MASTER AFFILIATE SERVICE AGREEMENT
THIS MASTER AFFILIATE SERVICE AGREEMENT (the "Agreement") is made and
entered into effective as of September 1, 1996 (the "Effective Date"), between
PACIFIC ENTERPRISES ENERGY SERVICES on its own behalf and as attorney in fact
for certain non-regulated subsidiaries of Pacific Enterprises identified on
Appendix "A" of this Agreement ("Pacific") and SOUTHERN CALIFORNIA GAS COMPANY
("SoCalGas"). Pacific and SoCalGas are each referred to in this Agreement
individually as a "Party," and collectively as the "Parties." The Parties
hereby agree as follows:
RECITALS
WHEREAS, Pacific desires to obtain the benefit of certain resources of
SoCalGas (other than tariffed utility services, which shall be provided only on
the basis of applicable tariffs) to support marketing of new products and
services to third parties by Pacific that are specifically set forth at Appendix
"B" to this Agreement (the "Services"); and
WHEREAS, SoCalGas is willing to provide the Services to Pacific consistent
with the requirements of the California Public Utilities Commission ("CPUC") and
the Pacific Enterprises Companies Policy Memorandum on Affiliate Transactions
and Activities Allocation of Business Unit and Policy Group Costs, a copy of
which is attached as Appendix "C" to this Agreement, as revised or superseded
from time to time (collectively, the "Policy").
NOW THEREFORE, the Parties agree as follows:
AGREEMENT
ARTICLE I.
SCOPE OF SERVICES
1.1 GENERAL. Pacific intends to contract with various third parties
("Customers") to provide goods and services to them during the term of this
Agreement. Pacific hereby retains SoCalGas to perform the Services as an
independent contractor to Pacific. The scope of Services described in Appendix
" B" to this Agreement may be amended and modified from time to time pursuant
to Section 11.4 of this Agreement.
1.2 BRAND NAME. Subject to SoCalGas' prior approval in accordance with
Article IX of this Agreement, Pacific may use the SoCalGas brand name and logo
for marketing and labeling Pacific products and services. Pacific shall not be
required to pay SoCalGas for the use of the SoCalGas name or logo. Pacific may
refer to itself publicly as
"In affiliation with The Gas Company". SoCalGas shall approve all advertising
copy for conformance with SoCalGas standards.
1.3 BILLING SERVICES Pacific may, upon SoCalGas' approval, identify
certain charges to SoCalGas customers as a separate line item on SoCalGas
customer bills. Any partial payments received from SoCalGas customers shall be
applied to the SoCalGas portion of the xxxx first. Pacific may, upon SoCalGas'
approval, use the envelope space to market products and services to SoCalGas
customers. Inserts required by the CPUC or by legal mandates shall take
priority over Pacific products and services. Pacific shall be solely responsible
for collection of amounts due it; SoCalGas is not required to collect past due
amounts for Pacific.
1.4 CUSTOMER ORDERS. Upon receipt of a Customer Order (which may be
transmitted and authenticated electronically via facsimile machine, E-mail or
other mutually acceptable method) and unless promptly rejected by SoCalGas or as
may be otherwise agreed, SoCalGas shall coordinate specific dates and times of
delivery of the Services with Pacific's designated representatives prior to any
scheduled visit to Customer locations. Except as provided at Section 2.2 of
this Agreement or as may otherwise mutually agreed upon, SoCalGas shall supply
all personnel, supplies and equipment required to perform the Services
consistent with each Customer Order. Each Customer Order shall specify which
Services SoCalGas shall provide pursuant to such Customer Order, and shall
include any special conditions or provisions applying to the work (including,
but not limited to, any additional contract provisions required by Pacific's
agreement with Pacific's Customer).
1.5 OTHER AGREEMENTS. This Agreement sets forth the general terms and
conditions pursuant to which the Services shall be provided by SoCalGas to
Pacific. Consistent with the terms and conditions of this Agreement, the
Parties may develop other terms and conditions for Services. To the extent that
other agreements are entered into with respect to one or more Services, this
Agreement shall be construed together with such other agreements as a single
agreement; provided, however, that any term or condition of other agreements
which conflict with this Agreement shall control with respect to the Services
provided pursuant to such other agreement.
1.6 DEFAULT AGREEMENT. If SoCalGas provides goods or services to Pacific
other than the Services without a written agreement, the terms and conditions of
this Agreement shall apply to such Services.
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ARTICLE II.
TERM AND TERMINATION
2.1 GENERAL. The term of this Agreement shall commence as of the
Effective Date and shall continue until either Party gives the other Party
thirty (30) days' prior written notice of termination. Termination of this
Agreement shall have no effect upon any other agreement between the Parties or
with any third party.
2.2 PRIORITY OF UTILITY OBLIGATIONS. The Parties recognize that, as a
public utility regulated by the CPUC, SoCalGas has certain public service
obligations, the performance of which may interfere with SoCalGas' performance
of its obligations under this Agreement. In such event, SoCalGas may interrupt
such Services as may, in its sole judgment, be reasonable or necessary and shall
notify Pacific of any extended interruption as soon as reasonably practicable.
Pacific may thereupon, and without incurring any liability to SoCalGas thereby,
elect to terminate any Customer Order or other work under this Agreement which
in its reasonable judgment is or will be materially adversely affected by such
extended interruption, and recontract such work or Customer Order to a third
party in its sole discretion. Work or Customer Orders not so recontracted shall
be completed by SoCalGas as soon as practicable under the circumstances. Except
as specifically provided in this Section, SoCalGas shall have no duties or
liability under this Agreement for interference or interruptions caused by its
public service obligations.
ARTICLE III.
COMPENSATION
3.1 GENERAL. Pacific shall compensate SoCalGas for all Services rendered
pursuant to this Agreement in accordance with the principles expressed in the
Policy, as revised or superseded from time to time. SoCalGas shall submit
invoices to Pacific monthly in sufficient detail to identify the Customer Order
authorizing such Services and, with respect to such Services, the specific
charges, including (but not limited to) labor, material, location and
description of work done, and any reimbursable costs and expenses applicable to
such Services. Pacific shall pay each SoCalGas invoice within thirty (30) days
of its receipt, after which interest shall accrue. Pacific shall be responsible
for payment of any sales or use taxes applicable to the Services.
3.2 SALES AND MARKETING. Except as may be specifically agreed by
SoCalGas and Pacific, SoCalGas employees will not be providing leads, closing
sales or actively promoting Pacific products and services. Any such
arrangements shall be conditioned upon implementation of measures to assure that
no confidential SoCalGas customer information will be used thereby for the
benefit of Pacific without documented customer consent, that SoCalGas utility
workload is not adversely affected, and that SoCalGas is compensated in
accordance with the principles expressed in the Policy.
