Exhibit B-2
NONUTILITY SERVICE AGREEMENT
This Service Agreement (the "Service Agreement"), amended and restated
effective as of ___________ 2004, is by and among Cinergy Corp. ("Cinergy"),
Cinergy Services, Inc., a service company subsidiary of Cinergy (the "Service
Company"), and the other companies listed on the signature pages hereto (each
such other company, together with Cinergy Corp., a "Client Company", and
collectively, the "Client Companies").
WITNESSETH
WHEREAS, the Securities and Exchange Commission (the "SEC") has approved
and authorized as meeting the requirements of Section 13(b) of the Public
Utility Holding Company Act of 1935, as amended (the "Act"), the organization
and conduct of the business of the Service Company in accordance herewith, as a
subsidiary service company of Cinergy; and
WHEREAS, the Service Company and the then-existing Client Companies
executed the original version of the Service Agreement on October 20, 1995,
retroactive to October 25, 1994, pursuant to which the Service Company agrees to
provide and the Client Companies agree to accept and pay for various services as
provided herein determined in accordance with applicable rules and regulations
under the Act, which require the Service Company to fairly and equitably
allocate costs among all associate companies to which it renders services,
including the Client Companies and other associate companies which are not a
party to this Service Agreement; and
WHEREAS, the SEC issued an order under the Act on February 7, 1997, in File
No. 70-8933 (Release No. 35-26662) authorizing, among other things, an amendment
to this Service Agreement solely for the purpose of replacing Appendix A thereto
as then in effect with the superseding version thereof annexed hereto (which
superseding version provides, among other things, for a broader range of
services to be made available from the Service Company to the Client Companies),
and following issuance of such order, the Service Company and the Client
Companies executed a corresponding amendment and restatement of the Service
Agreement;
WHEREAS, the parties hereto desire to further amend and restate the Service
Agreement such that, subject to receipt of all applicable regulatory approvals,
all accounts and records of the Service Company shall continue to be kept in
accordance with the General Rules and Regulations promulgated by the SEC
pursuant to the Act, except that the Service Company shall be entitled to
utilize the chart of accounts prescribed by the Uniform System of Accounts of
the Federal Energy Regulatory Commission; and
WHEREAS, except as provided in the preceding clause, the parties do not
propose to make any other changes to the Service Agreement, which agreement
remains in full force and effect as amended and restated hereby.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties to this Service Agreement covenant and agree as
follows:
ARTICLE I - SERVICES
Section 1.1 The Service Company shall furnish to a Client Company, as
requested by a Client Company, upon the terms and conditions hereinafter set
forth, such of the services described in Appendix A hereto, at such times, for
such periods and in such manner as the Client Company may from time to time
request and which the Service Company concludes it is equipped to perform. The
Service Company shall also provide a Client Company with such special services,
in addition to those services described in Appendix A hereto, as may be
requested by a Client Company and which the Service Company concludes it is
equipped to perform. In supplying such services, the Service Company may
arrange, where it deems appropriate, for the services of such experts,
consultants, advisers and other persons with necessary qualifications as are
required for or pertinent to the rendition of such services.
Section 1.2 Each Client Company shall take from the Service Company such of
the services described in Section 1.1, and such additional general or special
services, whether or not now contemplated, as are requested from time to time by
such Client Company and which the Service Company concludes it is equipped to
perform.
Section 1.3 The services described herein shall be directly assigned,
distributed or allocated by activity, project, program, work order or other
appropriate basis. A Client Company shall have the right from time to time to
amend, alter or rescind any activity, project, program or work order provided
that (i) any such amendment or alteration which results in a material change in
the scope of the services to be performed or equipment to be provided is agreed
to by the Service Company, (ii) the cost for the services covered by the
activity, project, program or work order shall include any expense incurred by
the Service Company as a direct result of such amendment, alteration or
rescission of the activity, project, program or work order, and (iii) no
amendment, alteration or rescission of an activity, project, program or work
order shall release a Client Company from liability for all costs already
incurred by or contracted for by the Service Company pursuant to the activity,
project, program or work order, regardless of whether the services associated
with such costs have been completed.
