Exhibit 10.8(a)
Arizona Public Service Company
PALO VERDE NUCLEAR GENERATING STATION
P.O. BOX 52034 PHOENIX, ARIZONA 85072-2034
LETTER AGREEMENT PV95-23026 Copy No. 2
Robert G. Matlock & Associates, Inc.
418 Broadmoor
Richland WA 99353
Attention: Robert G. Matlock
Dear Mr. Matlock:
Subject: Consulting Agreement No. PV95-23026 with Arizona Public Service Company
("APS") Relating to Nuclear Committee ("Committee") for the Palo Verde
Nuclear Generating Station ("PVNGS")
This letter, when executed by you, shall constitute our revised Agreement as to
you providing certain Consulting Services to APS, acting in its capacity as
Operating Agent of PVNGS, on the following terms and conditions:
I. SCOPE OF SERVICES
1. You will provide consulting services as the Chairman of such
Committee. The Committee shall advise the APS Executive Vice President, Nuclear
and the APS Board of Directors as to its independent assessment of PVNGS
activities, placing particular emphasis on those activities which affect long
term safety at and reliable operation of the PVNGS facility.
2. It is understood and agreed that as an advisor to the Committee, you
shall have no authority or responsibility to direct APS to take any action of
any kind, or to supervise or direct any work or activities performed by APS, its
officers, employees, agents or contractors. APS shall have the sole
responsibility to accept, implement, reject or otherwise act upon all or any
part of any advice, recommendation or opinion rendered by the Committee or any
member of the committee to APS.
AGREEMENT NO. PV95-23026
3. The Committee shall meet periodically at such times and places and
for such durations as the Chairman of the Nuclear Committee of the APS Board of
Directors shall designate.
4. As an independent contractor, you will be solely responsible for
determining the methods, manner, and means used to perform the Services, and
will perform the Services in a timely manner, exercising the degree of skill,
care, competence and prudence customarily imposed upon individuals performing
similar work.
5. You will not accept engagements from or for other parties, either
before or after termination of this Agreement, which would in any way involve a
review or assessment concerning PVNGS, APS, or any of the other participants of
PVNGS without the prior written consent of APS.
6. You will not assign your rights, interests or obligations hereunder
without the prior written consent of APS. It is agreed that any purported
assignment without the consent of APS shall be null and void.
II. COMPENSATION
1. Compensation for you as an advisor of the Committee is $150.00 for
each hour worked; provided, that the compensation for work performed within any
one day shall not exceed $1,200.00 per day. Consultant will be compensated for
reasonable travel expenses incurred in the performance of Services under this
Agreement, reimbursed at actual cost, and other reasonable and necessary
expenses which are approved, in advance, by the Vice President, Nuclear
Production. Compensation for air travel shall be limited to the rates then in
effect for coach class or equivalent air fares. Total compensation for services
rendered, including travel, shall not exceed $40,000.00 in any calendar year
without the written authorization of APS.
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AGREEMENT NO. PV95-23026
2. Invoices shall be submitted on a quarterly basis, and shall specify
the number of hours and days spent on work and travel for the Committee, and
associated expenses. Invoices shall identify the Agreement No., provide a
breakdown of invoice amount and be accompanied by supporting documentation,
including receipts. Accurate and detailed accounting records in support of all
billings to APS shall be maintained in accordance with generally recognized
accounting principles and practices. These records shall be available for audit
upon reasonable request.
3. Invoice(s) shall be submitted as specified below:
a) The original invoice without supporting documentation
to:
Arizona Public Service Company
P. O. Box 53940
Phoenix, AZ 85072-3940
Attn: Disbursement Accounting
Mail Station: 9440
b) Two (2) information copies, with supporting
documentation to:
Arizona Public Service Company
P. O. Box 52034
Phoenix, AZ 85072-2034
Attn: Nuclear Materials Management & Budgets
Mail Station: 7845-KG
III. CONFIDENTIALITY AND PROPRIETARY INTEREST
You shall treat as confidential and not disclose to others, either
before or after termination of this Agreement, any data, drawings, plans,
models, studies, surveys, reports, analysis, information, proposals, and any
other documents required or developed in connection with the Services to be
performed hereunder, including all copies thereof (hereinafter collectively
referred to as "documentation"), without the prior written consent of APS, and
will maintain such documentation with the same degree of confidentiality and
care as you maintain with respect to your own confidential information. All such
documentation not delivered to APS during the course of this Agreement shall be
delivered to APS upon termination of this Agreement.
IV. INDEMNIFICATION
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AGREEMENT NO. PV95-23026
APS agrees to indemnify and hold you harmless from and against any and
all liability, losses or damages you may suffer as a result of any suits,
actions, claims or demand being asserted against you arising from acts or
omissions within the scope of your duties as a member of the Committee and all
costs (including attorneys fees), judgments, awards or fines issued against you
in connection therewith, provided that APS shall have the opportunity and
authority to select defense counsel (with APS being responsible for the payment
of all attorney fees and expenses associated therewith), participate in the
defense of the claim(s) and approve any settlement thereof.
V. TERM AND TERMINATION
This Agreement shall be effective as of the 1st day of January, 1996.
You will perform the Services for a period of two (2) years from the effective
date of this Agreement. APS may extend this agreement for additional two year
periods by giving written notice of extension. Either party may terminate the
Agreement at any time by giving written notice of termination to the other party
at least thirty (30) days in advance of the effective date of such termination.
Notwithstanding the termination of this Agreement by either Party, the
indemnification obligations of APS set forth in Paragraph IV above shall
continue in full force and effect.
VI. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with
the laws of the State of Arizona. Any action or judicial proceeding instituted
in connection with this Agreement shall be instituted only in the state or
federal courts of the State of Arizona.
VII. ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties, and
shall supersede all prior agreements, proposals, representations, negotiations,
or letters pertaining to the Services to be performed hereunder, whether written
or oral. No alteration, modification, or variation of the terms of this
Agreement shall be valid unless made in writing and signed by the parties
hereto, and no oral understanding or agreement not incorporated herein shall be
binding on either party hereto.
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AGREEMENT NO. PV95-23026
To confirm your agreement with the provisions of this Agreement No.
PV95-23026 please sign both copies. Copy Number 2 may be retained for your
records. Please return Copy Number 1 to:
Arizona Public Service Company
P. O. Box 52034
Phoenix, AZ 85072-2034
Attention: Edna L. Roberts, Mail Station 7845
ROBERT G. MATLOCK ARIZONA PUBLIC SERVICE COMPANY
& ASSOCIATES, INC.
Signature Robert G. Matlock Signature Carl D. Churchman
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Name Robert G. Matlock Name Carl D. Churchman
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Title Title Director, NMMB
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Date 3-19-96 Date 3-15-96
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SLF/ELR
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