Exhibit B-2
NUCLEAR MANAGEMENT COMPANY, LLC
MASTER EMPLOYEE LEASE AGREEMENT
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This MASTER EMPLOYEE LEASE AGREEMENT is made and entered into
as of April ___, 1999, by ALLIANT ENERGY, INC. ("Employer") and NUCLEAR
MANAGEMENT COMPANY, LLC, a Wisconsin limited liability company ("NMC").
R E C I T A L S
WHEREAS,
A. NMC was formed for the purpose of providing services to nuclear power
generating facilities, which facilities are owned by members or affiliates of
the members of NMC.
B. For purposes of this Agreement, Employer is Alliant Energy
Inc. referred to in the Subscription Agreement entered into on February 24,
1999 between NMC and Employer (the "Subscription Agreement").
C. Workers needed by NMC to perform services contracted for by client
nuclear power generating facilities pursuant to "services agreements" entered
into between such entities (referred to as "Contracting Owners") and NMC may be
leased by NMC from Employer. The terms and conditions of the leasing arrangement
for each leased employee are set forth in this Agreement. NMC shall also enter
into identical Employee Lease Agreements with other Owners (referred to herein
as "Participating Employers"), and such Agreements shall be uniformly applied to
all Employers and leased employees by NMC.
D. Employer wishes to lease to NMC and NMC wishes to lease from
Employer, certain employees pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, contained herein, NMC and Employer, intending to be legally bound,
hereby agree as follows:
1. LEASE OF WORKERS.
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1.1 Leased Workers. During the term and subject to the provisions
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of this Agreement, Employer shall lease to NMC pursuant to this Agreement
certain of its employees, selected in consultation with NMC and reasonably
acceptable to NMC and Employer (such workers are referred to herein as the
"Leased Workers"). For all purposes of this Agreement, references to Leased
Workers with respect to any Employer shall refer only to those employees of
an Employer who have been assigned to work for NMC subject to this
Agreement.
1.2 Payment and Employment Policies. Employer shall, with respect
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to its Leased Workers, have sole responsibility for (i) assignment of
general duties of employment, (ii) establishment and payment of all wages,
salaries and other forms of compensation, (iii) payment of all payroll,
social security and unemployment taxes, and (iv) establishing personnel
policies and employee benefit programs for Leased Workers. Employer shall
provide the same benefits to the Leased Workers as Employer provides to
other employees of Employer with similar or comparable positions. Employer
shall use its reasonable diligent efforts to ensure that the Leased Workers
perform their services solely in the best interests of NMC. [Subject to the
overall direction and control of Employer, NMC shall have the authority to
direct the Leased Workers with respect to the performance by Leased Workers
of their specific services to 984913710NMC.] It is mutually agreed by
Employer and NMC that the performance of duties by Leased Workers for
Contracting Owners is an integral component of the common business plan of
NMC and Employer.
1.3 Employment of Leased Workers. Employer shall have full
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responsibility and authority for decisions regarding termination of
employment and reassignment of a Leased Worker from the service of NMC. In
the event that NMC provides reasonable evidence to Employer that the
performance of a Leased Worker is unsatisfactory or NMC notifies Employer
that the services of a Leased Worker are no longer needed, then Employer
shall remove the employee from Leased Worker status. In the event NMC
requests the removal of a Leased Worker, or in the event of the
resignation, retirement or other termination of services for NMC by a
Leased Worker, such Leased Worker shall be reassigned to Employer, which
shall be responsible for taking any action with respect to such Leased
Worker's employment by Employer. Employer reserves the right to be present
and to direct employer response with respect to its Leased Employees at any
audits or inspections by governmental agencies, insurers, labor
organizations, media, or other third party.
1.4 Health, Safety, and Workplace Hazards. Employer assigns to NMC
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the right of direction and control over management of safety, risk, and
hazard control at the work sites affecting its Leased Workers. Employer
shall, however, manage workers' compensation claims, claims filing, and
related procedures. NMC is responsible for submitting to Employer all
reports of accidents and injuries and other material human resource and
employee relations matters affecting Leased Workers which come to its
attention within twenty-four (24) hours after NMC becomes aware of the
occurrence. NMC shall work with Contracting Owners to minimize workplace
hazards (including not only physical hazards but also other matters of
regulatory compliance, such as workplace harassment) and to reasonably
reduce health and safety related risks and costs (including without
limitation return-to-work programs and modified duty positions).
1.5 No Contract of Employment. The assignment of a Leased Worker to
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NMC by Employer shall not be deemed, or construed, to be an express or
implied contract of Employment between NMC and a Leased Worker or between
an Employer and a Leased Worker, nor shall such arrangement alter in any
way the terms and conditions of the Leased Worker's employment by Employer,
including without limitation, Employer's employment at will policy, which
policy shall continue to apply to a Leased Worker during the period the
Leased Worker provides services to NMC, to the same extent applicable
immediately prior to such assignment of the Leased Worker to NMC.