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3.3 EMPLOYEE RELOCATION. Pacific shall compensate SoCalGas for
management employees employed by Pacific that were SoCalGas employees (within 30
days of their employment by Pacific) by paying an amount equal to twenty five
percent (25%) of each such employee's last year's base salary as an employee of
SoCalGas.
3.4 PROMOTIONAL MATERIALS. Provided that such work is minimal and
incidental to performance of their utility duties and SoCalGas approves the
program, SoCalGas account representatives and field personnel may distribute
Pacific promotional materials at no cost; provided that Pacific will be charged
for training time and similar activities requested by Pacific.
3.5 PROCESS. Consistent with the Policy (as defined in the recitals of
this Agreement), the Parties shall develop and periodically review the pricing
methodology applicable to the Services (including providing for wage increases
and other cost adjustments and the applicable rate of interest for late
payments); and shall periodically confirm that the transfer pricing methodology
accurately reflects SoCalGas' fully assigned cost of providing the Services.
Any significant deviations shall be trued-up to SoCalGas actual recorded costs
or otherwise corrected to the mutual satisfaction of the Parties. The
development and review shall be completed as soon as reasonably possible, but in
any event by December 31, 1996. Further reviews shall be conducted at least
annually thereafter.
ARTICLE IV.
CUSTOMER INFORMATION
4.1 CUSTOMER-OWNED. Information owned by individual customers and
provided to SoCalGas, such as customer name, address, and phone number, shall
not be made available to third parties, including Pacific, without documented
customer consent, except to the extent SoCalGas is legally required or permitted
to do so.
4.2 PRIVACY EXPECTATION. Information owned by SoCalGas in which the
customer has a reasonable expectation of privacy, such as customer credit
history, recorded energy consumption data, energy equipment data, and customer
service and purchase history, shall be provided to Pacific only with documented
customer consent, except to the extent SoCalGas is legally required or permitted
to do so.
4.3 CUSTOMER CONSENT. The information described in Sections 4.1 and 4.2
may be referred to in this Agreement as "Customer Information. Pacific shall
have the right to seek documented consent from customers for SoCalGas to release
Customer Information to Pacific. Pacific shall maintain the confidentiality of
all Customer Information consistent with the practice of SoCalGas.
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4.4 BILLING SERVICES. Billing services provided by SoCalGas to Pacific
shall protect against unauthorized use of Customer Information. Target
marketing using SoCalGas mailing services shall not be based on Customer
Information. For example, Pacific shall not request SoCalGas to provide Pacific
with a targeted mailing based on SoCalGas' customer-specific gas consumption
information without documented customer consent.
4.5 SOCALGAS FACILITIES. Information owned by SoCalGas and also
available to customers, such as a customer's account number, meter size and
location and the size and location of other SoCalGas facilities on the
customer's premises shall be provided to Pacific at SoCalGas' fully assigned
cost, except to the extent SoCalGas is legally prohibited from doing so. For
example, SoCalGas may provide customer meter location information to Pacific to
facilitate Pacific's providing service to customers.
4.6 AGGREGATED INFORMATION. Information owned by SoCalGas which is
aggregated and non-customer specific shall be provided to Pacific only upon
mutually acceptable terms and conditions.
ARTICLE V.
AUDIT RIGHTS
Each Party shall maintain reasonably complete and detailed records,
consistent with its customary accounting practices, substantiating all
transactions, customer consents, arrangements, Services and charges under, or
relating to, this Agreement. Each Party shall allow representatives of the
other to examine, audit, and make copies of such records during normal business
hours for a period of four (4) years after the event, or, if later, the date any
charges substantiated thereby were billed to Pacific in accordance with this
Agreement.
ARTICLE VI.
RELATIONSHIP OF THE PARTIES
6.1 INDEPENDENT CONTRACTOR. Neither Party nor its employees, agents,
representatives, or subcontractors shall be deemed employees of the other Party
for any purpose whatsoever. SoCalGas shall be deemed an independent contractor
to Pacific. Pacific is only interested in the results to be obtained by SoCalGas
in the performance of the Services. SoCalGas is responsible for its own
operations and its employees shall not be on the payroll of Pacific or entitled
to any benefits extended to Pacific's employees. SoCalGas shall be solely liable
for withholding and remitting payment for all taxes relating to the Services,
including, but not limited to, state and federal income taxes, Social Security
tax, self-employment tax, unemployment tax, unemployment insurance premiums, and
disability insurance contributions. Nothing in this Agreement shall be
construed as
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creating an exclusive relationship between Pacific and SoCalGas. Except as may
be expressly agreed by the Parties, SoCalGas may provide, and Pacific may
obtain, goods or services to or from any third parties with whom they
respectively choose to deal.
6.2 SPECIAL PURPOSE EMPLOYMENT. With respect to SoCalGas employees
engaged in providing the Services to Pacific, SoCalGas shall be the "General
Employer" and the Pacific shall be the "Special Purpose Employer" within the
meaning of California law.
ARTICLE VII.
CONFORMANCE WITH LAWS
Each Party shall observe and comply in all material respects with all
applicable laws, ordinances, codes, orders, and regulations of governmental
agencies, including federal, state, municipal, and local governing bodies,
having jurisdiction over performance of the Services, and each Party shall
obtain all necessary permits and licenses to perform its obligations under this
Agreement. To the extent required by law all federal, state and local contract
provisions applicable to the Services, as revised from time to time, are hereby
incorporated herein by reference as though fully set forth.
ARTICLE VIII.
INDEMNIFICATION
8.1 GENERAL. Except for claims for which indemnity is provided under
Section 8.2, to the fullest extent permitted by law, each Party will indemnify,
defend and hold harmless the other Party, its affiliates, officers, directors,
employees, agents, representatives, and subcontractors (collectively
"Indemnitees") from and against any and all losses, costs (including reasonable
attorneys fees for external and internal counsel), fines and penalties, damage,
injury, liability, and claims (collectively "Claims") for: (i) injury to or
death of persons (including employees of the Parties), (ii) loss of, damage to
or destruction of property, and (iii) violation of law; which results directly
or indirectly from such indemnifying Party's performance of, or failure to
perform, its obligations under this Agreement or any other of such Party's
negligent or wrongful actions or omissions in any way related to its obligations
under this Agreement; excluding only indemnification for Claims to the extent
caused or contributed to by the active negligence or misconduct of the Party to
be indemnified, or of its Indemnitees.
