SERVICE AGREEMENT
BETWEEN
ENTERGY ENTERPRISES, INC.
AND
ENTERGY POWER MARKETING CORP.
THIS AGREEMENT, made and entered into as of June 17,
1995 by and between Entergy Enterprises, Inc., a corporation
organized under the laws of the State of Delaware
(hereinafter sometimes referred to as "Service Company") and
Entergy Power Marketing Corp., a corporation organized under
the laws of the State of Delaware ("Client Company").
WITNESSETH:
WHEREAS, Service Company and Client Company are both
direct or indirect subsidiaries of Entergy Corporation, and
Client Company, together with Entergy Corporation and
Entergy Corporation's other direct or indirect subsidiaries
and Service Company form the Entergy System; and
WHEREAS, Service Company is authorized by the
Securities and Exchange Commission (the "Commission") under
Section 13 of the Public Utility Holding Company Act of
1935, as amended (the "Act") to render to certain indirect
and indirect subsidiaries of Entergy Corporation which are
not domestic retail electric utility companies ("Client
Companies") certain services and to render to Client
Company services as herein provided; and
WHEREAS, in the performance of past and future services
for the Client Companies, Service Company has acquired and
will acquire certain properties and other resources; and
WHEREAS, economies and increased efficiencies
benefiting the Entergy System will result from the
performance by Service Company of services for Client
Company; and
WHEREAS, subject to the terms and conditions herein
described, Service Company is willing, upon request by
Client Company, to render such services and provide such
property and resources to Client Company at cost, determined
in accordance with applicable rules, regulations and orders
of the Commission under the Act;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein, the parties hereto hereby
agree as follows:
1. Definitions
As used hereinafter, the following terms, in
addition to those elsewhere defined in this
Agreement, shall have the following meanings
unless the context otherwise requires:
A. "Services" shall mean the services
described in the Article 3 hereof.
B. "Non-Affiliate" means any corporation,
company, agency, government, business, entity or
person other than (i) Entergy Corporation, (ii) a
direct or indirect subsidiary of Entergy
Corporation, or (iii) a person employed by Entergy
Corporation, or any of such subsidiaries.
Agreement to Furnish Services.
A. Service Company hereby agrees to furnish
or otherwise make available to Client Company,
upon the terms and conditions hereinafter set
forth, the Services set forth in Section 3 hereof.
Service Company will keep itself and its personnel
available and competent to render to Client
Company the Services on the same basis as such
Services are provided to the other Client
Companies.
B. Upon its receipt of Client
Company's service request, Service Company will,
if it has or can have available the personnel and
resources needed to fill the service request,
furnish to Client Company, upon the terms and
conditions hereinafter set forth, such of the
services set forth in Section 3 hereof, at such
times, for such periods and in such manner as
Client Company may from time to time request;
provided, however, that the determination of
whether Service Company has the available
personnel and resources to perform in accordance
with the service request will be entirely within
the discretion of Service Company, and Service
Company may at its sole option elect not to
perform any requested services, except that, once
having agreed to perform pursuant to a service
request, Service Company shall not withdraw or
depart from such performance without the consent
of Client Company.
C. The providing of services by
Service Company pursuant to this Agreement shall
in all cases and notwithstanding anything herein
contained to the contrary be subject to any
limitations contained in authorizations, rules or
regulations of those governmental agencies, if
any, having jurisdiction over Service Company,
Client Company, or such providing of Services.
Description of Services.
A. General Executive and Advisory Services.
Advise and assist the officers and employees of
Client Company in connection with various phases
of its business and operations, including
particularly (but not exclusively) those phases
which involve coordination of planning or
operations between Client Company and other
entities.
B. General Engineering. Perform general
engineering work, including system production and
transmission studies; prepare and analyze
apparatus specifications, distribution studies and
standards, civil engineering and hydraulic studies
and problems, and fuel supply studies; and advise
and assist in connection with analyses of
operations and operating and construction budgets.
C. Development of Other Business
Enterprises. Advise and assist Client
Company in the investigation of other business
enterprises and the development of such other
business enterprises.
D. Design Engineering. Perform detailed
design work as requested by Client Company
E. Purchasing. Render Purchasing and
group purchasing services to Client Company,
coordinate group purchasing, and supply expediting
services. All requests for bids shall be made by
and purchases confirmed in the name of Client
Company (or its customer, if requested by Client
Company).
