Document qay0onREGD7aZqq3e6Vz6wDbR

^^Hl>6echtel Corporation Subcontractor: Thorpe Insulation Company P.0. Box 4772 Corpus Christi, Texas 78408 Contact: Telephone: W.D. Leonard (512) 882-3671 Owner: Reynolds Metals Company Location of work: Gregory, Texas A Engineers Constructors 3701 Kirby Drive Houston, Texas 77006 SUBCONTRACT Date: July 12, 1971 Subcontract No.: 8633-M-70 HBC Issuing Office: Houston, Texas BECHTEL CORPORATION ('`Contractor") and the above-named Subcontractor ("Subcontractor") hereby agree that the work specified below ("Work") shall be performed by Subcontractor in accord ance with all the provisions of this Subcontract. Subcontractor understands-that the Work is a portion of the work and services to be performed by Contractor for the above-named Owner. Subcontractor represents that it has examined the location of the Work and is familiar with and has satisfied itself as to the nature, location and amount of the Work, Subcontractor's access thereto and ability to perform the same, the terms of this Subcontract and all incorporated documents as well as the quality, quantity and availability of labor, materials, equipment, facilities and other items required for performance of the Work and the climatic, physical and other conditions which may be encoun tered in the performance of the Work. 1. WORK TO BE PERFORMED: Except for the items specified in Section 3 hereof. Subcontractor shall supply and furnish at the locations where the Work is to be performed all plant, labor, materials, tools, supplies, equipment, transportation, supervision, technical, professional and other services to perform, and shall perform all operations necessary and required for the satisfactory performance and completion of the following Work: Insulate all piping in accordance with Material Requisition 8633-M-70, Rev. 1 and all attachments listed therein. 2. DOCUMENTS INCORPORATED: The following documents are by this reference in corporated into and made a part of this Subcontract and are referred to collec tively hereinafter as the "Subcontract Documents." (a) Exhibit "A" - General Terms and Conditions (b) Exhibit "B" - Insurance and Bond Requirements (c) Exhibit "C" - Special Provisions (d) Exhibit "D" - Material Requisition 8633-M-70, Rev. 1 and all attachments listed therein. - Reg. No. hou-312 * "*.\*-i 002794 i 1 S/C 8633-M-70 HBC 3. CONTRACTOR-FURNISHED ITEMS: Contractor will furnish to or for the use of the Subcontractor only the following items: See Paragraph 6.2 of Specification G-2, Rev. 1 4. TIME OF COMMENCEMENT AND COMPLETION: Subcontractor agrees to commence the Work on approximately July 12, 1971. Exact scheduling shall be as approved by Contractor's Construction Superintendent. Subcontractor agrees to complete the Work on or before February 29, 1972. 5. COMPENSATION: As full consideration for the satisfactory performance by the Subcontractor of the Work, Contractor shall pay to Subcontractor the fol lowing compensation: The firm lump sum price of Sixty Thousand Four Hundred Two Dollars and No Cents ($60,402.00) as set forth in your quotation of May 28, 1971 signed by Mr. W.D. Leonard. 6. TERMS OF PAYMENT: See Paragraph 24 of Exhibit "A". APPRO George M. Lenham Reynolds Metals Company IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the day and year first above written. CONTRACTOR: BECHTEL CORPORATION SUBCONTRACTOR: THORPE INSULATION COMPANY By ______________________________________ Ralph Childs Procurement Manager c By 002795 EXHIBIT "A" c GENERAL TERMS AND CONDITIONS 1. ENTIRE AGREEMENT: This Subcontract Subcontractor. Subcontractor shall, upon com embodies the entire agreement between Contractor mencement of performance of this Subcontract, and Subcontractor. The parties shall not be bound advise Contractor in writing of the name, address by or be liable for any statement, representation, and telephone number (day and night) of such promise, inducement or understanding of any kind designated superintendent and of any change in or nature not set forth herein. No changes, amend such designation. ments or modifications of any of the terms and conditions hereof shall be valid unless reduced to writing. Any notices provided for hereunder may be served personally on the superintendent of either party at the jobsite or by registered mail to the address of 2. CONTRACTUAL RELATIONSHIP: Subcon each party shown on the face hereof. tractor represents that it is fully experienced and properly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized and financed to per form such work. In the performance of this Sub contract, Subcontractor shall operate as an independent contractor and not as the agent of Contractor or Owner. 5.. LAWS AND REGULATIONS - PERMITS: Subcontractor, its employees and representatives, shall at all times comply with all applicable laws, ordinances,' statutes, rules or regulations including those relating to wages, hours, fair employment practices, anti-discrimination and- safety and working conditions. 3. UNEMPLOYMENT INSURANCE, TAXES, CONTRIBUTIONS AND ASSESSMENTS: Sub contractor shall have full and exclusive liability for the payment of any and all taxes and contributions Subcontractor shall procure and pay for all permits and inspections and shall furnish any bonds, security or deposits required to permit perfor mance of its work hereunder. C for unemployment insurance, old age retirement benefits, life pensions, annuities and similar bene 6. LABOR CONDITIONS: Subcontractor shall, to the extent permissible under federal law and any fits which may now or hereafter be imposed by law applicable state laws, comply with and be bound or collective bargaining agreements with respect to persons employed by Subcontractor for perfor by such terms and conditions of Contractor's labor agreements as are applicable to the work, mance of the work under this Subcontract whether including, without limitation, the terms and pro measured by wages, salaries or remuneration paid visions of any such agreements concerning work or otherwise. Subcontractor shall comply with all laws, statutes, rules and regulations applicable to rules and providing for the assignment of work or the settlement of jurisdictional disputes. Subcon the compensation paid to its employees, and shall tractor shall pay rates of wages and shall observe maintain suitable forms, books of account and hours and conditions of labor equivalent to those records. The compensation to be paid to Sub paid and observed by Contractor and shall be contractor includes, and Subcontractor shall be subject to Contractor's approval. A copy of each of liable for and shall pay and shall indemnify, defend these agreements is available for inspection at the and save harmless Owner and Contractor from, all office of Contractor issuing this Subcontract. Sub such taxes and contributions or any interest contractor shall, if requested to do so by Con accrued and penalties imposed, and all taxes, tractor, remove from the jobsite any employee excises, assessments and other charges levied by whom Contractor determines to be incompetent or any government agency or authority on or because undesirable. Subcontractor agrees that if any of the work performed hereunder, or any portion of the work covered hereby is further materials, equipment, services or supplies furnished subcontracted, such further subcontract shall be or used in the performance of this Subcontract. bound by and observe the provisions of this clause 4. AUTHORIZED REPRESENTATIVES AND NOTICES: Subcontractor shall designate a competent superintendent to represent and act for the Subcontractor who shall have authority to to the same extent as herein required by Subcon tractor, and that a copy of this clause imposing such obligations upon said subcontractor shall be included in any further subcontract. make binding and enforceable decisions in the name of Subcontractor and to accept service of all Subcontractor shall comply with and shall notices which Contractor desires to serve, or which cooperate with Contractor in enforcing jobsite are required by this Subcontract to be served, on conditions which directly affect the performance 002796 J3212-A (5-71) 1 of 6 ' of the work including but not limited to starting and quitting time, smoking regulations, check-in C-md check-out procedures, jobsite safety regulaaons and daily clcan-up. 7. INDEMNITY: Subcontractor shall indem nify, defend and hold harmless Owner and Con tractor, and each of them from and against any and all suits, actions, legal or administrative pro ceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature whether arising before or after completion of the work hereunder and in any manner directly or indirectly caused, occa sioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of Subcontractor, or of anyone acting under its direction, control, or on its behalf in connection with or incident to the work performed under this Subcontract. Subcontractor's aforesaid indemnity and hold harmless agreement shall not be appli cable to any liability caused by the sole active negligence of Contractor or Owner. 8. DAMAGES FOR SUBCONTRACTOR'S BREACH OF SUBCONTRACT: Subcontractor S shall pay Contractor any and all damages, interest, ^ .ttomey's fees, costs, losses and expenses of what soever kind or nature whether they arise before or after completion of the work hereunder arising out of any default under or breach by Subcontractor of the terms and conditions of this Subcontract. 9. PATENT INDEMNITY: Subcontractor shall . indemnify, defend and save harmless Owner, Con tractor and their representatives respectively, from and against all claims, losses, costs, damages, and expenses, including attorney's fees, incurred by Owner, Contractor, and their representatives, -respectively, as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent and arising out of the use of the equipment or materials furnished under the Subcontract by Subcontractor, or out of the processes or actions employed by, or on behalf of Subcontractor in connection with the perfor mance of the work hereunder, and Subcontractor shall, at its sole expense, promptly defend against any such claim or action; provided that Owner or Contractor shall have notified Subcontractor upon becoming aware of such claims or actions, and provided further that Subcontractor's aforemen tioned obligations shall not apply to equipment, materials, or processes furnished or specified by Contractor or Owner. Subcontractor shall have the right,-m order to avoid such claims or actions, to substitute at its own expense noninfringing equip ment, materials, or processes, or to modify at its own expense such infringing equipment, materials and processes so they become noninfringing, pro vided that such substituted and modified equip ment, materials and processes shall meet all the requirements and be subject to all the provisions of this Subcontract. ' 10. WARRANTY: Unless specifically stated otherwise in the Subcontract, Subcontractor warrants all equipment, materials, and labor fur nished or performed under this Subcontract, against defective design (unless furnished by Owner or Contractor), materials and workmanship for a period of eighteen (18) months from and after final acceptance under the Subcontract, or one (1) year from and after final acceptance of the Project as a whole by Owner whichever occurs sooner, regardless of whether the same were furnished or performed by Subcontractor or by any of its subsubcontractors of any tier.' Upon receipt of written notice from Contractor or Owner of any defect in any such equipment, materials, or labor during the applicable warranty period, due to defective design, materials or workmanship, the affected part or parts thereof shall be redesigned, repaired or replaced by Subcontractor who shall perform such tests as Contractor or Owner may require to verify that such redesign, repairs and replacements comply with the requirements of this Subcontract. All costs incidental to such redesign, repair, replacement and testing, including the re moval, replacement and reinstallation of equip ment and materials necessary to gain access, shall be borne by Subcontractor. As to any defects in the Work which are so redesigned, repaired or replaced, Subcontractor warrants such redesigned, repaired or replaced work against defective design, materials and workmanship for a period of eighteen-(18) months from and after the date of acceptance thereof. Should Subcontractor fail to promptly make the necessary redesign, repair, re placement and test, Contractor may perform or cause to be performed the same at Subcontractor's expense. Subcontractor and its surety or sureties, if any, shall be liable for the satisfaction and full performance of the warranties as set forth herein. 11. NON-ASSIGNMENT: Any subletting, assign ment or hypothecation of this Subcontract, or any portion of the work, or any amount due and payable hereunder, made by Subcontractor without the prior written consent of Contractor shall be void. If such subletting, assignment or hypothecation is attempted or made, Contractor shall have the right, if it so elects and without prejudice to any other rights it may have, to withhold at any time thereafter, in whole or in 3212-B (5-71) 2 of 6 002732/ part, payments otherwise due to Subcontractor until the final payment becomes due to Subcon tractor hereunder. 12. CHANGES: Contractor may at any time, in writing, without notice to the surety or sureties, if any, make any change in the work to be performed under this Subcontract. Subcontractor shall pro ceed immediately with performance of the change and shall, within ten (10) days thereafter, if any such change materially affects the cost or time of performance of the Subcontract as a whole, submit written notice of such effect on cost and time of performance. If, as determined by Contractor, any such change materially affects said cost and time of performance of the Subcontract as a whole, an equitable adjustment shall be made. No change or adjustments to the Subcontract shall be binding unless authorized in writing by the Contractor. 13. PERFORMANCE REQUIREMENTS: All work hereunder shall be performed by Subcontrac tor at the times stated and in accordance with the provisions of this Subcontract. Anything mentioned in the specifications and not shown on the drawings or vice versa shall have effect as if shown in both. In case of conflict or discrepancies among the various Subcontract Documents the matter shall be submitted immediately by Subcon tractor to Contractor for decision and such decision shall be final. 14. STANDARDS AND CODES: Wherever ref erences arc made in the Subcontract to standards or codes .in accordance with which work is to be performed or tested, it is to be understood that the then current edition or revision of the standards or codes shall apply, unless otherwise expressly set forth. Unless otherwise specified, reference to such standards or codes is solely for technical informa tion. 15. ORDER OF PERFORMANCE OF WORK : Contractor, Owner, other contractors and subcon tractors may be working at the site during the performance of this Subcontract. Contractor re serves the right to direct Subcontractor to schedule the order of performance of its work in such manner as not unreasonably to interfere with the performance of other work and services by Con tractor, Owner or other contractors or subcontrac tors. 16. RESPONSIBILITY FOR WORK; PRECAU TIONS: Subcontractor shall be responsible for and shall bear any and all risk of loss of or damage to work in progress, all materials delivered to the site and all materials and equipment until comple tion and final acceptance of the work to be performed under this Subcontract, unless such loss or damage results from the sole active negligence of Contractor. Subcontractor shall promptly take all precautions which are necessary and adequate against any conditions created during the progress of Subcon tractor's activities hereunder which involve a risk of bodily harm to persons or a risk of damage to any property. Subcontractor shall continuously inspect all work, materials and equipment to discover and determine any such conditions and shall be solely responsible for discovery, determina tion and correction of any such conditions. Sub contractor shall comply with all applicable safety standards, codes and regulations in the jurisdiction where the work is being performed, and with the Safety and Health Regulations for Construction issued by the Bureau of Labor Standards of the U.S. Department of Labor. Subcontractor assumes all liability for its failure to comply with the pro visions of this paragraph. 17. INSPECTION; REJECTION OF MATERIALS AND WORKMANSHIP; ACCEPTANCE: All materials and equipment furnished and work per formed in connection therewith shall at all times be subject to inspection by Contractor or Owner. Subcontractor shall, at its own expense, provide safe and necessary facilities and all samples, docu ments, drawings and lists necessary for such inspec tion. Owner and Contractor shall be afforded full and free access to the shops, factories or places of business of Subcontractor and its subcontractors and suppliers for such inspection and to determine the general condition and progress of the work. If Subcontractor covers all or any portion of the work prior to any inspection or test by Contractor or Owner, the cost of any necessaiy uncovering and replacing shall be borne by Subcontractor. Neither the failure to make such inspection nor to discover defective workmanship, materials, or equipment nor approval of, or payment to, Sub contractor for such work, materials or equipment shall prejudice the rights of Owner or Contractor thereafter to correct or reject the same as herein after provided. If any material, equipment or workmanship is determined by Owner or Contractor, either during performance of the work, on final inspection, or during any applicable warranty period, to be de fective or not complying with the requirements of this Subcontract, Contractor shall notify Sub contractor in writing that such material, equipment or work is rejected. Thereupon, Subcontractor shall, at its own expense, immediately remove and replace or correct such defective material, equip ment or work by making the same comply strictly with all requirements therefor. 3212-C (5-71) 3 of 6 002738 / As soon as practicable after completion of all work hereunder, inspection and tests will be made by C Contractor or Owner. When such inspection and tests have proven that the work is in accordance with the requirements of this Subcontract, Con tractor shall notify Subcontractor in writing of final acceptance of its work under this Subcon tract. 18. EXPEDITING: The equipment and material furnished under this Subcontract shall be subject to expediting by Contractor or its representatives. Contractor's personnel shall be allowed reasonable access to Subcontractor's plants, and those bf its sub-suppliers, for expediting purposes. As required by Contractor, Subcontractor shall supply sched ules and' progess reports for Contractor's use in expediting. 19. REMOVAL OF DEBRIS AND WASTE MA TERIAL: During performance of the Subcontract and upon termination or completion thereof, Sub contractor shall remove all debris and waste material and keep and leave the site-in a condition satisfactory to Contractor. 20. EXTENSION OF TIME - SUBCONTRAC TOR'S WAIVER OF DAMAGES FOR DELAY : If Subcontractor's performance of this Subcontract C be delayed by any condition beyond the control and without the fault or negligence of Subcontrac tor and which was not foreseeable by Subcontrac tor at the time this Subcontract was entered into. Subcontractor shall, within seven (7) days of the commencement of any such delay, give to Con tractor written notice thereof and of the anticipated results thereof. Within seven (7) days after the termination of any such delay, Subcon tractor shall file a written notice with Contractor specifying the actual duration of the delay. Failure to give either of the above notices shall be sufficient ground for denial of an extension of time. If Contractor determines that the delay was beyond the control and without the fault or negli gence of Subcontractor and not foreseeable by Subcontractor at the time this Subcontract was entered into, Contractor shall determine the duration of the delay and shall extend the time of performance of this Subcontract accordingly. . Subcontractor shall not be entitled to, and hereby expressly waives recovery of any damages suffered by reason of the delays herein contemplated and extension of time shall constitute Subcontractor's sole remedy for such delays. ?1. SUSPENSION: The Contractor may, at its ^ sole option, by notice in writing to the Subcontrac tor, suspend at any time the performance of all or any portion of work to be performed under the Subcontract. Upon such notice of suspension of work, the Subcontractor agrees to permit the Contractor to designate the amount and type of plant, labor and equipment in such a manner as to minimize costs associated with suspension. Upon receipt of any such notice, the Subcontrac tor shall, unless the notice requires otherwise: (i) immediately discontinue work on the date and to the extent specified in the notice; (ii) place no further orders or subcontracts for material, services, or facilities with respect to suspended work other than to the extent required in the notice; (iii) promptly make every reasonable effort to obtain suspension, upon terms satisfactory to the Contractor, of all orders, subcontracts and rental agreements to the extent they relate to performance of work suspended, and, (iv) unless otherwise specifically stated in the notice, the Subcontractor shall continue to protect and maintain the work theretofore completed, including those portions on which work has been suspended. As full compensation for such suspension the Sub contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, to the'extent that such costs directly result from such suspension of work. (i) A standby charge to be paid to the Sub contractor during the period of suspension of work, which standby charge shall be sufficient to compensate the Subcontractor for keeping, to the extent required in the notice, its organi zation and equipment committed to the work site in a standby status; (ii) all reasonable costs associated with demobilization of the Subcontractor's plant, .forces and equipment; (iii) an equitable amount to reimburse the Sub contractor for the cost of maintaining and protecting that portion of the work upon which activities have been suspended; Upon receipt of notice to resume suspended work, the Subcontractor shall immediately resume work on the suspended work to the extent required in the notice. If as a result of any such suspension of work the cost to the Subcontractor of sub sequently performing work is increased or de creased, an equitable adjustment will be made in the cost '0V performing the remaining portion of work. Any claim on the part of the Subcontractor for extension of time shall be made in accordance with, the appropriate provisions of this Subcon tract. Within ten (10) calendar days after receipt of 3212-0 (5-71) 4 of 6 0023$9 /notice to resume work, the Subcontractor shall notice to Subcontractor, terminate Subcontractor's1 submit for review a revised construction schedule. right to proceed with the work or such part of the No compensation or extension of time shall be work as to which such defaults have occurred. In granted if suspension results from Subcontractor's the event of such termination. Contractor may non-compliance with the requirements of this Sub enter upon the premises and into places of manu contract. facture of Subcontractor's suppliers and, for the 22. PROGRESS: Subcontractor shall provide and use on any work only such construction plant and equipment as are capable