Exhibit 10(a)58
AGREEMENT
THIS AGREEMENT, made and entered into as of December 12,
1994, between SOUTHERN COMPANY SERVICES, INC., a corporation
organized under the laws of the State of Alabama (hereinafter
sometimes referred to as "Service Company"), and MOBILE ENERGY
SERVICES COMPANY, INC. a corporation organized under the laws of
the State of Alabama (hereinafter sometimes referred to as
"Client Company");
W I T N E S S E T H:
THAT, WHEREAS, the parties hereto desire to enter into this
agreement providing for the performance by Service Company for
Client Company of certain services more particularly set forth
herein;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:
1. Agreement to Furnish Services
Service Company agrees to furnish to Client Company, upon
the terms and conditions hereinafter set forth, such of the
services described in Article 2 hereof, at such times, for such
periods and in such manner as Client Company may from time to
time request.
2. Description of Services
Service Company will, as and to the extent required for
Client Company, keep itself and its personnel available and
competent to render to Client Company, the following services;
A. General Executive and Advisory Services To advise and
assist the officers and employees of Client Company in connection
with various phases of its business and operations, including
particularly but not exclusively, those phases which involve
coordination of planning or operation between Client Company and
other client companies or otherwise have a direct effect not only
on Client Company but also on the Southern System or other
members thereof.
B. General Engineering
The maintenance of an organization staffed and equipped to
perform for Client Company general engineering work, including
system production and transmission studies, preparation and
analysis of electrical apparatus specifications, distribution
studies and standards, civil engineering and hydraulic studies
and problems, fuel supply studies, advice and assistance in
connection with analyses of operations and operating and
construction budgets. The members of this group will keep
informed as to improvements and developments in the art of
generation, transmission and distribution of electricity through
frequent contacts with the manufacturers of electrical equipment,
through membership in the various national and regional
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engineering societies and through participation in the committee
work of such societies and trade associations of the utility
industry. Service Company will make available to Client Company
the information thus gained with respect to such developments.
C. Design Engineering
To perform detailed design work for Client Company for steam
plants, hydro plants, transmission and distribution lines and
substations and otherwise as required by Client Company; to make
available to Client Company and other client companies as
required, the services of a specialist or specialists on various
phases of plant operation; and also to make available as
required, inspection and supervision personnel for generating
plant, transmission line and substation and other construction
and operation.
D. Purchasing
To render services to Client Company in connection with
purchasing, including the coordination of group purchasing, and
to supply expediting services. All requests for bids shall be
made by and purchases confirmed in the name of Client Company or
of Service Company as agent therefor, and all contracts of
purchase shall be likewise made.
E. Accounting and Statistical
To advise and assist Client Company in connection with the
installation of new accounting systems and similar problems,
appearances before regulatory commissions, requirements of
Federal and State regulatory bodies with respect to accounting,
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studies of accounting procedures and practices to improve
efficiency, book entries resulting from unusual financial
transactions, internal audits, employment of independent
auditors, preparation and analyses of financial and operating
reports and other statistical matters relating to Client Company
and other client companies, analyses of securities of other
utility companies, preparation of annual reports to stockholders,
regulatory commissions, insurance companies and others,
standardization of accounting and statistical forms in the
interest of economy, and other accounting and statistical
matters.
F. Finance and Treasury
To advise and assist Client Company on (a) financing
matters, including determination of types and times of sale of
long and short-term securities, refunding studies, sinking fund
problems, and (b) all treasury matters, including banking
problems and investment of surplus funds, and (c) maintenance of
books of accounts and other related corporate records.
G. Taxes
To advise and assist Client Company in connection with tax
matters, including preparation of Federal and State income and
other tax returns and of protests, claims and briefs where
necessary, tax accruals, and other matters in connection with
Client Company's taxes.
H. Insurance and Pensions
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To advise and assist Client Company in connection with
insurance and pension matters, including contracts with insurers,
trustees and actuaries and the placing of blanket and group
policies covering Client Company and other client companies, and
other insurance problems as required.