F. Accounting and Statistical. Perform
for Client Company all such business, accounting,
and auditing services and install such internal
accounting and auditing procedures as are
requested by Client Company to maintain its books
and records properly and account for and safeguard
its operations and properties; advise and assist
Client Company in connection with the installation
of accounting systems and similar efforts,
requirements of regulatory bodies with respect to
accounting, studies and accounting procedures and
practices and improve efficiency, accounting
entries resulting from financial transactions,
internal audits, employment of independent
auditors, preparation and analyses of financial
and operating reports and other statistical
matters relating to Client company or its
customers, preparation of reports to regulatory
commission, insurance companies and others,
standardization or accounting and statistical
forms in the interest of economy, and other
accounting and statistical matters.
G. Finance and Treasury. Advise and
assist Client Company on financing matters,
including sort and long range financial planning,
determination of types and terms of sales of
securities, the preparation of petitions and
applications for the issuance of securities and
the preparation of various documents required in
connection therewith, negotiation and structuring
of financing arrangements, and all treasury
matters, including banking and investment of
surplus funds.
H. Taxes. Advise and assist Client
Company in connect with tax matters, including
preparation of Federal, State or foreign income
and other tax returns and of protests, claims and
briefs where necessary, tax accruals, and other
matters in connection with any applicable taxes,
governmental fees or assessments, and assistance
in connection with audit or returns by the
Internal Revenue Service and State Tax Agencies.
I. Risk Management. Advise and assist
Client Company in connection with risk management
matters including but not limited to insurance and
bonding, including contracts with insurers,
trustees and actuaries and the placing of
individual or blanket/group policies covering
Client Company and/or other Client Companies, and
other insurance and bonding problems as required.
J. Employee Benefits. Advise and assist
Client Company in connection with employee
benefits matters including but not limited to
welfare and pension matters.
K. Corporate. Advise and assist
Client Company in connection with corporate
affairs, including assistance and suggestions in
connection with the preparation of petitions and
applications for the issuance of securities,
contracts for the sale or underwriting of
securities, maintenance of minutes of directors'
and stockholders' meetings and other proceedings
and of other related corporate records; and also
arrangements for stockholders' meetings, including
notices, proxies and records thereof, and for
other types of meetings.
L. Budgeting. Advise and assist
Client Company in matters involving the
preparation and development of capital and
operating budgets, cash and cost forecasts, and
budgetary controls and preparation of long-range
forecast.
M. Business Promotion and Public Relations.
Advise and assist Client Company in the
development of marketing and sales programs, in
the preparation and use of advertising and sales
materials, and in the determination and carrying
out of promotional programs.
N. Employee Services. Furnish Client
Company with advisory and administrative services
and programs in connection with employees and
employee relations matters, payroll, recruitment,
employee placement, training, compensation,
safety, labor relations and health, welfare and
employee benefits.
O. Systems and Procedures. Advise and
assist Client Company in the formation of sound
operating practices and methods of procedures, the
standardization of forms, the purchase, rental and
use of mechanical and electronic data processing,
computing and communications equipment, in
conducting economic research and planning and in
the development of special economic studies.
P. Regulatory Matters.
Consultation and advice with respect to regulatory
matters, particularly those involving the
Securities and Exchange Commission or the Federal
Energy Regulatory Commission, and the provision of
liaison and assistance in processing matters with
the staffs of such commissions.
Q. Systems Operations Center.
Make available services from the operation of a
System Operations Center for the control of bulk
power supply and load dispatching within the
Entergy System, with Client Company, and with
interconnected systems.
R. Data Processing Services. Make
available services from the operation of a data
processing computer Center serving the Entergy
System. This may include: applications software
development, maintenance and enhancements; data
communications network design, operation and
management; computer center production operations;
and information systems consulting.
S. Access to and Use of Resources. Make
available to Client Company in the conduct of its
business and/or, to the extent necessary or
appropriate as required in the performance of its
services to its customers, access to, use of, or
rights in all Service Company's resources,
including facilities, products, processes,
techniques, computer hardware and software,
technical information, training aids and
properties, vehicles, equipment, machines and
other property, whether owned, leased or licensed
by or otherwise available to Service Company.