of producing the quality and quantity of work and materials required by the Subcontract and within the time ortimes specified. Upon written order of the Contractor the Subcon tractor shall promptly remove unsatisfactory equipment and facilities from the site and shall discontinue operation of unsatisfactory plant. The Subcontractor shall give the Contractor full purpose of completing the work or enforcing these provisions, take possession of all materials, equip ment, tools and appliances thereon belonging to or under the control of Subcontractor and may use them or may finish the work by whatever method it may deem expedient including the hiring of another Subcontractor or Subcontractors under such form of subcontract as Contractor may deem advisable, or Contractor may itself provide any labor or materials and perform any part of the work. In such case Subcontractor shall not be information in advance as to its plans for carrying on each part of work. If at any time during the progress of work, the Subcontractor's actual pro gress appears to the Contractor to be inadequate to meet the requirements of the Subcontract, the Contractor may notify the Subcontractor of such imminent or actual non-compliance with the Sub entitled to receive any further payment until the work is completed. If the unpaid balance of Subcontractor's compensation hereunder shall exceed the sum of the' expense of finishing the work plus compensation for additional managerial and administrative services and such other costs and damages as Contractor may suffer, such excess contract. The Subcontractor shall thereupon take shall be paid to Subcontractor. If such expense, such steps as may be necessary to improve its progress and the Contractor may require an in crease in the labor force, the number of shifts, compensation, costs, and damages shall exceed such unpaid balance, Subcontractor and its sureties, if any, shall be liable for and shall pay, the and/or overtime operations, days of work and/or excess to Contractor. Failure of Contractor to the amount of construction plant all without addi exercise any of its rights hereunder shall not excuse tional cost to the Contractor. Neither such notice Subcontractor from compliance with the pro by the Contractor nor the Contractor's failure to visions of this Subcontract nor prejudice rights of issue such notice shall relieve the Subcontractor Contractor to recover damages for such default. from its obligation to achieve the quality of work and rate of progress required by the Subcontract. (ii) Contractor may, as its option, terminate this Subcontract in whole, or from time to time in part, Failure of the Subcontractor to comply with the at any time by written notice thereof to the Sub instructions of the Contractor under these pro contractor, whether or not Subcontractor is in visions may be grounds for determination by the default. Upon any such termination Subcontractor Contractor that the Subcontractor is not prosecu agrees to waive any claims for damages, including ting its work with such diligence as will assure loss of anticipated profits, on account thereof, and completion within the times specified. Upon such determination, the Contractor may terminate the Subcontractor's right to proceed with the perfor mance of the Subcontract, or any separable part thereof, in accordance with the applicable pro visions of this Subcontract. agrees that the sole remedy of Subcontractor is to receive payment in accordance with Subparagraph (c) below. The provisions of this Subcontract, which by their nature survive final acceptance of the work hereunder, shall remain in full force and effect after such termination to the extent pro 23. TERMINATION: (i) Should Subcontractor vided in such provisions. at any time refuse or neglect to supply sufficient (a) Upon receipt of any such notice, Subcon properly skilled workmen or materials of the tractor shall, unless the notice directs other proper quality or quantity, or equipment necessary wise, immediately discontinue work on the properly to perform the work hereunder, or fail in date and to the extent specified in the notice ; any respect to prosecute the work hereunder or place no further orders or subcontracts for any.portion thereof with promptness, diligence or materials, equipment, services, or facilities, in accordance with any of the provisions set forth except as may be necessary for completion of herein, or go into liquidation other than as part of such portion of the work as is not discon ,a corporate reorganization or enter into composi tinued; promptly make every reasonable effort tion with its creditors or become insolvent, Con to procure cancellation upon terms satisfac tractor may, upon forty-eight (48) hours' written 3212-E (5-71) 5 of 6 Jtory to Contractor of all orders, subcontracts 002800 and rental agreements to the extent they relate to the performance of wrok discontinued and shall thereafter do only such work as may be necessary to preserve and protect work already in progress and to protect materials, plant, and equipment at the site or in transit thereto. receipt and approval by Contractor of suci\ estimate and upon receipt and approval of Subcon- * tractor's invoice, Contractor shall pay to Subcon tractor ninety (90) percent of such amount less the aggregate of all payments previously made or credited to Subcontractor. (b) Upon such termination the obligations of this Subcontract shall continue as to work already performed and as to bona fide obliga tions assumed by Subcontractor prior to the date of termination. (c) Upon such termination Subcontractor shall be entitled to be paid the full value, calculated on the basis of the compensation provisions of this Subcontract, for all work properly done on the site by Subcontractor together with reasonable costs occasioned by such termination and not previously paid for, less such sums as Subcontractor had already received on account of the work performed. If at the date of such termination Subcontractor has properly prepared or fabricated off the site any goods for subsequent incorporation at the site, and if Subcontractor delivers such goods to the site or to such other place as the Con tractor shall reasonably direct, then Subcon tractor shall be paid for such goods or materials. The foregoing amounts shall include a reasonable sum, under all of the circum stances, as profit for any work performed by Subcontractor. 24. PAYMENT: Subcontractor agrees to accept the compensation specified elsewhere in this Sub contract as full compensation for performing all work and services and furnishing all materials, supplies and equipment necessary for satisfactorily performing this Subcontract; for all loss or damage arising out of the nature of the work or from the action of the elements or from any unforeseen or unknown difficulties or obstructions which may arise or be encountered in the prosecution of the work until final acceptance; for all risks of every description connected with the work and for all expenses incurred by or in consequence of any suspension or discontinuance of the work except as ..may be otherwise provided elsewhere in this Sub contract. . Unless otherwise specified in the Subcontract, pro gress payments shall be made to Subcontractor by Contractor as follows: At the end of each calendar month or as soon thereafter as practicable. Con tractor shall estimate or cause to be estimated the value of the work performed hereunder by Subcon tractor. Such estimate shall be conclusive upon Subcontractor for the purpose of progress pay ments. Within ten (10) days after the making or Payments otherwise payable hereunder may be withheld, in whole or in part, by Contractor on account of (i) claims filed or reasonable evidence indicating the probability of filing thereof; (ii)the failure of Subcontractor to correct defective work manship or materials; (iii) the failure of Subcon tractor to cure any default in any of the conditions hereof to be performed by Subcontractor; (iv)the failure of Subcontractor to pay, satisfy or discharge any claim of Owner, Contractor or any person against Subcontractor arising out of or in any way connected with the work; or (v) a reasonable doubt that this Subcontract can be completed within the time specified or for the balance then unpaid. If the foregoing causes are removed to the satisfaction of Contractor, the withheld payments shall promptly be made. If the said causes are not promptly removed after written notice, Contractor may rectify the same at Sub contractor's expense, and deduct all costs and expenses incurred thereby from such withheld pay ments. If such withheld payments are insufficient to satisfy the same, or if any claim against Sub contractor shall be discharged by Contractor after final payment is made. Subcontractor and its surety or sureties, if any, shall promptly reimburse and pay to Contractor all costs and expenses incurred thereby, regardless of when such claim arose or whether such claim imposed a lien upon the work or the real property upon which the work is situated. Contractor may, as a condition precedent to any progress payment to Subcontractor, require Sub contractor to submit complete waivers and releases of any and all claims of any person, firm or corpor ation in connection with or in any way related to the performance of this Subcontract. Such releases must be submitted covering all such claims as a condition precedent to final payment. Within thirty-five (35) days following final acceptance of all work performed hereunder the amount then remaining due to Subcontractor shall be paid, provided, that Subcontractor shall have furnished Contractor and Owner with a release of all claims against Contractor and/or Owner arising under or .by virtue of this Subcontract, except such claims, if any, as may with the consent of Con tractor and Owner be specifically excepted by Sub contractor from the operation of the release in stated amounts to be set forth therein. 3212-F (5-71) 6 of 6 002801 J EXHIBIT "B" INSURANCE AND BOND REQUIREMENTS 1. INSURANCE REQUIREMENTS: Unless otherwise specified in this Subcontract, the Subcontractor shall, at its sole expense, maintain in effect at all times during the performance of the Work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to Contractor. Prior to commencing under this Subcontract, Subcontractor shall furnish Con tractor with Certificates of Insurance as evidence that policies providing such coverages and limits of insurance are in full force and effect, which Certificates shall provide that not less than thirty (30) days advance notice will be given in writing to Contractor prior to cancellation, termination or alteration of said policies of insurance. Such notices shall be sent directly to Contractor's authorized representative as specified elsewhere in this Subcontract. Coverage: Minimum Amounts and Limits (a) Workmen's Compensation Statutory requirements at location of Work (b) Employer's Liability To extent included under Workmen's Compensation Insurance policy. (c) Comprehensive General Liability (i) Bodily Injury (ii) Property Damage Liability $250,000 each person $500,000 each occurrence $100,000 each occurrence (d) Comprehensive Automobile Liability (i) Bodily Injury (ii) Property Damage Liability $100,000 each person $300,000 each occurrence $100,000 each occurrence The policy of insurance which affords Comprehensive General Liability shall contain a provision or endorsement stating that such insurance, subject to all of its other terms and conditions, applies to the liability assumed by Subcontractor under this Subcontract; any policy exclusions as to loss or damage to property caused by explosion or resulting from collapse of buildings or structures or damage to property underground, commonly referred to by insurers as the `'XCU'' hazards, are to be deleted. S.ioulo any of the Work be upon or contiguous to navigable bodies of water. Subcontractor shall also carry insurance covering its employees for benefits available under the Federal Longshoremen's and Harbor Workers' Act to the extent required by law Also, any watercraft used by Subcontractor shall be insured by the Comprehensive General Liability insurance or by equivalent insurance such as Protection and Indemnity Insurance. The foregoing requirements as to types, limits and Contractor's approval of insurance coverage to be maintained by Subcontractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Sub contractor under this Subcontract. 2. PERFORMANCE BOND AND PAYMENT BOND REQUIREMENTS: If specifically required in writing by Contractor, Subcontractor shall furnish to Contractor a Performance Bond and Payment Bond in the-form shown in this Exhibit "B" and executed as surety by a corporation acceptable to Contractor and authorized to issue such bonds in the jurisdiction where the Work is to be performed. Such Performance Bond and Payment Bond shall each be for one hundred percent (100%) of the compensation payable to Subcontractor under this Subcontract. The cost of such bonds will be paid by Contractor separately from and in addition to, the Compensation specified in Section 5 of this Subcontract. NOTE: Owner and Contractor do not furnish Builders Risk Insurance for Subcontractor's material, equipment or work completed. Reference paragraph 16 of General Terms and Conditions. 361 '27..U6 68 002802 S/C 8633-M-/0 HI3C EXHIBIT "C" SPECIAL PROVISIONS 1. Subcontractor shall furnish Contractor with Certificates of Insurance evidencing coverage require herein. The certificates shall be mailed to each of the following addresses: Bechtel Corporation P.0. Box 2166 Houston, Texas 77001 Attn: Purchasing Department Bechtel Corporation P.0. Box NN Ingleside, Texas 78362 Attn: Mr. E.C. Gavagan 2. Invoice to be submitted in quadruplicate to the following address: Bechtel Corporation P.O. Box NN Ingleside, Texas 78362 Attn: Mr. E.C. Gavagan Upon completion of work and prior to final payment, Subcontractor is to submit one (1) copy each of completed "Release of Mechanic's Lien", Form HP-101 to both the Houston Office and Bechtel's Field Office. 3. COMPENSATION: Supplemental to Paragraph 5 of Subcontract the following price breakdown is for accounting purposes only: TASK MATERIAL LABOR TOTAL ESTIMATED MAN-HOURS COST CODE 6 2" and smaller $1,156.00 2%" - 8" 917.00 10" and larger 7,036.00 7 2" and smaller 2V - 8" 10" and larger 670.00 4,086.00 2,578.00 12-1 2%" - &" 65.00 $1,525.00 1,245.00 7,194.00 613.00 3,647.00 2,284.00 62.00 $2,681.00 2,162.00 14,230.00 1,283.00 7,733.00 4,862.00 127.00 165 132 854 042.060.581.08.5 042.060.582.08.5 042.060.583.08.5 70 418 268 042.070.581.08.5 042.070.582.08.5 042.070.583.08.5 7 045.120.582.08.5 15 2" and smaller 2hu - 8" 10" and larger 22.00 413.00 1,150.00 15.00 296.00 806.00 37.00 709.00 1,956.00 2 045.150.581.08.5 33 045.150.582.08.5 94 045.150.583.08.5 002803 S/C 8633-M-70 HBC EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS 3. COMPENSATION: (Continued) TASK MATERIAL LABOR ESTIMATED TOTAL MAN-HOURS 17 2H" - 8" $ 515.00 $ 599.00 $1,114.00 69 5-2 2" and smaller 2h" - 8" 18.00 220.00 30.00 345.00 22 2" and smaller 2V - 8" 10" and larger 585.00 584.00 2,387.00 . 2,386.00 2,998.00 .. 2,997.00 24 2" and smaller 2h" - 8" 10" and larger 299.00 2,262.00 3,461.00 249.00 1,855.00 2,832.00 48.00 565.00 1,169.00 '4,773.00 5,995.00 548.00 4,117.00 6,293.00 4 39 60 244 306 28 210 320 TOTALS $30,838.00 $29,564.00 $60,402.00 3,323 COST CODE 050.170.582.08.5 024.050.581.08.5 024.050.582.08.5 110.220.581.08.5 110.220.582.08.5 110.220.583.08.5 110.240.581.08.5 110.240.582.08.5 110.240.583.08.5 The prices shown in this Subcontract are firm until February 29, 1972. Any labor expended after the end of the normal work day on February 29, 1972 will be subject to escalation. The escalation shall be paid on the basis of the number of esti mated hours per Task as detailed above, which estimated totals represent the max imum extent of escalation liability. The escalation shall re-imburse Subcontractor for any labor cost increase experienced over and above the hourly unit used in this Subcontract as shown below: Foremen: Mechanic: 1st Year 2nd Year 3rd Year 4th Year $9.52/hr. 8.86/hr. Apprentice: 4.70/hr. Apprentice: 5.54/hr. Apprentice: 6.37/hr. Apprentice: 7.19/hr. Daily travel of $1.75 per day per man or $.22 per hour is to be added to the above rates. I * ` -n--**s.*m*a~' 002804 :* S/C 8633-M-70 HBC EXHIBIT MC" (CONTINUED) SPECIAL PROVISIONS COMPENSATION: (Continued) The following are unit prices to be used for additions/deletions to the scope of work. Patch and repair work shall be billed at cost plus 15% for markup. TABLE "A" UNIT PRICES PER LIN. FT. USING J-M THERMOBESTOS PIPE COVERING AND DOUBLE COATED FLEXTONE ' THICKNESS PIPE SIZE 1" THK. : MATERIAL ' LABOR IVVTHK. MATERIAL LABOR h" 3/4" 1" IV 2" 3" 4" 6" 8" 10" 12" 14" 16" 18" 20" 24" $ .50 .52 .54 .63 $ .97 .98 .98 .98 `$ .93 1.10 1.30 1.59 1.81 2.19 2.43 2.84 3.16 3.46 5.13 5.76 $ 1.05 1.05 1.05 1.16 1.20 1.25 1.25 1.39 1.39 1.54 1.80 1.96 002805 S/C 8633-M-70 HBC EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS COMPENSATION: (Continued) PIPE SIZE V 3/4" 1" IV 2" 3" 4" 6" 14" 16" 18" 24" TABLE "B" UNIT PRICES PER LIN. FT. USING.JOHNS-MANVILLE THERMOBESTOS AND PREMETCO ALUMINUM JACKETING THICKNESS 1" $1.66 1.68 1.70 1.80 IV $1.90 1.95 1.99 4.66 6.33 2" $ 2.51 2.69 2V dbl. $ 3.57 4.28 4.81 '3" dbl. $ 11.13 11.72 -14.45 There will be no "Move-In - Move-Out" charge made in event of force discontinuance of this project. .i'"i li'll _ 002806 to MATERIAL: ] QPage 1 of poge* MATERIAL REQUISITION V/-/TRM A L /*T/<2A/ /d^ryN&LDs SHf?u>m'PlaHT rffrfrLs Corpus Cmwsn, TaxAS cost code, v AfA"72v?/A/ SHOP INSPECTION IS (j& IS NOT REQUIRED job site delivery date- sT/>r?r/$-,)<?'?/ A M/R STATUS REV. NO. DATE REVISIONS ORIGINATOR NAME 1 APPROVALS T/NO. /q\ ^h) /ssu> r~u/p Quort\rso/v J, SIAJAR LK Wit Issuer F'oR foRdjiAse- ^/c') J, s&Ajen, 2 ^ ......................... . 324 7 10 6y ___________. 002807 Job R*quiition Ho. <g33- fi-7Q./. I ITEM NO. REYNOLDS METALS COMPANY SHERWIN PLANT ROUNDOUT #2 QUANTITY NOTES : DESCRIPTION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 REV. 1 Page 2 of 18 Pages CODE OR EQUIP. NO. i UNIT PRICE s s EXTENSION 1. All materials, fabrication, and installation shall be in strict accordance with Buyer's drawings and specifications listed under attachments. 2. Any deviation from, or exception to, specifica tions shall be clearly stated in Seller's proposal. 3. Proposal shall fully describe insulation and material offered. k. This subcontract is subject to expediting by Bechtel Corporation. 5. This subcontract and attachments are Buyer's entire agreement, invoices beyond price structure set forth herein will not be honored. o 6. Correspondence on Price, Terms, or other Purchasinj problems shall be addressed as follows: BECHTEL CORPORATION Post Office Box 2166 Houston, Texas 77001 Attn: Mr. R. Childs 7. All questions regarding SHIPPING, ROUTING, or PACKING shall be addressed as follows: BECHTEL CORPORATION Post Office Box 2166 Houston, Texas' 77001 Attn: Mr. R. Carpenter ^ Phone: Area Code 713 - 528-0511 8. Pricing: (a) Tank, vessel, and equipment insulation shall be quoted lump sum by task number. All tank, vessel and equipment drawings required for this lump sum bid are included in this bid package. O (b) Lump sum bids on each task shall be broken down into two parts; labor and material, separately stated. State taxes will not be applied to the installation labor. )oee < &-eei pc-cnc-02 00 808 REYNOLDS METALS COMPANY SHERWiN PLANT ROUNDOUT # 2 PURCHASE ORDER NO. requisition no. 8633-M-70 REV, 1 A' ' NO. I QUANTITY DESCRIPTION Page 3 of 18 Pages CODE OR EQUIP. NO. UNIT PRICE EXTENSION c1 068 PC-ENG-02 /l\(c) Piping insulation shall be quoted lump sum by : task number. All piping drawings required for this bid are included in this bid package. (d) /\ (e) Lump sum bids on each task shall be broken down into two parts; labor and material, separately stated. State taxes will not be applied to the installation labor. \ j jI Attached piping drawings shall have precedence over sketches - Thermal Insulation - Piping Schedule. j A (f) Insulation for additional work, not shown on drawings, or deletions, shall be bid on a unit price basis. Billing shall be by task number. (g) Unit price bids shall be broken down into two parts; labor and material, separately stated. State taxes will not be applied to the installation labor. (h) Subcontractor must indicate his method of calculating cost in the event escalation occurs. (!) Subcontractor must list his moving-out and moving-in costs in event work is not scheduled on a continuous basis. (j) Subcontractor shall include aMSchedule for Additional Work" (Method of calculation for Addition or deletion). (k) All taxes and freight, F.O.B. jobsite is to be included in above lump sum prices and in unit prices for piping insulation material. (l) Subcontractor shall furnish for final covering (inside power house area) aluminum jacket material as follows: Jacket shall have a vapor barrier of 3 mil polyethelene film, pinhole free and pigmented. The barrier shall not have a paper backing, but shall be attached to the aluminum by heat sealing and shall not utilize adhesive. Above as manufactured by the Preformed 00 :809 REYNOLDS METALS COMPANY 5HERW1N PLANT ROUNDOUT-fr? PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 Page 4 of 18 Pages 1 QUANTITY A DESCRIPTION CODE OR EQUIP. NO. Metal Products Company, or equivalent. UNIT PRICE 5 $ EXTENSION The above is as shown in Section It, final covering, paragraph (b) on page 8 of specification 8633-M-70, Rev. 0, and shall replace aluminum jacketing and separate "Sisalkraft1* wrapping of insulated pipe, as originally specified. . Subcontractor shall submit a tentative job schedule including start and completion of installation following placement of Subcontract. . INSTRUCTIONS P (a) These instructions set the requirements to be followed for material and application of the thermal insulation required for "Roundout #2" of the Reynolds Sherwin Plant located near Corpus Christi, Texas. (b) The type, thickness and method of application shall be in accordance with specification no. 8633"M-70 attached. Cc) Material and work to be furnished by Sub contractor. (1) The Subcontractor shall furnish and install all required non-structural supports which are not part of the shop fabrication for handling insulation on the equipment and piping. . (2) The Subcontractor shall furnish and erect at his own expense and risk, all scaffolding that he may require. o is (3) The Subcontractor shall furnish and install all necessary flashing. Alumi num jacketing, where required will be Premetco as per paragraph 81, furnished In.standard mill-run coils by Sub contractor. Accessories, bands, etc., for aluminum jacketing shall be furnished by the Subcontractor. <9*68> PC-ENG-02 0 32810 \ c cV 0Oe<-C6 PC-ENG-02 AltV.