Document oM6rXzRzYo9EG1OZkq4N0aj9r

J4.-1Z3Z CONTRACTOR'S COPY ) AGREEMENT CONTRACT Number RC-1142 between Brown 5 Root, Inc. and Exxon Chemical Company U.S.A. An Operating Division of Exxon Chemical Company, A Division of Exxon Corporation covering ' Engineering, Procurement and Construction of Compounding and Finishing Expansion Phase I Project at the Baytown Chemical Plant and Other Assignments RC-1142 April 18, 1975 EXX 012143 ARTICLE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 24 25 26 27 28 29 30 31 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G INDEX TO AGREEMENT TITLE PAGE WORK COMPLETION DATE CONTRACT PRICE COSTS FEE PAYMENT - COMPLETION - ACCEPTANCE ENGINEERING - PROCUREMENT - CONSTRUCTION TAXES AND DUTIES COMPLIANCE WITH LAW SAFETY LIENS DEFICIENT WORK - REMOVAL OF CONTRACTOR UNAVOIDABLE DELAYS INSPECTING AND TESTING SUSPENSION OF WORK TERMINATION OF WORK . WARRANTIES AND GUARANTEES PATENTS AND TECHNICAL INFORMATION CONTRACTOR'S RESPONSIBILITY INSURANCE LIMITATION OF CONTRACTOR'S LIABILITY INDEPENDENT CONTRACTOR OWNER'S REPRESENTATIVE SUBCONTRACTS - ASSIGNMENT OF CONTRA.CT CONFLICT OF INTEREST GOVERNING LAW EQUAL OPPORTUNITY AUTHORIZATION OF ASSIGNMENTS ENTIRE AGREEMENT NOTICES INDEX - HEADINGS 1 8 10 12 20 24 29 36 37 38 39 40 43 44 45 46 47 48 52 55 57 58 59 60 61 62 63 64 65 66 67 COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EMPLOYEES COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EXPENSES CONTRACTOR'S FIXED RATES FOR COMPUTER AND DATA PROCESSING SERVICES CONTRACTOR'S FIXED RATES FOR REPRODUCTION SERVICES EQUAL OPPORTUNITY SUPPLEMENT EMPLOYMENT OF HANDICAPPED CONTRACTOR'S CONSTRUCTION MANAGEMENT AND STAFF EMPLOYEES RC-1142 April 18 1975 EXX 0121*4 I I agree! :r r.l,; 1 - | This CONTRACT therein called CONTRACT) is made as of this 7 day 0< May, 1975 ^ by and between liroivn ij Root. Tnc., having an office located at 'IlijO H niton Itn.ve, Houston, Texas 7700.1 (I,cram cai led CONTRACTOR) and Exxon Chemical Company U.S.A., an ope rati ng division cf i. x.>n Chemical Company, a division of lix.\on Corporation having an office located at 1353 West Loop South, Houston, Texas 77027 (herein called OWNER). CONTRACT shall consist of the following documents: this AGREEMENT RC-1142 (heroin calied AGREEMENT) and attached EXHIBITS A, B, C, l), E, F, and G and JOB SPECIFICATION (defined in paragraph A-2 of ARTICLE l - WORK). JOB SPECIFICATION shall be deemed incorporated herein by reference and made a part hereof. WITNESSETH: That, in consideration of the convenants and agreements hereinafter set forth, the parties hereto hereby agree as follows. ARTICLE 1 - WORK A. Scene of Work - General *, 1. CONTRACTOR shall undertake and perform engineering, procurement and/or construction ASSIGNMENTS (herein referred to as ASSIGNMENT?) for and related to various projects (herein referred to as PLAITS) on designated sites (herein referred to as WORK SITES) on OWNER'S property in accordance with CONTRACT. To the extent required for r~ each ASSIGNMENT, CONTRACTOR shall furnish all supervision, engi neering and procurement services, consultations, construction services, other services required, equipment and materials, labor, construction tools and equipment, construction utilities and supplies, temporary structures and facilities, and CONTRACTOR shall purchase for the account of and in the name of OWNER all equipment and materials for incorporation as a permanent part of WORK and shall furnish transportation, including without limitation hauling, unloading and handling to, at and from WORK SITE, required *' the proper engineering and procurement and the successful constv . cion of PLANT, all of which together with with engineering, procurement and construction of FLANT shall be defined as WORK (herein referred to as WORK) for said ASSIGNMENT. 2. For each ASSIGNMENT, JOB SPECIFICATION, as referred to herein, is the bound collection of documents provided by OWNER for the purpose of providing a detailed definition of WORK, including CONTRACTOR'S services, and describing the administrative, procedural and technical requirements that CONTRACTOR shall satisfy in accomplishing WORK for said ASSIGNMENT. f\ a. JOB SPECIFICATION at date of authorization of an ASSIGNMENT may be incomplete since it may not contain the initial issue of certain documents. OWNER will issue said documents, when they become available, to complete JOB SPECIFICATION, JOB SPECIFI CATION documents nay be revised, from time to time, by OWNER in accordance with CONTRACT. At any time, JOB SPECIFICATION shall consist of all initial issues of JOB SPECIFICATION docu ments and all revisions thereto that have been issued by OWNER up to that point in time. RC-1'42 April <\ U'7r. EXX 012143 ` -< 1/ ART! CL!. I-A-2 (Continued) b. All specifications, drawings, instructions and other documents which are referred to in JOB SPECIFICATION documents shall be deemed incorporated therein by reference and made a part thereof. It shall be CONTRACTOR'S responsibility to obtain said items from OWNER, and OWNER will furnish them to CONTRACTOR upon request. 3. Certain materials and equipment may be advance ordered by OWNER and upon authorization of an ASSIGNMENT, if required by OWNER, all respon sibilities including but not limited to expediting, delivery, payment of vendor, erection, and integration of the material and equipment into the design and into the completed work shall be assumed by CONTRACTOR as though CONTRACTOR had originally ordered such material and equipment. CONTRACTOR assumes full responsibility for expediting delivery of such material and equipment in order to avoid any delay in achieving COM PLETION DATE. The advance ordered equipment and materials shall be subject to all provisions of this CONTRACT. All costs for all materials and equipment advance ordered by OWNER including but not limited to the payment of all prices for such advance ordered material and equip ment and all costs for expediting, delivery, erection or integration of such material into the design and into the completed PLANT shall be included in CONTRACT PRICE. 4. Should there be any conflict between AGREEMENT and JOB SPECIFI CATION, AGREEMENT shall take precedence. B. Scope of Work - Initial Assignment 1. For its initial ASSIGNMENT, CONTRACTOR shall engineer, procure and construct Baytown Compounding 5 Finishing Expansion Phase I (herein referred to as PLANT) on designated site (herein referred to as WORK SITE) on OWNER'S property at Baytown Chemical Plant, Baytown, Texas in accordance with CONTRACT. CONTRACTOR shall furnish all supervision, engineering and procurement services, consultations, construction ser vices, other services required, equipment and materials, labor, con struction tools and equipment, construction utilities and supplies, temporary structures and facilities, and transportation, including without limitation hauling, unloading and handling to, at and from WORK SITE, required for the proper engineering and procurement and the successful construction of PLANT, all of which together with the engineering, procurement and construction of PLANT shall be defined as WORK (herein referred to as WORK) for said initial ASSIGNMENT. 2. JOB SPECIFICATION, for the aforesaid initial ASSIGNMENT, is the bound collection of documents entitled "Baytown Compounding and Finishing Expansion Phase I Project". Said JOB SPECIFICATION at date of CONTRACT with Table of Contents dated April 18, 1975 is incomplete. C. Changes in Work 1. OWNER shall have the right, at any time, to make any CHANGES (herein called CHANGES) within the general scope of WORK, and CHANGES shall in no way affect the right:, or obligations of the parties hereto except as expressly provided herein. All provisions of AGREEMENT and all provisions of the latest issue of JOB SPECIFICATION shall apply to CHANGES. RC-1142 April IS, 1975 EXX 012146 'age j ARTICLE. l-C-2 2. CHANGES will normally be of the type listed under either paragraph a or b below. a. The following CHANGES shall be authorized by OWNER in advance of CONTRACTOR proceeding with said CHANGES. Said authorizations shall include any adjustments to SCHEDULED COMPLETION DATE, CONTRACT PRICE BUDGET or FEE as described in paragraph D of ARTICLE 2 - COMPLETION DATE, paragraph D of ARTICLE 3 - CONTRACT PRICE and paragraph D of ARTICLE S - FEE, respectively. (1) Revisions to JOB SPECIFICATION that affect WORK. Such, revisions may include OWNER, in lieu of CONTRACTOR, assuming responsibility for providing certain services, equipment, materials or supplies or OWNER designating sources of supply for such items. However, the initial issuance of documents contained in JOB SPECI FICATION, or revisions to said documents issued before CONTRACTOR commences the elements of WORK affected, shall not be considered as CHANGES unless, and to the extent, said documents conflict with JOB SPECIFICATION at date of authorization of an ASSIGNI-iENT. If there is no con flict, a CHANGE may still be authorized if any such revision is not consistent with the basis of CONTRACT PRICE BUDGET and/or SCHEDULED COMPLETION DATE in which case CONTRACT PRICE BUDGET and/or SCHEDULED COMPLETION DATE shall be adjusted as required. (2) Revisions required by OWNER to elements of WORK already accomplished in accordance with JOB SPECIFICATION. However revisions required while the design work is in progress, minor revisions required to recently completed designs, and revisions required to achieve compliance with JOB SPECIFICATION or to correct errors, omissions or failure to observe accepted engineering standards on the part of CONTRACTOR shall not be considered as CHANGES. (3) Engineering studies and cost estimates authorized by OWNER when considering a possible revision to JOB SPECIFICATION. However, such work required by OWNER to assure optimum design shall not be considered as CHANGES. (4) Revisions in sequence of completion pursuant to paragragh E of ARTICLE 2 - COMPLETION DATE. (5) Additional services by CONTRACTOR to supervise and administer other contracts pursuant to paragraph F-l of ARTICLE 7 - ENGINEERING - PROCUREMENT - CONSTRUCTION. (6) Reconstruction, repair or replacement of any part of WORK which has been damaged, destroyed or lost pursuant to paragraph A of ARTICLE 20 - INSURANCE. RC-1142 April IS, 1975 EXX 012147 Pape 4 ARTICLE l-C-2 (Continued) (7) Provision of insurance by OWNER, in lieu of CONTRACTOR, pursuant to paragraph B of ARTICLE 20 - INSURANCE. (8) Any subsurface conditions at WORK SITE which differ materially from those indicated in JOB SPECIFICATION. If such conditions should have been or are discovered by, or brought to the attention of CONTRACTOR'S Senior Corporate Officers, Project Sponsor, Project General Manager or Construction Project Manager (herein re ferred to as CONTRACTOR'S COGNIZANT OFFICIALS), CON TRACTOR shall promptly, before continuing work or disturbing said conditions, give notice to OWNER. CONTRACTOR shall establish procedures whereby CONTRACTOR'S COGNIZANT OFFICIALS will be so notified. OWNER will promptly investigate said conditions, and if OWNER judges that said conditions do so differ and will substantially affect CONTRACTOR'S costs or the time required for accomplishing WORK, OWNER will authorize a CHANGE reasonably allowing for the effect necessarily caused by said conditions. If CONTRACTOR'S Project General Manager or other designated representative in charge of WORK at WORK SITE at time of occurrence fails to give the aforesaid notice and proceeds with the work affected, then any costs incurred by CONTRACTOR resulting from said con ditions shall not be allowable as COSTS under ARTICLE 4 - COSTS and no adjustment shall be made to fixed FEE or no rate FEE shall be paid to CONTRACTOR as FEE under ARTICLE S - FEE nor shall any additional time be given for accomplishing WORK. However, to the extent OWNER judges that said work was satisfactory and required for accomplishing WORK in an efficient manner, OWNER may elect to extend the time for CONTRACTOR to submit said notice and to authorize a CHANGE for the reasonable effect on CONTRACTOR'S costs or the time required for accomplishing WORK caused by said conditions. b. Other CHANGES will be authorized by OWNER to establish any adjustments to SCHEDULED COMPLETION DATE, CONTRACT PRICE BUDGET or FEE resulting from the effects of the following circumstances, should such occur, as described in the Articles referred to hereunder. (1) OWNER'S possession or use of any partially completed portion of WORK pursuant to paragraph C of ARTICLE 6 PAYMENT - COMPLETION - ACCEPTANCE. (2) Non-correction of a deficient part of WORK pursuant to paragraph A-2-b of ARTICLE 12 - DEFICIENT WORK - REMOVAL OF CONTRACTOR. (3) Removal of CONTRACTOR pursuant to paragraph B of ARTICLE 12 - DEFICIENT WORK - REMOVAL OF CONTRACTOR. RC-1142 April IS, 1975 EXX &18J4Q ART If T. 1-C-2 (Continued) (4) Existence of FORCE MAJEURE pursuant to ARTICLE 13 UNAVOIDABLE DELAYS. (5) Suspension of a part of WORK or all remaining WORK pur suant to ARTICLE 15 - SUSPENSION OF WORK. (6) Termination of a part or all remaining WORK pur suant to ARTICLE 16 - TERMINATION OF WORK. 3. If, during the prosecution of WORK, CONTRACTOR believes that any instruction, interpretation or decision received from OWNER or that any act of OWNER affects CONTRACTOR'S work and should be treated as a CHANGE pursuant to the provisions of CONTRACT, then CONTRACTOR shall give prompt notice to OWNER prior to proceeding with the work affected. If OWNER agrees that said instruction, interpretation, decision or act requires a CHANGE, OWNER will authorize said CHANGE. However, no CHANGE will be authorized if OWNER judges that: a. CONTRACTOR'S work would have been affected by any other cause, including the fault or negligence of CONTRACTOR or CONTRACTOR'S failure to comply with a requirement of CONTRACT, or b. said instruction, interpretation, decision or act affects CONTRACTOR'S work in a manner consistent with the requirements of CONTRACT or is necessitated as a result of CONTRACTOR'S failure to comply with a requirement of CONTRACT. No CHANGE will be authorized by OWNER if CONTRACTOR has pro ceeded with the work affected by said instruction, interpretation, decision or act prior to giving the aforesaid notice to OWNER. 4. Adjustments to SCHEDULED COMPLETION DATE, CONTRACT PRICE BUDGET or FEE authorized by a CHANGE are not subject to renegotiation, and such adjustments shall be deemed to include any cumulative effect of this and previously authorized CHANGES on CONTRACTOR'S general program for accomplishing WORK. D. Contractor's Performance 1. CONTRACTOR warrants that it has the experience and capability including sufficient and competent supervisors and other personnel to efficiently and expeditiously accomplish WORK and CONTRACTOR further warrants that it will continuously furnish said personnel and so accomplish WORK in a manner satisfactory to OWNER. 2. CONTRACTOR acknowledges that prior to undertaking an ASSIGNMENT under CONTRACT it will have satisfied itself as to the nature of WORK, the location and peculiarities of WORK SITE, the general character, quality and quantity of equipment and materials required, the type and magnitude of engineering, procurement and construction services and labor required, the general character of construction tools and equipment and facilities required preliminary to and during the RC-1142 April IS, 1975 EXX 012149 rage o ARTICLE l-P-2 (Continued) prosecution of WORK, the general and local conditions and all other matters which could affect WORK under CONTRACT. Any failure by CONTRACTOR to discover matters which affect WORK shall not relieve CONTRACTOR from its obligations under CONTRACT. CON TRACTOR accepts WORK SITE as found subject to such modification as nay be set forth in JOB SPECIFICATION. 3. OWNER assumes no responsibility for any work by CONTRACTOR which is outside the scope of JOB SPECIFICATION or any conclusions, interpretations or work by CONTRACTOR in translating the data, information and requirements contained in JOB SPECIFICATION into PLANT. E. Owner's Activities 1. OWNER will exert all reasonable efforts to provide those items specified in JOB SPECIFICATION as being provided by OWNER in such time as to avoid delaying CONTRACTOR in the orderly prosecution of WORK. 2. OWNER, at its own expense, will obtain from governmental authorities the licenses and permits that it must possess in order to locate, build, maintain and operate PLANT on OWNER'S property. The aforesaid shall not limit CONTRACTOR'S responsibility to obtain all temporary permits and authorizations required for prosecution of WORK pursuant to paragraph D of ARTICLE 9 - COMPLIANCE WITH LAW. 3. OWNER, at its own expense, will develop with governmental authorities customs procedures for importing to WORK SITE all equipment and materials and construction tools, equipment and supplies required for accomplishing WORK. OWNER will also develop procedures for exporting CONTRACTOR-owned or rented construction tools and equipment. 4. OWNER reserves the right to furnish any or all construction tools, services, materials or equipment required for accomplishing WORK. 5. OWNER reserves the right to employ workmen or other cont-actors for maintaining, changing or adding to any of its existing facilities on its property or to use any portion of its property for its work. F. Owner's Reviews, Agreements, Approvals and Authorizations 1. Reviews, agreements or approvals by OWNER or its authorized repre sentatives related to CONTRACTOR'S work shall in no way relieve CONTRACTOR from its obligations to fulfill all requirements of CONTRACT. RC-1142 April 18, 1975 EXX 012150 Page 7 ARTICLE 1-P (Continued) 2. If CONTRACTOR proceeds with any part of WORK or a proposed CHANGE prior to obtaining OWNER'S authorization or approval as specifically required in CONTRACT, then any costs incurred by CONTRACTOR resulting from CONTRACTOR'S failure to obtain said prior authorization or approval shall not be allowable as COSTS under ARTICLE 4 - COSTS. However, if said part of WORK or proposed CHANGE was performed for the benefit of WORK as a whole, OWNER may authorize payment of said costs. 3. All approvals and authorizations by OWNER will be in writing. G. Publicity Releases - CONTRACTOR shall obtain approval from OWNER prior to making publicity releases or announcements regarding WORK or CON TRACTOR'S activities related to or its participation in WORK. CON TRACTOR shall not unnecessarily disclose to its subcontractors and vendors the name or location of OWNER. CONTRACTOR shall also require subcontractors and vendors to comply with this requirement. END OF ARTICLE RC-1142 April 18, 1975 EXX 012151 Page 8 ARTICLE 2 - COMPLETION* DATE ! A. Completion Pate - CONTRACTOR shall commence VORK.cn each ASSIGNMENT immediately after the dace of authorization of said ASSIGNMENT and shall prosecute the completion thereof with diligence and dispatch. 1. COMPLETION DATE (herein called COMPLETION DATE) for each ASSIGN MENT shall be the date that CONTRACTOR achieves MECHANICAL COM PLETION (defined in paragraph D-l of ARTICLE 6 -- PAYMENT - COM PLETION - ACCEPTANCE) of the entire WORK. 2. SCHEDULED COMPLETION DATE (herein called SCHEDULED COMPLETION DATE) for each ASSIGNMENT Is SCHEDULED COMPLETION DATE established pur suant to paragraph B-2 below, as adjusted pursuant to the provisions of paragraph D below. CONTRACTOR shall, at all times, control the progress of WORK and shall i exert all reasonable efforts to achieve COMPLETION DATE on or before SCHEDULED COMPLETION DATE. B. Schedule Performance - General 1. To the extent required for each ASSIGNMENT, CONTRACTOR shall be responsible for scheduling, progress reporting, forecasting and controlling COMPLETION DATE. CONTRACTOR'S schedules, progress reports, schedule forecasts and schedule control activities shall be subject to agreement by OWNER. All CONTRACTOR'S calculations and documents supporting said schedules, reports and forecasts shall be available to OWNER on request. 2. CONTRACTOR shall prepare a detailed work schedule for each ASSIGN MENT as soon as feasible and in any event not later than sixty (60) calendar days after receipt of the Initial issue of all required docu ments contained in JOB SPECIFICATION. Said schedule shall show the predicted time required to achieve MECHANICAL COMPLETION of WORK and major portions of WORK for which phased completion is planned or for which earlier completion is specified in JOB SPECIFI CATION. It shall be in the form of CONTRACTOR'S normal network diagram in sufficient detail to identify all major activities and restraints. After OWNER'S approval of the aforesaid detailed work sche dule, the predicted COMPLETION DATE shall become SCHEDULED COMPLEXION DATE for said ASSIGNMENT. 3. CONTRACTOR shall use the aforesaid detailed work schedule as the basis for progress reporting, schedule forecasting and schedule controlling. At regular intervals CONTRACTOR shall revise said detailed work schedule to include the effect.of CHANGES and to reflect actual work progress and shall prepare schedule forecasts that predict COMPLETION DATE and dates for MECHANICAL COMPLETION of major portions of WORK. .KC--1142 April 18, 1975 f" EXX 012152 rage 9 ARTICLE 2 (Continued) C. Schedule Performance - Initial Assignment 1. For its initial ASSIGNMENT, CONTRACTOR shall be responsible for scheduling, progress reporting, forecasting and controlling completion for the Baytown Compounding Finishing Expansion Phase I. CONTRACTOR'S schedules, progress reports, schedule forecasts and schedule control activities shall be subject to agreement by OWNER. All CONTRACTOR'S calculations and docu ments supporting said schedules, reports and forecasts shall be available to OWNER on request. 2. For the aforesaid ASSIGNMENT, CONTRACTOR shall prepare a detailed work schedule as specified in paragraph B-2 above. 3. CONTRACTOR shall use the aforesaid detailed work schedule as specified in paragraph B-3 above. D. Adjustments to Scheduled Completion Date 1. SCHEDULED COMPLETION DATE for an ASSIGNMENT shall be subject to adjustment only for CHANGES. If a CHANGE results in a revision to the current predic ted COMPLETION DATE, SCHEDULED COMPLETION DATE shall be adjusted by the amount said predicted COMPLETION DATE: a. is revised provided said predicted COMPLETION DATE becomes earlier than the current predicted COMPLETION DATE, or b. becomes later than the current SCHEDULED COMPLETION DATE, or c. becomes later than the current predicted COMPLETION DATE provided said current predicted COMPLETION DATE was later than the current SCHEDULED COMPLETION DATE. No adjustment to SCHEDULED COMPLETION DATE shall be made if said predicted COMPLETION DATE is delayed, but remains earlier than the current SCHEDULED COMPLETION DATE. 2. When authorized by OWNER, CONTRACTOR shall promptly prepare and submit to OWNER a detailed work schedule showing the net effect on the current pre dicted COMPLETION DATE and dates for MECHANICAL COMPLETION of major portions of WORK for accomplishing a proposed CHANGE, and shall propose any adjust ment required to SCHEDULED COMPLETION DATE pursuant to paragraph 1 above. Said schedule shall be submitted together with CONTRACTOR'S estimate of the effect on CONTRACT PRICE BUDGET pursuant to paragraph D of ARTICLE 3 - CON TRACT PRICE. After CONTRACTOR and OWNER agree on the reasonable net effect on schedule, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK including any required adjustment to SCHEDULED COMPLETION DATE. E. Sequence of Completion - CONTRACTOR shall MECHANICALLY COMPLETE any portion or portions of WORK in such time sequence as specified in JOB SPECIFICATION. If such time sequence is subsequently revised by OWNER, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK. However, should such revision in time sequence be authorized by OWNER as a result of CONTRACTOR'S, work falling behind the aforesaid detailed work schedule, no adjustment to fixed FEE shall be made, and SCHEDULED COMPLETION DATE shall be adjusted only if CONTRACTOR'S lateness is a direct result of FORCE MAJEURE. RC-1142 END OF ARTICLE EXX 012153 fage 10 ARTICLE 5 - CONTACT PRICE A. Contract Price 1. For each ASSIGNMENT, OWNER will pay CONTRACTOR, as full and complete compensation for accomplishing WORK and assuming all obligations under CONTRACT, a total CONTRACT PRICE (herein called CONTRACT PRICE) consisting of the sum of COSTS (defined in ARTICLE 4 - COSTS) and FEE defined in ARTICLE 5 - FEE). Payments to CONTRACTOR for COSTS shall be made in U.S. Dollars with the exception that for expenditures in curred in currencies other than U.S. Dollars, at the exclusive option of OWNER, OWNER may arrange for direct payments to vendors, suppliers or subcontractors or OWNER may pay CONTRACTOR in the same currencies as expended by CONTRACTOR. 2. CONTRACT PRICE shall include the effect of CHANGES authorized pursuant to paragraph C of ARTICLE 1 - WORK. For CHANGES, OWNER will pay CONTRACTOR for any additional costs incurred by CONTRACTOR and shall receive full credits for any refunds which accrue to CONTRACTOR pursuant to ARTICLE 4 - COSTS and, OWNER will pay CON TRACTOR and shall receive full credits foT any adjustment to FEE related to CHANGES and made pursuant to paragraph D of ARTICLE 5 FEE. 3. CONTRACT PRICE BUDGET (herein called CONTRACT PRICE BUDGET) is CONTRACT PRICE BUDGET established pursuant to paragraph B-2 below, as adjusted pursuant to the provisions of paragraph D below. 4. CONTRACTOR shall, at all times, control COSTS of WORK and exert all reasonable efforts to keep CONTRACT PRICE within CONTRACT PRICE BUDGET. B. Cost Performance - General 1. To the extent required for each ASSIGNMENT, CONTRACTOR shall be charged with the obligation for estimating, budgeting, reporting, forecasting and controlling COSTS of WORK. CONTRACTOR'S cost estimates, cost re ports, cost forecasts and cost control activities shall be subject to agreement by OWNER. All CONTRACTOR'S calculations and documents supporting said estimates, reports and forecasts shall be available to OWNER on request. 