1.6 Relationship of Parties. The relationship between Employer and
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NMC for purposes of this Agreement shall be that of an independent
contractor and not of employment, partnership, or joint venture, and except
to the extent required to enable Employer to perform its duties hereunder,
or as otherwise provided in the Services Agreement, neither party is an
agent of the other. Leased Workers shall be employees of Employer and not
employees of NMC. By entering into this Agreement, neither party to this
Agreement is, in any way, assuming any liabilities, debts or obligations of
the other party whether now existing or hereafter created.
2. PAYMENT FOR LEASED WORKERS.
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2.1 Payment Terms. Unless other invoicing intervals are agreed upon
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in writing by the parties, on or before the fifteenth day of each calendar
month, Employer shall issue an invoice to NMC specifying the Employee
Reimbursable Amount (as defined in Section 2.2 below) for the immediately
preceding calendar month. NMC shall pay the Employee Reimbursable Amount
specified in each invoice within sixty (60)) days after receipt of such
invoice.
2.2 Employee Reimbursable Amount. The term "Employee Reimbursable
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Amount" for any period is an amount equal to the costs paid or expenses
accrued (as hereafter provided) by Employer during such period for the
employment by Employer of Leased Workers while in service to NMC as Leased
Workers, including, without limitation, the cost of (i) salaries, wages and
incentive, vacation, holiday, and sick pay, (ii) Employer paid social
security taxes, medicare taxes, and other payroll taxes, (iii) long-term
disability benefits, short-term disability benefits, group term life
insurance, accidental death and disability insurance, business travel
accident insurance, and group health, dental, or vision plans; provided,
however, that costs associated with any self-funded welfare benefit plan
shall be determined taking into account the Employer's overall experience
with all of its employees covered by the same plan or program, (iv) other
employee welfare benefits, fringe benefits, or perquisites, including but
not limited to benefits under any employee welfare benefit plan (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended), reimbursed moving expenses or relocation expenses, supplemental
unemployment compensation plan benefits, or any other fringe benefit
arrangement which does not constitute an employee benefit plan, or Employer
costs under any employment agreement not otherwise described in this
Section 2.2 which have been disclosed to NMC, (v) ad hoc severance pay to
Leased Workers whose services to NMC are terminated at the request of NMC,
which pay is attributable to service as a Leased Worker, (vi) Employer
contributions to any tax-qualified defined contribution plan on behalf of
Leased Workers (other than employee pretax deferral amounts included in (i)
above, as wages) and a proportionate share of Employer paid administration
costs, (vii) Employer provided benefits under any tax-qualified defined
benefit pension plan and a proportionate share of Employer paid
administration costs, (viii) post-retirement welfare benefits, (ix) any
other government charges relating to the employment of the Leased Workers,
(x) amounts paid for the insurance coverage required under Section 7 below,
and (xi) expenses of complying with and administering any collective
bargaining agreement with respect to Leased Workers. This section is
intended to describe reimburseable costs associated with salary and
benefits of Leased Workers and does not describe all reimburseable costs
for which Employer/Contracting Owner may charge to NMC pursuant to the
terms of the Services Agreement.
2.3 Exclusions From Employee Reimbursable Amount. Notwithstanding
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the provisions of Section 2.2 above, the term Employee Reimbursable Amount
shall not include costs accrued with respect to any part of the costs
listed in Section 2.2 which are attributable to a change in the terms of
employment or employee benefit plans or practices applicable to any Leased
Worker from those in affect on the date immediately preceding the first
date on which such Leased Worker is a "Leased Worker" subject to this
Agreement, other than changes which are consistent with changes also
applied to other employees of Employer in the same or comparable positions
and/or changes required under any existing or future collective bargaining
agreement. To the extent that a Leased Worker performs services for NMC for
less than a full year, or less than all of the hours worked by that Leased
Worker during the year, the Employee Reimbursable Amount shall be adjusted
to reflect the costs paid or expenses accrued with respect to a Leased
Worker during the period and for the amount of the time the Leased Worker
provides services to NMC. NMC shall not have any liability to a Leased
Worker in respect of compensation or benefits provided by the Employer. The
sole liability of NMC under this Agreement shall be to reimburse the
Employer for the costs paid or expenses accrued by an Employer with respect
to the items listed in Section 2.2 for the period that a Leased Worker
provides services to NMC consistent with Sections 1.3(b), 2.3(d), 3.1, 3.5
and 4.6 (d) of the Services Agreement. In the event that a Leased Worker
ceases to perform services for NMC for any reason, or in the event of the
expiration or termination of this Agreement, NMC shall be responsible only
for reimbursing the Employer for the costs paid or expenses accrued in
respect of the items in Section 2.2 above through the date that a Leased
Worker ceases to provide services for NMC, the expiration or termination of
NMC or this Agreement, as the case may be.
2.4 Reimbursement Amount Issues. Sections 2.2 and 2.3 above shall
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be interpreted consistent with the guidelines set forth in such Sections,
as modified from time to time by mutual written agreement of the parties
hereto. NMC may obtain from Employer, and Employer shall provide to NMC, on
request, whatever information NMC deems appropriate to establish the
correctness of each invoice submitted to NMC by Employer under this
Agreement. If Employer disputes any amount shown on an invoice, it shall
nevertheless pay the amount indicated, subject to refund with interest, and
the parties shall promptly seek to resolve the disputed amount.
3. MAINTENANCE OF RECORDS.
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NMC and Employer shall each have the following rights with respect
to the maintenance of records and the following rights with respect to the
inspection of the records maintained by the other:
i. NMC shall maintain accurate records of all hours worked
by each Employee in such form as Employer shall reasonably request and, at such
times as Employer shall reasonably request, NMC shall furnish such records to
Employer.
ii. All business records and information relating to the
business activities of either NMC or Employer shall, except as provided in the
NMC Operating Agreement, be the property of that party.
iii. Each of NMC and Employer shall safeguard all records
maintained by it pursuant to this Agreement for a period of six years, or if
longer, as required by applicable law.
Employer will give NMC and its counsel, auditors and
other authorized representatives reasonable access to Employer's books and
records relating to Leased Workers, including, without limitation,
correspondence, accounting records, personnel files, and legal complaints, upon
reasonable notice and during normal business hours, as NMC may, in its
reasonable discretion, determine is necessary for the performance of its duties
hereunder; provided, however, that any review of Employer's books and records
pursuant to this Section 3 shall be conducted in a manner as not to interfere
unreasonably with the conduct of the business of Employer.
4. INCORPORATION BY REFERENCE.
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Sections 3.5, 4.5, 4.6, Article 5, Article 6, Article 7,
Article 8, Article 9, Article 11 and Article 12 of the Services Agreement are
hereby incorporated by reference and made a part 984913881hereof.
5. INSURANCE.
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Employer shall obtain and maintain general liability, worker's
compensation and casualty insurance, including insurance for any claims, losses,
costs and expenses incurred in connection with the injury or death of any of its
Leased Workers pursuant to this Agreement and insurance for claims, losses,
costs and expenses incurred in connection with the damage or destruction of the
property of NMC caused by a Leased Worker. Such insurance shall be for amounts
and from insurers reasonably acceptable to NMC and, in the case of liability
insurance (including automobile liability insurance), shall (to the extent
commercially reasonable) name NMC as additional named insured persons. Upon
request by NMC, Employer shall from time to time, deliver to NMC a certificate
of insurance confirming that the insurance coverage contemplated under this
Section 5 is in place.
6. EMPLOYER NOT FIDUCIARY.
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Nothing set forth in this Agreement shall be deemed to constitute
Employer a fiduciary of NMC.
7. COMPLIANCE WITH EMPLOYMENT LAWS.
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7.1 Employer Warranty of Compliance with Employment Laws. As an
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inducement to NMC to enter into this Agreement, Employer represents,
warrants and covenants that Employer has complied and will continue to
comply in all material respects with all applicable federal, state and
local laws, rules, regulations and ordinances applicable to its Leased
Workers, their employment by Employer, their performance of services for
NMC to the extent that Employer has exclusive control over a matter or
supervises a Leased Worker with respect to a matter, including without
limitation, those relating to wages, hours, payment of social security,
withholding and other taxes, workers' compensation insurance, labor and
employment relations, and employment discrimination.
7.2 NMC Warranty of Compliance with Employment Laws. As an
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inducement to Employer to enter into this Agreement, NMC represents, warrants
and covenants that NMC will comply in all material respects with all applicable
federal, state and local laws, rules, regulations and ordinances applicable to
NMC with respect to its direction or supervision of activities of the Leased
Workers and their services hereunder.
8. MISCELLANEOUS PROVISIONS.
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8.1 Change in Ownership of Employer. Employer shall give NMC prompt
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written notice of any material change in the management, ownership or
control of Employer.
8.2 Third Party Beneficiaries. This Agreement is solely for the
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benefit of NMC and Employer and no provision of this Agreement shall be
deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without reference to this Agreement.
8.3 Additional Documents. Each of Employer and NMC shall, at any
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time after the execution of this Agreement, sign, execute and deliver all
such documents and instruments and do or cause to be done all such
other acts or things as may be necessary to carry out the intent and
provisions of this Agreement.
8.4 Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together
shall constitute one (1) and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
NUCLEAR MANAGEMENT COMPANY, LLC
By
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Its
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EMPLOYER
By
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Its
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