EXHIBIT B
FUEL AND NATURAL GAS SERVICES AGREEMENT
BETWEEN
AMEREN ENERGY FUELS AND SERVICES COMPANY
AND
UNION ELECTRIC COMPANY,
D/B/A AMERENUE
AND
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
D/B/A AMERENCIPS
THIS FUEL AND NATURAL GAS SERVICES AGREEMENT, made and entered into as of
, 2000 by and between AMEREN ENERGY FUELS AND SERVICES COMPANY
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("AFS"), an Illinois corporation; and UNION ELECTRIC COMPANY ("AmerenUE"), a
Missouri Corporation, and CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
("AmerenCIPS"), an Illinois Corporation ("Client Companies") (AFS and Client
Companies hereinafter sometimes referred to individually as a "Party" and
collectively as the "Parties");
W I T N E S S E T H:
WHEREAS, AFS and Client Companies are subsidiaries of Ameren Corporation
("Ameren"), a registered holding company under the Public Utility Holding
Company Act of 1935 ("the Act"), and, together with Ameren's other direct and
indirect subsidiaries, form the Ameren System; and
WHEREAS, AFS is engaged in services relating to the procurement and
management of a variety of energy related commodities, including coal, petroleum
coke, alternative fuels, propane, limestone, natural gas, oil, ash, weather
contracts, and emissions contracts; and
WHEREAS, AFS has assembled a highly-trained staff and developed and
acquired various capabilities, programs, systems and other resources in order to
provide the aforementioned services to Client Companies, to other Ameren
affiliates, and to non-affiliates as requested; and
WHEREAS, Client Companies desire to obtain services from AFS in the areas
of fuel and natural gas procurement and management, emissions management, ash
management, and other services relating to the Client Companies' electric and
gas utility operating functions; and
WHEREAS, economies and increased efficiencies will result from the
performance by AFS of certain support services for Client Companies that would
enable Client Companies to operate more efficiently; and
WHEREAS, subject to the terms and conditions herein described, AFS will
render such services and provide such resources to Client Companies at cost,
determined in accordance with applicable rules, regulations and orders of the
Securities and Exchange Commission ("the Commission");
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto agree as follows:
SECTION 1. AGREEMENT TO FURNISH SERVICES
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AFS agrees to furnish to Client Companies and their subsidiaries, if any,
upon the terms and conditions herein provided, the services hereinafter referred
to and described in Section 2, at such times, for such period and in such manner
as Client Companies may from time to time request. AFS will keep itself and its
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personnel available and competent to render to Client Companies such services so
long as it is authorized to do so by the appropriate federal and state
regulatory agencies.
SECTION 2. SERVICES TO BE PERFORMED
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AFS agrees to provide to one or both of the Client Companies, as
applicable, the following services: 1) to provide resources necessary to procure
coal and other fuel and related transportation, and to manage such items and
assets, including resale and risk management activities, for the power plants of
AmerenUE; 2) to provide resources necessary to procure natural gas supply,
storage and pipeline transportation capacity, and to manage such items and
assets, including resale and risk management activities for the Client
Companies; 3) to provide and manage other energy related commodities, including
but not limited to petroleum coke, alternative fuels, propane, limestone, oil,
ash, emissions contracts, and weather contracts; 4) to provide planning and
budgeting, business reporting, transaction administration, rail car and other
fuel related asset management, operational coordination, contract and
counter-party administration, regulatory reporting, support and compliance, ash
management activities, management of emissions accounts, and the negotiation,
execution and administration of contracts between any Client Company and third
parties necessary to facilitate the above; and 5) to provide other related
activities as requested.
In addition to the services set forth above, AFS shall render advice and
assistance in connection with such other matters as Client Companies may request
and AFS determines it is able to perform with respect to Client Companies'
business and operations.
SECTION 3. COMPENSATION OF AFS
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As compensation for services requested by Client Companies and rendered to
them by AFS, Client Companies hereby agree to reimburse AFS for all costs
properly chargeable or allocable thereto, as controlled through a work order
procedure. Costs shall be computed in accordance with applicable rules and
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regulations (including, but not limited to, Rules 90 and 91) under the Act and
appropriate accounting standards.
SECTION 4. WORK ORDERS
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Services will be performed and billed in accordance with a work order
system established to capture the various types of costs incurred by AFS. Costs
will be charged to the appropriate work orders, which will then be the basis for
the billing of costs to Client Companies.
SECTION 5. PAYMENT
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Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the applicable companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 60 days of billing.
SECTION 6. APPOINTMENT OF AFS AS AGENT.
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Client Companies hereby appoint AFS as Agent to represent the Client
Companies in performing the services described in Section 2 above. Client
Companies also authorize AFS to purchase (i.e. take title to) fuel, natural gas,
and other energy related commodities and goods, and to resell (i.e. convey title
to) such commodities and goods to Client Companies in the course of performing
the services described in Section 2. Any resale of fuel, natural gas, and other
energy related commodities and goods by AFS to the Client Companies shall be at
the costs incurred by AFS for its purchase of such items. AFS shall be
accountable for all funds advanced or collected on behalf of a Client Company in
connection with any transaction in respect of which AFS provides services. The
provision of services by AFS pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be subject to any
limitations contained in authorizations, rules or regulations of those
governmental agencies, if any, having jurisdiction over AFS or such provision of
services.