-x - (A) The Subcontractor shall protect the insulation against injury during all stages of application, including the final weatherproof coat. Any insulation damaged, including damage due to incor rect application or application contrary to manufacturer's recommendation, shall be replaced to the satisfaction of Bechtel. In addition, he shall handle and apply insulation in b manner re sulting in the minimum of debris and keep his work area policed at all times. (5) The Subcontractor shall clean all spray a'n i spatter from equipment and machinery and shall make a daily clean-up of the area to remove wrappers, cartons, sacks and other debris. (6) The Subcontractor shall plan and schedule his work as directed by Bechtel and be coordinated with the work of the other crafts. In particular he should schedule insulation sufficiently in advance of required painting to allow the insulation and its finish to completely dry. (7) It will be the Subcontractor's responsi bility to furnish a job which will be satisfactory in all respects, and if the Subcontractor for this work believes that any of the requirements of the specification do not permit him to ful fill such responsibility, he must sub mit with his bid recommendation of changes for approval. Failure to meet this requirement will not relieve the Subcontractor of such responsibilities. (8) When job is completed, Subcontractor shall remove all scaffolding, debris and any other items belonging to Sub contractor and restore premises to its original condition. (9) All bidders must visit jobsite to in spect the work and acquaint themselves with the working conditions prior to submitting a bid. Arrangements for visit should be coordinated by contacting Mr. John Neerhout, Bechtel Corporation, oo sir 1 i * PURCHASE ORDER NO. RV. REYNOLDS METALS COMPANY SHERWIN PLANT ROUNDOUT 4 2 REQUISITI0N N0- 8633-M-70 1 c Page 6 of 18 Pages ITEM NO. QUANTITY DESCRIPTION CODE OR EQUIP. NO. UNIT PRICE EXTENSION A: 0 c \f C8 PC-ENG-02 c/o Reynolds Metals Company, Sherwin Plant Gregory, Texas, Telephone No. Area Code 512-643-6582. ! i (d) METHOD OF MEASUREMENT FOR UNIT PRICE 'ADJUSTMENTS ! I (1) Measurement procedures specified herein shall be considered as part of the Sub contract conditions unless otherwise specified. (2) The quantities of insulation applied shall be determined by actual measure ment, and shall not be calculated from drawings or judged by visual gauging. A representative of each interested party shall be present when measurements are made. (3) Measurements shall be recorded on forms M-977-F attached. Certified copies of the record shall be given to all inter ested parties, and all copies shall be signed by the persons measuring. (4) The basis for payment for patching, repair and replacement due to damage for which Bechtel Corporation is res ponsible shall be negotiated with Bechtel field supervision. t5) The attached Drawing Sk-M-300-4, out lining method of measurement, shall be used as a guide in conjuction with this set of rules. (6) Measurements shall be made through all insulated or uninsulated fittings in insulated lines. The length of bent piping shall be measured separately along the outside radius of insulation between tangent points. (7) Hangers, shoe type supports, guides, anchors, brackets, etc., which attach to the insulated lines, shall be considered as normal piping practice and the unit price of line insulation will include same, , . (002812. PURCHASE ORDER NO. REYNOLDS METALS COMPANY REQUISITION NO. SHERW1N PLANT ROUNDOUT #2 8633-M-70 Page 7 of 1 Pages QUANTITY DESCRIPTION CODE OR EQUIP. NO. UNIT PRICE EXTENSION A C (8) Each flange on fittings shall be counted as a flange and not as part of its f i ttings. (9) All fittings that connect two or more different sizes of pipe shall be counted as part of the largest size involved. Bosses shall be considered fittings and shall be priced at 2 X unit price for size of boss. (10) Unit prices for fittings and flanges listed below shall be the unit price of the adjacent pipe covering multi plied by the factor. ITEM FACTOR (a) Pipe Bends over 1-1/2 diameters (b) Flanges (pair) (c) Fittings, incl., tees, reducers, valve bodies , traps std., ells, unions and end caps 2 2 2 (e) INSPECTION (1) Inspection will be performed by an inspector authorized by Bechtel's Fi eld Superintendent. c >0*8 <-68> PC-EN0-02 0d28i3 REYNOLDS METALS COMPANY SHERWIN PLANT ROUNDOUT #2 'no? ! quantity DESCRIPTION MATERIAL: THERMAL INSULATION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 REV, Page 8 of. 18 Pages i jEQUIP. NO. UNIT PRICE $s EXTENSION FURNISH THE FOLLOWING ITEMS AS PER APPLICABLE DATA SHEETS, SPECIFICATIONS AND NOTES. 1 Job Furnish labor and material for insulation of SOP Slurry Heater, equipment No. 24-E-4 (as shown on Engineers & Fabricators, Inc. Drawing No. CD-16538) as per Specification 8633"M"70 and sketch SK-M-24-41, attached. Facility 24, Task 5-2 Cost Code: 024-050-659.08.5 2 Job c/ Furnish labor and material for insulation of SOP Cake Storage..Tank, equipment no. 24.-J-22. (as shown on Wyatt Division Drawing No. HWE-49310) as per Specification 8633-M-7O and sketch SK-M-24-41, attached. Facility 24, Task 5"2 Cost Code: 024-050-681.08.5 3 2 Sets Furnish labor and material for insulation of two sets of Jjqup_t_evaporator_.ve.SSe_ls and equipment as shown on P&ID No. 42-K-6001, equipment No. .42-EV-11 and 42-EV-12, all as shown on below listed drawings and as per attached specification No. 8633"M**70 and sketches SK-M-42-5,6&7. Gos 1 i -Birmingham Drawing No.'s: 0069 *9-66> PC-CNG-02 ?25295-AR/1 25299-AR/l 25293-AR/l 25297-AR/l 25294- R/2 25300- R/1 25298- R/1 25292- R/2 25301- R/3 25302- R/1 25296- R/1 25309 25307" R/1 25308 25304 25306 25305 25303 002814 REYNOLDS METALS COMPANY SHERWIN PLANT ROUNDOUT #2 now ! quantity DESCRIPTION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 "rev*. Page 9 of 18 Pages EQUIP. NO. ' UNIT PRICE i -- EXTENSION Faci1ity 42A, Task 6 Cost Code: 042-060-681.08.5 2 Sets Furnish labor and material for insulation of two sets of SOP Evaporator vessels and equipment as shown on PSlD No. 42-K-6&02, equipment no. 42-EV-13 and 42-EV-14,.all as shown on below listed drawings and as per Attached specification no. 8633-M-70 and sketches SK-M-8 S 9. Gos1in-Birmingham, inc. Drawing No.`s: 2527^-AR/l 25274- R/2 25275- R/225276- R/l 25277- R/l 25278 25275-AR/l C Facility 42-A, Task 7 Cost Code: 042-070-681.08.5 1 Job Furnish labor and material for insulation of entrainment separator, (or condensate flash tanks), equipment No. 30-ES-10 (as shown on Wyatt Metal and Boiler Works drawing no. HWE-86731) as per specification 8633-M-70 and sketch SK-M-45-33, attached. Faci1ity 45, Task 15 1 Job -V Cos t Code: 045-150-681.08.5 Furnish labor and material for insulation of #9 kiln l_.D_._Fan, equipment No. 50-TF-60 (as shown on Zurn ^ Industries drawing no. D-22896) as per specification No. 8633-M-70 and sketch SK-M-50-25, attached. Faci1ity 50, Task 18 1 Job C" 0066 10-661 PC-ENS-02 Cost Code: 050-180-543.08.5 Furnish labor and material for insulation of electrostatic J precipitator,_including mechanical section, equipment No. 50-X-22 and 50-X-23 (as shown on American Air Filter Co. drawing no. 80#13)6-101) as per specification 8633-M-7O and sketch SK-M-50-25, attached. Faci1ity 50, Task 18 Cost Code: 045-190-542.08.5 C02815 r Reynolds metals company SHERWIN PLANT ROUNDCUT #2 PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 Page 10 of 18 REN Pages NOM ' QUANTITY | DESCRIPTION CODE OR EQUIP. NO. UNIT PRICE 7K 2 Units Furnish labor and material for insulation o_f_two boiler / feed pumps, equipment No. 1IO-P-78 & 110-P-79 (as shown on Pacific Pumps Co. drawing no. FC-47TlO"rO)--as per specification 8633_M"70 and sketch SK-M-110-12, attached. EXTENSION Faci1ity 110, Task 22 Cost Code: 110-220-533.08.5 10 f c Job A 7 N U) Furnish labor and material for insulation of deaerating1' heater, equipment no. J.10-E-52 (as shown on Graver Water Conditioning Co. drawing no. T-15782-A) as per specification 8633_M_70 and sketch SK-M-110-12, attached. Faci1ity 110, Task 22 Cost Code: 110-220-513.08.5 1 Lot Furnish labor and material for insulation of piping as per specification 8633"M-70, Sketch SK-M-24-42 and attached drawings; 24-P-6021 and 24-P-6023* Facility 24, Task 5"2 Pipe 2" and under Cost Code: 024-050-581.08.5 Pipe 2" through 8" Cost Code: 024.50.582.08.5 Pipe over 8" Cost Code: 024.50.583-08.5 11 1 Lot Furnish labor and material for insulation of piping as & per specification 8633~M"70, SK-M-42-3, SK-42-M-10 and attached drawings: By Bechtel: 42-P-6008 42-P-6009 42-P-6010 42-P-6011 By Gos1in-Birmingham: 25261-A, Rev. 4 c 25261, Rev. 4 25313-A, Rev. 4 25313 Rev. 4 25317-A, Rev. 1 25317 Rev. 2 00 816 0066 9-68 PC-ENG-02 '-"'Hr nr"~: rrv irlft r ITEM NO. REYNOLDS METALS COMPANY SRCR\V!N PLANT #2 QUANTITY ; DESCRIPTION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 REV. 1 Page 11 of 18 Pages CODE OR EQUIP. NO. UNIT PRICE 1 EXTENSION A 12 1 Lot & c\ c Facility 42-A, Task 6 Pipe 2" and under Cost Code: 0^2.060.581.08.5 Pipe 2" through 8" Cost Code: 0*t2.060.582.08.5. Pipe over 8" Cost Code; 0*i2.060.583.08.5 Furnish labor and material for insulation of piping as per specification 8633-M-70, Sketch SK-M-42-L, and SK-M-42-11 and attached drawings: By Bechtel A0-P-6001 1j2A-P-6001 ^2A-P-6002 A2A-P-6003 l2A-P-600i A2-P-6013 42-P-60U i2-P-6015 A2-P-601? A5-P-6071 By Goslin-Birmingham: 25262-A, Rev. k 25262 Rev. 3 2528^-A, Rev. 25284 Rev. 4 25286-A Rev. A 25286 Rev. 2 Facility 42-A, Task 7 Pipe 2" and under Cost Code: 042.070.581.08.5 Pipe 2" through 8" Cost Code: 042.070.582.08.5 Pipe over 8" Cost Code: 042.070.583*08.5 OOC8 ift-68) PC-ENG-02 00 2817 Reynolds metals company SHERWIN PLANT ROUNDOUT #2 c NOM ! QUANTITY I DESCRIPTION PURCHASE ORDER NO. requisition no. 8633-M-70 Page 12 of 18 Pages CODE OR EQUIP. NO. UNIT PRICE EXTENSION 13A' Lot A q A14 1 Lot V c Furnish labor and material for insulation of piping as per specification 8633"M"70 and Sketch SK-M-45-31* and attachec drawing: By Bechtel: 45-P-6048 Faci1ity 45 Task 12-1 Pipe 2" and under Cost Code: 045.120.581.08.5 Pipe 2" through 8M Cost Code: 045.120.582.08.5 Pipe over 8" Cost Code: 045.120.583.08.5 Furnish labor and material for insulation of piping as per specification 8633"M~70, Sketch SK-M-45-32, and attached drawings: A5-P-1005 45-P-1053 45-P-1122 A5-P-A002 A5-P-6016 A5-P-6032 Facility 45 Task 15 Pipe 2" and under Cost Code: 045.150.581.08.5 Pipe 2" through 8n Cost-Code: 045*150.582.08.5 Pipe over 8" Cost Code: 045.150.583.08.5 ooe<9-ee> pc-enc-02 002818 /. 15 j REYNOLDS METALS COMPANY r SHERWIN PLANT ROUNDOUT #2 ITEM NO. i QUANTITY ! DESCRIPTION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 Page 13 of CODE OR EQUIP. NO. UNIT PRICE 1 18 Pages EXTENSION A15 1 Lot A Furnish labor and material for insulation of piping as per specification 8633~M_70 Sketch SK-M-50-2^, and attached drawings: j 50-P-6021 50-P-6022 50-P-6023 50-P-602A 50-P-6025 50-P-6026 50-P-6028 Facility 50, Task 17 Pipe 2" and under Cost Code: 050.170.581.08.5 Pipe 2" through 8" Cost Code: 050.170.582.08.5 c Pipe over 8" Cost Code: 050.170.583-08.5 16 1 Lot Furnish labor and material for insulation of piping as & per specification 8633"M~70 SK-M-110-10 and attached drawings: 110-P-10M 110-P-10i|2 110-P-1048 110-P-6001 110-P-6001* UO-P-6OO5 UO-P-6007 llO-P-6010 llO-P-6012 UO-P-6OI9 110-P-6020 Faci1ity 110, Task 22 cI i Pipe 2M and under Cost Code: 110.220.581.08.5 Pipe 2" through 8" 0044 <>6a> PC-ENG-02 Cost Code: -110.220.582.08.5 002819 c.v-Xr.'i'.i-r ; i I c '3? : QUANTITY description PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 1 Page 14 of 18 Pages CODE OR EQUIP. NO. UNIT PRICE EXTENSION 17 1 Lot A C V Pipe over 8" Cost Code: 110.220.583.08.5 Furnish labor and material for insulatjpn ofpiping as per specification 8633-M~70, Sketch SK-M-i10-11, and attached drawings: 42-P-6013 42-P-6014 42-P-6015 42-P-6016 110--P-6001 110-P-6004 110-P-6005 ' 110-P-6019 110-P-6020 Faci1ity 110, Task 24 Pipe 2" and under Cost Code: 110.240.581.08.5 Pipe 2" through 8" Cost Code: 110.240.582.08.5 Piping over 8" Cost Code: 110.240.583.08.5 >O66<0.6B> PC-ENG-02 eHi.jjjiHi 0)2820 Reynolds metals company r-!"RW|N PLANT RGUND'HJT #2 ITEM NO. QUANTITY ; DESCRIPTION PURCHASE ORDER NO. requisition no. 8633-M-70 REV. 1 Page 15 of 18 Pages EQUIP. NO. I UNIT PRICE j EXTENSION ATTACHMENTS: Specs: 8633~G-2 General Specs. 8633-M-70 Thermal Insulation Forms: M-9770F Insulation Tabulation Sketches: SK-M-3OO-3 Rev. 0 Piping Insulation Expansion Joints / SK-M-300-4 Rev. '`/Insulation Measurement Diagram for Unit Price Basis c SK-M-300-5 Rev. ^Thermal Insulation Piping - Summary / SK-M-2A-^2 Rev. ^/Thermal Insulation - Piping Task 5-2 / SK-M-A2-3 Rev. 'Q. Thermal Insulation - Piping 'Task 6 . SK-M-A2-I* Rev. *0..Thermal Insulation - Piping Task 7 SK-M-A5-31 Rev. ^.Thermal Insulation - Piping 'Task 12-1 * SK-M-A5-32 Rev. '8,/Thermal Insulation - Piping Task 15 i SK-M-50-2A Rev. Thermal Insulation - Piping Task 17 iSK-M-110-10 Rev. ^Thermal Insulation - Piping Task 22 iSK-M-110-11 Rev. Thermal Insulation - Piping c t SK-M-2A-M Task 2k Rev. ^Thermal Insulation - Equipment Schedule Task 5"2 0( 2821 0060 i9-ee pc-eng-02 4 PURCHASE ORDER NO. REYNOLDS METALS COMPANY REQU1S,TI0N N0* STFRWIN PLANT ROIJN'O'XJT #2 8633-M-70 Page 16 of ]8 REV. 1 Pages ITEM NO. QUANTITY DESCRIPTION - sk-m-^2-5 Rev. "s/Thermal Insulation Equipment Schedule Task 6, Sht. 1 of 3 CODE OR EQUIP. NO. UNIT PRICE * $ EXTENSION SK-M-A2-6 Rev. ^/Thermal Insulation Equipment Schedule Task 6, Sht. 2 of 3 * SK-M-42-7 Rev. 6U Thermal Insulation Equipment Schedule Task 6, Sht. 3 of 3 . SK-M-42-8 Rev. Thermal Insulation Equipment Schedule Task 7, Sht. 1 of 2 - * SK-M-42-9 Rev. 'QlThermal Insulation Equipment Schedule Task 7, Sht. 2 of 2 SK-M-A5-33 Rev. 'QjThermal Insulation ( Equipment Schedule Task 15 SK-M-50-25 Rev. ^/Thermal Insulation Equipment Schedule Task 18 , SK-M-UO-12 Rev. ^/Thermal Insulation Equipment Schedule Task 22 A DRAWINGS: VESSELS 6 EQUIPMENT / CD-16538 Engineers and Fabricators, Inc. SOP Slurry Heater ' HWE-^9310 Wyatt Division SOP Cake Storage Tank < A2-K-600I Bechtel P ID - Liquor Evaporators / 25295-AR/l Goslin-Birmingham, Inc. * 25299-AR/l Liquor Evaporators 1 25293-AR/l Liquor Evaporators c > 25297-AR/1 Liquor Evaporators r 2529A- R/2 Liquor Evaporators 25300- R/l Liquor Evaporators 1 25298- R/1 Liquor Evaporators , 25292- R/2 Liquor Evaporators 3066 <9-601 PC-ENG-02 002 822 REYNOLDS METALS COMPANY "`.-nvMjg pi AJv'T #2 PURCHASE ORDER NO. requisition no. 8633-H-70 Page 17 of 18 REV. 1 Pages `no* ` quantity | DESCRIPTION * 25301- R/2 , 25302- R/l , 25296- R/l < 25309/ 25307- R/l / 25308^ 25304 * 25306 , 25305 , 25303 Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators Liquor Evaporators EQU?Pf. NO. S UNIT PRICE j % EXTENSION ' 42-K-6002 Bechtel P & ID - SOP Evaporators / 25274-AR/l ,, 25274- R/2 Goslin-Birmingham Inc. SOP Evaporators / 25275- R/2 , 25276- R/l 25277- R/l , 25278 > 25275-AR/l SOP Evaporators SOP Evaporators SOP Evaporators SOP Evaporators SOP Evaporators c , fiWE-86731 Wyatt Metal and Boiler Works Entrainment Separator A Rev,!, D-22896 Zurn Industries - #9 Kiln, I.D. Fan r A REV.- 80-1316-101 American Air Filter Company / Electrostatic Precipitator t FC-47110-0 Pacific Pump Company Boiler Feed Pumps - T-15782A Graver Water Conditioning Co. Deaerating Feedwater Heater c -- 00 &-66> PC-ENG-02 0032823 REYNOLDS METALS COMPANY SHERW1N PLANT ROUNDOUT ITEM NO. QUANTITY DESCRIPTION PURCHASE ORDER NO. REQUISITION NO. 8633-M-70 1 Page 18 of 18 Pages EQUIP.NO. UNIT PRICE EXTENSION A Sketches: /i\ SK-M-A2-10 Thermal Insulation-Piping Task 6 t SK-M-A2-11 Thermal Insulation-Piping Task 7 Drawings: Piping echtel Drawings: 2A-P-6021 2A-P-6023 AC-P-6001 ^2^P-6001 * 110-P-lOAl / 110-P-10A2 110-P-10A8 , 110-P-6001 A2A-P-6002 , U0-P-600A A2A-P-6003 ' , 110-P-6005 A2A-P-600A UO-P-6007 A2-P-6008 , 110-P-6010 A2-P-6009 , 110-P-6012 t A2-P-6010 A2-P-6011 110-P-6019 110-P-6020 A2-P-6013 A2-P-601A A2-P-6015 Gosiin-B1rm?ngham i A2-P-6016 A2-P-6017 / 25261-A, Rev. A A5-P-1005 45-P-1053 45-P-H22 A5-P-A002 / 25261, Rev. A * 25313-A, Rev. A 25313, Rev. A / 25317-A, Rev.. 1 A5-P-60I6 A5-P-6032 A5-P-6OA8 ' 25317, Rev. 2 , 25262-A, Rev. A , 25262, Rev. 3 A5-P-607I 50-P-6021 * 2528A-A, Rev. A , 2528A, Rev. A 50-P-6022 / 25286-A, Rev. 2 50-P-6023 50-P-602A /25286, Rev. 2 50-P-6025 50-P-6026 50-P-6028 A0-P-6002 c 0066 -66 PC-ENG-02 00 2824 > FORM a 1.0 GOVERNING CODES AND LAWS All equipment, material and services furnished under this order or subcontract must comply with all applicable ordinances, codes and laws of the State of Texas, San Patricio County, and other government authorities having jurisdiction. 1.2 When ordinances, codes or laws require approval and/or inspection of the drawings, equipment or materials before installation or operation, it shall be the Supplier's or Subcontractor's respon sibility to obtain such approval and to submit one signed original and three copies of the approval for the Contractor's records. 2.0 DRAWINGS 2.1 The design drawings listed in the specifications are preliminary and are furnished only for the purpose of defining the scope and nature of the work. Mofified or revised design drawings, "Issued for Construction", will be furnished by Contractor in accordance with the requirements of the construction- schedule. 2.2 Contractor will review the Supplier's or Subcontractor's drawings with respect to arrangement and general conformance with specifica tions and related design drawings. One copy will be returned to Supplier or Subcontractor approved, or with notations requiring . change within 10 calendar days. In the latter case. Supplier or/ Subcontractor shall make, and clearly mark such corrections and resubmit copies of the drawings for final approval within 10 calendar days. Contractor will return one transparency to the Subcontractor approved as follows: a. As noted, revise and resubmit for approval. b. As noted, revise, proceed with fabrication and submit final certified transparency. c. Without comments, proceed with fabrication and submit final certified transparency. Final certified transparency shall be stamped CERTIFIED FOR CONSTRUCTION and be signed by a person authorized to bind- the partner ship or corporation. Certification warrants material .furnished conforms to final drawings. '2.3 Immediately upon approval, Supplier, or Subcontractor shal1 furnish to Contractor final certified copies of the drawings in accordance with form 8633-1. Approval of Supplier's or Subcontractor's drawings 002825 A. A. >23-70 AJ Revised Paraqranh 6.2.3 1 Soec. 6l65-G-02%RetvDed 6 issued for Job 8633 REYNOLDS METALS COMPANY SHERWIN PLANT R0UND0UT #2 CORPUS CHRIST!, TEXAS SUPPLEMENTARY GENERAL CONDITIONS SHEET y>L4 j'OB NO. 8633 SPECIFICATION REV G-2 f j, OF________ L by Contractor will.not relieve Supplier or Subcontractor of any of his obligations under the order or subcontract. Any fabrication, installation or construction work done prior to the approval of drawings by Contractor shall be at the Supplier's or Subcontractor's risk. 3.0 SPEC FI CAT IONS 3- J The specifications, drawings and instructions, as set forth herein, are complementary and form an integral part of the Requisition or Subcontract. 3.2 In the event of conflict between the provisions of the documents listed below, their order of precedence shall be as follows: 1. Addendum to Specification 2. `Specification 3. Drawings 4. Supplementary General Conditions Notwithstanding the foregoing, if Suppli-er or Subcontractor discovers any discrepancies between the order of subcontract and the physical conditions at the site, or discovers any errors, omissions or conflicts in the requisition or subcontract; he shall promptly request.clarification, in writing, from Contractor, Any work performed by Supplier or Subcontractor after such discovery and before authorized by Contractor, will be at the Supplier's or Subcontractor's risk. 3.3 If Supplier or Subcontractor desires to deviate from any of the requirements of the Requisition or Subcontract, permission for each change must be requested in writing. Changes will be authorized by Contractor only by letter or by revision to the Order or Subcon tract and only to the extent specified therein. 4.0 SCHEDULE 4.1 Delivery and completion dates shown in the specific requirement or Subcontract are used by Contractor as the basis of construction schedules. Supplier or Subcontractor warrants that he can meet such dates. Subcontractor shall give Contractor full information in a form prescribed by Contractor in advance and during the progress of the work as to its plans for carrying on each part of the work. If at any time during the progress of work it becomes the opinion of Contractor that doubt exists as to the completion of work within the remaining allotted time, the Supplier or Subcontractor upon written orders from Contractor and without any additional compensation therefor, shall increase the amount of equipment and labor used, provide additional shifts, work overtime, and/or perform work on weekends and/or holidays. ; CM -T FORM H -293 7 /6 6 -- SPECIFICATION NO. G"2 REV. / SHEET 2 00282G OF )o 5.0 PLANT SITE 5.1 Equipment, material and services will be furnished for the expansion of the Reynolds Metals Company alumina plant near Gregory, which is 15 miles north of Corpus Christi, Texas. 5.2 The plant is accessible by Highway No. 181 and by the'Southern Pacific Rail road. ; 6.0 SUBCONTRACTOR'S WORK ON StTE 6.1 The new construction is adjacent to and contiguous with an operating plant. Subcontractor shall prosecute his work in such a manner that the safe and continuous operation of the plant ts in no way Impaired at any time. Any interference with plant access roads, railroad trackage and plant utilities shall be subject to Contractor's and Owner's approval. 6.2 Contractor will make available at no extra cost to Subcontractor the following construction facilities available and as scheduled by the Contractor's Field Superintendent. 6.2.1 Water for construction and testing at existing outlets. Any extensions will be at Subcontractor's expense. XA 6.2.2 6.2.3 6.2. k 6.2.5 440V AC, 3 phase, 60 cycle and 110V AC, single phase electric power at existing outlets or from a switch-house circuit breaker, by Contractor's choice. Any extensions from these points will be at Subcontractor's expense Sanitary Facilities - Contractor will allow Subcontractor to benefit from price discount on quantity of temporary units. However, number of units and their cost will be the Subcon tractor ' s res ponsibi1ity. Drinking water at existing outlets. Use of telephone at Contractor's offices only without the privilege of cost-free long distance calls. Plant phones are not to be used by construction personnel. 6.3 Subcontractor shall provide, maintain and remove all temporary services not listed in 6.2.above and required for the prosecution .of his work. 6.4 Subcontractor shall be solely responsible for the protection of his tools, equipment and material and hereby releases Owner and Contractor regardless of negligence, from any and all claims for loss or damage cCov to any tools or equipment including trucks and automobiles used by CMI Subcontractor in connection with the work covered by this Contract. PS 6.5 Subcontractor's equipment, construction methods and layout of tem O(* porary facilities shall be subject to the approval of Contractor. 6.6 Lots designated as available for the parking of employees' and visitors' vehicles will be provided by Contractor. Private vehicles will be prohibited from the site other than in designated lots or on the roads leading to and from the parking areas. 002827 SPECIFICATION NO. G"2 REV. /' SHEET 3 OF 10 S/C 8633-M-70 HA 3. CONTRACTOR-FURNISHED ITEMS: Contractor will furnish to or for the use of the Subcontractor only the following items: See Paragraph 6.2 of Specification G-2, Rev. 1 4, TIME OF COMMENCEMENT AND COMPLETION: Subcontractor agrees to commence the Work on approximately July 12, 1971. Exact scheduling shall be as ap proved by Contractor's Construction Superintendent. Subcontractor agrees to complete the Work on or before February 29, 1972. 5. COMPENSATION: As full consideration for the satisfactory performance by Subcontractor of the Work, Contractor shall pay to Subcontractor the following compensation: The firm lump sura price of Eighty-five Thousand Nine Hundred Fifty-five Dollars and No Cents ($85,955.00) as set forth in your quotation dated July 6, 1971 signed by Mr. W.O. Dailey. ,6. TERMS OF PAYMENT: See Paragraph 24 of Exhibit "A". APPROVE George M. Lenhara Reynolds Metals Company IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the day and year first above written. CONTRACTOR: BECHTEL CORPORATION SUBCONTRACTOR: A C & S INCORPORATED Procurement Manager 002828 - EXHIBIT "A" GENERAL TERMS AND CONDITIONS 1. ENTIRE AGREEMENT: This Subcontract embodies the entire agreement between Contractor and Subcontractor. The parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amend ments or modifications of any of the terms and conditions hereof shall be valid unless reduced to writing. 