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Department: Purchasing/Contracting Effective Date: 11/11/13 Document Code: FLBR(P)006 Original Date: 06/12/96 C-i Version No.: 1

SECTION C

CONTRACT

GENERAL TERMS AND CONDITIONS

Louisiana Version

Department : Purchasing/Contracting Effective Date : 11/11/13 Document Code : FLBR(P)006

Original Date: 06/12/96 C-ii Version 1

TABLE OF INDEX

ARTICLE CONTENTS PAGE 1. Contractual Relationship .............................................................................................................................. C1 2. Work to be Performed .................................................................................................................................. C1 3. Drawings, Specifications .............................................................................................................................. C1 4. Changes ........................................................................................................................................................ C2 5. Responsibility for Work ............................................................................................................................... C2 5.1 Preparation for Work .................................................................................................................................... C2 5.2 Contractor's Responsibility for Materials Furnished by Owner .................................................................... C2 5.3 Work of Others ............................................................................................................................................. C3 6. Contractor's Employees ................................................................................................................................ C4 6.1 Drug and Alcohol Prohibition ...................................................................................................................... C4 7. Compliance with Laws and Regulations....................................................................................................... C4 8. Scheduling Work .......................................................................................................................................... C5 9. Review of Work ........................................................................................................................................... C6 9.1 Availability ................................................................................................................................................... C6 9.2 Responsibility ............................................................................................................................................... C6 9.3 Tests ............................................................................................................................................................. C7 10. Reports of Contractor ................................................................................................................................... C7 11. Cleaning Site ................................................................................................................................................ C7 12. Safety Regulations ........................................................................................................................................ C8 13. Occupational Safety and Health Act (OSHA) ............................................................................................. C8 14. Non-Discrimination ...................................................................................................................................... C8 15. Performance Time ........................................................................................................................................ C8 16. Delays and Extension of Time ...................................................................................................................... C9 17. Royalties and Patents .................................................................................................................................... C9 18. Liens and Claims .......................................................................................................................................... C9 19. Protection of Persons and Property ............................................................................................................. C10 19.1 Safety .......................................................................................................................................................... C10 19.2 Passes and Badges ...................................................................................................................................... C11 19.3 Work Site Maintenance .............................................................................................................................. C11 19.4 Emergencies ............................................................................................................................................... C11 20. Indemnity of Owner by Contractor ............................................................................................................. C11 21. Guarantees .................................................................................................................................................. C12 22. Compensation and Payment ....................................................................................................................... C13 23. Extra Work ................................................................................................................................................. C14 24. Overtime ..................................................................................................................................................... C14 25. Taxes and Assessments .............................................................................................................................. C14 26. Termination of Contract ............................................................................................................................. C15 27. Information, Utilities, and Other Facilities Furnished by Owner................................................................ C16 27.1 Information Provided to Contractor ............................................................................................................ C16 27.2 Utilities ....................................................................................................................................................... C16 27.3 Other Facilities ........................................................................................................................................... C16 28. Materials Handling and Storage ................................................................................................................. C16 29. Non-Assignment ......................................................................................................................................... C17 30. Guidelines for Determining Statutory Employer Status ............................................................................. C18 31. Work Performed Outside of Scope of the Contract .................................................................................... C18 32. Confidential Information ............................................................................................................................ C18 33. Contract Includes Entire Agreement ........................................................................................................... C18 34. Arbitration .................................................................................................................................................. C19 Release Form (Exhibit A) ........................................................................................................................... C20

Louisiana Version CONTRACT



Original Date: 06/12/96 C-1 Version 1

1 CONTRACTUAL RELATIONSHIP In the performance of this Contract, Contractor shall be an independent contractor and not an agent or employee of Owner. No personnel furnished by Contractor shall be, under any circumstances, employees, agents or servants of Owner. 2 WORK TO BE PERFORMED Contractor shall, at its own cost and expense, supply and furnish at the location where the Work is to be performed: all labor, materials, equipment, tools, transportation, supervision; and bear all items of expense, necessary for the complete and satisfactory performance of this Contract, except only such items as Owner in this Contract specifically agrees to supply or furnish. In addition, any equipment, materials or services not specifically described in the specifications or drawings but which may be fairly implied as required thereby, or necessary to complete the Work for the use intended, shall be within Contractor's Scope of Work hereunder. 3 DRAWINGS, SPECIFICATIONS a) Anything mentioned in the specifications and not shown on the drawings, or shown on the

drawings and not mentioned in the specifications, shall be of like effect as if shown and mentioned in both. In case of conflict or inconsistency between the specifications and the drawings, or in case of discrepancies, omissions and/or errors, the matter shall be submitted immediately to Owner for determination. Such determination shall be at the sole discretion of Owner and shall be binding on both parties.

b) Contractor agrees to furnish such drawings and data as Owner may specify or as is reasonably

necessary to complete the Work. Owner will not issue approvals of drawings and data furnished by Contractor but Owner reserves the right to review and comment on such drawings and data to the extent, if any, that Owner deems desirable. Contractor, however, shall begin and continue performance of its Work under this Contract without waiting for Owner’s review or comments. Drawings will not be returned to Contractor unless Owner elects to make comments. Any such review and comment by Owner or any failure to review, unless expressly agreed in writing to the contrary, shall not alter any of the terms and conditions of this Contract or relieve Contractor of any responsibility or liability for the accuracy and completeness of such data and materials or be interpreted as Owner’s approval of such drawings and data.

c) Shop Drawings - Contractor and its subcontractors shall furnish Owner, with such promptness as

to cause no delay in its Work or in the Work of any other contractor, all shop fabrication or setting drawings and schedules, properly identified, required for the Work by the specifications or requested by Owner. All shop drawings submitted by subcontractors shall be first checked by Contractor and corrected before being submitted to Owner. Review of shop drawings by Owner shall not relieve Contractor from responsibility for deviations from the drawings or specifications, unless Contractor has, in writing, called the Owner's attention to such deviations at the time of submission and received Owner’s written acceptance of such deviation, nor shall it relieve Contractor from responsibility for errors or omissions of any sort in shop drawings or schedules. Unless otherwise specified in writing, Contractor shall submit to Owner:





d) For preliminary review, at least three (3) sets of fabrication or shop drawings, two sets of which

will be retained by Owner and the remainder returned to Contractor with notations of the necessary corrections, if any, that should be made.

e) For final review, one (1) set of the reproducible drawings. f) All drawings and specifications and copies thereof furnished by Owner or prepared for Owner

by Contractor are Owner's property and not to be used by Contractor for any other work; and, with the exception of the signed Contract set, are to be returned to Owner on request at the completion of the Work.