2. OWNER will provide, as soon as practicable a detailed cost estimate, supported by complete details including quantity takeoffs and unit pricing, to establish the initial CONTRACT PRICE BUDGET for each ASSIGNMENT. As an alternate, OWNER may authorize a CHANGE providing for the preparation of the detailed cost estimate by CONTRACTOR to establish CONTRACT PRICE BUDGET for said ASSIGWENT. After OWNER'S approval of the aforesaid detailed cost estimate, the sum of the total estimated COSTS and FEE shall become CONTRACT PRICE BUDGET for said ASSIGNMENT. 3. CONTRACTOR shall use the aforesaid detailed cost estimate and CONTRACT PRICE BUDGET as the basis for cost reporting, forecasting and controlling. At regular intervals, CONTRACTOR shall revise RC-1142 April 18, 1975 exx 012*5* I'agf; 11 ARTICLE 3-B-3 (Continued) said detailed cost estimate to include the effect of CHANGES and to reflect actual quantity and cost experience and shall prepare cost forecasts that predict CONTRACT PRICE and resulting underrun/ overrun of CONTRACT PRICE BUDGET. C. Cost Performance - Initial Assignment 1. For its initial ASSIGNMENT, CONTRACTOR shall be charged with the obligation for estimating, budgeting, reporting, forecasting and controlling of costs for the Baytown Compounding 5 Finishing Expansion Phase I. CONTRACTOR'S cost estimates, cost reports, cost forecasts and cost control activities shall be subject to agreement by OWNER. All CONTRACTOR'S calculations and documents supporting said estimates, reports and forecasts shall be available to OWNER on request. 2. CONTRACTOR shall use the detailed cost estimate and CONTRACT PRICE BUDGET for the aforesaid initial ASSIGNMENT in the manner specified in paragraph B-3 above. D. Adjustments to Contract Price Budget - CONTRACT PRICE BUDGET shall be subject to adjustment only for CHANGES. When authorized by OWNER, CONTRACTOR shall promptly prepare and submit to OWNER a detailed cost estimate of the effect on CONTRACT PRICE BUDGET for accomplishing a proposed CHANGE. Said estimate shall be supported by complete estimating details including quantity takeoffs and unit pricing. CON TRACTOR shall include the cost of preparing and estimating the proposed CHANGE as a separate item in its estimate. After CONTRACTOR and OWNER agree on the reasonable effect on CONTRACT PRICE BUDGET, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 WORK including any required adjustment to CONTRACT PRICE BUDGET. END OF ARTICLE RC-1142 April 18, 1975 EXX 012155 Page 12 ARTICLH 4 - COSTS - COSTS (herein called COSTS) shall consist of reimbur sable costs and CONTRACTOR'S fixed rates both as defined in this Article. A. General - COSTS shall consist of only the costs of materials, services and other items required for accomplishing WORK, but shall exclude any such costs specifically disallowed under other provisions of AGREOlENT. B. Reimbursable Costs - Reimbursable costs shall consist of only those costs incurred subsequent to date of CONTRACT and paid by CONTRACTOR for accomplishing WORK. Said costs shall exclude all profits to CONTRACTOR and shall be invoiced to OWNER at net cost to CONTRACTOR. CONTRACTOR shall exercise a high degree of care to take advantage of and will credit to reimbursable costs all cash and trade discounts, freight allowances and equalizations, annual volume or other allowances, credits, salvages, commissions, insurance premium discounts, dividends and retrospective premium adjustments, interest on any moneys advanced by OWNER to CONTRACTOR, and direct bonifications which accrue, and if due to the fault or neglect of CONTRACTOR, any of the foregoing allowances, discounts or credits are not realized, such costs shall be charged to CONTRACTOR. CONTRACTOR shall be responsible for and shall bear the cost of any loss of money and securities in its possession or advanced by OWNER for use in .accomplishing WORK. Reimbursable costs shall consist of only the following, and only if directly related to items required for accomplishing WORK. 1. Equipment and Materials and Construction Utilities, Supplies and Tools a. The costs of equipment and materials purchased by CONTRACTOR from vendor for the account of and in the name of OWNER, for incorporation as a permanent part of WORK. b. The costs of equipment and materials purchased by CONTRACTOR for temporary structures and facilities constructed at WORK SITE and all construction utilities and supplies purchased by CONTRACTOR for use in the construction of WORK. (The extent to which CONTRACTOR proposes to provide temporary structures and facilities and construction utilities and supplies shall be subject to OWNER'S prior approval). c. The costs of construction tools and equipment specified to be purchased by CONTRACTOR for the account of and in the name of OWNER and the costs of small tools purchased by CONTRACTOR to accomplish WORK. If CONTRACTOR furnishes new or used small tools from its own stock, the costs for said tools shall be established at CONTRACTOR'S net purchase price. 2. Transportation a. The costs of surface transpo rtation to WORK SITE of all equipment and materials, construction supplies, and construction tools and equipment purchased by CONTRACTOR RC-1142 April 18, 1975 E*X 01SJ56 I Tage 13 ARTICLE 4-B-2 (Continued) for the account of and in the name of OWNER, including packing/unpacking, loading/unloading, cartage, dunnage and similar items. b. The costs of surface transportation to and from WORK SITE for all construction tools and equipment (including motor vehicles and other items) rented from third parties, including decommissioning/commissioning, disassembling/ assembling, packing/unpacking, loading/unloading, cartage, dunnage and similar items. For construction tools and equipment owned and furnished by CONTRACTOR, only the follow ing transportation costs are reimbursable: (1) The costs of transportation to WORK SITE from CONTRACTOR'S nearest storage yard or another job where suitable construction tools or equipment are available. However, if construction tools or equipment are shipped directly from another job, reimbursement shall not exceed the cost of transportation from CONTRACTOR'S nearest storage yard or duplicate reimbursement to CONTRACTOR from third parties. (2) The costs of transportation from WORK SITE to CONTRACTOR'S nearest storage yard or another job. However, if construction tools or equipment are shipped directly to another job, reimbursement shall be only for that portion of cost in excess of equivalent transportation costs from CONTRACTOR'S storage yard to such other job, but it shall not exceed the cost of transportation to CONTRAC TOR'S nearest storage yard or duplicate reimbursement to CONTRACTOR from third parties. (3) OWNER'S prorata fair share of costs for decommissioning/ commissioning, disassembling/assembling, packing/ unpacking, loading/unloading, cartage, dunnage and similar items. c. The costs of air transportation to WORK SITE of items in paragraphs a and b above, but only with OWNER'S prior approval. 3. Field Employees - Salaries, Wages, Premiums, Payroll Burdens, Etc. a. Straight time salaries and wages for basic work week, and any straight time salaries and wages and premiums for overtime worked with OWNER'S prior approval (incidental overtime required for continuity of WORK or because of unusual conditions requires OWNER'S approval, but not necessarily prior approval), paid by CONTRACTOR to its field employees for the time they are directly engaged in prosecuting WORK as follows: RC-1142 EXX 012157 ! I ARTICLE 4-B-3 (Continued) Page 14 (1) Construction management and staff employees including but not limited to, construction manager, assistant managers, superintendents, general foreman, engineers and office manager. Included shall be salaries and wages paid to such employees while traveling, pursuant to paragraph B-7 of this Article, during regularly scheduled working days provided said salaries and wages do not apply to overtime hours. CONTRACTOR shall not grant temporary increases in job classification or compensation to its construction management and staff employees engaged in WORK without OWNER'S prior approval. Prior to granting any general increase in hourly compensation to said employees, CON TRACTOR shall review its plans with OWNER and demon strate that said increase is justified, permanent and con sistent with prevailing practice in the contracting industry. For the purpose of calculating straight time salary or wage on an hourly basis, an employee's annual salary shall be divided by 2080 hours per year, monthly salary by 173.3 hours per month or weekly salary by 40 hours per week. (2) Field office and service employees at WORK SITE including, but not limited to, accountants, paymasters, surveyors, draftsmen, cashiers, purchasing personnel, material men, expeditors, timekeepers, secretaries, clerks, watchmen and janitors. (3) Skilled, semi-skilled and unskilled employees, subforemen and craft foremen at WORK SITE. Notwithstanding the above, the cost of any service performed in the field by CONTRACTOR which under this CONTRACT is expected to be performed in the CONTRACTOR's home or branch offices and which is not a reimbursable cost in accordance with paragraph B-S of ARTICLE 4 - COSTS shall not be a reimbursable cost here under except with prior approval of OWNER. b. Payroll burdens for CONTRACTOR'S aforesaid field employees consisting of the costs to CONTRACTOR of all taxes and contributions imposed by LAW, or trade union contracts or regulations, with respect to or measured by CONTRACTOR'S payroll (e.g., workmen's compensation and employer's liability insurance, unemployment compensation insurance, old age benefits, welfare funds, pensions and annuities, and disability insurance), limits of comprehensive general liability insurance as required under provisions of ARTICLE 20 - INSURANCE, and CONTRACTOR'S standard employees benefits (e.g., vacation, holidays, sick or other leave with pay, personal time with pay, time off, for over time worked, retirement funds, health and life insurances, and any bonus programs but excluding any profit sharing programs), and CONTRACTOR'S non-standard employee benefits, including over seas bonuses and living allowances, when approved in advance by OWNER. RC-1142 ADril 18. 1975 EXX 012158 Tage 15 ARTICLE 4-B-3 (Continued) CONTRACTOR'S standard benefit policies for its construction management and staff employees, attached hereto and made a part hereof, may be changed only with OWNER'S prior approval. Invoicing of payroll burden shall be based upon the principle that OWNER pays only its prorata fair share of burden costs incurred by CONTRACTOR for the period of employee's employment on WORK. Allocation devices for invoicing payroll burdens shall be subject to OWNER'S approval. c. The costs of procuring, transporting and training labor, but only with OWNER'S prior approval. 4. Field Office Expenses - The costs of operating and maintaining CONTRACTOR'S field office at WORK SITE including, but not limited to, utilities, telephones, office supplies and duplicating services. Included shall be such costs related to the requirements of OWNER'S representatives at WORK SITE. 5. Home and Branch Office Employees - Salaries, Wages, Premiums, Etc. a. Salaries, wages and premiums, reimbursable in accordance with EXHIBIT A - COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EMPLOYEES attached hereto and made a part hereof, paid by CONTRACTOR to its employees located in its home office or its regularly established branch offices. Included shall be salaries and wages paid to such employees while traveling, pursuant to paragraph B-7 of this Article, during regularly scheduled working days provided said salaries and wages do not apply to overtime hours. CONTRACTOR shall not grant temporary increases in job classification or compensation to its employees engaged in WORK without OWNER'S prior approval. Prior to granting any general increase in hourly compensation to said employees, CONTRACTOR shall review its plans with OWNER and demonstrate that said increase is justified, permanent and consistent with prevailing practices ir the general area where CONTRACTOR'S office is located. For the purpose of calculating straight time salary or wages on an hourly basis, an employee's annual salary shall be divided by 2080 hours per year, monthly salary by 173.3 hours per month or weekly salary by 40 hours per week. b. The costs of reasonable living, housing and similar allowances for CONTRACTOR'S home or branch office employees relocated pursuant to paragraph C-2 of this Article. 6. Home and Branch Office Expenses - The costs reimbursable in accordance with EXHIBIT B - COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EXPENSES attached hereto and made a part hereof. RC-1142 April 18, 1975 EXX 012139 Page 16 ARTICLE 4-B (Continued) 7. Employee Travel - The costs of travel by CONTRACTOR'S home and branch office and construction management and staff employees away from their normally assigned work location, except relocation/rctum pursuant to paragraph C-2 of this Article, when approved in advance by OWNER, including traveling and living expenses while on travel status. Air travel shall be by tourist/economy class unless otherwise approved by OWNER. Other traveling including use of CONTRACTOR-furnished vehicles and living expenses shall be reasonable and in accordance with CONTRACTOR'S standard travel policies provided said policies have been approved by OWNER. 8. Taxes, Duties, Permit Fees and Royalties a. The costs of taxes, duties and permit fees imposed by reason of WORK accomplished and construction equipment, tools, utilities and supplies furnished by CONTRACTOR, but excluding taxes, duties and permit fees recovered by CONTRACTOR in accordance with other provisions of this Article and ARTICLE 5 - FEE. b. The costs of any royalties or license/knowhow fees payable to third parties provided OWNER has approved said fees as reim bursable costs and any such royalties or license/knowhow fees payable to CONTRACTOR provided OWNER has approved said fees as reimbursable costs on the date of CONTRACT. c. CONTRACTOR shall apply for a Texas Direct Payment Permit (if not previously obtained). After receipt of such permit, CONTRACTOR shall issue a Direct Payment Exemption Certificate to (1) lessors from whom he rents construction tools and equipment and (2) vendors from whom he purchases equipment, materials, construction utilities, supplies and tools (other than equipment and materials for incorpora tion as a permanent part of WORK). CONTRACTOR shall thereafter accrue and pay the appropriate Texas State and City use taxes according to the place of use. 9. Subcontracts - The costs of subcontracts awarded in accordance with CONTRACT including subcontracts for agency/rental personnel or engi neering services. CONTRACTOR shall review and approve subcontractors' invoices and shall submit same to OWNER for approval prior to payment. .10. Construction Tools and Equipment a. Rental costs for construction tools and equipment (including motor vehicles and other items). This shall include the costs of CONTRACTOR-owned or rented automobiles or trucks provided for use as pool vehicles or for use by CONTRACTOR'S supervisory personnel. b. nr-ll-i'' For construction tools and equipment owned and furnished by CON TRACTOR or rented, the costs of labor for daily routine servicing (other than labor for repairs which under the applicable equipment rental agreement with a third party or CONTRACTOR are chargeable to that third party or CONTRACTOR) and expendable operating supplies such as grease, oil and fuel (but excluding maintenance materials, parts and supplies, and all costs associated therewith, which shall be chargeable to renter or CONTRACTOR under the terms of the rental agreement). _ EXX 01210 1 Page 17 ARTICLE 4-B-10 (Continued) c. The costs of premiums for insurance on CONTRACTOR owned construction tools or equipment or, if such insurance is not carried by CON TRACTOR, the costs of repairing or replacing such construction tools or equipment. For construction tools or equipment rented from third parties, the costs of repairing or replacing such construction tools or equipment, unless insurance premiums are included in the rental rate. d. The costs of premiums for primary limits of automotive liability insurance, provided such insurance is not included in the rental rate. 11. Outside Consultants - The costs of outside consultants retained in accordance with the provisions of CONTRACT provided the services of said consultants do not take the place of services that CONTRACTOR would normally be expected to furnish with its employees and for which CONTRACTOR is compensated under paragraph C of this Article or ARTICLE 5 - FEE. 12. Relocation/Retum of Employees - The costs of relocation of CONTRACTOR'S employees from home and branch offices to other locations where their services will be performed and/or returning them at completion of their assignment. Relocation and return of CONTRACTOR'S employees shall be approved in advance by OWNER. Such costs shall be reasonable and in accordance with CONTRACTOR'S standard travel policies provided said policies have been approved by OWNER. The aforesaid costs shall not be allowable as COSTS when a CONTRACTOR'S employee is relocated to perform services not solely associated with accomplishing WORK or is replaced for CONTRACTOR'S convenience. 13. Such other costs for the benefit of WORK as should be reimbursable in accordance with generally accepted accounting practices consistently applied, acceptable to OWNER, and as are approved for payment by OWNER, except for such costs as are specifically provided by this AGREEMENT to be included in FEE or otherwise not reimbursable. C. Contractor's Fixed Rates - CONTRACTOR'S fixed rates shall consist of only those covered herein. CONTRACTOR'S fixed rates are agreed to be full and complete compensation to CONTRACTOR for its cost related to the items covered in paragraphs 1 through 4 below. It is intended that CONTRACTOR'S fixed rates represent approximate net costs to CONTRACTOR, excluding any profit. CONTRACTOR'S fixed rates are not subject to renegotiation or . retroactive adjustment based oh actual experience provided, however, that fixed rates for payroll burden under paragraph l-a-(l) below shall be sub ject to annual review and OWNER'S audit at the end of each calendar year and the actual amount of payroll burden for which CONTRACTOR received compensation during the preceding year will be increased or decreased based on actual payroll burden rates as established by said OWNER'S audit as compared to the rates used in CONTRACTOR'S monthly invoices. 1. Howe and Branch Office Departmental Overheads - CONTRACTOR'S fixed rates for home and branch office departmental overheads which shall include, but not be limited to, the costs of those items identified in EXHIBIT A - COMPENSATION FOR CONTRACTOR'S HONE AND BRANCH OFFICE EMPLOYEES and EXHIBIT B - COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EXPENSES are as follows: RC-1142 EXX 012161 Page IS ARTICLE 4-C-l (Continued) Portion of Departmental Overhead Location of Contractor's Office Houston a. For CONTRACTOR'S ecployees: (1) The payroll burden (defined in Note 3 of the aforesaid EXHIBIT A) portion of departmental over heads shall be recovered byapplying the following fixed rates to the salaries and wages paid to CONTRACTOR'S employees reimbursable pursuant to para graph B-S of this ARTICLE. 1 Percentage of salaries and wages paid for basic work week hours. 1/}.t\, (uistftear 1975) Percentage of straight tine salaries and wages paid for overtine hours, but excluding any premiums. 8.1% (Base Year 1975) (2) The balance of departcental overheads shall be recovered ^ .by applying the following fixed rates in accordance with the provisions of Note 4 of the aforesaid EXHIBIT A. Percentage of salaries and wages paid for basic work week hours. 70% Percentage of straight tine salaries and wages paid for overtine hours, but excluding any preniuns. 25% b. For agency/rental personnel, any incremental extra costs to CON TRACTOR for departnental overheads of the type covered under para graph (2) above resulting from said personnel perforning services in CONTRACTOR'S hone office or regularly established branch offices shall be recovered by applying the-following fixed rates to straight.time hours worked by said personnel for which CON TRACTOR is reimbursed pursuant to paragraph B-9 of this Article. ' ( Rate for basic work week hours. US 3.00/hr. Rate for overtime hours. RC-1142 April 18, 1975 i US $3.00/hr. 1 ! EXX 012162 Page 19 ARTICLE 4-C-l (Continued) The fixed rates above shall not apply to CONTRACTOR'S home and branch office employees and agency/rental personnel if assigned to CONTRACTOR'S construction staff at WORK SITE. 2. Computer and Data Processing Services - CONTRACTOR'S fixed rates for computer and data processing services directly related to accomplishing WORK shall be in accordance with EXHIBIT C CONTRACTOR'S FIXED RATES FOR COMPUTER AND DATA PROCESSING SERVICES attached hereto and made a part hereof. Computer and data pro cessing services for CONTRACTOR'S business and general accoun ting purposes are not chargeable hereunder. 3. Reproduction Services - CONTRACTOR'S fixed rates for reproduction services directly related to accomplishing WORK shall be in accordance with EXHIBIT D - CONTRACTOR'S FIXED RATES FOR REPRODUCTION SERVICES attached hereto and made a part hereof. 4. Contractor's Construction Tools and Equipment - CONTRACTOR'S fixed rates for construction tools and equipment owned and furnished by CONTRACTOR shall be bid in competition with other suppliers of con struction tools and equipment. If OWNER authorizes CONTRACTOR to furnish construction tools and equipment, the specific terms and conditions shall be agreed by CONTRACTOR and OWNER as a result of competitive bidding. END OF ARTICLE RC-1142 April 18, 1975 EXX 012163 Pape 20 ARTICLE S - FEE A. Fee - General 1. CONTRACTOR'S FEE (herein called FEE) for an ASSIGNMENT shall be full and complete compensation to CONTRACTOR for items including, but not limited to, those listed below. FEE is r.ot subject to escalation. a. CONTRACTOR'S general overhead which shall include, but not be 'limited to, costs of those items identified in Notes 9 and 10 of EXHIBIT A - COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EMPLOYEES and EXHIBIT B - COMPENSATION FOR CONTRACTOR'S HOLE AND BRANCH OFFICE EXPENSES. b. Any interest on CONTRACTOR's capital employed or on coney borrowed by CONTRACTOR for financing any costs in connection with WORK, except interest on capital invested by CONTRACTOR for construction tools and equipment while used on said ASSIGNMENT. c. Any feosts incurred by CONTRACTOR for said ASSIGNMENT prior to the date of authorization of said ASSIGNMENT except for approved COSTS to prepare estimates pursuant to parscraoh 5-2 cf this ARTICLE. d. All royalties or license/knowhow fees fer said ASSIG.I ENT except for any such royalties or fees approved by C..NER as a reimbursable cost in accordance with paragraph B-S-b of ARTICLE 4 - COSTS. e. CONTRACTOR'S income, profit, franchise, occupational license, and personal property taxes. f. All insurances carried by CONTRACTOR or required in ARTICLE 20 INSURANCE for which CONTRACTOR is not reimbursed in accordance with the provisions of ARTICLE 4 - COSTS; including, but not limited to Umbrella Liability Insurance (other than as required in ARTICLE 20 - INSURANCE). g. CONTRACTOR'S total profit related to WORK. 2. FEE for an ASSIGNMENT shall be the sun of two components, one re lated to CONTRACTOR furnishing home and branch office services, and the other related to CONTRACTOR furnishing construction manage ment services for WORK. B. . Determination of Fee for Home 6 Branch Office Services 1. For each ASSIGNMENT, fixed FEE related to CONTRACTOR furnishing home and branch office services shall be established based on estimate agreed by OWNER and CONTRACTOR of CONTRACTOR'S net incremental reimbursable home and branch office manhours pursuant to paragraph B-5-a of ARTICLE 4 - COSTS, required to accomplish WORK for said ASSIGNMENT multiplied by the applicable rate or rates specified below: RC-1142 April 18, 1975 EXX iei64 J Page 21 ARTICLE 5-B-l (Continued) Cumulative Home and Branch Office Reimbursable Manhours_______ US$/Rcir.ibursable Manhour 0 to 100,000 Over 100,000 to 200,000 Over 200,000 to 500,000 Above 500,000 $4.20 $3.90 $3.51 $2.93 The cumulative home and branch office reimbursable manhours in the above schedule is the sum total of agreed estimates of CONTRACTOR'S home and branch office reimbursable manhours for the initial ASSIGN MENT and all subsequent ASSIGNMENTS including CHANGES. A fixed FEE is not subject to renegotiation and is subject to adjust ment only for CHANGES pursuant to paragraph D below. Rates specified above are not subject to renegotiation, escalation or adjustment for CHANGES or for any other reason; provided, however, that for any ASSIGN MENT authorized prior to October 1, 1977 that exceeds 200,000 home office reimbursable manhours, the rates specified above may be equitably adjusted by mutual agreement for application to work performed on said ASSIGNMENT subsequent to October 1, 1977. 2. CONTRACTOR agrees that it will negotiate in good faith with OWNER to establish a fixed FEE for an ASSIGNMENT prior to the date of authoriza tion of said ASSIGNMENT. 