EXHIBIT C-1
Form of Service Agreement
This Service Agreement (this "Agreement") is entered into as of the ____
day of __________, by and between [insert name of subsidiary], a __________
corporation (the "Company") and SCANA Service Company, a South Carolina
corporation ("SCANA Service").
WHEREAS, SCANA Service is a direct or indirect wholly owned subsidiary of
SCANA Corporation;
WHEREAS, SCANA Service has been formed for the purpose of providing
administrative, management and other services to subsidiaries of SCANA
Corporation; and
WHEREAS, the Company believes that it is in the interest of the Company to
provide for an arrangement whereby the Company may, from time to time and at the
option of the Company, agree to purchase such administrative, management and
other services from SCANA Service;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
I. SERVICES. SCANA Service supplies, or will supply, certain
administrative, management or other services to Company similar to those
supplied to other subsidiaries of SCANA Corporation. Such services are and will
be provided to the Company only at the request of the Company. Exhibit I hereto
lists and describes all of the services that are available from SCANA Service.
II. PERSONNEL. SCANA Service provides and will provide such services by
utilizing the services of their executives, accountants, financial advisers,
technical advisers, attorneys and other persons with the necessary
qualifications.
If necessary, SCANA Service, after consultation with the Company, may also
arrange for the services of nonaffiliated experts, consultants and attorneys in
connection with the performance of any of the services supplied under this
Agreement.
III. COMPENSATION AND ALLOCATION. As and to the extent required by law,
SCANA Service provides and will provide such services at cost. Exhibit I hereof
contains rules for determining and allocating such costs.
1
IV. [TO BE INCLUDED IN CONTRACT WITH PSNC ONLY] NORTH CAROLINA
PROVISIONS.
(A) PSNC hereby agrees that:
(1) it will not incur a charge hereunder except in accordance with North
Carolina law and the rules, regulations and orders of the North Carolina
Utilities Commission (the "NCUC") promulgated thereunder;
(2) it will not seek to reflect in rates any cost incurred hereunder to the
extent disallowed by the NCUC; and
(3) it will not incur a charge hereunder except for charges determined in
accordance with Rules 90 and 91 of the Act.
(B) PSNC and SCANA Service acknowledge that as a result of the agreements
contained in Sections IV(A)(1) and (A)(3), PSNC will not accept services from
SCANA Service if the cost to be charged for such service, as calculated pursuant
to Rules 90 and 91 of the Act, differs from the amount of charges PSNC is
permitted to incur under North Carolina law and the rules, regulations and
orders of the NCUC promulgated thereunder.
V. TERMINATION AND MODIFICATION. The Company may terminate this Agreement
by providing 60 days written notice of such termination to SCANA Service. SCANA
Service may terminate this Agreement by providing 60 days written notice of such
termination to the Company.
This Agreement is subject to termination or modification at any time to the
extent its performance may conflict with the provisions of the Public Utility
Holding Company Act of 1935, as amended, or with any rule, regulation or order
of the Securities and Exchange Commission adopted before or after the making of
this Agreement. This Agreement shall be subject to the approval of any state
commission or other state regulatory body whose approval is, by the laws of said
state, a legal prerequisite to the execution and delivery or the performance of
this Agreement [For contract with PSNC only: and any subsequent modifications
thereof].
VI. SERVICE REQUESTS. The Company and SCANA Service will prepare a Service
Request on or before _____________ of each year listing services to be provided
to the Company by SCANA Service and any special arrangements related to the
provision of such services for the coming year, based on services provided
during the past year. The Company and SCANA Service may supplement the Service
Request during the year to reflect any additional or special services that the
Company wishes to obtain from SCANA Service, and the arrangements relating
thereto.
VII. BILLING AND PAYMENT. Unless otherwise set forth in a Service Request,
payment for services provided by SCANA Service shall be by making remittance of
the amount billed or by making appropriate accounting entries on the books of
the Company and SCANA Service. Billing will be made on a monthly basis, with the
xxxx to be rendered by the 25th of the month, and remittance or accounting
entries completed within 30 days of billing.
2
VIII. NOTICE. Where written notice is required by this Agreement, all
notices, consents, certificates, or other communications hereunder shall be in
writing and shall be deemed given when mailed by United States registered or
certified mail, postage prepaid, return receipt requested, addressed as follows:
1. To the Company:
====================
====================
2. To SCANA Service:
====================
====================
IX. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina, without regard to their
conflict of laws provisions.
X. MODIFICATION. No amendment, change or modification of this Agreement
shall be valid, unless made in writing and signed by all parties hereto.