2. CONTRACTUAL RELATIONSHIP: Subcon tractor represents that it' is fully experienced and properly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized and financed to per form such work. In the performance of this Sub contract, Subcontractor shall operate as an independent contractor and not as the agent of Contractor or Owner. 3. UNEMPLOYMENT INSURANCE, TAXES, CONTRIBUTIONS AND ASSESSMENTS: Sub contractor shall have full and exclusive liability for the payment of any and all taxes and contributions for unemployment insurance, old age retirement benefits, life pensions, annuities and similar bene fits which may now or hereafter be imposed by law or collective bargaining agreements with respect to persons employed by Subcontractor for perfor mance of the work under this Subcontract whether measured by wages, salaries or remuneration paid or otherwise. Subcontractor shall comply with all Jaws, statutes, rules and regulations applicable to the compensation paid to its employees, and shall maintain suitable forms, books of account and records. The compensation to be paid to Sub contractor includes, and Subcontractor shall be liable for and shall pay and shall indemnify, defend and save harmless Owner and Contractor from, all such taxes and contributions or any interest accrued and penalties imposed, and all taxes, excises, assessments and other charges levied by any government agency or authority on or because of the work performed hereunder, or any materials, equipment, sendees or supplies furnished or used in the performance of this Subcontract. 4. AUTHORIZED REPRESENTATIVES AND NOTICES: Subcontractor shall designate a competent superintendent to represent and act for the Subcontractor who shall have authority to make binding and enforceable decisions in the name of Subcontractor and to accept service of all notices which Contractor desires to serve, or which are required by this Subcontract to be served, on Subcontractor. Subcontractor shall, upon com mencement of performance of this Subcontract, advise Contractor in writing of the name, address and telephone number (day and night) of such designated superintendent and of any change in such designation. Any notices provided for hereunder may be served personally on the superintendent of either party at the jobsite or by registered mail to the address of each party shown on the face-hereof. 5. LAWS AND REGULATIONS - PERMITS : Subcontractor, its employees and representatives, shall at all times comply with all applicable Jaws, ordinances, statutes, rules or regulations including those relating to wages, hours, fair employment practices, anti-discrimination and safety and working conditions. Subcontractor shall procure and pay for all permits and inspections and shall furnish any bonds, security or deposits required to permit perfor mance of its work hereunder. 6. LABOR CONDITIONS: Subcontractor shall, to the extent permissible under federal law and any applicable state laws, comply with and be bound by such terms and conditions of Contractor's labor agreements as are applicable to the work, including, without limitation, the terms and pro visions of any such agreements concerning work rules and providing for the assignment of work or the settlement of jurisdictional disputes. Subcon tractor shall pay rales of wages and shall observe hours and conditions of labor equivalent to those paid and observed by Contractor and shall be subject to Contractor's approval. A copy of each of these agreements is available for inspection at the office of Contractor issuing this Subcontract. Sub contractor shall, if requested to do so by Con tractor, remove from the jobsite any employee whom Contractor determines to be incompetent or undesirable. Subcontractor agrees that if any portion of the work.. covered hereby is further subcontracted, such further subcontract shall be bound by and observe the provisions of this clause to the same extent as herein required by Subcon tractor, and that a copy of this clause imposing such obligations upon said subcontractor shall be included in any further subcontract. x\ Subcontractor shall comply with and shall cooperate with Contractor in enforcing jobsite conditions which directly affect the performance 3212 -A (3-71) 1 of 6 002829 the work including but not limited to starting and quitting time, smoking regulations, check-in and check-out procedures, jobsite safety regula tion ind daily clean-up. 7. INDEMNITY: Subcontractor shall indem nify, defend and hold harmless Owner and Con tractor, and each of them from and against any and all suits, actions, legal or administrative pro ceedings, claims, demands, damages, .liabilities, interest, attorney's fees, costs and expenses of whatsoever kind or nature whether arising before or after completion of the work hereunder and in any manner directly or indirectly caused, occa sioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of Subcontractor, or of anyone acting under its direction, control, or on its behalf in connection with or incident to the work performed under this Subcontract. Subcontractor's aforesaid indemnity and hold harmless agreement shall not be appli cable to any liability caused by the sole active negligence of Contractor or Owner. 8. DAMAGES FOR SUBCONTRACTOR'S BREACH OF SUBCONTRACT: Subcontractor shall pay Contractor aiTy and all damages, interest, at{ ley's fees, costs, losses and expenses of what soever kind or nature whether they arise before or after completion of the work hereunder arising out of any default under or breach by Subcontractor of the terms and conditions of this Subcontract. 9. PATENT INDEMNITY: Subcontractor shall indemnify, defend and save harmless Owner, Con tractor and their representatives respectively, from and against all claims, losses, costs, damages, and expenses, including attorney's fees, incurred by Owner, Contractor, and their representatives, respectively, as a result of or in connection with any claims or actions based upoft* infringement or alleged infringement of any patent and arising out of the use of the equipment or materials furnished under the Subcontract by Subcontractor, or out of the processes or actions employed by, or on behalf of Subcontractor in connection with the perfor mance of the work hereunder, and Subcontractor shall, at its sole expense, promptly defend against any such claim or action; provided that Owner or Contractor shall have notified Subcontractor upon becoming aware of such claims or actions, and provided further that Subcontractor's aforemcntip" 'd obligations shall not apply to equipment, n\. rials, or processes furnished or specified by Contractor or Owner. Subcontractor shall have the right, in order to avoid such claims or actions, to substitute at its own expense noninfringing cquip- incnt, materials, or processes, or to modify at its own expense such infringing equipment, materials and processes so they become noninfringing, pro vided that such substituted and modified equip ment, materials and processes shall meet all the requirements and be subject to all the provisions of this Subcontract. 10. WARRANTY: Unless specifically stated otherwise in the Subcontract, Subcontractor warrants all equipment, materials, and labor fur nished or performed under this Subcontract, against defective design (unless furnished by Owner or Contractor), materials and workmanship for a period of eighteen (IS) months from and after final acceptance under the Subcontract, or one (1) year from and after final acceptance of the Project as a whole by Owner whichever occurs sooner, regardless of whether the same were furnished or performed by Subcontractor or by any of its subsubcontractors of any tier. Upon receipt of written notice from Contractor or Owner of any defect in any such equipment, materials, or labor during the applicable warranty period, due to defective design, materials or workmanship, the affected part or parts thereof shall be redesigned, repaired or replaced by Subcontractor who shall perform such tests as Contractor or Owner may require to verify that such redesign, repairs and replacements comply with the requirements of this Subcontract. All costs incidental to such redesign, repair, replacement and testing, including the re moval, replacement and reinstailation of equip ment and materials necessary to gain access, shall be borne by Subcontractor. As to any defects in the Work which arc so redesigned, repaired or replaced, Subcontractor warrants such redesigned, repaired or replaced work against defective design, materials ' and workmanship for a period of eighteen (18) months from and after the date of acceptance thereof. Should Subcontractor fail to promptly make the necessary redesign, repair, re placement and test. Contractor may perform or cause to be performed the same at Subcontractor's expense. Subcontractor and its surety or sureties, if any, shall be liable for the satisfaction and full performance of the warranties as set forth herein. 11. NON-ASSIGNMENT: Any subletting, assign ment or hypothecation of this Subcontract, or any portion of the work, or any amount due and payable hereunder, made by Subcontractor without the prior written consent of Contractor shall be void. If such subletting, assignment or hypothecation is attempted or made, Contractor shall have the right, if it so elects and without prejudice to any other rights it may have, to withhold at any time thereafter, in whole or in v 32J? n (5-71) 2 Of 6 part, payments otherwise due to Subcontractor until the final payment becomes due to Subcon tractor hereunder. 12. CHANGES: Contractor may at any time, in writing, without notice to the surety or sureties, if any, make any change in the work to be performed under this Subcontract. Subcontractor shall pro ceed immediately with performance of the change and shall, within ten (10) days thereafter, if any such change materially affects the cost or time of performance of the Subcontract as a whole, submit written notice of such effect on cost and time of performance. If, as determined by Contractor, any such change materially affects said cost and time of performance of the Subcontract as a whole, an equitable adjustment shall be made. No change or adjustments to the Subcontract shall be binding unless authorized in writing by the Contractor. 13. PERFORMANCE REQUIREMENTS: All work hereunder shall be performed by Subcontrac tor at the limes stated and in accordance with the provisions of this Subcontract. Anything mentioned in the specifications and not shown on the drawings or vice versa shall have effect as if shown in both. In case of conflict or discrepancies among the various Subcontract Documents the matter shall be submitted immediately by Subcon tractor to Contractor for decision and such decision shall be final. 14. STANDARDS AND CODES: Wherever ref erences are made in the Subcontract to standards or codes in accordance with which work is to be performed or tested, it is to be understood that the then current edition or revision of the standards or codes shall apply, unless otherwise expressly set forth. Unless otherwise specified, reference to such standards or codes is solely for technical informa tion. 15. ORDER OF PERFORMANCE OF WORK : Contractor, Owner, other contractors and subcon tractors may be working at the site during the performance of this Subcontract. Contractor re serves the right to direct Subcontractor to schedule the order of performance of its work in such manner as not unreasonably to interfere with the performance- of other work and sendees by Con tractor, Owner or other contractors or subcontrac tors. 16. RESPONSIBILITY FOR WORK; PRECAU TIONS: Subcontractor shall be responsible for and shall bear any and all risk of loss of or damage to work in progress, all materials delivered to the site and all materials and equipment until comple tion and final acceptance of the work to be performed under this Subcontract, unless such loss 32)?-C (S-71) or damage results from the sole active negligence of Contractor. Subcontractor shall promptly take all precautions which are necessary and adequate against any conditions created during the progress of Subcon tractor's activities hereunder which involve a risk of bodily harm to persons or a risk of damage to any property. Subcontractor shall continuously inspect all work, materials and equipment to discover and determine any such conditions and shall be solely responsible for discovery, determina tion and correction of any such conditions. Sub contractor shall comply with all applicable safety standards, codes and regulations in the jurisdiction where the work is being performed, and with the Safety and Health Regulations for Construction issued by the Bureau of Labor Standards of the U.S. Department of Labor. Subcontractor assumes all liability for its failure to comply with the pro visions of this paragraph. 17. INSPECTION; REJECTION OF MATERIALS AND WORKMANSHIP; ACCEPTANCE: All materials and equipment furnished and work per formed in connection therewith shall at all times be subject to inspection by Contractor or Owner. Subcontractor shall, at its own expense, provide safe and necessary facilities and all samples, docu ments, drawings and lists necessary for such inspec tion. Owner and Contractor shall be afforded full and free access to the shops, factories or places of business of Subcontractor and its subcontractors and suppliers for such inspection and to determine the genera! condition and progress of the work. If Subcontractor covers all or any portion of the work prior to any inspection or test by Contractor or Owner, the cost of any necessary uncovering and replacing shall be borne by Subcontractor. Neither the failure to make such inspection nor to . discover defective workmanship, materials, or equipment nor approval of, or payment to. Sub contractor for such work, materials or equipment shall prejudice the rights of Owner or Contractor thereafter to correct or reject the same as herein after provided. If any material, equipment or workmanship is determined by Owner or Contractor, cither during performance of the work, on final inspection, or during any applicable warranty period, to be de fective or not complying with the requirements of this Subcontract, Contractor shall notify Sub contractor in writing that such material, equipment or work is rejected. Thereupon, Subcontractor shall, at its own expense, immediately remove and . replace or correct such defective material, equip ment or work by making the same comply strictly with all requirements therefor. 00^31 /'f As soon as practicable after completion of all work ho^'indcr, inspection and tests will be made by CV. ractor or Owner. When such inspection and tests have proven that the work is in accordance with the requirements of this Subcontract, Con tractor shall notify Subcontractor in writing of final acceptance of its work under this Subcon tract. 18. EXPEDITING: The equipment and material furnished under this Subcontract shall be subject to expediting by Contractor or its representatives. Contractor's personnel shall be allowed reasonable access to Subcontractor's plants, and those of its sub-suppliers, for expediting purposes. As required by Contractor, Subcontractor shall supply sched ules and progess reports for Contractor's use in expediting. 19. REMOVAL OF DEBRIS AND WASTE MA TERIAL: During performance of the Subcontract and upon termination or completion thereof. Sub contractor shall remove all debris and waste material and keep and leave the site in a condition satisfactory to Contractor. 20. EXTENSION OF TIME - SUBCONTRAC TOR'S WAIVER OF DAMAGES FOR DELAY : f abcontractor's performance of this Subcontract bfc delayed by any condition beyond the control and without the fault or negligence of Subcontrac tor and which was not foreseeable by Subcontrac tor at the time this Subcontract was entered into, Subcontractor shall, within seven (7) days of the commencement of any such delay, give to Con tractor written notice thereof and of the anticipated results thereof. Within seven (7) days after the termination of any such delay, Subcon tractor shall file a written notice with Contractor specifying the actual duration of the delay. Failure to give either of the above^ notices shall be sufficient ground for denial of an extension of time. If Contractor determines that the delay was beyond the control and without the fault or negli gence of Subcontractor and not foreseeable by Subcontractor at the time this Subcontract was entered into, Contractor shall determine the duration of the delay and shall extend the time of performance of this Subcontract accordingly. Subcontractor shall not be entitled to, and hereby expressly waives recovery of any damages suffered by reason of the delays herein contemplated and extension of time shall constitute Subcontractor's e remedy for such delays. 21. SUSPENSION: 'Ihe Contractor may, at its sole option, by notice in writing to the Subcontrac tor, suspend at any time the performance of all or any portion of work to be performed under the Subcontract. Upon such notice of suspension work, the Subcontractor agrees to permit the Contractor to designate the amount and type of plant, labor and equipment in such a manner as to minimize costs associated with suspension. Upon receipt of any such notice, the Subcontrac tor shall, unless the notice requires otherwise: (i) immediately discontinue work on the date and to the extent specified in the notice; (ii) place no further orders or subcontracts for material, services, or facilities with respect to suspended work other than to the extent required in the notice; (iij) promptly make every reasonable effort to obtain suspension, upon terms satisfactory to the Contractor, of ail orders, subcontracts and rental agreements to the extent they relate to performance of work suspended, and, (iv) unless otherwise specifically stated in the notice, the Subcontractor shall continue to protect and maintain the work theretofore completed, including those portions on which work has been suspended. As full compensation for such suspension the Sub contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, to the extent that such costs directly result from such suspension of work. (i) A standby charge to be paid to the Sub contractor during the period of suspension of work, which standby charge shall be sufficient to compensate the Subcontractor for keeping, to the extent required in the notice, its organi zation and equipment committed to the work site in a standby status; (ii) all reasonable costs associated with demobilization of the Subcontractor's plant, forces and equipment; (iii) an equitable amount to reimburse the Sub contractor for the cost of maintaining and protecting that portion of the work upon which activities have been suspended; Upon receipt of notice to resume suspended work, the Subcontractor shall immediately resume work on the suspended work to the extent required in the notice. If as a result of any such suspension of work the cost to the Subcontractor of sub sequently performing work is increased or de creased, an equitable adjustment will be made in the cost of performing the remaining portion of work. Any claim on the part of the Subcontractor for extension of time shall be made in accordance with the appropriate provisions of this Subcon tract. Within ten (10) calendar days after receipt of Vs32120 (Wi) 4 of 6 002832/ notice to resume work, the Subcontractor shall submit for review a revised construction schedule. notice to Subcontractor, terminate Subcontractor's right to proceed with the work or such part of the No compensation or extension of time shall be granted if suspension results from Subcontractors non-compliance with the requirements of this Sub contract. 22. PROGRESS: Subcontractor shall provide and use on any work only such construction plant and equipment as are capable of producing the quality and quantity of work and materials required by the Subcontract and within the time ortimes specified. Upon written order of the Contractor the Subcon tractor shall promptly remove unsatisfactory equipment and facilities from the site and shall discontinue operation of unsatisfactory plant. The Subcontractor shall give the Contractor full information in advance as to its plans for carrying on each part of work. If at any time during the progress of work, the Subcontractor's actual pro gress appears to the Contractor to be inadequate to meet the requirements of the Subcontract, the Contractor may notify the Subcontractor of such imminent or actual non-compliance with the Sub contract. The Subcontractor shall thereupon take such steps as may be necessary to improve its progress and the Contractor may require an in crease in the labor force, the number of shifts, and/or overtime operations, days of work and/or the amount of construction plant all without addi tional cost to the Contractor. Neither such notice by the Contractor nor the Contractor's failure to issue such notice shall relieve the Subcontractor from its obligation to achieve the quality of work and rate of progress required by the Subcontract. Failure of the Subcontractor to comply with the instructions of the Contractor under these pro visions may be grounds for determination by the Contractor that the Subcontractor is not prosecu ting its work with such diligence as will assure completion within the times specified. Upon such determination, the Contractor may terminate the Subcontractor's right to proceed with the perfor mance of the Subcontract, or any separable part thereof, in accordance with the applicable pro visions of this Subcontract. 