Form 3461. Agreement of Employment to Expedite the Delivery of Material. Memorandum of agreement made this day of, 19—, by and between of first part and in the state of -, party of the Company, a corporation of in the state of -, party of the second part. Period and termination of employment. 1. The party of the first part hereby agrees to expedite the deliveries of structural steel for the party of the second part, including cast-iron columns and bases, with the exemption expressed in paragraph 3 of this agreement, for a period of two years, commencing, 19-, with the privilege to either party to terminate this agreement within one year by giving written notice to the other party on or before 19-; it being further agreed by the party of the first part that if, for just cause, his services under this agreement are unsatisfactory and unacceptable to the party of the second part, this agreement is terminable upon the part of the party of the second part upon the giving of thirty days' written notice to the party of the first part of the party of the second part's intention to terminate. this agreement upon the date stated in said written notice. Undertaking of party of the first part. 2. It is mutually understood and agreed by and between the party of the first part and the party of the second part that the services of the party of the first part covered by this agreement are as follows: Generally, the securing of the delivery of the structural steel and cast iron necessary in the business of the party of the second part, at the times and in the manner required by the party of the second part; supervising the entering of the rolling lists and following them through the fabricating company's offices and the rolling mills, until the plain material has been delivered at the shops of the fabricating company; to supervise the making of shop drawings, the fabrication and shipment of finished material, and, where necessary, to trace cars and expedite movement of such cars to destination; to keep in communication with the party of the second part through its chief engineer, reporting once weekly, or whenever requested, the condition of the work at the mills and in the shops as to plain and finished material. Consideration. 3. For and in consideration of the services above described, the party of the second part agrees to pay the party of the first part, at the rate of forty cents per ton of 2,000 pounds, and to give to the party of the first part all its tonnage, including castiron columns and bases, with the exception of such cast-iron columns and bases, obtained outside a territory inclosed by a radius of fifty miles from Pittsburg, Pennsylvania. Territory of employment. 4. The party of the second part hereby agrees that not over one-third of its total tonnage, covered by this agreement, will be placed outside of the Pittsburg territory above described. Consideration for employment outside of territory. 5. If more than one-third of the party of the second part's entire tonnage, exclusive of the cast-iron columns and bases exempted under paragraph 3 of this agreement, is placed outside of the said Pittsburg territory, the party of the second part agrees to pay the party of the first part at the rate of fifty-five cents per ton of 2,000 pounds on such excess tonnage over the one-third of the total tonnage placed outside the said Pittsburg territory; the adjustment as to such excess tonnage to be made the 1st day of April of each year. Payments. 6. The party of the second part agrees to make payments for the material expedited not later than the fifteenth day of each calendar month for the tonnage of finished material shipped during the preceding month. In Witness Whereof, the parties hereto subscribe their respective names. (Construed and upheld in Vandevort v. Thompson-Starrett Co., 182 Fed. 875, where it was held that the word "expedite" is a technical word to be interpreted by the custom of the trade.) Form 3462. Agreement Between Corporation and Architects for Memorandum of agreement made this -- day of A. D. 19—, by and between Nicollet Hotel, Incorporated, a Delaware corporation, party of the first part, (hereinafter referred and -, a partnership and copartners, doing to as the hotel corporation), and composed of business as and -, parties of the second part, architects of Chicago, Illinois, (hereinafter referred to as the architects); witnesseth as follows: Preamble-Hotel project. Whereas, the said hotel corporation desires to erect a new hotel building of approximately 608 rooms, on the site now occupied by the present Nicollet Hotel on Washington Ave. between Nicollet and Hennepin Avenues, in the city of Minneapolis, State of Minnesota, and covering approximately 33,820 square feet; and Whereas, said hotel corporation desires to employ the said architects to render the usual architectural services in and about the erection of said new proposed hotel building; and Whereas, the said architects are willing to render such services on the terms hereinafter stated; Now therefore, in consideration of the premises and the mutual agreements hereinafter contained, it is agreed by and between the hereto as follows: Services to be rendered. The said architects agree to furnish the usual architectural services in and about the erection of said building, to