4 CHANGES a) Owner reserves the right to make any changes, at any time, in the specifications, Scope of Work,

schedule and/or drawings, including the omission of certain Work, by giving written notice thereof to Contractor. If such changes cause a material increase or decrease in the cost of performing the Work, or the time of performance, and written notice thereof is given to Owner within (10) days after the receipt of such changes, an equitable adjustment in the Contract Price and/or the Time of Completion shall be made. Contractor’s failure to give Owner such notice within the aforesaid (10) days will be deemed as a waiver by Contractor of any adjustment.

b) Any changes in the Contract Price necessitated by such changes, shall be made by a proposal

with a detailed cost breakdown acceptable to Owner (such change to be evidenced by a "Field Change Order" signed by Owner's representative and Contractor).

5 RESPONSIBILITY FOR WORK Contractor warrants that it has examined the site of the Work and the Scope of Work and assumes full responsibility for the performance of the Work, at the Contract Price herein specified, in a manner adequate to meet the site conditions encountered during the performance thereof. 5.1 Preparation for Work Contractor shall make full preparation before proceeding with its own Work. If by reason of Contractor's failure in preparation, it is found necessary to reconstruct any part of the Work, Contractor shall remove and rebuild such Work at its own expense to the sole satisfaction of Owner. 5.2 Contractor's Responsibility for Materials furnished by Owner a) Owner will furnish only those materials and/or services specifically set forth in the Bid Package

as materials and services to be furnished by Owner, if any. Any quantity of materials and/or services not specifically set forth in the Bid Package as materials and/or services to be furnished by Owner but are required to perform the Work shall be considered within the Contractor's Scope of Work and shall be supplied by Contractor at its own cost, unless otherwise explicitly stated to the contrary in this Contract.





b) Contractor shall be responsible for the receipt, inspection, storage, security, and care of all

materials furnished by Owner, including but not limited to, materials from Owner's storeroom, Owner's carrier, directly from the vendor, or to be supplied by Contractor (or Subcontractor) under this Contract. Unless otherwise stated in the Bid Package, on completion of the Work, any surplus materials shall belong to Owner. Any materials determined by Owner, in Owner’s sole opinion, as scrap materials, shall be removed from Owner’s premises by Contractor at Contractor’s sole cost and expense. Removal of any materials from Owner’s premises, including but not limited to scrap materials, shall require Owner’s written authorization.

c) If the materials are to be delivered directly to Contractor by material vendors, these materials

will be specified in a "Receiving Ticket" provided by Owner.

Contractor shall then be responsible for the following actions:

1) Notify, on a timely basis (at least seven (7) business days), the aforesaid vendors of the items, quantity, shipping destination and delivery schedule.

2) Contractor shall fill out and sign the "Receiving Ticket" and forward same to Owner's

Storeroom (on Owner’s premises) within two (2) business days after receipt of material.

3) Any additional freight charges resulting from Contractor’s request to have materials furnished by Owner shipped to a location more than 100 miles from the actual site of the installed Work shall be the responsibility of Contractor.

4) In case of any material discrepancy or discrepancies, quality defects and/or delivery delays,

Contractor shall follow-up with supplying vendors directly in order to rectify the problem. Contractor shall notify Owner promptly in writing (within five (5) business days) of any unresolved problems relating to material deliveries.

d) Contractor shall provide Owner seven (7) days written notice prior to the requested delivery date

for any Owner provided materials that will be issued from Owner's Storeroom. 5.3 Work of Others Contractor is responsible to schedule, plan and execute its Work in such a manner that will not interfere with the Work of Owner or others, and others will not interfere with the Work of Contractor. Contractor will maintain liaison with Owner and all other contractors who’s Work could affect the Work under this Contract. Owner reserves the right to direct the Contractor’s schedule and the order of the performance of their work. Before starting operations, and from time to time as the Work progresses, Contractor shall examine the Work installed (or to be installed) by others, in so far as it influences Contractor's Work, and shall promptly notify Owner in writing if any condition exists that will prevent Contractor from completing its Work in accordance with its schedule or in accordance with the quality required in this Contract. Should Contractor start or continue its Work without such notification, such action shall be an acceptance by Contractor of all Work of others.





6 CONTRACTOR'S EMPLOYEES Contractor shall employ, at the Work site, a competent superintendent who, on behalf of the Contractor, shall have complete charge of all Work. Contractor shall advise Owner in writing of the name, address and telephone (day and night) of the designated superintendent. Contractor shall promptly replace any employee of the Contractor, including the superintendent, adjudged by Owner as unskilled or unfit. The Contractor or his authorized superintendent shall provide efficient and adequate supervision of contractor’s employees, it’s subcontractors, and the Work being performed. Contractors are expressly forbidden from soliciting the services of a competitor’s employees, while said employees are currently under hire at the FPC job site. Any company found to be engaged in such solicitation of a competitor’s employee will be subject to immediate site ejection. 6.1 Drug and Alcohol Prohibition Owner prohibits the use, sale, purchase, transference, and/or possession of any illegal drugs, prohibited drugs, any drugs used in an illegal manner, or alcoholic beverages on Owner's premises. Contractor shall take all necessary precautions and actions, including but not limited to pre-employment/new-hire drug testing, random drug testing, post accident drug testing, for cause drug testing, and any other legal drug testing, to ensure that none of Contractor's employees are allowed access to Owner’s premises while under the influence of any of the substances identified above. Owner may, as a condition of access to Owner’s premises, require Contractor provide Contractor's employees' most recent drug test results or proof of such testing. Contractor will allow Owner to audit Contractor’s records, for compliance with the drug and alcohol testing specified herein, however, Owner’s audit, or failure to audit, shall not any in respect constitute acceptance by Owner of Contractor’s drug and alcohol testing program and does not modify, amend or relieve Contractor of Contractor’s responsibilities and liabilities contained in this Contract. Contractor assumes sole responsibility for any property damage and/or personal injuries resulting from Contractor's employees' conduct while under the influence of drugs or alcohol. 7 COMPLIANCE WITH LAWS AND REGULATIONS a) The Contractor shall comply with and be absolutely and solely responsible for all of Contractor's

employees engaged in the Work, as well as Contractor's representatives, suppliers, subcontractors, and visitors and shall be subject to all Federal, State, and Local rules and regulations pertaining to conduct on the Owner's premises, or in the Contractor's Work site to the extent that Contractor's Work, in whole or in part, is performed off Owner's premises, as the case may be, and any special rules as may be set by Owner for the safe, orderly and efficient conduct of all operations on Owner’s premises.

