Exhibit B-13
GPU SERVICE, INC.
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SERVICE AGREEMENT
As of June 30, 1997
TO: GPU Advanced Resources, Inc.
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GPU Service, Inc. (hereinafter called "Service Company") is a company
engaged in the rendering of services to companies in the GPU, Inc. holding
company system. The organization, conduct of business and method of cost
allocation of Service Company are designed to meet the requirements of Section
13 under the Public Utility Holding Company Act of 1935 and the rules and
regulations promulgated thereunder to the end that services performed by the
Service Company for said associate companies will be rendered to them at cost,
fairly and equitably allocated. Services will be rendered by Service Company
only upon receipt from time to time of specific or general requests therefor.
Said requests may always be modified or canceled by the serviced company at its
discretion. The parties hereto agree as follows:
1. Service Company agrees to furnish GPU Advanced Resources, Inc., and
any subsidiaries of GPU Advanced Resources, Inc. including those to be formed or
acquired in the future (collectively and individually referred to as "You"),
upon the terms and conditions herein set forth, such of the services described
in Schedule I hereto as You may from time to time request. Service Company will
also furnish, if available, such services which are not described in Schedule I
but which are generally related to such services as You may request.
2. If You so request, Service Company will act as Your agent,
attorney-in-fact and representative to sign such instruments and to do such
things as You may from time to time authorize in connection with the services to
furnished hereunder.
3. Service Company has and will maintain a staff trained and
experienced in the analysis and evaluation of investment opportunities and their
structure and implementation. In addition to the services of its own staff,
Service Company will, after consultation with You concerning services to be
rendered pursuant to your request, arrange for services of non-affiliated
experts and consultants.
4. All of the services rendered under this agreement will be at the
actual cost thereof, and paid for in accordance with the provisions set forth in
paragraph 5 hereof. Direct charges will be made for services where a direct
allocation of cost is possible. The methods of determining such costs and the
allocation thereof are set forth in Schedule II hereto. These methods are
reviewed periodically as deemed appropriate by You and Service Company. Such
methods may be modified or changed by Service Company without the necessity of
an amendment of this agreement, provided that in each instance all services
rendered hereunder will be at actual cost thereof, fairly and equitably
allocated, and all in accordance with the requirements of the Public Utility
Holding Company Act of 1935 and the rules and regulations and orders thereunder.
You will be advised from time to time of any material changes in such methods.
5. Bills will be rendered as soon as practicable after the close of
each month and will be payable within ten days after receipt. If, however,
Service Company so requests, You will provide it with funds sufficiently in
advance to enable it to pay the actual costs of services provided to You
hereunder. This agreement may be terminated at any time by either party giving
at least thirty days' written notice to the other of such termination as at the
end of any month.
6. This agreement will be subject to termination or modification at any
time if and to the extent its performance may conflict with any federal or state
law or any rule, regulation or order of a federal or state regulatory body
having jurisdiction. This agreement will be subject to approval of any federal
or state regulatory body whose approval is a legal prerequisite to its execution
and delivery of performance.
GPU SERVICE, INC.
By:____________________________________
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Chairman and Chief Executive Officer
Accepted:
GPU ADVANCED RESOURCES, INC.
By: _____________________________________
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President and Chief Executive Officer
SCHEDULE I
Description of Services which are available from GPU
SERVICE, INC.
Accounting and Auditing
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The keeping of accounts and collateral activities, including ▇▇▇▇▇▇▇▇,
collections and payments, preparation of reports and preservation of records,
review of internal controls and audits, preparation of statistical data and
reports and analyses.
Corporate and Corporate Records
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Cooperation with officers and counsel of associate companies on
corporate matters, regulation, contracts, claims, litigation, financial affairs,
and investments, including debt and equity securities, leveraged leases and
private placements. Services in connection with stockholders' and directors'
meetings and keeping of corporate records.
Data Processing
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Maintenance and operation of a data processing center and equipment for
accounting, engineering, administration and other functions, and development of
systems therefor.
Executive Administrative
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Consultation and services in management and administration of all
aspects of financial and investment transactions.
Financing
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Services in connection with interim and permanent financing of
associate companies, determination of capital needs, cooperation with officers
and counsel of associate companies on financing matters, including registration
statements and regulatory applications; cash management; budgeting; preparation
of financial and statistical reports.
Insurance and Employee Benefit Programs
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Development, placement and administration of insurance coverage and
employee benefit programs, including group insurance, pensions, hospitalization
and similar programs; property inspections and valuations for insurance.
Investment Operations
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Receipt, review, evaluation and analysis of investment opportunities
and ways and means to utilize capital resources, communications with investment,
merchant and commercial bankers, broker-dealers, investment advisors, portfolio
managers, economists and other representatives of investment and financial
institutions and funds; negotiation, structuring and implementation of
investment decisions and the preparation and execution and delivery of
agreements therefor.
Personnel
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Assistance relating to wage and salary administration, employment
procedures and policies, employee training and safety and recruitment.
Retail Energy Sales and Services
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Review, evaluation and analysis of opportunities to develop, market and
sell energy and energy-related services, including arrangements with and for
associate companies.
Public Information and Relations
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Services relating to information to and relations with the public,
including customers, security holders, employees, financial analysts, rating
agencies, investment firms and employees.
Purchasing
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Services with respect to purchase of materials supplies, equipment and
fuel reference works.
Research
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Services relating to research of financial and investment opportunities
and ways to utilize capital resources.
Taxes
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Services relating to federal, state and municipal taxes, preparation of
federal returns and handling of federal return audits and claims.
Legal
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Services related to general corporate legal matters and affairs
including supervision of inside and outside counsel legal services.
SCHEDULE II
Determination of Cost of Service
And Allocation Thereof
Cost of service will be determined in accordance with the Public
Utility Holding Company Act of 1935 and the rules and regulations and orders
thereunder, and will include all costs of doing business incurred by Service
Company.
Records will be maintained for each Department and Division of Service
Company in order to accumulate all costs of doing business and to determine the
cost of service. These costs will include wages and salaries of employees and
related expenses, such as insurance, taxes, pensions and other employee welfare
benefits, and rent, light, heat, telephone, supplies and other housekeeping
costs, and capital charges, properly amortized. In addition, records will be
maintained of general administrative expenses, which will include the costs of
operating Service Company as a corporate entity.
Charges for services rendered and related expenses and non-personnel
expenses (e.g., use of automotive equipment, etc.) will be billed directly to
the serviced companies, either individually or, when the services performed are
for a group of companies, by means of an equitable allocation formula.