate structure is higher than that of other companies that have mode proposals to us and we cannot justify the higher cost. We now plan to release their engineers as present assignments are com pleted, following the end of a six month trial period which begain In August of 1964. Since the Engineering Services Section of Research and Development in Houston has a continuing contract with Bovay, any further need for their services in this department could be handled on a purchase order basis, referring to the existing contract. G. S. Roberts GSR:jd E-085S2 ETC 03891 December 29, 1964 Barnard & Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge, Louisiana Attention: Mr. A. W. Osborn Dear Sir: Our manpower requirements for the month of January have been finalized and our needs for additional personnel are now as follows: 1 Project Engineer 2 Mechanical Engineers 1 Civil Engineer 1 Instrument Engineer *6 Mechanical Draftsmen 2 Modelbuilders Please regard the above list as superseding all previous requests and agreements. Your efforts to supply these men during the early part of January will be appreciated. Also, Mr. Bissonnette should be replaced as soon as possible. These men were all scheduled on this date, 12-24-64. They are King, Hall, Picard, Holland, Gilbert end Stringer. Very truly yours. V. O. Mitchell, Superintendent Engineering Services Section VOMsjd -08553 ETC 03892 Mrs. Esther L. Pierce C. A. Kyle Bernard k Burk* Inc. . Engineering Service* Agreement - Amendment Mew York Baton Rouge Ccioktr 12. 1964 Executed copy of referenced amendment is enclosed for your files. Conformed copies are Wing forwarded tot W. F. Armstrong C. E. Colvin R. H. Cowilshaw G. F. Kirby G. C, Hayes W. R. Perdue. Jr. G. S. Roberts F. P. Warns CAKisJh Enel. C. A. Kyle September 17, 1964 Barnard & Burk Incustiiol Corporation 1023 Nicholson 3 rive Baton Rouge, Louisiana Attention: 'dr. Jack 3. Surk, President Gentlemen: Subject: Addendum to Engineering Service* Agreement Doted January 17, 1964 Under this a-ki-snJum Barnard & Burk Industrial Corporation will make available to Ethyl Corporation the office: st.aco necessary to house: (1) Barnard B. Burk personnel employed under referenced aurec-msmt, (') personnel employed to perfonn engineering work for Ethyl Corporation under Engineering ` c-vico A-jroor.ients between Ethyl end other parties, (3) certain supervisory Ethyl personnel sanon;J in lie engineering of Ethyl construction programs, onr! (4) necessary equipment md furnishings *.radsd by these personnel. In addition, Bernard & Burk will furnish such auxiliary '-quip!;,?.nt as requested by Ethyl. f uch zrfc-:- ",iSI initially consist of approximately 7,300 square feet located on the seventh floor of the 'Commerce Building ot 333 Laurel Stree*, Baton Rouge, Louisiana, to be leased by Barnard o Burk fro n \'r. knepard Latter for a period of one year at the annual rate of $3.75 per square foot, payable cnrl-ly in advance and starting on or about October 12, 1764. Noees-rery oif? mi-ions to building will be made by the lessor in accordance with Ethyl specified ions ns ; or! of ! .*cse agreement. Generally, furniture and fixtures will to furnished by Ethyl. The rertoi, oltsretiers, and equipment expenses shall be reimbursable items. Barnard >:< Berk personnel provided in accordance with referenced agreement and housed in said space, vil'i, for the purposes of soid agreement, be considered as if actually physically employe:! at ethyl's bef.-.n Rouge Plant site, except for the payment of parking costs of contractor employees, v;i.ipeeking costs shell not be fee bearing. Qualifications and sclaries of office and clerical employees shall bo subject to and require Ethyl1* approval. Yours very truly, G. S. Roberts, ChieF engineer Accepted: BAYARD Z 0i \ INCUSTRIAL CORPORATION -08555 ETC 03894 October 7, 1964 Barnard & Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge, Louisiana Attention: Mr. Jack S. Burk, President Gentlemen: Subject: Commerce Building Offices, Equipment end Furnishings With reference to our addendum to engineering services agreement dated September 17, 1964, we would like to further emend this agreement to cover ell mo|or Items of equipment, furniture end fixtures. Under this addendum Barnard & Burk Industrial Corporation will furnish all office tomiture and fixtures, reproduction equipment, adding machines, typewriters, calculators, etc., as may be required to operate a separate and independent design facility. We understand that Ethyl will approve specifications on all of the above items prior to purchase by Barnard & Burk. The furniture and fixture er^enses shall be reimbursable items. Upon termination of the Commerce Building lease and/or the engineering services agree ment between Ethyl and Barnard & Burk, it is ogreed that all items of furniture, fixtures and equipment for which expenses have been reimbursed by Ethyl shell become the sole property of Ethyl Corporation. Very truly yours. G. 5. Roberts, Chief Engineer -08556 ETC 03895 O'- ' ` 0 October 7, 1964 Barnard & Burk Industrial Corporation 1023 Nicholson Drive Baton Rouge, Louisiana Attention: Mr. Jock S. Burk, President Gentlemen: Sublet* Commerce Building Offices, Equipment and Furnishings With reference to our addendum to engineering services agreement dated September 17, 1964, we would like to further amend this agreement to cover all major Items of equipment, furniture and fixtures. Under this addendum Barnard & Burk Industrial Corporation will furnish all office furni ture and fixtures, reproduction equipment, adding machines, typewriters, calculators, etc., as may be required to operate a separate and independent design facility. We understand that Ethyl will approve specifications on all of the above Items prior to purchase by Barnard & Burk. The furniture and fixture expenses shall be reimbursable Items. Upon termination of the Commerce Building lease and/or the engineering services agree ment between Ethyl and Barnard & Burk, it Is agreed that all items of famltura, fixtures and equipment for which expenses have been reimbursed by Ethyl shall become the sole property of Ethyl Corporation. Very truly yours. ^G. S. Roberts, Chief Engineer Accepted: BARNARD & BURK INDUSTRIAL CORPORATION By Title_______________________________________ Date -08557 ETC 03896 kn. Kotkor piorco C. A. Kylo Barnard k lark, Inc. afinooriag ScrvUoo Ink Ittat Ih|< fikrury 14V 1H4 ncotad copy tf r<iirac4 1944 ag room*at U Kloicd for your filti. Conformed cepioo aro kolng forwarded tot W. F. Armetraaf A. C. Burdick C. . CoWin K. H. CowLiokaw CL F. Kirby W. ft. For duo, Jr. S Boberte---- ' F. P. #*TBO -/ ^^ ^ CAK:sjh i bcI. C. A. KyU E-08558 ETC 03897 THIS AGREEMENT made and entered into this /^7 day of January, 1964, by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "ETHYL"), and BARNARD AND BURK INDUSTRIAL CORPORATION, a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana (hereinafter referred to as "CORPORATION"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Corporation represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Ethyl's Baton Rouge plant, such services to consist of furnishing mechanical development draftsmen designers, mechanical, piping, structural, and electrical draftsmen designers, design engineers, project engineers, specification engineers, and if requested, a design leader and/or squad leaders and "material take-off* personnel; and further represents that it is in a position to furnish engineering services to Ethyl at Corporation's offices in Baton Rouge, Louisiana; NOW', THEREFORE, in consideration of the mutual covenants and agree ments hereinafter contained, it is agreed by Corporation and Ethyl as follows: E-08559 ETC 03898 2. 1. Corporation will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed at Ethyl's Baton Rouge plant. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Corporation's engineering personnel without giving fifteen (15) days prior notice, Ethyl will pay Corporation an amount of money equal to two weeks straight time salary (as approved pursuant to Article 4 hereof) for each Corporation employee who as a result of such reduction no longer performs services hereunder, except and unless said Corporation employee continues in the employ of Corporation. 