I. Corporate
To advise and assist Client Company in connection with its
corporate affairs, including assistance and suggestions in
connection with the preparation of petitions and applications for
the issuance of securities, contracts for the sale or
underwriting of securities, preparation of schedules of steps
required in connection with major financial and other corporate
matters and the consummation thereof, and the preparation of
various documents required in connection therewith, proceedings
for release of property from mortgage and other mortgage
requirements such as purchase or sale of property, sinking funds,
maintenance and improvement funds, contacts with trustees,
transfer agents and registrars; maintenance of minutes of
directors' and stockholders' meetings and other proceedings and
of other related corporate records; and also arrangements for
stockholders's meetings, including notices, proxies and records
thereof and for other types of meetings relating to its
securities.
J. Rates
To study comparative rate levels for various classes of
service, in different areas and for different operating
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conditions, and keep in touch with trends in rate design, and to
make such information available to Client Company; to advise
Client Company on matters relating to rates and valuation, the
design of new and improved rate schedules, and their effect upon
Client Company's revenues, the cost of competitive services,
earnings trends, the desirability of rate changes, rate audits,
service rules and regulations, commodity and tax clauses, minimum
charges, metering problems, special industrial contracts, resale
rates and rural extension plans; and to assist Client Company in
the preparation of petitions and applications required in
connection with rate changes.
K. Budgeting
To advise and assist Client Company in matters involving the
preparation and development of construction and operating
budgets, cash and cost forecasts, and budgetary controls.
L. Business Promotion and Public Relations
To advise and assist Client Company in area development
activities, in the development of residential, commercial and
industrial sales programs, in the preparation and use of
advertising, and in the determination and carrying out of public
information programs, including those arising out of regulatory
and legislative matters.
M. Employee Relations
To furnish Client Company with advisory services in
connection with employee relations matters, including
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recruitment, employee placement, training, compensation, safety,
labor relations and health, welfare and employee benefits.
N. Systems and Procedures
To advise and assist Client Company in the formation of good
operating practices and methods of procedure, the standardization
of forms, the purchase, rental and use of mechanical and
electronic data processing, computing and communications
equipment, in conducting economic research and planning and in
the development of special economic studies.
O. Other Services
To render advice and assistance in connection with such
other matters as Client Company may request and Service Company
may be able to perform with respect to Client Company's business
and operations.
3. Compensation of Service Company
As compensation for such services rendered to it by Service
Company, Client Company hereby agrees to pay to Service Company
the cost of such services. Bills will be rendered for the amount
of such cost on or before the 10th day of the succeeding month
and will be payable on or before the 20th day of such month.
Cost of services to be paid by Client Company shall include
direct charges and Client Company's pro rata share of certain of
Service Company's costs, determined as set forth below:
A. Direct Charges
To the extent that the costs incurred by Service Company in
connection with services rendered by it to Client Company can be
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identified and related to a particular transaction, direct
charges will be made by Service Company against Client Company.
B. Prorated Charges
Such costs incurred by Service Company each month as cannot
be charged by Service Company directly to the companies for which
it performs services will be distributed among such companies in
a fair and equitable manner as set forth in the Southern Company
Services, Inc. Cost Allocation Manual which is incorporated
herein by reference. The Service Company may revise the Cost
Allocation Manual from time to time, subject to the approval of
the Client Company and to any necessary regulatory approval, and
the revised Cost Allocation Manual shall be incorporated herein
by reference upon the effective date of the revision.
4. Companies to be Served
Service Company agrees that during the term hereof it will
render services as required by companies in the Southern System
and that all such companies will compensate Service Company as
provided in Section 3 hereof.
5. Effective Date - Term - Cancellation
After execution by the parties hereto this agreement shall
become effective as of December 12, 1994, subject to receipt of
any required regulatory approval, and shall remain in effect
until terminated by mutual agreement of said parties.
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It is also understood and agreed that nothing herein shall
be construed to release the officers and directors of Client
Company from the obligation to perform their respective duties,
or to limit the exercise of their powers in accordance with the
provisions of law or otherwise, and this agreement shall be
cancelled to the extent and from the time that performance
hereunder may conflict with any rule, regulation or order of the
Securities and Exchange Commission adopted before or after the
execution hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed by their duly authorized officers and
their respective seals to be affixed as of the day and year first
above written.
SOUTHERN COMPANY SERVICES, INC.
By: /s/W. Dean Hudson
Attest: Its: Vice President and Comptroller
/s/Sam H. Dabbs, Jr.
Assistant Secretary
MOBILE ENERGY SERVICES COMPANY, INC.
By: /s/Thomas G. Boren
Attest: Its: President
James A. Ward
Asst. Secretary
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