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SECTION 7. THIRD PARTY RELIANCE ON AGENCY AGREEMENT
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The Client Companies have duly and properly appointed AFS as their Agent.
AFS has the full power and authority to transact business on behalf of the
Client Companies, and, in particular, to transact for the purchase and sale of
the commodities and services discussed above on behalf of the Client Companies.
In furtherance of the authority referred to above, AFS has the right and power,
whether or not under seal, to execute and deliver on behalf of the Client
Companies such documents and agreements as may be required in such business
transactions without delivering proof to any person of its authority to do so.
The Client Companies will be legally bound by the terms of any agreement or
contract entered into by AFS and will be responsible for satisfying any
obligations of AFS under any such agreement or contract. The Client Companies
or, where a contract or agreement indicates that AFS is acting on behalf of only
one of the Client Companies, the identified Client Company shall be bound by the
terms of any contract or agreement entered into by AFS; and the obligations
under such contract or agreement, including any payment or financial
obligations, will be the obligations of the Client Companies, or the identified
Client Company, as the case may be, and enforceable against them or it.
SECTION 8. INDEMNIFICATION
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A. Client Companies shall and do hereby indemnify and agree to save
harmless and defend AFS, and its officers, employees, and agents, from the
payment of any sum or sums of money on account of, or resulting from, claims or
suits growing out of or losses under any transaction in respect of which AFS
shall agree to provide services, except to the extent that such claims, suits or
losses result from the gross negligence or willful misconduct of AFS. Further,
Client Companies shall and do hereby indemnify and agree to save harmless and
defend AFS (a) from any and all liens, garnishments, attachments, claims, suits,
costs, attorneys' fees, cost of investigation and of defense resulting from,
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incurred in connection with, or relating to any such claims, (b) from the
payment of any such sum or sums of money, and (c) from the payment of any
penalties, fines, damages, suits or claims (and any liens or attachments
asserted in connection therewith) arising out of any alleged or actual violation
of law, court order, or governmental agency rule or regulation committed by or
existing with respect to Client Companies or their officers, employees, agents
or subcontractors (including AFS when such payments relate to performing
services hereunder).
B. AFS shall within five (5) business days after it receives notice of
any claims, action, damages or liability against which it will expect to be
indemnified pursuant to Section 8A, notify Client Company or Companies of such
claims, action, damages or liabilities. Thereafter, Client Companies may at
their own expense, upon notice to AFS, defend or participate in the defense of
such action or claim or any negotiation for settlement of such action or claim,
provided that, unless Client Companies proceed promptly and in good faith to pay
or defend such action or claim, then AFS shall have the right (but not the
obligation), in good faith, upon ten (10) days' notice to Client Companies, to
pay, settle, compromise or proceed to defend any such action or claim without
the further participation by such Client Company or Companies. Client Companies
will immediately pay (or reimburse AFS, as the case may be) any payments,
settlements, compromises, judgments, costs or expenses made or incurred by AFS
in or resulting from the pursuit by AFS of such right. If any judgment is
rendered against AFS in any such action defended by Client Companies or AFS is
otherwise entitled to indemnification under Section 8A, or if any lien attaches
to the assets of AFS in connection therewith, Client Companies shall immediately
upon such entry or attachment pay the judgment in full or discharge any such
lien unless, at its expense and direction, appeal shall be taken under which the
execution of the judgment or satisfaction of the lien is stayed. If and when a
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final and non-appealable judgment is rendered against AFS in any such action,
Client Companies shall forthwith pay such judgment or discharge such lien prior
to the time that AFS would be legally held to do so.
SECTION 9. EFFECTIVE DATE AND TERMINATION
------------------------------
This Agreement is subject to the consent and approval of all applicable
regulatory agencies, and if so approved in its entirety, shall become effective
as of the date of such approvals, and shall remain in effect from said date
unless terminated by mutual agreement or by any Party giving at least six months
written notice to the other Parties, each Party fully reserving the right to so
terminate the Agreement.
SECTION 10. ASSIGNMENT
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This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
SECTION 11. MISCELLANEOUS
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This Agreement shall be binding upon the successors and assigns of the
Parties hereto, provided that AFS shall not be entitled to assign or subcontract
out any of its obligations under this Agreement without the prior written
approval of Client Companies. This Agreement may not be modified or amended in
any respect except in writing executed by the Parties hereto. This Agreement
shall be construed and enforced under and in accordance with the laws of the
State of Missouri. This Agreement may be executed in counterparts, each one of
which when fully executed shall be deemed to have the same dignity, force and
effect as if the original. No provision of this Agreement shall be deemed waived
nor breach of this Agreement consented to unless such waiver or consent is set
forth in writing and executed by the Party hereto making such waiver or consent.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
AMEREN ENERGY FUELS AND SERVICES COMPANY
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By:
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Title:
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Date Executed:
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UNION ELECTRIC COMPANY, D/B/A AMERENUE
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By:
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Title:
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Date Executed:
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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
D/B/A AMERENCIPS
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By:
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Title:
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Date Executed:
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