2. During all such times as Corporation supplies engineering personnel assistance at Ethyl's Baton Rouge plant should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen designers furnished. The Design Leader shall also be in general charge of the project engineers, specification engineers, development draftsmen designers, and material take-off personnel furnished and shall be Corporation's representative in ET-08560 ETC 03899 3. ail matters pertaining to those parts of this contract dealing with engineering services which are to be performed at Ethyl's Baton Rouge plant. During periods of relatively low engineering activity when Ethyl does not desire the services of a resident "Design Leader", Corporation shall designate one employee to handle necessary work hours reports, etc. required for payroll and billing computations, etc. The direction and coordination of the work of the project engineers, specification engineers, mechanical development draftsmen designers, design engineers and material take-off personnel furnished hereunder shall, however, be the responsibility of Ethyl. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Corporation shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Corporation shall, for any and all purposes, be deemed and considered employees of Corporation and not of Ethyl. 4. Prior to Corporation assigning any of its engineering personnel for services which are to be performed at Ethyl's Baton Rouge plant, it shall submit to Ethyl the employee's qualifications and salary and said qualifications and salary shall be subject to and require Ethyl's approval. Similarly, any increases in salaries given by*Corporation to such employees must have Ethyl's prior approval. Corporation will remove from the performance of such engineer ing service any of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which F-08561 ETC 03900 he was supplied, or for any other just cause. 4 5. All engineering personnel furnished to perform services at Ethyl's Baton Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide .the engineering personnel assigned to perform services at Ethyl's Baton Rouge plant with the working facilities deemed necessary by Ethyl, but Ethyl will not furnish drafting tools. Such tools are to be supplied by Corporation or by its employees at Corporation's election. 7. As full compensation for the services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant. Ethyl agrees to: (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the engineering personnel performing services under this agreement; (b) Reimburse Corporation that part of the total salaries which it has paid to engineering personnel performing services under this agreement for F -08562 ETC 03901 5. work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate times the number of overtime hours worked, except that when Corporation by reason of the Wage and Hour Law is required to pay time and one-half for hours worked in excess of forty hours per week, Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate times the number of overtime hours worked. (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and other cost, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked. No fee shall be paid on any premium portion of overtime rates. (d) In computing salaries under paragraph 7 (a) provided an employee of Corporation has performed services hereunder on Ethyl's regular scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If contract holidays occur during scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regular scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bono-fide illness. Ethyl shall be notified at least 3 weeks in advance when on employee schedules any vocation, particularly when a holiday falls in the vacation period. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur E-08563 ETC 03902 6. during the scheduled vacation, or bona-fide illness. Salaries paid by Corporation to its employees on any other holidays will not be reimbursed by Ethyl. If.a Corporation employee has performed services hereunder on the regular scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself, Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours during which services were actually performed equivalent to the employee's straight time rate of pay but in computing fee thereon such hours will be considered as overtime. Straight time fee of fifty per cent (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Corporation. 8. (a) Corporation will also perform for Ethyl at Corporation's offices in Baton Rouge, Louisiana, furnishing all supervision, direction, coordination, materials and supplies required, such engineering services and consulting engineer ing services as are requested by Ethyl. In the event Ethyl avails itself of such engineering services and consulting engineering services, it shall pay Corporation E-08564 ETC 03903 7. for the services the sum of the following fixed hourly rates: Clossification Hourly Rotes Enginoer in Churgte Group Leaders Checkers, Senior Designers, Specification Writers and Estimators Designers and Senior Draftsmen Junior Designers and Draftsmen Stenographer-Clerk Reproduction of drawings by the ammonia process Q OK -- T I U 4?95 ?> 8 4r 0.08 per sq. ft. These rates include wages, salaries, vacation pay, holiday allowance, sick leave, travel expenses, payroll taxes, and insurance premiums which are a function of payroll, such as workmen's compensation, public liability and property damage insurance, cost of all materials, drafting and engineering supplies (except tracing cloth which Ethyl will furnish), overhead and profit. (b) If Corporation in the performance of engineering work for Ethyl at Corporation's Baton Rouge offices, makes use of personnel which it has assigned to work at Ethyl's Baton Rouge plant. Ethyl shall pay Corporation for the time spent by such personnel on the basis of approved straight time salary reimbursement plus a fee of fifty per cent (50%) thereof. This basis of paying Corporation for the engineering services performed by such personnel shall be in lieu of the rate schedule in subparagraph (a) above, it being the intention of the parties that the hourly rate schedule shall not apply when Corporation's personnel regularly assigned to work at Ethyl's Baton Rouge plant perform services on Ethyl's work at Corporation's Baton Rouge office. E-08565 ETC 03904 8. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized invoices submitted by Corporation at the end of each month; 9. All engineering personnel furnished shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Corporation will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Corporation and in the name of Ethyl Corporation as respective interests may appear: (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compensation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover any Public Liability and Property -08566 ETC 03905 9. Damage claim that might arise from the opeiation hereof regardless of whether such operation be by Corporation or by any person directly or indirectly employed by it. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears in the policy, it will be changed to read "occurrence" as respects bodily injury liability. Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Corporation against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Corporation or any persons directly or indirectly employed by it. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, prior to the commencement -08567 etc 03906 10. of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to the Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, as evidenced by return receipt of registered mail." Corporation shall on request permit an authorized agent of Ethyl to examine the original copies of any'and all insurance policies issued in compliance with the above requirements. 