8.2 NAME AND BILLING. Pacific shall indemnify, defend and hold harmless
SoCalGas from claims and expenses resulting from Pacific's promotion of its
goods and services, use of SoCalGas identity association (including, but not
limited to, SoCalGas' brand name, logo, trademarks and service marks) and use of
SoCalGas' billing envelope and xxxx.
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8.3 SURVIVAL. The foregoing indemnities shall survive termination of this
Agreement.
ARTICLE IX.
INTELLECTUAL PROPERTY
SoCalGas reserves the right to approve in advance all publicity and
materials using its brand identification (including its name, logo, trademarks
and service marks). SoCalGas also reserves the right to approve in advance all
publicity and promotional materials intended for SoCalGas' distribution.
Publicity, identity association and use of SoCalGas' envelope and xxxx shall
conform to appropriate standards to protect SoCalGas' relationships with its
customers, labor force, the public, and other constituencies.
ARTICLE X.
FORCE MAJEURE
In no event shall a Party be liable for breach of this Agreement if it is
prevented from, or delayed in, performing its obligations under this Agreement
(excluding, however, obligations to pay money) by forces or events not under its
control, including, but not limited to, earthquake, fire, flood, other Acts of
God, labor disputes, walkouts, or strikes, shortages of parts or materials, riot
or civil unrest, war, inability to obtain governmental approvals or permits, or
government orders; provided that notice is given with reasonable promptness and
the affected Party seeks to resume performance as soon as practicable, and
further provided that nothing herein shall require a Party to resolve labor
disputes.
ARTICLE XI.
MISCELLANEOUS
11.1 DESIGNATED REPRESENTATIVES. Each Party may, by notice given in
accordance with Section 11.2, designate to the other from time to time one or
more representatives for the purpose of issuing approvals on behalf of such
Party under this Agreement and for other purposes, including (but not limited
to) execution of Appendices A and B and amendments and modifications thereto,
the approvals provided for in Sections 1.2 (brand), 1.3 (billing and inserts),
3.2 (sales and marketing), 3.4 (promotional materials), 4.6 (aggregated
information), and Article IX (intellectual property). SoCalGas initially
designates the following officers to make such approvals and upon notice to
further delegate such authority: Senior Vice President, Energy Distribution
Services, Vice President, Residential Services or Vice President, Commercial &
Industrial Services.
11.2 NOTICES. Notices and invoices shall be in writing and sent to the
Parties at the addresses set forth below. Notices shall be sent by the Pacific
Enterprises inter-office mail system, first class United States mail (postage
prepaid), commercial overnight
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courier, any form of electronic transmission providing proof of delivery (fax or
E-mail), or personal delivery addressed as follows:
PACIFIC:
FOR NOTICES:
Pacific Enterprises Energy Services
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn.: President
FOR INVOICES:
Pacific Enterprises Energy Services
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn.: Controller
SOCALGAS :
FOR NOTICES:
Southern California Gas Company
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn.: Senior Vice President, Energy Distribution
Services
FOR PAYMENTS:
Southern California Gas Company
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attn.: Accounts Receivable
11.3 ASSIGNMENT. Neither this Agreement nor any rights or duties under
this Agreement shall be assignable by either Party, whether voluntarily,
involuntarily, or by operation of law, without the prior written consent of the
other Party; provided, however, that SoCalGas may subcontract any or all of its
services subject to Pacific's prior approval, which approval shall not be
unreasonably withheld. This Agreement shall be binding upon and inure to the
benefit of their heirs, successors, or permitted assigns of the Parties.
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11.4 INTERPRETATION; MODIFICATION; WAIVER. As used herein "Agreement"
means this Master Affiliate Service Agreement" and its Appendices (as in effect
from time to time), as duly amended or modified. The interpretation and
performance of this Agreement shall be in accordance with the laws of the State
of California, and the orders, rules and regulations of the CPUC, in effect from
time to time. Except as required to conform with California law and the orders,
rules and regulations of the CPUC, no amendment or modification shall be made to
this Agreement except by an instrument in writing executed by authorized
representatives of the Parties, and no amendment or modification shall be made
by course of performance, course of dealing or usage of trade. No waiver by any
Party of one or more defaults under this Agreement shall operate or be construed
as a waiver of any other default or defaults, whether of a like or different
character.
IN WITNESS WHEREOF, this Agreement has been executed as of the Effective
Date in duplicate originals by the duly authorized representatives of the
Parties.
PACIFIC ENTERPRISES ENERGY SERVICES SOUTHERN CALIFORNIA GAS COMPANY
a California corporation a California corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- ----------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Appendices:
A. Certain Non-Regulated Subsidiaries of Pacific Enterprises (to be
attached upon execution pursuant to Section 11.4);
B. Services (to be attached upon execution pursuant to Section 11.4); and
C. Affiliate Transaction Rules
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APPENDIX A
CERTAIN NON-REGULATED SUBSIDIARIES OF PACIFIC
ENTERPRISES
APPENDIX "A"
Energy Alliance I
Ensource
Pacific Energy
Pacific Energy Leasing
Pacific Enterprises Energy Services
Pacific Enterprises Energy Management Services
Pacific Enterprises LNG Company
APPENDIX B
SERVICES
APPENDIX B
SERVICES
PART B-1
APPLIANCE PROTECTION PLAN.
A. PLAN DESCRIPTION
Pacific's warranty program for repairing various gas and electric
appliances. For a monthly fee, appliances will be repaired upon the Customer's
request. Under this program, Pacific does not charge to the Customer for the
service call. If the estimated repair cost exceeds the value of the appliance,
Pacific will pay the Customer the value of the appliance in lieu of repairing
it.
B. SCOPE OF WORK
Subject to all of the terms and conditions of the Agreement, SoCalGas shall
(at Pacific's expense as provided in provision C of this Part) provide to
Pacific, upon Pacific's request, the following Services in connection with this
program:
1. XXXX INSERT. SoCalGas shall provide envelope space for Pacific's
Appliance Protection Plan ("Plan") advertisement. Advertisements shall
conform to size and weight specifications agreed to by the Parties.
SoCalGas shall notify Pacific if its advertisement, in conjunction with
other SoCalGas inserts, will exceed the weight limit for SoCalGas' normal
postage rate. Pacific shall be given the choice to withdraw the
advertisement from that month's utility bills, or pay any additional
postage costs. Each Party will use its best efforts to provide timely
notifications of its actions to the other.