T. Training. Assist Client Company in
providing training to personnel of Client Company
or of Non-Affiliates; develop and make available
training procedures, materials and facilities, and
provide instructors.
U. Legal Services. Provide services and
advice relating to litigation, contracts, leases,
real estate, property rights and other legal
matters.
V. General. Make available services
in the areas of construction, planning and
supervision, design, management, programs, quality
assurance, licensing matters, research and
development, and communications systems and
procedures.
W Other Services. Render advise and
assistance in connection with such other matters
as Client Company may request and Service Company
may be able to perform with respect to Client
Company's business and operations.
4. Compensation for Services.
As compensation for Services actually requested by
Client Company and rendered to it by Service
Company, Client Company hereby agrees to pay to
Service Company all direct and indirect costs of
such Services, computed in accordance with
applicable rules and regulations(including, but
not limited to, Rules 90 and 91) under the Act and
appropriate accounting standards. Bills will be
rendered for the amount of such costs on or before
the 20th day of the succeeding month and will be
payable on or before the 60th day thereafter. The
cost of Services to be allocated to and paid by
Client Company shall include all direct charges
and Client Company's pro rata share of Service
company's indirect costs, determined as outlined
on Exhibits I and II attached hereto and
incorporated herein by reference.
5. Service Requests.
The services performed in accordance with service
requests issued or made by or on behalf of Client
Company and accepted by Service Company will be
assigned an applicable service request number to
enable specific work to be properly allocated by
project or other appropriate basis. Service
requests (I) shall be in writing, (ii) shall be
signed by appropriate representatives of Client
Company and of Service company, (iii) shall be
as specific as practicable in defining the
Services requested to be performed, and (iv) shall
set forth the scope, duration and estimated cost
of the services to be performed pursuant to the
service request, provided that (I) any such
amendment or alteration which results in a
material change in the scope of the work to be
performed or equipment to be provided is agreed to
by Service Company, (ii) the costs for the
services covered by the service request will
include any expense incurred by Service Company as
a direct result of the service request, and (iii)
no amendment, alteration or rescission of a
service request will release Client Company from
liability for all such direct costs already
incurred or contracted for by Service Company
pursuant to the service request, regardless of
whether the work associated with such costs has
been completed.
6. Miscellaneous.
This Agreement shall be binding upon the successor
and assigns of the parties hereto, provided that
Service Company shall not be entitled to assign or
subcontract out any of its obligations under this
Agreement or under any purchase order or service
request issued hereunder without the prior written
approval of Client Company. This Agreement shall
be construed and enforced under and in accordance
with the laws of the State of Arkansas. This
Agreement may be executed in counterparts, each
one of which when fully executed shall be deemed
to have the same dignity, force and effect as an
original. No provision of this Agreement shall be
deemed waived nor breach of this Agreement
consented to unless such waiver or consent is set
forth in writing and executed by the party hereto
making such waiver or consent.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their respective corporate
names by their respective Presidents or one of their
respective Vice Presidents and their respective seals to be
hereunto affixed and attested by their respective
Secretaries or one of their respective Assistant Secretaries
or one of their respective Assistant Secretaries as of the
day and year first above written.
ENTERGY ENTERPRISES, INC.
ATTEST:
By:
Xxxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Assistant Secretary Vice President
CLIENT COMPANY
ATTEST:
By:
Xxxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Vice President
_______________________________
Those companies to which Service Company shall not
render Services are Arkansas Power & Light Company,
Louisiana Power & Light Company, Mississippi Power & Light
Company, New Orleans Public Service Inc., Entergy
Operations, Inc., system Fuels, Inc., System Energy
Resources, Inc., Entergy Services, Inc., and such other
similar direct or indirect subsidiaries of Entergy
corporation now or hereafter existing whose activities and
operations are primarily related to the domestic sale of
electric energy at retail or at wholesale to affiliates, or
the provision of goods or services thereto.
Note -The following is a list of the various kinds of
services that could be provided by Enterprises to its Client
Companies. However, this list is not intended to be
exhaustive, and the services to be provided to any
particular Client Company will depend upon, among other
factors, the nature of such company and the needs of its
business.
The representative or Client Company shall be an officer
of Client Company acting on its behalf in signing the
service request.