11. During the continuance of this contract. Corporation will comply with and make all payments required by ail applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of its employees in the performance thereof. Corporation indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Corporation and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Corporation hereby agrees that all information and know-how released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise. (=-08568 ETC 0 9 0 T 11 will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Corporation and all drawings, tracings, prints, and other information furnished to Corporation by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder.' Corporation agrees to use reasonable care in the selection and assign ment of personnel for the work authorized hereunder and to take proper pre cautions to avoid the unauthorized dissemination of information and know-how acquired from Ethyl or developed by Corporation during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Corporation while engaged in the performance of work authorized hereunder or resulting from information and know-how acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Corporation in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Corporation will make the fact of E-08569 ETC 03908 12. such discovery known to Ethyl as soon as it becomes known to Corporation. Corporation further agrees to request and use its best efforts in securing patent assignments to Corporation by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Corporation might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Corporation will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Barnard and Burk Industrial Cqrporation: "In consideration of the remuneration paid me by Barnard and Burk Industrial Corporation, and in consideration, as a separate and sufficient com pensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Barnard and Burk Industrial Corporation, and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employment with Barnard and Burk Industrial Corporation, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Barnard and Bulk Industrial Corporation; "That I will keep such proper records as I may be directed by my E-08570 ETC 03909 13. supervisor, and all records and ail notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Barnard and Bulk Industrial Corporation; "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Barnard and Burk Industrial Corporation, who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, know-how, or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, know-how and data does not become known to those who are engaged in activities competitive with those of Barnard and Bulk Industrial Corporation or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Barnard and Burk Industrial Corporation, and Ethyl Corporation before using or divulging the information in question to others outside Barnard and Burk Industrial Corporation. E--08571 ETC 03910 14. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Barnard and Burk Industrial Corporation may reasonably require of me to vest in it all rights herein conveyed, said Barnard and Burk Industrial Corporation bearing all reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Barnard and Burk Industrial Corporation regarding its subject-matter. Place Date EmployIe The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1964, and extending through December 31, 1964. Ethyl shall have the right to cancel this agreement at any time by giving Corporation sixty (60) days' written notice of such cancellation. Ethyl and Corporation each bind themselves, their successors, executors, administrators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. -08572 ETC 03911 15. Except as above, neither Ethyl nor Corporation shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. INDUSTRIAL CORPORATION --Q. Co-*--- ^ f. r//,.r / , ,, ETHYL CORPORATION By___ Chief Engineer E-0B573 ETC 03912 Mrs. CiAttr Here* C. A. Itylo Brttr4 it Sark* Inc. it|iurig &rvki< No York Betoo Ih|| fbr*ry 19, IH4 MCaU4 cpf of rlrK4 1H4 ll kI**4 for J9r file*. Center n>#d ctplii or* feeing frtr4i4 tel V-. f, Armstrong C. . Colvin K. H. Cewlikew C. F. Ktrfey W. it. perdue, Jr, C. e. Jtobcrti I . P. A or no CAK:*Jk ncl. C. A. Kyle E-08574 ETC 03913 THIS AGREEMENT mode and entered into this }rf day of January, 1964, by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "ETHYL"), and BARNARD AND BURK INDUSTRIAL CORPORATION, a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana (hereinafter referred to as "CORPORATION"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Corporation represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Ethyl's Baton Rouge plant, such services to consist of furnishing mechanical development draftsmen designers, mechanical, piping, structural, and electrical draftsmen designers, design engineers, project engineers, specification engineers, and if requested, a design leader and/or squad leaders and "material take-off" personnel; and further represents that it is in a position to furnish engineering services to Ethyl at Corporation's offices in Baton Rouge, Louisiana; NOW', THEREFORE, in consideration of the mutual covenants and agree ments hereinafter contained, it is agreed by Corporation and Ethyl as follows: -08575 ETC 03914 2. 1. Corporation will moke available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed at Ethyl's Baton Rouge plant. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Corporation's engineering personnel without giving fifteen (15) days prior notice. Ethyl will pay Corporation an amount of money equal to two weeks straight time salary (as approved pursuant to Article 4 hereof) for each Corporation employee who as a result of such reduction no longer performs services hereunder, except and unless said Corporation employee continues in the employ of Corporation. 2. During all such times as Corporation supplies engineering personnel assistance at Ethyl's Baton Rouge plant should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen designers furnished. The Design Leader shall also be in general charge of the project engineers, specification engineers, development draftsmen designers, and material take-off personnel furnished and shall be Corporation's representative in F-0857& ETC 03915 3. all matters pertaining to those parts of this contract dealing with engineering services which are to be performed at Ethyl's Baton Rouge plant. During periods of relatively low engineering activity when Ethyl does not desire the services of a resident "Design Leader", Corporation shall designate one employee to handle necessary work hours reports, etc. required for payroll and billing computations, etc. The direction and coordination of the work of the project engineers, specification engineers, mechanical development draftsmen designers, design engineers and material take-off personnel furnished hereunder shall, however, be the responsibility of Ethyl. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Corporation shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Corporation shall, for any and all purposes, be deemed and considered employees of Corporation and not of Ethyl. 4. Prior to Corporation assigning any of its engineering personnel for services which are to be performed at Ethyl's Baton Rouge plant, it shall submit to Ethyl the employee's qualifications and salary and said qualifications and salary shall be subject to and require Ethyl's approval. Similarly, any increases in salaries given by*Corporation to such employees must have Ethyl's prior approval. Corporation will remove from the performance of such engineer ing service any of its employees whom Ethyl requests to be removed^ by reason of said employee failing to perform in a satisfactory manner the services for which E-08577 ETC 03916 he was supplied, or for any other just cause. 