2. CUSTOMER RESPONSE FORMS. SoCalGas shall use its best efforts to
forward to Pacific, or to a third party authorized by Pacific, all Customer
response forms (Plan advertisement tear-offs included with utility xxxx
payments) on a daily basis.
3. CUSTOMER BILLING SERVICE. SoCalGas shall provide billing,
payment processing and related services for the Plan. Upon notification
that a Customer has accepted the Plan, SoCalGas will add the Plan charge to
the Customer's gas xxxx, effective as of the Customer's next billing cycle.
Pacific's notification of Customer acceptance shall, at a minimum, include
Customer name, address, home phone number with area code, and the selected
option. SoCalGas shall notify Pacific which Customers were billed, the
amount billed, which Customers paid, the amount paid and dates paid. In
addition, SoCalGas will provide xxxx insert services for Pacific, and will
respond to incidental Customer inquiries received by the SoCalGas Call
Center with respect to the Plan. All notifications to be provided by one
Party to the other Party in accordance with this section shall be
transmitted
and authenticated electronically via tape, diskette, facsimile machine, or
otherwise. SoCalGas shall receive a daily listing from Pacific that
contains the name, address, home phone number with area code, SoCalGas'
Xxxx Account Number (if known), the Plan purchased, and optional coverages
purchased. The listing shall be transmitted and authenticated
electronically via tape, diskette, facsimile machine or otherwise.
SoCalGas will add the Plan (and optional coverage) charges as one line item
on the Customer's gas xxxx which will read: "Appliance Protection Plan."
4. PAYMENT PROCESSING. SoCalGas shall receive customers' payments
for gas and other charges included on the xxxx, which includes Plan
payments. SoCalGas shall process all payments in the same manner as
SoCalGas processes its other customers' bills in the normal course of
business, namely, within two (2) business days of receipt if paid by mail
or in a branch office; within three (3) business days if paid through an
Authorized Payment Agency. In the event of a partial payment, SoCalGas
shall apply the payment against SoCalGas' xxxx first and any balance
against Pacific's Plan charges. If there is a previous balance, current
utility charges will be credited before being applied against a delinquent
Plan balance.
5. CALL CENTER. SoCalGas' Call Center may receive calls regarding
the Appliance Protection Plan. Calls regarding Plan coverage, general
information, incidental questions about the Plan, or requests for
enrollment or cancellation, shall be referred to Pacific or its authorized
third party. Calls regarding the Appliance Protection Plan line item on
the utility xxxx shall be resolved by SoCalGas.
6. REPORTS. SoCalGas shall provide to Pacific two (2) reports with
the following information:
(a) BILLING REPORT. Customer name, home phone number with area
code as provided by Pacific, SoCalGas Account Number, amount billed
for the Plan, date billed, and billing adjustments. SoCalGas shall
use reasonable efforts to issue this report to Pacific on a daily
basis.
(b) PAYMENT REPORT. Customer name, home phone number with area
code as provided by Pacific, SoCalGas Account Number, amount paid for
the Plan, date paid, and payment adjustments. SoCalGas shall use
reasonable efforts to issue this report to Pacific on a daily basis.
(c) TRANSMITTAL. Reports shall be transmitted and authenticated
electronically via tape, diskette, facsimile machine or otherwise.
7. TRANSFER OF FUNDS. SoCalGas shall remit to Pacific all funds
paid to SoCalGas on account of the Plan in accordance with mutually
agreeable procedures.
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C. CHARGES.
COST REIMBURSEMENT. Pacific shall pay SoCalGas for all Appliance
Protection Plan Services at the fully assigned direct and indirect costs of
SoCalGas as provided in Sections 3.1 and 3.5 of the Agreement. These charges
will be "trued-up" annually to reflect actual recorded costs.
Approved by the Parties as of September 1, 1996
Pacific Enterprises Energy Services, Southern California Gas Company,
a corporation a corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Fair
---------------------------- ----------------------------
Title: President Title: V.P Residential Services
------------------------- --------------------------
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APPENDIX B
SERVICES
PART B-2
SEISMIC SERVICES PLAN
A. PLAN DESCRIPTION
Pacific's program for sale and installation of a new earthquake valve.
This program also includes the sale and installation of any of several state
architect-approved water heater braces which reduce the risk of water heaters
toppling over during an earthquake.
B. SCOPE OF WORK
Subject to all of the terms and conditions of the Agreement, SoCalGas shall
(at Pacific's expense as provided in provision C of this Part) provide to
Pacific, upon Pacific's request, the following Services in connection with this
program:
1. MANUFACTURING.
a. SoCalGas has provided and shall provide all services
necessary to produce for Pacific the completed (manufactured,
assembled, painted, labeled, and packaged (for wholesale)) earthquake
shut-off valve ("valve" or "Seismic Product"), in accordance with the
design specifications, the terms of which are incorporated by
reference ("Specifications") which have been provided to SoCalGas.
These services also include assisting Pacific in obtaining
certification of the Seismic Product, quality assurance of the
manufacture of the valve body, and such testing of the Seismic Product
(including the first article pilot production valves) as Pacific
reasonably requires in order to assure that each of the parts meets
the Specifications. Further, SoCalGas shall pressure test each and
every valve produced for Pacific.
b. Pacific shall order the Seismic Product pursuant to its
standard purchase order or orders, the terms of which are incorporated
by reference.
c. Notwithstanding Section 8.1 of the Agreement, to the fullest
extent permitted by law, Pacific will indemnify, defend and hold
harmless SoCalGas and its Indemnitees from and against any and all
claims for (i) injury to or death of persons (including employees of
the Parties), and (ii) loss of, damage to or destruction of property,
which results directly or indirectly from the Seismic Product or its
use ("Claims"); excluding only indemnification for Claims to the
extent caused or contributed to by the active negligence or misconduct
of SoCalGas or of its Indemnitees.
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2. ON-GOING QUALITY CONTROL. SoCalGas shall provide such testing of
the Seismic Product as is required to maintain its certification by the
Office of the State Architect (and International Approval Services).
3. WAREHOUSING AND SHIPPING. SoCalGas shall provide warehousing of
the Seismic Product and shipping services to Pacific's installation
subcontractors (both SoCalGas and licensed plumbers).
4. BY-PASS EQUIPMENT. SoCalGas shall sell to Pacific those
quantities of by-pass kits (each with two bottles), as shall be mutually
agreed to pursuant to Pacific's purchase order for same. This service
shall include exchanging for Pacific (or its subcontractors) empty bottles
for filled bottles.
5. TRAINING. SoCalGas shall provide training to Pacific and its
subcontractors to qualify them in accordance with SoCalGas' Tariff Rule No.