XI. ENTIRE AGREEMENT. This Agreement, together with its exhibits,
constitutes the entire understanding and agreement of the parties with respect
to its subject matter, and effective upon the execution of this Agreement by the
respective parties hereof and thereto, any and all prior agreements,
understandings or representations with respect to this subject matter are hereby
terminated and canceled in their entirety and are of no further force or effect.
XII. WAIVER. No waiver by any party hereto of a breach of any provision of
this Agreement shall constitute a waiver of any preceding or succeeding breach
of the same or any other provision hereof.
XIII. ASSIGNMENT. This Agreement shall inure to the benefit and shall be
binding upon the parties and their respective successors and assigns. No
assignment of this Agreement or any party's rights, interests or obligations
hereunder may be made without the other party's consent, which shall not be
unreasonably withheld, delayed or conditioned.
XIV. SEVERABILITY. If any provision or provisions of this Agreement shall
be held by a court of competent jurisdiction to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall in no way be affected or impaired thereby.
3
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of this ________ day of _________.
SCANA SERVICE COMPANY
By: _____________________________
Name:
Title:
[Subsidiary]
By:
Name:
Title:
4
Page 1
EXHIBIT I
Description of Services, Cost Accumulation, Assignment and
Allocation Methodologies for
SCANA Service Company
This document sets forth the methodologies used to accumulate the costs of
services performed by SCANA Service Company ("SCANA Service") and to assign or
allocate such costs to other subsidiaries and business units within SCANA
Corporation ("Client Entities").
Cost of Services Performed
SCANA Service maintains an accounting system that enables costs to be
identified by Cost Center, Account Number or Project, Activity, Resource, and
Event ("Account Codes"). The primary inputs to the accounting system are time
records of hours worked by SCANA Service employees, accounts payable
transactions and journal entries. Charges for labor are made at the employees'
effective hourly rate, including the cost of pensions, other employee benefits
and payroll taxes. To the extent practicable, costs of services are directly
assigned to the applicable Account Codes. The full cost of providing services
also includes certain indirect costs, e.g., departmental overheads,
administrative and general costs, and taxes. Indirect costs are associated with
the services performed in proportion to the directly assigned costs of the
services or other relevant cost allocators.
Cost Assignment and Allocation
SCANA Service costs will be directly assigned, distributed or allocated to
Client Entities in the manner prescribed below.
1. Costs accumulated in Account Codes for services specifically
performed for a single Client Entity will be directly assigned or charged
to such Client Entity.
2. Costs accumulated in Account Codes for services specifically
performed for two or more Client Entities will be distributed among and
charged to such Client Entities using methods determined on a case-by-case
basis consistent with the nature of the work performed and based on one of
the allocation methods described below.
3. Costs accumulated in Account Codes for services of a general nature
which are applicable to all Client Entities or to a class or classes of
Client Entities will be allocated among and charged to such Client Entities
by application of one or more of the allocation methods described below.
Page 2
Allocation Methods
The following methods will be applied, as indicated in the Description
of Services section that follows, to allocate costs for services of a general
nature.
1. Information Systems Chargeback Rates - Rates for services,
including but not limited to Software, Consulting, Mainframe, Midtier and
Network Connectivity Services, are based on the costs of labor, materials
and Information Services overheads related to the provision of each
service. Such rates are applied based on the specific equipment employed
and the measured usage of services by Client Entities. These rates will be
determined annually based on actual experience and may be adjusted for any
known and reasonably quantifiable events, or at such time as may be
required due to significant changes.
2. Margin Revenue Ratio - "Margin" is equal to the excess of sales
revenues over the applicable cost of sales, i.e., cost of fuel for
generation and gas for resale. The numerator is equal to margin revenues
for a specific Client Entity and the denominator is equal to the combined
margin revenues of all the applicable Client Entities. This ratio will be
evaluated annually based on actual results of operations for the previous
calendar year and may be adjusted for any known and reasonably quantifiable
events, or at such time, based on results of operations for a subsequent
twelve-month period, as may be required due to significant changes.
3. Number of Customers Ratio - A ratio based on the number of retail
electric and/or gas customers. This ratio will be determined annually based
on the actual number of customers at the end of the previous calendar year
and may be adjusted for any known and reasonably quantifiable events, or at
such time as may be required due to significant changes.
4. Number of Employees Ratio - A ratio based on the number of
employees benefitting from the performance of a service. This ratio will be
determined annually based on actual counts of applicable employees at the
end of the previous calendar year and may be adjusted for any known and
reasonably quantifiable events, or at such time as may be required due to
significant changes.