4 5. All engineering personnel furniiied to perform services at Ethyl's Baton Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide .the engineering personnel assigned to perform services at Ethyl's Baton Rouge plant with the working facilities deemed necessary by Ethyl, but Ethyl will not furnish drafting tools. Such tools are to be supplied by Corporation or by its employees at Corporation's election. 7. As full compensation for the services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant, Ethyl agrees to: (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the engineering personnel performing services under this agreement; (b) Reimburse Corporation that part of the total salaries which it has paid to engineering personnel performing services under this agreement for E-08578 ETC 03917 5. work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate times the number of overtime hours worked, except that when Corporation by reason of the Wage and Hour law is required to pay time and one-half for hours woiked in excess of forty hours per week. Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate times the number of overtime hours worked. (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and other cost, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked. No fee shall be paid on any premium portion of overtime rates. (d) In computing salaries under paragraph 7 (a) provided an employee of Corporation has performed services hereunder on Ethyl's regular scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If contract holidays occur during scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regular scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. Ethyl shall be notified at least 3 weeks in advance when an employee schedules any vocotion, particularly when a holiday falls in the vocation period. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur E~08579 ETC 03918 6. during the scheduled vacation, or bona-fide illness. Salaries paid by Corporation to its employees on any other holidays will not be reimbursed by Ethyl. If.a Corporation employee has performed services hereunder on the regular scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself, Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours during which services were actually performed equivalent to the employee's straight time rate of pay but in computing fee thereon such hours will be considered as overtime. Straight time fee of fifty per cent (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Corporation. 8. (a) Corporation will also perform for Ethyl at Corporation's offices in Baton Rouge, Louisiana, furnishing all supervision, direction, coordination, materials and supplies required, such engineering services and consulting engineer ing services as are requested by Ethyl. In the event Ethyl avails itself of such engineering services and consulting engineering services, it shall pay Corporation e_o8580 ETC 03919 7. for the services the sum of the fojlowing fixed hourly rates: c /fsc. / x l* / J da glassification Hourly Rotes ^T ----- /*/-; / Off-!* ^-,y /y/fac/t 'V Engineer in'Chorge Group Leaders . - fr*-// rS ..'/ -C-* ` S-teree9r& Checkers, Senior Designers, Specification Writers and Estimators 0r56 Designers and Senior Draftsmen -7r75 S5 Junior Designers and Draftsmen *r75 Stenographer-Clerk 4.75 Reproduction of drawings by the ammonia process 0.08 per sq. ft. These rates include wages, salaries, vacation pay, holiday allowance, sick leave, travel expenses, payroll taxes, and insurance premiums which are a function of payroll, such as workmen's compensation, public liability and property damage insurance, cost of all materials, drafting and engineering supplies (except tracing cloth which Ethyl will furnish), overhead and profit. (b) If Corporation in the performance of engineering work for Ethyl at Corporation's Baton Rouge offices, makes use of personnel which it has assigned to work at Ethyl's Baton Rouge plant. Ethyl shall pay Corporation for the time spent by such personnel on the basis of approved straight time salary reimbursement plus a fee of fifty per cent (50%) thereof. This basis of paying Corporation for the engineering services performed by such personnel shall be in lieu of the rate schedule in subparagraph (a) above, it being the intention of the parties that the hourly rate schedule shall not apply when Corporation's personnel regularly assigned to work at Ethyl's Baton Rouge plant perform services on Ethyl's work at Corporation's Baton Rouge office. E-08581 ETC 03920 8. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized invoices submitted by Corporation at the end of each month. 9. All engineering personnel furnished shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Corporation will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Corporation and in the name of Ethyl Corporation as respective interests may appear: (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compensation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover any Public Liability and Property -0858? ETC 03921 ? Damage claim that might arise from the operation hereof regardless of whether such operation be by Corporation or by any person directly or indirectly employed by it. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears in the policy, it will be changed to read "occurrence" as respects bodily injury liability. Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Corporation against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Corporation or any persons directly or indirectly employed by it. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, prior to the commencement -08583 ETC 03922 10 of work under this agreement. All certificates must includethe following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to the Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, as evidenced by return receipt of registered mail." Corporation shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. 11. During the continuance of this contract, Corporation will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of its employees in the performance thereof. Corporation indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 12. In the performance of the work authorized hereunder, Ethyl will from time to time release to Corporation and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Corporation hereby agrees that all information and know-how released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise. E-08584 ETC 03923 11 will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Corporation and all drawings, tracings, prints, and other information furnished to Corporation by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder.' Corporation agrees to use reasonable care in the selection and assign ment of personnel for the work authorized hereunder and to take proper pre cautions to avoid the unauthorized dissemination of information and know-how acquired from Ethyl or developed by Corporation during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Corporation while engaged in the performance of woik authorized hereunder _ or resulting from information and know-how acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Corporation in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl moy have or may develop an interest. Corporation will make the fact of E--08585 ETC 03924 ]?. such discover/ kr.own to Ethyl as soon as it becomes known to Corporation. Corporation further agrees to request and use its best efforts in securing patent assignments to Corporation by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Corporation might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Corporation will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Barnard and Burk Industrial Cqrporation: "In consideration of the remuneration paid me by Barnard and Burk Industrial Corporation, and in consideration, as a separate and sufficient com pensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Barnard and Burk Industrial Corporation, and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employment with Barnard and Bulk Industrial Corporation, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Barnard and Burk Industrial Corporation; "That I will keep such proper records as I may be directed by my F-08586 ETC 03925 13. supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Barnard and Burk Industrial Corporation; "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Barnard and Burk Industrial Corporation, who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, know-how, or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, know-how and data does not become known to those who are engaged in activities competitive with those of Barnard and Bulk Industrial Corporation or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from BamaitJ and Burk Industrial Corporation, and Ethyl Corporation before using or divulging the information in question to others outside Bamord and Burk Industrial Corporation. E-08587 ETC 0392(5 14 "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Barnard and Burk industrial Corporation may reasonably require of me to vest in it all rights herein conveyed, said Barnard and Burk Industrial Corporation bearing all reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Barnard and Burk Industrial Corporation regarding its subject-matter. Place Date Employee The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1964, and extending through December 31, 1964. Ethyl shall have the right to cancel this agreement at any time by giving Corporation sixty (60) days' written notice of such cancellation. Ethyl and Corporation each bind themselves, their successors, executors, administrators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. -08588 ETC 03927 15. Except as above, neither Ethyl nor Corporation shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. vy.', ..... 9'a- ETHYL CORPORATION C. Burdick, Chief Engineer E-08589 ETC 0392a VBDV 3 BR NY 3 BRB NY CONFIDENTIAL 1-17-64 A C BURDICK BR CC* DR. 0 F KIRBY BRB fR, TURNER THIS N0RNIN8 APPROVED YOUR REQUEST FOR AUTHORITY TO SION THE CONTRACTS NITH BARNARD 6 BURK AND SHILSTONE FOR 1964, AS PER YOUR MEMO OF JANUARY 7, 1964 TO HR. TURNER R HERZOG NY Us20 P ESI JB E--08590 ETC 03929 To From Subject * ETHYL CORPORATION INTEROFFICE Mr. H. A. Savage Addrxsi New York C. A. Kyle Barnard k Burk, Inc. Engineering Services - 1963 Addriss Date Baton Bongs March 21, 1963 Executed copy of referenced agreement is enclosed for your files. Conformed copies are being for. warded to: W. T. Armstrong, A. C. Burdick C. E. Colvin B. H. Cowlishaw G. 1*. Kirby W. B. Perdue, Jr. G. S. Roberte T. P. Warns CAJfcsjh Enel. C. A. Kyle E-08B91 etc 03930 THIS AGREEMENT made and entered into this f day of January, 1963, by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "ETHYL"), and BARNARD AND BURK INDUSTRIAL CORPORATION, a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana (hereinafter referred to as "CORPORATION"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Corporation represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in con junction with Ethyl's engineering staff at Ethyl's Baton Rouge plant, such services to consist of furnishing mechanical development draftsmen designers, mechanical, piping, structural, and electrical draftsmen designers, design engineers, project engineers, specification engineers, and if requested, a design leader and/or squad leaders and "material take-off" personnel; and further represents that it is in a position to furnish engineering services to Ethyl at Corporation's offices in Baton Rouge, Louisiana; NOW, THEREFORE, in consideration of the mutual covenants and agree ments hereinafter contained, it is agreed by Corporation and Ethyl as follows: E_08592 b',TC U3931 2. 1. Corporation will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed at Ethyl's Baton Rouge plant. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Corporation's engineering personnel without giving fifteen (15) days prior notice, Ethyl will pay Corporation an amount of money equal to two weeks straight time salary (as approved pursuant to Article 4 hereof) for each Corporation employee who as a result of such reduction no longer performs services hereunder, except and unless said Corporation employee continues in the employ of Corporation. 2. During all such times as Corporation supplies engineering personnel assistance at Ethyl's Baton Rouge plant should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen designers furnished. The Design Leader shall also be in general charge of the project engineers, specification engineers, development draftsmen designers, and material take-off personnel furnished and shall be Corporation's representative in fr -085*33 ETC 03932 3. all matters pertaining to those parts of this contract dealing with engineering services which are to be performed at Ethyl's Baton Rouge plant. During periods of relatively low engineering activity when Ethyl does not desire the services of a resident "Design Leader", Corporation shall designate one employee to handle necessary work hours reports, etc. required for payroll and billing computations, etc. The direction and coordination of the work of the project engineers, specification engineers, mechanical development draftsmen designers, design engineers and material take-off personnel furnished hereunder shall, however, be the responsibility of Ethyl. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Corporation shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Corporation shall, for any and all purposes, be deemed and considered employees of Corporation and not of Ethyl. 4. Prior to Corporation assigning any of its engineering personnel for services which are to be performed at Ethyl's Baton Rouge plant, it shall submit to Ethyl the employee's qualifications and salary and said qualifications and salary shall be subject to and require Ethyl's approval. Similarly, any increases in salgries gjven by'Corporation to such employees must have Ethyl's prior approval. Corporation will remove from the performance of such engineer ing service any of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which E-08594 ETC 03933 he was supplied, or for any other just cause. 4. 5. All engineering personnel furnished to perform services at Ethyl's Baton Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide the engineering personnel assigned to perform services at Ethyl's Baton Rouge plant with the working facilities deemed necessary by Ethyl, but Ethyl will not furnish drafting tools. Such tools are to be supplied by Corporation or by its employees at Corporation's election. 7. As full compensation for the services rendered, performed, and furnished hereunder at Ethyl's Baton Rouge plant. Ethyl agrees to: (a) Reimburse Corporation the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the engineering personnel performing services under this agreement; (b) Reimburse Corporation that part of the total salaries which it has paid to engineering personnel performing services under this agreement for F-08595 ETC 03934 5. work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate times the number of overtime hours worked, except that when Corporation by reason of the Wage and Hour Law is required to pay time and one-half for hours woiked in excess of forty hours per week. Ethyl will reimburse Corporation for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate times the number of overtime hours worked. (c) Pay Corporation to cover its profit, overhead, insurance, employment taxes, and other cost, a fee equal to fifty per centum (50%) of straight time \ pay rate for all hours actually worked. No fee shall be paid on any premium portion of overtime rates. (d) In computing salaries under paragraph 7 (a) provided an employee of Corporation has performed services hereunder on Ethyl's regular scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If contract holidays occur during scheduled vacation, the requirement for performance of work by the employees on Ethyl's regular scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation. The employee will be F-08596 ETC 03935 6. required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation. Salaries paid by Corporation to its employees on any other holidays will not be reimbursed by Ethyl. If a Corporation employee has performed services hereunder on the regular scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours during which services were actually performed equivalent to the employee's straight time rate of pay but in computing fee thereon such hours will be considered as overtime. Straight time fee of fifty per cent (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Corporation. 8. (a) Corporation will also perform for Ethyl at Corporation's offices in Baton Rouge, Louisiana, furnishing all supervision, direction, coordination, materials and supplies required, such engineering services and consulting engineer ing services as are requested by Ethyl. In the event Ethyl avails itself of such engineering services and consulting engineering services. It shall pay Corporation E-08597 ETC 03936 7. for the services the sum of the following fixed hourly rates: Classification Hourly Rates Engineer in Charge Group Leaders Checkers, Senior Designers, Specification Writers and Estimators Designers and Senior Draftsmen Junior Designers and Draftsmen Stenographer-Clerk Reproduction of drawings by the ammonia process $10.00 9.25 8.50 7.75 6.75 4.75 0.05 per sq .ft These rates include wages, salaries, vacation pay, holiday allowance, sick leave, travel expenses, payroll taxes, and insurance premiums which are a function of payroll, such as workmen's compensation, public liability and property damage insurance, cost of all materials, drafting and engineering supplies (except tracing cloth which Ethyl will furnish), overhead and profit. (b) If Corporation in the performance of engineering work for Ethyl at Corporation's Baton Rouge offices, makes use of personnel which it has assigned to work at Ethyl's Baton Rouge plant. Ethyl shall pay Corporation for the time spent by such personnel on the basis of approved straight time salary reimbursement plus a fee of fifty per cent (50%) thereof. This basis of paying Corporation for the engineering services performed by such personnel shall be in lieu of the rate schedule in subparagraph (a) above, it being the intention of the parties that the hourly rate schedule shall not apply when Corporation's personnel regularly assigned to work at Ethyl's Baton Rouge plant perform services on Ethyl's work at Corporation's Baton Rouge office. F-08598 ETC 03937 8. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized invoices submitted by Corporation at the end of each month. 9. All engineering personnel furnished shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Corporation will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Corporation and in the name of Ethyl Corporation as respective interests may appear: (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to oil claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compensation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover any Public Liability and Property F-08599 ETC 03938 9. Damage claim that might arise from the operation hereof regardless of whether such operation be by Corporation or by any person directly or indirectly employed by it. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears in the policy, it will be changed to read "occurrence" as respects bodily injury liability. Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Corporation against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Corporation or any persons directly or indirectly employed by it. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, prior to the commencement F-08A00 ETC 03939 10. of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to the Ethyl Corporation, Attention Insurance Supervisor, Box 341, Baton Rouge, Louisiana, as evidenced by return receipt of registered mail." Corporation shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. 11. During the continuance of this contract. Corporation will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of its employees in the performance thereof. Corporation indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Corporation and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Corporation hereby agrees that all information and know-how released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise. E-08601 etc 03940 11. will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Corporation and all drawings, tracings, prints, and other information furnished to Corporation by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder. Corporation agrees to use reasonable care in the selection and assign ment of personnel for the work authorized hereunder and to take proper pre cautions to avoid the unauthorized dissemination of information and know-how acquired from Ethyl or developed by Corporation during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Corporation while engaged in the performance of work authorized hereunder or resulting from information and know-how acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Corporation in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetra ethyllead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Corporation will make the fact of F-08602 ETC 03941 12. such discovery known to Ethyl as soon as it becomes known to Corporation. Corporation further agrees to request and use its best efforts in securing patent assignments to Corporation by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Corporation might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Corporation will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Barnard and Burk Industrial Corporation: "In consideration of the remuneration paid me by Barnard and Burk Industrial Corporation, and in consideration, as a separate and sufficient com pensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Barnard and Burk Industrial Corporation, and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employment with Barnard and Burk Industrial Corporation, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Barnard and Burk Industrial Corporation; "That I will keep such proper records as I may be directed by my E-08603 ETC 03942 supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Barnard and Bulk Industrial Corporation; "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Barnard and Burk Industrial Corporation, who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, know-how, or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, know-how and data does not become known to those who are engaged in activities competitive with those of Barnard and Burk Industrial Corporation or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside the Ethyl Corporation and Barnard and Burk Industrial Corporation. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Barnard and Burk Industrial Corporation, and Ethyl Corporation before using or divulging the information in question to others outside Barnard and Burk Industrial Corporation. F-08604 14 "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which said Barnard and Burk Industrial Corporation may reasonably require of me to vest in it all rights herein conveyed, said Barnard and Buik Industrial Corporation bearing all reasonable expenses incurred by me at its request in connection therewith; "This agreement supersedes all previous arrangements, agreements, or understandings, verbal or.in writing, between me and Barnard and Burk Industrial Corporation regarding its subject-matter. Place Date Employee The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1963, and extending through December 31, 1963. Ethyl shall have the right to cancel this agreement at any time by giving Corporation sixty (60) days' written notice of such cancellation. Ethyl and Corporation each bind themselves, their successors, executors, administrators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. E-08605 ETC 03944 15. Except as above, neither Ethyl nor Corporation shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. BARNARD AND BURK INDUSTRIAL CORPORATION By ________________ J. S. Burk ETHYL CORPORATION By(P A. C. Burdick, Jr. Chief Engineer E-08606 ETC 03945 w G. I. Roberts Mr. B. B. Turner A. C. Burdick, Jr. Continuing Contracts for 1963 New York Baton Rouge December 27, 1962 This is to request authority to sign the following two contracts for renewal In 1963. Drafting and Design Contract - Barnard and Burk This contract is to furnish sufficient manpower of specified qualifications to supplement the General Engineering manpower. The contract cost per manyear is approximately $11,000. Should Ethyl employ equivalent personnel In lieu of continuing this contract, a book cost of $12,300 (or an Incremental cost of $9,500) would result. The 1962 fluctuation of contract manpower between 4 and 24 {ustifles the unit cost of contract over Incremental Ethyl cost. Similar fluctuation In contract manpower Is expected in 1963. The 1963 Engineering Department budget allows for 12 man-years of contract work at an estimated cost of $132,000. This figure Is subject to considerable variation depending upon approval to definitively engineer some major construction projects. The proposed contract will include a 50% fee on straight-time salaries as in previous years. The fee on straight-time salary rata for overtime hours worked will be Increased from 25% to 50%. Overtime represents a minor portion of the contract costs since It has been controlled to the minimum level consistent with construction schedule demands. Concrete Testing Laboratory Services Bids have been tdeen for 1963 concrete Impaction and testing services for the Baton Rouge plant from Pitt&urgh Testing Laboratory and Shilstone Testing Laboratory. It is proposed to renew the contract with Shilstone. Both I^oratorlas E-08607 ETC 03946 ora quoting dw tax unit cosh Mch or* approximately 20% Higher Mmi (He 1962 unit prices. Shflstone continued to provide good service hi 1962. THe amount of the contract Is Indetenelnant but It Is estfaeoted that It will be approximately $2500. The cost for services provided by this contract It normally charged to the projects using An concrete. CED/mew A. C. lurdick, Jr. F-08608 Mr. B. B. Turner A. C. Burdick, Jr. Continuing Contracts for 1962 New York Baton Rouge IDecember 18, 196 Tbls is to request authority to sign the following two contracts for renewal in 1962. Drafting and Design Contract - Barnard li Burk This contract is to furnish sufficient manpower of specified qualifications to supplement the General Engineering manpower. The contract cost per man year is approximately $11,100. Should Ethyl employ equivalent personnel in lieu of continuing this contract, a book cost of $12,300 (or an incremental cost of $9,$00) would result. The 1961 experience resulted in a contract manpower fluctuation between 13 and 22, which partly Justifies ths unit cost of contract over incremental Ethyl cost. Similar or greater fluctuation in contract manpower is expected in 1962. The 1962 Engineering department budget allows for 18 man* years of work estimated at $200,000. This figure is subject to considerable variation depending upon approval to definitively engineer some major construction projects. It is proposed to continue the terms of last year's contract which included $0% fee on straight time salaries and 25% fee on the straight time salary rate for overtime hours worked. Overtime has been controlled to a minimum level consistent with construction schedule demands. Concrete Testing Laboratory Services Bids have been taken for 1962 concrete inspection and testing services for the Baton Rouge plant from Pittsburg Testing Laboratory and Shilstone Testing Laboratory. It is proposed to renew the contract E~08609 ETC 03948 Mr. B. B- Twur December IS* 1961 Page 2 with Shilstone. Both laboratories arc quoting the umt unit coat* which art identical to the 1961 unit prices; however* Bhilstone continued to provide good service in 1961. The amount of the contract is indeterminant hut it is estimated that it will he approximately $2,000. The cost for services provided hy this contract is charged to the projects using the concrete. A. C. Burdick* Jr. EVN:xneg cc: Messrs C. E. Daviet C. F. Kirby G. 5. Roberts E-0861.0 F/TC 039 4 9 Jlannary 4, 61 Barnard and Burk, be. Consulting Engineers 1023 Nicholson Drive Baton Rouge 2, Louisiana Gentlemen: As you know, our engineering agreement with you dated January 22, I960 will expire on December 31, I960 and we are desirous of extending it, without any change, for another year, expiring on December 31,. 1961. If this renewal is acceptable to you, will you kindly sign and date the enclosed copy of this letter and return it to me. Very truly yours, ETHYL CORPORATION A. C. Burdick, Jr Chief Engineer ACCEPTED BARNARD AND BURK, INC. ETC 03950 ETHYL CORPORATION INTER-OFFICE To Mr. G. S. Roberts Address Baton Rouge From Subject C. A. Kyle Renewal Contracts with James M. Shilstone and Barnard and Burke, Inc. Address Date Baton Rouge December 30, I960 Enclosed are drafts of letters which should renew the reference contracts. I would appreciate your having Clarke sign them and forwarding them on to the respective parties for their signature. Upon receiving the fully executed copies, please return them to me for further handling and distribution. I suggest you run off approximately ten or fifteen copies of each letter for distribution. CAK:egh Encs. C. A. Kyle ETC 03951 DRAFT BCC: C. A. Kyle Mr. James M. Shilstone, Partner Shilstone Testing Laboratory 1068 Neosho Avenue Baton Rouge, Louisiana Dear Mr. Shilstone: As you know our concrete inspection and testing agreement dated January 12, I960 will expire on December 31, I960 and we are desirous of extending it, without any change, for another year, expiring on December 31, 1961. If this renewal is acceptable to you, will you kindly sign and date the enclosed copy of this letter and return it to me. Very truly yours, ETHYL CORPORATION ACCEPTED: SHILSTONE TESTING LABORATORY By____________________ Partner Date Chief Engineer F-088 l '< ETC 03952 DRAFT BCC: C. A. Kyle Barnard and Burke, Inc. Consulting Engineers 1023 Nicholson Drive Baton Rouge 2, Louisiana Gentlemen: As you know, our engineering service agreement with you dated January 22, I960 will expire on December 31, I960 and we are desirous of extending it, without any change, for another year, expiring on December 31, 1961. If this renewal is acceptable to you, will you kindly sign and date the enclosed copy of this letter and return it to me. Very truly yours, ETHYL CORPORATION ACCEPTED: BARNARD AND BURKES INC. By Chief Engineer cc: Ks. f. suroy G. S. Roberts Mr. B. B. Turner Hew York A. C. Burdick, Jr Continuing Contracts for 1961 Baton Rouge December 16, 1960 This is to request authority to sign the following two contracts for renewal in 1961, Drafting and Design Contract - Barnard fc Burk This contract is to furnish sufficient manpower of specified qualifications to supplement the General Engineering manpower. The The contract eost per man year is approximately $11,400. Should Ethyl employ equivalent personnel in lieu of continuing this contract, a book cost of $12,600 (or an incremental cost of $9,400) would result. The 1960 experience resulted in a contract manpower fluctuation between 19 and 37 which partly justifies the unit cost of contract over incremental Ethyl cost. Similar fluctuation in contract manpower is expected in 1961. The 1961 Engineering department budget allows for 25 man-years of work estimated at $285, 000. This figure is subject to considerable variation depending upon approval to definitively engineer some major construction projects. It is proposed to continue the terms of last year's contract which included 50% foe on straight time salaries and 25% fee on the straight time salary rate for overtime hours worked. Overtime has been controlled to a minimum level consistent with construction schedule demands. Concrete Testing Laboratory Services Bids have been taken for 1961 concrete inspection and testing services for the Baton Rouge plant from Pittsburg Testing Laboratory and Shilstone Testing Laboratory. It is proposed to renew the contract ETC 03954 f I Mr. B. B. Turner 2- December 