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EXHIBIT B-2
SERVICE AGREEMENT
THIS SERVICE AGREEMENT, made as of the ___ day of ________, ____,
between American Electric Power Service Corporation, a New York corporation
("Service Company") and [AEP System Company], a ____ corporation ("Client"),
WITNESSETH:
WHEREAS, both Service Company and Client are associate companies in the
American Electric Power System (the "AEP System"), which is comprised of
American Electric Power Company, Inc. ("American") and its subsidiary companies;
and
WHEREAS, Service Company is a wholly-owned subsidiary of American and
is approved by the Securities and Exchange Commission (the "Commission") as a
subsidiary service company pursuant to the provisions of Section 13 of the
Public Utility Holding Company Act of 1935, as amended (the "1935 Act"); and
WHEREAS, Service Company maintains an organization of employees who are
experienced in the operations of public utilities and related businesses,
together with appropriate facilities and equipment, through which it is prepared
to provide various management, administrative, financial, technical and other
services, as hereinafter provided, to Client and to other member companies in
the AEP System (Client, together with such other member companies, are
hereinafter referred to collectively as "Clients"); and
WHEREAS, such services will be rendered at cost, determined in
accordance with the applicable rules and regulations of the Commission under the
1935 Act, and the allocation of such costs among Clients will be made in
accordance with the authority granted by the Commission in HCAR No. ______ in
File No. 70-____;
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NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, Service Company and Client hereby agree as follows:
1. Agreement to Provide Services. Service Company agrees to provide to
Client from time to time, upon the terms and conditions hereinafter set forth,
such of the following services as may properly be rendered by Service Company to
Client (within the meaning and intent of the 1935 Act and any other applicable
statutes and the orders, rules and regulations of the Commission and any other
governmental bodies having jurisdiction) at such times, for such periods and in
such manner as Client may from time to time require and which Service Company is
equipped to perform:
(a) Consultation, analysis, advice and performance of services
in connection with matters relating to operations, management,
financing and financial planning, engineering, system planning, law,
corporate communications, corporate development, energy production,
energy delivery and pricing, environmental requirements, marketing,
governmental and general business problems or questions;
(b) Consultation, analysis, advice and performance of services
in connection with human relations and employee benefit plans;
(c) Tax services relating to the preparation and filing of
returns for federal, state and local taxes, including consolidated tax
returns;
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(d) Assistance in connection with any audits of such tax
returns by Internal Revenue Service and other taxing bodies or
authorities;
(e) Consultation, analysis, advice and performance of services
in connection with accounting matters and financial reporting; and
(f) Electronic data processing services, including
establishing and operating a data processing center, processing of
customer xxxxxxxx, revenues and statistics, payrolls, property
accounting, general accounting, cash forecasts, load flow studies, and
various other business and engineering applications as may from time to
time be in the best interest of Client.
Service Company will render all services performed under this Service Agreement
at cost, determined in accordance with Rule 91 of the Rules and Regulations of
the Commission.
Service Company will also provide Client with such other services, in
addition to those specified above, as may be requested by Client and which
Service Company concludes it is equipped to perform. In providing such services,
Service Company may arrange, where it deems appropriate, for the services of
experts, consultants, advisers and other persons with necessary qualifications
as are required for or pertinent to the rendition of such services.
2. Agreement to Take Services. Client agrees to take from Service
Company such of the services described in Section 1 hereof
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and such additional general and special services, whether or not now
contemplated, as are requested from time to time by Client and which Service
Company is equipped to perform.
3. Compensation and Allocation. As compensation for the services to be
rendered hereunder, Client agrees to pay to Service Company all costs which
reasonably can be identified and related to particular transactions or services
performed by Service Company on Client's behalf. Where more than one Client is
involved in or has received benefits from a transaction or service performed,
costs will be allocated and billed among such Clients on the basis most directly
related to the transaction or service performed. Allocated costs will be billed
using appropriate attribution bases as authorized by the Commission.
As soon as practicable after the close of each month, Service Company
shall render a monthly statement to Client which shall reflect the billing
information necessary to identify the costs and allocations made and charged for
that month. Client agrees to remit to Service Company all charges billed to
Client within 30 days after receipt of the monthly statement.
[4. Termination of Prior Agreement. This Service Agreement
supersedes the agreement dated _________ __, ____, between the
parties hereto, providing for the rendition of services by Service
Company to Client.][for existing AEP System Companies]
5. Term and Termination. This Service Agreement shall become effective
upon the first day of ________, ____ and shall continue in full force and effect
until terminated by either party hereto upon
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not less than ninety (90) day's prior written notice to the other party. This
Service Agreement also shall be subject to termination or modification at any
time if and to the extent its performance may or shall conflict with (i) any
rule, regulation or order of the Commission pursuant to the provisions of the
1935 Act, whether issued before or after the effective date of this Service
Agreement, or (ii) any rule, regulation or order of any other governmental body
having jurisdiction.
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be executed as of the date first above written.
AMERICAN ELECTRIC POWER SERVICE CORPORATION
By_________________________________________
[AEP SYSTEM COMPANY}
By_________________________________________
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