5. Three-Factor Formula - This formula will be determined annually
based on the average of gross property (original cost of plant in service,
excluding depreciation), payroll charges (salaries and wages, including
overtime, shift premium and holiday pay, but not including pension, benefit
and company-paid payroll taxes) and gross revenues during the previous
calendar year and may be adjusted for any known and reasonably quantifiable
events, or at such time as may be required due to significant changes.
6. Telecommunications Chargeback Rates - Rates for use of
telecommunications services other than those encompassed by Information
Systems Chargeback Rates are based on the costs of labor, materials,
outside services and Telecommunications overheads. Such rates are applied
based on the specific equipment employment and the measured usage of
services by Client
Page 3
Entities. These rates will be determined annually based on actual
experience and may be adjusted for any known and reasonably quantifiable
events, or at such time as may be required due to significant changes.
7. Gas Sales Ratio - A ratio based on the actual number of dekatherms
of natural gas sold by the applicable gas distribution or marketing
operations. This ratio will be determined annually based on actual results
of operations for the previous calendar year and may be adjusted for any
known and reasonably quantifiable events, or at such time, based on results
of operations for a subsequent twelve-month period, as may be required due
to significant changes.
Description of Services
A description of each of the services performed by SCANA Service, which may
be modified from time to time, is presented below. As discussed above, where
identifiable, costs will be directly assigned or distributed to Client Entities.
For costs accumulated in Account Codes which are for services of a general
nature that cannot be directly assigned or distributed, the method or methods of
allocation are also set forth. Substitution or changes may be made in the
methods of allocation hereinafter specified, as may be appropriate, and will be
provided to state regulatory agencies and to each affected Client Entity.
1. Information Systems Services - Provides electronic data processing
services. Costs of a general nature are allocated using the Information
Systems Chargeback Rates.
2. Customer Services - Provides billing, mailing, remittance
processing, call center and customer communication services for electric
and gas customers. Costs of a general nature are allocated using the Margin
Revenue Ratio.
3. Marketing and Sales - Establishing strategies, provides oversight
for marketing, sales and branding of utility and related services and
conducts marketing and sales programs. Costs of a general nature are
allocated using the Number of Customers Ratio.
4. Employee Services - Includes Human Resources which establishes and
administers policies and oversees compliance with regulations in the areas
of employment, compensation and benefits, processes payroll and administers
corporate training. Also includes employee communications, facilities
management and mail services. Costs of a general nature are allocated using
the Number of Employees Ratio.
5. Corporate Compliance - Oversees compliance with all laws,
regulations and policies applicable to all of SCANA Corporation's
businesses and directs compliance training. Costs of general nature are
allocated using the Number of Employees Ratio.
Page 4
6. Purchasing - Provides procurement services. Costs of a general
nature are allocated using the Three-Factor Formula.
7. Financial Services - Provides treasury, accounting, tax, financial
planning, rate and auditing services services. Costs of a general nature
are allocated using the Three-Factor Formula.
8. Risk Management - Provides insurance, claims, security,
environmental and safety services. Costs of a general nature are allocated
using the Three-Factor Formula.
9. Public Affairs - Maintains relationships with government policy
makers, conducts lobbying activities and provides community relations
functions. Costs of a general nature are allocated using the Three-Factor
Formula.
10. Legal Services - Provides various legal services and general legal
oversight; handles claims. Costs of a general nature are allocated using
the Three-Factor Formula.
11. Investor Relations - Maintains relationships with the financial
community and provides shareholder services. Costs of a general nature are
allocated using the Three-Factor Formula.
12. Telecommunications - Provides telecommunications services,
primarily the use of telephone equipment. Costs are allocated using the
Telecommunications Chargeback Rates.
13. Gas Supply and Capacity Management - Provides gas supply and
capacity management services. Costs of a general nature are allocated using
the Gas Sales Ratio.
14. Strategic Planning - Develops corporate strategies and business
plans. Costs of a general nature are allocated using the Three-Factor
Formula.
15. Executive - Provides executive and general administrative
services. Costs of a general nature are allocated using the Three-Factor
Formula.
Page 1
EXHIBIT II
FORM OF INITIAL SERVICE REQUEST
The undersigned requests all of the services listed in Exhibit I from SCANA
Service Company, except for _______________________________________. The
services requested hereunder shall commence on _____________ and be provided
through ________________.
[Subsidiary]
By: ______________________________
Name:
Title:
