Task Order No. 002
To Master Services Agreement Between Perot Systems and CaIPX
Perot Systems Corporation ("Perot Systems") and California Power Exchange
Corporation ("Client") hereby enter into this Task Order No. 002 under the
Master Services Agreement between such parties, effective as of March 10, 2001
(the "Agreement"), on the following terms. Except as otherwise defined herein,
all capitalized terms used herein shall have the same meaning as in the
Agreement.
1. Term. This Task Order will commence on June 1, 2001 (the "Task Order
Effective Date") and will continue until August 31, 2001, unless if
extended until November 30, 2001 based on a written notice to Perot
Systems no later than July 31,2001.
2. Perot Systems Obligations. Perot Systems will provide the resources
described m Schedule C on a time and materials basis. These resources
will, to the extent possible, perform tasks and complete deliverables
specified by the Project Managers.
3. Project Managers.
Client Project Manager: Dan Yee
Perot Systems Project Manager: Alan Rodgers
4. Client Responsibilities. Identical to those delineated in Task Order 1.
5. Payments and Invoices. Perot Systems will provide and Client will pay for
the resources provided herein on a time and materials basis as set forth
in Schedule C. Such payments (i) are subject to adjustment in accordance
with the terms of the Agreement and (ii) do not include taxes or
out-of-pocket expenses which will be invoiced and payable in accordance
with the provisions of the Agreement.
AGREED:
CALIFORNIA POWER EXCHANGE PEROT SYSTEMS CORPORATION
CORPORATION,
as Debtor-in-Possession
By:
Name:
By:
Name:
Date: Date:
Schedule C
Resources and Rates
(TABLE OMITTED)
(1) For purposes of this Task Order, the term "FTE" means the level of effort
provided by a typical employee during a calendar month comprised of
40-hour work-weeks, after allowances are made for scheduled and
unscheduled absences resulting from illness, vacation, training and
personal issues.
(2) Overtime rates will be charged for all time worked outside the normal
service hours set forth below. A minimum charge of two hours will be
billed.
(3) Unless otherwise agreed, services will be provided during the "normal
service hours" of 9:00 a.m. to 6:00 p.m.. Pacific Time, Monday through
Friday (except Client holidays).
(4) Minimum payment is for the three-month term indicated in the table.
Minimum payment does not include overtime pay.
MASTER SERVICES AGREEMENT
Perot Systems Corporation ("Perot Systems") and California Power Exchange
Corporation, a California nonprofit public benefit corporation ("Client") and
Debtor-in-Possession in case number LA-01-16577-ES, pending in the United States
Bankruptcy Court for the Central District of California, Los Angeles Division
enter into this Master Services Agreement ("Agreement") as of March 10, 2001
(the "Effective Date"). Perot Systems shall perform the services, provide the
resources, and acquire and provide to Client the third party software, equipment
and services, all as described in task orders to be executed by the parties from
time to time ("Task Orders") on the terms and conditions set forth in such Task
Order and this Agreement. Each Task Order shall be generally in the form of the
Exhibit attached hereto. Upon execution of a Task Order, it shall be subject to
and part of this Agreement.
1. Project Managers. Each party shall designate one of its employees to be
its Project Manager under each Task Order, who shall act for that party
on all matters under the Task Order. Each party shall notify the other in
writing of any replacement of a Project Manager. The Project Managers for
each Task Order shall meet as often as either one requests to review the
status of the Task Order.
2. Charges Time and Method of Payment.
(a) Client will pay Perot Systems in advance for all services, resources
and third party software, equipment and services provided under each Task
Order on a time and materials basis at Perot Systems' then-current
commercial rates.
(b) Perot Systems shall invoice Client twice a month and at least five
business days
(to the extent practicable) before the beginning of each "Service Period"
("Service Period" is defined as either the first half or second half of
a calendar month) for an amount equal to (i) all service fees and other
charges associated with the services, resources and third party software,
equipment and services to be provided in connection with each Task Order
during that Service Period, plus (ii) any adjustments to the service fees
and other charges associated with the services, resources and third party
software, equipment and services to provided in connection with each Task
Order since the previous invoice, including but not limited to
out-of-pocket expenses.