10.I allowing contractors other than SoCalGas to install automatic seismic
shut-off valves on SoCalGas' side of the meter, as long as such contractors
have been qualified by SoCalGas.
6. FIELD INSTALLATION. SoCalGas shall provide valve installation
services to Pacific in accordance with its Tariff Rule No. 10.I. Pacific
shall telecopy an order to SoCalGas once a day (following its receipt of
the Meter Information, discussed below) with a list of each valve to be
installed.
7. INSTALLATION QUALITY ASSURANCE. SoCalGas shall provide quality
assurance services for such installations as are requested by Pacific.
8. METER INFORMATION. SoCalGas shall provide Pacific with the
following information, in accordance with the following schedule:
a. Once a day, Pacific shall telecopy to SoCalGas a list of all
order information for Pacific's orders (for installation of its valve)
received the prior day.
b. SoCalGas shall check its Customer Information System (CIS)
records to verify the address, meter size and location code ("Meter
Information") of each transaction. Within twenty four (24) hours of
its receipt of the information from Pacific, SoCalGas shall return the
Meter Information to Pacific.
C. CHARGES.
1. MONTHLY CHARGES.
a. ON-GOING QUALITY CONTROL. The cost of testing by a third
party shall be billed directly to Pacific. The costs to ship the
valve to the
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testing site is expected to be di minimis and therefore will not be
billed to Pacific.
b. WAREHOUSING AND SHIPPING
A charge per month per valve for warehousing, or other mutually
agreed-upon payment to recover SoCalGas' actual warehousing costs.
A charge per order and per valve plus actual shipping costs.
2. ONE TIME AND PER-USE CHARGES.
a. MANUFACTURING. Actual direct and indirect manufacturing
costs (including labor, non-labor and overheads) incurred for the
valves manufactured for Pacific.
b. BY-PASS EQUIPMENT. A charge per kit (including two
cylinders) and charges for cylinder exchange or refill.
c. TRAINING. The charge will be the "competitive charge"
SoCalGas determines pursuant to Tariff Rule 10.I for training provided
to all contractors.
d. FIELD INSTALLATION. Per Tariff Rule 10.I.
e. INSTALLATION QUALITY ASSURANCE. A charge per hour for Field
Service Representative time.
3. COST REIMBURSEMENT. Pacific shall pay SoCalGas for all Seismic
Services Plan Services at the fully assigned direct and indirect costs of
SoCalGas
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as provided in Sections 3.1 and 3.5 of the Agreement. These charges will
be "trued-up" annually to reflect actual recorded costs.
Approved by the Parties as of September 1, 1996
Pacific Enterprises Energy Services, Southern California Gas Company,
a corporation a corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Fair
---------------------------- ----------------------------
Title: President Title: V.P. Residential Services
------------------------- --------------------------
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APPENDIX B
SERVICES
PART B-3
APPLIANCE REPAIR AND APPLIANCE CLUB SERVICES PLAN
A. PLAN DESCRIPTION.
Pacific's repair service program for major gas and electric household
appliances and patio products (including pool and spa heaters). Unlike the
Appliance Protection Plan program, under the appliance repair service program
Customers are charged only when repairs are performed. The Appliance Club is an
association of Customers who receive free annual safety checks of heaters and
air conditioners, 10% discounts on appliance repairs, automatic reminders of the
need to change filters, and free furnace filters every heating season.
B. SCOPE OF WORK.
Subject to all of the terms and conditions of the Agreement, SoCalGas shall
(at Pacific's expense as provided in provision C of this Part) provide to
Pacific, upon Pacific's request, the following Services in connection with this
program:
1. TRAINING. SoCalGas shall provide training to Pacific and its
subcontractors in repairing and restoring gas appliances and equipment.
2. QUALITY ASSURANCE. SoCalGas shall provide quality assurance
services for the Appliance Repair and Appliance Club in accordance with
procedures to be mutually agreed upon. For work involving gas appliances,
SoCalGas' services shall in accordance with its usual quality and assurance
standards.
C. CHARGES.
1. TRAINING. Actual direct and indirect costs (labor, non-labor and
overheads) for each course provided.
2. QUALITY ASSURANCE. Actual direct and indirect costs (labor, non-
labor and overheads) for work done. Costs will be charged on a per call
basis using a mutually agreeable estimate.
3. COST REIMBURSEMENT. Pacific shall pay SoCalGas for all Appliance
Repair and Appliance Club Services at the fully assigned direct and
indirect costs
-8-
of SoCalGas as provided in Sections 3.1 and 3.5 of the Agreement. These
charges will be "trued-up" annually to reflect actual recorded costs.
Approved by the Parties as of September 1, 1996
Pacific Enterprises Energy Services, Southern California Gas Company,
a corporation a corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Fair
---------------------------- ----------------------------
Title: President Title: V.P. Residential Services
------------------------- --------------------------
-9-
APPENDIX B
SERVICES
PART B-4
MONITORING, MAINTENANCE AND REPAIR SERVICES PLAN
A. PLAN DESCRIPTION
Pacific's repair services program involves Pacific's designation as an
"authorized service provider" (a Factory Authorized Service Center or "FASC") by
major manufacturers of commercial cooking equipment. Pacific's equipment repair
and maintenance service will provide factory warranty services and parts for
both gas and electric cooking equipment, with the eventual plan to offer full
service on heating, ventilating and air conditioning systems.
Pacific's equipment monitoring program includes food service equipment--
food holding and cooking temperatures--to assure compliance with regulatory
standards as well as attain energy efficiency. Additionally, Pacific will
provide remote monitoring and control of heating, ventilation, and air
conditioning (HVAC) and lighting equipment to save energy for Customers.
B. SCOPE OF SERVICES
Subject to all of the terms and conditions of the Agreement, SoCalGas shall
(at Pacific's expense as provided in provision C of this Part) provide to
Pacific, upon Pacific's request, the following Services in connection with this
program:
1. RESTAURANT APPLIANCE REPAIR & MAINTENANCE SERVICES. SoCalGas
will provide trained and qualified service technicians to repair restaurant
appliances included in the plan. This includes:
a. Having a qualified service technician contact the Customer
by telephone within one (1) hour of receiving the order. During
normal business hours (8 a.m. - 5 p.m., Monday - Friday), the service
technician will be in the Customer's place of business within four
(4) hours of the Customer's initial call time, unless the Customer
schedules a later time.
b. Providing service after-hours, weekends, and on holidays
when requested by the Customer.
c. Repairing the restaurant appliance(s).
d. When a commercial service technician identifies a FASC
repair during normal utility business, calling Pacific's dispatch to
obtain authorization to make the repair, and then if directed by
Pacific and if the
10
Customer agrees (after being informed of other providers per section
6.a below), repairing the appliance(s) using qualified service
technicians.
e. To the extent practical, SoCalGas will provide service
within its service territory per a list of bases provided to Pacific.