ARTICLE II - COMPENSATION
Section 2.1. As compensation for the services to be rendered
hereunder, each Client Company (other than companies exempted in whole or in
part from the standards established by Section 13(b) of the Act pursuant to SEC
Rule 83 or otherwise ("Cinergy Foreign Associate Companies")) shall pay to the
Service Company the cost of such services, determined in accordance with Rule 90
and other applicable rules and regulations under the Act, and each Cinergy
Foreign Associate Company shall pay to the Service Company the fair market value
of such services, but in any event no less than the cost of such services. Where
more than one Client Company is involved in or has received benefits from a
service performed, costs will be directly assigned, distributed or allocated, as
set forth in Appendix A hereto, between or among such companies on a basis
reasonably related to the service performed to the extent reasonably
practicable.
Section 2.2. The method of assignment, distribution or allocation of costs
described in Appendix A shall be subject to review annually, or more frequently
if appropriate. Such method of assignment, distribution or allocation of costs
may be modified or changed by the Service Company without the necessity of an
amendment to this Service Agreement provided that in each instance, costs of all
services rendered hereunder shall be fairly and equitably assigned, distributed
or allocated, all in accordance with the requirements of the Act and any orders
promulgated thereunder. The Service Company shall advise the Client Companies
from time to time of any material changes in such method of assignment,
distribution or allocation.
Section 2.3. The Service Company shall render a monthly statement to each
Client Company which shall reflect the billing information necessary to identify
the costs charged for that month. By the twentieth (20th) day of each month,
each Client Company shall remit to the Service Company all charges billed to it.
Section 2.4. It is the intent of this Service Agreement that the payment
for services rendered by the Service Company to the Client Companies under this
Service Agreement shall cover all the costs of its doing business (less the cost
of services provided to affiliated companies not a party to this Service
Agreement and to other non-affiliated companies, and credits for miscellaneous
income items), including, but not limited to, salaries and wages, office
supplies and expenses, outside services employed, property insurance, injuries
and damages, employee pensions and benefits, miscellaneous general expenses,
rents, maintenance of structures and equipment, depreciation and amortization,
profit and compensation for use of capital as permitted by Rule 91 of the SEC
under the Act.
ARTICLE III - TERM
Section 3.1. This Service Agreement shall become effective as
of the 25th day of October, 1994, and shall continue in force with respect to a
Client Company until terminated by the Service Company with respect to such
Client Company or until terminated by unanimous agreement of all Client
Companies, in each case upon not less than one year's prior written notice to
all other parties. This Service Agreement shall also be subject to termination
or modification at any time, without notice, if and to the extent performance
under this Service Agreement may conflict with the Act or with any rule,
regulation or order of the SEC adopted before or after the date of this Service
Agreement.
ARTICLE IV - MISCELLANEOUS
Section 4.1. All accounts and records of the Service Company shall be kept
in accordance with the General Rules and Regulations promulgated by the SEC
pursuant to the Act, in particular, the Uniform System of Accounts for Mutual
Service Companies and Subsidiary Service Companies, except that the Service
Company shall be entitled to utilize the chart of accounts prescribed by the
Uniform System of Accounts of the Federal Energy Regulatory Commission.
Section 4.2. New direct or indirect non-utility subsidiaries of Cinergy
Corp., which may come into existence after the effective date of this Service
Agreement, may become additional Client Companies (collectively, the "New Client
Companies") subject to this Service Agreement. In addition, the parties hereto
shall make such changes in the scope and character of the services to be
rendered and the method of assigning, distributing or allocating costs of such
services among the Client Companies and the New Client Companies under this
Service Agreement as may become necessary.
Section 4.3. The Service Company shall permit a Client Company's access to
its accounts and records, including the basis and computation of allocations.
IN WITNESS WHEREOF, the parties hereto have caused this amended and
restated Service Agreement to be executed as of the date and year first above
written.
BSPE, L.P.
(By: BSPE General, LLC its general partner)
By: _______________________
Authorized Representative
BSPE GENERAL, LLC
By________________________
Authorized Representative
BSPE HOLDINGS, LLC
By:_______________________
Authorized Representative
BSPE LIMITED, LLC
By: ________________________
Authorized Representative
BROWNSVILLE POWER I, LLC
By: ________________________
Treasurer
CADENCE NETWORK, INC.
By__________________________
President, CEO and Treasurer
CALEDONIA POWER I, LLC
By_____________________________
Treasurer
CINCAP IV, LLC
By____________________________
Treasurer
CINCAP V, LLC
By___________________________
Treasurer
CINERGY CANADA, INC.
By: __________________________
Acting Treasurer
CINERGY CAPITAL & TRADING, INC.
By___________________________
Treasurer
CINERGY-CADENCE, INC.
By___________________________
Treasurer
CINERGY-CENTRUS, INC.
By___________________________
Treasurer
CINERGY-CENTRUS COMMUNICATIONS, INC.
By: _____________________________
Treasurer
CINERGY CORP.
By_______________________________
Treasurer
CINERGY ENERGY SOLUTIONS, INC.
By: _______________________
Treasurer
CINERGY EPCOM LLC
By_______________________________
Treasurer
CINERGY EPCOM COLLEGE PARK LLC
By__________________________
Treasurer
CINERGY E-SUPPLY NETWORK, LLC
By: _________________________
Treasurer
CINERGY ENGINEERING, INC.
By: __________________________
Treasurer
CINERGY GASCO SOLUTIONS, LLC
By: __________________________
Treasurer
CINERGY GLOBAL XXXXXXXX HOLDING, INC.
By_____________________________
Treasurer
CINERGY GLOBAL XXXXXXXX I, INC.
By: ____________________________
Treasurer
CINERGY GLOBAL XXX, INC.
By_____________________________
Vice President
CINERGY GLOBAL XXXXX CREEK IV, INC.
By______________________________
President
CINERGY GLOBAL HOLDINGS, INC.
By______________________________
Vice President
CINERGY GLOBAL ONE, INC.
By_______________________________
Vice President
CINERGY GLOBAL XXXXX TABLE I, INC.
By______________________________
Treasurer
CINERGY GLOBAL POWER, INC.
By______________________________
Treasurer
CINERGY GLOBAL POWER SERVICES LIMITED
(formerly MPI International Limited)
By_______________________________
Assistant Treasurer
CINERGY GLOBAL RESOURCES, INC.
By: _____________________________
Treasurer
CINERGY GLOBAL TRADING LIMITED
By: _________________________
Director
CINERGY HOLDINGS B. V.
By_____________________________
Director
CINERGY INVESTMENTS, INC.
By: _____________________________
Treasurer
CINERGY MARKETING & TRADING, LP
(formerly Cinergy Marketing & Trading, LLC)
By_____________________________
President
CINERGY ONE, INC.
By: _____________________________
Treasurer
CINERGY ORIGINATION & TRADE, LLC
By________________________
Acting Treasurer
CINERGY POWER GENERATION SERVICES, LLC
By: __________________________
Treasurer
CINERGY POWER INVESTMENTS, INC.
By: ____________________________
Treasurer
CINERGY SERVICES, INC.
By_______________________________
Treasurer
CINERGY SOLUTIONS, INC.
By______________________________
Treasurer
CINERGY SOLUTIONS HOLDING COMPANY, INC.
(formerly Cinergy Solutions, Inc.)
By: ____________________________
Treasurer
CINERGY SOLUTIONS OF TUSCOLA, INC.
By: _____________________________
Treasurer
CINERGY SOLUTIONS PARTNERS, LLC
By_______________________________
Treasurer
CINERGY SUPPLY NETWORK, INC.
By: ____________________________
Treasurer
CINERGY TECHNOLOGIES, INC.
(formerly Cinergy Ventures Holding Company, Inc.)
By: _____________________________
Treasurer
CINERGY TECHNOLOGY, INC.
By: ______________________________
Treasurer
CINERGY TELECOMMUNICATIONS HOLDING CO., INC.
(formerly Cinergy Communications, Inc.)
By_____________________________
Treasurer
CINERGY TRANSPORTATION, LLC
By: ___________________________
Treasurer
CINERGY TWO, INC.
By________________________________
Treasurer
CINERGY UK, INC.
By: _______________________________
Treasurer
CINERGY VENTURES, LLC
By: ________________________________
Treasurer
CINERGY VENTURES II, LLC
By_________________________________
Treasurer
CINERGY WHOLESALE ENERGY, INC.
By________________________________
Treasurer
CINPOWER I, LLC
By: ________________________________
Treasurer
CINTEC LLC
(formerly CinTech LLC)
By__________________________
Treasurer
CINTEC I LLC
(formerly CinTech I LLC)
By____________________________
Treasurer
CSGP OF SOUTHEAST TEXAS, LLC
By: ________________________
Treasurer
ENERGY EQUIPMENT LEASING LLC
By____________________________
Executive Vice President and
Chief Operating Officer
EVENT RESOURCES I LLC.
(formerly Event Capital I LLC)
By: ____________________________
Treasurer
GREEN POWER G.P., LLC
By: _____________________________
Authorized Representative
GREEN POWER HOLDINGS, LLC
By: ______________________________
Authorized Representative
GREEN POWER LIMITED, LLC
By_______________________________
Authorized Representative
KO TRANSMISSION CO.
By: ________________________________
Treasurer
LANSING GRAND RIVER UTILITIES, LLC
By: ____________________________
Treasurer
LATTICE COMMUNICATIONS, LLC
By_______________________________
Treasurer
MIDLANDS HYDROCARBONS (BANGLADESH)
LIMITED
By: ______________________________
Director
MORAVSKE TEPLARNY, a.s.
By: ________________________________
Chairman of the Board of Directors
CINERGY ZAMBIA B.V.
(formerly MPII (ZAMBIA) B. V. )
By___________________________________
Director "A"
OKLAHOMA ARCADIAN UTILITIES, LLC
By__________________________________
Treasurer
XXXXXX XXXXX ENERGY EQUIPMENT
LEASING, LLC
By: _________________________________
Executive Vice President and Chief
Operating Officer
RELIANT SERVICES, LLC
By___________________________________
Chair
CINERGETIKA U/L a.s.
(formerly SETUZA energetika, a.s.)
By: __________________________________
Chairman of the Board of Directors
SHREVEPORT RED RIVER UTILITIES, LLC
By: _________________________________
Treasurer
SOUTH CONSTRUCTION COMPANY, INC.
By: ____________________________
Treasurer
SOUTH HOUSTON GREEN POWER, L.P.
(formerly Green Power, L.P.)
(By: Green Power G.P., LLC its general partner)
By______________________________
Authorized Representative
ST. XXXX COGENERATION LLC
By_______________________________
Treasurer
SYNCAP II, LLC
By_________________________________
Treasurer
TCS-USFOS OF LANSING LLC
By_________________________________
Treasurer
TRI-STATE IMPROVEMENT CO.
By___________________________________
Treasurer
TRIGEN-CINERGY SOLUTIONS LLC
By: __________________________________
Executive Vice President and
Chief Operating Officer
TRIGEN-CINERGY SOLUTIONS OF ASHTABULA LLC
By: __________________________________
Treasurer
CINERGY SOLUTIONS OF BOCA RATON LLC
(formerly Trigen-Cinergy Solutions of Boca Raton LLC)
By___________________________________
Executive Vice President and
Chief Operating Officer
CINERGY SOLUTIONS OF CINCINNATI LLC
(formerly Trigen-Cinergy Solutions of Cincinnati LLC)
By: __________________________________
Executive Vice President and
Chief Operating Officer
TRIGEN-CINERGY SOLUTIONS OF LANSING LLC
By_____________________________________
Treasurer
TRIGEN-CINERGY SOLUTIONS OF ORLANDO LLC
By________________________________
Executive Vice President and
Chief Operating Officer
TRIGEN - CINERGY SOLUTIONS OF XXXXXX
XXXXX LLC
By__________________________________
Executive Vice President and
Chief Operating Officer
TRIGEN-CINERGY SOLUTIONS OF ROCHESTER LLC
By___________________________________
Treasurer
TRIGEN-CINERGY SOLUTIONS OF SILVER GROVE LLC
By____________________________________
Treasurer
CINERGY SOLUTIONS OF ST XXXX LLC
(formerly Trigen-Cinergy Solutions of St. Xxxx LLC)
By: _____________________________________
Executive Vice President and
Chief Operating Officer
TRIGEN-CINERGY SOLUTIONS OF TUSCOLA LLC
By: ______________________________________
Executive Vice President and
Chief Operating Officer
VESTAR, INC.
(formerly Cinergy Business Solutions, Inc.)
By: ___________________________________
Treasurer
CST LIMITED, LLC
By: _________________________________
Acting Treasurer
CST GREEN POWER, L.P.