include such of the following services as may be necessary therefor, namely; making reports and estimates for the preliminary study of the project; making working drawings and specifications, complete for the taking of bids and letting of contracts for construction of the buildings, supplemented by large scale details and full size drawings to clearly define the intention of the working drawings; and to keep on the job at Minneapolis a competent superintendent of construction to assure that the materials and workmanship fully comply with the provisions of the plans and specifications. Said services of said architects shall embrace the architectural structural, mechanical, electrical, heating, plumbing and sanitary portions of said structure. Said architects shall also keep complete records of all transactions and render monthly statements to the said hotel corporation, or to such agent as the said hotel corporation may designate, of the condition of all contracts and operations within the jurisdiction of the architects, in and about the erection of said building, and shall use their best efforts to cause the various contractors erecting said building, and each portion thereof, or furnishing materials therefor, to comply promptly with the provisions of their respective contracts. It is understood and agreed, however, that no plans or specifications for, nor any superintendence in connection with, any furnishings of the said proposed building, are included in the said services of the architects herein provided for. Consideration and fees. The said hotel corporation hereby employs said architects to furnish said services, upon the basis of the plans and specifications of the said architects, (of which copies have been signed by Company, the general contractors for said building on or about the same date on which this agreement is executed), the sum of eighty thousand dollars ($80,000.00) in cash, and four hundred (400) shares of the common stock without nominal or par value of a total authorized issue of 5,000 shares of common stock without nominal or par value, of the said hotel corporation, said common stock to be fully paid and non-assessable, said cash and shares to be paid or delivered as hereinafter provided. In the event, however, that the extent of the work is materially increased, so that the total cost of the building including in such cost only amounts paid to contractors as costs or fees, exceeds $2,200,000.00, then the said hotel corporation shall pay the said architects, in addition to the said fee herein above provided for, an additional fee amounting to six per cent. of the excess of such cost in excess of $2,200,000.00, such fee to be payable in cash from time to time as the architects' certificates are issued to the contractors covering such excess cost. It is understood and agreed, however, that the usual shop schedules and drawings, which are customarily supplied by the contractors, particularly including special drawings of the structural steel, terracotta, cut stone, iron work, and like items, required by modern shop practice, need not be furnished by the architects hereunder. It is further agreed that no extras or credits will be ordered except on the written approval of the said hotel corporation, or such agent or agents as it may in writing duly authorize for that purpose, and that such extra or credit orders shall be countersigned by the architects before same are delivered to the contractor. Stock to be delivered to second parties. It is agreed by said hotel corporation that the said fees hereinabove provided for, shall be paid or delivered to the said architects as follows: 19, Cash $40,000.00, Stock 200 shares. 19-, Cash 19-, Cash 19-, Cash 19-, Cash On On 2,000.00, Stock 10 shares. On 2,000.00, Stock 10 shares. 19-, Cash 4,000.00, Stock 20 shares. 2,000.00, Stock 10 shares. On 19, Cash 2,000.00, Stock 10 shares. Stock delivery delayed on contingency. It is further agreed, however, that if after bids for the said building are received, it is decided for any reason to delay starting the erection thereof for a period exceeding two months, then and in that event the said payments of cash and deliveries of stock shall not be made on the dates as set forth in the table hereinabove contained, but the said hotel corporation shall in that event pay the said architects on 19-, only the sum of thirty thousand dollars ($30,000.00) in cash, and need not on said date deliver any of said stock; but thereafter of the first day of the month next following the commencement of the erection of the said building, the said hotel corporation shall pay to said architects the sum of ten thousand dollars to said architects 200 shares of said stock (thus completing the payment and delivery which would have been due 19, had such delay not occurred) and shall on the first of the following month make the same payment and delivery as that set forth in said table until date of —, 19—, and shall thereafter make the payments of cash and the deliveries of stock on the first of each month in all respects as in said table provided, save only as to the dates in said table. Stock certificates assigned to trustees of voting trust. As the certificates for shares of stock in Nicollet Hotel, Incorporated, herein provided to be delivered to the architects |