2. NEW EQUIPMENT START-UP. SoCalGas will provide trained and
qualified service technicians to install, test, start-up, and certify
restaurant appliances for which Pacific is the FASC.
3. APPLIANCE SERVICE TRAINING. SoCalGas will provide trained
workforce and, as agreed upon, will train other third-party servicers to
install, maintain, and repair designated restaurant appliances for
manufacturers.
4. PARTS SUPPLY. SoCalGas will provide a parts supply function
which will include the following:
a. Purchasing original equipment manufacturer (OEM) parts
directly from the manufacturers.
b. Taking delivery of the parts and storing them.
c. Providing quality assurance by visually inspecting shipments
to verify that the correct parts and quantity were shipped and that
the parts appear to be in satisfactory condition.
d. Distributing parts to SoCalGas personnel.
e. Distributing the parts to other Pacific Enterprises network
service providers in an emergency (via mail or pick-up).
5. CALL CENTER. SoCalGas will use its GAS2000 Call Center to
receive and screen restaurant equipment servicing calls and send resulting
service orders to either the SoCalGas or Pacific dispatch centers, as
mutually agreed.
6. MARKETING. On a best efforts basis, SoCalGas will market
Pacific's Monitoring, Maintenance and Equipment Repair Plan services as
follows:
a. Pacific recognizes that a SoCalGas representative's primary
purpose is to assist Customers in utilizing natural gas in a safe and
efficient fashion. Nevertheless a Customer may find that Pacific's
products and services (as well as those of competing providers)
facilitate safe and efficient gas use. Pacific understands that a
SoCalGas representative may mention that Pacific provides restaurant
appliance repair and maintenance services only if the representative
informs the customer that other qualified providers provide the
service as well. If the customer has no objection, the SoCalGas
representative may (but is not obligated to) leave behind with the
Customer Pacific's informational materials (as approved by SoCalGas)
on a non-exclusive basis, along with any approved list of referrals
normally provided by SoCalGas. If there is no referral list, the
Customer will be reminded that other providers may be found in the
phone book or relevant industry directory. The Customer will also be
informed
11
that such services are not subject to CPUC regulation. The SoCalGas
representative will annotate the customer file or the appropriate
customer information system to reflect any referrals to Pacific.
b. To the extent that Pacific and SoCalGas have made special
arrangements for the use of certain sales force employees and
consistent with the provisions of the Agreement (particularly Section
3.2 and Article IV), the sales employees so selected may provide sales
and marketing assistance to Pacific. These services will be provided,
not as part of the respective employee's normal duties for SoCalGas,
but at Pacific's expense as specifically directed by Pacific in an
independent contractor relationship between the employee, SoCalGas and
Pacific.
7. OFFICE REPORTING. SoCalGas shall document each transaction as
listed in this Part B-4 by providing invoices to Customers and Pacific.
8. OTHER. SoCalGas may provide Pacific with various other related
services in connection with the Appliance Repair and Maintenance program,
as may be mutually agreed upon, such as providing work order forms,
collateral materials, billing, collections, dispatch, quality assurance.
C. CHARGES.
Pacific shall pay SoCalGas for Monitoring, Maintenance and Equipment Repair
Plan Services at the fully assigned direct and indirect costs of SoCalGas as
provided in Sections 3.1 and 3.5 of the Agreement. These charges will be
"trued-up" annually to reflect actual recorded costs.
Approved by the Parties as of September 1 1996
Pacific Enterprises Energy Services, Southern California Gas Company,
a corporation a corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ----------------------------
Title: President Title: VICE PRESIDENT-
------------------------- --------------------------
COMMERCIAL & INDUSTRIAL SERVICES
00
XXXXXXXX X
SERVICES
PART B-5
PIPELINE DESIGN AND CONSTRUCTION
A. PLAN DESCRIPTION
Pacific's program to design and construct functional natural gas pipelines
or similar utility infrastructures on the Customer's side of the gas meter.
This service can involve replacement of an existing "house" or "yard" line
and/or installation of a new line.
B. SCOPE OF WORK
Subject to all of the terms and conditions of the Agreement, SoCalGas shall
(at Pacific's expense as provided in provision C of this Part) provide to
Pacific, upon Pacific's request, the following Services in connection with this
program:
1. ENGINEERING AND DRAWINGS. Provide engineering calculations and
prepare, organize and present drawings in an Autocad format to be
determined by Pacific. Provide drawings complete, accurate and
explicit enough to show substantial compliance with applicable
industry and utility standards to permit construction. When required,
each drawing shall bear the stamp or seal of the California-registered
architects or engineers responsible for the design. When required,
SoCalGas shall submit drawings and calculations to appropriate
agencies for approval. Provide as-built drawings after completion of
each project. As-built drawings shall be submitted in paper copies as
well as a digitized format.
2. CONSTRUCTION MANAGEMENT. SoCalGas shall designate an individual
having responsibility for each project who shall, on a pre-agreed
regular basis, provide information as requested by Pacific that will
allow Pacific to determine the status and schedule of SoCalGas' work.
3. QUALITY CONTROL. As required, SoCalGas shall establish and maintain a
Quality Control ("Q.C.") Plan for each project. Such Plan shall
consist of a set of agreed-upon Q.C. procedures for both on-site and
off-site work. SoCalGas shall appoint a Q.C. Manager whose main
responsibilities are to implement and manage the Q.C. program on each
project. The Q.C. Manager shall report directly to Pacific's project
manager and can be the same individual as the project superintendent.
4. MATERIALS. SoCalGas shall provide materials that meet industry and
utility standards. When required, material submittals shall be made
allowing
sufficient time for processing, reviewing, and approving, prior to
delivery of materials to the job site.
5. EQUIPMENT AND LABOR. SoCalGas shall provide all equipment and labor
required to perform the work in an expeditious manner. SoCalGas shall
not knowingly utilize equipment that is defective or not functioning
properly. All operators of equipment shall be trained and be
proficient in operating the equipment prior to commencing the work.
All labor shall substantially conform to industry and utility
standards.
C. CHARGES.
Pacific shall pay SoCalGas for all Pipeline Design and Construction
Services at the fully assigned direct and indirect costs of SoCalGas as provided
in Sections 3.1 and 3.5 of the Agreement. These charges will be "trued-up"
annually to reflect actual recorded costs.
