ML20024B478

Executed Master Contract for Engineering & Technical Svcs Between B&W & Met Ed

ML20024B478
Person / Time
Site:	Crane
Issue date:	11/13/1973
From:	Geoffrey Miller BABCOCK & WILCOX CO., METROPOLITAN EDISON CO.
To:
References
TASK-*, TASK-GB GPU-0270, GPU-270, NUDOCS 8307090003
Download: ML20024B478 (11)

Text

{{#Wiki_filter:- ,.}- m . :i., e. " h _,. ,.{ - s. J '- '(si._-- 1- .g : t . O MASTER CONTRACT FOR c .E!;UINEERING AND TECHNICAL SERVICES 3 l-F. This CO:: TRACT made and entered into as cf Oct9ber 1,1973 by and. between The Babcock 4 Wilcox Company -(hereinaf ter called the COMPAW) and Metropolitan Edison Company (hereinaf ter called the PURCHASER). L WHEREAS, PU'P. CHASER, from time to time, will require various engineering ' F. and technical services in connecticn with the CC ?ANY supplied Nuclear Steam Supply System, including the fuel therefor; and 3: q: VHEREAS, the CC:?PANY is willing and able to provide such services, 4 within the limitations of resources currently available within the CO:CANY, under the terms and conditions hereinafter set forth; ~- - NOW, THE b70RE, in consideration of the, premises and of other good- ~ and valuable consideration, the parties hereto agree as follows: [.. r. i 1.0 SCOPE O? EFFORT t-During the term of this Master Contract or any extension 4 ( thereof as defined in provision 10.0 below. PURCHASER may frcm CO: IPA:Y and CO: FANY shall furnish, to the extent I d', I request reasonably available to CCMPANY, the following services, or materials connected with or in support of - p. 4 equipment s-PURCHASE V S r.uclear power piznt at ~ - - - - 1. Technical, scientific, or engineering advice and censultation. t Computer usage as required to furnish such advice and 2. consultation. Materials or equipment required to furnish, or incidental I 3 to,, such advice and consultation. 4 Simulator training and operator training. 2.0 ORDERING METHOD Any technical, scientific, or engineering services requested ~ by PURCHASER of COMPANY during the period of this agreement, r mrv and furnished by COMPANY, will, when such services are not D0 ' 9"i ' C *'"'^2' ""#'** ******"8 C "*"**** ** *^* **** *' the request, be governed by the terns of this Master Contract. I MMb-@ PURCHASER will use the following method of ordering such E',' '~,, ',, y j - **"i"*** Cd'O$',@@7/s/cd COMS'UN~ I-rae. w. 1 r,n.i A4-51 BabCCCk & WilCOX 8307090003 731113

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.3 . '..: J d - M - : _ r- ^ r-4: }i. ~ t. :. 1. PURCHASER shall deliver to. COMPANY a letter centaining P* L, _.. a reference to this F. aster Contract, a statement of the (i-effort desired, financial or other limitations, if any, R and a desired completion date. .f.. 2. COMPANY shall within live working days, accept such 9-order or rejec,t it as beyond the scope of the Master Contract or containing an unreasonable completion date or Limitation. 3.,0 PRICE y y PURCHASER shall pay COMPANY for technical and engineering U personnel, equipment, and other material _at._the, prices,,, _ A ~1ndicated in Attachment A, hereto.. - - - - - - ' ~ - These' rates apply during the normal working day of eight hours on Hondays through Fridays, including intervening holidays not worked and traveling time from headquarters and return and at a b a rate of one and'one-half times the said basic rate for overtime work. In addition, PURCHASER shall pay CCXPANY the travel end living expenses of such personnel incidental to the work in b; f ~ .accordance with the CCXPAHY'S standard personnel policies. ej The overtine rate shall apply to all work or travel in excess b j of eight hours on Mondays thrcush Fridays and to all work, -~ j t including travel time,. on. Saturdays, Sundays and holidays. 4.G TERMS GF PAYT~EUT j A11 payments under this Contrac't shiL11' be monthly upon -----C. f l presentation of billing. 5.0 BACxcHxacts The COMPANY shall not be called upcn to make any allowance for material, labor, repairs or alterations made for its account unless cuthori:cd by the COMPANY in writing.

6. 0 TAXE3 The charges provided for herein are exclusive of any present or future Federal State, Municipal or other Sales or Use tax with respect to the material or services covered hereby, or of any other present or future excise tax upon or measured by the gross receipts frem this transaction or any allocated portion

• thereof, or by the gross value of the material or services covered hereby and of any present or future property tax or other similar charge with respect to the material or services covered hereby.

If the CCMPANY is required by applicable law or regulation to pay or collect any such tax or taxes on account l of this transaction on the material or. services covered hereby, e l t t r,.us M - 51 ' 2 i.. _Ja_b.c.c.ckA Vlijcc::_ lP 2754 [ 2011 D 3 1 J l i L. : =~._,...:. ;...._ _:,- -..:._- : _v -.. :.., u.. - , =.- =? -#~

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9 then such amount of tax shall be paid by PURCHASER in' addition to the charges herein provided-for.

i 7.0 PERMITS Ifhcre the laws or ordinance.s or rules and regulations of the United States, or a stats, a political subdivision of a state, or an agency or corporate or other instrumentality of one or more of the foregoing, require installation permits or the approval of plans and specifications for the installation of equipment covered by this Contract, or permits or licenses for the use thereof, the PURCHASER assumes the responsibility., for securing such permits and the approval of said plans and . specifications from the proper authorities and for paying any I required fees. The COMPANY will advise and assist the PURCHASER and shall.". participate in obtaining the necessary licenses and approvals.,.. insofar as relates to equipment supplied hereunder. Each party agrees to cooperate with the other in obtaining and maintaining in effect any license or permit required for activities contemplated under this. proposal. l 8.0 INDEMNITY AND INSURANCE l 8.1 PURCHASER j

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. A. Until the nuclear energy property insurance is acquired i in conformance with Subsection B of this contract, ~ PURCHASER shall provide and maintain Insurance in the . names of PURCHASER,'COMPAhT, its suppliers and sub-contractors, covering the equipment and systems at the plant against reasonably insurable risks of loss of or damage to the equipment. 1 3. PURCHASER, prior to the date of receipt of fuel asseoblies the job site will secure and maintain, nuclear energy, at i property insurance in an amount equal to the completed value of the project or equal to the maximun amount which can be secured through the insurance pools r i i (NEPIA and/or MAERP), whichever amount is lessor, under which COMPANY will be a named insured. Such insurance shall provide that PURCHASER and the insurance carrier

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or carriers, waive ar.y and all rights of recovery and/. or subrogation which they or any of them might have or acquire against COMPANY, its supplicrs and subcontractors. y l C. PURCHASER agrees that the material, equipment and/or services to be furnished hereunder shall not be used or I ,...a m u.a r. s ^ l r Babcock & Wilcox ...y_.... [ l .. ~. E [ P 2 7 5 51 [ 2011 - 054@I x i

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. n. c Q *_ fy5 ? operated in connection with a -nuclear or atomic energy activity or facility unless and until (a) PURCHASER shall have entered into an agreement er, ~ of indemnification with the AEC, as provided under !.;e. Section 170 of the Atomic Energy Act of 1954,d such as 6~ amended, and (b) PURCHASER shall have obtaine policy or policies of insurance, or shall have provided financial protection of such type and in such amounts. as the AEC shall require as a condition of its entering. L -l into the indemnity agreement referred to in (a) above. PURCHASER agrees that COMPANY,.its suppliers and sub- ~ contractors, shall ne included among the persons [C. .1 indemnified under (a) above, and among the named g insureds or persons protected under (b) above. PURCHASER, agrees to maintain such indesinification agreement, and ~. insurance or other financial protection in full force , ~~ ~^ and effect.in conformance with AEC regulations, and t generally acco ted utility practice, so long as the materials, equ puent, and services to be furnished hereunder shal be usedt ,._i . D.- PURCHASER indemnifies and holds, harniess CO.PANY, its f.. : (,l suppliers and subcontractors against all losses, claims, i I damages or-liabilities arising out of or based upon t. bodily injury (including death at any time resulting therefrom) and loss of or damage to any property located F. on or off the site whenever or wherever occurring...when._.. F ...._.. due to the ne~gligence of PURCHASER, in the performance ------- 5 of this contract or in the operation of the Three Mile E. - Island Nuclear Station, or regardless of negligence when i resulting in whole nr part directly or indirectly from j nucicar reaction, nuclear radiation, or radioactive P contanination, resulting from incidents at the site, 2 whether controlled or uncontrolled. U 8.2 COMPANY 6 A. Except to the extent Het Ed is or would be compensated [ - by insurance secured under Section 8.1 of this Contract or by Met Ed's oth'er existing insurance coverage, COMPAhT Indemnifies and h' olds harmless PURCHASER against all losses, claims, damages,'or liabilities arising out of or based upon bodily injury (including death at any time resulting therefrom) and loss of or damage to p.roperty occurring prior to completion of work under this Contract ~, and due to the negligence of COMPANY, its suppliers'or subcontractors, provided such bodily ) injury (including death at any time resulting therefron and loss of or t damage to property does not result from or is not caused in whole or part directly or indirectly by nuclear reaction, nuclear radiation, or radioactive contamination, i, P.:.c.1ml a A4-51 Paw na. A P~ Babcoc!c & Wilcox ~ ,o [ P 12 7 5 6 2011_ o s p 9[ .,.. l,Y, g : '* *,g ' *~==r"".'.,*r-7~.

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[ B. For its own protection and for the protection of PURCHASER, with respect to 8.2 (A) above, COMPANY at its sole e ense, will secure and maintain in h force (and. sha 1. cause its subcontractors 'to, secure and maintain in force), during the time employees of f COMPAhY or of its suppliers or subcontractors are.-. present at the Three Mile Island site for or in connection with the performance of work under this t 4 Contract, policies, of insurance of the following j j types: j (1) Workmen's Comp.ensation Insurance with limits of I liability at least as high as the statutory L-limits of liabili'ty in any state in which p -l. Company may be required to pay compensation; g (2) Employers Liability Insurance with limits not less than $500,000 for each occurrence or ~ / disease;....i. i Q, '(3) Com rehensive Autom6bi'le Liability Insurance inc uding owned and non-owned automobiles . operated by esployces of COMPANY or its suppliers { or subcontr ctors with bcdily injury linits of not less than $100,000 for each person and not ^ less than $300,000 for each accident and with property damage limits of not less than $100,000 1 per accident. i A certificate of such insurance must be filed with and l approTred by PURCHASER prior to commencement of work l under this Contract. F t l r i f. !.wt =. A4-51 P8" "- 9 Babcock & Wilcox . m, n._ _-/

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~-. 1 .p T.: '.n. <_c . _a_. .y w e. m E / l L 90 YNDEMNITT f 91.The COMPANY may provide training as specified in tha Contract It is understood for a number of P.URCHASER'S personnel. that PURCHASER intends to have certain of such personnel apply for Senior Reactor Operators licenses from USAEC l. .j and for certain others of such personnel to apply for Reactor.0perators licenses from USAEC. The COMPANY, at p ..the conclus' ion of the. training progras provided hereunder, '.- will-furnish"t'o PURCHASER, and to each individual trainee, ~ i y i

• ', it. applicable, 'and if so requested-by PURCHASER, a

. certificate.t[o*the effect that the na=ed individual has l completed the training program offered by the COMPANY. Such certificates, however, shall not be claimed.by any p,erson or persons [ including, w(ithout limitatien, PURCHASER. J or any of the named individual s)] as being a certification L by the COMPANY with respect to the qualifications or b competence of the named individual (s), either jointly or severally, to secure any such license. 7 in any manner, be held liable for, c 9 2 'The COMPANY shall not, and shall be indemnified and held harmless. by PURCHASER i. ,' S, from, and against any and all liability for claims,

suits, judgments and expenses (including expenses of litigation

.and/cr settle =ent conne'eted,, therewith) with respect to damage to or loss of. property and bodily injuries. (including death) occurring at any time and frca whatever L cause sustained by any person or persons (including without. i-l limitation, the trainees hereunder, and any and all of l ,'their respective heirs, successors, and assigns) and arising - ;.- l out of or connected in any manner with any acts, omissions or failure.to act on the part of any of the said individuals, 1 Jointly or severally, in the~ course of sacking such licenses as may be applied for and in the course of the operation l of any nuclear reactor. l 10.0 TERM OF PEF.FORMANCE This Contract shall be effective as of the date stated in the ' opening p'aragrsph hereof and shall continue in effect for one year thereafter unless extended by mutual written agreenent of the parties. 11.0 WARRANTY-r The CCMPA!!Y will perform the work ahd services hereunder in i a canner consistent with generally accepted standards and NO WARRANTY OF ANY KIND, practices using qualified personnel. WHETHER STATUTORY, URITTyN. ORAL, OR IMPLIED (IUCLUDING VAF.RANTIES OF FITNESS AND HERCHANTABILITT) SHALL APPLY. i Paee ae. A

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n ,r.c .,;g.,A s ? a . i ..9 .f 12.0 CONSEQUENTIAL DAMAGES s The COMPANY shall not be liable in any event foz-loss of E anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation of other equipment, or special or consequentia.1 loss or damage of any nature arising from any cause whatsoever. P ~ 13.0 DELAY IN PERFORMANCE h The COMPAW shall not be liable for any expense, loss or damage resulting from delay or prevention of performance caused by L . ~.. , fires, floods, Acts of God, strikes, labor disputes, labor . shortages, inability to secure labor or materials, riots, thefts, -- accidents, acts or failure to act of' Government., or any other cause whatsoever, whether similar or dissimilar to those enumerated ll. above, beyond the reasonable control of the CONPANY which may 1 delay or prevent COMPANY'S performance hereunder. In the event of any delay arising by rgason of any of the foregoing events, i 1 the time for performance shall be extended by a period of time 1 equal to the time lost by reason of such delay; aqd whw_s the J. COMPANY is providing engineering or technical services or

"" s equipment under this Contract at a site other than that owned or controlled by the COMPANY, the PURCHASER shall pay the COMPANY at th,e rates specified in.this Contract for such delays.

w.. 14.0 CPERATION 'OF EQUIPhENT ' -~ ~ ~ b - -. T J.'.' ~ ~ - - --- - - - - - V Inasmuch as..the technical and engin'eering personnel are ~ - - - authorized only to advise and consult with and perform professional services for the PURCHASER, and no representative 0. g of the COMPANY is authori:ed or licensed to operate any..of the 1 PURCIASER's equipment, all operation of such equipment shall I be performed by the PURCHASER. Although the COMPANY personnel performing the Contract work shall cooperate with and assist personnel of the PURO!ASER, said personnel shall at all times i l remain in the employment of and under the control of the l COMPANY. 15.0 PROPRIETARY INFORMATION Any proprietary information concerning the COMPANY'S, its i l suppliers' and subcontractors' products, services or manufac-j .turing processes which are designated as proprietary information t ..by the COMPAhY and disclosed to the PURCHASER incident to the l perfarnance of this Contract shall remain the property.of the COMPANY and are disclosed in confidence, and no rights are granted to the PURCHASER to produce or have produced any such products or to practice or cause to be practiced any such manufacturing processes or other processes. [ l [ N.,.a A4-51 pm 7 ,i l Babcock & Wilcox i ~ - - _y f. 3 d ^ i 2011 q s ? 2f l P 2 7 5 91

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i r- ,,g- , g p A 16.0 DATA. 7.- The COMPANY shall have and retain the right to publish, use, [Q ~ have used, and permit others so to do any infctmation or data used, developed, or acquired by COMPANY in the course of c,, performance of the work hereunder unless otherwise specifically Provided in this order or Contract. h "~ 17.0 FATENT INDEMNITY ~ c E. The COMPANY shall defend at its own expense any suit or 17.1 action brought against the PURCHASER based on a claim that any method or process of performing the work furnished c hereunder constitutes an infringement of any patent of the United States, if notified promptly in writing and given E ' l authority, information, and assistance for t,he defense p