23. TERMINATION: (i) Should Subcontractor at any time refuse or neglect to supply sufficient properly skilled workmen or materials of the proper quality or quantity, or equipment necessary properly to perform the work hereunder, or fail in any respect to prosecute the work hereunder or any portion thereof with promptness, diligence or in accordance with any of the provisions set forth herein, or go into liquidation other than as part of a corporate reorganization or enter into composi tion with its creditors or become insolvent, Con tractor may, upon forty-eight (48) hours' written work as to which such defaults have occurred. In the event of such termination, Contractor may enter upon the premises and into places of manu facture of Subcontractor's suppliers and, for the purpose of completing the work or enforcing these provisions, take possession of all materials, equip ment, tools and appliances thereon belonging to or under the control of Subcontractor and may use them or may finish the work by whatever method it may deem expedient including the hiring of another Subcontractor or Subcontractors under such form of subcontract as Contractor may deem advisable, or Contractor may itself provide any labor or materials and perform any part of the work. In such case Subcontractor shall not be entitled to receive any further payment until the work is completed. If the unpaid balance of Subcontractor's compensation hereunder shall exceed the sum of the expense of finishing the work plus compensation for additional managerial and administrative services and such other costs and damages as Contractor may suffer, such excess shall be paid to Subcontractor. If such expense, compensation, costs, and damages shall exceed such unpaid balance, Subcontractor and its sureties, if any, shall be liable for and shall pay, the excess to Contractor. Failure of Contractor to exercise any of its rights hereunder shall not excuse Subcontractor from compliance with the pro visions of this Subcontract nor prejudice rights of Contractor to recover damages for such default. (ii) Contractor may, as its option, terminate this Subcontract in whole, or from time to time in part, at any time by written notice thereof to the Sub contractor, whether or not Subcontractor is in default. Upon any such termination Subcontractor agrees to waive any claims for damages, including loss of anticipated profits, on account thereof, and agrees that the sole remedy of Subcontractor is to receive payment in accordance with Subparagraph (c) below. The provisions of this Subcontract, which by their nature survive final acceptance of the work hereunder, shall remain in full force and effect after such termination to the extent pro vided in such provisions. (a) Upon receipt of any such notice, Subcon tractor shall, unless the notice directs other wise, immediately discontinue work on the date and to the extent specified in the notice; place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary for completion of such portion of the work as is not discon tinued; promptly make every reasonable effort to procure cancellation upon terms satisfac tory to Contractor of all orders, subcontracts 32212-E (5-71J 5 of 6 and rental agreements to the extent they relate to the performance of wrok discontinued and shall thereafter do only such work as may be necessary to preserve and protect work already in progress and to protect materials, plant, and equipment at the site or in transit thereto. receipt and approval by Contractor of sucliS. estimate and upon receipt and approval of Subeon- \ tractor's invoice, Contractor shall pay to Subcon tractor ninety (90) percent of such amount less the aggregate of all payments previously made or credited to Subcontractor. (b) Upon such termination the obligations of this Subcontract shall continue as to work already performed and as to bona fide obliga tions assumed by Subcontractor prior to the date of termination. (c) Upon such termination Subcontractor shall be entitled to be paid the full value, calculated on the basis of the compensation provisions of this Subcontract, for all work properly done on the site by Subcontractor together with reasonable costs occasioned by .such termination and not previously paid for, less such sums as Subcontractor had already received on account of the work performed. If at the date of such termination Subcontractor has properly prepared or fabricated off the site any goods for subsequent incorporation at the site, and if Subcontractor delivers such* goods to the site or to such other place as the Con tractor shall reasonably direct, then Subcon tractor shall be paid for such goods or c materials. The foregoing amounts shall include a reasonable sum, under all of the circum stances, as profit for any work performed by Subcontractor. 24. PAYMENT: Subcontractor agrees to accept the compensation specified elsewhere in this Sub contract as full compensation for performing all work and services and furnishing all materials, supplies and equipment necessary for satisfactorily performing this Subcontract; for all loss or damage arising out of the nature of the work or from the action of the elements or from any unforeseen or unknown difficulties or obstructions which may arise or be encountered in the prosecution of the work until final acceptance; for all risks of every description connected with the work and for all expenses incurred by or in consequence of any suspension or discontinuance of the work except as may be otherwise provided elsewhere in this Sub contract. Unless otherwise specified in the Subcontract, pro gress payments shall be made to Subcontractor by Contractor as follows: At the end of each calendar month or as soon thereafter as practicable. Con- t^ctor shall estimate or cause to be estimated the re of the work performed hereunder by Subcon tractor. Such estimate shall be conclusive upon Subcontractor for the purpose of progress pay ments. Within ten (10) days after the making or Payments otherwise payable hereunder may be withheld, in whole or in part, by Contractor on account of (i) claims filed or reasonable evidence indicating the probability of filing thereof; (ii)the failure of Subcontractor to correct defective work manship or materials; (iii) the failure of Subcon tractor to cure any default in any of the conditions hereof to be performed by Subcontractor; (iv) the failure of Subcontractor to pay, satisfy or discharge any claim of Owner, Contractor or any person against Subcontractor arising out of or in any way connected with the work; or (v) a reasonable doubt that this Subcontract can be completed within the time specified or for the balance then unpaid. If the foregoing causes are removed to the satisfaction of Contractor, the withheld payments shall promptly be made. If the said causes are not promptly removed after written notice. Contractor may rectify the same at Sub contractor's expense, and deduct all costs and expenses incurred thereby from such withheld pay ments. If such withheld payments are insufficient to satisfy the same, or if any claim against Sub contractor shall be discharged by Contractor after final payment is made, Subcontractor and its surety or sureties, if any, shall promptly reimburse and pay t9 Contractor all costs and expenses incurred thereby, regardless of when such claim arose or whether such claim imposed a hen upon the work or the real property upon which the work is situated. Contractor may, as a condition precedent to any progress payment to Subcontractor, require Sub contractor to submit complete waivers and releases of any and all claims of any person, firm or corpor ation in connection with or in any way related to the performance of this Subcontract. Such releases must be submitted covering all such claims as a condition precedent to final payment. Within thirty-five (35) days following final acceptance of all work performed hereunder the amount then remaining due to Subcontractor shall be paid, provided, that Subcontractor shall have furnished Contractor and Owner with a release of all claims against Contractor and/or Owner arising under or by virtue of this Subcontract, except such claims, if any, as may with the consent of Con tractor and Owner be specifically excepted by Sub contractor from the operation of the release in stated amounts to be set forth therein. 3212-F (5-71) 6 of 6 002834 C' C EXHIBIT "B" INSURANCE AND BOND REQUIREMENTS 1. INSURANCE REQUIREMENTS: Unless otherwise specified in this Subcontract, the Subcontractor shall, at its sole expense, maintain in effect at all times during the performance of the Work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to Contractor. Prior to commencing under this Subcontract, Subcontractor shall furnish Con tractor with Certificates of Insurance as evidence that policies providing such coverages and limits of insurance are in full force and effect, which Certificates shall provide that not less than thirty (30) days advance notice will be given in writing to Contractor prior to cancellation, termination or alteration of said policies of insurance. Such notices shall be sent directly to Contractor's authorized representative as specified elsewhere in this Subcontract. Coverage: . (a) Workmen's Compensation Minimum Amounts and Limits Statutory requirements at location of Work (b) Employer's Liability To extent included under Workmen's Compensation insurance policy. (c) Comprehensive General Liability (i) Bodily Injury (ii) Property Damage Liability $250,000 each person $500,000 each occurrence $100,000 each occurrence (d) Comprehensive Automobile Liability ^ (i) Bodily Injury (ii) Property Damage Liability $100,000 each person $300,000 each occurrence $100,000 each occurrence The policy of insurance which affords Comprehensive General Liability shall contain a provision or endorsement stating that such insurance, subject to all of its other terms and conditions, applies to the liability assumed by Subcontractor under this Subcontract; any policy exclusions as to loss or damage to property caused by explosion or resulting from collapse of buildings or structures or damage to property underground, commonly referred to by insurers as the "XCU" hazards, are to be deleted. S.ioulo any of the Work be upon or contiguous to navigable bodies of water. Subcontractor shall also carry insurance covering its employees for benefits available under the Federal Longshoremen's and Harbor Workers' Act to the extent required by law Also, any watercraft used by Subcontractor shall be insured by the Comprehensive General Liability insurance or by equivalent insurance such as Protection and Indemnity Insurance. The foregoing requirements as to types, limits and Contractor's approval of insurance coverage to be maintained by Subcontractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Sub contractor under this Subcontract. 2. PERFORMANCE BOND AND PAYMENT BOND REQUIREMENTS: If specifically required in writing by Contractor. Subcontractor shall furnish to Contractor a Performance Bond and Payment Bond in the form shown in this Exhibit "B" and executed as surety by a corporation acceptable to Contractor and authorized to issue such bonds in the jurisdiction where the Work is to be performed. Such Performance Bond and Payment Bond shall each be for one hundred percent (100%) of the compensation payable to Subcontractor under this Subcontract. The cost of such bonds will be paid by Contractor separately from and in addition to. the Compensation specified in Section 5 of this Subcontract. mote: Owner and Contractor do not furnish Builders Risk Insurance for Subcontractor's V material, equipment or work completed. Reference paragraph 16 of General Terms and Conditions. 36i :?-n* is 002835 . I .. i y S/C 8633-M-70 HA EXHIBIT "C" c SPECIAL PROVISIONS 1. Subcontractor shall furnish Contractor with Certificates of Insurance evidencing coverage required herein. The certificates shall be mailed to each of the following addresses: Bechtel Corporation P.O. Box 2166 Houston, Texas Attn: Purchasing Department Bechtel Corporation P.O, Box NN Ingleside, Texas 78362 Attn: Mr. E. C. Gavagan 2. Invoices are to be submitted in quadruplicate to the following address: Bechtel Corporation P.O. Box NN Ingleside, Texas 78362 Attn: Mr. E.C. Gavagan Upon completion of work and prior to final payment, Subcontractor is to submit one (1) copy each of completed "Release of Mechanics Lien", Form HP-101 to both the Houston Office and Bechtel's Field Office. 3. COMPENSATION: Supplemental to Paragraph 5 of Subcontract the following price breakdown is for accounting purposes only: TASK 5-2 5-2 6 7 15 18 18 22 ~ 22 MATERIAL $ 161.00 4,722.00 14,384.00 10,497.00 431.00 332.00 15,659.00 42.00 1,372.00 $47,600.00 LABOR $ 118.00 3,477.00 13,218.00 8,213.00 552.00 246.00 11,587.00 28.00 916.00 $38,355.00 TOTAL $ 279,00 8,199.00 27,602.00 18,710.00 983.00 578.00 27,246.00 70.00 2,288.00 $85,955.00 ESTIMATED ' MAN-HOURS 12 346 1,359 844 57 30 1,188 4 105 3,945 COST CODE 024.050.659.08.5 024.050.681.08.5 042.060.681.08.5 042.070.681.08.5 045.150.681.08.5 050.180.543.08.5 050.190.542.08.5 110.220.533.08.5 110.220.513.08.5 The prices shown in this subcontract are firm until February 29, 1972. Any labor expended after the end of the normal work day on February 29 will be subject to escalation. The escalation shall be paid on the basis of the number of estimated hours per Task as detailed above, which estimated totals represent the maximum extent of escalation liability. The escalation shall re-imburse Subcontractor for any labor cost increase experienced over and above the basic mechanic's hourly unit used in this Subcontract as computed below: Total Direct Cost: Hourly rate including Fringe Benefits, Insurance and Taxes $8.237/Hr. 002836 c y 4> C I ( EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS 3. COMPENSATION (CONTINUED) Overhead Cost: 15.3% of Direct Cost Total Gross Cost Profit: 5% of Total Gross Costs Total Cost Per Hour S/C 8633-M-70-HA ' $1,260 9.497 .475 $9.972 The following are unit prices for additions to the scope of work. Deletions from the scope of work will be at the same rates less a multiplication factor of 0.2. The unit price for scaffolding, which is not a part of the insulation units, including erection and dismantling is $0.426/square foot of area in sulated per item. C ' Unit Prices: Vessels w/LW-25 Limpet THICKNESS 1" 1*5" 2 2V 3" PER SQUARE FOOT $1,027 1.446 1.860 2.275 2.689 There will be no "Move-In : Move-Out" charge made in the event of forced discontinuance of the project. C 002837 \_ "i C Subcontractor: A C & S, Incorporated 7310 Ardmore Houston, Texas Contact: Telephone: Owner: William 0. Dailey (713) 747-5530 Reynolds Metals Company Location of work: Gregory, Texas Bechtel Corporation Engineers--Constructors 3701 Kirby Drive Houston, Texas 77006 SUBCONTRACT Date: July 12, 1971 Subcontract No.: 8633-M-70 HA Issuing Office: Houston, Texas BECHTEL CORPORATION ("Contractor") and the above-named Subcontractor ("Subcontractor") hereby agree that the work specified below ("Work") shall be performed by Subcontractor in accord ance with all the provisions of this Subcontract. Subcontractor understands that the Work is a portion of the work and services to be performed by Contractor for the above-named Owner. Subcontractor represents that it has examined the location of the Work and is familiar with and has C satisfied itself as to the nature, location and amount of the Work, Subcontractor's access thereto and / ability to perform the same, the terms of this Subcontract and all incorporated documents as well as the quality, quantity and availability of labor, materials, equipment, facilities and other items required for performance of the Work and the climatic, physical and other conditions which may be encoun tered in the performance of the Work. 1. WORK TO BE PERFORMED: Except for the items specified in Section 3 hereof, Subcontractor shall supply and furnish at the locations where the Work is to be performed all plant, labor, materials, tools, supplies, equipment, transportation, supervision, technical, professional and other services to perform, and shall perform all operations necessary and required for the satisfactory performance and completion of the following Work: Insulate all vessel!1 and equipment in accordance with Material Requisition 8633-M-70, Rev. 1 and all attachments listed therein. 2. DOCUMENTS INCORPORATED: The following documents are by this reference in corporated into and made a part of this Subcontract and are referred to col lectively hereinafter as the "Subcontract Documents." o (a) Exhibit "A" - General Terms and Conditions (b) Exhibit "B" - Insurance and Bond Requirements (c) Exhibit "C" - Special Provisions (d) Exhibit "D" - Material Requisition 8633yM-7Q, Rev. 1 and all attach- ments listed therein. Reg. No. hou-309 002838 --------- ... ________________ ___________ ,, r, ___________________________rv. VM S/C 8633-M-70 HA 3. CONTRACTOR-FURNISHED ITEMS: Contractor will furnish to or for the use of the Subcontractor only the following items: See Paragraph 6,2 of Specification G-2, Rev. 1 4. TIME OF COMMENCEMENT AND COMPLETION: Subcontractor agrees to commence the Work on approximately July 12, 1971. Exact scheduling shall be as ap proved by Contractor's Construction Superintendent. Subcontractor agrees to complete the Work on or before February 29, 1972. 5... COMPENSATION: As full consideration for the satisfactory performance by Subcontractor of the Work, Contractor shall pay to Subcontractor the following compensation: The firm lump sum price of Eighty-five Thousand Nine Hundred Fifty-five Dollars and No Cents ($85,955.00) as set forth in your quotation dated July 6, 1971 signed by Mr. W.O. Dailey. 6. TERMS OF PAYMENT: See Paragraph 24 of Exhibit "A". APPROVE George M. Lenham Reynolds Metals Company IN WITNESS WHEREOF,' the parties hereto have executed this Subcontract as of the day and year first above written. CONTRACTOR: BECHTEL CORPORATION SUBCONTRACTOR: A C & S INCORPORATED By Ralph Childs Procurement Manager By 002839. EXHIBIT "A" GENERAL TERMS AND CONDITIONS 1. ENTIRE AGREEMENT: This Subcontract embodies the entire agreement between Contractor and Subcontractor. The parties shall not be bound by or bo liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amend ments or modifications of any of the terms and conditions hereof shall be valid unless reduced to writing. 2. CONTRACTUAL RELATIONSHIP: Subcon tractor represents that it is fully experienced and pro'perly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized and financed to per form such work, in the performance of this Sub contract, Subcontractor shall operate as an independent contractor and not as the agent of Contractor or Owner. 3. UNEMPLOYMENT INSURANCE, TAXES, CONTRIBUTIONS AND ASSESSMENTS: Sub contractor shall have full and exclusive liability for the payment of any and all taxes and contributions for unemployment insurance, old age retirement benefits, life pensions, annuities and similar bene fits which may now or hereafter be imposed by law or collective bargaining agreements with respect to persons employed by Subcontractor for perfor mance of the work under this Subcontract whether measured by wages, salaries or remuneration paid or otherwise. Subcontractor shall comply with all laws, statutes, rules and regulations applicable to the compensation paid to its employees, and shall maintain suitable forms, books of account and records. The compensation to be paid to Sub contractor includes, and Subcontractor shall be liable for and shall pay^nd shall indemnify, defend and save harmless Owner and Contractor from, all such taxes and contributions or any interest accrued and penalties imposed, and all taxes, excises, assessments and other charges levied by any government agency or authority on or because of the work performed hereunder, or any materials, equipment, services or supplies furnished or used in the performance of this Subcontract. 4. AUTHORIZED REPRESENTATIVES AND NOTICES: Subcontractor shall designate a competent superintendent to represent and act for the 'Subcontractor who shall have authority to make binding and enforceable decisions in the name of Subcontractor and to accept service of all notices which Contractor desires to serve, or which .are required by this Subcontract to be served, on Subcontractor. Subcontractor shall, upon com mencement of performance of this Subcontract, advise Contractor in writing of the name, address and telephone number (day and night) of such designated superintendent and of any change in such designation. Any notices provided for hereunder may be served personally on the superintendent of either party at the jobsite or by registered mail to the address of each party shown on the face hereof. 5. LAWS AND REGULATIONS - PERMITS: Subcontractor, its employees and representatives, shall at all times comply with all applicable laws, ordinances, statutes, rules or regulations including those relating to wages, hours, fair employment practices, anti-discrimination and safety and working conditions. Subcontractor shall procure and pay for all permits and inspections and shall furnish any bonds, security or deposits required to permit perfor mance of its work hereunder. 6. LABOR CONDITIONS: Subcontractor shall, to the extent permissible under federal law and any applicable state laws, comply with and be bound by such terms and conditions of Contractor's labor agreements as are applicable to the work, including, without limitation, the terms and pro visions of any such agreements concerning work rules and providing for the assignment of work or the settlement of jurisdictional disputes. Subcon tractor shall pay rates of wages and shall observe hours and conditions of labor equivalent to those paid and observed by Contractor and shall be subject to Contractor's approval. A copy of each of these agreements is available for inspection at the office of Contractor issuing this Subcontract. Sub contractor shall, if requested to do so by Con tractor, remove from the jobsite any employee whom Contractor determines to be incompetent or undesirable. Subcontractor agrees that if any portion of the work covered hereby is further subcontracted, such further subcontract shall be bound by and observe the provisions of this clause to the same extent as herein required by Subcon tractor, and that a copy of this clause imposing such obligations upon said subcontractor shall be included in any further subcontract. Subcontractor shall comply with and shall cooperate with Contractor in enforcing jobsite conditions which directly affect the performance 3212 -A (S-71) 1 of 6 002840, y of the work including but not limited to starling ment, materials, or processes, or to modify at its ' and quitting time, smoking regulations, check-in own expense sue!) infringing equipment, materials apd check-out procedures, jobsite safety rcgula- and processes so they become noninfringing, pro s and daily clean-up. 7. INDEMNITY: Subcontractor shall indem nify, defend and hold harmless Owner and Con tractor, and each of them from and against any and vided that such substituted and modified equip ment, materials and processes shall meet all the requirements and be subject to all the provisions of this Subcontract. all suits, actions, legal or administrative pro 10. WARRANTY: Unless specifically stated ceedings, claims, demands, damages, liabilities, otherwise in the Subcontract, Subcontractor interest, attorney's fees, costs and expenses of warrants all equipment, materials, and labor fur whatsoever kind or nature whether arising before nished or performed under this Subcontract, or after completion of the work hereunder and in against defective design (unless furnished by Owner any manner directly or indirectly caused, occa or Contractor), materials and workmanship for a sioned or contributed to in whole or in part, or period of eighteen (18) months from and after claimed to be caused, occasioned'or contributed to final acceptance under the Subcontract, or one (1) in whole or in part, by reason of any act, omission, year from and after final acceptance of the Project fault or negligence whether active or passive of as a whole by Owner whichever occurs sooner, Subcontractor, or of anyone acting under its regardless of whether the same were furnished or direction, control, or on its behalf in connection with or incident to the work performed under this Subcontract. Subcontractor's aforesaid indemnity and hold harmless agreement shall not be appli cable to any liability caused by the sole active negligence of Contractor or Owner. performed by Subcontractor or by any of its sub subcontractors of any tier. 'Upon receipt of written notice from Contractor or Owner of any defect in any such equipment, materials, or labor during the applicable warranty period, due to defective design, materials or workmanship, the 8. DAMAGES FOR SUBCONTRACTOR'S BREACH OF SUBCONTRACT: Subcontractor -dl pay Contractor an*y and all damages, interest, t jmey's fees, costs, losses and expenses of what soever kind or nature whether they arise before or after completion of the work hereunder arising out of any default under or breach by Subcontractor of the terms and conditions of this Subcontract. affected part or parts thereof shall be redesigned, repaired or replaced by Subcontractor who shall perform such tests as Contractor or Owner may require to verify that such redesign, repairs and replacements comply with the requirements of this Subcontract. All costs incidental to such redesign, repair, replacement and testing, including the re moval, replacement and reinstallation of equip ment and materials necessary to gain access, shall 9. PATENT INDEMNITY: Subcontractor shall be borne by Subcontractor. As to any defects in indemnify, defend and save harmless Owner, Con the Work which are so redesigned, repaired or tractor and their representatives respectively, from replaced, Subcontractor warrants such redesigned, and against all claims, losses, costs, damages, and repaired or replaced work against defective design, expenses, including attorney's fees, incurred by materials and workmanship for a period of Owner, Contractor, and their representatives, eighteen (18) months from and after the. date of respectively, as a result of or ig connection with acceptance thereof. Should Subcontractor fail to any claims or actions based upon infringement or promptly make the necessary redesign, repair, re alleged infringement of any patent and arising out placement and test. Contractor may perform or of the use of the equipment or materials furnished cause to be performed the same at Subcontractor's under the Subcontract by Subcontractor, or out of expense. Subcontractor and its surety or sureties, if the processes or actions employed by, or on behalf any, shall be liable for the satisfaction and full of-Subcontractor in connection with the perfor performance of the warranties as set forth herein. mance of the-work hereunder, and Subcontractor shall, at its sole expense, promptly defend against 11. NON-ASSIGNMENT: Any subletting, assign any such claim or action: provided that Owner or ment or hypothecation of this Subcontract, or any Contractor shall have notified Subcontractor upon portion of the work, or any amount due and becoming aware of such claims or actions, and payable hereunder, made by Subcontractor provided further that Subcontractor's aforemen- without prior written consent of Contractor /* ned obligations shall not apply to equipment, shall be void. If such subletting, assignment or V.jtcrials, or processes furnished or specified by hypothecation is attempted or made, Contractor Contractor or Owner. Subcontractor shall have the shall have the right, if it so elects and without right, in order to avoid such claims or actions, to prejudice to any other rights it may have, to substitute at its own expense noninfringing equip- withhold at any time thereafter, in whole or in y3212-0 (5*71) 2 of 6 002841 d I part, payments otherwise due to Subcontractor or damage results from the sole active negligence of until the final payment becomes due to Subcon Contractor. c tractor hereunder. 12. CHANGES: Contractor may at any time, in Subcontractor shall promptly take all precautions which are necessary and adequate against any writing, without notice to the surety or sureties, if conditions created during the progress of Subcon any, make any change in the work to be performed tractor's activities hereunder which involve a risk under this Subcontract. Subcontractor shall pro of bodily harm to persons or a risk of damage to ceed immediately with performance of the change any property. Subcontractor shall continuously and shall, within ten (10) days thereafter, if any inspect all work, materials and equipment to such change materially affects the cost or time of discover and determine any such conditions and performance of the Subcontract as a whole, submit shall be solely responsible for discovery, determina written notice of such effect on cost and time of tion and correction of any such conditions. Sub performance. If, as determined by Contractor, any contractor shall comply with all applicable safety such change materially affects said cost and time of standards, codes and regulations in the jurisdiction performance of the Subcontract as a whole, an where the work is being performed, and with the equitable adjustment shall be made. No change or Safety and Health Regulations for Construction adjustments to the Subcontract shall be binding issued by the Bureau of Labor Standards of the unless authorized in writing by the Contractor. U.S. Department of Labor. Subcontractor assumes all liability for its failure to comply with the pro 13. PERFORMANCE REQUIREMENTS: All visions of this paragraph". work hereunder shall be performed by Subcontrac tor at the times stated and in accordance with the 17. INSPECTION; REJECTION OF MATERIALS provisions of this Subcontract. Anything AND WORKMANSHIP; ACCEPTANCE: All mentioned in the specifications and not shown on materials and equipment furnished and work per the drawings or vice versa shall have effect as if formed in connection therewith shall at all times shown in both. In case of conflict or discrepancies be subject to inspection by Contractor or Owner. among the various Subcontract Documents the Subcontractor shall, at its own expense, provide matter shall be submitted immediately by Subcon safe and necessary facilities and all samples, docu tractor to Contractor for decision and such ments, drawings and lists necessary for such inspec decision shall be final. tion. Owner and Contractor shall be afforded full and free access to the shops, factories or places of 14. STANDARDS AND CODES: Wherever ref business of Subcontractor and its subcontractors erences are made in the Subcontract to standards and suppliers for such inspection and to determine or codes .in accordance with which work is to be the general condition and progress of the work. If performed or tested, it is to be understood that the Subcontractor covers all or any portion of the then current edition or revision of the standards or work prior to any inspection or test by Contractor codes shall apply, unless otherwise expressly set or Owner, the cost of any necessary uncovering forth. Unless otherwise specified, reference to such and replacing shall be borne by Subcontractor. standards or codes is solely for technical informa Neither the failure to make such inspection nor to tion. discover defective workmanship, materials, or 15. ORDER OF PERFORMANCE OF WORK : equipment nor approval of, or payment to, Sub Contractor, Owner, other contractors and subcon tractors may be working at the site during the performance of this Subcontract. Contractor re serves the right to direct Subcontractor to schedule contractor for such work, materials or equipment shall prejudice the rights of Owner or Contractor thereafter to correct or reject the same as herein after provided. the order of performance of its work in such If any material, equipment or workmanship is manner as not unreasonably to interfere with the determined by Owner or Contractor, either during performance of other work and services by Con performance of the work, on final inspection, or tractor, Owner or other contractors or subcontrac during any applicable warranty period, lo be de tors. fective or not complying with the requirements of 16. RESPONSIBILITY FOR WORK; PRECAU TIONS: Subcontractor shall be responsible for and shall bear any and all risk of loss of or damage to work in progress, all materials delivered to the -site and all materials and equipment until comple tion and final acceptance of the work to be performed under tins Subcontract, unless such loss this Subcontract, Contractor shall notify Sub contractor in writing that such material, equipment or work is rejected. Thereupon, Subcontractor shall, at its own expense, immediately remove and replace or correct such defective material, equip ment or work by making the same comply strictly with all requirements therefor. 3212-C (S-71) 3 of 6 002842 y I As soon ns practicable after completion of all work hereunder, inspection and tests will be made by Contractor or Owner. When such inspection and .sts have proven that the work is in accordance with the requirements of this Subcontract, Con tractor shall notify Subcontractor in writing of final acceptance of its work under this Subcon tract. 18. EXPEDITING: The equipment and material furnished under this Subcontract shall be subject to expediting by Contractor or its representatives. Contractor's personnel shall be allowed reasonable access to Subcontractor's plants, and those of its sub-suppliers, for expediting purposes. As required by Contractor, Subcontractor shall supply sched ules and progess reports for Contractor's use in expediting. 19. REMOVAL OF DEBRIS AND WASTE MA TERIAL: During performance of the Subcontract and upon termination or completion thereof, Sub contractor shall remove all debris and waste material and keep and leave the site in a condition satisfactory to Contractor. 20. EXTENSION OF TIME - SUBCONTRAC TOR'S WAIVER OF DAMAGES FOR DELAY: If Subcontractor's performance of this Subcontract ( delayed by any condition beyond the control arid without the fault or negligence of Subcontrac tor and which was not foreseeable by Subcontrac tor at the time this Subcontract was entered into, Subcontractor shall, within seven (7) days of the commencement of any sucli delay, give to Con tractor written notice thereof and of the anticipated results thereof. Within seven (7) days after the termination of any such delay, Subcon tractor shall file a written notice with Contractor specifying the actual duration of the delay. Failure to give either of the above notices shall be sufficient ground for denial of an extension of time. If Contractor determines that the delay was beyond the control and without the fault or negli gence of Subcontractor and not foreseeable by Subcontractor at the lime this Subcontract was entered into. Contractor shall determine the duration of the delay and shall extend the time of performance of this Subcontract accordingly. Subcontractor shall not be entitled to, and hereby expressly waives recovery of any damages suffered by reason of the delays herein contemplated and extension of time shall constitute Subcontractor's Cole remedy for such delays. .(.SUSPENSION: The Contractor may, at its sole option, by notice in writing to the Subcontrac tor, suspend at any time the performance of all or any portion of work to be performed under the Subcontract. Upon such notice of suspension of work, the Subcontractor agrees to permit the Contractor to designate the amount and type of plant, labor and equipment in such a manner as to minimize costs associated with suspension. Upon receipt of any such notice, the Subcontrac tor shall, unless the notice requires otherwise: (i) immediately discontinue work on the date and to the extent specified in the notice; (ii) place no further orders or subcontracts for material, sendees, or facilities with respect to suspended work other than to the extent required in the notice; (iii) promptly make every reasonable effort to obtain suspension, upon terms satisfactory to the Contractor, of all orders, subcontracts and rental agreements to the extent they relate to performance of work suspended, and, (iv) unless otherwise specifically stated in the notice, the Subcontractor shall continue to protect and maintain the work theretofore completed, including those portions on which work has been suspended. As full compensation for sucli suspension the Sub contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, to the extent that such costs directly result from such suspension of work. (i) A standby charge to be paid to the Sub contractor during the period of suspension of work, which standby charge shall be sufficient to compensate the Subcontractor for keeping, to the extent required in the notice, its organi zation and equipment committed to the work site in a standby status; (ii) all reasonable costs associated with demobilization of the Subcontractor's plant, forces and equipment; (iii) an equitable amount to reimburse the Sub contractor for the cost of maintaining and protecting that portion of the work upon which activities have been suspended; Upon receipt of notice to resume suspended work, the Subcontractor shall immediately resume work on the suspended work to the extent required in the notice. If as a result of any such suspension of work the cost to the Subcontractor of sub sequently performing work is increased or de creased, atV'equitable adjustment will be made in the cost of performing the remaining portion of work. Any claim on the part of the Subcontractor for extension of time shall be made in accordance with the appropriate provisions of this Subcon tract. Within ten (10) calendar days after receipt of 3212-0 {5-71) 4 of 6 002 Qp .`> A 'notice to resume work, the Subcontractor shell notice to Subcontractor, terminate Subcontractors submit for review a revised construction schedule. right lo proceed with the work or such part of the No compensation or extension of time shall be work as to which such defaults have occurred. In grunted if suspension results from Subcontractor's the event of such termination, Contractor may non-compliance with the requirements of this Sub enter upon the premises and into places of manu contract. facture of Subcontractor's suppliers and, for the 22. PROGRESS: Subcontractor shall provide and use on any work only such construction plant and equipment as arc capable of producing the quality and quantity of work and materials required by the Subcontract and within the time ortimes specified. Upon written order of the Contractor the Subcon tractor shall promptly remove unsatisfactory equipment and facilities from the. site and shall discontinue operation of unsatisfactory plant. purpose of completing the work or enforcing these provisions, lake possession of all materials, equip ment, tools and appliances thereon belonging to or under the control of Subcontractor and may use them or may finish the work by whatever method it may deem expedient including the hiring of another Subcontractor or Subcontractors under such form of subcontract as Contractor may deem advisable, or Contractor may itself provide any labor or materials and perform any part of the ThC'Subcontraetor shall cave the Contractor full work. In such case Subcontractor shall not be information in advance as to its plans for carrying entitled to receive any further payment until the on each part of work. If at any time during the work is completed. If the unpaid balance of progress of work, the Subcontractor's actual pro Subcontractor's compensation hereunder shall gress appears to the Contractor to be inadequate to exceed the sum of the'expense of finishing the meet the requirements of the Subcontract, the work plus compensation for additional managerial Contractor may notify the Subcontractor of such and administrative services and such other costs imminent or actual non-compliance with the Sub and damages as Contractor may suffer, such excess contract. The Subcontractor shall thereupon take shall be paid to Subcontractor. If such expense, such steps as may be necessary to improve its compensation, costs, and damages shall exceed progress and the Conlractor may require an in such unpaid balance. Subcontractor and its crease in the labor force, the number of shifts, sureties, if any, shall be liable for and shall pay, the and/or overtime operations, days of work and/or excess to Contractor. Failure of Contractor to the amount of construction plant all without addi exercise any of its rights hereunder shall not excuse tional cost to the Contractor. Neither such notice Subcontractor from compliance with the pro by the Contractor nor the Contractor's failure to visions of this Subcontract nor prejudice rights of issue such notice shall relieve the Subcontractor Contractor to recover damages for such default. from its obligation to achieve the quality of work and rale of progress required by the Subcontract. (ii) Contractor may, as its option, terminate this Subcontract in whole, or from time to time in part, Failure of the Subcontractor to comply with the at any time by written notice thereof to the Sub instructions of the Contractor under these pro contractor, whether or not Subcontractor is in visions may be grounds for determination by the default. Upon any such termination Subcontractor Contractor that the Subcontractor is not prosecu agrees to waive any claims for damages, including ting its work with such diligence as will assure loss of anticipated profits, on account thereof, and completion within the tynes specified. Upon such agrees that the sole remedy of Subcontractor is to determination, the Contractor may terminate the receive payment in accordance with Subparagraph Subcontractor's right to proceed with the perfor (c) below. The provisions of this Subcontract, mance of the Subcontract, or any separable part which by their nature survive final acceptance of thereof, in accordance with the applicable pro the work hereunder, shall remain in full force and visions of this Subcontract. effect after such termination to the extent pro 23. TERMINATION: (i) Should Subcontractor vided in such provisions. at any lime refuse or neglect to supply sufficient (a) Upon receipt of any such notice, Subcon properly skilled workmen or materials of the tractor shall, unless the notice directs other proper quality or quantity, or equipment necessary wise, immediately discontinue work on the properly lo perform the work hereunder, or fail in date and to the extent specified in the notice; any respect to prosecute the work hereunder or place no further orders or subcontracts for any portion thereof with promptness, diligence or . materials, equipment, services, or facilities, in accordance with any of the provisions set forth except as may be necessary for completion of herein, or go into liquidation other than as part of such portion of the work as is not discon a" corporate reorganization or enter into composi tinued; promptly make every reasonable effort tion with its creditors or become insolvent, Con to procure cancellation upon terms satisfac lractor may, upon forty-eight (48) hours' written tory to Contractor of aH orders, subcontracts 3212-r: (5-71) of 6 002844 i and rental agreements to the extent they relate to the performan.ee of wrok discontinued and rshall thereafter do only such work as may be necessary to preserve and protect work already in progress and to protect materials, plant, and equipment at the site- or in transit thereto. (b) Upon such termination the obligations of this Subcontract shall continue as to work already performed and as to bona fide obliga tions assumed by Subcontractor prior to the date of termination. (c) Upon such termination Subcontractor shall be entitled to be paid the full value, calculated on the basis of the compensation provisions of this Subcontract, for all work properly done on the site by Subcontractor together with reasonable costs occasioned by such termination and not previously paid for, less such sums as Subcontractor had already received on account of the work performed. If at the date of such termination Subcontractor has propei ly prepared or fabricated off the site any goods for subsequent incorporation at the site, and if Subcontractor delivers such goods to the site or to such other place as the Con tractor shall reasonably direct, then Subcon tractor shall be paid for such goods or materials. The foregoing amounts shall include a reasonable sum, under all of the circumstances, as profit for any work performed by Subcontractor. 24. PAYMENT: Subcontractor agrees to accept the compensation specified elsewhere in this Sub contract as full compensation for performing all work and services and furnishing all materials, supplies and equipment necessary for satisfactorily performing this Subcontract; for all loss or damage arising out of the nature of the work or from the action of the elements or from any unforeseen or unknown difficulties or obstructions which may arise or be encountered in till prosecution of the work until final acceptance; for all risks of every description connected with the work and for all expenses incurred by or in consequence of any suspension or discontinuance of the work except as may be otherwise provided elsewhere in this Sub contract. Unless otherwise specified in the Subcontract, pro gress payments shall be made to Subcontractor by Contractor as follows: At the end of each calendar month or as soon thereafter as practicable. Con tractor shall estimate or cause to be estimated the alue of the work performed hereunder by Subcon tractor. Such estimate shall be conclusive upon Subcontractor for the purpose of progress pay ments. Within ten (10) days after the making or receipt and approval by Contractor of suclr estimate and upon receipt and approval of Subcon tractor's invoice, Contractor shall pay to Subcon tractor ninety (90) percent of such amount less the aggregate of all payments previously made or credited to Subcontractor. Payments otherwise payable hereunder may be withheld, in whole or in part, by Contractor on account of (i) claims filed or reasonable evidence indicating the probability of filing thereof; (ii) the .failure of Subcontractor to correct defective work manship or materials; (iii) the failure of Subcon tractor to cure any default in any of the conditions hereof to be performed by Subcontractor; (iv) the failure of Subcontractor to pay, satisfy or discharge any claim of Owner, Contractor or any person against Subcontractor arising out of or in any way. connected with the work; or (v) a reasonable doubt that this Subcontract can be completed within the time specified or for the balance then unpaid. If the -foregoing causes are removed to the satisfaction of Contractor, the withheld payments shall promptly be made. If the said causes are not promptly removed after written notice. Contractor may rectify the same at Sub contractor's expense, and deduct all costs and expenses incurred thereby from such withheld pay ments. If such withheld payments are insufficient to satisfy the same, or if any claim against Sub contractor shall be discharged by Contractor after final payment is made, Subcontractor and its surety or sureties, if any, shall promptly reimburse and pay to Contractor all costs and expenses incurred thereby, regardless of when such claim arose or whether such claim imposed a lien upon the work or the real property upon which the work is situated. Contractor may, as a condition precedent to any progress payment to Subcontractor, require Sub contractor to submit complete waivers and releases of any and all claims of any person, firm or corpor ation in connection with or in any way related to the performance of this Subcontract. Such releases must be submitted covering all such claims as a condition precedent to final payment. Within thirty-five (35) days following final acceptance of all work performed hereunder the amount then remaining due to Subcontractor shall be paid, provided, that Subcontractor shall have furnished Contractor and Owner with a release of all claims against Contractor and/or Owner arising under or by virtue of this Subcontract, except such claims, if any, as may with the consent of Con tractor and Owner be specifically excepted by Sub contractor from the operation of the release in stated amounts to be set fortli therein. 3212-F (5-71) 6 of 6 002845 J .11 * EXHIBIT "B" INSURANCE AND BOND REQUIREMENTS 1. INSURANCE REQUIREMENTS: Unless otherwise specified in this Subcontract, the Subcontractor shall, at its sole expense, maintain in effect at all times during the performance ot the Work insurance coverages with limits not less than those set forth below with insurers and under lorms of policies satisfactory to Contractor. Prior to commencing under this Subcontract, Subcontractor shall furnish Con tractor with Certificates of Insurance as evidence that policies providing such coverages and limits of insurance are in full force and effect, which Certificates shall provide that not less than thirty (30) days advance notice will be given in writing to Contractor prior to cancellation, termination or alteration of said policies of insurance. Such notices shall be sent directly to Contractor's authorized representative as specified elsewhere in this Subcontract. Coverage; Minimum Amounts and Limits (a) Workmen's Compensation Statutory requirements at location of Work (b) Employer's Liability To extent included under Workmen's Compensation Insurance policy. (c) Comprehensive General Liability (i) Bodily Injury (ii) Property Damage Liability $250,000 each person $500,000 each occurrence $100,000 each occurrence (d) Comprehensive Automobile Liability (i) Bodily Injury (ii) Property Damage Liability $100,000 each person $300,000 each occurrence $100,000 each occurrence The policy of insurance which affords Comprehensive General Liability shall contain a provision or endorsement stating that such insurance, subject to all of its other terms and conditions, applies to the liability assumed by Subcontractor under this Subcontract: any policy exclusions as to loss or damage to property caused by explosion or resulting from collapse of buildings or structures or damage to property underground, commonly referred to by insurers as the "XCU" hazards, are to be deleted. Snoula any of the Work be upon or contiguous to navigable bodies of water. Subcontractor shall also carry insurance covering its employees for benefits avaifable under the Federal Longshoremen's and Harbor Workers' Act to the extent required by law Also, any watercraft used by Subcontractor shall be insured by the Comprehensive General Liability insurance or by equivalent insurance such as Protection and Indemnity Insurance. The foregoing requirements as to types, limits and Contractor's approval of insurance coverage to be maintained by Subcontractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Sub contractor under this Subcontract. 2. PERFORMANCE BOND AND PAYMENT BOND REQUIREMENTS: If specifically required in writing by Contractor, Subcontractor shall iurnish to Contractor a Performance Bond and Payment Bond in the-form shown in this Exhibit "B" and executed as surety by a corporation acceptable to Contractor and authorized to issue such bonds in the jurisdiction where the Work is to be performed. Such Performance Bond and Payment Bond shall each be for one hundred percent (100%) of the compensation payable to Subcontractor under this Subcontract. The cost of such bonds will be paid by Contractor separately from and in addition to, the Compensation specified in Section 5 of this Subcontract. NOTE: Owner and Contractor do not furnish Builders Risk Insurance for Subcontractor's material, equipment or work completed. Reference paragraph 16 of General Terms and Conditions. 002846 EXHIBIT "C" SPECIAL PROVISIONS 1. SubcontracCor shall furnish Contractor with Certificates of Insurance evidencing coverage required herein, The certificates shall be mailed to each of the following addresses: Bechtel Corporation P.0. Box 2166 Houston, Texas Attn: Purchasing Department Bechtel Corporation P.0. Box NN Ingleside, Texas 78362 Attn: Mr. E. C. Gavagan 2. ' Invoices are to be submitted in quadruplicate to the following address: Bechtel Corporation P.0. Box NN Ingleside, Texas 78362 Attn: Mr. E.C. Gavagan Upon completion of work and prior to final payment. Subcontractor is to submit one (1) copy each of completed "Release of Mechanic's Lien", Form HP-101 to both the Houston Office and Bechtel's Field Office, 3. COMPENSATION: Supplemental to Paragraph 5 of Subcontract the following price breakdown is for accounting purposes only: TASK 5-2 5-2 6 7 15 18 18 22 22 MATERIAL $ 161.00 4,722.00 14,384.00 10,497.00 431.00 332.00 15,659.00 42.00 1,372.00 $47,600.00 LABOR $ 118.00 3,477.00 13,218.00 8*213.00 552.00 246.00 11,587.00 28.00 916.00 $38,355.00 TOTAL $ 279 -.00 8,199.00 27,602.00 .18,710.00 983.00 578.00. 27,246.00 70.00 2,288.00 $85,955.00 ESTIMATED ' MAN-HOURS 12 346 1,359 844 57 30 1,188 4 105 3,945 COST CODE 024.050.659.08.5 024.050.681.08.5 042.060.681.08.5 042.070.681.08.5 045.150.681.08.5 050.180.543.08.5 050.190.542.08.5 110.220.533.08.5 110.220.513.08.5 The prices shown in this subcontract are firm until February 29, 1972. Any labor expended after the end of the normal work day on February 29 will be subject to escalation. The escalation shall be paid on the basis of the number of estimated hours per Task as detailed above, which estimated totals represent the maximum extent of escalation liability. The escalation shall re-imburse Subcontractor for any labor cost increase experienced over and above the basic mechanic's hourly unit used in this Subcontract as computed below: Total Direct Cost: Hourly rate including Fringe Benefits|"Insurance and Taxes $8.237/Hr, 005847 EXHIBIT "C" (CONTINUED) C * SPECIAL PROVISIONS 3. COMPENSATION (CONTINUED) Overhead Cost: 15.3% of Direct Cost Total Gross Cost Profit: 5% of Total Gross Costs Total Cost Per Hour S/C 8633-M-70-HA $1.260 9.497 .475 $9.972 The following are unit prices for additions to the scope of work. Deletions from the scope of work will be at the same rates less a multiplication factor of 0.2. The unit price for scaffolding, which is not a part of the insulation units, including erection and dismantling is $0.426/square foot of area in sulated per item. Unit Prices: Vessels w/LW-25 Limpet THICKNESS 1" IV 2 2H" -a" PER SQUARE FOOT $1,027 1.446 1.860 2.275 2.689 There will be no "Move-In : Move-Out" charge made in the event of forced discontinuance of the project. 002848 ? Subcontractor: Thorpe Insulation Company P.0. Box 4772 Corpus Christi, Texas 78408 Contact: Telephone: W.D. Leonard (512) 882-3671 Owner: Reynolds Metals Company Location of work: Gregory, Texas bechtel Corporation Engineers--Constructors 3701 Kirby Drive Houston, Texas 77006 SUBCONTRACT Date: July 12, 1971 Subcontract No.: 8633-M-70 HBC Issuing Office: Houston, Texas BECHTEL CORPORATION ("Contractor") and the above-named Subcontractor ("Subcontractor") hereby agree that the work specified below ("Work") shall be performed by Subcontractor in accord ance with ail the provisions of this Subcontract. Subcontractor understands that the Work is a portion of the work and services to be performed by Contractor for the above-named Owner. Subcontractor represents that it has examined the location of the Work and is familiar with and has satisfied itself as to the nature, location and amount of the Work, Subcontractor's access thereto and ability to perform the same, the terms of this Subcontract and all incorporated documents as well as the quality, quantity and availability of labor, materials, equipment, facilities and other items required for performance of the Work and the climatic, physical and other conditions which may be encoun tered in the performance of the Work. 1. WORK TO BE PERFORMED: Except for the items specified in Section 3 hereof. Subcontractor shall supply and furnish at the locations where the Work is to be performed all plant, labor, materials, fools, supplies, equipment, transportation, supervision, technical, professional and other services to perform, and shall perform all operations necessary and required for the satisfactory performance and completion of the following Work: Insulate all piping in accordance with Material Requisition 8633-M-70, Rev.\l and all attachments listed therein. 2. DOCUMENTS INCORPORATED: The following documents are by this reference in corporated into and made a part of this Subcontract and are referred to collec tively hereinafter as the "Subcontract Documents." (a) Exhibit "A" - General Terms and Conditions' (b) Exhibit "B" - Insurance and Bond Requirements (c) Exhibit "C" - Special Provisions (d) Exhibit "D" - Material Requisition 8633-M-70, Rev. 1 and all attachments listed therein. Reg. No. HOU-312 . _ * ~`i `V. ''fir * 002849 S/C 8633-M-70 HBC 3. CONTRACTOR-FURNISHED ITEMS: Contractor will furnish to or for the use of the Subcontractor only the following items: See Paragraph 6,2 of Specification G-2, Rev. 1 4. TIKE OF COMMENCEMENT AND COMPLETION: Subcontractor agrees to commence the Work on approximately July 12, 1971. Exact scheduling shall be as approved by Contractor's Construction Superintendent. Subcontractor agrees to complete the Work on or before February 29, 1972. 5. COMPENSATION: As full consideration for the satisfactory performance by the. Subcontractor of the Work, Contractor shall pay to Subcontractor the fol lowing compensation: The firm lump sum price of Sixty Thousand Four Hundred Two Dollars and No Cents ($60,402.00) as set forth in your quotation of May 28, 1971 signed by Mr. W.D. Leonard. 6. TERMS OF PAYMENT: See Paragraph 24 of Exhibit "A". APPRO George M. Lenham Reynolds Metals Company IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of _ the day and year first above written. CONTRACTOR BECHTEL CORPORATION SUBCONTRACTOR THORPE INSULATION COMPANY 002850 EXHIBIT "A" GENERAL TERMS AND CONDITIONS 1. ENTIRE AGREEMENT: This Subcontract embodies the entire agreement between Contractor and Subcontractor. The parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein. No changes, amend ments or modifications of any of the- terms and conditions hereof shall be valid unless reduced to writing. 2. CONTRACTUAL RELATIONSHIP: Subcon tractor represents that it is fully experienced and properly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized and financed to per form such work. In the performance of this Sub contract, Subcontractor shall operate as an independent contractor and not as the agent of Contractor or Owner. 3. UNEMPLOYMENT INSURANCE, TAXES, CONTRIBUTIONS AND ASSESSMENTS: Sub contractor shall have full and exclusive liability for the payment of any and all taxes and contributions for unemployment insurance, old age retirement benefits, life pensions, annuities and similar bene fits which may now or hereafter be imposed by law or collective bargaining agreements with respect to persons employed by Subcontractor for perfor mance of the work under this Subcontract whether measured by wages, salaries or remuneration paid or otherwise. Subcontractor shall comply with all laws, statutes, rules and regulations applicable to the compensation paid to its employees, and shall maintain suitable forms, books of account and records. The compensation to be paid to Sub contractor includes, and Subcontractor shall be liable for and shall pay and shall indemnify, defend and save harmless Owner and Contractor from, all such taxes and contributions or any interest accrued and penalties imposed, and all taxes, excises, assessments and other charges levied by any government agency or authority on or because of the work performed hereunder, or any materials, equipment, services or supplies furnished or used in the performance of this Subcontract. 4. AUTHORIZED REPRESENTATIVES AND NOTICES: Subcontractor shall designate a competent superintendent to represent and act for the Subcontractor who shall have authority to make binding and enforceable decisions in the ..name of Subcontractor and to accept service of all notices which Contractor desires to serve, or which are required by this Subcontract to be served, on Subcontractor. Subcontractor shall, upon com mencement of performance of this Subcontract, advise Contractor in writing of the name, address and telephone number (day and night) of such designated superintendent and of any change in such designation. Any notices provided for hereunder may be served personally on the superintendent of either party at the jobsite or by registered mail to the address of each party shown on the face hereof. 5. - LAWS AND REGULATIONS - PERMITS: Subcontractor, its employees and representatives, shall at all times comply with all applicable laws, ordinances, statutes, rules or regulations including those relating to wages, hours, fair employment practices, anti-discrimination and safety and working conditions. Subcontractor shall procure and pay for all permits and inspections and shall furnish any bonds, security or deposits required to permit perfor mance of its work hereunder. 6. LABOR CONDITIONS: Subcontractor shall, to the extent permissible under federal law and any applicable state laws, comply with and be bound by such terms and conditions of Contractor's labor agreements as are applicable to the work, including, without limitation, the terms and pro visions of any such agreements concerning work rules and providing for the assignment of work or the settlement of jurisdictional disputes. Subcon tractor shall pay rates of wages and shall observe hours and conditions of labor equivalent to those paid and observed by Contractor and shall be subject to Contractor's approval. A copy of each of these agreements is available for inspection at the office of Contractor issuing this Subcontract. Sub contractor shall, if requested to do so by Con tractor, remove from the jobsite any employee whom Contractor determines to be incompetent or undesirable. Subcontractor agrees that if any portion of the work covered hereby is further subcontracted, such further subcontract shall be bound by and observe the provisions of this clause to the same extent as herein required by Subcon tractor, and that a copy of this clause imposing such obligations upon said subcontractor shall be included in any further subcontract. Subcontractor shall comply with and shall cooperate with Contractor in enforcing jobsite conditions which directly affect the performance 3212 A (5-71) 1 of 6 002851/ of the work including but not limited to starting ment, materials, or processes, or to modify at its and quitting time, smoking regulations, check-in own expense such infringing equipment, materials nd check-out procedures, jobsite safety regula- and processes so they become noninfringing, pro c ons and daily clean-up. 7. INDEMNITY: Subcontractor shall indem nify, defend and hold harmless Owner and Con tractor, and each of them from and against any and vided that such substituted and modified equip ment, materials and processes shall meet all the requirements and be subject to all the provisions of this Subcontract. all suits, actions, legal or administrative pro 10. WARRANTY: Unless specifically stated ceedings, claims, demands, damages, liabilities, otherwise in the Subcontract, Subcontractor interest, attorney's fees, costs and expenses of warrants all equipment, materials, and labor fur whatsoever kind or nature whether arising before nished or performed under this Subcontract, or after completion of the work hereunder and in against defective design (unless furnished by Owner any manner directly or indirectly caused, occa or Contractor), materials and workmanship for a sioned or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of Subcontractor, or of anyone acting under its direction, control, or on its behalf in connection with or incident to the work performed under this Subcontract. Subcontractor's aforesaid indemnity and hold harmless agreement shall not be appli cable to any liability caused by the sole active negligence of Contractor or Owner. period of eighteen (18) months from and after final acceptance under the Subcontract, or one (1) year from and after final acceptance of the Project as a whole by Owner whichever occurs sooner, regardless, of whether the same were furnished or performed by Subcontractor or by any of its subsubcontractors of - any tier; Upon receipt of written notice from Contractor or Owner of any defect in any such equipment, materials, or labor during the applicable warranty period, due to defective design, materials or workmanship, the 8. DAMAGES FOR SUBCONTRACTOR'S BREACH OF SUBCONTRACT: Subcontractor shall pay Contractor any and all damages, interest, f \tomey's fees, costs, losses and expenses of whatVsdever kind or nature whether they arise before or after completion of the work hereunder arising out of any default under or breach by Subcontractor of the terms and conditions of this Subcontract. affected part or parts thereof shall be redesigned, repaired or replaced by Subcontractor who shall perform such tests as Contractor or Owner may require to verify that such redesign, repairs and replacements comply with the requirements of this Subcontract. All costs incidental to such redesign, repair, replacement and testing, including the re moval, replacement and reinstallation of equip ment and materials necessary to gain access, shall 9. PATENT INDEMNITY: Subcontractor shall be borne by Subcontractor. As to any defects in . indemnify, defend and save harmless Owner, Con the Work which are so redesigned, repaired or tractor and their representatives respectively, from replaced, Subcontractor warrants such redesigned, and against all claims, losses, costs, damages, and repaired or replaced work against defective design, expenses, including attorney's fees, incurred by materials and workmanship for a period of Owner, Contractor, and their representatives, eighteen'(18) months from and after the date of -respectively, as a result of or in connection with acceptance thereof. Should Subcontractor fail to any claims or actions based upon infringement or promptly make the necessary redesign, repair, re alleged infringement of any patent and arising out placement and test, Contractor may perform or of the use of the equipment or materials furnished cause to be performed the same at Subcontractor's under the Subcontract by Subcontractor, or out of expense. Subcontractor and its surety or sureties, if the processes or actions employed by, or on behalf any, shall be liable for the satisfaction and full of Subcontractor in connection with the perfor performance of the warranties as set forth herein. mance of the work hereunder, and Subcontractor shall, at its sole expense, promptly defend against 11. NON-ASSIGNMENT: Any subletting, assign any such claim or action; provided that Owner or ment or hypothecation of this Subcontract, or any Contractor shall have notified Subcontractor upon portion of the work, or any amount due and becoming aware of such claims or actions, and payable hereunder, made by Subcontractor provided further that Subcontractor's aforemen without the prior written consent of Contractor tioned obligations shall not apply to equipment, shall be void. If such subletting, assignment or ( aterials, or processes furnished or specified by hypothecation is attempted or made, Contractor '`-Contractor or Owner. Subcontractor shall have the shall have the right, if it so elects and without right, in order to avoid such claims or actions, to prejudice to any other rights it may have, to substitute at its own expense noninfringing equip withhold at any time thereafter, in whole or in 3212-6 (5-71) 2 of 6 oo part, payments otherwise due to Subcontractor or damage results from the sole active negligence of c until the final payment becomes due to Subcon tractor hereunder. Contractor. Subcontractor shall promptly take all precautions 12. CHANGES: Contractor may at any time, in which are necessary and adequate against any writing, without notice to the surety or sureties, if conditions created during the progress of Subcon any, make any change in the work to be performed tractor's activities hereunder which involve a risk under this Subcontract. Subcontractor shall pro of bodily harm to persons or a risk of damage to ceed immediately with performance of the change any property. Subcontractor shall continuously and shall, within ten (10) days thereafter, if any inspect all work, materials and equipment to such change materially affects the cost or time of discover and determine any such conditions and performance of the Subcontract as a whole, submit shall be solely responsible for discovery, determina written notice of such effect on cost and time of tion and correction of any such conditions. Sub performance. If, as determined by Contractor, any contractor shall comply with all applicable safety such change materially affects said cost and time of standards, codes and regulations in the jurisdiction performance of the. Subcontract as a whole, an where the work is being performed, and with the equitable adjustment shall be made. No change or Safety and Health Regulations for Construction adjustments to the Subcontract shall be binding issued by the Bureau of Labor Standards of the unless authorized in writing by the Contractor. U.S. Department of Labor. Subcontractor assumes all liability for its failure to comply with the pro 13. PERFORMANCE REQUIREMENTS: All visions of this paragraph. work hereunder shall be performed by Subcontrac tor at the times stated and in accordance with the 17. INSPECTION; REJECTION OF MATERIALS provisions of this Subcontract. Anything AND WORKMANSHIP; ACCEPTANCE: All mentioned in the specifications and not shown on materials and equipment furnished and work per the drawings or vice versa shall have effect as if formed in connection therewith shall at all times shown in both. In case of conflict or discrepancies be subject to inspection by Contractor or Owner. among the various Subcontract Documents the Subcontractor shall, at its own expense, provide matter shall be submitted immediately by Subcon safe and necessary facilities and all samples, docu tractor to Contractor for decision and such ments, drawings and lists necessary for such inspec decision shall be final. tion. Owner and Contractor shall be afforded full and free access to the shops, factories or places of 14. STANDARDS AND CODES: Wherever ref business of Subcontractor and its subcontractors erences are made in the Subcontract to standards and suppliers for such inspection and to determine or codes in accordance with which work is to be the general condition and progress of the work. If performed or tested, it is to be understood that the Subcontractor covers all or any portion of the then current edition or revision of the standards or work prior to any inspection or test by Contractor codes shall apply, unless otherwise expressly set or Owner, the cost of any necessary uncovering forth. Unless otherwise specified, reference to such and replacing shall be borne by Subcontractor. standards or codes is solely for technical informa Neither the failure to make such inspection nor to tion. discover defective workmanship, materials, or 15. ORDER OF PERFORMANCE OF WORK : Contractor, Owner, other contractors and subcon tractors may be working at the site during the performance of this Subcontract. Contractor re serves the right to direct Subcontractor to schedule equipment nor approval of, or payment to. Sub contractor for such work, materials or equipment shall prejudice the rights of Owner or Contractor thereafter to correct or reject the same as herein after provided. the order of performance of its work in such If any material, equipment or workmanship is manner as not unreasonably to interfere with the determined by Owner or Contractor, either during performance of other work and services by Con performance of the work, on final inspection, or tractor, Owner or other contractors or subcontrac during any applicable warranty period, to be de tors. fective or not complying with the requirements of 16. RESPONSIBILITY FOR WORK; PRECAU TIONS: Subcontractor shall be responsible for and shall bear any and all risk of loss of or damage to work in progress, all materials delivered to the site and all materials and equipment until comple tion and final acceptance of the work to be performed under this Subcontract, unless such loss this Subcontract, Contractor shall notify Sub contractor in writing that such material, equipment or work is rejected. Thereupon, Subcontractor shall, at its own expense, immediately remove and replace or correct such defective material, equip ment or work by making the same comply strictly with all requirements therefor. 3212-C (5-71) 3 of 6 002853 J __ As soon as practicable after completion of all work Subcontract. Upon such notice of suspension of hereunder, inspection and tests will be made by work, the Subcontractor agrees to permit the -Contractor or Owner. When such inspection and Contractor to designate the amount and type of ests have proven that the work is in accordance plant, labor and equipment in such a manner as to with the requirements of this Subcontract, Con minimize costs associated with suspension. tractor shall notify Subcontractor in writing of final acceptance of its work under this Subcon tract. 18. EXPEDITING: The equipment and material furnished under this Subcontract shall be subject to expediting by Contractor or its representatives. Contractor's personnel shall be allowed reasonable access to Subcontractor's plants, and those of its sub-suppliers, for expediting purposes. As required Upon receipt of any such notice, the Subcontrac tor shall, unless the notice requires otherwise: (i) immediately discontinue work on the date and to the extent specified in the notice; (ii) place no further orders or subcontracts for material, services, or facilities with respect to suspended work other than to the extent required in the notice; by Contractor, Subcontractor shall supply sched (iii) promptly make every reasonable effort to ules and' progess reports for Contractor's use in obtain suspension, upon terms satisfactory to expediting. the Contractor, of all orders, subcontracts and 19. REMOVAL OF DEBRIS AND WASTE MA TERIAL: During performance of the Subcontract and upon termination or completion thereof. Sub contractor shall remove all debris and waste material and keep and leave the site in a condition satisfactory to Contractor. 20. EXTENSION OF TIME - SUBCONTRAC TOR'S WAIVER OF DAMAGES FOR DELAY : If Subcontractor's performance of this Subcontract Che delayed by any condition beyond the control jid without the fault or negligence of Subcontrac tor and which was not foreseeable by Subcontrac rental agreements to the extent they relate to performance of work suspended, and, (iv) unless otherwise specifically stated in the notice, the Subcontractor shall continue to protect and maintain the work theretofore completed, including those portions on which work has been suspended. As full compensation for such suspension the Sub contractor will be reimbursed for the following costs, reasonably incurred, without duplication of any item, to the extent that such costs directly result from such suspension of work. tor at the time this Subcontract was entered into. (i) A standby charge to be paid to the Sub Subcontractor shall, within seven (7) days of the contractor during the period of suspension of commencement of any such delay, give to Con work, which standby charge shall be sufficient tractor written notice thereof and of the to compensate the Subcontractor for keeping, anticipated results thereof. Within seven (7) days to the extent required in the notice, its organi after the termination of any such delay. Subcon zation and equipment committed to the work tractor shall file a written notice with Contractor site in a standby status; - specifying the actual duration of the delay. Failure to give either of the above notices shall be sufficient ground for denial of an extension of time. If Contractor determines that the delay was beyond the control and without the fault or negli gence of Subcontractor and not foreseeable by Subcontractor at the time this Subcontract was entered into. Contractor shall determine the (ii) all reasonable costs associated with demobilization of the Subcontractor's plant, forces and equipment; (iii) an equitable amount to reimburse the Sub contractor for the cost of maintaining and protecting that portion of the work upon which activities have been suspended; duration of the delay and shall extend the time of Upon receipt of notice to resume suspended work, performance of this Subcontract accordingly. . Subcontractor shall not be entitled to, and hereby expressly waives recovery of any damages suffered by reason of the delays herein contemplated and extension of time shall constitute Subcontractor's sole remedy for such delays. the Subcontractor shall immediately resume work on the suspended work to the extent required in the notice. If as a result of any such suspension of work the cost to the Subcontractor of sub sequently performing work is increased or de creased, an equitable adjustment will be made in the cost of performing the remaining portion of r" 1. SUSPENSION: The Contractor may, at its work. Any claim on the part of the Subcontractor ^"sole option, by notice in writing to the Subcontrac for extension of time shall be made in accordance tor, suspend at any time the performance of all or with the appropriate provisions of this Subcon any portion of work to be performed under the tract. Within ten (10) calendar days after receipt of 3212-0 (5-71) J4 of 6 002854 notice to resume work, the Subcontractor shall notice to Subcontractor, terminate Subcontractor's* submit for review a revised construction schedule. right to proceed with the work or such part of the No compensation or extension of time shall be work as to which such defaults have occurred. In granted if suspension results from Subcontractor's the event of such termination, Contractor may non-compliance with the requirements of this Sub enter upon the premises and into places of manu contract. facture of Subcontractor's suppliers and, for the 22. PROGRESS: Subcontractor shall provide and use on any work only such construction plant and equipment as are capable of producing the quality and quantity of work and materials required by the Subcontract and within the time ortimes specified. Upon written order of the Contractor the Subcon tractor shall promptly remove unsatisfactory equipment and facilities from the site and shall discontinue operation of unsatisfactory plant. purpose of completing the work or enforcing these provisions, take possession of all materials, equip ment, tools and appliances thereon belonging to or under the control of Subcontractor and may use them or may finish the work by whatever method it may deem expedient including the hiring of another Subcontractor or Subcontractors under such form of subcontract as Contractor may deem advisable, or Contractor may itself provide any labor or materials and perform any part of the The Subcontractor shall give the Contractor full work. In such case Subcontractor shall not be information in advance as to its plans for carrying entitled to receive any further payment until the on each part of work. If at any time during the work is completed. If the unpaid balance of progress of work, the Subcontractor's actual pro gress appears to the Contractor to be inadequate to meet the requirements of the Subcontract, the Subcontractor's compensation hereunder shall exceed the sum of the expense of finishing the work plus compensation for additional managerial Contractor may notify the Subcontractor of such imminent or actual non-compliance with the Sub contract. The Subcontractor shall thereupon take such steps as may be necessary to improve its progress and the Contractor may require an in and administrative services and such other costs and damages as Contractor may suffer, such excess shall be paid to Subcontractor. If such expense, compensation, costs, and damages shall exceed such unpaid balance, Subcontractor and its crease in the labor force, the number of shifts, and/or overtime operations, days of work and/or the amount of construction plant all without addi sureties, if any, shall be liable for and shall pay, the excess to Contractor. Failure of Contractor to exercise any of its rights hereunder shall not excuse tional cost to the Contractor. Neither such notice Subcontractor from compliance with the pro by the Contractor nor the Contractor's failure to issue such notice shall relieve the Subcontractor visions of this Subcontract nor prejudice rights of Contractor to recover damages for such default. from its obligation to achieve the quality of work and rate of progress required by the Subcontract. (ii) Contractor may, as its option, terminate this Subcontract in whole, or from time to time in part, Failure of the Subcontractor to comply with the at any time by written notice thereof to the Sub instructions of the Contractor under these pro contractor, whether or not Subcontractor is in visions may be grounds for determination by the default. Upon any such termination Subcontractor Contractor that the Subcontractor is not prosecu agrees to waive any claims for damages, including ting its work with such diligence as will assure loss of anticipated profits, on account thereof, and completion within the times specified. Upon such agrees that the sole remedy of Subcontractor is to determination, the Contractor may terminate the receive payment in accordance with Subparagraph Subcontractor's right to proceed with the perfor mance of the Subcontract, or any separable part thereof, in accordance with the applicable pro (c) below. The provisions of this Subcontract, which by their nature survive final acceptance of the work hereunder, shall remain in full force and visions of this Subcontract. effect after such termination to the extent pro 23. TERMINATION: (i) Should Subcontractor vided in such provisions. at any time refuse, or neglect to supply sufficient (a) Upon receipt of any such notice, Subcon properly skilled workmen or materials of the tractor shall, unless the notice directs other proper quality or quantity, or equipment necessary wise, immediately discontinue work on the properly to perform the work hereunder, or fail in date and to the extent specified in the notice; any respect to prosecute the work hereunder or place no further orders or subcontracts for any portion thereof with promptness, diligence or materials, equipment, services, or facilities, in accordance with any of the provisions set forth except as may be necessary for completion of herein, or go into liquidation other than as part of such portion of the work as is not discon a corporate reorganization or enter into composi tinued; promptly make every reasonable effort tion with its creditors or become insolvent, Con to procure cancellation upon terms satisfac tractor may, upon forty-eight (48) hours' written tory to Contractor of all orders, subcontracts 3212-e (5-71) 5 of 6 002855 J and rental agreements to the extent they relate to the performance of wrok discontinued and shall thereafter do only such work as may be rnecessary to preserve and protect work already in progress and to protect materials, plant, and equipment at the site or in transit thereto. (b) Upon such termination the obligations of this Subcontract shall continue as to work already performed and as to bona fide obliga tions assumed by Subcontractor prior to the date of termination. j Ci (c) Upon such termination Subcontractor shall be entitled to be paid the full value, calculated on the basis of the compensation provisions of this Subcontract, for all work properly done on the site by Subcontractor together with reasonable costs occasioned by such termination and not previously paid for, less such sums as Subcontractor had already received on account of the work performed. If at the date of such termination Subcontractor has properly prepared or fabricated off the site any goods for subsequent incorporation at the site, and if Subcontractor delivers such goods to the site or to such other place as the Con tractor shall reasonably direct, then Subcon tractor shall be paid for such goods or materials. The foregoing amounts shall include a reasonable sum, under all of the circumstances, as profit for any work performed by Subcontractor. 24. PAYMENT: Subcontractor agrees to accept the compensation specified elsewhere in this Sub contract as full compensation for performing all work and services and furnishing all materials, supplies and equipment necessary for satisfactorily performing this Subcontract; for all loss or damage arising out of the nature of the work or from the action of the elements or from any unforeseen or unknown difficulties or obstructions which may arise or be encountered in the prosecution of the work until final acceptance; for all risks of every description connected with the work and for all expenses incurred by or in consequence of any suspension or discontinuance of the work except as may be otherwise provided elsewhere in this Sub contract. Unless otherwise specified in the Subcontract, pro gress payments shall be made to Subcontractor by Contractor as follows: At the end of each calendar month or as soon thereafter as practicable. Con tractor shall estimate or cause to be estimated the value of the work performed hereunder by Subconractor. Such estimate shall be conclusive upon hSubcontractor for the purpose of progress pay ments. Within ten (10) days after the making or receipt and approval by Contractor of suclr estimate and upon receipt and approval of Subcon tractor's invoice, Contractor shall pay to Subcon tractor ninety (90) percent of such amount less the aggregate of all payments previously made or credited to Subcontractor. Payments otherwise payable hereunder may be withheld, in whole or in part, by Contractor on account of (i) claims filed or reasonable evidence indicating the probability of filing thereof; (ii)the failure of Subcontractor to correct defective work manship or materials; (iii) the failure of Subcon tractor to cure any default in any of the conditions hereof to be performed by Subcontractor; (iv) the failure of, Subcontractor to pay, satisfy or discharge any claim of Owner, Contractor or any person against Subcontractor arising out of or in any way connected with the work; or (v) a reasonable doubt that this Subcontract can be completed within the time specified or for the balance then unpaid. If the foregoing causes are removed to the satisfaction of Contractor, the withheld payments shall promptly be made. If the said causes are not promptly removed after written notice, Contractor may rectify the same at Sub contractor's expense, and deduct all costs and expenses incurred thereby from such withheld pay ments. If such withheld payments are insufficient to satisfy the same, or if any claim against Sub contractor shall be discharged by Contractor after final payment is made, Subcontractor and its surety or sureties, if any, shall promptly reimburse and pay to Contractor all costs and expenses incurred thereby, regardless of when such claim arose or whether such claim imposed a lien upon the work or the real property upon which the work is situated. Contractor may, as a condition precedent to any progress payment to Subcontractor, require Sub contractor to submit complete waivers and releases of any and all claims of any person, firm or corpor ation in connection with or in any way related to the performance of this Subcontract. Such releases must be submitted covering all such claims as a condition precedent to final payment. Within thirty-five (35) days following final acceptance of all work performed hereunder the amount then remaining due to Subcontractor shall be paid, provided, that Subcontractor shall have furnished Contractor and Owner with a release of all claims against Contractor and/or Owner arising under or by virtue of this Subcontract, except such claims, if any, as may with the consent of Con tractor and Owner be specifically excepted by Sub contractor from the operation of the release in stated amounts to be set forth therein. 3212-F (5-71) 6 of 6 002856J . -,*.**-*> EXHIBIT "B" INSURANCE AND BOND REQUIREMENTS 1. INSURANCE REQUIREMENTS: Untoss otherwise specified in this Subcontract, the Subcontractor shall, at its sole expense, maintain in effect at alt times during the performance of the Work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to Contractor. Prior to commencing under this Subcontract, Subcontractor shall furnish Con tractor with Certificates of Insurance as evidence that policies providing such coverages and limits of insurance are in full force and effect, which Certificates shall provide that not less than thirty (30) days advance notice will be given in writing to Contractor prior to cancellation, termination or alteration of said policies of insurance. Such notices shaft be sent directly to Contractor's authorized representative as specified elsewhere in this Subcontract. Coverage: Minimum Amounts and Limits (a) Workmen's Compensation Statutory requirements at location of Work (b} Employer's Liability Toextent included underWorkmen's Compensation Insurance policy. (c) Comprehensive General Liability () Bodily Injury (ti) PropertyDamageliability $250,000 each person $500,000 each occurrence $100,000 each occurrence (d) Comprehensive Automobile Liability . (f) Bodily Injury (ri) PropertyDamageLiability $100,000 each person $300,000 each occurrence $100,000 each occurrence The policy of insurance which affords Comprehensive General Liability shall contain a provision or endorsement stating that such insurance, subject to all of its other terms and conditions, applies to the liability assumed by Subcontractor under this Subcontract; any policy exclusions as to loss or damage to property caused by explosion or resulting from collapse of buildings or structures or damage to property underground, commonly referred to by insurers as the "XCU" hazards, are to be deleted. S.ioufo any of the Work be upon or contiguous to navigable bodies of wafer. Subcontractor shall also carry insurance covering its employees for benefits available under the Federal Longshoremen's and Harbor Workers'Act to the extent required by law Also, any watercraft used by Subcontractor shall be insured by the Comprehensive General Liability insurance or by equivalent insurance such as Protection and Indemnity Insurance. The foregoing requirements as to types, limits and Contractor's approval of insurance coverage to be maintained by Subcontractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Sub contractor under this Subcontract. 2. PERFORMANCE BOND AND PAYMENT BOND REQUIREMENTS: If specifically required in writing by Contractor. Subcontractor shall furnish to Contractor a Performance Bond and Payment Bond in the form shown in this Exhibit "B" and executed as surety by a corporation acceptable to Contractor and authorized to issue such bonds in the jurisdiction where the Work is to be performed. Such Performance Bond and Payment Bond shall each be for one hundred percent (100%) ol the compensation payable to Subcontractor under this Subcontract. The cost of such bonds will be paid by Contractor separately from and in addition to, the Compensation specified in Section 5 of this Subcontract. NOTE: Owner and Contractor do not furnish Builders Risk. Insurance for Subcontractor's material, equipment or work completed. Reference paragraph 16 of General Terms and Conditions. 361 `35 -.u 6-69 .002857 ; !i1 S/C 8633-M-70 HBC EXHIBIT "C" SPECIAL PROVISIONS 1. Subcontractor shall furnish Contractor with Certificates of Insurance evidencing coverage require herein. The certificates shall be mailed to each of the following addresses: Bechtel Corporation P.0. Box 2166 Houston, Texas 77001 Attn: Purchasing Department Bechtel Corporation P.O. Box NN Ingleside,* Texas 78362 Attn: . Mr. E.C. Gavagan 2. Invoice to be submitted in quadruplicate to the following address: Bechtel Corporation P.0. Box NN Ingleside, Texas 78362 Attn: Mr. E.C. Gavagan Upon completion of work and prior to final payment, Subcontractor is to submit one (1) copy each of completed "Release of Mechanic's Lien", Form HP-101 to both the Houston Office and Bechtel's Field Office. 3. COMPENSATION: Supplemental to Paragraph 5 of Subcontract the following price breakdown is for accounting purposes only: TASK MATERIAL LABOR TOTAL ESTIMATED MAN-HOURS COST CODE 6 -2" and smaller $1,136.00 2y - 8" 917.00 10" and larger 7,036.00 $1,525.00 1,245.00 7,194.00 $2,681.00 2,162.00 14,230.00 165 042.060.581.08.5 132 042.060.582.08.5 854 042.060.583.08.5 7 2" and smaller 2V' - 8" 10" and larger 670.00 4,086.00 2,578.00 613.00 3,647.00 2,284.00 1,283.00 7,733.00 4,862.00 70 418 268 042,070.581.08.5 042.070.582.08.5 042.070.583.08,5 12-1 2V - 8" 65.00 15 2" and smaller 2*5" - 8" 10" and larger 22.00 413.00 1,150.00 62.00 127.00 15.00 296.00 806.00 37.00 709.00 1,956.00 7 045.120.582.08.5 2 045.150.581.08.5 33 045.150.582.08.5 94 045.150.583.08.5 ' . v;v. > - ",a 002858 S/C 8633-M-70 HBC EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS 3. COMPENSATION: (Continued) TASK MATERIAL LABOR ESTIMATED TOTAL MAN-HOURS 17 2h" - 8" $ 515.00 $ 599.00 $1,114.00 69 5-2 2" and smaller 2V - 8" 18.00 220.00 30.00 345.00 48.00 565.00 4 39 22 2" and smaller 2h" - 8" 10" and larger 585.00 2,387.00 2,998.00 584.00 . 2,386.00 2,997.00 1,169.00 '4,773.00 5,995.00 60 244 306 24 2" and smaller 2%" - 8" 10" and larger 299.00 2,262.00 3.461.00 249.00 1,855.00 2,832.00 548.00 4,117.00 6,293.00 28 210 320 TOTALS $30,838.00 $29,564.00 $60,402.00 3,323 COST CODE 050.170.582.08.5 024.050.581.08.5 024.050.582.08.5 110.220.581.08.5 110.220.582.08.5 110.220.583,08.5 110.240.581.08.5 110.240.582,08.5 110.240.583,08.5 The prices shown in this Subcontract are firm until February 29, 1972. Any labor expended after the end of the normal work day on February 29, 1972 will be subject to escalation. The escalation shall be paid on the basis of the number of esti mated hours per Task as detailed above, which estimated totals represent the max imum extent of escalation liability. The escalation shall re-imburse Subcontractor for any labor cost increase experienced over and above the hourly unit used in this Subcontract as shown below: Foremen: Mechanic: 1st Year 2nd Year 3rd Year 4th Year $9.52/hr. 8.86/hr. Apprentice: 4.70/hr. Apprentice: 5.54/hr. Apprentice: 6.37/hr. Apprentice: 7.19/hr. Daily travel of $1.75 per day per man or $.22 per hour is to be added to the above rates. - x/m+ryt,.. 002859 X---- iSt S/C 8633-M-70 HBC EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS COMPENSATION: (Continued) The following are unit prices to be used for additions/deletions to the scope of work. Patch and repair work shall be billed at cost plus 15% for markup. TABLE "A" UNIT PRICES PER LIN. FT. USING J-M THERMOBESTOS PIPE COVERING AND DOUBLE COATED FLEXTONE THICKNESS PIPE SIZE 1" THK. ' MATERIAL ' LABOR lV'.THK. MATERIAL LABOR V 3/4" 1" Us" 2" 3" 4" 6" 8" 10" 12" 1A" 16" 18" 20" 24" $ .50 .52 .54 .63 * $ .97 .98 .98 .98 $ .93 1.10 1.30 1.59 1.81 2.19 2.43 2.84 3.16 3.46 5.13 5.76 $ 1.05 1.05 1.05 1.16 1.20 1.25 1.25 1.39 1.39 1.54 1.80 1.96 002860 : ... f S/C 8633-M-70 HBC C EXHIBIT "C" (CONTINUED) SPECIAL PROVISIONS 3, COMPENSATION: (Continued) PIPE SIZE V 3/4" 1" IV 2" 3" 4" 6" 14" 16" 18" - 24" TABLE "B" UNIT PRICES PER LIN. FT. USING.JOHNS-MANVILLE THERMOBESTOS AND PREMETCO ALUMINUM JACKETING THICKNESS 1" $1.66 1.68 1.70 1.80 iy $1.90 1.95 1.99 4.66 6,33 2" $ 2.51 2.69 2V dbl. $ 3.57 4.28 4.81 '3" dbl. $ . 11.13 11.72 14.45 There will be no "Move-In - Move-Out" charge made in event of force discontinuance of this project. V . iwi i.` 002861 BECHTEL CORPORATION 370! KIRBY ORtVE POST OFFICE BOX 2166 HOUSTON, TEXAS 77001 RELEASE OF MECHANICS* LIENS KNOW ALL MEN that the undersigned for good and valuable consideration to hereby waive and relinquish all liens and claims of Hens that we now have or that we may hereafter have against property of the. _ _ _ ------------------------ --- _ _ _ _ _ ------------------ - - - _ . anii/ftf Bechtel Corporation for work performed and materials furnished (or the construction of --- - - ____. ioeatgd in the County of_____________________________________________________________________________ ______ State of , as Subcontractor, supplier or materialman under that certain principal contract entered into under date of -- _ _ _ ------------------- between said "Owner" and Bechteb Corporation as "Contractor". We further agree to indemnify and hold and save harmless said_ and Bechtel Corporation of, and from, and against aoy and all mechanics' liens that shall or may be filed against the land, buildings and plant constituting _ _------ ----------------------------------------------------------------------------in connection with work (v . i and labor performed or materials supplied by us as Subcontractor, supplier or materialman. Dated: Subcontractor, Supplier or Materialman By- Title FORM HP-lOl - 3/06 . 5300J 0028G2