ML19257B572
| ML19257B572 | |
| Person / Time | |
|---|---|
| Site: | Crane  |
| Issue date: | 08/15/1977 |
| From: | Creitz W, Oconnor W CATALYTIC, INC. (SUBS. OF AIR PRODUCTS & CHEMICALS, METROPOLITAN EDISON CO. |
| To: | |
| References | |
| TASK-TF, TASK-TMR NUDOCS 8001170665 | |
| Download: ML19257B572 (30) | |
Text
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A G R E E M E li T p
THIS AGREEMENT made the 1st day of June, 1977, between METROPOLITAN EDISON COMPANY, a Pennsylvania Public Utility Corporation having its principal place of business at 2800 Pottsville Pike, Township of County of Berks, Commonwealth of Pennsylvania, and herein Muhlenberg, referrred to as, "0WNER",
and CATALYTIC, Inc., a Delaware Corporation, authorized to do business in Pennsylvania, and having its principal place of business at Centre Square, West, 1500 Market Street, in the City of Philadelphia, County of Phila-delphia, Commonwealth of Pennsylvania, and herein referred to as
" CONTRACTOR",
WITNESSETH WHEREAS, OWNER desires CONTRACTOR to furnish OWNER'S requirements f
of craft labor, staff personnel, supervision, tools, consumable materials, non consumable materials, equipment and support facilities, all to the extent requested by OWNER from time to time, for performance of WORK on OWNER'S nuclear generating station, known as THREE MILE ISLAND, UNITS I & II (herein "TMI"); and WHEREAS, CONTRACTOR is desirous and capable of furnishing the aforesaid requirements, in consideration of the CONTRACT PRICE; NOW, THERFORE, OWNER and CONTRACTOR agree as follows:
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SCOPE ARTICLE I A.
CONTRACTOR shall furnish all necessary craft labor from the thirteen categories of trades of the American Federation of Labsr Building Trades Council as and when requested by OWNER pursuant to this Agreement.
These categories of craft. labor shall be as follows:
Asbestos Workers Boilermakers Bricklayers Carpenters & Millwrights Cement Masons Electricians Iron Workers Laborers Operating Engineers Painters Sheet Metal Workers Teamsters Plumbers-& Steamfitters B.
CONTRACTOR shall perform any and all WORK using these trades that is directed by OWNER; such WOt shall be performed under the supervison of CONTRACTOR, OWNER or other authority as OWNER may direct from time to time in its sole discretion.
ARTICLE II - DETAILS OF SCOPE A.
WORK CREWS & SUPERVISION 1.
CONTRACTOR'S work crews shall consist of such number of craft workers, representative of the trades aforementioned, as OWNER shall request from time to time; however, OWNER is not required to request any such workers at all nor is it required to establish a minimum basic crew.
OWNER shall have authority to direct the distribution of labor and of all of CONTRACTOR'S obligations hereunder.
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L 2.
All trade personnel employed by CONTRACTOR under this AGREEMENT, unless otherwise directed by OWNER, shall work under the direct control of CONTRACTOR and, in such instances CONTRACTOR supervisors shall take direction from the supervisor of maintenance of OWNER, or assignee.
3 If OWNER directs the WORK to be supervised by OWNER OR ANOTHER AUTHORITY (such as, but not limited to, the GPU Service Corporation, United Engineers &
Constructors Inc., or equipment vendors), CONTRACTOR shall provide that all such WORK be performed in accordance with the applicable requirements of appropriate (as determined by OWNER) procedural manuals and codes, if any.
B.
STAFF PERSONNEL CONTRACTOR shall furnish all necessary staff personnel, such as, but not limited to, superintendents, clerks, expeditors, secretaries, QC personnel, and engineering personnel, as may be required and directed by OWNER.
ARTICLE III - TERM OF AGREEMENT A.
This AGREEMENT shall extend from June 1,
1977 to May 31, 1979 inclusive, and for such additional period as the parties hereto may mutually agree.
During such term, or extension thereof, CONTRACTOR shall proceed with the WORK at a rate commensurate with the progress of OWNER'S related work, or as OWNER directs.
B.
CONTRACTOR further shall make deliveries of material and equipment so as not tc delay its work and not to interfere with or delay related work and to postpone and arrange such deliveries to conform with the requirements of OWNER'S schedule.
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4 C.,
The time period set forth in Paragraph A shall be referred to herein as " TERM OF AGREEMENT."
ARTICLE IV - C3NTRACT PRICE CONTRACT PRICE shall mean the total sum OWNER is obligated to pay CONTRACTOR for the performance of WORK under this AGREEMENT.
.f the WORK not listed under this ARTICLE IV shall be Any part performed and/or furnished at CONTRACTOR'S expense unless specifically CONTRACT provided for reimbu sement elsewhere in the AGREEMENT.
PRICE shall be computed as follows:
A.
CRAFT LABOR, AS SET FORTH IN ARTICLE I.
1.
CONTRACT PRICE FOR CRAFT LABOR shall be as follows:
Hourly Wage,
- As set forth in appropriate union agree-Fringe Benefits ment, incorporated herein by reference and as summarized in the attached In-dividual Craft Cost and Labor Rate Sheets, made a part hereof.
Increased by the following factors:
5.85%
FICA Pa. Unemployment 4.0%
Federal Unemployment
.7%
1.8%
Work Comp.
Public Liability Ins.
.56%
12.91%
and further increased by the fc11owing factors:
Small tools (See ppg. F-2) 2.0% of accumulated straight time labor rate and straight time overtime Overhead 3.0%
2.0%
Profit for each hour satisfactorily engaged in the performance of this CONTRACT.
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The HOURLY RATES set forth in the above referenced sheets J
2.
shall remain unchanged throughout the TERM OF AGREEMENT (ARTICLE III), unless:
The underlying Labor Agreement or Agreements CONTRACTOR a.
has entered into, and from which the HOURLY RATES are derived, expire prior to the end of the TERM OF AGREEMENT; and CONTRACTOR has found it necessary, after good faith b.
bargaining, to enter into a new Labor Agreement or new Labor Agreements, which provide, inter alia, for an increase or decrease in the HOURLY RATES appearing on said sheets; and CONTRACTOR has provided OWNER with a conformed copy c.
of said new Labor Agreement or new Labor Agreements and has provided OWNER with new sheets reflecting the foregoing changes.
l In the event CONTRACTOR complies with the provisions 3
of the foregoing Pargagaph 2, OWNER shall review the new sheets for conformance with the new Labor Agreement or Labor Agreements.
If OWNER believes that the new sheets correctly reflect the increases / decreases occasioned by the new Labor Agreement or Labor Agreements, and if OWNER believes that CONTRACTOR has carried out the aforesaid bargaining in good faith, OWNER shall incorporate the new sheets into this AGREEMENT, and shall make payments accordingly; provided, the effective date of the new sheets shall not be earlier than the date of expiration i9i5 021
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4 of the underlying agreements r0ferred to under Paragraph A.2.a. of this ARTICLE IV; and further provided, a change in the profit, overhead, and small tools percentagc components shall not be permitted.
4.
In the event of a subsequent change in said HOURLY RATES, the entire process set forth under this ARTICLE IV shall be repeated.
5.
A change in any statutorily required component and in worker's compensation and public liability insurance of HOURLY RATES, due to a legally effected change in said component, shall automatically be incorporated into the HOURLY RATES upon OWNER'S receipt and approval of adequate documentation.
6.
The FICA, Pennsylvania Unemployment Compensation and Federal Unemployment Compensation billed by CONTRACTOR to OWNER for craft labor shall not exceed the applicable legal limits.
B.
STAFF PERSONNEL, AS SET FORTH IN ARTICLE II-B.
1.
The HOURLY RATES for the aforesaid categories of Staff Personnel shall be t.ose set forth in the attached " Job and Salary Classificatior. Schedule" herein " STAFF LIST," said STAFF LIST forming a part of this CONTRACT.
2.
The HOURLY RATES set forth in - the STAFF LIST shall remain unchanged throughout the TERM OF AGREEMENT, unless:
a.
CONTRACTOR has, in g7od faith, found it necessary to increase / decrease any or all of the components of the HOURLY RATES, within the specified ranges, and b.
CONTRACTOR has provided OWNER with a new STAFF LIST reflective of said increases.
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S 3.
In the event CONTRACTOR complies with the provisions of the foregoing Paragraph 2, OWNER shall review the new STAFF LIST for conformance with the requirements of said Paragraph.
CONTRACTOR shall promptly provide OWNER with any and all documentation and information OWNER may reasonably request in order to conduct said review.
If OWNER, in good faith, then believes that said new STAFF LIST is reflective of said increase /cecreases and that said increases / decreases have been negotiated by CONTRACTOR in good faith, OWNER shall incorporate the new STAFF LIST into this AGREEMENT, and shall make payments accordingly.
The new STAFF LIST, if incorporated as aforesaid, shall become effective thirty (30) days from the data CON-TRACTOR han provided said list to OWNER; provided, however, that CONTRACTOR has not delayed OWNER'S review by CONTRACTOR'S,
failure to promptly furnish OWNER'S requested documentation.
4.
A change in any statutorily required component of HOURLY RATES, due to a legally effected change in said component shall automatically be incorporated into the HOURLY RATES, upon OWNER'S receipt and approval of adequate documentation.
5.
The CONTRACT PRICE for Staff Personnel stationed at TMI shall be the product of the HOURLY RATES and the number of hours by class satisfactorily (as OWNER determines) engaged in the performance of this CONTRACT, increased by a factor of 50%.
Said 50% factor is subject to re-negotiation after June 1, 1978.
Any changes in existing salary classification of Staff Personnel at the TMI site shall be subject to prior approval of OWNER.
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6.
CONTRACTOR'S home office management, engineering, estimating, cost analysis, purchasing and labor relations will be charged on an Owner-authorizing basis, at the actual cost of salaries for time directly engaged on the work plus 100% of said salaries to cover payroll taxes and insurance, overhead and such as pension, vacation, holiday allowance, fringe benefits, sick or leave time, etc.
Related home office expenses (set forth in the attached list 7.
of home office expenses) associated with home office assign-ments will be reimbursed at actual cost.
Travel expenses shall be reimbursed in accordance with the 8.
attached " Domestic Travel Policy", dated 1 May 1977, incor-porated herein by reference.
MATERIAL (excluding consumables)
C.
The CONTRACT PRICE for material supplied by CONTRACTOR at OWNER'S request shall be the sum of CONTRACTOR'S appropriate & reasonable cost of material and one and one-half (1-1/2%) percent.
D.
EQUIPMENT RENTAL & SUBCONTRACTS The CONTRACT PRICE for CONTRACTOR'S equipment rental shall be 1.
as set forth in the attached schedule of equipment rental, said schedule form a part of this AGREEMENT.
The CONTRACT PRICE for subcontracts and third party equipment 2.
rental supplied by CONTRACTOR at OWNERS request shall be the sum of CONTRACTOR'S appropriate and reasonable cost of the subcontract or the third party equipment rental and one and one-half (1-1/2%) percent.
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D.,
SUPPORT FACILITIES Support facilities shall include fuel, water, telephone, The telegraph, vehicles, office supplies, and similar items.
CONTRACT PRICE for support facilities shall be the CONTRACTOR'S appropriate cost, to the extent the support facilities are reasonable and necessary, as determined by OWNER.
E.
TAXES Without limiting the generality of the definition of CONTRACT PRICE, Pennsylvania Sale and Use Taxes are specifically excluded from its scope.
OWNER shall be responsible for the payment of said taxes to the extent it is not exempt from the obligation to pay.
F.
SMALL TOOL 3 & CONSUMABLES 1.
Unless OWNER directs otherwise, CONSUMABLES shall be supplied by CONTRACTOR.
The CONTRACT PRICE for CONSUMABLES shall be CONTRACTOR'S reasonable and necessary cost.
Prior 3
to OWNER'S incurring any obligation to pay, CONTRACTOR shall furnish OWNER with original invoices as proof of purchase price.
2.
Unless OWNER directs otherwise, SMALL TOOLS shall be supplied by CONTRACTOR.
The CONTRACT PRICE for SMALI TOOLS shall be 2% of the accumulated basic hourly wages appearing on the Craft sheets.
3 If OWNER so directs, CONTRACTOR shall purchase SMALL TOOLS from OWNER at a mutually agreeable price; this arrangement shall not effect in any manner the CONTRACT PRICE for SMALL TOOLS set forth in the preceding paragraph.
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OWNER will reimburse CONTRACTOR for any of CONTRACTOR'S tools which become contaminated during the assignment at mutually agreed upon fair market value.
ARTICLE V - AUDIT A.
CONTRACTOR hereby grants OWNEh and/or its authorized representa-tives the absolute right to examine and review, from time to time any or all of CONTRACTOR'S invoices, cancelled checks, payroll cards, job cost cards, and any or all other records of CONTRACTOR,.
and/or its subcontractors, to the extent related to this AGREEMENT.
B.
The aforesaid absolute right shall exist throughout the TERM OF AGREEMENT, and 'sr a period of three (3) years thereafter, and may be exercised at all reasonable time or times.
C.
CONTRACTOR shall fully co-operate with OWNER and/or its authorized representative in the exercise of this right; shall permit OWNER and/or its authorized representative to enter upon CONTRACTOR'S premises at reasonable times for this purpose; and further shall preserve all of the aforesaid records throughout the existence of this right.
ARTICLE VI - HEALTH PHYSICS CONTRACTOR prior to permitting any of its employees to work in con-trolled radiation areas, shall certify to OWNER, based upon a reason-able investigation as to each employee, that such employee's general health and physical condition are such as to permit the performance of assigned duties without undue risk of operating errors, property damage, injury, or impairment of ability to cope with emergencies 1915 026
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no'r have any physical conditions or corrective devices that rostrict the mobility of such employees or preclude the wearing of protective To the extent CONTRACTOR obtains on its own clothing and equipment.
or receives from its employees any records of physical examinations, it shall maintain complete records thereof for inspection and use by OWNER, or authorized representative.
Further, CONTRACTOR shall require each such employee to submit to all of the following unless specifically waived in a particular instance by OWNER:
Prior to working in a controlled radiation area - a urine A.
sample and fully complying with OWNER'S previous radiation exposure history inquiry.
Prior to or simultaneously with such employee's termination B.
of employment based on the radiation protection supervisor's judgment, a urine sample.
Such other examinations and tests as OWNER may require from C.
time to time.
OWNER shall bear the cost of performing the aforesaid urine sample and other examinations and tests performed under provision C of this article.
ARTICLE VII - QUALITY ASSURANCE CONTRACTOR shall perform all work, designated by OWNER as safety in accordance with the Quality Assurance Program submitted
- related, in its PROPOSAL, to the extent said Program has been-accepted by OWNER, unless OWNER directs otherwise.
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4 ARTICLE VIII - MISCELLANEOUS PROVISIONS A.
WORK BY OTHERS OWNER reserves the right, throughout the TERM OF AGREEMENT, to perform part or parts of the WORK with its own employees,.
using its own equipment, material, supplies, facilities, staff personnel, and other incidentals; and further, OWNER reserves the right to engage, from time to time, a firm or corporation other than CONTRACTOR to perform part or parts
.t.
of the WORK.
B.
SECURITY PROCEDURES CONTRACTOR shall provide that its personnel and its Sub-contractor persoanel shall be subject to and shall adhere to OWNERS'S security procedures.
1.
CONTRACTOR shall require its personnel to undergo an indoctrination program into security procedures at TMI provided by the OWNER.
2.
CONTRACTOR shall provide that CONTRACTOR personnel who knowingly violate security procedures will be subject to immediate te. amination.
3 Any costs, fines, or other penalties incurred by Owner due to security violations committed by CONTRACTOR, its personnel, subcontractors, and/or their personnel, shall be payable by CONTRACTOR.
C.
KEY PERSONNEL CONTRACTOR shall not remove, transfer, and/or replace any or all of its key personnel without prior written consent of OWNER.
CONTRACTOR shall remove any or all of its craft i915 028
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labor or staff personnel that the OWNER considers incompetent or not properly performing assigned duties.
D.
TITLE AND PROTECTION CONTRACTOR shall warrant without limitation of time that all materials, equipment, small tools, consumables, nonconsumables, components and everything else furnished by it under the AGREEMENT are free of all liens or defects in title.
Title to the forego-ing, and to any replacements thereof or substitutions therefore, shall pass from CONTRACTOR to OWNER upon delivery to ths site (unless rental is contemplated).
Risk of loss shall remain with CONTRACTOR until incorporation into the WORK and acceptance thereof by OWNER.
C03RECTILN OF DISCREPANCIES TO MEET OWNER'S SATISFACTION E.
1.
After the completion of any or all portions of the WORK assigned to CONTRACTOR, OWNER or its agent will normally conduct and/or require CONTRACTOR to conduct, testing and/or inspection to verify that such completion is in accordance with the specifications for the particular WORK assignment.
2.
All discrepancies noted by OWNER and/or CONTRACTOR during such testing and/or inspection shall be repaired by CON-TRACTOR in accordance with ARTICLE XI of this AGREEMENT, if such d1rcr:paccia-are due to negligence of CONTRACTOR, including, but not limited to, a failure to follow the applicable procedure.
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3 OWNER may at its sole option take responsibility for the completed portion before the correction of dis-crepancies by CONTRACTOR.
This shall not be deemed an acceptance of the work.
4.
CONTRACTOR may have its representative present during all such testing, and/or inspection.
F.
RELEASE OF INFORMATION 1.
CONTRACTOR shall not release any information concerning the WORK or any part thereof, including, but not limited to, e.dvertising, publicity, news releases, or professional articles, without the prior written permission of OWNER.
2.
CONTRACTOR acknowledge. that OWNER is required by applicable provisions of law to, and hereby agrees that OWNER may, divulge publicly and to certain regulatory agencies infor-mation concerning the WORK and the terms of the AGREEMENT.
G.
INSPECTION APPROVALS AND ACCEPTANCE 1.
All field designs, procedures, shop fabrication and testing shall be subject to audit, review, inspectien, approval and/or acceptance by OWNER.
OWNER and/or its designated agents shall be allowed reasonable access to CONTRACTOR'S offices and shops, as well as to those of subcontractors, for the p>.rpose as stated herein and in other sections of this AGREEMENT.
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2.
Approval and acceptance by OWNER shall in no way relieve CONTRACTOR of compliance with this AGREEMENT and/or any applicable codes, standards, federal regulations.
H.
POSSESSION PRIOh TO COMPLETION OWNER shall have the right to take possession of or use any completed or partially completed part of the WORK.
Such possession or use shall not be deemed an acceptance of any WORK not completed in accordance with the AGREEMENT.
I.
PATENTS AND ROYALTIES CONTRACTOR shall pay all license fees, charges and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others.
CONTRACTOR shall indemnify and save harmless the OWNER, all its officers and subordinates from all suits and actions of every nature and description brought against them, or any of them, for or on account of the use of patented appliances, products, processes, constructions, designs, or methods, or the infringement of any patent, trademark or copyright.
Prior to final payment and acceptance of the WORK by OWNER, CONTRACTOR shall, if so requested by OWNER, submit proof of the full payment of such fees, charges, and royalties, or in lieu thereof, it so requested by OWNER, CONTRACTOR shall give such security as may, in the opinion of OWNER'S legal counsel, be necessary to indemnify and save harmless the OWNER, its officers and subordinates as aforesaid.
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J.
SAFETY AND PROTECTION 1.
CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the WORK.
It shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to:
(a) all employees on the WORK and other persons who may be affected thereby, (b) all the WORK and all materials or equipment to be incorporated therein, whether in storage on or off the site, and (c) other property at the site or adjacent thereto, including, but not limited to trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.
CONTRACTOR shall comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss.
CONTRACTOR shall furnish, erect and maintain, as required by the conditions and progress of the WORK, all necessary safeguards for safety and protection.
CONTRACTOR shall notify OWNERS of adjacent utilities when prosecution of the WORK may affect them.
Any and all damage or loss to any property referred to under this paragraph caused, directly or indirectly, in whole or in part, by CONTRACTOR, any SUBCONTRACTOR or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, 1915 032
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sb.all be remedied by CONTRACTOR; except damage or loss wholly attributable to the acts or omission of OWNER.
The foregoing shall be subject to the limitation under ARTICLE XI.
2.
CONTRACTOR shall designate a responsible member of its organization at the site whose duty whall be the prevention of accidents.
This duty shall be the responsibility of CONTRACTOR'S superintendent unless another person is designated in writing by CONTRACTOR to OWNER.
K.
CLEANING UP CONTRACT 0H shall keep the premises free from waste materials, rubbish, and other debris resulting from the WORK, and, in addition to the foregoing, at the completion of the WORK, CONTRACTOR shall remove all )2sta materials, rubbish and debris from and about the premises as well as all tools, construction equipment and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER.
CONTRACTOR shall restore to their original conditions those portions of the site not designated for alteration by thd AGREEMENT.
L.
INDEMNIFICATION 1.
CONTRACTOR shall indemnify and save harmless OWNER and its agents and employees from and against any and all claims, damages, losses, and expenses (including but not limited to attorneys' fees and investigative costs) arising out of or resulting from the performance of WORK, provided that any such claim, damage, loss or expense (A) is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of property (be it real or personal, tangible or intangible and including but not limited to 1915 033
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property of OWNER) and (B) is caused in whole or in part by a negligent act or omission, or an act or omiscion for which strict liability is imposed by law, of CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such act or omission is caused in part by OWNER.
2.
In any and all claims against OWNER or any of its agents or employees by CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the foregoing indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CONTRACTOR or any SUBCONTRACTOR under workers compensation acts, disability benefit acts, or other i
employee benefit acts.
3 Notwithstanding any provisions contained in this AGREEMENT, CONTRACTOR is released and shall not be responsible for any claims or expenses, legal or otherwise, of OWNER for damage to property or for bodily injuries, including death, outside of the coverage or in excess of the limits of the insurance specified in ARTICLE IX of this AGREEMENT.
M.
WAIVER CONTRACTOR hereby releases and waives any right to ask for, or demand, damages for, or on account of, any loss or injury (including, but not limited to, wrongful death) arising from the condition of the premises or the conduct of any activities i915 034
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4 thereon by any person, unless caused by the sole negligence of OWNER.
N.
ASSIGNMENT CONTRACTOR shall not assign any portion of the WORK to any other entity without the prior written consent of OWNER.
O.
CAPTIONS The captions to all sections of the AGREEMENT are for information only, and shall not be construed to affect any of the provisions contained therein.
P.
REMEDIES The listing of any specific remedy or remedies of OWNER shall not be construed to limit any other remedies OWNER may have at law or in equity.
Q.
INTEGRATION This AGREEMENT contains the entire understanding between OWNER and CONTRACTC3 as to the respective obligations of each.
There are no understandings or obligations, verbal or otherwise, not appearing herein, or expressly incorporated by reference.
R.
PAYMENT TERMS Payment terms and invoicing shall be as mutually agreed upon at a future time.
ARTICLE IX - INSURANCE During the term of this AGREEMENT, CONTRACTOR shall procure and/or maintain the following insurance coverages:
A.
Comprehensive General Liability Insurance Such coverage shall include:
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a (1) Bodily Injury Liability -
500,000 per person
$1,000,000 per occurrence (2) Property Damage Liability - $
500,000 per occurrence (3) contract"al Liability (4) OWNER as named insured (5) Excludes damage to property in the care, custody or control of the insureds.
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B.
Automobile Liability Insurance f~
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(1) Bodily Injury -
$3r.,000 per person
$500,000 per occurence (2) Property Damage -
$100,000 per occurrence C.
Workmen's Compensation - Statutory (1) Employer's Liability - $300,000 Certificates of Insurance evidencing the above coverages shall be submitted to OWNER within fifteen (15) days from tha date hereof.
Said certificates shall include a brief description of the operations to be performed and contain a thirty (30) cay notification of cancella-tion or change in coverage clause.
The General Liability Insurance Certificate shall indicate compliance with the special provisions requested in A(1)-(5) of this ARTICLE.
The document entitled "Special Nuclear Conditions of Sale",
attached hereto, shall form a part of this AGREEMENT.
D.
All risk / legal liability Property Damage Insurance with an aggregate limit of $10,000,000 applicable in any one loss, disaster, or casualty, subject to a reimbursable $10,000 deductible clause.
This insurance provides coverage for property in CONTRACTOR'S care, custody or control of the insureds.
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ARTICLE X - TERMINATION A.
TERMINATION FOR DEFAULT Failure by CONTRACTOR to perform any of its obligations hereunder, including, but not limited to, a failure to complete the portion of the WORK assigned within the time and in the manner specified, shall give OWNER the right to cancel the entire AGREEMENT or portion thereof at OWNER'S option.
CONTRACTOR shall not be entitled to any reimbursement of its expenses resulting from a cancellation under this Item whether the cancellation affects the whole or only a part of the AGREEMENT, except for the reasonable value of necessary materials furnished by CONTRACTOR title to which has passed to OWNER prior to any such cancellation.
In the event of CONTRACTOR'S failure to perform, OWNER further reserves any and all rights and re'edies it may have under law.
B.
TERMINATION FOR CONVENIENCE OWNER may terminate this AGREEMENT at any time for its convenience.
If such termination occurs, OWNER shall reimburse CONTRACTOR for all reasonable and necessary expenses to the time of termination.
ARTICLE XI - WARRANTIES AND GUARANTEES A.
COMPLIANCE WITH' LAWS, ORDINANCES, CODES, RULES AND REGULATIONS 1.
CONTRACTOR agrees to secure, at its own expense, all permits, licenses, franchises and consents required by law or necessary to perform the WORK and shall give all notices and pay all fees and otherwise comply with all applicable municipal, county, state and federal la'rs, ordinances, rules and regulations, and with all specifica-tions which OWNER may issue from time to time, including, 1915 037
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without in any way limiting the generality of the fore-going, the provisions of the Occupational Safety and Health Act, and the ter.
of idendum A, Equal Opportunity Clause-attached nereto anc ferm.ng a part hereof.
2.
If CON'RACTOR perf a any wor.: contrary to such laws, specifications, ordinances, codes, rules or regulations, and/or without obtaining said permits, licenses, franchises, and consents without obtaining prior written approval from OWNER, CONTRACTOR shall bear all costs arising from the modification of such WORK to comply with such laws, specifi-cations, ordinances, codes, rules or regulations.
3 In addition to, and not in limitation of the foregoing, CONTRACTOR warrants that it has acquired, or now has the ability to acquire, certifications from professional organizations, such as, without limiting the generality of the foregoing, an "N stamp" issue by American Society of Mechanical Engineers.
Reasonable and necessary costs directly related to the procurement of said "N" stamp shall be borne by OWNER, provided OWNER gives prior written approval to said costs.
B.
DEFECTS 1.
a.
CONTRACTOR shall perform the work in accordance with sound maintenance and construction principles and practices and shall use good workmanship and materials (except for materials supplied by OWNER) in the per-forr.ance of the work hereunder.
b.
In the event of any oeficiencies in the work performed by CONTRACTOR the deficient item of work shall be re-
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6 paired by CONTRACTOR at his expense, subject to the limitation that (i) CONTRACTOR'S aggregate liability for repair of such items of Work shall not exceed an amount equal to 50% of the " Profit" on Craft Labor paid by OWNER to CONTRACTOR under Article IV of this AGREEMENT, during the contract year in which the deficiency or deficiencies occur, and (ii) such de-ficiencies are detected within one year from the date CONTRACTOR substantially completed the item of work, and (iii) CONTRACTOR shall have received written notice of such deficiency within thirty days after discovery thereof by OWNER.
2.
CONTRACTOR shall use its best efforts to obtain from all SUBCONTRACTORS and vendors suitable warranties with respect to services, materials and equipment and to the extent obtainable, all subcontracts and purchase orders shall stipulate that the warranties shall inure to and be enforceable by OWNER as well as CONTRACTOR.
CONTRACTOR'S liability with respect to services, materials and equipment provided under any such subcontract or purchase order is limited to the use of its best efforts to obtain auch terms and conditions, including warranties and guarantees, as are reasonably obtainable.
As part of its responsi-bilities hereunder, CONTRACTOR shall assist OWNER in enforcing such terms and conditions to their full 1915 039
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extent, and CONTRACTOR'S costs in connection therewith shall be reimbursable costs.
3 Under no circumstances shall CONTRACTOR, its officers, agents or employees, or its SUBCONTRACTORS or suppliers, be liable to OWNER for incidental or consequential loss e
or damages, including, but not limited to, loss of use or loss of profit.
4.
Releases from and limitations on liability expressed in this AGREEMENT shall apply even in the event of the fault or negligence of the party released or whose liabilities are limited hereby.
ARTICLE XII - DEFINITIONS For the purpose of this C')NTRACT, the following terms shall have the meanings set forth hereafter:
A.
Small Tools - Tools having a purchase price or value under two hundred ($200) dollars per tool, such as, without limiting the generality of the foregoing, wrenches, hammers, etc.
Small tools are listed on Exhioit VIII, attached hereto and forming a part hereof.
B.
Consumables (or Consumable Materials) - Incidental non-reusable materials, such as, without limiting the generality of the foregoing, pipe gasket material, welding rods, etc.
Consumables are listed on Exhibit VII, attached hereto and forming a part hereof.
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1915 040
C..,
WORK -
The totality of CONTRACTOR'S obligations under this AGREEMENT.
The scope of the WORK shall be divided into two (2) categories:
General Maintenance and New Construction.
D.
General Maintenance - General upkeep, corrections to design, manufacturing, and construction deficiencies, plant' betterment, and similar items, as OWNER may direct.
E.
New Construction - (For Unit II only) Completion of electrical circuits, completion of piping system (including, but not limited to, hanger installation), com-pletion of building c1csures, painting, insulation,
heat tracing, road paving, site restoration, and similar items, as OWNER may direct.
ARTICLE XIII - Attachments A.
The following 'Jcuments are attached as exhibits to this AGREE-MENT and form an integral part thereof:
1.
Catalytic Craft Labor Rate Sheets (Exhibit I) 2.
Catalytic Job & Salary Classification Schedule - 1 January 1976 (Exhibit II) 3 List of Reimbursible and Nonreimbursible Home Office Contract Costs (Exhibit III) 4.
Domestic Travel Policy, dated 1 May 1977 (Exhibit IV)
S.
Equipment Rental Rates - Major (Exhibit V) 6.
Equipment Rental Rates - Minor (Exhibit VI) 7.
List of Consumables (Exhibit VII) 8.
List of Small Tools (Exhibit VIII) 19i5 041 Page 25 -
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9 Proposal to Metropolitan Edison Company for General Maintenance and Construction Services at Three Mile Island Nuclear Station, Units I and II, Middletown, Pa., consisting of:
A.
Volume 1, Technical B.
Volume 2, Key Personnel C.
Standard Quality Assurance Program D.
Radiation Protection Procedures Items A thru D are collectively referred to as EXHIBIT IX.
- 10. Maintenance Contractor's Operational Manual (EXHIBIT X).
- 11. OWNER'S Completed Purchase Order form, # lid')/3 5 gp-B.
In the event of conflict, the order of precedence shall be:
the AGREEMENT, EXHIBIT X, EXHIBITS I - IX.
ARTICLE XIV - NOTICES I.
All notices and other communicacions hereunder shall be directed as follows:
A.
CONTRACTOR W. J. O'Connor (All Contractual Matters)
Senior Vice President J. A. Murphy (All Technical Matters)
Senior Maintenance and Constuction Manager B.
OWNER A. John Mazella (All Contractual Matters)
Manager - Contracts H. E. Bodden (All Technical Matters)
Manager - Generation Maintenance 1915 042
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ARTICLE XIV - Execution In witness of the foregoing AGREEMENT and attachments thereto, and intending to legally bind ourselves, our successors and assign to the terms, conditions, and provisions thereof, we hereby cause this document to be executed this /)
' day of c)
,1977.
Catalytic, Inc.
Metropolitan Edison Company By.
J' u r r<v By
'/
(Title & Name)
W. M.
Crptz, President W. J. O'Connor cepreide
./. / /
Senicry//// di Attest:
[.I '. I' I Attest:
/~(Title)-
Secretary E. W. Wyatt gf Assistant Treasurer (Seal)
(Seal) 1915 043
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f,.
SPECIAL BUCLEAR CONDITIONS OF SALE
," Owner-Licensee"
" Purchaser" "Sener" The folleving conditions shall apply in every instance to an sales of material, equipment, and/or services by Sener, which are to be used directly or indirectly in or with any nuclear power 71 ant or other NRC licensed production or utilization atomic facility. A H Quotatic;.is for such material, equipment, and/or services whether for or in connection with original equipent or spare parts are expressly conditioned upon the Purchaser's assent to these conditions andt if Purchaser is not the Owner-Licensee (Owner of a nucle *ar facility licensed by the NBC) said Quotations are expressly conditioned upon the additional assent of said Owner-Licensee to these conditi~ons.
1.
Application. These conditions are supplementary to all other provisions controning the sale of material, equipent, and/cr services by Sener and any such other provisions inconsistent with these-conditions shall be of no effect unless the Seller's Quotation clearly states.on its face that these conditions do not apply or unless Purchaser or Ovner-Licensee gives Seller written notice to that effect prior to coc=titment.
The protection afforded Sener by these conditions shall equally protect any and all Seller's subcontractors and/or vendors of any tier.
2.
Insurance.
Prior to the installation of any material or equipment or the utilization of any services, in a nuclear or atomic energy facility, the Owner ~
ensee vill:
(a) enter into an agreement of inde=nificati$n with the United States Nuclear Regulatory Con =11ssion as provided under Section 170 of the Atomic Energy Act of 1954, as amended; ar.d (b) obtain nuclear liability insurance from NELIA or MAELU, or both, in such form and in such amount as vill meet the financial protection requirements of the Nuclear Regulatory Commission pursuant to Section 170 of the Atomic Energy Act; and (g) take whatever measures are necessary to guarantee that the Seller, its vendors and/or subcontractors.are included among the persons indemnified under (a) above and are named as insureds.under all insurance policies referred in (b) above; and vill secure and maintain any and all available amendatory endorsements which increase the protection afforded under the insurance policies referred to in (b) above;.and e
(d) in connection with any and'all property insurance policies which
~
Owner-Licensee elects to purchase through the NEPIA and/or MAERP insurance pools or any other source of similar protection which Owner-Licensee selects, the Owner-Licensee vill arrange for the 1915 04
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insurance carrier or carriers to waive any and au rights of recovery and/or subrogation which they or any of them might have or acquire against the Sener, its vendors, and/or sub-
~
contractors arising out of any loss resulting from the radioactive, toxic, explosive, or other hazardous properties of " source material," "special nuclear material" or "by-product material" as such terms are defined in the Atomic Energy Act of 1954 or any lav amendatory thereof; and (e) maintain for the benefit of the Sener, its vendors, and/or subcontractors an of the protection provided for in these terms and conditions, as long as the material, equignent, and/or services to be provided by the Sener continue in use directly or indirectly in connection with any nuclear facility.
3 Limitation of Liability - Indemnity. To the extent that nuclear insurance is available from NEL-PIA, MAELU, or MAERP, under no circumstances win the Seller have any responsibility or liability for any danage to property on or off site or for injury or death to any person, notvithstanding negli-gence on the part of the Seller, its vendors, and/or subcontractors or otherwise, when such damage and/or injury results directly or indirectly from nuclear reaction, radioactivity, contamination - controlled or uncontrolled.
Further, the Owner-Licensee shall indec:nify and hold the Seller, its vendors, and/or subcontractors entirely harmless against a u losses, claims, damages, expenses, or liabilities resulting from or con-nected with the foregoing, to the extent that such insurance is available.
k.
Continued Pretection. Notvithstanding any changes in the Atomic Erergy Act and/or the presently available insurance protection, Owner-Licensee vill continue liability protection referred to herein from any reasonably available source, as long as the material, equipment, and/or services continue in use in connection with a ngelear facility.
.Under no circumstances vill Owner-Licensee transfer d or part of the material and equipment supplied by Seller unless and until Owner-Licensee has arranged to continue the protection referred to herein for the benefit of Seller, its vendors, and/or subcontractors, after said transfer.
5 Warranty. Although these nuclear conditions of sale,shall not affect Seller's obligation under the warranty, contained in Seller's. Quotation, Sener shau not be obligated to perform any decontamination which may be a prerequisite for Seller's fulfillment of that warranty and Owner-Licensee hereby agrees to perform any such required decontamination vi,thout any cost to Seller.
6.
Omer-Licensee Agreement. In the ev'ent the Purchaser is not the Owner-Licensee, it shan be the responsibility of the Purchaser to obtain the signature of the Owner-Licensee at the end of these conditions and provide Sener with a fully executed copy. At any time that it beccmes apparent to Seller that a conpletely executed document is not in the
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1915'045 g
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possessior of Sener, Senea* shan t. <e the right to discontinue
.verk unless a funy executed document is received promptly and 4
if said document is not received, the Sener shall have the right tc terminate the work and charge the lurchaser for al~.
costs connected therewith.
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