16, I960 with Shlletone. Both laboratories are quoting the same unit costs which are identical to the I960 unit prices; however, Shilstone con* tinued to provide good service in 1960. The amount of the contract is indeterminant but it is estimated that It will be less than $2000. The cost for services provided by this contract is charged to the projects using the concrete. CED/mew A. C. Burdick, Jr. t- -0861 6 ETC 1)3 9 55 Mr. A. C. Burdick, Jr. G. S. Roberts Continuing Contracts for I960 Baton Bougo Baton Bougo January 11, I960 This is to justify renewing of two contracts for 1960. Drafting and Design Contract - Barnard k Burk This contract is to furnish sufficient manpower of specified qualifications to supplement the General Engineering manpower, permitting the expeditious handling of extra work as well as prompt reduction of expenditures for technical manpower upon completion of peak project work. The contract unit cost is $11,100 per man-year. Should Ethyl employ equivalent personnel in lieu of continuing this contract, a book cost of $11,500 (or an incremental cost of $9,200) weald result. The 1959 experience resulted in a contract manpower fluctuation between 11 and 26 which partly justifies the unit cost of contract over incremental Ethyl cost. Similar fluctuation in contract manpower is expected in 1960. Other justification, based upon morale of Ethyl employees and advantageous recruiting factors, continues. Specifically, Ethyl employees and applicants feel that the Ethyl Engineering department jobs offer increased security and less routine drafting demand than would be possible without the subject contract. The contract charging rate continues below standard because the original basis of fee negotiation was primarily for hiring service, while in practice it has been essentially equivalent to normal engineering services. The I960 Engineering department budget allows for 26 man-years of work estimated at $290, 000. This figure is subject to considerable variation depending upon approval to definitively engineer some major construction projects. The terms of last year's contract included 50% fee on straight time salaries and 10% fee on overtime salarieo. The I960 contract F " 0 & <S 1 7 ETC 03956 Mr. A. C. Burdick, Jr. 2- Janmary 11, 1960 provides for the sene 50% fee aa straight time salaries ma though there has been an increase in payroll burden (fOAB). However, there is an increase in fee from 10% to 25% on overtime salaries to compensate for these engineering services at a rate nearer that of the straight~time fee. Overtime has been controlled to a minimum level consistent with construction schedule demands. In 1959 the overtime salary dollars were approximately $5,000 (2.2% of total contract). The increased fee on $5, 000 would be $750. The increase in FOAB is estimated at about $900. So the increased terms provide a standoff in meeting increased payroll taxes and at the same time provide a fee for overtime work more proportional to standard. Concrete Testing Laboratory Services Bids have been taken for 1960 concrete inspection and testing services for the Baton Rouge plant from Pittsburgh Testing Laboratory and Shilstone Testing Laboratory. The contract was renewed with Shilstone for 1959 after its original award to Shiltons for 1958 because of poor service from Pittsburgh in 1957. Both laboratories are quoting the same unit cost; however, Shil stone continued to provide good service in 1959. The amount of the contract is indeterminant but it is estimated that it will be less than $2000. The cost for services provided by this contract is charged to the projects using the concrete. CED/GSR/mew G. S. Roberts OaM o ETC 03957 TO: FROM: Mr. B. B. Turner A. C. Burdick, Jr. New York Baton Rouge SUBJECT: Continuing Contracts for 1959 December 15, 1958 This is to request authority to sign the following two contracts for renewal in 1959. 1. Drafting and Design Contract (Barnard & Burk). This contract is to furnish sufficient manpower of specified qualification to supplement the General Engineering manpower require ment in 1959. It provides flexibility in available manpower for expe ditiously handling extra work as well as decreasing the rate of expenditures for technical manpower promptly when project work is completed. The contract unit cost of $10, 700 per man-year is less than Ethyl book cost of $14,100 per man-year, but more than Ethyl incremental man-year cost of $9,400. The 1958 experience resulted in a contract manpower fluctua tion of over 50% which partly justifies the unit cost of contract over incremental Ethyl cost. A greater fluctuation in contract manpower is expected in 1959. Other justification is based upon morale of Ethyl employees and advantageous recruiting factors. Specifically, Ethyl employees and applicants feel that the Ethyl Engineering department jobs offer increased security and less routine drafting demand than would be possible without the subject contract. The contract charging rate is lower than standard because the original basis of fee negotiation was primarily for a hiring service, while in practice it has been essentially equivalent to normal engineering services. The 1959 Engineering department budget allows for 21 man-years of work estimated at $225, 000. This figure is subject to considerable variation depending upon approval to definitively engineer some major construction projects. Terms of the contract are the same as in 1958, the only change being a clause to clarify the basis for holiday pay. 2. Concrete Testing Laboratory Services Bids are being taken for 1959 concrete inspection and testing services for the Baton Rouge plant from Pittsburgh Testing Laboratory ETC 03958 $ Mr. B. B. Turner -2- December 15, 1958 and Shilstone Testing Laboratory . The contract was given to Shilstone for 1958 because of poor service from Pittsburgh in 1957. Both laboratories quoted the same unit cost. Shilstone now indicates that a cost increase will be forthcoming. The amount of the contract is indeterminant, but it is estimated that it will be less than $2, 000. The cost of this contract is charged to the projects using the concrete. ACB/GSR/mew A. C. Burdick, Jr. F-086?0 ETC 03959 t BRwNY w CONFIDENTIAL JANUARY t9 fo-HIR.'A.'C. BURDICK, JR-BAT0N ROUGE CC^MR. S. B.JiODI-BR \J MR. S. PERDUE, JR.-NY 5 ROY NY " ` "w MR. J. B. TAYLOR, JR.-Dt VIA NYK TW... ON JANUARY STH MR. TURNER'APPROVED YOUR EXECUTION OF CONTRACT^ WITH BARNARD AND BURK AND WITH SHILSTONE TESTING LAB FOR THE YEAR W w WW 1998 ON BASIS OUTLINEDwXN YO\JR LETTER TO MR* TURNER DATED 1-7-W, SUBJECT TO CLEARANCE BY MR. PERDUE. THE LATTER WAS OBTAINED*THIS . w. w w* W W w W MORNING WITH TILE UNDERSTANDING WAT ANY ADDITIONAL CHANGE IN THESE contracw ts or a substwantial nature would be brought to mr* turner-s ATTENTION BEFORE THEY ARE EXECUTED. C. L* SMITH-NEW YORK EST CW -Onb/ ETC 03960 To From Subject cc: Operating Committee ETHYL CORPORATION INTER-OFFICE 7 Mr. B. B. Turner Address jfew York A. C. Burdick, Jr. Concrete Inspection and TestingfContrac Address Baton Rouge Date January 7, 1958 This is to request your authority to execute a contract with the Shilstone Testing Laboratory for the inspection and testing of ready mixed concrete purchased by Ethyl for the Baton Rouge plant in 1958. The contract provides control service at a rate of $0. 55 per cubic yard for inspection at the mix plant or job site and $2.50 per cylinder for testing. These rates are the same rates paid under our 1957 contract with Pittsburgh Testing Laboratory. The services received from Pittsburgh in 1957 were not entirely satisfactory and thus it is recommended that the 1958 contract be with Shilstone. The amount of this contract is estimated to total approximately $1500 for 1958. The services obtained from this contract will assure that the quality of concrete received is commensurate to the price paid. The cost of services from this contract will be included in project estimates as part of the cost of ready mixed concrete and thus is covered by the 1958 Baton Rouge capital budgets. ACB/mew A. C. Burdick, Jr. F ETC 03961