b) The Contractor shall include the aforesaid provisions of this article in every subcontract issued

by Contractor so that such provisions will be binding upon each of Contractor’s subcontractors and shall require the subcontractors to do so likewise.

c) Release or spilling of pollutants, oils, greases and toxic materials to the earth, premises, ditches,

or systems is prohibited. Contractor will clean any such action to Owner's standards.





Notwithstanding anything contained herein to the contrary, Contractor shall observe and be subject to, at its sole cost and expense, all Federal, State and Local environmental laws, rules and regulations.

d) Contractor shall comply strictly with all Federal, State, and Local laws, orders, rules, and

regulations applicable to its operation in the performance of the Work hereunder. Contractor shall procure and pay for all permits and inspections required by any governmental authority for any part of the Work, except, and only to the extent otherwise specified in writing by Owner. Contractor shall furnish any bonds, security, or deposits required to permit performance of the Work, or as required by Owner. Contractor shall promptly notify Owner if the drawings and/or specifications are at variance with requirements of any such applicable law, ordinance, rule or regulation. Contractor is specifically responsible for all employees' eligibility verification.

e) Contractor warrants that the Work, and the performance thereof, under the Contract will conform

in all respects to the requirements set forth in this Article and agrees to hold Owner harmless from any and all liabilities, claims, civil fines and penalties, including costs, settlements, and attorneys fees, which may arise out of the Work which does not meet these requirements.

8 SCHEDULING WORK a) Contractor's scheduled hours of work, while on Owner’s premises, must be approved by

Owner. b) Contractor shall submit to Owner, within 15 days after the date of execution of this Contract, a

time schedule for the completion of the various portions of the Work for Owner's approval. Such schedule shall be itemized and detailed and shall show manning, resource availability and the start and finish time, as well as the duration, of each work item. Contractor shall comply with this schedule in all respects in the performance of the Work, but such schedule, in no event, shall change the completion date in the Contract unless the Contract is separately amended for this purpose. Periodically, the contract job progress will be reviewed with the Contractor. If the contractor is not meeting the schedule, he will be required to put more workers/work overtime/etc. to bring the project back on schedule, at the Contractor’s expense. Any overtime required to meet the Contractor’s schedule dates must be included in the Contractor’s bid price. Such schedule shall be broken down and itemized by separate areas when Contractor is working in more than one area. Such schedule is for the coordination and planning of the work and will not be used as a basis for determining payments due.

c) To the extent practicable, the sequence of commencement and completion of separable portions

of the Work shall be as Owner shall direct. Contractor shall make available, for Owner's use during the progress of the Work, any portion of completed Work as Owner may direct.

9 REVIEW OF WORK 9.1 Availability a) All Work and/or materials furnished by Contractor shall be at all times open to inspection by





Owner. Contractor shall provide for Owner’s representative, sufficient, safe and proper facilities for access and inspection. When any Work is being executed away from the premises, Owner shall be notified in a reasonable time where such Work is to be done and when it will be ready for inspection, so that Owner may, if it so desires, inspect the same from time to time before delivery to the premises. Any item of the Work being executed away from Owner's premises shall be sufficiently labeled so as to make clear to third parties any ownership interest of the Owner therein.

b) If the Scope of Work, specifications, Owner's instructions, laws, ordinances, or any public

authority require any Work to be specially tested or approved, Contractor shall be responsible to keep Owner appraised of such requirements and shall give Owner reasonable notice of the Work’s readiness for inspection. Furthermore, if the inspection is by another authority other than the Owner, the Contractor shall give reasonable notice of the date for such inspection to the Owner.

9.2 Responsibility a) Inspection or failure to inspect by Owner shall not relieve Contractor of any responsibility or

liability hereunder or, in particular, with respect to materials and workmanship nor shall such, in any respect, constitute acceptance thereof by Owner.

b) Contractor shall not proceed with any subsequent portion of Work if specifications or drawings

require that inspection be done and accepted by Owner or Owner's representative prior to proceeding with any subsequent portion.

c) If upon inspection, any portion of the Work does not meet specifications and/or acceptable

standards, in the sole opinion of the Owner, Contractor shall replace and repair such unacceptable Work and/or materials, including replacement of subcontractors if such are not satisfactory to Owner, at Contractor's sole cost. Contractor shall promptly segregate and remove any rejected materials from the premises. In the event of Contractor's failure to replace any such unacceptable Work or materials within a reasonable time, Owner may replace the Work and/or materials itself, by whatever method it may deem expedient, and deduct the cost thereof from the monies due, or thereafter to become due, to the Contractor under this Contract.

d) Owner reserves the right to make an examination before final acceptance of the Work as a

whole. If such Work is found by Owner, in its discretion, to be defective or unacceptable in any material respect whether or not due to the negligence or fault in any respect of Contractor or its subcontractors, Contractor shall defray all the expenses of both such examination and such additional costs as may be necessary to render the Work satisfactory to Owner. If, however, such Work is found to meet the requirements of the Contract, Contractor shall be compensated for its costs as if such examination and replacement performed by the Contractor constituted a "change" within the meaning of and in accordance with Article 4 hereof.