3. If, prior to date of authorization of an ASSIGNMENT, a fixed FEE for said ASSIGNMENT has not been established, OWNER may authorize CON TRACTOR to commence with WORK on said ASSIGfftENT. As soon as feasible following date of authorization of said ASSIGNMENT, CONTRACTOR shall prepare an estimate of its Home and Branch Office reimbursable manhours required to accomplish WORK for said ASSIGNMENT. After OWNER reviews said estimate and OWNER and CONTRACTOR agree on the number of reim bursable manhours required to accomplish said WORK, a fixed FEE for said ASSIGNMENT shall then be established pursuant to the provisions of paragraph B-l above. For any WORK accomplished prior to the establishment of a fixed FEE, payment of FEE to CONTRACTOR related to providing home and branch office services shall be based on CONTRACTOR'S actual reimbursable home and branch office manhours expended in performance of said WORK multiplied by the applicable rate or rates specified in paragraph B-l above. 4. Should any ASSIGNMENT or CHANGE be completed prior to establish ment of fixed FEE, then fixed FEE shall be established retrospec tively based on CONTRACTOR'S actual reimbursable manhours expended therefore and the rate or rates specified in paragraph B-l above. C. Determination of Construction Management FEE For each ASSIGNMENT, FEE for CONTRACTOR furnishing construction management services shall be computed by multiplying CONTRACTOR'S reimbursable construction management and staff manhours expended by CONTRACTOR'S employees defined in EXHIBIT G - CONTRACTOR'S CONSTRUCTION MANAGE^NT AND STAFF EMPLOYEES during construction of said ASSIGNMENT by the applicable rate or rates specified below. pr_i i EXX 012165 ARTICLE 5-C (Continued) For construction performed during calendar vc.ar US$/Reimbursable Manhour 1975 1976 1977 1978 1979 $9.00 $9.00 $8.00 $S.00 ` $6.00 Fixed rates shown above shall not be subject to renegotiation, escalation or for any other reason. However, for construction performed after 1979, the fixed rate fee shall be established by mutual agreement of OWNER and CONTRACTOR. The rates shown above shall also be applicable to CHANGES. D. Adjustments to Fee 1. Any fixed FEE related to CONTRACTOR furnishing home and branch office services shall be subject to adjustment only for CHANGES. For each CHANGE, except those excluded by paragraph E below, ar. adjustment to fixed FEE, positive or negative, shall re made. 2. The amount of any adjustment to a fixed FEE shall re computed based rn an estimate of the net increase or decrease in. CCN7.~A.C71 h's here ar.d branch office employees' reimbursable manhours = \-." 1 -'* : -- account w-.sted services) due to said CHANGE muitapiiea tne applicable rate or rates specified in paragraph B-l above. Said esti mate of manhours shall reflect the cumulative total cf CONTRACTOR'S home and branch office services for all ASSIGNMENTS and CHANGES, E. Limitation of Fee 1. Specifically, but net by way of limitation, no adjustment to a fixed FEE shall be made under the following circumstances: a. CONTRACTOR makes errors or omissions.in .estimating the amounts of services to be provided or the costs of WORK; b. the amounts of services furnished by CONTRACTOR or the costs of WORK vary from CONTRACTOR'S or OWNER'S estimates of services or costs; c. the cost of materials, labor, services or other items change; ,0 d. any overtime work is performed in CONTRACTOR's home or branch offices or in the field; e. premiums or bonuses are paid by CONTRACTOR for earlier delivery of materials; f. certain revisions in tine sequence for completing portions of WORK are made pursuant to paragraph E of ARTICLE 2 - COMPLETION DATE; RC-1142 April 18, 1975 *' EXX 012166 Page 23 ARTICLE 5-E-l (Continued) g. deficiencies are remedied or a part of WORK is stopped pursuant to paragraph A of ARTICLE 12 - DEFICIENT WORK - REIOVAL OF CON TRACTOR; h. the existance of FORCE MAJEURE pursuant to ARTICLE 13 - UNAVOIDABLE DELAYS; i. a part of WORK or all remaining WORK is suspended pursuant to ARTICLE 15 - SUSPENSION OF WORK; j. corrective work is performed by CONTRACTOR pursuant to ARTICLE 17 - WARRANTIES AND GUARANTEES; k. certain work is performed by CONTRACTOR pursuant to paragraph A of ARTICLE 20 - INSURANCE in reconstructing, repairing or replacing a part of WORK that has been damaged, destroyed or lost. 2. Specifically, but not by way of limitation, no payment of rate FEE shall be allowable under the following circumstances: a. unauthorized work is performed by CONTRACTOR unless FEE is sub sequently approved by OWNER. b. deficiencies are remedied or part of WCr.K is stopped pursuant to paragTach A of ARTICLE 12 - DEFICIENT WORK - REMOVAL CF CONTRACTOR; c. corrective work is performed by CONTRACTOR pursuant to ARTICLE 17 - WARRANTIES ANT) GUARANTEES; d. certain work is performed by CONTRACTOR pursuant to paragraph A of ARTICLE 20 - INSURANCE in reconstructing, repairing, or replacing a part of WORK that has been damaged, destroyed cr lost. END OF ARTICLE ( RC-1142 April 18, 1975 f' EXX 012167 Page 24 ART IC 1.16 - PAY* HINT - COMPLETION - ACCF.PTA.NCli A. Invoicing and Payment of Contract Price 1. OWNER shall make available to CONTRACTOR all the currency requirements for the performance of WORK. To enable OWNER to adequately plan for the disbursement of required funds, approximately on the tenth working day before the end of each calendar month, CONTRACTOR shall present to OWNER its best estimate of the payable portion of COSTS for each ASSIGNMENT pursuant to paragraph A-2-c below, for WORK to be done during the succeeding month, the format of said estimate shall be approved in advance by OWNER. 2. At the beginning of each calendar month, or at a fixed date each month as may be agreed by CONTRACTOR and OWNER, during the progress of WORK, CONTRACTOR shall render to OWNER an invoice for each ASSIGN MENT that shows: a. COSTS paid by CONTRACTOR during the previous monthly period and any COSTS paid by CONTRACTOR but not listed on previous invoices. Said COSTS shall be certified by CONTRACTOR as being allowable pursuant to ARTICLE 4 - COSTS, and shall be itemized in accordance with CONTRACTOR'S code of accounts, as approved by OWNER, and any OWNER'S instructions. Invoicing for COSTS, including CONTRACTOR'S hone and branch office and construction management services, shall be kept current at all times. b. The portion of FEE earned in accordance with payment schedules to be agreed by CONTRACTOR and OWNER. These schedules shall each be based upon the principle that CONTRACTOR earns FEE in proportion to the costs of CONTRACTOR'S home and branch office services and construction management services, respectively, expended to date as compared with the current estimated total costs of said services. The aforesaid schedules are subject to adjustment for the effect of CHANGES and for revised forecasts of the estimated total costs of said services. c. The payable portion of COSTS allowable and FEE earned, pursuant to paragraphs a and b above, which shall be: (1) One hundred percent (100%) of the salaries, wages and premiums of CONTRACTOR'S home and branch office employees and re lated departmental overheads allowable as COSTS pursuant to paragraphs B-5 and C-l-a of ARTICLE 4 - COSTS and the . salaries, wages and premiums of CONTRACTOR'S construction management and staff employees and related payroll burdens for said employees allowable as COSTS pursuant to para graphs B-3-a-(l) and B-3-b of ARTICLE 4 - COSTS, (2) one hundred percent (100%) of the remaining COSTS allow able, and (3) Seventy-five percent (75%) of FEE earned. d. Cumulated payments to date by OWNER to CONTRACTOR for COSTS allowable and FEE earned. rc-i ir EXX 012168 I Page 25 ARTICLE 6-A-2 (Continued) e. Cumulated payable portions of COSTS allowable and FEE earned listed on the current and previous monthly invoices. 3. Included with said invoices shall be priced copies of payrolls for labor, copies of vendors' invoices for equipment and materials purchased, and all other vouchers and papers necessary to support the expenditures listed in CONTRACTOR'S invoices, vendors' invoices shall state separately transportation costs for all equipment and materials purchased for incorporation as a permanent part of WORK. 4. OWNER will establish an account or accounts for CONTRACTOR'S benefit in mutually agreeable bank or banks in order to make funds available as needed by CONTRACTOR for payable portions of COSTS and FEE earned pursuant to paragraph A-2-c of this Article. Any interest earned by the aforesaid account or accounts will be for OWNER'S benefit. All cash transfers made by OWNER to CONTRACTOR related to any provision in CONTRACT will be paid to CONTRACTOR by OWNER through said established account or accounts. The procedures for cash transfers and for handling funds shall be developed by mutual agreement of OWNER and CONTRACTOR as soon as feasible after date of CONTRACT based on the principle that funds will be made available as necessary, but no earlier than neces sary, for CONTRACTOR'S disbursement. 5. CONTRACTOR shall provide assurance of the accuracy of the vendors' or subcontractors' invoices, including the correctness of unit prices and quantities or services received; and shall be financially responsible for overpayments of any nature by OWNER to CONTRACTOR, even though the inaccurate costs were actually incurred by CONTRACTOR. 6. Approval or payment of any invoice or other charges, advancement of funds, or deposit of money by OWNER shall not preclude the right of OWNER from thereafter disputing, by audit or otherwise, any of the items involved and shall not be construed as acceptance of any part of WORK. 7. After COMPLETION DATE, at OWNER'S request, CONTRACTOR shall prepare an estimated breakdown of CONTRACT PRICE into OWNER'S plant accounts. 8. After OWNER has given notice to CONTRACTOR of completion and acceptance of WORK for an ASSIGNMENT pursuant to paragraph E below and after compliance by CONTRACTOR with all the provisions of CONTRACT applicable to said ASSIGNMENT and after CONTRACTOR has furnished OWNER -with: a. CONTRACTOR'S final monthly invoice for all remaining COSTS allowable and FEE earned for said ASSIGNMENT; b. proof satisfactory to OWNER that all COSTS have been satisfied and paid, that there are no unsatisfied claims for injuries to persons or property, and that no other indebtedness exists in connection with WORK for which CONTRACTOR is responsible; RC-1142 April 18, 1975 EXX 012169 Pa sc 2(i ARTICLE 6-A-8 (Continued) c. any and every document, receipt, statement of account, affi davit or assurance which OWNER requires as necessary or ap propriate to insure immunity to OIVNER from any and all liens or claims related to said ASSIGNMENT for which OWNER might be or become liable; d. assignments to OWNER from CONTRACTOR, and from each assignee under CONTRACT whose assignment is in effect at the time of final payment under CONTRACT for said ASSIGNMENT, of any refunds, rebates, credits or other amounts, including any interest thereon, accruing to or received by CONTRACTOR or said assignees to the extent that said items are properly allowable to COSTS for which CONTRACTOR has been reimbursed by OWNER; e. releases to OWNER from CONTRACTOR, and from each assignee under CONTRACT whose assignment is in effect at the time of final payment under CONTRACT for said ASSIGNMENT, discharging OWNER and Exxon Corporation and its owned, controlled, affiliated, subsidiary, associated, interrelated and operated companies, and the stockholders, officers, directors, agents, employees, and representatives of each from all liabilities, obligations and known claims or those claims of which CONTRACTOR should have known arising out of or under CONTRACT; and after all adjustments to FEE and all unsettled matters related to said ASSIGNMENT have been disposed of, CONTRACTOR shall submit to OWNER its final invoice for the unpaid balance of CONTRACT PRICE including the retained percentage of FEE. Within thirty (30) calendar days after receipt of said invoice and agreement by CONTRACTOR and OWNER on the amount, OWNER will pay said amount to CONTRACTOR. 9. Should OWNER notify CONTRACTOR to repair or replace any defective equipment, materials, or workmanship pursuant to ARTICLE 17 WARRANTIES AND GUARANTEES, any allowable COSTS incurred by CONTRACTOR after completion and acceptance of WORK shall continue to be invoiced and paid monthly as provided herein. B. Owner's Audit Rights 1. OWNER'S duly authorized representatives shall have access, at all reasonable times, to all CONTRACTOR'S and subcontractors' person nel, job descriptions, employment and qualification records, books, records, correspondence, instructions, plans, drawings, receipts, vouchers, data stored in computers and memoranda of every description pertaining to WORK under CONTRACT for the purpose of auditing and verifying COSTS of WORK or for any other reasonable purpose. OWNER'S representatives shall have the right to reproduce any of the aforesaid documents. CONTRACTOR shall preserve, and shall cause its sub contractors to preserve, all the aforesaid documents for a period of two years after the completion and acceptance or termination of WORK. RC-1142 April 18, 197S EXX 013170 Page 27 ARTICLE 6-B (Continued) 2. OWNER'S representatives shall also have sufficient audit access ^ to CONTRACTOR'S costs in the fixed rate area to satisfy themselves that all services that are supposed to be included in CONTRACTOR'S fixed rates pursuant to paragraph C of ARTICLE 4 - COSTS are so included. C. Possession and Use of Partially Completed Work 1. OWNER shall have the right to take possession of and use for any purpose any partially completed portion of WORK. OWNER will give notice to CONTRACTOR of OWNER'S intention to take said possession and use. Such taking possession or use shall not be deemed to be OWNER'S acknowledgement of completion and acceptance of said portion of WORK and shall not limit or waive CONTRACTOR'S responsibility pursuant to paragraph A of ARTICLE 19 - CONTRACTOR'S RESPONSIBILITY. 2. If such taking possession or use affects CONTRACTOR'S costs or the time required for accomplishing WORK, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK making any required adjustment to SCHEDULED COMPLETION DATE or CONTRACT PRICE BUDGET. However, should such taking possession or use result from CONTRACTOR'S work falling behind the detailed work schedule, no adjustment to FEE shall be made and SCHEDULED COMPLETION DATE shall be adjusted only if CONTRACTOR'S lateness is a direct result of FORCE MAJEURE. D. Mechanical Completion 1. MECHANICAL COMPLETION (herein called MECHANICAL COMPLETION) for each ASSIGNMENT shall be achieved for WORK or any portion thereof (a unit or system or an area of equipment) when: it has been completed mechanically and structurally, put in a tight and clean condition, and otherwise prepared as described in JOB SPECIFICATION; all of its deficiencies that could prevent or delay prestartup/startup procedures by OWNER or delay PLANT from operating at the conditions specified in JOB SPECIFICATION, to the extent that said deficiencies can be determined without introducing feed stock, have been corrected; and the initial complement of spare parts for it has arrived at WORK SITE. OWNER may, by agreement with CONTRACTOR, consider WORK or a portion thereof as having achieved MECHANICAL COMPLETION notwithstanding that: some minor amount of work, such as finish-insulating or painting, removal of temporary facilities, or general clean-up, remains to be done by CONTRACTOR; or some deficiency not affecting PLANT operation re quires correction by CONTRACTOR. 2. After CONTRACTOR and OWNER agree that MECHANICAL COMPLETION has been achieved for a portion of WORK, OWNER may, at his discretion, issue an interim turnover notice for said portion, which notice shall be automatically superseded when the final turnover notice for WORK is issued by OWNER pursuant to paragraph 3 below. RC-1142 April 18, 1975 EXX 012171 I Page 28 ARTICLE 6-D (Continued) 3. CONTRACTOR shall give notice to OWNER of the date CONTRACTOR considers MECHANICAL COMPLETION of WORK has been achieved. Within ten (10) calendar days after receipt of said notice, OWNER will issue the final turnover notice to CONTRACTOR certifying COMPLETION DATE if OWNER judges that MECHANICAL COMPLETION of WORK has been achieved, or give notice to CON TRACTOR of the deficiencies to be remedied before the final turnover notice will be issued. CONTRACTOR shall again, as above, give notice to OWNER after all deficiencies have been corrected. 4. The issuance by OWNER of an interim turnover notice or the final turn over notice shall not be construed as OWNER'S concurrence that WORK, or any portion thereof, fully conforms to JOB SPECIFICATION. 5. When OWNER has issued interim turnover notices or the final turnover notice, OWNER may proceed to start up the portions of PLANT that have achieved MECHANICAL COMPLETION. During this activity, CONTRACTOR shall continue to finish any incomplete work and promptly correct any deficiencies. 6. During the latter phase of accomplishing WORK, CONTRACTOR shall submit its plans for demobilization at WORK SITE to OWNER for his approval. CON TRACTOR shall not depart from WORK SITE until fECHANICAL COMPLETION of WORK has been achieved, and OWNER agrees that all remaining work, such as finish-insulating and painting, removal of temporary facilities, and general clean-up, has been completed and approves CONTRACTOR'S departure. E. Completion and Acceptance of Work - After CONTRACTOR has corrected all known deficiencies and PLANT has successfully operated at the condi tions specified in JOB SPECIFICATION and CONTRACTOR considers that it has completed WORK, then CONTRACTOR shall give notice to OWNER that WORK for said ASSIGNMENT has been completed. Within twenty (20) calendar days after receipt of said notice, OWNER will issue a notice to CONTRACTOR certifying completion and acceptance of WORK in accordance with CONTRACT for said ASSIGNMENT, or give notice to CONTRACTOR of the deficiencies to be remedied before the notice of completion and acceptance will be issued. OWNER'S notice of completion and acceptance shall not relieve CONTRACTOR from its obligations under ARTICLE 17 - WARRANTIES AND GUARANTEES. In the event OWNER does not commence operation of PLANT within ninety (90) days of MECHANICAL COMPLETION, CONTRACTOR may issue an invoice for payment of the unpaid balance of CONTRACT PRICE including the retained percentage of FEE. END OF ARTICLE RC-1142 April 18, 1975 EXX 01217s Page 29 article 7 - rriciNcnMnc - procurement - construction CONTRACTOR shall perform all engineering, procurement and construction ^ required to accomplish WORK for a minimum CONTRACT PRICE consistent with ' SCHEDULED COMPLETION DATE. Specifically, but not by way of limitation, the engineerin;;, procurement and construction services and the equipment and construction to be furnished by CONTRACTOR as well as equipment and materials purchased by CONTRACTOR for incorporation as permanent part of WORK shall be governed by the following provisions. CONTRACTOR shall furnish to OWNER or others, as required by J03 SPECIFICA TION, copies of details and working drawings, specifications, engineering calculations, purchase orders, subcontracts, and other data prepared for WORK by CONTRACTOR, subcontractors and vendors. Ia addition, OWNER shall have access, at all reasonable times, to CONTRACTOR'S engineering tools and data, including computer logic diagrams, which OWNER judges he requires to expeditiously review CONTRACTOR'S work. A. Engineering 1. CONTRACTOR shall furnish all engineering services necessary for WORK including, but not limited to, the following: prepare engineering drawings and specifications necessary to define the scope of WORK, check vendors' drawings, prepare drawings necessary to illustrate the different parts of WORK in sufficient detail to permit their manufacture, fabrication and construction, and prepare specifications in sufficient detail for procuring equipment and materials and for fabrication and construction. Such drawings and specifications shall be subject to review by OWNER and shall be available to OWNER during their development and promptly upon their completion. 2. CONTRACTOR shall bring to the attention of OWNER all things which in its opinion appear to be deficiencies, omissions, contradictions or ambiguities in JOB SPECIFIGVTION or between JOB SPECIFICATION and AGREEMENT, and OWNER will revise JOB SPECIFICATION to remedy any items he decides require correction before CONTRACTOR proceeds with the part of WORK affected. 3. Should any work or materials be required which are not denoted in CONTRACTOR'S specifications and drawings, either directly or indirectly, but which in the opinion of OWNER are nevertheless necessary for the proper carrying out of the intent of J03 SPECIFICATION, CONTRACTOR, shall furnish all such work and con struction equipment, tools, utilities and supplies and shall purchase for the account of and in the name of OWNER materials as if delineated or described. All work that may be called for in the specifications and not shown on the drawings, or shown on *the drawings and not called for in the specifications, shall be furnished by CONTRACTOR as if specified in both. RC-1142 April 18, 1975 EXX 012173 Page 50 ARTICLE 7-A (Continued) 4. When requested by OWNER, CONTRACTOR shall prepare all documents required by OWNER for developing customs procedures and obtaining licenses and permits pursuant to paragraph E of ARTICLE 1 - WORK. 5. Promptly after completion and acceptance of WORK, COiiTlL\CTOR shall provide OWNER with reproducible copies of all drawings supplied hereunder, including vendors' drawings, and copies of other papers pertaining to WOPJC, including indices and records of drawings, engineering calculation sheets and sketches, bills of materials, materials specifications and requisitions, purchase orders and subcontracts, for OWNER'S permanent files. B. Procurement 1. CONTRACTOR shall furnish all necessary procurement services, and shall purchase or otherwise provide on a competitive basis for the account of and in the name of OWNER all equipment, materials, supplies and major spare parts, except as may be provided by OWNER as specified in JOB SPECIFICATION, required for accomplishing WORK. With OWNER'S prior approval, CONTRACTOR may also submit proposals in competition with other vendors for furnishing equipment manufactured by CONTRACTOR or CONTRACTOR'S affiliates. All equipment, materials, supplies and spare parts furnished or otherwise provided by CONTRACTOR shall be new, unless otherwise approved by OWNER, and in good condition. 2. CONTRACTOR shall furnish all necessary expediting, transportation and customs clearance services for all items required for accom plishing WORK furnished by CONTRACTOR, and shall be responsible for their transportation, clearance through customs and arrival on WORK SITE in such time as to avoid any delay in the continuous prosecution of WORK and startup of PLANT. CONTRACTOR shall also be responsible for clearance through customs and transportation of CONTRACTOR-owned and rented construction tools and equipment that are exported from WORK SITE. 3. If requested by OWNER: a. CONTRACTOR shall endeavor to ' ave vendors take bac';, or shall sell competitively on the open market, any unused equipment, materials or construction supplies not consumed in accom plishing WORK and shall credit COSTS of WORK with the amounts recovered. Such returns or sales shall be subject to OWNER'S prior approval. b. CONTRACTOR shall sell competitively on the open market any used equipment, materials, construction supplies or scrap left over at WORK SITE or any used or unused construction tools or equipment or small tools. Alternatively, CONTRACTOR agrees to purchase small tools at their current fair market value. The aforesaid sales shall be subject to OWNER's prior approval. COST of WORK shall be credited with the amounts recovered from these sales. RC-1142 1 r* ^ r- EXX 012174 Page 31 ARTICLE 7 (Continued) C. Construction 1. CONTRACTOR shall furnish all necessary construction services and other items including, but not limited to, supervision, labor, subcontracted erection services, construction utilities and supplies, and temporary structures and facilities, except as may be provided by OWNER as specified in JOB SPECIFICATION, required for accomplishing WORK. Subcontracts, materials and other applicable items shall be purchased or otherwise provided on a competitive basis. 2. CONTRACTOR shall furnish all necessary procurement services and shall purchase, rent or otherwise provide on a competitive basis all construction tools and equipment (including motor vehicles), except as may be provided by OWNER as specified in JOB SPECIFI CATION, required for accomplishing WORK. With OWNER'S prior approval, CONTRACTOR may also submit proposals in competition with other renters for furnishing construction tools and equipment owned by CONTRACTOR. 3. Construction tools and equipment shall not be rented or furnished by CONTRACTOR without first securing OWNER'S agreement to the need- for each, the proposed date of arrival on WORK SITE, the rental or use rate, and the depreciated book value of each item. CONTRACTOR shall arrange that said items do not arrive on WORK SITE earlier than necessary for prosecution of WORK. When any such items are no longer required for WORK, CONTRACTOR shall promptly remove it from WORK SITE or, with OWNER'S agreement, store it on OWNER'S property. 4. A continuous inventory of all construction tools and equipment shall be maintained by CONTRACTOR. If OWNER requests, CONTRAC TOR shall issue an itemized tool list giving the quantity and description of all construction tools and equipment at WORK SITE. In addition, for tools and equipment rented or furnished by CONTRACTOR, said list shall indicate for each item the date rented or furnished, the rental or use rate, the total rental or use charges to date, the aate rental or usage stopped and the depreciated book value. At the end of the construction period, and at other times when OWNER requires, physical inventories shall be taken and any discrepancies shall be reported to OWNER. 