(c) i Client shall pay to Perot Systems the amount set forth in each
invoice on or before the first day of the Service Period in which the
services, resources and third party software, equipment and services will
be provided. Late payments shall accrue interest from the due date at the
lesser of (i) one and a half percent per month or (ii) the maximum rate
allowed by law. Client shall deliver a check to Perot Systems' Project
Manager at Client's offices in Pasadena on the due date and Perot Systems
shall not charge Client for an overnight courier.
3. Out-of-Pocket Expenses. Client shall pay or reimburse Perot Systems for
its reasonable out-of-pocket travel and travel related expenses incurred
in connection with each Task Order,
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provided that travel outside of the greater Los Angeles area has been
approved in advance by Client. Unless otherwise agreed, any expenses
shall be reimbursed according to CalPX Expense and Reimbursement Policy
in effect on the Effective Date.
4. Taxes. There shall be added to any charges payable by Client under this
Agreement, and Client shall pay or reimburse to Perot Systems, amounts
equal to any taxes, however designated or levied based upon such charges,
the services, resources and third party software, equipment and services
provided in connection with each Task Order or this Agreement, including
state and local taxes, and any taxes or amounts in lieu thereof paid or
payable by Perot Systems in respect of the foregoing, excluding franchise
taxes and taxes based on the net income of Perot Systems. Each party
shall cooperate with the other in minimizing any applicable tax and, in
connection therewith, Client shall provide Perot Systems any resale
certificates, information regarding out-of-state use of materials,
services or sales, or other exemption certificates or information
reasonably requested by Perot Systems.
5. Cost of Living Adjustment. The rates and charges stated in each Task
Order with a term longer than one year will be increased (unless such
rates and charges are periodically adjusted to reflect Perot Systems'
then-current commercial rates and charges), effective as of each
anniversary of that Task Order's effective date by the percentage that
the Private Industry, Wages and Salaries, 12-Month Percent Change, Not
Seasonally Adjusted, index ("ECI") for the United States as published by
the Bureau of Labor Statistics of the Department of Labor, for such
anniversary exceeds the ECI for the previous such anniversary. If the
Bureau of Labor Statistics stops publishing this index or substantially
changes the content or format thereof, the parties will substitute
another mutually acceptable price index.
6. Termination. This Agreement or any Task Orders may be terminated as
follows:
(a) If Client defaults in the payment of any amount due under any Task
Order and does not cure the default within one business day after
receiving written notice of such default, then Perot Systems may
terminate the Task Order or this Agreement (and thereby all Task Orders)
by providing written notice of termination to Client;
(b) If either party materially defaults in the performance of any term of
a Task Order or this Agreement with respect to a specific Task Order
(other than by nonpayment) and does not substantially cure such default
within 30 days after receiving written notice of such default, then the
non-defaulting party may terminate the Task Order by providing ten days
prior written notice of termination to the defaulting party; or
(c) Either party may terminate this Agreement by providing the other
party with at least 30 days prior written notice of termination if there
are no outstanding Task Orders.
All Task Orders shall terminate immediately upon termination of the
Agreement.
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7. Confidentiality.
(a) Confidential Information. Each receiving party shall use at least
the same degree of care, but no less than a reasonable degree of
care, to avoid unauthorized disclosure or use of each disclosing
party's Confidential Information, including any third party
Confidential Information disclosed by the disclosing party, as it
employs with respect to its own Confidential Information of similar
importance. Each receiving party may disclose Confidential
Information only to the other party to this Agreement and its own
officers, directors, and employees and to its consultants,
subcontractors and advisors who reasonably need to know it. Each
receiving party shall be responsible to the disclosing party for
any violation of this Agreement by its officers, directors,
employees, consultants, subcontractors or advisors. No receiving
party may print or copy, in whole or in part, any documents or
other media containing a disclosing party's Confidential
Information, other than copies for its officers, directors,
employees, consultants or advisors who are working on the matter,
without the prior consent of the disclosing party. No receiving
party may use a disclosing party's Confidential Information for
competing with the disclosing party or for any purpose not in
furtherance of this Agreement. The term "Confidential Information"
is defined to mean, with respect to Client and Perot Systems, all
information, documents, records and data, in whatever form or
medium (including, without limitation, (i) verbal statements
summarized in writing within 10 business days, (ii) printed and
electronic forms, (iii) handwritten notes or summaries, (iv)
portions of any such items) regarding each other party's (a
"disclosing party") methodologies, financial affairs, business
activities and plans and records identified as confidential in
Client's tariff, operating manual and Records Availability Policy
communicated by a disclosing party to a receiving party.
(b) Certain Permitted Disclosures. Each of Perot Systems and Client
shall, however, be permitted to disclose relevant aspects of the
other party's Confidential Information to its respective officers,
agents, subcontractors and employees to the extent that such
disclosure is reasonably necessary for the performance of its
duties and obligations under this Agreement; provided, however,
that such party shall take reasonable measures to prevent, and
shall remain responsible for, the disclosure of Confidential
Information of the other party in contravention of the provisions
of this Agreement by such officers, agents, subcontractors (except
as otherwise specifically provided in this Agreement) and
employees.
(c) Disclosures Required by Law. If a receiving party is requested, as
part of an administrative or judicial proceeding, to disclose any
of a disclosing party's Confidential Information, the receiving
party shall, to the extent permitted by applicable law, promptly
notify the disclosing party of such request and cooperate with the
disclosing party in seeking a protective order or similar
confidential treatment for such Confidential Information. The
seeking of protective orders shall be at the expense of the party
whose Confidential Information is at issue.
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(d) Exclusions. Confidential Information shall not include information
that (1) was known by the receiving party without an obligation of
confidentiality prior to its receipt from the disclosing party, (2)
is independently developed by the receiving party without reliance
on Confidential Information, (3) is or becomes publicly available
without a breach of this Agreement by the receiving party, (4) is
disclosed to the receiving party by a third person who is not
required to maintain its confidentiality, or (5) is required to be
disclosed by reason of legal, accounting or regulatory requirements
beyond the reasonable control of the receiving party.
(e) Obligations upon Termination or Expiration. Promptly after the
expiration or termination of this Agreement, each receiving party
shall return or, with the consent of the disclosing party, destroy
all of the disclosing party's Confidential Information, including
any third party Confidential Information in the hands of either
party, except for (i) archive and backup copies that are not
readily accessible for use, and (ii) business records required by
law to be retained by the receiving party,
8. Client Obligations. Client will provide timely access to Client
personnel, systems and information required for Perot Systems to perform
its obligations hereunder. Client shall provide to Perot Systems'
employees performing its obligations hereunder at Client's premises,
without charge, a reasonable work environment in compliance with all
applicable laws and regulations, including office space, furniture,
telephone service, and reproduction, computer, facsimile and other
necessary equipment, supplies, and services. With respect to all third
party hardware or software operated by or on behalf of Client, Client
shall, at no expense to Perot Systems, obtain all consents, licenses and
sublicenses necessary for Perot Systems to perform under the Task Orders
and shall pay any fees or other costs associated with obtaining such
consents, licenses and sublicenses. Client shall indemnify, defend, and
hold Perot Systems harmless from and against all third party claims and
expenses, including reasonable attorneys' fees and expenses, arising by
reason of any failure or delay by Client to obtain the consents, licenses
or sublicenses necessary for Perot Systems to perform under the Task
Orders.
9. Warranty/Disclaimer of Warranty. Perot Systems warrants that its services
shall be performed by qualified personnel in a manner consistent with
good practice in the information technology services industry. If Perot
Systems breaches this warranty, it shall supply services to correct or
replace the work at no charge. THE REMEDY SET FORTH IN THIS SECTION IS
CLIENT'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. PEROT SYSTEMS DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Third Party Goods. ALL THIRD PARTY SOFTWARE, HARDWARE AND SERVICES
PROVIDED BY PEROT SYSTEMS UNDER ANY TASK ORDER IS PROVIDED "AS IS," BUT
PEROT SYSTEMS WILL USE REASONABLE COMMERCIAL EFFORTS TO ASSIST CLIENT IN
ENFORCING ANY THIRD PARTY WARRANTY.
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11. Limitation of Liability Under the Agreement. Perot Systems will have no
liability of any sort to Client for claims, actions and causes of action
arising out of, under, or in connection with this Agreement, except as
such claims, actions and causes of action arise out of a specific Task
Order entered into by the parties hereunder.
12. LIMITATION ON DIRECT DAMAGES. With respect to all claims, actions and
causes of action arising out of, under or in connection with a Task Order
(including claims, actions and causes of action arising out of, under or
in connection with this Agreement that arise out of such Task Order),
regardless of the form of action, whether in contract or tort (including
negligence, strict liability or otherwise) and whether or not such
damages are foreseen, Perot Systems' liability will not exceed, in me
aggregate, the total amount actually paid to Perot Systems by Client for
services provided under such Task Order (excluding amounts paid as
reimbursement of expenses or taxes) during the month period in which the
first claim, action, or cause of action arose out of, under or in
connection with such Task Order.
13. LIMITATION ON TYPE OF DAMAGES. With respect to all claims, actions and
causes of action arising out of, under or in connection with this
Agreement and all Task Orders (except for Client's obligations to make
payments under this Agreement), regardless of the form of action, whether
in contract or tort (including negligence, strict liability or otherwise)
and whether or not such damages are foreseen, neither party will be
liable for, any amounts for indirect, incidental, special, consequential
(including without limitation lost profits, lost revenue, or damages for
the loss of data) or punitive damages of the other party or any third
parties.
14. Statute of Limitations. Neither party may assert a claim against the
other party more than one year after the date that such claim arose.
15. Indemnification. Perot Systems and Client shall each indemnify, defend
and hold the other harmless from all claims, damages, demands,
liabilities, costs and expenses, arising by reason of any claim for
personal injury of any agent, employee, customer or business visitor of
the indemnitor or damage to tangible property (other than data or
information) owned or leased by the indemnitor, without regard to which
party caused such injury or damage; provided, however, that indemnitee
gives indemnitor: (a) prompt written notice of any such claims; failure
or delay to so notify indemnitor shall not relieve indemnitor from any
liability hereunder so long as the failure or delay shall not have
prejudiced the defense of such claim; (b) reasonable assistance in
defending the claim; and (c) sole authority to defend or settle such
claim. The parties agree that Perot Systems will not assume and should
not be exposed to the business and operational risks associated with
Client's business. Therefore, Client shall indemnify, defend and hold
Perot Systems harmless from and against all third party claims and
expenses, including reasonable attorneys' fees and expenses, arising by
reason of the use by Client of the services, materials and resources
provided by Perot Systems hereunder.
16. Waiver. No change, waiver, or discharge hereof shall be valid unless in
writing and signed by the party against which it is sought to be
enforced. No delay or omission by either party in exercising any right
hereunder shall be construed as a waiver. A waiver by either of the
parties of any provision or breach shall not be a waiver of any other
provision or breach.
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17. Relationship of Parties. Perot Systems is acting only as an independent
contractor and does not undertake, by this Agreement, any Task Order or
otherwise, to perform any obligation of Client, whether regulatory or
contractual, or to assume any responsibility for Client's business or
operations. Neither party shall act or represent itself, directly or by
implication, as an agent of the other, except as expressly authorized in
a Task Order. Perot Systems has the sole right to supervise and manage
its employees and resources hereunder and to perform or cause the
performance of all services under this Agreement or any Task Order.
18. Force Maieure. Neither party shall be liable for any failure or delay in
its performance (other than non-payment) due to circumstances beyond its
reasonable control, provided that it notifies the other party as soon as
practicable and uses reasonable commercial efforts to resume performance.
19. Severabilitv. If any provision of this Agreement or any Task Order is
declared or found to be illegal, unenforceable or void, then the parties
will be relieved of all obligations arising under such provision, but
only to the extent that such provision is illegal, unenforceable or void,
it being the intent and agreement of the parties that this Agreement and
any Task Order will be deemed amended by modifying such provision to the
extent necessary to make it legal and enforceable while preserving its
intent or, if that is not possible, by substituting therefor another
provision that is legal and enforceable and achieves the same objective.
If such illegal, unenforceable or void provision does not relate to the
payments to be made to Perot Systems hereunder and if the remainder of
this Agreement or any Task Order will not be affected by such declaration
or finding and is capable of substantial performance, then each provision
not so affected will be enforced to the extent permitted by law.
20. Perot Systems Know-How. Client acknowledges that, prior to the Effective
Date, Perot Systems has acquired, conceived, developed or licensed, and
after the Effective Date will continue to acquire, conceive, develop or
license, certain architectures, concepts, industry knowledge, techniques,
templates, and works of authorship which embody copyrights, inventions,
trade secrets and other intellectual property relating to the type of
services to be performed for Client (collectively, the "Know-How").
Client desires Perot Systems to apply its Know-How in connection with the
services hereunder, and acknowledges that performance of the Services
will enhance and expand the Know-How. Subject to the confidentiality
provisions of this Agreement, nothing in this Agreement or any Task Order
will impair Perot Systems' right to use its Know-How or to acquire,
license, market, distribute, develop for itself or others or have others
develop for Perot Systems similar technology performing the same or
similar functions as the technology and services contemplated by this
Agreement or any Task Order.
21. Survival. Any sections of this Agreement that by their nature reasonably
should survive any termination or expiration of this Agreement, shall
survive any termination or expiration of this Agreement.
22. Attorneys' Fees. If either party sues the other in connection with this
Agreement, the prevailing party shall recover its reasonable attorneys'
fees and costs.
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23. Governing Law. The laws of California shall govern this Agreement without
giving effect to any rules of conflicts of law. Both parties waive their
right to a jury trial as to any or all of the issues arising out of or
related to this Agreement.
24. Media Releases. Neither party shall identify the other party in any media
releases, public disclosures or marketing material without the prior
consent of the other party, except for (i) any announcement intended
solely for a party's internal distribution, (ii) any listing of the other
party as a client or vendor of the other in confidential proposals, and
(iii) any disclosure required by law.
25. Assignment. Neither party may or can assign any of its rights and
obligations under this Agreement or any Task Order without the prior
written consent of the other, which consent will not be unreasonably
withheld. Perot Systems may use subcontractors to perform work under this
Agreement or any Task Order provided that any subcontract shall contain
confidentiality provisions substantially similar to those herein.
26. Notices. Any notice under this Agreement shall be deemed delivered when
delivered in person, the day after being sent by Federal Express or
comparable overnight courier, or five days after being mailed by
registered or certified U.S. mail, return receipt requested, to the
person designated at the address set forth below. Either party may change
its address by written notice to the other party.
If to Perot Systems: With a copy to:
Perot Systems Corporation Perot Systems Corporation
Attn: President Attn: General Counsel
12404 Park Central Drive 12404 Park Central Drive
Dallas, Texas 75251 Dallas, Texas 75251
If to Client:
California Power Exchange Corporation California Power Exchange Corporation
Attn: Chief Financial Officer Attn: Managing Attorney
200 Los Robles Avenue, Suite 400 200 Los Robles Avenue, Suite 400
Pasadena, California 91101-2482 Pasadena, California 91101-2482
Joseph A. Eisenberg
Jeffer, Mangels, Butler and Marmaro, LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067-5010
27. Entire Agreement. This Agreement and the Task Orders issued hereunder
constitute the final, entire, and exclusive agreement between the parties
with respect to the subject matter hereof and may be amended or modified
only in writing. In case of any inconsistency between
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this Agreement and a Task Order, the Task Order shall prevail with
respect to interpretation of that Task Order, except that no Task Order
may survive termination of this Agreement.
28. Effectiveness. This Agreement shall become effective upon the entry of
final and nonappealable order by the United States Bankruptcy Court:
(a) Approving Client's execution and performance of this Agreement,
(b) Providing that all payments hereunder due Perot Systems shall have
administrative expense priority under 11 U.S.C. Section 503(b),
(c) Rejecting that certain Information Technology Services Agreement
between Perot Systems and Client dated February 28, 2000, and
setting a bar date for the filing of claims created thereby, and
(d) Releasing Perot Systems from any and all causes of action Client
may have under 11 U.S.C. Section 550.
Agreed by Client:
CALIFORNIA POWER EXCHANGE
CORPORATION,
as Debtor-in Possession
By:
Name:
Date:
Agreed by Perot Systems:
PEROT SYSTEMS CORPORATION
By:
Name:
Date:
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Exhibit to the Master Services Agreement
Form of Task Order
Task Order No. 001
Perot Systems Corporation ("Perot Systems") and California Power Exchange
Corporation ("Client") hereby enter into this Task Order No. 001 under the
Master Services Agreement between such parties, effective as of March 10, 2001
(the "Agreement"), on the following terms. Except as otherwise defined herein,
all capitalized terms used herein shall have the same meaning as in the
Agreement.