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i 17.2 i at PURCHASER'S expense, including without limitation, any - , 9, and all claims, suits, and expenses arising out of, or in t i connection with, alleg.stions of infringement of any Letters Patent occurring in the performance of the work hereunder h . _...--- --.. as a re sult of following specific instructions af the [ PURCHASER in connection therewithlor occurring in the-, -.---.. utilization by the PURCHASER of any naterial or data ~ procured hereunder at PURCHASER'S direction whether such t, l allegations of infringement are proved or"not. PURCHASER.. f further waives any clain it might have or acquire in respect to infringement by COMPANY of any Letters Patert j owned or controlled by PURCHASER which are required to be utilized in the performance of.the work hereunder by the COMPANY, but such waiver shall extend only to such use l as is necessary for the proper performance of such work j,' ] . and to no other use. ? I 12.0 NOTIFICATION OF Ct. AIMS PURCIASER shall no'tify the COMPANY inmediately'by Registered e Mail addressed to General Manager, NPCD', P.O. Box 1260, Virginia 24505, of all claims brought against the 1.ynchburg,for which the COMPANY may be liable, and the COMPA.W PURCHASER shall notify the PURCHASER immediately by Registered Mail l addressed to the PURCHASER at P.O. Box 580, Middletown, PA. 17057 of all clains brought against the COMPANY tor which the j I PURQlASER nay be liable. na - 8

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M _ u.. .m 9 .e-1 & :.~ L .s.- c y 19.0 ARBITRATION '4 ?- Either party may request that any question in dispute between the parties arising out of this Contract which cannot be 9 amicably settled shall be submitted to final and binding arbitration. Any controversy or claim arising out of or relating to this Contract or the breach thereof, shall be settled by' arbitration in accordance with the Rules of the American Arbitrators Association, and the judgnent upon the award rendered by the Arbitrators may be entered in any . Court having jurisdiction thereof. 20.0 APPLICABLE LAW 6 .c; . The laws of the State of New York shall govern the interpretation of the Contract. l 21.0 INTEGRATION l There are no understandings between the parties hereto as i to the sub set forth. ject matter of this Contract 'other than as herein T. AII previous conmunications between the parties ~~ t-hereto, either verbal or written, are hereby abrogated and .... ~. - withdrawn and the acceptande of this Contract with the . h: e '.i specifications, drawings, and acconpanying Ictters specifically ~ referred to herein constitute the whole agreenent between the I . parties herete. The Contract cannot he assigned nor nay the. F genersi conditions he nodified except by a duly approved f- -~ 7.T. agreenent signed by both parties. Any provisions of a purchase - - - ordo'r or specification which =ay be issued af ter this Contract i .has been executed by the PURCHASER and which are additions to L i or in conflict with the provisions of this Contract.shall not be binding on the COMPANY unless duly approved in writing by j both parties to the Contract. 5 c p l e i e l e-l l l l A4-51 m*9 rea,, e Babcock e,Wilcox a ..... =.__._ p[m276 -11 2011 0 9J N ~ a --~l L ~ --- ..y

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i. 1,: - ~ - l' : - - - -- (; s 1 .:,_._..o - - - -. ~:-- s m i -W er H p. r .J/-1] ATTACHMENT'k .t- ~ ^ ~ Rates For Master Contract K s :- for p-Engineering & Technical Services 2-With [. Metropolitan Edison Company I Rate Per Ecur g..., Personnel 3-L 6 Category Project Manager- $28.00 . Engineer Test Procedure Writers -~ $28.00 U - $22.00 Draftsman ~ $15.00 f. f ~..

'A'diance and Lynchburg Research Center Personnel

-i t" Engineers and Supervisors $250 per day [. s. Technicians $200 per day i Equipment ~ f . Computer without Programers $700 per hour PWR Simulator (includes simulator ~ instructor) 4500 per hour Procurement l Purchases -r Total Cost plus 15% Travel and Living Expenses At Cost i l Note: Rates are firm for the 1973 calendar year and are subject to negotiation for the period after December 31, 1973 i r L 1 l 1 l p..uus. A4 51 ' ho a A-1 i F Babcocic & Wilcox r lj - p 2762 2011 9 J yl i .l l c. t s...

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