D. ADDITIONAL TERMS AND CONDITIONS.
1. SOCALGAS REGION MANAGER APPROVAL. Upon Pacific receiving a request by
Customer to proceed with a project, Pacific shall provide to SoCalGas
a Scope of Work document that describes the work to be provided by
SoCalGas. The Scope of Work document shall include pertinent
information about the Customer, description of work to be performed by
SoCalGas, and any special terms and conditions. Prior to start of
work, SoCalGas shall submit the Scope of Work document to the
responsible Region Manager for approval. Upon approval and execution
on behalf of SoCalGas, Pacific shall be provided a fully executed
duplicate original.
2. FEDERAL OR STATE SUBCONTRACTS. If the specific Customer under any
Scope of Work document is a federal, state, or local governmental
entity, Pacific's Scope of Work document shall include, by attachment,
all applicable
-2-
governmental contractor contract clauses, and by execution of the
Scope of Work document SoCalGas shall be deemed to have assumed and
agreed to be bound by them.
Approved by the Parties as of September 1 1996
Pacific Enterprises Energy Services, Southern California Gas Company,
a corporation a corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ (illegible)
---------------------------- ----------------------------
Title: President Title:
------------------------- --------------------------
-3-
APPENDIX C
AFFILIATE TRANSACTION RULES
PACIFIC ENTERPRISES COMPANIES
POLICY MEMORANDUM ON AFFILIATE TRANSACTIONS AND ACTIVITIES
ALLOCATION OF BUSINESS UNIT AND POLICY GROUP COSTS
POLICY - THIS POLICY IS APPLICABLE TO THE COST OF SERVICES AND PROPERTY PROVIDED
TO OR FROM ANY OF THE PACIFIC ENTERPRISES (PE) COMPANIES BUSINESS UNITS OR
POLICY GROUPS. THIS MEMORANDUM UPDATES THE POLICY MEMORANDUM ON AFFILIATE
TRANSACTIONS AND ACTIVITIES DATED JULY 1, 1995. THIS POLICY IS EFFECTIVE AS OF
JANUARY 1, 1996.
The cost of services provided and other charges by one Business Unit (BU) or
Policy Group (PG) on behalf of another BU or PG should generally be allocated to
the respective BU or PG receiving the benefit of those services based on the
fully assigned cost including nonlabor charges. The fully assigned (loaded)
cost includes direct labor as well as indirect overhead and fixed cost factors
(under these guidelines, the terms "fully assigned cost" and "fully loaded cost"
are used interchangeably). The cost allocation policies described in this
memorandum are generally consistent with many of the policies previously used by
PE and its affiliates and are consistent with the cost assignment guidelines for
new products and services.
The intent of this memorandum is to formally document the BU and PG allocation
policy for the PE companies and to provide consistency in the allocation
process. As used in the policy and guidelines, the term affiliate relationships
refers to activities and transactions between regulated business units and
unregulated business units, policy groups or shareholder-funded products and
services (i.e., TEEM, Seismic Services).
This policy and the related guidelines are reviewed and updated at least
annually. PE Corporate Accounting (within the Finance & Planning Policy Group)
has the primary responsibility for the update of this policy.
GENERAL PRINCIPLES
- Cost allocation methods and procedures should be simple and the resulting
calculations should enhance the BU's understanding of its economic
performance, costs and profitability of business segments, products and
services.
- This policy mandates the allocation of PE Public Policy & Law, Finance &
Planning and Human Resources group costs to all affiliates based on a fair
and equitable methodology (see Appendix A).
- New Product Development (NPD) costs will not be allocated to other business
units until associated with a specific project that has been approved for
implementation by the sponsoring BU.
APPENDIX "C"
- General and administrative costs charged to the Office of the Chairman will
not be allocated to business units, unless special circumstances warrant.
- Cost relating to use of tangible property will be charged on the basis of
fully loaded costs, or for fully depreciated property, on the basis of a
comparable market rate. The cost for use of intangible assets will not
normally be allocated because of the complexity and subjectivity in valuing
such assets and the lack of perceived benefit from the resulting estimate.
Consideration will be given to allocating such costs if unique factual
circumstances warrant. Any transfers of tangible or intangible property
(including real, personal and intellectual property) from a regulated to an
unregulated business unit shall be made on a fair market value basis to the
extent practicable.
DEFINITION OF TRANSACTION TYPE
- Inter-Affiliate Transaction is between two unregulated BUs or between a
regulated BU and unregulated BU. This policy is
applicable.
- Policy Group Transaction is between a Policy Group and any of the
BUs. This policy is applicable.
- Intra-Regulated BU Activities are within EDS, ETS or TS and the product or
service is shareholder-funded. This policy is
applicable.
- Inter-Regulated BU Transactions among Energy Distribution Services (EDS),
Energy Transportation Services (ETS) and Transportation
Services (TS). This policy is not applicable to these
transactions. Refer to Shared Services cost allocation
policies and procedures.
ALLOCATION METHODS
- Direct Assignment Costs can be specifically identified and assigned
to a BU or PG on a direct basis (i.e., direct
labor hours tracked by time keeping process or a
transaction specifically identified and chargeable
to a BU). In certain instances, there may also be
a chargeback to a BU or PG based on market rates.
- Cost Driver Allocation Transactions can be tracked, and actual costs can
be directly allocated to the appropriate BU by a
specific cost driver (i.e., accounts payable by
number of invoices, payroll by FTEs, etc.). The
use of cost driver reallocations will vary
depending on the circumstances and available
information. For example:
- If the invoice detail is available in an
automated form, the actual accounts payable
could be allocated using a different percentage
each month based upon the actual number of
invoices.
2
- If the detail on a cost driver is not readily
available, a cost driver analysis (based on
prior year actual, or current year budget) could
be done, and the percentages would be applied
for the entire year.
- Multi-Factor Based This method is used where transactions cannot be
Formula Cost Allocation directly assigned, and therefore are allocated on
a fair and consistent basis. This formula equally
weights assets, revenue and payroll dollars based
on the annual budgets of all the PE Companies.
- Flat Percentage Cost This method is applicable where the use of the
Allocation multi-factor formula is either not appropriate or
not applicable. Flat percentages will generally
be determined during the budget planning process
and will be based on estimated future usage of the
service or expected incurrence of the charge based
on past history. The assumptions and rationale
for using a flat percentage should be documented.
ALLOCATING THE FULLY ASSIGNED COSTS OF LABOR SERVICES
The cost of labor services should be allocated on a fully assigned basis. In
general, this includes direct labor dollars, as well as an allocation of pension
and other employee benefits, payroll taxes, workers' compensation, insurance,
space, equipment and other nonlabor charges.
IT IS THE INTENT OF THIS POLICY THAT THE COST OF THE RECORDKEEPING REQUIREMENTS
ASSOCIATED WITH THE TRACKING, RECORDING AND ASSIGNMENT OF COSTS SHOULD BE
REASONABLE AND SHOULD NOT EXCEED THE VALUE OF IDENTIFYING AND REPORTING THE
ASSIGNED COSTS. In allocating the fully assigned cost of labor services, the
following implementation guidelines are applicable.
- Tracking of direct labor hours is only required by a person or group or
individuals within a unit who expect to spend more than 100 hours or more
than $25,000 in direct labor charges annually on a project or activity.
As used herein, the term project refers to an overall product or service,
such as TEEM, and not to individual prospective customers for such products
or services.
3
- Management employees, who are tracking their time for cost assignment
purposes, but are not dedicated members of the project team may use a flat
percentage factor to allocate their labor. For example, if the management
employee generally works a 50-hour work week and works 5 hours per week to
support a particular project, then 10 percent (5/50) of the employee's
total salary should be charged to the project. Each "non-dedicated"
management employee must document the calculation of the applicable labor
assignment percentage.
If it is expected that a group of individuals within the same department or
functional area will incur over 100 hours or more than $25,000 in direct
labor charges on a cumulative basis on a specific project, the FTE (full-
time equivalent) hours and cost should be estimated and assigned.
ALLOCATION PROCEDURES AND METHODS
The PGs and each BU will develop and document their own specific processes and
procedures for identifying, tracking, summarizing and billing affiliate
transactions. PE Corporate Accounting group has the overall responsibility for
the tracking and billing of PG allocations to the BUs and for documenting PG
processes and procedures. Each BU in turn is responsible for its allocations to
a PG or other BUs as well as the review of cost allocations from such
affiliates.
Individuals or entities whose services are either not being billed out or who
are being billed out using the Multi-Factor Formula or the Flat Percentage
Allocation methods may from time to time work on "Special Projects" which
require separate billing. If it is expected that a substantial amount of time
worked (defined as over 100 hours or in excess of $25,000) will be related to a
Special Project directly billable to an affiliate or shareholder-funded project
such hours will be tracked and billed separately.
Capital expenditures and inventory costs associated with a shareholder-funded
project whether regulated or unregulated, should be identified, tracked and
recorded separately to allow for proper determination of and accounting for
depreciation expense and inventory costs. Any chargeback will be made at the
fully loaded cost.
For computer systems costs and other fixed assets which have already been
expensed and/or depreciated, a chargeback usage amount or rate will be estimated
based upon a comparable market rate.
4
APPENDIX A
ALLOCATION METHODS
Generally, PG costs are allocated using the multi-factor formula, however, there
are some variations as summarized below:
AUDIT SERVICES Multi-Factor Formula - Xxxxxxxx will be done using the
multi-factor formula method. However, on a quarterly basis,
a comparison will be performed using the group's internal
timekeeping system as a benchmark.
A true-up will be performed if the use of the multi-factor
formula vs. an allocation based on total direct hours per
the timekeeping system results in a distortion of the total
annual cost allocation by the lesser of 10% or $100,000.
LAW Direct Assignment - Labor billed directly for BU counsel and
hourly for other attorneys based upon the group's internal
timekeeping system. The labor cost for the General Counsel
space costs and all other general and administrative costs
will be allocated using the multi-factor formula.
A true-up will be performed if the use of the multi-factor
formula results in a distortion of the total annual cost
allocation by the lesser of 10% or $100,000.
ADVISORY SERVICES Direct Assignment - Billing based upon each respective
AND TAX DEPARTMENT group's internal timekeeping system.
RISK MANAGEMENT Direct Assignment of insurance premiums and claim costs.
All other general and administrative costs will be assigned
using a flat percentage allocation based on historical
usage.
PENSION AND The percentage rate is calculated based on the ratio of
BENEFITS total pension and benefit dollars to total labor dollars.
Cost reports will reflect direct labor as well as pension
and benefits burden. Pension and benefits refer to
contributions made by the company for medical related
programs, pension/401K, and workers' compensation.
PAYROLL TAXES Actual rate for employer paid FICA will be applied to total
labor dollars by cost center.
6
FIRST AMENDMENT TO MASTER AFFILIATE SERVICE AGREEMENT
THIS FIRST AMENDMENT TO MASTER AFFILIATE SERVICE AGREEMENT (the
"Amendment") is made and entered into effective as of January 15, 1997 (the
"Effective Date"), between Pacific Enterprises Energy Management Services on
its own behalf and as attorney in fact for certain non-regulated subsidiaries
of wholly and partially Pacific Enterprises identified on Appendix "A" of
this Agreement ("Pacific") and Southern California Gas Company ("SoCalGas").
Pacific and SoCalGas are each referred to in this Agreement individually as a
"Party," and collectively as the "Parties." The Parties hereby agree as
follows:
RECITALS
WHEREAS, the Parties entered into that certain Master Affiliate Service
Agreement (the "Agreement") effective as of September 1, 1996 and the Parties
wish to amend the Agreement to add additional parties as provided in this
Amendment.
NOW THEREFORE, the Parties agree as follows:
AGREEMENT
1.1 By this Amendment the Parties hereby add Mineral JV, L.L.C. as an
additional party to the Agreement, and the version of Appendix "A" that is
attached to the Agreement is hereby replaced with the version of Appendix A
that is attached to this Amendment.
1.2 Capitalized terms used in this Amendment shall have the meanings set
forth in the Agreement.
1.3 As amended by this Agreement, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, this Amendment has been executed as of the Effective
Date in duplicate originals by the duly authorized representatives of the
Parties.
PACIFIC ENTERPRISES ENERGY SOUTHERN CALIFORNIA GAS
MANAGEMENT SERVICES COMPANY
a California corporation a California corporation
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------- ----------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
MINERAL JV, L.L.C.
a California limited liability company
By: /s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
Appendix "A" - Certain Non-Regulated Wholly-Owned and Partially-Owned
Subsidiaries of Pacific Enterprises.
-2-
APPENDIX "A"
1. Energy Alliance I
2. Ensource
3. Mineral JV, L.L.C.
4. Pacific Energy
5. Pacific Energy Leasing
6. Pacific Enterprises Energy Services
7. Pacific Enterprises Energy Management Services
8. Pacific Enterprises LNG Company
