AGENCY AGREEMENT
BETWEEN
SOUTH CAROLINA ELECTRIC & GAS COMPANY
AND SCANA ENERGY MARKETING, INC.
This Agency Agreement (the "agreement") is entered into as of the 1st day
of July, 1997 between South Carolina Electric & Gas Company ("SCE&G") and SCANA
Energy Marketing, Inc. ("SEMI").
WHEREAS, SCE&G and SEMI are affiliated companies, both of which are wholly
owned by SCANA Corporation; and
WHEREAS, SEMI is an electric power marketer, which is permitted to perform
brokering services for affiliated and unaffiliated electric power utilities, and
SCE&G is a public utility, which purchases and sells electric power in
transactions with other electric utilities and which provides unbundled, open
access transmission service, all subject to the regulatory policies of the
Federal Energy Regulatory Commission ("FERC");
NOW, THEREFORE, SCE&G and SEMI (the "parties") agree as follows:
1. AGENCY
A. Except to the extent expressly provided otherwise, SEMI is designated,
in accordance with the terms of this agreement, to be a non-exclusive agent or
broker for SCE&G with respect to all of SCE&G's wholesale electric purchases and
sales, except for SCE&G's sales of ancillary services that are required to be
provided by SCE&G pursuant to SCE&G's FERC-regulated open access transmission
service tariff in conjunction with the provision of open access transmission
service under such tariff by SCE&G. In its capacity as agent or broker, SEMI, in
accordance with SCE&G's instructions, shall arrange for, negotiate the terms of,
and schedule transactions covered by this agreement. SEMI shall not make any
electric power purchases from SCE&G or sell any electric power to SCE&G under
this agreement.
B. To the extent performance of this agreement involves activities that are
subject to regulation by FERC, SCE&G and SEMI agree to abide by FERC's
standards, precedents and policies, including but not limited to the terms and
conditions ordered by FERC in South Carolina Electric & Gas Company and SCANA
Energy Marketing, Inc., 75 FERC P. 61,151 (May 13, 1996), and FERC Order Nos.
888 and 888-A, as such orders may be modified in the future. The parties hereby
express
their understanding that this agreement does not prohibit SCE&G from using other
agents or brokers to provide identical services and that FERC policy currently
requires that this agency agreement shall be non-exclusive of other agreements
SCE&G, upon request, may make with non-affiliated electric power marketers and
brokers.
2. COMPENSATION
A. SCE&G shall reimburse SEMI for all out of pocket costs directly
assignable to, and a portion of SEMI's fixed costs properly allocable to, SEMI's
provision of services under this agreement. However, unless and until FERC
policy permits SCE&G to pay SEMI a profit margin for the provision of these
services, SEMI shall not receive from SCE&G, SCANA Corporation or any company
owned by SCANA Corporation, any margin above SEMI's actual costs to render
services under this agreement to SCE&G. Further, in the event the market value
of the services provided by SEMI pursuant to this agreement is less than the
costs SEMI incurs to provide such services, then SEMI's compensation for such
services shall not exceed their market value.
B. SEMI shall tender a xxxx to SCE&G for services provided in accordance
with this paragraph on or before the 20th day of the month following the close
of any month in which services pursuant to this agreement are provided, and
SCE&G shall pay such xxxx within thirty (30) days thereafter.
3. PROCEDURES
A. Purchases: The SCE&G System Operator will advise SEMI when hourly and
current day MWHs purchases are required. For longer term purchases SEMI will be
notified by the System Operation Control or its designee. For both short and
long term purchases the MWH quantity, duration, and a recommended not to exceed
price will be provided. B. Sales: The SCE&G System Operator will advise SEMI
when hourly and current day MWHs are available. On all longer term sales SEMI
will be notified by the System Operation Control or its designee of MWH
availability. For both short and long term sales the MWH quantity and duration
will be specified. In all cases the System Operation Control or its designee
will control all MW capacity sales.
4. CONFIDENTIALITY
SEMI agrees that, except as may be required by law, all information
provided to it by SCE&G shall be used by SEMI solely for the purpose of this
agreement, that such information shall not be
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used in any manner that is or could be detrimental to SCE&G and its ratepayers,
and that such information shall be kept confidential, except to the extent SEMI
must disclose such information to prospective customers in order to carry out
its responsibilities under this agreement.
5. PERFORMANCE STANDARD
SEMI will perform services under this agreement as if SEMI were SCE&G and
as if SEMI were subject to the same public service obligation that SCE&G has
toward its ratepayers and customers.
6. ENTIRE AGREEMENT AND MODIFICATIONS
This agreement is the entire agreement between the parties with respect to
the matters expressly covered; and this agreement may be modified only by
written additions or deletions.
7. TERM
This agreement shall commence at 12:01 a.m. July 1, 1997 and shall continue
until terminated by either party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above.
WITNESSES: SOUTH CAROLINA ELECTRIC & GAS
COMPANY
By:
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Its:
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SCANA ENERGY MARKETING, INC.
------------------------------- By:
------------------------------- Its:
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