'ST Temporary facilities or other items rented by CONTRACTOR, such as scaffolding, forms, sheds, buildings and trailers, shall be handled by CONTRACTOR in the manner described above for rented construction tools and equipment. Rental contracts, with lease/purchase options, for construction tools and equipment and other items shall give OWNER the exclusive right to exercise such options, and CONTRACTOR shall request OWNER'S decision regarding said options prior to returning any. ( such rented items. RC-1142 April 18, 1975 EXX 012175 I -------- ARTK'.).>`. '/-( (Continued) Page 32 ^ ,.} ^ 7, cONTItAnOR shall expedite the mi 1 oatl.ijij; of all equipment ami materials, construction supplies and construction tools and equipment to minimize demurrage. . ^ 8. field employees of CONTRACTOR and subcontractors engaged in the performance of V.'OIIK on OWNER'S property shall be governed by the following provisions: >. a. Compensation rates for employees up through craft foremen level shall not exceed prevailing raters- for the area where WORK is performed, and policies relative to fringe benefits shall not bo more liberal than prevailing practices. Before / CONTRACTOR or any subcontractor commences any field operations, CONTRACTOR shall have obtained OWNER'S approval of its proposed salary and wage ranges and fringe benefits, by job classifica tion, for such employees. No changes shall be made in said salary and wage ranges and fringe benefits without OWNER'S prior approval, it being understood that CONTRACTOR normally adjusts all wages annually. b. The regular working schedules for all employees covering the basic work week and any scheduled overtime shall be submitted to OkRTER for his approval. No employee shall work unscheduled overtime except with OWNER'S prior approval. (This sentence should be interpreted pursuant to the intent expressed in ARTICLE 4B-3a.) Overtime is time in excess of the basic work week for which employees receive premium pay in addition to#straight time pay. c. If requested by OWNER, CONTRACTOR'shall furnish OWNER with name . and addi-csses of subcontractors, field employees of CONTRACTOR or subcontractors, or others who have performed or are performing work under CONTRACT. .... . d. OWNER nay refuse a particular person admission .to its property or exclude a particular person from performing work under CONTRACT. If OWNER designates a person for exclusion from performing work under CONTRACT, CONTRACTOR shall promptly exclude such person. . .. * *'.** ` e. Employees of CONTRACTOR and its vendors, consultants and . subcontractor's and all others permitted by CONTRACTOR to ' enter OWNER'S property shall comply with OWNER'S regulations, and requirements. CONTRACTOR shall require the aforesaid persons to go to and from WORK SITE within OWNER'S property via a route prescribed by OWNER and to not deviate therefrom. CSr' V :> 9. If any work by OWNER'S forces or other contractors employed by OWNER is conducted on WORK SITE or contiguous to WORK SITE, \ OWNER will coordinate such work with CONTRACTOR'S activities as necessary to promote general harmony. v, `,.* * *.v *i i. .%* > . .u, .* * r KC-n-i: EXX i2i76 Pago 33 ARTICLE 7-C (Continued) 10. CONTRACTOR shall at all times keep OWNER'S property and the adjoining premises, driveways and streets clear of construction materials and rubbish caused by CONTRACTOR'S work, and at the completion of WORK shall remove all remaining materials from and about the premises and shall leave WORK SITE and PLANT safe, clean and ready for use. D. Contractor's Project Organization and Personnel - General 1. As soon as feasible, CONTRACTOR shall update and complete the home and branch office project organization chart contained in its proposal for each ASSIGNMENT. Said chart shall show (1) lines of authority/responsibility and communication, (2) names, titles and functions of all supervisory and other key personnel that CONTRACTOR proposes to assign to its home and branch office organization, (3) details, for the aforesaid personnel, regarding overtime pay eligi bility and whether salaries paid are reimbursable costs under paragraph B-5 of ARTICLE 4 - COSTS, and (4) the relationships of this organi zation to CONTRACTOR'S existing home and branch office organization and CONTRACTOR'S construction project organization. 2. No later than sixty (60) calendar days prior to commencing construc tion on an ASSIGNMENT, CONTRACTOR shall submit to OWNER an organiza tion chart showing its proposed construction project organization. Said chart shall show (1) lines of authority/responsibility and communication, (2) names, titles, and functions of all supervisory and other key personnel that CONTRACTOR proposes to assign to its project organization at WORK SITE, and (3) details, for the aforesaid personnel, regarding overtime pay eligibility and employee benefits. After approval of the aforesaiid organization chart by OWNER, no changes shall be made without OWNER'S prior approval. 3. CONTRACTOR'S Project Sponsor, an officer of CONTRACTOR, shall serve as a focal point for appraisal by CONTRACTOR'S corporate management of its performance of WORK and of the performance of its Project General Manager, Construction Project Manager and other key project personnel. He shall maintain a detailed knowledge of the progress of WORK and of significant current or anticipated problems, and he shall ensure that CONTRACTOR fulfills its warranty pursuant to paragraph D-l of ARTICLE 1 - WORK. As a minimum, CONTRACTOR'S Project Sponsor shall attend regular project review meetings at CONTRACTOR'S home and branch offices and at work site and shall receive copies of CONTRACTOR'S regular progress reports and other significant corres pondence. Unless some other person be designated by CONTRACTOR and approved by OWNER, CONTRACTOR'S Project Sponsor shall be W. E. Hesson. 4. CONTRACTOR'S Project General Manager shall represent CONTRACTOR at all times during the progress of WORK. CONTRACTOR'S Project General Manager shall have overall responsibility for WORK performed in CONTRAC TOR'S home and branch offices and at WORK SITE. He shall represent CONTRACTOR and all OWNER'S communications received by him shall be as binding as if given to CONTRACTOR. RC-1142 April 18, 1975 EXX 012177 Page 34 ARTICLE 7-D-5 (Continued) 5. CONTRACTOR'S Construction Project Manager shall be resident at WORK SITE during the construction of WORK. He shall represent CONTRACTOR at WORK SITE in the absence of CONTRACTOR'S Project General Manager, and all OWNER'S communications received by him shall be as binding as if given to CONTRACTOR. 6. CONTRACTOR'S Project General Manager, Construction Project Manager and other key project personnel shall be assigned to WORK as required, on a full time basis, and shall not be reassigned or given supplementary work assignments without OWNER'S prior approval. E. Contractor's Project Organization and Personnel - Initial Assignment For its initial ASSIGNMENT, CONTRACTOR'S home and branch office key personnel pursuant to paragraph D-l above shall include: Project General Manager Engineering Project Manager Project Engineers Cost/Schedule Coordinator Cost Engineer Project Scheduler Project Procurement Manager J. D. Ross R. W. Fitzgerald J. C. Bums, Jr. D. T. Harrell C. A. Smith C. A. Smith R. R. Sabota L. L. Lott For its initial ASSIGNMENT, CONTRACTOR'S construction key personnel pursuant to paragraph D-2 above shall include: Construction Project Manager H. C. Ellis F. Contractor's Other Services 1. Administration of Other Contracts - CONTRACTOR shall furnish services to supervise and administer contracts, as specified in JOB SPECIFICATION, related to WORK which OWNER awards outside of CONTRACT.If, after date of authorization of an ASSIGNMENT, OWNER revises JOB SPECIFICATION to require CONTRACTOR to supervise and administer any other such contracts, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK. 2. Spare Parts Procurement - Major spare parts specifically identified in JOB SPECIFICATION, and other spare parts that may be required by CONTRACTOR for accomplishing WORK, shall be purchased or otherwise provided by CONTRACTOR under paragraph B above. The balance of OWNER'S initial complement of spare parts required for;ono or more year's continuous commercial operation of PLANT shall be purchased or otherwise provided hereunder as follows. CONTRACTOR shall fur nish OWNER with all information required by JOB SPECIFICATION related to selection of spare parts including CONTRACTOR'S recom mendation of parts required. After OWNER has authorized CONTRACTOR to purchase a selected list of spare parts, CONTRACTOR shall fur nish all necessary procurement, expediting, transportation and RC-1142 A T"> 1 T O EXX 01217a Pago 35 ARTICLE 7-F-2 (Continued) customs clearance services, purchase said parts for the account of and in the name of OWNER, and be responsible for their transportation, clearance through customs and arrival on WORK SITE in time to not delay MECHANICAL COMPLETION. The costs of CONTRACTOR'S services in connection with procuring said parts are included in COSTS and the fee for said services is included in FEE at date of authorization of an ASSIGNMENT. 3. Consultations - CONTRACTOR agrees to consult with and advise OWNER with respect to any questions which may arise in connection with WORK. 4. Outside Consultants - CONTRACTOR shall furnish the services of outside consultants necessary for accomplishing WORK. The selection of any consultant and the terms under which he is retained shall be approved in advance by OWNER. 5. Services for Owner's Representatives - CONTRACTOR shall furnish, as specified in JOB SPECIFICATION, office space, furnishings, clerical and secretarial assistance, communication services and other facilities and services required by OWNER'S representatives at CONTRACTOR'S home and branch offices and at WORK SITE. END OF ARTICLE I ,.>**{** RC-1142 April 18, 1975 $mc*m>'***'*>wi**:* *?.?**% EXX 012179 iMge .>0 ARTICLE S - TAXP.S AND PUT IPS A. CONTACTOR shall pay and make payment at such times when due and payable: 1. All taxes imposed by reason of WORK accomplished by CONTRACTOR including, but not limited to, all sales, excise, storage, consumption and use taxes; licenses; permit and registration fees; and income, profit, franchise, and personal property taxes. The aforesaid taxes shall not include licenses and permits obtained by OWNER pursuant to paragraph E-2 of ARTICLE 1 - Y.ORK nor shall the aforesaid taxes include sales or use taxes with respect to equipment and materials purchased by CONTRACTOR for the account of and in the name of OWNER pursuant to paragraph A-l of ARTICLE 1 - WORK. 2. All employment taxes and contributions imposed by LVIV, or trade union contracts or regulations, with respect to or measured by compensation (wages, salaries or other) paid to employees of CONTRACTOR related to WORK including, but not limited to, taxes and contributions for unemployment compensation insurance, old age benefits, welfare funds, pensions and annuities, and disa bility insurance. 3. All import/export licenses and import/expert taxes and duties on services, equipment and materials, and construction tools, equip ment and supplies imported or exported byCONTRACTOR in its ovn name. B. CONTRACTOR shall defend, indemnify and hold harmless OWNER from any liability resulting from CONTRACTOR'S fault or negligence in failing to make timely payment of or to pay any items similar to the above or failure to comply with the reporting, return or other procedural require ments with respect to their payment. Any interest, penalties or other liabilities (other than liability to pay a tax which is reimbursable under ARTICLE 4 - COSTS) arising from such failures shall not be allowable as COSTS pursuant to ARTICLE 4 - COSTS. C. CONTRACTOR shall obtain immunity or exemption from any taxes or duties from which CONTRACTOR is exempt under LAW, or shall obtain a refund or credit including Interest for any such taxes or duties paid. If CON TRACTOR, through its fault or negligence, falls to obtain said immu nities, exemptions, refunds or credits, then any such taxes and duties which are in fact exempt under LAV shall not be allowable as COSTS pursuant to ARTICLE 4 - COSTS. D. ' CONTRACTOR shall give prompt notice to OWNER of all matters pertaining to nonpayment, payment voider protest, claim for immunity or exemption from, or claim for refund of or credit against any taxes or duties. E. CONTRACTOR shall purchase equipment and materials to be incorporated as a permanent part of WORK free of the Texas and local sales and use tax for the account of an in the name of OWNER and shall furnish to venders OWNER'S Texas Direct Payment Exemption Certificate on behalf of OWNER. CONTRACTOR shall pay applicable state and local sales and use taxes-on. materials f~~supplies and-c~quipment~ that .will not become a permanent part. o-QIiE_antLjon third_party rentals, and such taxcs__shall_bg_allowed" as COSTS pursuant.to ARTICLE 4 - COSTS. RC-1142 April JR, 1975 I -II--. END OF ARTICLE '. I --................. I' I ------------ ' EXX 012180 i .11 ARTICLE 9 - COMPLIANCE WITH LAW A. CONTACTOR shall comply, and secure compliance by its subcontractors, with all applicable LAW in connection with WORK. If CONTRACTOR or its subcontractors, through failure to exercise due prudence and care in accordance with standards applicable to a contractor or subcontractor engaged in the same or similar business as CONTRACTOR or subcontractor, perform any part of WORK contrary to LAW, then CONTRACTOR shall bear any additional costs of WORK resulting from said violation and correction thereof. LAW (herein called LAW) includes any law (national, state, municipal, local or other) and any requirement, ordinance, rule or regu lation of any governmental authority or agency (national, state, municipal, local or other). B. It shall be the duty of CONTRACTOR to ascertain whether JOB SPECIFI CATION and CONTRACTOR'S drawings and specifications are at variance with LAW before purchasing equipment and materials or starting construction. If CONTRACTOR discovers any variance between LAW and JOB SPECIFICATION, it shall promptly give notice to OWNER. OWNER will then make any necessary revisions to JOB SPECIFICATION to comply with LAW; or alternatively, OWNER may negotiate acceptance of said variation with the appropriate governmental authority or agency. If CONTRACTOR discovers any variance between LAW and its drawings or specifications, it shall promptly make the necessary revisions in said drawings or specifications to comply with LAW. C. CONTRACTOR shall not, under any circumstance, enter into negotiations with any governmental authority or agency to develop acceptance of variations or revisions to LAW without OWNER'S prior approval. D. CONTRACTOR shall obtain all licenses for CONTRACTOR to do business in the country or countries and any political subdivisions thereof wherein any part of WORK is performed, shall obtain all temporary permits and authorizations required by LAW for prosecution of WORK, and shall give all required notices. E. CONTRACTOR shall comply, and secure compliance by its subcontractors, with the requirements of the: 1. Fair Labor Standards Act of 1938, as. amended and EXHIBIT E - EQUAL OPPORTUNITY SUPPLEMENT. 2. Requirements for employment of the handicapped as set forth in EXHIBIT F - EMPLOYMENT OF HANDICAPPED attached hereto and made a part hereof. F. CONTRACTOR shall defend, indemnify and hold harmless OWNER from any liability or penalty which may be imposed on OWNER by reason of any alleged violation or violation of LAW by CONTRACTOR or subcontractors and also from all claims, suits or proceedings that may be brought against OWNER arising under, growing out of, or by reason of WORK with respect to such alleged violation or vio lation of LAW whether brought by employees of CONTRACTOR or subcontractors, by third parties or by any governmental authority. END OF ARTICLE RC-1142 April 18, 1975 EXX 12101 Page 38 ARTICLE 10 - SAFETY A. CONTRACTOR shall be responsible for safety related to and during the prosecution of WORK on OWNER'S property to protect WORK, workers, the public and all other people, OWNER'S other property and the property of third parties. Before starting construction work, CONTRACTOR shall establish and publish all necessary health, fire and other safety regulations including construction methods and procedures. CONTRACTOR shall obtain from OWNER, OWNER'S publication entitled "Contractor's Responsibilities for Safety, Plant Protection, and Traffic Regulations", Latest Edition, and CONTRACTOR'S aforesaid regulations shall be modified as necessary to include these requirements. CONTRACTOR shall ensure that its employees and employees of its subcontractors are notified of and observe and abide by said regulations. B. CONTRACTOR shall ensure that all construction tools and equipment and temporary facilities and other items used in accomplishing WORK, whether purchased, rented, or otherwise provided by CONTRACTOR or provided by OWNER are in a safe, sound and good condition and capable of performing the functions for which they are intended. C. CONTRACTOR shall be responsible for and in direct control of the use of all lights and torches, forges and other fires and shall provide suitable night lights. D. CONTRACTOR shall observe and comply with all safety and health standards promulgated by the Secretary of Labor under Section 107 of the Contract Work Hours and Standards Act, published in 29CFR Part 1518 and adopted by the Secretary of Labor as occupational Safety and Health Standards under the Williams-Steiger Occupational Safety and Health Act of 1970. Such Safety and Health Standards shall apply to all subcontractors and their employees as well as to CONTRACTOR and its employees. END OF ARTICLE RC-1142 April 18, 197S EXX 012182 Page 39 ARTICLE 11 - LIENS A. If at any time during the term of CONTRACT there should be evidence of ) any lien or claim for which OWNER might be or become liable or to which OWNER'S property might be or become subject and which is chargeable to CONTRACTOR or any of its subcontractors, OWNER shall have the right to retain out of any amounts invoiced by CONTRACTOR an amount, in addition to the retained percentage of FEE, sufficient to completely indemnify OWNER against such lien or claim until such time as OWNER becomes satisfied that such lien or claim is invalid op, if such lien or claim be valid in OWNER's sole judgment, OWNER may pay and discharge the same and deduct the amount so paid from any amounts due to CONTRACTOR under CONTRACT. B. If any lien or claim for an item not reimbursable under CONTRACT remains unsatisfied after the completion and acceptance or termination of WORK for a given ASSIGNMENT, CONTRACTOR shall promptly refund to OWNER all amounts that OWNER may be compelled to pay in discharging such a lien or claim, including all costs and a reasonable attorney's fee. C. CONTRACTOR shall ensure that there is no reservation of ownership or security interest from suppliers of materials or equipment to CONTRACTOR. If unable to fulfill this obligation CONTRACTOR shall immediately give written notice to OWNER. END OF ARTICLE RC-1142 April 18, 1975 EXX 012183 Pago 40 ARTICI.I: 12 - DEFICIENT WORK - REWVAL OF CONTRACTOR A. Pcficicnt Work 1. If, prior to completion and acceptance of WORK for any ASSIGN?!ENT, OWNER judges that any part of WORK by CONTRACTOR or subcontractors is defective or docs not conform to JOB SPECIFICATION' or that their perfomance is deficient in any way including, but not limited to, CONTRACTOR'S failure to: a. supply a sufficient number of properly .qualified home and branch office employees, field employees, or supervisors, b. supply satisfactory and sufficient equipment, materials, or construction tools, equipment or supplies, c. prosecute WORK with diligence and dispatch, or d. cocqply with any other provisions of CONTRACT, then OWNER may request CONTRACTOR.to remedy such deficient part of WORK. If after such request CONTRACTOR does not promptly undertake and proceed with diligence to remedy said deficiency, then C'.fh'ER may give CONTRACTOR notice of said deficiency. 2. At OWNER'S option, the aforesaid notice may require CONiRACiCR to either: a. promptly remedy any said deficiency to the satisfaction of OWNER, or - b. not remedy the deficient part of WORK. In such case, OWNER, will authorize a CHANGE pursuant to paragraph C of ARIICLE 1 WORK making any required adjustment to SCHEDULED COMPLETION DATE or CONTRACT PRICE BUDGET. Fixed FEE shall be reduced pursuant to paragraph D of ARTICLE 5 - FEE, based on an estimate agreed by CONTRACTOR and OWNER of the costs of CONTRACTOR'S home and branch office services that would have been required for properly rebuilding or replacing the deficient part of WORK. 3. If CONTRACTOR does not upon receipt of OWNER* s notice pursuant to paragraph 2-a above, promptly undertake ar.d proceed with diligence to remedy said deficiency, then OWNER may give notice to CONTRACTOR to stop the deficient part of WORK, any other part of WORK or all remaining WORK. Work shall not be started again un til OWNER is satisfied that CONTRACTOR is prepared to promptly correct said deficiency and comply with CONTRACT, and OWNER gives notice to CONTRACTOR to proceed. Work stoppages, as aforesaid, shall not limit or waive CONTRACTOR'S responsibility pursuant to ARTICLE 19 - CONTRACTOR'S RESPONSIBILITY. r RC-1142 April IS, 1975 EXX 012184 I Pago 41 ARTICLE 12-A (Continued) 4. With respect to remedying a deficiency or Work stoppage pursu ant to paragraphs 2-a and 3 above, CONTRACTOR shall be entitled to payment by OWNER for the types of costs allowable as COSTS pursuant to ARTICLE 4 - COSTS incurred by CONTRACTOR except for; a. those costs which are required to correct any deficiency that results from failure of CONTRACTOR'S COGNIZANT OFFICIALS to exercise that degree of care and skill and prudence which would normally be expected of such representatives on contracts of this size and type, or b. the salaries, wages and premiums of CONTRACTOR'S home and . branch office employees, and related departmental overhead, required to correct any deficiency that OWNER judges is due to the sole fault of CONTRACTOR and regarding which CONTRACTOR has been notified after MECHANICAL C0J4PLETI0N has been achieved for the part of WORK affected, or c. salaries, wages and premiums of CONTRACTOR's construction management and staff employees, and related payroll burdens, required to correct any deficiency that OWNER judges is due to the sole fault of CONTRACTOR ar.c regarding which CONTRACTOR has been notified after MECHANICAL CCITLETICN has been achieved for the entire WORN. CONTRACTOR shall not be entitled to any adjustments to fixed FEE cr to payment of. rate FEE for remedying deficiencies or work stoppages in accordance with paragraphs a, b and c above. B. Removal of Contractor 1. I-f CONTRACTOR does not, upon receipt of OWNER'S notice pursuant to paragraph A-2-a above, promptly undertake and proceed with diligence to remedy said deficiency, then OWNER may, as an alternative or in addition to stopping any part of WORK or all remaining WORK pursuant to paragraph A-5 above, remove CONTRACTOR from any part of WORK or all remaining WORK and take possession therewith. OWNER nay then complete said part of WORK from which CONTRACTOR has been recoved by whatever means OWNER deems cost expedient. At the tice of such removal, OWNER will give CONTRACTOR notice specifying the part of WORK from which CONTRACTOR has been removed and the effective date of such removal. 2. If OWNER removes CONTRACTOR from part of WORK or all remaining WORK, CONTRACTOR shall be ehtitled to payment for the portion of said part of WORK accomplished by it up to the effective date of removal except for those costs excluded pursuant to paragraph A-4 above/ CONTRACTOR shall not be entitled to pay ment for any costs related to said part of WORK incurred after the effective date of removal except for costs directly related to work performed by CONTRACTOR during renoval provided said work is authorized in advance-by OWNER. In case of such removal, OWNER RC-1142 ' April 18, 1975 * EXX 012185 Page 42 ARTICLE 12-B-2 (Continued) will authorize a CHANGE pursuant to paragraph C of ARTICLE I - WORK making any required adjustment to SCHEDULED COMPLETION DATE or CON TRACT PRICE BUDGET. Fixed FEE shall be reduced pursuant to para graph D of ARTICLE 5 - FEE based on an estimate agreed to by CON TRACTOR and OWNER of.the costs of CONTRACTOR'S home and branch office services that would have been required to complete said part of WORK. 3. If OWNER removes CONTRACTOR from part of WORK or all remain. ing WORK, then with Tespect to said part of V.ORK, CONTRACTOR shall execute and deliver to OWNER all documents required by OWNER and take all steps necessary to fully vest in OWNER the rights and benefits of CONTRACTOR under existing agreements with vendors, renters of construction tools and equipment, and others. 4. For the part of WORK from which CONTRACTOR has been removed, the applicable provision of CONTRACT shall continue in full force and effect as to all work performed prior to the effective date of removal. For the remainder of WORK, CONTRACT shall remain in full force and effect. 5. In the event of removal of CONTRACTOR hereunder, OWNER shall not be held liable for any damages or loss of anticipated profits on account of such removal. The rights and remedies of OWNER provided by this Article are in addition to any other rights and remedies provided by law or under CONTRACT. END OF ARTICLE t RC-1142 April 18,- 197S EXX 012186 i Page 43 ARTICLE 13 - UNAVOIDABLE DELAYS A. FORCE MAJEURE (herein called FORCE MAJEURE) shall mean an occurrence beyond the control and without the fault or negligence of the party affected including, but not limited to, acts of God or the public enemy; expropriation or confiscation of facilities; changes in LAW not affecting the requirements of the Design Specifications or Basic Practices contained in JOB SPECIFICATION; war, rebellion, sabotage or riots; floods, unusually severe weather that could not reasonably have been anticipated; fires, explosions, or other catastrophies; strikes or any other concerted acts of workmen; or other similar occurrences which are not within the control of the party affected and which by the exercise of reasonable diligence said party is unable to prevent or provide against. However, FORCE MAJEURE shall not include occurrences as follows: 1. late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences, or 2. late performance by a subcontractor caused by a shortage of supervisors or labor, inefficiencies, or similar occurrences unless the delay arises out of a FORCE MAJEURE occurrence (an oc currence other than described in paragraphs 1 and 2 above) and is beyond both CONTRACTOR'S and the subcontractor's or supplier's control and an alternate acceptable source of services, equipment or materials is unavailable. B. Should CONTRACTOR be delayed in prosecution of WORK by an occurrence it feels is FORCE MAJEURE and CONTRACTOR cannot avoid or prevent said delay by any reasonable effort, CONTRACTOR shall promptly give notice to OWNER and OWNER, if he agrees, will then give notice to CONTRACTOR confirming the existence of FORCE MAJEURE and will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK making any required adjustment to SCHEDULED COMPLETION DATE or CONTRACT PRICE BUDGET. No adjustment to fixed FEE shall be allowable for FORCE MAJEURE occur rences . C. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent, such delay or failure is caused by FORCE MAJEURE. END OF ARTICLE RC-1142 April 18, 1975 EXX 012187 Page 44 ARTICLE 14 - INSPECTING AND TESTING A. CONTRACTOR shall be responsible to see that all inspecting and testing of the component parts of WORK, including subcontractors' work, required by LAW is provided. In addition, CONTRACTOR shall provide whatever inspecting and testing the JOB SPECIFICATION for an ASSIGWENT requires and OWNER authorizes CONTRACTOR to perform to discover any deviations from JOB SPECIFICATION or any defective equipment, materials or workmanship in such time as to avoid any delay in completion of any part of WORK or WORK and in PLANT achieving the capability to safely produce for commercial purposes products meeting design quality at design capacity as specified in JOB SPECIFICATION. B. OWNER shall have the right at all times to inspect, or witness the test of, any part of WORK at any place where equipment or materials are located or in preparation or at WORK SITE. OWNER will inspect the equipment and materials that are specifically identified in JOB SPECIFICATION as items-to-be-inspected by OWNER'S representative, or he may waive such inspection. Inspection or non-inspection, or witnessing or non-witnessing, by OWNER shall not be construed as acceptance of any-part of WORK nor as relieving CONTRACTOR of its responsibility for said items complying with JOB SPECIFICATION and being free from defects and capable of per forming their respective functions. C. If LAW requires inspection or test of any part of WORK at any place where equipment or materials are located or in preparation or at WORK SITE, CONTRACTOR shall advise OWNER, sufficiently in advance, of the arrange ments for said inspection or test. D. If JOB SPECIFICATION for an ASSIGMENT or OWNER'S timely written instruc tions require any inspection or any test to be witnessed by OWNER, CON TRACTOR shall advise OWNER, sufficiently in advance, of its readiness for said inspection or test, and OWNER will then promptly perform said inspec tion or witness said test. If any part of WORK at WORK SITE is closed or covered before the required inspection or witnessing has been performed by OWNER, or without agreement by OWNER, it must, if required by OWNER, be opened or uncovered for inspection or witnessing and reclosed or re covered, both at CONTRACTOR'S expense. E. OWNER shall have the right to inspect all construction tools and equipment when they are brought on WORK SITE and at any time during the progress of WORK. If any tool or item of equipment is, in the judgment of OWNER, unsafe or incapable of doing the work for which it is intended, CONTRACTOR shall repair or replace it with a safe and capable tool or item of equipment. The fbregping does not relieve CONTRACTOR of its responsibility for safety related to construction tools and equipment pursuant to ARTICLE 10 - SAFETY. END OF ARTICLE RC-1142 April 18, 1975 exx Page 45 ARTICLE 15 - SUSPENSION OF WORK A. In addition to OWNER'S right to stop any part of WORK or all remaining WORK pursuant to ARTICLE 12 - DEFICIENT WORK - REMOVAL OF CONTRACTOR, OWNER may, at any time suspend any part of WORK or all remaining WORK for any reason whatsoever by giving notice to CONTRACTOR specifying the part of WORK to be suspended and the effective date of suspension. CONTRACTOR shall cease all work on said suspended part of WORK on the effective date of suspension. CONTRACTOR shall continue to prosecute any unsuspended part of WORK. Suspension, as aforesaid, shall not limit or waive CONTRACTOR'S responsibility pursuant to paragraph A of ARTICLE 19 - CONTRACTOR'S RESPONSIBILITY. B. If part of WORK or all remaining WORK is suspended, only the costs of the following items shall be allowable as COSTS pursuant to ARTICLE 4 - COSTS and OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK making any required adjustment to SCHEDULED COMPLETION DATE or CONTRACT PRICE BUDGET. No adjustment to fixed FEE shall be allowable hereunder. 1. CONTRACTOR'S home and branch office employees whose retention on WORK during the period of suspension has been authorized in advance by OWNER. 2. CONTRACTOR'S field employees and construction tools and equipment provided their retention at WORK SITE during the period of sus pension has been authorized in advance by OWNER. 3. Other items directly related to the suspended part of WORK, but only if authorized in advance by OWNER. C. Neither OWNER nor CONTRACTOR shall be held liable for any damages or loss of anticipated profits resulting from work suspensions hereunder. D. OWNER may, at any time, authorize resumption of all or any part of the suspended work by giving notice to CONTRACTOR specifying the part of WORK to be resumed and the effective date of suspension withdrawal. Suspended work shall be promptly resumed by CONTRACTOR after receipt of such notice. END OF ARTICLE RC-1142 April 18, 1975 EXX 012189 I Page 46 AHTinr 16 - TITMI NATION OF WORK A. In ai!Jit ion to OWNER'S right to remove CONTRACTOR from any part of u;:-:K or all remaining WORK pursuant to ARTICLE 12 - DEFICIENT KOrK - nrJDVAL OF CONTRACTOR, OWNER r.ay, at any tine, terninate any part of WORK for an ASSIGNMENT or all remaining WORK for an ASSIGNIS'-NT for any reason whatsoever by giving notice to CONTRACTOR specifying the part of WORK to be terminated and the effective date of termination. CONTRACTOR shall cease all work on said terminated part of WORK on the effective date of termination. CONTRACTOR shall continue to prosecute any unterminated part o WORK. B. If OWNER has suspended all remaining WORK pursuant to ARTICLE 15 SUSPENSION OF WORK, CONTRACTOR may give notice to OWNER of its intention to terminate all remaining WORK, provided at least ninety (90) calendar days have elapsed since the effective date of said suspension and OWNER has not given notice to CONTRACTOR within said period to resume work. CONTRACTOR shall then have the right to terninate all remaining WORK if at least ten (10) calendar days have elapsed since OWNER'S receipt of said notice without OWNER having given notice to CONTRACTOR to resume work pursuant to ARTICLE 15 - SUSPENSION OF WORK. C. If any part of WORK or all remaining WORK is terminated, CONTRACTOR shall not be entitled to payment for any costs related to said part of WOR", or remaining WORK incurred after the effective date of termination except for costs directly related to work performed by CONTRACTOR in terminating, provided said work is authorised in advance by OWNER. In case of such termination, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK making any required adjustment to SCHEDULED COMPLETION DATE or CONTRACT PRICE BUDGET. Fixed FEE shall be reduced pursuant to paragraph D of ARTICLE 5 - FEE based on an estimate agreed to by CON TRACTOR and OWNER of the costs of CONTRACTOR'S home and branch office that would have been required to complete the terminated part of WORK. D. If part of WORK or all remaining WORK is terminated, then with respect to said part of WORK or remaining WORK, CONTRACTOR shall execute and deliver to OWNER all documents required by OWNER and take all steps necessary to fully vest in OWNER the rights and benefits of CONTRACTOR under existing agreements with vendors, renters of- construction tools and. equipment, and others. . E. For the terminated work, the applicable provisions of CONTRACT shall con tinue in full force and effect as to all work performed prior to the effective date of termination. For the remainder of WORK, CONTRACT shall remain in full force and effect. F. Except as provided above, in the event of termination hereunder, CONTRAC TOR and OWNER shal 1 each be released and discharged from any claims by one against the other in' connection with the terminated part of WORK for said ASSIGNMENT. Neither OWNER nor CONTRACTOR shall be held liable for damages or loss of anticipated profits resulting from such termination. END OF ARTICLE RC-1142 I EXX 012190 Page 47 ARTICLE 17 - WARRANTIES ASP GUARANTEES A. For each ASSIGNMENT, CONTRACTOR warrants that all work will be provided In accordance with sound and accepted engineering and construction practices. CONTRACTOR further varrants that PLANT, including all equipment and caterlals purchased for the account of or in the nane of OWNER or otherwise provided and workmanship furnished by it and its subcontractors, shall comply with JOB SPECIFICATION and further that PLANT will be free from defects or failures for a period of one (1) year after COMPLETION DATE or such longer periods of time as may be specified in JOB SPECIFICATION for specific equipment, materials or workmanship of others or CONTRACTOR'S workmanship as agreed to by CON TRACTOR and OVNER. Eowever, CONTRACTOR does not warrant PLANT against failures due to faulty operation by OWNER, conditions of service more severe than specified in JOB SPECIFICATION, or unsuitability of materials of construction as specified in JOB SPECIFICATION for the services intended. This Warranty does not apply to Vendor equipment or material or the work of the aforesaid at the work site. The foregoing Warranty also does not apply to subcontractors required by OWNER to be employed, those who are considered sole sources, or those specialty subcontractors performing services normally not performed by CONTRACTOR, such as, but cot limited to, the following areas of sublet services, e.g., field fabricated steel tanks and vessels, weighing scales, refractory linings, piling or caissons, concrete supply (includes design mixes) stress relieving, and all special testing services, such as N rays, high voltage electrical testing, soil testing, and concrete cylinder tests. The warranties and guarantees of the aforesaid shall be obtained pursuant to paragraph C below. B. Pursuant to the above warranty, CONTRACTOR guarantees to OWNER that it shall, after receipt of notice from OWNER, promptly repair or replace, at OWNER'S option, any deviations from JOB SPECIFICATION or any defective equipment, materials or workmanship, including all work or removal, engineering, pro curement and reinstallacion as may be necessary, and that such repairs or replacements shall be to OWNER'S satisfaction. If OWNER gives such notice to CONTRACTOR, CONTRACTOR shall be entitled to payment by OWNER for the types of costs allowable as COSTS pursuant to " ARTICLE 4 - COSTS incurred by CONTRACTOR to repair or replace said defective equipment, materials or workmanship except for: 1. those costs which are recoverable under venders' and subcon tractors' guarantees, or * 2. those costs which are required to repair or replace any defective .equipment, materials or workmanship that result from the failure of CONTRACTOR'S. COGNIZANT OFFICIALS to observe and exercise the standard of care which other contractors normally practice, or -3. the salaries, wages and premiums of CONTRACTOR'S home and branch office employees, and related departmental overhead, and the 'salaries, wages and premiums of CONTRACTOR'S construction management and staff employees, and related payroll burdens, . required to repair of replace any defective equipment, materials or workmanship that is-due to the sole fault of CONTRACTOR. . , * CONTRACTOR shall not be entitled to any adjustment to fixed FEE or payment of rate FEE for work performed pursuant to this guarantee. RC -1142 April 18, 1975 EXX 012191 Page 47a C. CONTRACTOR shall secure written warranties and guarantees suitable to and ' approved by OWNER fron vendors of equipment, and materials and subcontractors for the benefit of OWNER. CONTRACTOR shall assign such warranties and guarantees to OWNER and cooperate with OWNER in the enforcement thereof. D. If, pursuant to the above guarantee, CONTRACTOR repairs or replaces any equipment, materials or workmanship, the provisions of this Article shall then apply to said repaired or replaced equipment, materials or workmanship for a# period of one (1) year fron the date such repairs or replacements were completed. However, CONTRACTOR'S liability hereunder shall be limited to two (2) years after- COMPLETION DATE. END OF ARTICLE R C-1 1e 4 2 AJ___*_ *A _ exx Page 48 ARTICLE 18 - PATENTS AND TECHNICAL INFORMATION A. Patents 1. CONTRACTOR hereby grants to OWNER, under any patents which CONTRACTOR now or hereafter owns or under which CONTRACTOR has the right to grant licenses, a royalty-free irrevocable license to: a. use for the operations of PLANT or any portions of PLANT, the equipment, machinery, materials, compositions, processes or methods furnished by CONTRACTOR, and b. make, use and sell any substances produced by or during said operations of PLANT or any portions of PLANT. CONTRACTOR further grants to OWNER the right to extend such license to any future purchasers of PLANT or any portions of PLANT to use the equipment, machinery, materials, compositions, processes or methods furnished by CONTRACTOR and to make, use and sell any substances produced by or during operations of PLANT or of any portipns of PLANT. 2. CONTRACTOR shall obtain acceptance of the following patents hold-harmless provision by all vendors and subcontractors furnishing goods or services related to accomplishing WORK. "Except and to the extent that items purchased herein are made to the design, specifications or instructions 'of Exxon Chemical Company U.S.A., an operating division of Exxon Chemical Company, a division of Exxon Corporation (herein referred to as Exxon Chemical Company U.S.A.), seller shall indemnify and hold harmless purchaser and Exxon Chemical Company U.S.A., their successors, assignees, vendees, and users of said items from and against any and all claims, demands, losses, costs and liabilities arising out of or resulting from the actual or alleged infringement of any rights under patents or any litigation based thereon." 3. If OWNER is sued under any patent or patents on account of the alleged infringement thereof by CONTRACTOR'S use, in its performance of CONTRACT, or OWNER'S use of any equipment, machinery, materials, compositions, processes or methods which were not provided, designed or expressly specified by OWNER, CONTRACTOR agrees to defend such suit, if requested to do so by OWNER in writing at CONTRACTOR'S own expense and will pay any damages and costs awarded against OWNER in such suit subject to the limitations hereinafter set forth. OWNER shall have the right to be represented in any such suit by advisory counsel of its own selection at its own expense. Nothing herein shall authorize CONTRACTOR to settle any such suit or action without prior authorization by OWNER if by such settlement OWNER is obliged to make any monetary payment, to part with any property or any interest therein, to assume any obligation, to be subject to any injunction, or to grant any licenses or other rights under its patent rights. RC-1142 April 18, 1975 EXX 012193 Page 49 \ / ARTICLE 18-A-3 (Continued) CONTRACTOR'S obligations under this subparagraph 3 are linited to those patents relating to construction methods or equipment used by it, * and to any other relevant patent of which it had knowledge and which was issued prior to the completion of PLANT by CONTRACTOR. The foregoing indemnity as to items manufactured by others shall be linited to assigning to OWNER such indemnity as CONTRACTOR obtains, and cooperating with OWNER in its enforcement thereof. CONTRACTOR will not knowingly install any equipment constituting an infringement risk. 4. CONTRACTOR shall promptly give notice to OWNER if CONTRACTOR has or acquires knowledge of any patent under which a suit for infringement could reasonably be brought because of the use or sale by OWNER of equipment, machinery', materials, compositions, processes or methods incorporated or to be incorporated by CONTRACTOR in WORK, or of the design of PLANT, provided said equipment, machinery, materials, com positions, processes or methods are not provided, designed or ex pressly specified by OWNER. Following notification to OWNTR, CON TRACTOR shall not incorporate in WORK or in the design of PLANT any such equipment, machinery', materials, compositions, processes or methods without OWNER'S prior approval. As to the equipment, machinery, materials, compositions, processes and methods provided, designed or expressly specified by OWNER to ' be incorporated by CONTRACTOR in WORK, or in the design of PLANT, CONTRACTOR shall promptly give notice to OWNER if CONTRACTOR has or acquires knowledge of any patent under which a suit for infringement could reasonably be brought because of the use or sale by OWNIER c any such equipment, machinery', materials, compositions, processes or methods. 5. CONTRACTOR hereby grants to OWNER a royalty-free, irrevocable license to use in all countries any invention made by CONTRACTOR, its employees or consultants in or as a result of the accomplishment of WORK including the right to make, use and sell throughout the world any substance produced by or during the practice of any such invention, together with the right to extend such license to any subsidiary' or affiliate of Exxon Corporation without accounting therefor, to CONTRACTOR.' CON TRACTOR represents that those of its technical employees who will be engaged .in the direct advancement of WORK have agreed to assign to CONTRACTOR all discoveries, inventions or improvements cade. 6. OWNER will indemnify and save harmless CONTRACTOR from any loss on account of claims against CONTRACTOR based upon the claia that the use by CONTRACTOR of equipment, machinery, materials, cocpositions, processes or methods provided, designed or expressly specified by OWNER and used in the accomplishcent of WORK infringes on any patent or patent rights. ^ 7. CONTRACTOR shall require from any subcontractor who provides agency/' rental personnel or engineering services the sane patent rights and protections for OWNER that CONTRACTOR is required to provide herein. RC-1142. April 18, 1975 EXX 012194 Page SO ARTICLE 18-B B. Owner's Technical Information 1. CONTRACTOR shall hold in confidence and not divulge to third parties or use in any way other than for accomplishing WORK, any technical information disclosed, directly or indirectly, to CONTRACTOR by OWNER or its affiliates in regard to WORK, including any changes or suggested changes with respect to WORK or any processes, process data or correlations or any drawings or designs showing the equipment, devices and machinery in which and by which the processing is to be performed or carried out, which are provided by OWNER or its affiliates, or are prepared for OWNER by CONTRACTOR, without OWNER's prior approval so long as and to the extent that such information is not in the public domain, or was not prior to receipt from OWNER or an affiliate of OWNER already in the possession of CONTRACTOR, or is not received by CONTRACTOR, after receipt from OWNER or its affiliates, from a third party who does not require CONTRACTOR to hold it in confidence and who did not acquire such information directly or indirectly, from OWNER or its affiliates. For the purpose of the provisions of this paragraph, disclosures relating to WORK which are specific, e.g., as to equipment, products or operating conditions, shall not be deemed to be in the public domain or in the prior possession of CONTRACTOR merely because they, or individual features thereof, are embraced by general disclosures in the public domain or are in the possession of CONTRACTOR, unless the combination itself and its principle of operation are in the public domain or in the possession of CONTRACTOR. 2. CONTRACTOR may, under the same secrecy conditions required of CONTRACTOR under this Article, disclose to subcontractors and vendors a limited part of the technical information to be held in confidence under paragraph B-l above, if such is necessary for the prosecution of WORK. 3. Nothing contained herein shall prevent CONTRACTOR from using information it can show was lawfully disclosed to it in writing by a third party who did not acquire it, directly or indirectly, from OWNER or its affiliates in accordance with the terms under which such information is disclosed to CONTRACTOR by said third party. 4. In the event CONTRACTOR files a patent application in which any of the technical information provided to CONTRACTOR by OWNER or by any subsidiary or affiliate of Exxon Corporation is disclosed, CONTRACTOR agrees to provided OWNER with a copy of such applica> tion. If such application includes technical information which OWNER or its affiliates consider proprietary, CONTRACTOR shall not permit the publication in any country of ai patent based on such application without OWNER'S prior approval. RC-1142 April 18, 1975 EXX 012195 t ARTICLE 18-C Page 51 C. Contractor's Drawings, Specifications. Etc. All drawings, specifications, requisitions, purchase orders and other pertinent documents, and the designs, concepts and technical information contained thereon, prepared by CONTRACTOR or subcontractors pursuant to CONTRACT may be used by or for OWNER or for any subsidiary or affiliate of Exxon Corporation without limitation for: construction, operation, modification, revamp, bottleneck removal, repair and main tenance of PLANT; replacing any portion of PLANT from any source; duplicating any portion of PLANT or the entire PLANT; or designing or constructing other plants, subject only to the following exception. If certain drawings, specifications, requisitions, purchase orders and other pertinent documents are to be prepared by CONTRACTOR for OWNER which contain special design or technical information originating with CONTRACTOR, which special design or technical information should not be divulged to CONTRACTOR'S competitors, CONTRACTOR shall have given notice to OWNER prior to the date of authorization of said ASSIGN MENT and supplied a descriptive list of the items placed in this category as a part of said notice. Such special design or technical information shall be incorporated into WORK only with OWNER'S prior approval, and when so incorporated, OWNER'S right to use said special design or technical information will be limited for a period of seven (7) years from the date of authorization of said ASSIGNMENT unless otherwise expressly permitted in writing by CONTRACTOR to purposes of construction, operation, modification, revamp, bottleneck removal, repair and maintenance of PLANT so long as and to the extent that said special design or technical infor mation is not in the public domain or was not prior to receipt from CON TRACTOR already in the possession of OWNER or any of its affiliates, or is not received by OWNER or its affiliates after receipt from CONTRACTOR from a third party who did not acquire such information, directly or indirectly, from CONTRACTOR. The documents or parts thereof, containing said special design or technical information shall be identified by a special stamp or legend, the wording of which shall be agreed by CONTRACTOR and OWNER. END OF ARTICLE RC-1142 EXX 012196 Page 52 ARTICLE 19 - CONTRACTOR'S RESPONSIBILITY A. Title, Responsibility for Work 1. All items furnished by CONTRACTOR in connection with WORK, except construction tools and equipment owned by CONTRACTOR and subcon tractors and rented items, shall become the property of OWNER upon payment therefor by OWNER or upon delivery to CONTRACTOR for trans portation to WORK SITE or upon delivery to WORK SITE whichever comes earlier; and all parts of WORK accomplished at WORK SITE shall be the property of OWNER. Notwithstanding the foregoing, where CONTRACTOR purchases equipment and materials for the account of and in the name of OWNER, title to such equipment and materials shall pass directly from seller to OWNER. All equipment and materials purchased by CON TRACTOR for the account of and in the name of OWNER for incorporation as a permanent part of WORK and construction supplies furnished or otherwise provided by CONTRACTOR and not consumed in accomplishing WORK shall remain the sole property of OWNER. However, if CONTRACTOR has furnished or otherwise provided any such items clearly in excess of what good engineering practice dictates, then, unless OWNER elects to retain the excess, the costs of such excess items shall not be allowable as COSTS and said items shall become the sole property of and be paid for by CONTRACTOR at completion and acceptance of WORK or such earlier date as may be approved by OWNER. 2. The provisions of the preceding paragraph notwithstanding, CONTRACTOR shall be responsible for all aforesaid items furnished by it and other items delivered to it by OWNER for use in accomplishing WORK and for all temporary structures and facilities and for all parts of WORK completed or in progress until MECHANICAL COMPLETION of the entire WORK has been achieved and OWNER has commenced startup operations on the last portion of PLANT, except for the following: a. those portions (units, systems or areas of equipment) of PLANT on which OWNER has issued interim turnover notices and OWNER has commenced startup operations, b. any part of WORK from which CONTRACTOR has been removed pursuant to paragraph B of ARTICLE 12 - DEFICIENT WORK REMOVAL OF CONTRACTOR, c. any part of WORK that has been terminated pursuant to ARTICLE 16 - TERMINATION OF WORK, d. war risksas defined in the New York Standard Fire Policy and nuclear risks as defined in the Standard U.S. Nuclear Exclusion Clause. 3. CONTRACTOR agrees that if, prior to completion and acceptance of WORK pursuant to paragraph E of ARTICLE 6 - PAYMENT - COMPLETION ACCEPTANCE, OWNER so authorizes, it will promptly undertake, under the terms and conditions of CONTRACT, the reconstruction, repair or replacement of any of those things for which CONTRACTOR is responsible pursuant to paragraph 2 above that may have been damaged, destroyed or lost from any cause whatsoever. RC-1142 April 18, 1975 EXX 012197 1 Page S3 ARTICLE 10 (Continued) B. Construction Tools and S.-iutnr.ons - CO:nil\CT0R shall be responsible for any damage to, or destruction or loss of, from any cause whatsoever, construction tools and equipment owned by CONTRACTOR and its subcontractors and rented iters which arc used or intended for use in accomplish in;; WORK. C. Owner's Existin'; Pronertv - COirTEACTOR shall be responsible for and shall make good to the satisfaction of OWNER any damane to, or destruction or loss of, existing structures, those portions .of PLANT or parts of WORK referred to in paragraphs A-2-a, b and c above, and ocher property belonyin-; to O'.'NER or for which OIRNTR is responsible (other than property referred to in paragraph A-l above) arising out of any act or onissicn of C0:rr.RVCT0R, its officers, employees, agents, representatives or subcontractors or caused by any condition, act or omission sec forth in paragraph E below, without regard to whether any acts or oaissions of OWNER or other parties contributed to the property damage. However, CONTRACTOR shall -not be responsible for any.property damage caused by the sole negligence, of 0K::E?., its employees, agents or representatives. The amount of CONTRACTOR'S liability under this paragraph C shall be United to the valid and collectible insurance carried by CONTRACTO:'., as set forth in paragraph B-l-b of ARTICLE 20 - INSURANCE. ' D. Third Parties - With respect to damage to property other than as covered in paragraphs A, B and C of this ARTICLE; and with respect to injuries to or deaths of all persons, including employees and agents of OWNER, CONTRACTOR, subcontractors and others; arising out of or in connection with any occurrence as a result of the negligent performance of-WORK by CONTRACTOR or its subcontractors for each ASSIGNMENT hereunder (herein after referred to as third-party liabilities), it is agreed as follows: 1. CONTRACTOR shall indemnify and defend OWNER and hold OWNER harmless from any and all cost or loss resulting from such third-party liabilities which occur prior to and on the date that the particular ASSIGNMENT achieves MECHANICAL COMPLETION and including that thirdparty -liability which occurs during and in respect of CONTRACTOR'S or subcontractors' performance of WORK under ARTICLE 17 - WARRANTIES AND GUARANTEES after such date, without regard to whether any acts or oaissions off jOWNER or other parties contributed to such third-party liability. Hbvever, CONTRACTOR shall not be responsible for any such third-party liability caused by Che sole negligence of OWNER, Its employees, agents or representatives. 2. Por occurrence giving rise to third-party liability after the date MECHANICAL COMPLETION is achieved for the particular ASSIGNMENT (except for third-party liabilities occurring during WORK performed by CONTRACTOR or subcontractor under ARTICLE 17 - WARRANTIES AND GUARANTEES covered under subparagraph 1 above), and until the expiration of the later of two years ot final acceptance of the particular ASSIGNMENT, CONTRACTOR and OWNER shall each hold the other harmless from any and all cost or vloss resulting from such thirdparty liabilities on the basis of the respective percentage of fault . or negligence on the pare of CONTRACTOR (including subcontractors of CONTRACTOR) and of OWNER (including its employees, agents or I EXX 01S19B Page 54 representatives) giving rlae to any such third-party liabilities. 3. In all cases of third-party liabilities occurring pursuant to subparagraph 1 above, CONTRACTOR shall be responsible for investigating and adjusting any losses and in all cases or third-party liability occurring pursuant to subparagraph 2 above, OWNER shall be so responsible. In all cases, CONTRACTOR and OWNER agree to cooperate vlth each other and to give each other complete access to relevant lnforeatlon subject only to information prohibited by secrecy agreement, contract or lav from being disclosed. 4. OWNER as used in this paragraph D shall include Exxon Corporation and its ovned, controlled, affiliated or subsidiary companies. E. Equipment and Employees of OWNER - CONTRACTOR'S responsibility for damage, destruction or loss of property and lnjurty to or death of persons as set forth in paragraphs C and D above includes, but is not limited to, damage, destruction, loss, injury or death caused in whole or in part by any act or omission of any employee of OWNER while acting under the direction or control of CONTRACTOR or subcontractors and, in their behalf, carrying out work to be performed under CONTRACT. END OF ARTICLE I i -3-. RC - 1142 April 18, 1975 ' FEXX 12199 Page 55 ARTICLE 20 - INSURANCE A. Losses to and Restoration of Work 1. If CONTRACTOR is not compensated by insurance carried under para graph B-l-b or B-l-c of this ARTICLE or by any vendors or subcon tractors or by their insurance for any direct loss CONTRACTOR sus tains by reason of 'CONTRACTOR'S resoonsibilitv pursuant to paragraph A-2 of ARTICLE 19 - CONTRACTOR'S RESPONSIBILITY, then CONTRACTOR will be conpensated by OWNER for said loss linited, however, to the net additional costs incurred by CONTRACTOR directly related to reconstruction, repair or replacement of those things for which CONTRACTOR is responsible pursuant to said paragraph A-2. 2. At OWNER'S option, it may authorise a CHANGE pursuant to paragraph C of ARTICLE 1 - WORK for the reconstruction, repair or replacement, pursuant to paragraph A-3 of ARTICLE 19 CONTRACTOR'S RESPONSIBILITY, of any part of WORK daaaged, destroyed or lost. However, CONTRACTOR shall not be entitled to any adjustment to fixed FEE or payment of rate FEE if said damage, destruction or loss was due to the mis conduct of CONTRACTOR'S COGNIZANT OFFICIALS. 3. The provisions of paragraphs 1 and 2 above notwithstanding, CON TRACTOR shall be liable and not compensated for any damage, destruc tion or loss that results from any gross or willful misconduct'of CONTRACTOR'S COGNIZANT OFFICIALS. 4. OWNER shall not be held liable for any indirect or consequential loss sustained by CONTRACTOR by reason of the provisions of paragraphs 1 and 2 above. B. Insurance Requirements 1. CONTRACTOR shall cany and maintain in force the following insurances with companies satisfactory to OWNER. Nothing contained herein shall serve in any way to limit or waive CONTRACTOR'S responsibility. a. Workmen's Compensation and Employer's Liability - CONTRACTOR, for all its employees engaged in accomplishing WORK, shall caxxy:.and palntain workmen1s compensation and employer's liability insurance or similar statutory social insurance in accordance with LAW which may be applicable to said employees. If any part of WORK is subcontracted, CONTRACTOR shall require each . subcontractor to-provide workmen's compensation and employer's liability insurance for the subcontractor's employees pur suant to the foregoing unless said employees are covered under CCftnUACTOR's insurances. b. Comprehensive- General Liability - CONTRACTOR shall carry and maintain comprehensive general liability insurance providing at least one million U.S. dollars (US $1,000,000) coverage for all persons -injured or killed and for loss of or damage to property resulting from any one occurrence. Said policy shall provide contractural liability insurance. i RC-1142 April 18, 1975 - ** EXX 012200 ARTICLE 20-B-l (Continued) c. Comprehensive Automobile Liability - CONTRACTOR shall carry and maintain comprehensive automobile liability Insurance covering owned, non-owned, and hired automotive equipment providing at least one million U.S. dollars (US $1,000,000) coverage for injury, death or property damage resulting from any one occurrence. As an alternative and at Owner's option, OWNER may elect to furnish or arrange any part of or all of the insurances required by paragraphs a and b above. In determining its option, OWNER agrees to consider proposals from CONTRACTOR'S insurance carrier regarding any part or all of said lnusrances to determine which insurance program will result in the lowest net cost to OWNER. In the event OWNER elects to furnish any of said Insurances, OWNER will authorize a CHANGE pursuant to para graph C of ARTICLE 1 - WORK and CONTRACT PRICE BUDGET shall be reduced by an amount equal to the cost to OWNER of such insurance. 2. If requested by OWNER; CONTRACTOR shall have its insurance carrier(s) furnish to OWNER insurance certificates specifying the types and amounts of coverage in effect and the expiration dates of each policy, and a statement that no insurance will be cancelled or materially changed while WORK is in progress without thirty (30) calendar days prior written notice to OWNER. If requested by OWNER, CONTRACTOR shall permit OWNER to examine the original insurance policies, or at OWNER'S option, CONTRACTOR shall furnish OWNER with copies of insurance policies certified by the carrier(s) issued in compliance with the requirements hereof. Should CONTRAC TOR at any time neglect or refuse to provide any insurance required herein, or should any insurance be cancelled, OWNER shall have the right to procure such insurance. In such case, OWNER will authorize a CHANGE pursuant to paragraph C of ARTICLE 1 WORK and CONTRACT PRICE BUDGET shall be reduced accordingly. 3. If CONTRACTOR subcontracts any part of WORK, the responsibility and insurance provisions of each subcontract shall be in accordance with CONTRACTOR'S usual practice, but subcontractors shall not carry any insurances which would duplicate any insurances provided by CONTRACTOR or OWNER pursuant to paragraphs B-l and B-2 above. CONTRACTOR shall be responsible to see that subcontractors maintain insurances as required in the subcontracts during the course of subcontractors' operations. 4. CONTRACTOR and subcontractors shall not commence the shipment of equipment or materials or commence work at WORK SITE until all of the insurances that CONTRACTOR is required to provide are in force and the necessary certificates and statements as required in para graph B-2 above have been received by OWNER. Prior to commencing the aforesaid activities, CONTRACTOR shall obtain and comply with all OWNER'S and insurers' requirements including, but not limited to, allowable classes of vessels, maximum value concentrations, reports all claim handling procedures. END OF ARTICLE . RC-1142 April 18, 1975 EX* Page 57 ARTICLE 21 - LIMITATION OF CONTRACTOR'S LIABILITY - CONTRACTOR shall not be liable for any loss sustained by OWNER of its anticipated profits from operation of PLANT arising from: A. any delay in PLANT to achieve the capability to safely produce for commercial purposes products meeting design quality at design capacity as specified in JOB SPECIFICATION, or B. any delay in PLANT meeting or inability of PLANT to meet OWNER'S expectations in operating service factor and/or utility, catalyst and chemical consumption rates, except to the extent CONTRACTOR may recover from insurances required by OWNER under CONTRACT or to the extent CONTRACTOR may recover such losses from vendors, subcontractors, renters of construction tools and equipment or their insurers or others. CONTRACTOR shall exert all reasonable efforts and diligence to recover such losses under insurances carried by CONTRACTOR under CONTRACT or from vendors, subcontractors, renters of construction tools and equipment or their insurers or others. END OF ARTICLE ( RC-1142 April 18, 1975 EXX 01220s Page 58 AP.TICLF. 22 - INDEPENDENT CONTRACTOR - For the purpose of CONTRACT and all services to be provided hereunder, CONTRACTOR shall be, and shall be decried to be, an Independent contractor and not the agent or employee of OWNER. ^ OWNER shall not have any authority to supervise the employees, representatives ' or subcontractors of CONTRACTOR; anti accomplishing WORN shall be under the supervision and control of CONTRACTOR. CONTRACTOR shall have no authority to make any statements, representations or coined tnents of any kind or to take any action which shall be binding upon OWNER, except as provided for herein or authorized by OWNER. END OP ARTICLE RC-1142 April 18, 1975 EXX i2e3 Page 59 ARTICLE 23 - OWNER'S REPRESENTATIVE A. For each ASSIGNMENT, unless sone other person be designated by OWNER, OWNER'S Project Executive as named in the JOB SPECIFICATION for said ASSIGNMENT represents OWNER with respect to WO'.';; performed by CON TRACTOR. The OWNER'S project manager named in J03 SPECIFICATION will act in OWNER'S behalf as his duly authorized representative unless some other person is designated by OWNER'S Project Executive. B. OWNER shall have the right to make final decisions on all questions involving the interpretation of JOB SPECIFICATION and other specifi cations, drawings and documents furnished by OWNER to CONTRACTOR. C. OWNER shall have the right to reject or condemn any part of WORK which does not conform to CONTRACT, to decide all questions which arise relative to prosecuting WORK, and to perform the various duties assigned to it in CONTPACT. D. Should CONTRACTOR wish to appeal any decisions of a duly authorized representative of OWNER, CONTRACTOR shall give notice of the matter to OWNER'S Project Executive for his personal decision which when rendered, shall be the decision of OiJNER. END OF ARTICLE RC-1142 April 18, 1975 EXX 012204 Page 60 ARTICLE 24 - SUBCONTRACTS - ASSIGNMENT OF CONTRACT A. CONTRACTOR 9hall not subcontract any engineering, procurement or construction services described in ARTICLE 7 - ENGINEERING PROCUREMENT - CONSTRUCTION, or place any subcontracts that Include field labor or subcontracts for rental items, without OWNER'S prior approval. All subcontract documents and subcontractor selection shall be subject to approval by OWNER prior to award of each subcon tract. B. CONTRACTOR shall be fully responsible for any part of WORK accomplished by subcontractors and for the acts and omissions of subcontractors and persons either directly or indirectly employed by them to the same extent as it is for the acts and omissions of persons directly employed by it. C. CONTRACTOR shall not assign CONTRACT or any part hereof without OWNER'S prior approval. OWNER may assign CONTRACT including all rights and obligations hereunder at any time to any of its affiliates without agreement by CONTRACTOR. D. With respect to paragraphs A and C above, such approvals by OWNER shall not release or relieve CONTRACTOR of any of its obligations under CONTRACT or create any contractual relation between any sub contractor and OWNER. END OF ARTICLE RC-1142 Anril 18. 1978 EXX 012205 Page 61 ARTICLE 25 - CONFLICT OF INTEREST - COMPACTOR shall exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with WINER's best interests. This obligation shall apply to the activities of the employees and agents of CONTRACTOR In their relations with the employees, and thoir families, of OWNER, vendors, subcontractors and third parties arising from CONTRACT and accomplishing WORK hereunder. CONTRACTOR'S efforts shall include, but not be limited to, establishing precautions to prevent Its employees or agents from making, receiving, providing, or offering substantial gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to OWNER'S best interest. END OF ARTICLE RC-1142 April 18, 1975 EXX 012206 Page 62 ARTICLE 26 - GOVEP.NING LAW - Tie validity and interpretation of this CONTRACT and the legal relations of the parties to it shall be governed by the laws of Texas. END OF ARTICLE RC-1142 April 18, 1975 EXX 012207 Page 63 ARTICLE 27 - EQUAL OPPORTUNITY It Is agreed as a condition of CONTRACT as follows: A. That in the performance of this CONTRACT, CONTRACTOR shall not engage in any conduct or practice which violates any applicable law, order or regulation prohibiting discrimination against any person by reason of race, color, religion, national origin, sex or age. B. This CONTRACT is fcK) is not subject to the Equal Opportunity Supplement entered into between the parties pursuant to Executive Order 11246. This Supplement is: on file in this office attached hereto as EXHIBIT E. Please sign and return to this office. END OF ARTICLE ( RC-1142 April 18. 1975 EXX 01228 Page 64 ARTICLE 28 - AUTilORIZATION OF ASSIGNMENTS - Authorization of ASSIGNMENTS under CONTRACT shall be in accordance with the following provisions: A. CONTRACTOR'S initial ASSIGNMENT is authorized by execution of this CON TRACT by the parties hereto and the date of authorization of said ASSIGN MENT is the date of CONTRACT. B. If OWNER desires to have CONTRACTOR perform additional ASSIGNMENTS, OWNER will sufficiently describe each said ASSIGNMENT in order that CONTRACTOR can assess the requlreuents for supervision, manpower, tooling and the like and the timing of same. CONTRACTOR agrees to submit a proposal for executing NORM for each 3aid ASSIGNMENT and to perform such WORK if CON TRACTOR has the capacity available to provide the required services and if authorized by OWNER. CONTRACTOR further agrees that any such additional ASSIGNMENT shall be governed by all provisions, including but not limited to ARTICLE 4 - COSTS and ARTICLE 5 - FEE, of CONTRACT applicable to said ASSIGNMENT, and that modifications to CONTRACT by addenda shall be limited to the following: 1. Addition of paragraphs, comparable to the following paragraphs of this AGREEMENT, to define the requirements for said ASSIGNMENT: a. paragraph 3 of ARTICLE 1 - WORK b. paragraph C of ARTICLE 2 - COMPLETION DATE c. paragraph C of ARTICLE 3 - CONTRACT PRICE d. paragraph B of ARTICLE 5 - FEE e. paragraph E of ARTICLE 7 - ENGINEERING - PROCUREMENT - CONSTRUCTION 2. Addition of a JOB SPECIFICATION for said ASSIGNMENT to provide a detailed definition of WORK, including CONTRACTOR'S services and to describe the administrative, procedural and technical requirements that CONTRACTOR will be required to satisfy in accomplishing WORK for said ASSIGNMENT. C. CONTRACTOR'S proposal must satisfy OWNER that CONTRACTOR has the capability to perform such additional ASSIGNMENTS. D. OWNER is not obligated to offer to CONTRACTOR or to authorize any additional ASSIGNMENTS by virtue of this AGREEMENT. E. As part of OWNER'S request for a proposal for any additional ASSIGNMENT, OWNER will furnish CONTRACTOR with drafts of all items described in para graph B above. F. In addition to specific references in this AGREEMENT to "initial ASSIGN MENT" or "additional ASSIGNMENTS" it is expressly understood that all other provisions of this AGREEMENT shall be fully applicable to said "initial ASSIGNMENT" or "additional ASSIGNMENTS", if any, except to the extent they are clearly inconsistent or inapplicable to said ASSIGNMENT or ASSIGNMENTS. El OF ARTICLE RC-1142 April 18, 1975 EXX 012209 Page 65 ARTICLE 19 - ENTIRE AGEEE>!ENT - This CONTRACT constitutes the entire agree ment between the parties hereto and supersedes all prior negotiations, representations or agreements related to this CONTRACT, either written or oral, including OWNER'S Invitation for Proposals and CONTRACTOR'S proposal, except to the extent they are expressly incorporated herein. No changes, alterations or modifications to this AGREEMENT shall be effective unless in writing and signed by the parties hereto. END OF ARTICLE / RC-1142 April 18, 1975 EXX 012210 Page 66 ARTICLE 30 - NOTICES A. All notices required by AGREEMENT shall be In writing and shall be sent by registered mail to CONTRACTOR or OWNER at their office addresses set forth in CONTRACT, or shall be sent by registered mall or handed to their duly authorized representatives. B. The date of any notice shall be the date it is first received by the office of the addressee or the addressee, whichever is earlier. END OF ARTICLE RC-1142 A 1 SO SO*'" EXX 0122!1 Page 67 ARTICLE 31- INDEX - HEADINGS - Index to ACREEMENT and headings and subheadings of Articles contained herein arc used for convenience and ease of reference, nnd in no way define, limit or describe the scope or intent of ACr.EEIfE'IT or any of its provisions. EOT OF ARTICLE \ RC-1142 April 18, 1975 EXX 012212 Page 68 CONTRACT shall inure to the benefit of and be binding upon the legal representatives and successors of the parties hereto. IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed in their respective corporate or divisional names by their respective officers, thereunto duly authorized, as of the date and year first written above. (typed naue and title) TJ. Feehan - SENIOR GROUP VICE F3ESIDENT (typed name and title) Exxon Chemical Company U.S.A., an operating division of Exxon Chemical Company, a division of Exxon Corporation (j)Zoec-)e- SivEEKiey^Jz Vice- be>*T_______ (typed name and title) By lij 5 pic-, m((signature of oouwner's officer) AjE E)/CiJ-S> xecuT/tse. Ece- Z^s/cba/t (typed name and title) RC-1142 April 18, 1975 EXX 012213 EXHIBIT A COMPENSATION FOR CONTRACTOR'S HOME AND BRANCH OFFICE EMPLOYEES Following is Che basis for compensating CONTRACTOR for salaries, wages and premiums, and related departmental overheads, paid by CONTRACTOR to its employees located in its home office or its regularly established branch offices for the activities listed below. -1 Activities Segregated by Functions Basis for Compensating Contractor (1) Reimbursable Chargeable Cost (2) Departmental Overhead SUP PB (3) B of OH (4) 1. Process Planning/Engineering/ Design Technical (e.g., direct super vision, engineering, drafting) Non-technical (6) Yes No (5) .2. Project Management/Engineering/ Coordination Technical (e.g., direct supervision, engineering, drafting) Non-technical (6) 3. Specialist/Procurement Engineering Yes No (5) Technical (e.g., direct supervision, engineering, drafting) Non-technical (6) ! Yes No (5) 4. Design Engineering Technical (e.g., direct supervision, engineering, designing, drafting, model making) Non-technical (6) Yes No (5) 5. Planning/Scheduling/Schedule Control Technical (e.g., direct supervision, engineering, scheduling, drafting) Non-technical (6) Yes No (5) RC-1142: April 18, 1975 Exhibit A EXX 012214 Exxon Chamical Company Job Spacification Baaa Plane Daboctlanack Projact 7 * , Coordination Procadura Supplaaaat 19 Ravlaloa 0 Saptaabar 1, 1976 Paga 1900 CONTRACTORS' RESPONSIBILITIES FOR SAFETY, PLANT SECURITY. AND . TRAFFIC REGULATIONS * 6* 4* * ,, | * BAYTOWN PLANTS t . January 2.197S t I EXX 012215 Exxon Chemical Company Job Speciflcation Baa* Plant Debottleneck Project Coordination Procedure Suppleaaat 19 Revlaion 0 September 1, 1976 Page 1901 SECTION 2 CONTRACTORS* RESPONSIBILITIES I .............................. INDEX . . e e j e. *# l:- ................ ; * <* MaieMaw L DEFINITIONS J . ' '" * 1.Owner............................ 1, 2 2. Contact Man................................................................... 2 i. Bask Equipment Owner.............................. 2 4. Phot................................................... 2 5,Contactor .....................................................................2 IU SAFETY REGULATIONS A. GENERAL C . 1. Authorization to Sun Work............................................ 2 2. Contractors* Equipment................ 2 -. . X Sooting................................... 2 . 4A. Hot Work.......................... ;......................... ..............4 ' Cold Work .....................................................:...........A . S. Explosives...................................................................... .4 ' 6. Connecting into Existing ' ., Pipe Liner or Equipment........................................2 7. Connecting into Existing Sewers...................... 2 . S. Work oaj Adjacent to or ' w. ' ' Connecting into Existing Electrical Power Circuits end Work on . .. Electrically Operated Equipment .............i.S SL EnteriogContrincn, Pits, Emtiijutit jS . jaWoik lw^theUseof / , ,* 12. U of ' i Radiation .........................'. JS m ..*....jS Conduits or \ Stmctnies as Supports feeeeeeeeeeeiteelee* IS. Use of Stanchions ot . V ' Eqpripnient for Anchon ..................... .;...........,.J > ' e* * N EXX 12216 Exxon Chemical Company Job Specification Baae Plant Debottluauck Project Coordination Procedure Supplement 19 Rev la ion 0 September 1. 1976 Page 1902 14.Guy Lines.......................... ...........................................7 15. Working in the Vicinity of Electric Lines.............. .7 15. Excavations........... .'........................ ..1........................ .7 17. Moving Suspended Loads................................................ J .A | Damage to Owner's Property............................ JS 19. Warning and Caution Signs........................ Jt . -2& Entering Operating Unit.......................................... ...3 . El. Operating Owner's Equipment.........................................3 * ' 2X Use ofSpecial Vehide*..............................*............:...J ' 2X Fire Extinguishers................... ........... ...........'............... 3 ' X. Compressed Css Cylinders - Transportation, Storage, and Use '..........................3 . . 25. Railroad Obstructions......................................................10 . 26. Guarding....................... ................... ......................... 10 27. Electrical Tools & Equipment................... ..................... 10 . 28. Welding and Burning......................................................11 29. Plant Air............................ ................. ...................17 ,, ' 30. Machinery..................................................................... 12 ** 31. Refueling Vehicles and Equipment..............................1.............. 12 32. Protective Clothing, Protective ' * Equipment and Safe Tools..................... ...............17 33. Working Over or Near Water...................j7............... 12 34. Securing of . . Temporary Buildings............'..'...I.................13 ... B. SUPERVISORY RESPONSIBILITY _.......... .. L Set a Good Example ........ ........................................... .13 - s X Provide Adequate Instructions.......................................13 ` XCooperate with Owner's ' . . . * Designated Representative .............1.................. 13 * ' '* '4.PwMe Adequate Procedure %- ... forSpeefiBqJojS.... j.v*a.. ................. ..:.13 C. BlciVl^UALRESPONSIBILITY . .1 ^ ' . fc Contractor Employees'Basic " * * ^ ItabsforPersocraiSafety.............. ............'..-....14 XOothingand Protective v.` Equipment ................. ................................. *.,..14 EXX 012217 Exxon Chemical Company Job Specification Been Plant Debottleneck Project Coordination Procedure Supplement 19 Ravlalon 0 September 1, 1976 Page 1903 ).Cearding............................... ' ...... ..............16 4. Housekeeping.................................................. .. . . . 16 $. Smoking and Matches .......................!. .................... 16 ' 6.1 land Tools................................................. ................ 16 7. Electrical Tools and Equipment .......................................17 X Power Tools - Machinery ............................................... 17 9. Laddeo and Scaffolds ......................... ,i............... 17 ' 10. BxcxvaUoosand Trenches ................. .. IS 11. Traffic and Railroad ..................................................IS ' IX Hotsting Equipment ............................................ .19 13. Structures ........................................................ .. . . 19 M. Hazardous Materials ......................... .. 19 \ . IS. Compressed Air -Yard System .................................. 19 . 16. Compressed Cases .........................................................19 . 17. Fixe Prevention-Fire Fighting......................... . . . . 19 10, PLANT SECURITY REGULATIONS 1. Parking Locations .............. ..................... .................70 % ': X Entrance Cate ......................... s, ......... 20 - 3. Walks and Roadway s ................................................ .20 4. Contractor Badges and \ ` .ContractorPasses .............................. 20 5. Use ofSubcontractors ....................................... .. 21 6. Car Passes.......................................'. . . .v.............. 21 7. Material Passes............................................................. 21 S. Thefts ........... 21 . 9.CarabEog.................................................. ....... 22 *" 10 Dosiness Vtsitoo, Applicants, 1** anil PeJfrery Trucks......................... ...... 22 .IX Boxes.- ` t ;> .' ^^p<^Of Vchfcfcs,'etc........... .............. . 22 13.Csme*Wtln4PSotosraplu. ...... 23 ; uiLu&mmjF^ anCBcptosivcs .............................. .......23 , 1& VbrtbtgaiKf'Loittrifig ............1 .. 23 16.Fingerprinting ............................................................. 23 * ` \ -- * . * .* * * . ' * . XS1 * .* - . .V e EXX 012218 Exxon Chaaical Company Job Specification Base Plant Debottleneck. Project f 1 Coordination Procedure Supplement 19 Raviaion 0 September 1, 1976 Page 1904 tt w k * * * * s a * " IV. TRAFFIC REGULATIONS ** . . * i 1. Equipment Required on Motor Vehicles.................. X Driver License .................. 3. Warning Flags............................. ' 4. Traffic Signs ............................. $.Speed Limit ............................ * 6, Driving and Parking..................... 7. RJght-of-.Wsy............................. S. Passengers ............................. 9. Vehicles Prohibited..................... 10. Windshield or Window Obstruction . "Road nosed" Signs................. 12. Obstructing Sucets, Roads, Fite Equipment or Fiie>FightingFacilities . . . . ................ . . . . 2S ir t EXX 012219 Exxon Cheaical Company Job Specification Baaa Plant Debottleneck Project r Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1905 SECTION 2 CONTRACTORS' RESPONSIBILITIES FOR SAFETY, PUNT SECURITY. ANU TRAFFIC RECUUTIONS . Contractor .shall fully comply with these Safety, Plant Security, and Traffic Regulations in the performance of work described in the contract. These regulations shall also fuDy apply to all Subcontractors and their employees, as well as to the Prime Contractor and its employees. Contractor shall notify its employees, its Subcontractors, and the employees of its Subcontractors of the provisions of the regulations and dull secure compliance therewith by all such parties; and Contractor shall not allow any of such persons to begin work inside Owner's Baytown Plants until such notification has been given them. Contractor shall observe and comply with the Texas Occupational Safety Act (Art. 5182a, V.CS.) and with afl safety and health standards pfeniulgated by the Secretary of Labor under Scctiuu 107 of the Contract Work Hours and Standards Act. published hi 29 CFR Part 1926 and adopted by the Secretary of Labor as occupational safety and health standards under the Williams-5teiger Occupational Safety and Health Act of 1970, and to any other legislation enacted for the safety and health of contractor employees. Such afety and health standards shall apply to all Subcontractors and their employees as well as to the Contractor and its employees. . ,* Contractor is and shall remain an independent Contractor as to all .work performed under the contract. The detail manner, means, and methods of performing said work shall be under the control and direction efContractor, the Owner being interested only in the results obtained. :-X; , * . *. ' . These Safety, Plant Security, and Traffic Regulations arc designed, ah requirements ftr~ Contractor,'** Contractor shall take any precaution necessary dr proper nodes the circumstances to peneof fejjnjy or death to persons or damage to property. These regulations are to be considered as an adrStjon to any safety rules or . tegufairons of the Contractor. Neither compliance with the regulations by 'Contractor nor Owner's approval of any actions or procedures of Contractor as provided therein ihaO relieve Contractor of it* obligation ' Otways to we due cate in performing work. C EXX 012220 Exxon Chemical Company Job Specification Baaa Plane Debottleneck Project c. ) Coordination Procedure Suppleaant 19 Rrrlnloa 0 September 1, 1976 Page 1906 Nothing contained In these regulations shall be interpreted to enlarge Che legal duty of (lie Owner to the Contractor, his agents, employees, or SvbcooUKton. L DEFINITIONS , a As ttsed herein, the following definitions arc applicable: 1. Owner , I i | Since Exxon Chemical Company U-S-A-, an operating division of ! Exxon Chemical Company, a division of Exxon Corporation, Exxon Company, USJi. (a division of Exxon Corporation), and Exxon Research and Engineering Company (ERAE) all have facilities located within the Baytown Refinery complex, these three parties have agreed upon these common safety, plant security, and traffic regulations to be applicable on each corporation's properly within said complex. Therefore, for put poses of these regulations, "Owner" shall mean Exxon Chemical, Exxon, or ERAE, as applicable. r 2.. Contact Man .- The Owner's representative assigned to (he project by (he Mechanical Division of Exxon Chemical Company U.S.A. (EMD), the Maintenance & Construction (MAC) Division of Exxon Company, U.S.A., the Maintenance and Construction Foreman of ERAE. or the individual designated by the Technical Division involved on contracts for engineering services. The Contact Man, on proper request, will assist the Contractor in obtaining all permits required hereunder and will be the normal cootact ; between the Contractor and all of Owner's personnel. / S. ' Bade Equipment Owner . . * V The Exxon Chemical Company U.SJL, Exxon Research and Engineering Company, or Exxon Company, UJLA. representative - primarily responsible for the safety of Exxoa Chemical, ERAE, and Exxon personnel and equipment in the area in which the work is to be performed. i ( EXX 012221 Exxon Chemical Company Job Speciflcatlon Bait Plane Daboctlanack Project Coordination Proendura Supplemant 19 Revialon 0 September 1, 1976 Paga 1907 4. Plant 5 `, 11m facilities of Exxon Chemical Company U.S.A., Exxon Research tad Engineering Company, or Exxon Company, U.S.A., Oaytown, Texas, or any combination of such facilities on which work is to be performed. * -. 5. Contractor **'* , ** a , Designates *^C6ninctor," "Contractor's Subcontractors," and aO employtes of each. . .` . IL SAFETY REGULATIONS ' T' A. GENERAL 1. Authorization to Start Work . * Contractor and Subcontractors shall not start work until authorized by the Contact Man at the job site. Such authorization does not constitute authority to proceed with any work involving special permits as outlined . herein. Contractor shall also secure approval from Conract Man before any materials are delivered to job site when, material deliveries precede .. . Contractor's arrival on site. 2. Contractors'Equipment : ' a. AD equipment brought into the Plants by Contractors shall be * . ..in safe operating condition. Authorized Owner personnel at any time may inspect Contractors' equipment Such inspections or failure to inspect shill not relieve Contractors of their responsibilities for the safe condition of their equipment b. AD shad use a hitch tquAto Premier's aotoontie blaring hitch No. JQSfbront'too leads, oc No. SSOr tcTonc-aod-poc halfton loads, exceptlhat ptowriy raicdbaflbfrtbcsaair lie use^wfcn peorided whS safety mins. Load Emits for the San Jacinto Street ovcrpdaf|Mas (ilpwx: maxlmunt axk tcad>3Z00 pcwmdsaml nmhmufc-jjyoss load 72,000 pounds. A tandem axle vehicle ftagjfe codMMd S bring a single axle. V." L Smoking .2*3 il EXX 012222 Exxon Chemical Company Job Speciflcaclon Bare Plane Daboctlanack Projact Coordination Procadure Suppleoanc 19 Kovlelon 0 Septenber 1, 1976 Paga 1908 Smoking within the Plant it prohibited, except at locations and times approved in writing by Owner. The Contact Man will obtain the required permission. . ' |' ' '*. i`. - 4A. Hot Work *; ' */* . 9 \ TIot work" is defined as any work requiring the use of burning or Welding equipment, brazing equipment, explosives, open fires, portable grinders, internal combustion engines, soldering irons, noacxplosionproof electric moron (Indudini motor drippers, drills, and saws), j aooexpiosroaprooC floor or suing lights, sand blasting, explosive-actuated tools, eketrie hot plates, or any other flame or spark-producing equipment. ' .. Contractors shall not use open fires or spark-producing equipment or do any "hot work" without a written permit on Form 541-0623 properly filled out and signed by (1) the Sasic Equipment Owner in the space - marked, (2) Owner's Safety Permit Inspector in the space marked "Gas Inspector," and (3) by the Conttacior's authorized ttpiesentaiive in the apace marked "Mechanical Supervisor." Permits are valid for only the time aad date specified on the face of permit. Owner wifi assign areas in which Contractor may do "hot work" on a job-duratioa basis and wifi give - short-time permits ia other locations when considered safe. Contractors shall stop any "hot work" upon tequest of any employee of Owner and dull- not resume such work until authorized by the Contact Man. Cootractor shall watch for conditions tlut nuke the use of "hot work" ' unsafe; and immediately upon observing such conditions. Contraitor shall . cease "hot wotk" and report the condition to the Contact Man. ,,4B. Cold Work * ;' ! / * . *' > The Opening, Blanking, and Cold Work Pcnnhis requited tojKSjqcpi k inside operating areas oe cin dpentk^gr^u^KsU (not involving hot < ^odcocentiy isto vessels which is coverejj^rb * Contractors dull rot enter vegetating area (1) with mobilized / * equipment, (2) to perform "erridJririfc^qr P) to Wank er open -cqufrratnt without a written pemrit'^Foim ^I-0O79A properly filkd oet end signed by Bane Equipment Owner and coataetmVattjbatized 9 tCpitKBt4tiVti ,* * # f &. bplosha . ;/ Explosives shall not be used without prior written approval of Owner; ` *4 i* it EXX 012223 ) P: c Exxon Chemical Company Job Specification Baaa Plant Debottlunock Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1909 C. Connecting Into Easting Pipe Lines . e Equipment .| ' | , .t a. Contnctor shall not open or tie its work into Owner's existing pipe lines or equipment without a written permit on Form <: i.) S41-0079A "Permit to 0|>ea and/or Blank Ad Cold Work", v; ; properly signed by Bask Equipment Owner in the space marked . ."Operating Man." After a tk-in has been made to Owner's existing lines or equipment, the whole piping or equipment h-- ' system involved shall be considered the same as Owner's / . existing Enes and equipment; and written approval on Form .* . 541-0079A, mentioned above, shall be obtained from Owner .Y before additional work can be done on any of these lines or .-1 1 equipment, unless a blank, approved by the Contact Man, has been installed separating the lines and equipment being worked on from the remainder of the system. t` Permission must be obtained from the Contact Man prior to the BSC of company utilities, such as, but not limited to, water, stem and air systems, and fire hydrants. Each connection shall .bo guarded by a check valve. When taking water from fire hydrants, the main center valve shall be opened completely. . 7. Connecting into Existing Sewers r. Contractor than not open or tie into or work on Owner's sewer system without a written permit on Form 541-0079A, "Permit to Open ttd/or Blank And Coid Work properly signed by the Basic Equipment Owner in the space marked "Operating Man." After sewers constructed by Contractor have been tied into Owner's sewer system, the "hot work" "pietmft shall terminate. Contnctor shall not perform any "hot-work" dmmeawHflXd#"hotwori"'perhfitf" ^ *./ Wodc(m^jQaeRd Id. o Connecting Into " Existing Electrical Power Gratis and Work 'm BectfkaEy Operated Equipment : r, TTSS**; Odder ae'tbcbtnstaaccs shaB Contractor wdrtqs, adjacent to, or idtg Hekttqeai;*** w*k olcptrlcally operated eqsd^h^C- ^vfthddt' seenriag poor wrhwn' petmisskM from Owner In accotdbocb'wilh Owner's "EkcWcal Tagout Procedures," blest edition. Contractor M comply with said procedures in performing all wort * %$ EXX 01222* Exxon Chemical Company Job Speciflcmcion Beat Plane Debottleneck Project Coordination Procedure Supplement 19 Reviaion 0 September 1, 1976 Page 1910 9. Entering Containers, Pits. Excan (loos, and Tanks , Contractor shall not enter any "Class A" Closed Container, as . defined below, without a written permit on Form 541-0751, "Report of Gas Analysis'* and "Permit to Enter," properly signed by (1) Owner's * Safety Permit Inspector, (2) the Basie Equipment Owner in the space narked ^Operating Head" and (3) Contractor's authorized representative In the space marked "Foreman Doing Work." The permit is valid for only the time and date shown on the face of the permit. "Class A" Closed Container is defined as any closed container (in custody and control of Owner) which has been in operation. This also includes furnaces, excavations, open top containers and sewers in are, custody and control - of Owner where the had of a man working therein is below the top of the vessel, excavation, or sewer. 10. Work Involving the Use of Ionizing Radiation Contractor shall not perform any work involving the use of ionizing ' radiation- without written notification in. duplicate to the Owner. Notification shall include the job reference, state time of entry, the type of ionizing radiation equipment and the strength of the ionizing source. Contractor shall comply with Texas Regulations for Control of Radiation," latest edition, Texas State Department of Health, Division of Occupational Health and Radiation Control, Austin, Texas, together with afi future amendments, additions, and revisions to said regulations and Standards. Owner reserves the. right to conduct independent and unannounced radiation surveys of Contractor's equipment and its uses on Owner's premises. 1L - .y r. r. At al tinea thejob site shall be kept dean and free from debris, tnril, dad robbiA. Contractbrihal store a0 materials in a ncalahd orderly fastta,wid shaft not store materials widun four feet of any fence or along jadi within a distance of seven feet and two India horizontally the nearest rad. and sfcaB noi construct temporary or within (his minimum clearance. Dismantled or debris (indudfing earth, day, lumber, metal, taubtigip paper, etc) that falls from Contractor's vahfcks shall be piompdy dinned op by Contractor. . !I 24 EXX 012225 ( c ,r r i Exxon Chemical Company Job Speciflcatlon Baaa Plant Daboctlanack Projact Coordination Procadura Supplement 19 Revision 0 September 1, 1976 Page 1911 13. Use of Lines, Conduits or Structures Supports , Contractor shall not use Owner's pipe lines, electrical conduits, handrails or structures as supports for loads. Tor ladders, or Tor scaffolds Without authorization from the Contact Man. * 13. Use of Stanchions or Equipment for Anchors Contractor shall not use Owner's pipe stanchions or other equipment tot attaching snatch blocks, guy lines, or for other services which apply * - loads on the equipment without written approval of the Contact Man. . 14.' Cuy Lines When it is necessary for Contractor to install guy lines across Owner's tlccisic lines. Contractor shall construct guards of a type approved by Owner, to prevent guy lines from coming in contact with the electric lines. No guy lines shall be detached nor buried guy line anehois disturbed - without prior approval of the Contact Man. Contractor shall not place any py Bne, mooring line, or load line in such' a position that it wdl tighten ; against operating equipment, pipe lines, tanks, or machinery. : . IS. Working in the Vicinity of Electric Lines When it is necessary for a Contractor to operate cranes or derricks, or perform other work within 12 feet of open electric lines (vertically or horizontally). Contractor shall consult the Contact Man and determine . whether the electric lines can be de-energized. Contractor shall not proceed with any work until the electric lines hare been dc-cnctgizcd or noli guards have been installed. . U. Excavations v ' Tj yv:'? ^ J* ; AS ekeavstioas made by the Contractor shall be adequately protected to prevent sloughing of earth by shoring or sloping and shall be ;|<iatatln or boarded over to preventpesonod from slipping or falling ' .fSgllhett. tn excavations which cmpiaym may be required to enter, ' 'tffMtfqd-Qr other material shad be effectively stored and retained at least * motc ffoa* fcXoraUon. Contractor shad not aMH^pfoms work in am excantWiirbidt requires a person's head to : *ft loNrirTne surface of the ground unti a "Permit To Enter" has been 3-7 EXX 012228 Exxon Chemical Company Job Spacification Baaa Plane Dabottlanack Projact Coordination Procedura Supplemene 19 Ravlalon 0 Sapeambar 1, 1976 Paga 1912 r ,i, r* . WARNING-RED CONCRETE CfNDERCROUND signifies the . presence of an electrical circuit. Stop excavating and notify the . Contact Man. i I * 17. Moving Suspended Loads * ; . Contractor shall not move toads suspended from mobile equipment without load being secured to prevent swinging. All chains, cables, ropes, tic* suspended from mob3c equipment shall be property fastened. U, Damage to Owner's Property If Contractor damages any of Owner's p.-operty, or property of any Other Contractor or Subcontractor, the damage shall immediately be , reported to the Conuct Man. 19. Warning and Caution Signs Contractors shall obey all safety warning signs posted by Owner and - shaB provide safety equipment required by signs. * r ! 30. Entering Operating Unit *'*" Contractor sltall not enter any operating unit or area with motorized equipment without permission of the Unit Chief Operator. Vehicles catering these areas may be requited to have sparkproof mufllcis or their ` eqolvalent ... . ` ' >* * *. *** . 31, Operating Owner's Equipment ' *| ______ shall not operate any of Owner's equipment, such as ' tfctftfc power switches, valves, etc, without prior specific approval of (lie .Contact Main, v i. JO. Use of '!; Special . V.ehi>c:les " *' ' -.... * Uosewa* or piece of equipment having metaflie-lugged wheels or tracts shaBbe operated on any hard surface street without adequate protection"Ifo the street, as approved by Contact Man. No tracked equipment hiving flat pavement treads shall be operated on a paved street Without approval of the Contact Man. i 24 v . EXX 012227 Exxon Chemical Company Job Specification Base Plant Debottleneck Project C Coordination Procedure Supplement 19 Reviaion 0 September 1, 1976 Page 1913 O' r ii - ..... . ( -^ 23. Fire Extinguishers a Welding machines and Ur pots dull have a 12-lb. CO, or 20-lb. dry dwmical'type Cue extinguisher in proper working condition located adjacent to the equipment An extinguisher shall be located in each woiking area where "hot work" is being done. , .e Fin Hose - Where fixed hose reels are not available, the Contractor dhaB furnish and maintain a minimum of one fire hose in each working tea whole hot work is being done. Each hose shall be I Vi" diameter with threaded coupGng and NYC Fire Department threaded adapter suitable for 350 psi pressure. Each hose shall be equipped with a I Vi" combination fog, straight stream, and shut-ofT nozzle equal to American LaFtance or Elkhart L-200. Hoses shall be connected to a hydrant. The Contractor SinD be responsible for opening the water supply valve at the hydrant in full open position while hot work is in progress, but pressure is not to be left on hose over night. 34. Compressed Gas Cylinder!-Transportalion, Storage, and Use * *. Compressed gas cyBndets, empty or full, shall be adequately secured in an upriglrt, vertical position when in transportation. Storage, or uae. Do not store cylinders under pipe or power fines. * :. h. Protective caps must be kept in place when not in uae. j Use holders, chains, or keepers to prevent overturning. 4. . Secure cylinders in a vertical position with a suiuble keeper . whSe connected to equipment / <. '* . i t "iV '` Do. mot allow putt oxygen to come in contact with hydrocarbons in any form. . ; r-. *.'. L ; Avoid sny rough-type handling. mT\ ` `% ** * ' V Contractor shall not use oxygen or acetylene for testing purposes. ' k Contractor shall not Uke oxygen or acetylene cylinders inskle a . teasel. (Exception - In storage tanks where door sheet has been . . . removed.) i* V * EXX i2see Enron Chemical Company Job Specification Baa* Plant Dabotclanack Project r Coordination Procedure Supplement 19 Ravlalon 0 September 1, 1976 Page 1914 \r i / . v. r L Oxygen cylinders in storage shall be separated from fuel-gas Cylinders or combustible materials (especially oil or grease), a ' minimum distance of twenty (20) feet or by a nonconibutriable , barrier tl least five (S) feel high having a firc-tesisuncc raring of : at least one-half hour. 35. Railroad Obstructions 1 i . Contractor shall not construct or place any permanent or temporary obstructions closer than seven feet, two inches horizontally, or twenty-three feet vertically from any railroad nil without specific amlhoriaation from the Contact Man. 3d. Guarding Contractor shall guard or place appropriate barricades around temporary openings in floors, handrails, etc., to prevent accidents. Contractor shall replace permanent handrails and guardrails immediately after need for opening has ended. Guards on moving machinery shall be in place or other protecnon provided before such machinery is operated. Contractor shall guard or protect any area into which materials or toob are to be deliberately dropped or thrown. ' 27. Electrical Tools & Equipment Contractor shall groupd portable electrical tools, metal buddings, and electrical equipment b. Contractor may use general purpose flashlights provided they do not exceed threc-ccll (1 .St per cell), except at Docks where *' -(hey shin meet Coast Guard wquiiaacais. . ' Explosionproof, approved portable lights (Underwriters ' * Laboratory--or Bureau of Mines-approved) must be used where _ bot work is not authorized. This includes, but is apt bathed to, (he following: . */ #* '. * * ' (1)' Portable exptoskxiproofhand lamps. * '' 3-10 EXX 01BSSS Exxon Chemical Company Job Specification Base Plant Debottlaneck Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1915 <a> Portable explosionproof floodlights. '.