9.3 Tests In addition to the provision of Article 9.1 hereof, Contractor shall perform all tests as are specified in





the Scope of Work, specifications or drawings. Contractor shall provide Owner a reasonable advance written notice of time and place all tests will be performed. Additional tests may be requested by Owner and Owner shall pay all costs of such tests or engineering services, except where the tests show the workmanship or materials to be defective or unacceptable, in which event all subsequent tests which are necessary, in Owner's opinion, to prove correction of defective or unacceptable workmanship or materials shall be at the sole cost of Contractor. 10 REPORTS OF CONTRACTOR a) Prior to commencement of the Work, Contractor shall prepare and submit to Owner, for Owner’s

approval, a schedule of values of various parts, steps, milestones or portions of the Work as and which aggregate the total Contract Price hereunder, divided so as to afford a guide to Owner for making payments hereunder (hereafter referred to as “Job Ticket B or C Pert”).

b) Contractor shall submit to Owner’s representative a daily report indicating the total number of

man-hours expended in performance of this Contract. c) In addition to those reports specifically identified in this Article, Contractor shall submit all

reports as required in this Contract. 11 CLEANING SITE During performance of the Work under this Contract and upon termination or completion thereof, Contractor shall keep Owner's premises and the adjoining premises, driveways, and streets clean of rubbish caused by Contractor's operations and remove all the rubbish from and about the premises and all of its tools, equipment, temporary Work and surplus materials and shall leave the Work "Broom Clean" and ready for use. If Owner, in Owner’s sole opinion, deems that Contractor’s Work site requires cleaning, Owner will notify Contractor in writing of such requirement. Owner may not allow Contractor to resume work until such cleaning has been completed to Owner’s satisfaction. If Contractor does not comply with Owner’s notice within 24 hours after receipt, Owner may cause such cleaning to be done and charge the cost of the same to Contractor and deduct such costs from any moneys due hereunder. If in the performance of the Work, de-minimus discharges of pollutants, oils, greases or toxic materials has occurred the Contractor shall be responsible, at Contractor’s sole cost and expense, for clean-up of all effected areas and/or removal of all affected materials to Owner’s satisfaction in accordance with all Federal, State and Local laws, orders, rules and regulations.





12 SAFETY REGULATIONS Contractor shall take all necessary precautions to protect all property and persons from damage or injury arising from the Work. Contractor shall, while upon or about Owner's premises, observe and comply with all fire, safety, and other rules and regulations heretofore or hereafter prescribed by Owner, and shall be responsible for observance thereof by all of Contractor’s employees, agents, licensees, permites, subcontractors, and any other person allowed access to Owner’s premises by Contractor. Environmental, Health, and Safety policies of the Owner’s plant are non-negotiable. 13 OCCUPATIONAL SAFETY AND HEALTH ACT a) Contractor warrants that the Work, and the performance thereof, under the Contract complies

with and conforms in all respects to the mandates of the Occupational Safety and Health Act and all applicable Regulations, Rulings, Orders and Standards promulgated there under and agrees to hold Owner harmless from any and all liabilities, claims, civil fines and penalties, including costs, settlements, and attorneys fees, which may arise out of the Work which does not meet these requirements.

b) All equipment to be used in the performance of the Work must meet the OSHA inspection and

certification program. At Owner’s request, documentation of such program must be provided to Owner, however, Owner’s review, or lack of review of any such documentation provided, shall not any in respect constitute acceptance by Owner of Contractor’s program and does not modify, amend or relieve Contractor of Contractor’s responsibilities and liabilities contained in this Contract.

14 NON-DISCRIMINATION Contractor, in performing the Work required hereunder, shall comply with all Federal, State and Local laws, rules, regulations and orders prohibiting and/or regulating discrimination in the Work place, including, without limitation, the provisions of title VII of the Civil Rights Act of 1964 and of Executive Order 11246 and shall not discriminate against any employee or applicant for employment because of religion, race, color, sex, age or national origin or physical handicap. 15 PERFORMANCE TIME a) Time is of the essence in performance of this Contract and all actions taken by Contractor shall

be taken to ensure that the performance of this Contract be fully expedited. Contractor shall indemnify and hold harmless Owner from and against any cost, penalty or liability incurred by Owner because of Contractor's failure to perform the Work within the time specified herein. Contractor represents and warrants that the completion of the Work hereunder will not be interrupted or delayed by the failure of Contractor’s, or any of its subcontractors’ equipment to operate properly.

b) The project will progress towards completion in a continuous and orderly manner. The Owner’s

representative will hold periodic progress and planning meetings. Attendance at this meeting is mandatory. A weekly bar graph, beginning prior to initial Work start, will be submitted noting





each major item of Work, and noting proposed, actual, and revised Work progress. Contractor shall fill out a weekly job ticket (if requested by Owner) with actual start date, current complete % and/or finish dates.

16 DELAYS AND EXTENSION OF TIME a) If Contractor is delayed in the progress of the Work by Owner or an event of Force Majeure,

such as fire, floods, strikes, or other circumstances beyond its reasonable control and without the fault or negligence of Contractor and not reasonably foreseeable by Contractor in time to be prevented, Contractor shall give written notice to Owner promptly and such delay shall, upon approval by the Owner, be the basis for an extension of the Time of Completion.

b) Contractor shall not be entitled to, and hereby waives, any and all damages which it may suffer

due to any reason (including delay by material vendors) out of control of the Owner, which may hinder or delay the performance of the Work, and such shall not be deemed events of Force Majeure.

17 ROYALTIES AND PATENTS Contractor hereby warrants the use or sale of materials and equipment manufactured or delivered hereunder will not infringe claims of any patent copyright, trademark, or trade secret (to the extent the design for such materials and equipment is not furnished by Owner); and Contractor agrees to be responsible for and to indemnify and defend at its sole expense all suits and proceedings against Owner based on any such alleged patent infringement and pay all costs, expenses, judgments and damages, including all attorneys fees, which Owner may have to pay or incur by reason of any such suit or proceedings. 18 LIENS AND CLAIMS a) Contractor does hereby indemnify and save harmless Owner from all claims, demands, causes of

action or suits of whatsoever nature arising out of the services, labor, equipment and materials furnished by Contractor, or its subcontractors, under this Contract, or costs and charges arising out of or in connection with any act or representation of Contractor, its subcontractors, representatives, agents or employees.

b) Contractor shall immediately pay and discharge, or shall provide security sufficient and

satisfactory in itself to pay and discharge, any obligation or alleged obligation it or any of its subcontractors may have, in aid of the enforcement of which a lien or right of any kind is established, or is attempted to be established upon or against the Work or the real property upon which the Work is situated, or upon any real property owned by Owner or any of its affiliates, subsidiaries, or related companies where so ever the same may be situated.

c) Owner may, as a condition precedent to any payment hereunder, require Contractor to submit

complete waivers and releases of any and all claims of any person, firm or corporation. Such releases shall be submitted covering all such claims as a condition precedent to final payment.





d) Not withstanding anything contained herein to the contrary, any claim which a Contractor may have, or believes he may have, of any kind, nature or description whatsoever, including without limitation, such as set forth in Articles 4 and 23 hereof, shall be deemed waived and shall become absolutely null and void unless presented to the Owner in writing, with complete and accurate documentation such as to enable Owner to audit and verify such claim, within (10) days from the date of the incident giving arise to such claim. Failure to give notice of a claim within such period will be a waiver of the claim and no price adjustment will be considered. Owner shall review such claims and accept or reject the same in its own sole judgment.

19 PROTECTION OF PERSONS AND PROPERTY 19.1 Safety a) Contractor shall properly protect the property of Owner and adjacent property. Contractor shall

take all necessary precautions for the safety of employees on the Work and shall comply with all rules and regulations of Owner. The Contractor will be responsible for providing its employees personal safety equipment as required by the Owner. All necessary permits required on Owner’s premises must be obtained by the Contractor from the appropriate Owner representative.

b) Contractor acknowledges that safety rules may change from time to time and it is Contractor’s

responsibility to keep current on all safety rules, including Owner’s safety rules and regulations and to inform and appropriately train his employees, and his subcontractor’s employees with regard to any such rules and/or changes.

c) Contractor shall be fully responsible for any and all subcontractors brought into the facility by

the Contractor for the performance of any function related to the Work. This responsibility includes, but is not limited to:

1) Ensuring subcontractor has and maintains an adequate training program, which conforms to, and has trained its employees to the requirements of applicable OSHA regulations and standards.

2) Ensure that subcontractor, and its employees, meet the prerequisites of the Owner’s Facility Access Requirements (including OSHA 300 logs, FPC Site Specific Training, Hazcom, NES workers, etc.)

3) That subcontractor conforms to all Federal, State and Local statutory and regulatory requirements; Owner’s policies, procedures, rules, and regulations; and, safe work practices.

4) Indemnifying Owner against the action or omissions of their subcontractors.

Owner, in its sole discretion, reserves the right to disqualify, remove, or deny access to Contractor’s subcontractor, with or without cause. Owner maintains a list of pre-qualified vendors from which Contractor may select, as subcontractors, for given services. Should Contractor desire to utilize a non-listed vendor as a subcontractor, that vendor would be subject to some or all of Owner’s prequalification requirements. 19.2 Passes and Badges a) Before access to Owner’s premises will be allowed Contractor shall acquire from Owner, for





each of Contractor’s employees, agents, representatives, subcontractors employees and any other persons that Contractor requires in the performance of the Work, an Identification Badge. Such Identification Badge must be carried and clearly displayed by each individual while on Owner’s premises. Contractor shall comply with all of Owner’s entry requirements to obtain Identification Badges and/or Vehicle Passes. Owner may, at Owner’s sole discretion, deny access to any individual or vehicle that does not have an Identification Badge and/or Vehicle Pass.

b) Contractor is responsible for collecting and returning to Owner any and all badges, passes,

vehicle passes, and similar permissions of Contractor's employees upon the completion of Contractor's Work. In the event that any such permission is not so collected and returned, the Contractor agrees to accept a $50.00 charge for each permission not returned, and for any individual that is on the Owner's premises by reason of the possession of such permission, the Contractor agrees that the Indemnity contained in Section 20 of the Contract shall be extended to Owner in the event of any damages being incurred by Owner for any reason related to the entrance of such individual onto Owner's premises, including but not limited to damages resulting from the injury or death of such individual or others, regardless of the completion status of the Contractor's Work or the employment status of the individual involved.

19.3 Work Site Maintenance The Contractor's Work site must be maintained in a neat and orderly manner on a daily basis,

and the Contractor shall haul materials off Owner’s premises and dispose of them at the proper location. Owner will not provide dumpsters for Contractor's trash disposal. Any materials which are generated from demolition activities on Owner’s premises must be disposed of in accordance with the bid documents, however, other than plant trash, Contractor must not remove or dispose of any materials, including, but not limited to contaminated solid or hazardous waste (per RCRA) without Owner’s written authorization.

19.4 Emergencies

In an emergency affecting the safety of life or of the Work, or of adjoining property, the Contractor, without special instruction or authorization from Owner, is hereby permitted to act at its discretion, to prevent such threatened loss or injury. Any compensation, or adjustment in Contract Price, claimed by the Contractor due to such emergency shall be determined by separate agreement.

20 INDEMNITY OF OWNER BY CONTRACTOR a) To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless

Owner together with its present and former officers, directors, agents, servants, employees, parent companies, subsidiary companies, affiliated companies, related companies, divisions, and shareholders, and any persons or entities in privity with them or bound to pay judgments on their behalf from and against all claims, damages, liability, losses, and expenses including but not limited to attorney's fees and other costs of defense attributable to bodily injury, sickness, disease, death, or injury to or destruction of property, including the loss of use resulting





therefrom and arising out of or resulting from the performance of the Work.

Contractor’s duty to indemnify Owner (together with its present and former officers, directors, agents, servants, employees, parent companies, subsidiary companies, affiliated companies, related companies, divisions and shareholders, and any persons or entities in privity with them or bound to pay judgments on their behalf) includes, but is not limited to, claims, damages, liability, losses and expenses caused or alleged to be caused, in whole or in part, by the sole, concurrent, joint, active, or passive negligence, and/or gross negligence, or other wrongful act or omission, or strict liability of Owner (together with its present and former officers, directors, agents, servants, employees, parent companies, subsidiary companies, affiliated companies, related companies, divisions and shareholders, and any persons or entities in privity with them or bound to pay judgments on their behalf), and/or Owner’s contractors, any subcontractors, or anyone directly or indirectly employed by them.

b) With respect to the obligation of Contractor under paragraph (a) of this Article 20, the term

"performance of the Work" shall include, but shall not be limited to, the presence on Owner's premises of Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable; and shall include, but shall not be limited to, the use by Contractor of materials, tools, equipment, supplies, or facilities furnished by Owner for use by Contractor and not to be incorporated in the Work.

21 GUARANTEES a) Contractor warrants that all materials furnished and all Work performed by Contractor pursuant

to this Contract shall minimally meet the quality specified (unless otherwise authorized by Owner), be free from faulty design (to the extent said design is not specified by Owner), workmanship, or materials and to be of sufficient size and capacity and of proper material so as to fulfill in all respects the operating conditions specified.

b) Contractor agrees that it will within a period of 12 months after final acceptance of the Work as

a whole, at its own expense and without cost to Owner, repair or replace all materials, equipment or Work furnished or performed by Contractor which does not conform to the warranty stated above, and repair or replace any damage to other Work caused by the above repairing or replacement of such defective Work. Owner may, at its option, make any necessary repairs and charge the cost thereof to Contractor. Contractor hereby separately agrees to inform Owner of the existence of any defects, whether latent or patent, immediately upon its becoming aware thereof and failure to do so shall constitute a material breach hereunder.

c) Where material is specified by trade name or number, no substitution is permitted without

written permission of Owner's representative. Owner will not accept surplus, obsolete, rebuilt, remanufactured or like new parts, material, or equipment unless specifically authorized by owner in writing. Contractor shall provide demonstrated skill by its employees, subcontractors, agents and representatives in appropriate crafts, welding, etc., by presenting current certification (within the last 12 months) and/or testing results upon request by Owner or such other further documentation as Owner may reasonably request, however, Owner’s review, or lack of review of any such certification, testing or documentation shall not any in respect constitute acceptance by





Owner of Contractor’s employees’ craft skills and does not modify, amend or relieve Contractor of Contractor’s responsibilities and liabilities contained in this Contract.

22 COMPENSATION AND PAYMENT a) Contractor agrees to accept the specified compensation as full compensation for doing all Work,

furnishing all materials, and performing all provisions embraced in this Contract; for all loss or damage arising out of the nature of the Work as 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 its acceptance; and for all risk of every description connected with the Work.

b) Unless otherwise provided for in this Contract, Owner shall pay to Contractor, for performance

of this Contract, partial payments as the Work progresses, as follows:

1) Payments made to Contractor will be made on measured Work complete, such measurements to be made in accordance with the Contractor’s Measurement Plan previously submitted and approved by Owner. The Measurement Plan must be summarized and submitted in the form of a C-Chart, which is strictly for payment purposes, that identifies the value of each portion of the work completed in accordance with the Contract Price and approved Measurement Plan. On a weekly basis, and no later than 12:00pm on the first working day after the close of Contractor’s billing week, Contractor must provide to Owner an updated C-Chart reflecting the status of Work completed.

Owner may, at Owner’s sole discretion, make payments to Contractor without the

preparation of a C-Chart. If Owner allows such payments the Contractor must submit an invoice to Owner based on a percentage completion or milestone designation. Contractor will be required to provide additional documentation to show the percentage of Work completed. Owner reserves the right to make the final determination of percentage of Work completed for payment purposes.

Any invoices submitted by Contractor for payments due hereunder must be submitted to

Owner’s Accounting Office at the location indicated in the Contract and must contain the Contract Number for which payment is being requested. Owner shall pay the approved amounts of each invoice less 10% retainage within 30 days after receipt and approval.

As soon as practicable after completion of all Work hereunder, Owner shall make final

inspection and test. If such inspection and tests prove satisfactory, the Work as a whole shall be accepted and the amount then remaining due to Contractor shall be paid no earlier than 30 days from such acceptance date, provided that Contractor shall have informed Owner of all defects pursuant to Article 21 hereof, shall have furnished Owner with a release of all claims against Owner arising under or by virtue of this Contract, other than such claims, if any, as may with the consent of Owner be specifically excepted by Contractor from the operation of the release in stated amounts to be set forth therein.

2) Payment otherwise due may be withheld by Owner because of defective Work or material





not remedied, failure of Contractor to provide to Owner time schedules or any other reports or documentation required under this Contract, claims filed, or reasonable evidence indicating probable filing of claims, failure of Contractor to make payment properly to subcontractors, or for material or labor, or a reasonable doubt that the Contract can be completed for the balance then unpaid. If the foregoing causes are removed, the withheld payments shall promptly be made. If the said causes are not removed, on written notice, Owner may rectify the same at Contractor's expense.

23 EXTRA WORK a) Contractor shall not be entitled to any compensation in addition to stated Contract Price, for the

performance of any Work not required under this Contract, unless prior to the performance of such Work, Contractor shall have received Owner's written authorization to perform such Work, and additional compensation therefore shall have been agreed upon in writing in accordance with Article 4 hereof, provided by Contractor and accepted by Owner.

b) All change orders and additional Work must have Owner's prior written authorization. Any

request from Contractor for compensation for Work done that is not in strict compliance with this Contract provision will not be accepted or paid by Owner.

c) Owner will advise Contractor of Owner’s representative who will review all change orders, and

additional Work. Communications with Owner regarding this Contract shall be through this individual, however, any material change to the terms and conditions of this Contract shall require written approval of the Owner’s Contracting Department.

24 OVERTIME a) If Contractor or its subcontractors delay the progress of the Work, Contractor shall, without

additional cost to Owner, perform such overtime as may be necessary to avoid delay in the completion of Work.

b) Owner reserves the right to direct Contractor to work overtime to complete the Work prior to the

Time of Completion as set forth herein and, if so directed in writing, Contractor shall Work such overtime. Such overtime shall be treated in the same manner as Article 23.

25 TAXES AND ASSESSMENTS Contractor shall invoice Owner in accordance with all Federal, State and Local laws, rules and regulations. Contractor shall hold Owner harmless from any and all liabilities, claims, fines and penalties, including reasonable costs, settlements and attorney’s fees, which are related in any way to Contractor’s failure to invoice as described herein. Except to the extent indicated herein, Contractor accepts full and exclusive liability for the sales, use, ad valorem, gross receipts, or other taxes levied with respect to materials furnished or work performed by Contractor, or payment made to Contractor and assessments for unemployment insurance, old age benefits, annuities, disability benefits, or other purposes which are in whole or in part measured by and or based upon wages, salaries or other remuneration paid to persons employed by Contractor in regard to Work performed





hereunder. 26 TERMINATION OF CONTRACT a) Owner may, at its sole discretion, terminate this Contract for cause, including but not limited to

the following, if Contractor, its subcontractors, its employees, or any other entity that Contractor utilizes in the performance of this Contract, as appropriate:

1) At any time refuses, neglects or is unable, for any reason, to supply sufficient skilled labor or

the proper quality and quantity of materials; or

2) Fails in any respect to perform the Work, or any separate portion, thereof with promptness and diligence; or

3) Fails in the performance of any of the agreements committed to and contained herein; or

4) Fails to start the Work on the agreed date without obtaining Owner's prior written approval

for the delay; or

5) Fails to comply with Owner's safety or environmental rules, or any Federal, State or local environmental or safety regulation or law; or

6) Becomes insolvent; or 7) Fails to coordinate its Work with other contractors on Owner’s premises.

b) In the event of the occurrence of any of the above, or the occurrence of any other matter which

the Owner feels will jeopardize the Time of Completion, the quality of the Work, the integrity of the project as a whole, or the safety or environment of Owner’s Premises, Owner shall give Contractor written notice of Owner’s requirement that Contractor correct the problem. Contractor shall, within five (5) business days after receipt of the notice, commence corrective measures and thereafter timely complete the correction to the satisfaction of the Owner. If corrective action is not taken and Contractor fails to take appropriate action to prevent a reoccurrence, or if Contractor has received several previous notices from Owner regarding Contractor’s problems, Owner may, at its sole discretion, terminate this Contract immediately.

c) In the event of such termination, Owner may provide such labor and/or materials and deduct the

cost thereof from any moneys due, or thereafter to become due, to the Contractor under this Contract. Owner may finish the Work by whatever method it may deem expedient, including the hiring of another contractor or contractors under such form of contract, as Owner may deem advisable. Further, in the event of such termination, all materials, documents, records, certifications, drawings, supplies, equipment or tools furnished, and/or paid for by Owner shall be immediately returned by Contractor, undamaged, to Owner. Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of this Contract exceeds the total expense of finishing the Work, which expense shall include all costs and expenses and additional managerial and/or administrative services and such other costs and





damages as Owner may suffer, such difference shall be paid to the Contractor upon completion of the Work, and if such expense exceeds said unpaid balance, Contractor and its sureties, if any, shall be liable for and shall pay the difference to Owner.

27 INFORMATION, UTILITIES, AND OTHER FACILITIES FURNISHED BY OWNER 27.1 Information Provided To Contractor Owner shall furnish Contractor, upon request by the Contractor, all pertinent information it may have regarding vendors, locations, availability, delivery schedules and any other necessary information for those materials, supplies, equipment, labor, or services that Owner has agreed to provide to Contractor under the terms of this Contract. 27.2 Utilities Owner will NOT furnish to Contractor gas, water and electrical services unless set forth in the Scope of Work. Owner may, at Owner’s sole discretion, allow Contractor to tie into Owner’s existing service lines, however, Contractor shall, at its own expense, furnish, install and remove from Owner’s premises, upon completion of the Work, all temporary lines necessary to convey the services to Contractor’s Work site. 27.3 Other Facilities Contractor shall provide at its own cost such office, sanitary, warehouse and other facilities, which are not made available by Owner at the Work site. Such facilities shall comply with Owner's policies/standards in regards to size, shape, appearance and type of construction. All facilities of Contractor on Owner’s premises shall be of non-combustible material. Location of such facilities shall be as directed by Owner. Contractor shall remove all such facilities so furnished by Contractor promptly upon completion of the Work or at the request of Owner. 28 Materials Handling and Storage Contractor shall be responsible for receiving, loading, unloading, transporting, securing and storing all material and equipment in a safe and workmanlike manner to eliminate damage or loss. The Contractor shall be solely responsible for all damages to, or loss of, any equipment or materials while being handled, secured or stored by Contractor. a) All equipment and materials shall be stored at designated areas assigned by Owner. Machined

and polished surfaces and exposed parts of all machinery and equipment subject to rust or corrosion shall be frequently greased and/or otherwise maintained as specified by the manufacturer to preserve their condition and kept covered at the expense of the Contractor.

b) All materials shall be protected from damage or loss by suitable means acceptable to Owner.

Materials and equipment subject to weather discoloration, such as building components in storage, spun aluminum light poles, etc., shall be properly protected.





c) Contractor shall maintain a current log of all materials furnished by Owner, easily accessible by Owner, indicating the quantity of materials received and used and the remaining balance.

d) Valves, fittings, and other materials shall be handled in a manner to prevent them from being

damaged, and shall be stored in a such manner as recommended by the manufacturer to preserve their condition, prevent loss and permit easy access for checking of quantities. Valves, flanged fittings or other material with finished surfaces shall always be placed on skids to prevent the surfaces from coming into contact with the earth. A planked-over area raised above the ground shall be an acceptable alternate to skids.

e) All fill sand, gravel, rebar and anchor bolts, upon delivery to the site, shall be segregated and

stored separately to prevent the commingling of such materials and minimize loss through admixture with surface water, soil or refuse. Fill sand and gravel shall not be stored over existing underground pipelines or other underground facilities. Rebar and anchor bolts shall be stored above ground on pallets or logs.

f) Conduit and cable reels may be stored outside but shall be adequately blocked on dunnage and

adequately protected from weather and dirt. Conduit fittings, hardware, and instrumentation, etc., shall be stored inside a temporary warehouse furnished by Contractor.

g) The following items must be stored inside an enclosed temporary warehouse area furnished by

Contractor: push-button switches, switch boards, MCCs, starter panels, switchgear, HV termination kits, light fixtures, distribution panel boards, fixture wire, switch board control wire, control panels, control devices, cable ends (which shall be wrapped with proper tape) and any equipment which is specified for indoor storage.

h) Contractor shall immediately notify Owner in writing, of damage to, or loss of, any Owner

furnished materials. 29 NON-ASSIGNMENT Contractor agrees not to assign or sublet the Work, or any part thereof, nor any money to become due hereunder, without first obtaining written consent of Owner. 30 GUIDELINES FOR DETERMINING STATUTORY EMPLOYER STATUS Pursuant to the directive of Act 315 of the 1997 Louisiana Legislature Regular Session regarding guidelines for determining statutory employer status and reliability under LA. R.S. 23:1061, effective June 17, 1997 and in consideration thereof, Owner and Contractor jointly agree, stipulate and recognize that Owner, shall be the statutory employer of any and all of Contractor’s employees and/or employees of any sub-contractor hired or retained in any manner by Contractor, while Contractor’s employees and /or any subcontractor’s employees are performing any and all work and/or providing any services under this contract between Owner and Contractor.





Owner and Contractor further stipulate, agree and recognize that all work performed under this Contract between Owner and Contractor shall be considered part of Owner’s trade, business, or occupation and shall be specifically considered an integral part of or essential to the ability of Owner to generate its goods, products or services. Owner and Contractor further stipulate, agree and recognize that the services or work provided by any sub-contractor hired or retained by Contractor for the performance of any work and /or services under this Contract, shall be contemplated by and included in this Contract. 31 WORK PERFORMED OUTSIDE OF SCOPE OF THE CONTRACT Contractor agrees that any work performed by Contractor for Owner both inside and outside the scope of this Contract will be covered by Contractor’s insurance coverage, the INDEMNITY and all other articles of the Terms and Conditions of this Contract. 32 CONFIDENTIAL INFORMATION Contractor is responsible to protect, for a period of no less than ten (10) years from the time of completion of the Work, any confidential Owner information, which it may be entrusted with or come to discover in the execution of its Work. Unless otherwise informed by Owner in writing, Contractor shall presume that all information in its possession is confidential information of Owner. Failure to meet the above shall constitute a material breach hereunder. Notwithstanding the foregoing, provided that Contractor gives Owner as much advance notice as reasonably possible in order to permit Owner an opportunity to secure a Protective Order, Contractor shall be entitled to disclose information when required by subpoena, regulation or other process of law. 33 CONTRACT INCLUDES ENTIRE AGREEMENT This Contract embodies the entire agreement between Owner and Contractor. Contractor represents that in entering into this Contract it does not rely on any previous oral or implied representation, inducement, or understanding of any kind. Any changes in the provisions of this Contract, or in the attachments hereto, made subsequent to the execution hereof, shall be made in writing and executed in the same manner as this Contract. Failure of Owner to enforce or insist upon any obligation of Contractor, or of any term or condition, under this Contract shall not be deemed to be a waiver by Owner of such obligation or term or condition. 34 ARBITRATION Any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by arbitration by a mutually agreed upon single commercial arbitrator (unless one party hereto requests a panel of three commercial arbitrators) in accordance with the latest Rules of the American Arbitration Association, in the State where the Work in question was performed, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall provide the parties with a written explanation of the reasoning behind the decision and award. If a sole arbitrator is utilized, he shall be unbiased and shall not have worked as an employee or arbitrator for either party. If three arbitrators are utilized,





each shall meet the same criteria. All arbitrators shall be chosen in accordance with the latest Rules of the Association. Such arbitration shall be instituted in accordance with such Rules, and notice of such arbitration shall be sent to the Contractor at the address on page 1 of the Contract, and to Owner at:

9 Peach Tree Hill Road Livingston, New Jersey 07039 Attention: Legal Department

Both parties hereto expressly intend, agree and acknowledge that they both knowingly, unequivocally and absolutely waive any and all right to bring any demand claim or action against the other for exemplary, treble or punitive damages in any forum, under any theory of recovery, at any time. Owner may require Contractor’s employees sign a Site Access Agreement before a badge is issued or access to Owner’s premises is allowed. The Site Access Agreement may contain an arbitration clause in addition to other site-specific provisions or requirements of Owner. Owner may, at its sole discretion, deny access to any person refusing to sign the Site Access Agreement.





Exhibit A

RELEASE KNOW ALL MEN BY THESE PRESENTS, THAT______________________________________ (hereinafter referred to as Contractor), for and in consideration of the receipt of the sum of $ from Formosa Plastics Corporation, Louisiana (hereinafter referred to as Owner) representing the final payment under Contract No. _____________ dated the day of 20 between Contractor and Owner, hereby releases and forever discharges Owner, as well as its parent corporations, subsidiaries, affiliates, related companies, successors and assigns, and Owner's property, from all claims and demands whatsoever in any manner arising out of, or related to, said Contract or labor performed or materials and equipment furnished by the Contractor in connection with, or incidental to the construction of (hereinafter referred to as the "Work") for the Owner. In consideration of, and for the purpose of inducing Owner to make, the aforesaid final payment, the Contractor hereby represents, warrants and agrees that (1) all sums due or to become due and all debts, accounts, damages, obligations, claims and demands of every nature and kind whatsoever in any manner arising out of, or related to, labor performed or materials and equipment furnished in connection with, or incidental to, said construction have been paid and satisfied, (2) there are no unsettled claims for injuries to, or death of, any persons or damage to, or destruction of, property in any manner arising out of, or related to, the aforesaid construction, and (3) it shall indemnify and hold harmless Owner, its subsidiaries, parent corporations, affiliated companies, related companies, successors and assigns from and against any claims, demands, liens, claims of lien, judgment, attachments and costs related hereto in any manner, arising out of, or related to, the aforesaid construction. The Contractor acknowledges, for guarantee purposes, that the date of acceptance of the Work performed under Contract No. is hereby established as , 20___ IN WITNESS WHEREOF, Contractor has caused this instrument to be executed by its duly authorized officers this day of , 20 ATTEST NAME OF CONTRACTOR By: _____________________________

Title: _____________________________ Sworn and ascribed to this day of 20 Notary Public My commission expires:

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