By_____________________________________
Acting Treasurer
CST GENERAL, LLC
By: ________________________________
Acting Treasurer
CSGP LIMITED, LLC
By: __________________________________
Acting Treasurer
CSGP SERVICES, L.P.
By__________________________________
Acting Treasurer
CSGP GENERAL, LLC
By: __________________________________
Acting Treasurer
CINERGY SOLUTIONS OF PHILADELPHIA, LLC
By: __________________________________
Acting Treasurer
TRIGEN-CINERGY SOLUTIONS OF SAN DIEGO, LLC
By_____________________________________
Secretary
TRIGEN-CINERGY SOLUTIONS OF THE
SOUTHEAST LLC
By________________________________
Secretary
OHIO RIVER VALLEY PROPANE, LLC
(formerly Cinergy Propane)
By__________________________________
Acting Treasurer
CINERGY RETAIL POWER LIMITED, INC.
By: __________________________________
Acting Treasurer
CINERGY RETAIL POWER GENERAL, INC.
By: __________________________________
Acting Treasurer
CINERGY RETAIL POWER, L.P.
By_____________________________________
Acting Treasurer
DELTA TOWNSHIP UTILITIES, LLC
By: ________________________________
Secretary
CPI ALLOWANCE MANAGEMENT, LLC
By: ______________________________
Acting Treasurer
CPI INVESTMENTS, LLC
By: ________________________________
Acting Treasurer
CINERGY LIMITED HOLDINGS, LLC
By___________________________________
Acting Treasurer
CINERGY GENERAL HOLDINGS, LLC
By____________________________________
Acting Treasurer
CINERGY RECEIVABLES COMPANY LLC
By___________________________________
Secretary
CINFUEL RESOURCES, INC.
By: _________________________________
Vice President and Comptroller
LH1, LLC
By: ___________________________________
Vice President and Comptroller
Kentucky Data Link, Inc.
By____________________________________
President
Cinergy Telecommunication Networks -
Indiana, Inc.
By___________________________________
President
Cinergy Telecommunication Networks -
Ohio, Inc.
By__________________________________
President
Cinergy Telecommunication Networks -
Kentucky, Inc.
By__________________________________
President
QCC, Inc.
By___________________________________
President
Q-Comm Corporation
By_________________________________
President
OAK MOUNTAIN PRODUCTS, LLC
By: _________________________________
Secretary
CINERGY SOLUTIONS OPERATING SERVICES OF
LANSING, LLC
By_____________________________________
Secretary
CINERGY SOLUTIONS OPERATING SERVICES OF
SHREVEPORT, LLC
By: ______________________________
Secretary
CINERGY SOLUTIONS OPERATING SERVICES OF
OKLAHOMA, LLC
By: _________________________________
Secretary
CINERGY SOLUTIONS OF NARROWS, LLC
By: __________________________________
Assistant Secretary
CINERGY SOLUTIONS OF ROCK HILL, LLC
By: __________________________________
Assistant Secretary
CINERGY SOLUTIONS OF ST. XXXXXXX, LLC
By: _______________________________
Assistant Secretary
CINERGY CLIMATE CHANGE INVESTMENTS, LLC
By: _______________________________
Assistant Secretary
CINERGY BROADBAND, LLC
By: _______________________________
Assistant Secretary
CINERGY RETAIL SALES, LLC
By___________________________________
Assistant Secretary
CINERGY SOLUTIONS OF MONACA, LLC
By________________________________
Assistant Secretary
CINTEC II LLC
By________________________________
Assistant Secretary
CINERGY MEXICO GENERAL, LLC
By: _______________________________
Assistant Secretary
CINERGY MEXICO LIMITED, LLC
By: _______________________________
Assistant Secretary
CINERGY MEXICO HOLDINGS, LP
(By: Cinergy Mexico General, LLC its general partner)
By: ___________________________________
Assistant Secretary
CINERGY MEXICO MARKETING & TRADING, LLC
By: ___________________________________
Assistant Secretary
CINERGY SOLUTIONS OF SAN DIEGO, INC.
(formerly Cinergy Solutions of San Diego, LLC)
By: _____________________________________
Assistant Secretary
Appendix A to
Nonutility Service Agreement
DESCRIPTION OF SERVICES
AND DETERMINATION OF CHARGES FOR SERVICES
I. The Service Company will maintain an accounting system for
accumulating all costs on an activity, project, program, work order or
other appropriate basis. To the extent practicable, time records of
hours worked by Service Company employees will be kept by activity,
project, program or work order. Charges for salaries will be
determined from such time records and will be computed on the basis of
employees' effective hourly rates, including the cost of fringe
benefits and payroll taxes. Records of employee-related expenses and
other indirect costs will be maintained for each functional group (a
"Function") within the Service Company. Where identifiable to a
particular activity, project, program or work order, such indirect
costs will be directly assigned to such activity, project, program or
work order. Where not identifiable to a particular activity, project,
program or work order, such indirect costs within a Function will be
allocated in relationship to the directly assigned costs of the
Function. For purposes of this Appendix A, any costs not directly
assigned by the Service Company will be allocated monthly.
II. Service Company costs accumulated for each activity, project, program
or work order will be directly assigned, distributed or allocated to
the Client Companies or other Functions within the Service Company as
follows:
1. Costs accumulated in an activity, project, program or work
order for services specifically performed for a single Client
Company or Function will be directly assigned and charged to
such Client Company or Function.
2. Costs accumulated in an activity, project, program or work
order for services specifically performed for two or more
Client Companies or Functions will be distributed among and
charged to such Client Companies or Functions. The appropriate
method of distribution will be determined by the Service
Company on a case-by-case basis consistent with the nature of
the work performed. The distribution method will be provided
to each such affected Client Company or Function.
3. Costs accumulated in an activity, project, program or work
order for services of a general nature which are applicable to
all Client Companies or Functions or to a class or classes of
Client Companies or Functions will be allocated among and
charged to such Client Companies or Functions by application
of one or more of the allocation ratios enumerated in Section
III.
III. Costs accumulated in an activity, project, program or work order for
services of a general nature which are applicable to all Client
Companies or Functions or to a class or classes of Client Companies or
Functions will be allocated among and charged to such Client Companies
or Functions by application of one or more of the following allocation
ratios:
1. Revenues: A ratio based on total revenues for the immediately
preceding 12 calendar months, the numerator of which is for a
Client Company or Service Company Function and the denominator
of which is for all Client Companies and/or the Service
Company. This ratio will be determined annually or at such
time as may be required due to a significant change.
2. Employees. A ratio based on the total number of employees at
the end of each month for the immediately preceding 12
calendar months, the numerator of which is for a Client
Company or Service Company Function and the denominator of
which is for all Client Companies and/or the Service Company.
This ratio will be determined annually or at such time as may
be required due to a significant change.
3. Construction Expenditures. A ratio based on total construction
expenditures for the immediately preceding 12 calendar months,
the numerator of which is for a Client Company and the
denominator of which is for all Client Companies. This ratio
will be determined annually or at such time as may be required
due to a significant change.
4. CPU Seconds. A ratio based on the total number of central
processing unit seconds expended to execute mainframe computer
software applications for the immediately preceding 12
calendar months, the numerator of which is for a Client
Company or Service Company Function and the denominator of
which is for all Client Companies and/or the Service Company.
This ratio will be determined annually or at such time as may
be required due to a significant change.
IV. A general description of each Function's activities is set forth below.
1. INFORMATION SYSTEMS
Provides communications and electronic data processing services.
Examples of activities include development and support of mainframe computer
software applications; procurement and support of personal computers and related
network and software applications; operation of data center; and installation
and operation of communications systems.
2. METERS AND TRANSPORTATION
Procures and maintains meters, vehicles and similar equipment for Client
Companies. Assists Client Companies in rendering purchasing, construction,
installation, inspection, maintenance, repair and related services in respect of
customer-owned meters, vehicle fleets and similar equipment.
3. HUMAN RESOURCES
Establishes and administers policies and supervises compliance with
legal requirements in areas of employment, compensation, benefits and employee
health and safety. Processes payroll and employee benefit payments. Supervises
contract negotiations and relations with labor unions.
4. FACILITIES
Operates and maintains office and service buildings. Provides security
and housekeeping services for such buildings and procures office furniture and
equipment.
5. ACCOUNTING
Maintains books and records of Cinergy Corp. and its affiliates,
prepares financial and statistical reports, processes payments to vendors,
prepares tax filings and supervises compliance with tax and other similar laws
and regulations.
6. PUBLIC AFFAIRS
Prepares and disseminates information to employees, customers,
government officials, communities and media. Provides graphics, reproduction
lithography, photography and video services.
7. LEGAL
Renders services relating to labor and employment law, litigation,
contracts, rates and regulatory affairs, environmental matters, financing,
financial reporting, real estate and other legal matters.
8. FINANCE
Renders services to Client Companies with respect to investments,
financing, cash management, risk management, claims, fire prevention, etc.
Prepares reports to SEC, budgets, financial forecasts, economic analyses and
other similar finance-related documents. Assists Client Companies in rendering
financial-related services to customers, such as development and implementation
of "shared savings" arrangements, and in providing financing options to
customers (loans, leases, etc.) principally in connection with sales of Client
Company goods and services.
9. INTERNAL AUDIT
Reviews internal controls and procedures to ensure that assets are
safeguarded and that transactions are properly authorized and recorded.
10. INVESTOR RELATIONS
Provides communications to investors and financial community, performs
transfer agent and shareholder record-keeping functions, administers stock plans
and performs stock-related regulatory reporting.
11. STRATEGIC PLANNING
Assists in development of business plans; monitoring of trends;
gathering and evaluation of information with respect to competitors and
customers; evaluation of business opportunities; related strategic matters.
12. EXECUTIVE
Provides general administrative and executive management services.
13. ENERGY-RELATED FACILITY MAINTENANCE
Assists Client Companies in rendering maintenance and related
consulting services in respect of customer-owned utility assets (generation,
transmission/transportation and distribution facilities) and other
energy-related facilities and equipment, such as cogeneration facilities, fuel
systems, chilled/hot water systems, fiber optic/telecommunications facilities,
outdoor and street lighting systems, etc. To the extent Client Companies
themselves own any such facilities and equipment, such maintenance services may
also be provided to any such Client Company.
14. ENGINEERING AND CONSTRUCTION
Assists Client Companies in rendering engineering and construction and
related consulting services in respect of customer-owned utility assets
(generation, transmission/transportation and distribution facilities) and other
energy-related facilities and equipment, such as cogeneration facilities, fuel
systems, chilled/hot water systems, fiber optic/telecommunications facilities,
outdoor and street lighting systems, etc. To the extent Client Companies
themselves own any such facilities and equipment, such engineering and
construction services may also be provided to any such Client Company.
15. MARKETING AND CUSTOMER RELATIONS
Assists Client Companies in designing, implementing and promoting
products and services to potential customers and in administering business
relationships with existing customers. Activities include assisting Client
Companies in connection with (1) advertising, (2) making initial contacts with
and designing specific proposals for potential customers; (3) administering
business relationships with customers including xxxx processing and payment
collection; and (4) operation of telephone call centers with respect to
foregoing matters.
16. MATERIALS MANAGEMENT
Provides services in connection with procurement of materials and
contract services and management of materials and supply inventories.
17. FUELS
Assists Client Companies in procuring fuel supplies (coal, steam, fuel
oil, gas, etc.) for customers and, where applicable, Client Companies
themselves.
18. ENVIRONMENTAL AFFAIRS
Assists Client Companies in providing energy-related environmental
services (compliance, studies, testing, licensing, monitoring, employee
training, etc.) to customers. Where applicable, such services also provided to
Client Companies themselves.
19. RATES
Assists Client Companies in connection with customer rate negotiations
and risk analysis with respect to utility service.
20. RIGHTS OF WAY
Assists in purchase/sale, surveying and recording of interests in real
estate, both for Client Companies themselves and customers thereof.
21. ENERGY-RELATED SYSTEM OPERATIONS
Assists Client Companies in rendering operational and related
consulting services in respect of customer-owned utility assets (generation,
transmission/transportation and distribution facilities) and other
energy-related facilities and equipment, such as cogeneration facilities, fuel
systems, chilled/hot water systems, fiber optic/telecommunications facilities,
outdoor and street lighting systems, etc. To the extent Client Companies
themselves own any such facilities and equipment, such operational services may
also be provided to any such Client Company. This function also includes
assistance with respect to matters relating to disposal of associated
by-products.