> . . p) Extension cords (plug boards) with explosion-proof . . fixtures. 2ft. Welding and Burning in Confined Spaces . . .y ' a. To prevent gas from escaping through leaking or improperly dosed torch valves, the gas supply to the torch shall be positively shut off at some point outside the enclosed space or , . the hoses disconnected st the regulator whenever gas welding or homing is suspended for a substantia] period of time or when ;. v . ' the torch is left unattended such as during the lunch period, at . shift change, etc. , _ The torch and hose shall be removed from the confined space, or if this is impractical, the hoses shall be disconnected at the . . regulators at the end of the shift when work is not to be . - continued on the next shift Opes end fuel gas and oxygen hoses shall be immediately removed from the confined spaee when they are disconnected from, the torch or other gas-consuming device. Contractor shall vent and dear any hollow or partially hollow vessel or. equipment which may be overpressured by the application of heat before heating or burning into it * - Contractor shall not weld on oil or gas lines or equipment in service unless there is ait internal cooling agent to remove heat, ' such as flowing liquid or ess, and/or unless there is suffigigy. metal, as approved , bum-through. # e' Contact Man. to prevent a rr-;. r - *' /.*' 'vDeception: No hot work is to be done on sir lines in service `between the retiprocatiag compressor discharge and. jha^ knockout drum or drier.lfotwarkca be done on air fi|ea downstream of knockout' dnan or diies. or on air fines .: pleasured by centrifugal eyynynt. after a gas-test shows the tb In the fine to have no kydrOcaraes present.. . Ml EXX 012230 Exxon Chemical Company Job Specification Baae Plant Debottleneck Project Coordination Procedure Supplement 19 kevlaion 0 September 1, 197$ Page 1916 . Pleat Air ' Contractor shall not use plant system compressed air for breathing purposes. * 30. Machinery . * '*. v `t c. '% e ' Contractor shall not work on any machinery wiiilc it is either in motion or operation without approval of the Contact Man. e 31. Refueling Yehidcs and Equipment Whenever possible, gasoline and fuel should be dispensed through s pump and hose. If not possible, approved* safety cans with flexible spouts may be used. Transfer of fuel in norupproved cans, open containers and .glass containers is prohibited. Vehicles and equipment engines must be turned off during refueling. Underwriters Laboratory or Factory Mutual approved container for flammable liquid. . 32. Protective Clothing, Protective Equipment, and Safe Tools Every Contractor employee shall wear a shirt with long sleeves buttoned while within the Plant, except at certain locations specified by the Contact Man. *' * Contractor shaS provide necessary protective clothing, protective equipment and safe tooh. 33.-Wosking Over or Hear Water , . * trvj.. . . ' ' v1 ' - r; . ' v. * t. . (Ung bo^fi with at least ninety (9^ feel *>T fee shaS be prauMed and readSy amiable for emergency rescue operations. nog booys shall not exceed'two hundred .k At ki| ttee saving skiff shall be jmmedatdy tniatk at lonwEift cnpbyccs are mkhg over or adjacent to enter. . / >I2 EXX 012231 Exxon Chemical Company Job Specification Base Plant Debottleneck Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1917 34. Securing of Termporary Buddings All temporary buildings dull be lied down by the Contractor in accordance with the Contact Man's instructions, and applicable (Jaytown Engineering Standards. - 8. SUPERVISORY RESPONSIBILITY . \ 1. . Set a Good Example ... | fj ' Contractor Supervisory personnel shall at all times set a good * example for Contractor employees in order to encourage compliance with these safety rules and regulations. 2. Provide Adequate Instruction Contractor Supervisory personnel shall provide adequate instruction in and require compliance with: e. Aecadent prevention aspects of each job. . h. Use and application of appropriate protective equipment and devices. C. Use or spplicatioa of tools and equipment. 3. Cooperate-with Owner's Designated Representative Contractor Supervisory personnel shall cooperate with Owner's designated representative where the safety aspects of a job require - coordination. This indudes, amongothers, the securing.of permits for cold . * work, opening and blanking vessels and Goes, entering vessels and * * . : excavations, hot work, and lock out of electrical equipment. . v- - 4, ,, Provide Adequate Procedure foe Specific Job Contractor Supervisory personnel shall sec that there is an adequate safety procedure foe the specific job to be done and that ail procedures are Vdl understood and followed. i >13 i k EXX 012232 Exxon Chemical Company Job Speciflcaclon Bate Plant Debottleneck Project Coordlnacion Procedure Supplement 19 Revision 0 September 1, 1976 Page 1918 . C INDIVIDUAL RESPONSiniLrTV I.' Contractor Employee** Basic Rules for Personal Safety a. Do not go to a Plant Tire. . y a ' fc. Report aO injuries to your supervisor immediately after they * occur. . * FoDow all safety procedures applicable to the job being performed, including the use of appropriate protective equipment. . dL Do not enter any operating equipment area or work on operating equipment without the approval of the Supervisor. .. ;-..e. Do not indulge in horseplay. . .. a C` Use the right tod for (he job-no makeshifts. * j . ' .i g. Keep clear ofsuspended loads. i *' v- . h. Eliminate or guard against known hazardous conditions. ! ''. 2, Clothing and Proteclive Equipment . J- . . i t.. Do not wear clothing contaminated with oil,hazardous liquids, . * or chemicals. If contamination does occur, wash immediately , - with soap and water and report to your supervisor. . '..''I- . - : . . .*' h' Wear dothing which covers and protects the body when working or visiting in areas wheat the'probaMity of exposure to : .V. hot fiquids, dash fires, or skin hritanu exists. This indudes 'scot type of ana covering. Wear a shirt with long sleeves r -t. buttoned at ail times. el Loose dothing, loose sleeves, neckties, or 0o*es shall not be wool where there is a probability of their being caught in ' nosing machinery. 2-14 EXX 012233 Exxon Chemical Company Job Specification Base Plant Dabottlanack Projact Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1919 ..... d. ;/i* <r Wear (he following safely protective equipment under the cfrcwmUncei indicated below: i ! (1) Safety Hats, Safety Glasses, and shirts with long sleeves bettoncd-In all areas of the Refinery and Chemical Plant except at certain locations specified by Contact Man. e 00 Contact lenses represent an increased industrial safety hazard and shall not be worn inside the Refinery and Chemical Plant. (3) Goggles or face shields-Where flying objects exist. (4) Chemical Coggles-Where chemical or liquid hazards exist. (5) Respiratory Proteetion-Whcre atmosphere of the work area it contaminated by hazardous dust, toxic gases, excess vapors or fumes, or where an oxj^en deficiency exists. (6) Protective Qothing-Where there is a probability- of exposure to add, caustic, orother hazardous material. (7) Safety Beits--attached to an independently supported fifdinc (a) Where an oxygen defitiency exists; where the 'surrounding atmosphere is immediately hazardous to . . '. . : - Ele;or where hazardous conditions exist. . . ` ` : t'. ` ': ' . ^ (b) When working from scaffolds, platforms, or any . AsX' mdace . which may not afTord sufficient ^mtecdoa against faffing, . * ' * . > . (e) While working oo any roof with a slope greater than me oo four. .v (d) Whea working within six feet of the edge of say ' ' " mot ' (S) Ufe Preserveis-When working over or near water, 4* . . . . . MS . I tI( I EXX 012234 Exxon Chemical Company Job Specification Baae Plant Dabottlanack Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1920 ** (9) Eat Piolectlon-Whac wotking in ateas potted with noise wanting signs, or while wot king with ot near tools ot equipment which generate sufficient noise to make normal conversation difficult, ear plugs, disposable plugs, Swedish ' wed, or ear muffs shall be worn. Cottou is not acceptable. (10) Note the location of eyewash fountains and safety showers -. rod know how they work. J. Guarding . a. Guard or cover open excavations or manholes before leaving the job. b. Do not perform work above open moving machinery. . c. Guard or protect any area onto which materials or took are to be deliberately dropped or thrown. ; '4. Housekeeping * a. *** ^ * * a. Keep aides, passageways, stain, platforms, and laddcn dear of ' ' aB unnecessary obstructions. ` b. Remove or bend down ail protruding naik that present a snag or * puncture hazard. _ ' C: . Keep worksite dean and orderly. S. Stacking and Matches - ...* / -- Do. not smoke in the Refinery or Chemical Plant, except at . lyfopos approved by Owner. ; i* i** . . t ~ .. - ' matches into the Plants. * Wv. * jLy-DbhOt use dd&iivttbbfa. a. . e . Iw ' Do not subject took to undue stress or use them for purposes lor which they are sot designed. , 2-16 e EXX 012235 Exxon Chemical Company Job Specification f Base Plant Dabottlanack Project ') Coordination Procedure Supplement 19 Revision 0 Sapcamber 1. 1976 Page 1921 7. Electrical Tools and Equipment a. *. * .* b. . . . c. Do not open ot dose sn electrical switch without full knowledge of the results which can be expected. Do not remove vaporproof globes, except for denning. repairing, or replacing lamps. Do not open explosionproof fixtures without approval of the reperrhor. ft. Power Tools-Madiinery a. Do not work on any machinery while it is in motion. Exception: If it is impractical to shut the equipment down before working on it, secuic supervisor's approval before proceeding. b. Keep abrasive wheel tool test adjusted to within 1/8** mqxhpum *of tha wheel Do not use abrasive wheels which are visibly in bad order. fc Do not stand in line with high-speed abrasive wheels. Guards ... dull be provided. 9. Ladders and Scaffolds . . ' * '' a. Use only ladders which are in good condition. Portable ladders fa tut shall be tied, blocked, or otherwise secured to prevent jbEfr-teaft. dfcftaccd. Where practical, the tide nils shaft extend *..**; ...... . aot lMtPun thaty-six (36) inches above the landing. *. ,fV|i . 1. * W Do Ml pbfct my Udder where It cm be bumped, such as in .* front of a door. in. the street or aisles, etc, unless adequate pwq^HpgS tst taken to protect both the dbnbcr and others </ ; techniques when climbing, working from, or _______ . a ladder, nidi as huhliag with both hands and kdepiog (be body within the side tails of the ladder. 2-17 v * EXX 012236 Exxon Chemical C.ompany Job Specification Baee Pleat Debottleneck Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1922 4. Lower swing scaffolds lo the ground it the end of tiie shift. -- g. . * Aa access ladder or equivalent safe access shall be provided to all scaffolds. e Provide guard nib. midrails and toe boards on aO scaffolds mote than six feet (C) above the ground or floor. ' f . g. ScafTolds and their components shall be capable of supporting Without bilure at least four times the maximum intended load. Is. Platform planks shall be laid with their edges close together so the platform will be tight with no space through which tools or fragments of materials can fall. . 10. Excavations and Trenches a. Do not enter or perform work in an excavation or trench which teqpires your head to be below the surface of the ground until:. (1) PK gas and oxygen tests have been secured and written "Permit lo Enter" obtained. (2) A Udder or stairway has been provided so as to require no mote than twenty-five (25) feet of lateral travel for safe entrance and exit. . . 0) Adequate shoring or sloping of excavation or trench walls has been provided. ' .11. Tkaffletnd Railroad ' ; "1. .Observe (raffle control sign, marten, and regulations,.Obey \ persons directing traffic. . 'fth Motorized vehicles and internal combustion engines are not * permitted inside any tank firewall without permission of the thiefOperator in charge of storage facility. ^ '* *, .; b Do not board or ride on railroad equipment. EXX 012237 Exxon Chemical Company Job Specification Base Plant Debottleneck Project Coordination Procedure Supplement 19 kavlalon 0 September 1, 1976 Page 1923 12. Hoisting Equipment a. Operate hoisting equipment so as not to endanger other people or damage equipment in the operating area. b. Do not ride on blocks, hooks, balls or crane loads unless a safety belt, sling, or bosun chair is provided. * .0, An insulating swivd shall be provided on all bosun chain or . baskets being used for welding. . ; 13. Structures Do noluse handrails as a support for material or rigging. 14. Hazardous Materials - a. b. Do not use materials from, or place hazardous materials in, tinlabcled containers. Identify dismantled or relocated, equipment which has been in "Hazardous Material" service. C. Use for cleaning purposes only those solvents which are approved by your supervisor. - 15. - Compressed Air-Yard System v' Do not use compressed yard air to dean clothing or personnel. 16. Compressed Cases ^ a. Do not release hazardous compfessed gams into confined work . b| Do not use compressed gases to dean clothing or personnel.' . 17. Fire Prevtolioa-Fire Filings ... . . a. Do not block rUc>righting equipment. (See TufGc Regulation-Item IV, page 23.) M9 EXX 012238 Exxon Chemical Company Job Specification Bate Plant Debottleneck Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1924 b. Do not fight an electrical fire with a solid stream of water. Water fog may be applied to an electrical fire only by a qualified Fire Fighter. '........................ 111. PLANT SECURITY ~ ` * ' * REGULATIONS . I ; f. **oparking Locations , t Parking location! will be designated for each Contractor by Owner. If Contractor desires to park on Owner's property, all parking shall be in the kx. or area designated. Posted regulations governing the use of the lot shall .. be followed. AH vehicles on Owner's property shall be at the risk of the vehicle owner and Owner accepts no responsibility for paint or other damage to or theft of or from such vehicles. * 2. Entrance Cate *. . t Owner will designate a gate or gates for the use of Contractor and for the delivery of its material and supplies. Contractor ar.d vehicles serving / the Contractor dull use uoly the designated pic' for entrance and exit to - and from die Contractor's job site. Contractor slull make arrangements so that vehicle drivers will know which gale to enter and the appropriate jab site location. L Walks and Roadways : Walks and roadways will, be as.designated for the use of Contractor *' when entering or leaving the job site, when moving from one area to another, or when obtaining material from Owner. Contractor shall use .. only designated roadways and walks. The use of short cuts or aoodesignated pathways is prohibited. ;. - - . . . 0 * ^ . - 4.' Contractor Badges and Contractor Passes i Contractor's employees shall wear their Contractor's badge at aB they are in the Plant Badges shall bear the firm's name and each . .. . badge shall be numbered with a different number. Contractor shall supply . these badges and maintain a record of badge numbers with employees' Employees engaged for engineering services shall be lequircd to 2-20 EXX 012239 Exxon Chemical Company Job Specificadon Base Plane Deboetleneck Project ( Coordination Procedure Supplement 19 Karlaion 0 September 1. 1976 Page 1925 c rs ' wear talers furnished by Owner showing's number only. Badges must be shown to llie gate Security Officer each lime any employee of Contractor * enters or leaves Use Plant. When Subcontractors to Use prime Contractor do not have their own badges, they may use the prime Contractor's badges. < $. Use of Subcontractors The Contractor shall give the names of Subcontractors in writing to the appropriate Purchasing organization or the appropriate Technical DMsion prior to starting work. d. Car Passes Owner will issue car passes to Contractor's personnel who require a ear In connection with the work. Requests for such passes shall be made to the Contact Man. Contractor's vehicles, which bear the Contractor's name or insignia ' prominently displayed, will not require a car pass, providing the driver has a bodge. Such vehicles shall be restricted to the use of designated street or streets and Plant entrance or entrances assigned for use of Contractor. All equipment on rubber tires, such as mobile cranes, back hoes, air compressors, welding machines, etc., must have Contractor's name prominently displayed on both sides when being used by Contractor. 7. Material Passes All tools ind materials, oihet than trash, that the Contractor removes from the Plant shall be accompanied by a material pass obtained from the Contact Man. The material pass shall be completely tilled out and shall be signed by a designated representative of Contractor and the CootactMan. The Contact Man retains one copy, and the original and one copy shall .. .accompany the material to the gate. Both copies are to be surrendered to the gate Security Officer. . .\'a Theft* '*,, ; Owner accepts no responsibility or Eabaity for the theft of any .; ' property or material belonging to Contractor or 'its employees.' It shall be * the responsibility of Contractor to furnish any police protection it deems necessary to supplement die guard and patrul service provided by Owner. EXX 012240 Exxon Chemical Company Job SpecifIcatlon Base Plane Daboctlanack Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1926 Owner maintains an investigative service and will cooperate with Contractor by assisting in the investigation of alt reported thefts within the PlanL Thefts of property or automobiles from Owner's outside parking lots should be reported to local law enforcement officials. Contractor may . obtain forms for reporting thefts from within the Plant from the Couuct Man. * 9. 'Gambling * e * | AS forms of gambling are prohibited on Owner's property. 10. Business Voiton, Applicants, and Delivery Trucks Contractor shall furnish Plant Security with a list of persons who are . ac'hotiicd to pass business visitors, new employees, and delivery trucks to (he job site. Plant Security will obtain authorization from one of these people before passing such individuals into the Plant Special permission dull be obtained from the Contact Man to admit union business agents or . . safety inspectors other than contractor employed into the Plant 11. Ambulance Service * * Contractor, when working in Plant, shall make any arrangements . Contractor-deems necessary for ambulance service from an outside lum. Requests for an ambulance shall be ailed in to 427-S7I1, extension number 3600. Accident location.-ambulance firm and hospital desired, and Contractor's name shall be given. Plant Security will escort the ambulance to the scene of the accident All accidents shall be reported to the Contact Mam as soon as passible, whether resulting in injury toa person or damage - lb tie equipment of Owner or Contactor. * . \ . <; ^ i - 12. Inspection of Lunds Boxes, Packages, Motor Vehicles, ttc. Security Officers have the right to inspect lunch containers, packages, boodles, tools, equipment and motor vehicles in the Haul at any time. . 2-22 EXX 012241 Exxon Chemical Company Job Specification Baaa Plant Debottleneck Project Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Page 1927 13. Camera and Photographs .* , Unauthorized individual* shall not be permitted to enter the Plant vtth a camera. When Contractor desires to have photographs taken in the Rant, approval must be obtained from Public Relations Department. . . -14. Liquor, Drop, Firearms, and Explosives .; .* Amy person possessing intoxicating Hquon or drugs, or who is under the influence of suds, will not be permitted to enter the Plant or loiter on Ownert property. ' . Firearms and explosives will not be permitted in the plant IS. Visiting and Loiterings Visiting and loitering by Contractor's employees at or around .. entrance gates or other places on Owner's property will not be permitted. ' IS. Fingerprinting * If requested by Owner, Contractor shall furnish (he Owner two sets of fingerprints on each of his employees and each of his Subcontractor's employees. * ** 0 * ; -:V" V' , ;MY.`.TRAFFIC REGULATIONS *. ' 1. Equipment Required on Motor Vehicles ; AB motor vehicks in the riant must be in safe operating condition, v When catering the Plant, all motor vehicles mud display a valid state .' < .fmspcctioa sticker on die windshieMLg^;Y|^riimnnt the following ;*'Cfd|pW8t must be in proper working eonditfad for the vehicle to be '. - Considered safe: (I) brakes; (2) lights - two headlights. laO lights, brake ' . Bght; (3) hom; (4) mufiler; (3) safety glass; (Q windshield wiper and staMfcw mirror. Vehkks having dual wheels dull bo equipped with . ruftable flaps cm each dual wheel so that objects will not be ejected past \. .fhe flaps, to the rear, when the vehicle is to motion. , | j M3 EXX 012242 Exxon Chemical Company Job Specification Baa* Plant Dabottlanack ProJact Coordination Procedure Supplement 19 Revlalon 0 September 1, 1976 Page 1928 1 Driver's License ,S - Motor vchide driven shall be qualified in accordance with drive/** .f : license regulations of the State ofTcxa*. * *\ v *' * * "i' p-i r 3, Warning Flags * ; u.: it .. **u i% < ,side, Red flags or rear of shaO be used any vehicle. on any load that ' extends beyond the front, < 4, Traffic Signs - AO tnffle signs and signals, whether fixed or portable, shall be obeyed, and drivers must cooperate with Owner's Security Officers and others appointed to direct traffic. 5, Speed Limit *' "**'* *' AO vehicles shaO be operated within the Plant's speed limit of thirty n9e$ per hour, unless otherwise posted.. 6. Driving and Parking ' .........." Vehicles shall be driven on the right side of the street and parked on .. the right side of the street, except when parking in designated parking areas, or when directed otherwise by traffic signs or during emergencies. ; Vehicles shall not be parked on streets or roadways in such a manner as to * slow down, hinder, or interfere with the free flow of traffic. Vehicles shall . not be parked so as to block or interfere with the use of (ire hydrants or fire equipment. The ignition key should be left in vehicles parked inside the Plants to petmir moving of the vehicle to protect it from damage. '7. RlgM-of-Way . ?''' * - . ' 'V * ! * ' v- ,> Xl motor vehicles, shall gjw right-of-way to pedestrians,^ * fire-fighting equipment, and firemen (who win be identifle wfib fights on and horn soundtag^aod bicycles. Vehicles shafij^j one side and dsall be brought Id a complete stop when appro " either direction by an ambafahee,*oc fire equipment and firchuMfj .he identified by driving with their lights on aod with horn sounding). Ordinary driving courtesy shall be practiced by an driven of motor vehicles. , ' Md EXX 012243 Exxon Chemical Company Job Specification Base Plane Dabocelanack Projact \ Coordination Procedure Supplement 19 Revision 0 September 1, 1976 Pago 1929 t. . . *. Ptimgtn t a. Passengers shall be limited to a reasonable number determined by Owner and vehicle dull not be overcrowded. t b. Driven of motor vehicles shall not permit passengers to ride on fenders, running boards, tops, or bumpers of motor vehicles. PUsengns shall keep all parts of llteir bodies inside the cab or ' body of vehicles and shall be seated while vehicle is in motion. *` c. Drivers of mobile equipment shall hot permit passengers unless special accomodations have been provided. 4* ' ` d. Passengen shall not get on or off a vehicle while it is in motion. 9. Vehicles Prohibited ; ' Motor bicycles or motorcycles are not permitted inside the Plants. - Campcn and recreational vehicles are not permitted in the Plant if loaded vflh gear or if they are otherwise difficult to inspect. Pressurized fuef containers shall be disconnected from refrigerators, stoves, etc. when, the camper or recreational vehicle is in the Plant. . 10. Wbufahield or Window Obstruction .. * Vehicles having nontransparent materials which interfere with clear . 'visibility through any side, window or windshield shall not be operated in - Ih rtanL All vehicles shall be equipped with adequate rear-view devices. 11.` "RoadClosed"S*s ^ ` * * Areas blocked by traffic barriers, Snd/or "Road Closed" signs are '.doledinaB traffic. . f . ... , - ;|R,. Obstructing Streets. Roads, Fire Equipment :<lFltc-Fighting FaciEtics. ` Contractor shall not block roads or streets without permission from Man. When Contractor's work obstructs a road or street, DawitlOf shad provide approved lights, barriers, warning devices, or . signal area. Fire equipment, fire-fighting facilities, and fire hydrants shall not be Mocked by parked vehicles. f 2-2$ { iI EXX 012244 Exxon Chemical Company Job Specification Base Plant Debottleneck Project Coordination Procedure Supplement 19 Revlaion 0 September 1, 1976 Page 1930 13. Unless coveted by a specific regulation in this Safety Manual, traffic regulation* for safe driving inside the Plants shall be the same as the regulations of the State of Texas Motor Vehicle Laws. PERMIT FORMS . x EXX 012245