1. Term. This Task Order will commence on March 10, 2001 (the "Task Order
Effective Date") and will continue until May 31,2001, unless earlier
terminated in accordance with the Agreement. Subject to agreement on
rates and services, this Task Order may be extended upon mutual written
agreement of the parties.
2. Perot Systems Obligations. Perot Systems will provide the resources
described in Schedule A on a time and materials basis. These resources
will, to the extent possible with the resources provided during the term
of this Task Order, perform tasks and complete deliverables specified by
the Project Managers.
3. Project Managers.
Client Project Manager: Dan Yee
Perot Systems Project Manager: Dariush Shirmohammadi (until 3/20/2001)
Alan Rodgers (starting 3/21 /2001)
4. Client Responsibilities. In addition to its obligations in the Agreement,
Client will provide or perform the following to allow Perot Systems to
perform its obligations hereunder:
(a) Cooperation. Client shall keep Perot Systems informed, as
reasonably appropriate, about those aspects of Client's business
that could reasonably have a material effect on the demand for, or
provision of, the services to be provided under this Task Order.
Client shall cooperate with Perot Systems to ensure that Client
does not unreasonably delay processes and procedures dependent
upon information from or action by Client.
(b) Access to Software.
(i) Client Proprietary Software. Client shall provide Perot
Systems with access to, and the necessary rights to operate,
modify, and enhance, its proprietary software as necessary
for Perot Systems to perform its obligations under this Task
Order ("Client Proprietary Software").
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Client shall pay any access or other fees associated with
obtaining such rights to the Client Proprietary Software.
Client shall pay all license, maintenance and other fees
associated with the Client Proprietary Software.
(ii) Client Vendor Software. Client shall provide Perot Systems
with access to, and the necessary rights to operate and,
where necessary to perform the Services to modify and to
enhance, all third party software necessary for Perot
Systems to perform its obligations under this Task Order
("Client Vendor Software") and shall pay any access or other
fees associated with obtaining such rights. Client shall pay
all license, maintenance and other fees associated with the
Client Vendor Software. Except as contemplated by this
Section (b)(ii), Perot Systems' access to, and other rights
in respect of. Client Vendor software shall be subject to
the terms of the applicable software license agreement
between Client and the applicable vendors. If Client is
unable to obtain the rights described in this paragraph
(ii), (A) Perot Systems shall be relieved of any obligations
under this Task Order that cannot be performed in the
absence of such rights without violating a third person's
intellectual property or other rights, and (B) Client and
Perot Systems shall work together in good faith to find an
alternative way for Client to obtain any services that Perot
Systems cannot perform in a manner that is reasonably
satisfactory to both parties.
(c) Access to Client Facilities. Client shall provide Perot Systems
access to its facilities and shall provide to all Perot Systems
employees and contractors performing services at such facilities
("PSC .Personnel"), without charge, such office furnishings,
janitorial service, telephone service, utilities (including air
conditioning) and office-related equipment (including but not
limited to personal computers and related software, peripherals and
supplies and facsimile machines), supplies, and duplicating
services as Perot Systems may reasonably require in connection with
the activities contemplated hereunder. Client shall procure and
purchase at its sole cost and expense all hardware and software
reasonably required by Perot Systems to provide services under this
Task Order. Client shall provide such access 24 hours a day, seven
days a week. Perot Systems shall obey all generally applicable
rules and procedures at any Client facility of which Client has
notified Perot Systems. Client agrees that such Client facilities
shall comply with all applicable laws and regulations. PSC
Personnel shall receive similar technologies to those currently in
use or contemplated at Client.
(d) Access to Technology. Client shall provide Perot Systems with
access to all hardware, equipment, and technology related items and
services reasonably necessary for Perot Systems to perform its
obligations under this Task Order (the "Client Technolo"). Client
shall pay all costs and expenses, including without limitation,
maintenance costs, associated with the Client Technology.
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(e) To the extent, and only to the extent. Client's insurance or tariff
covers Client's obligations under this Section (e). Client shall
indemnify, defend and hold Perot Systems harmless from any and all
claims, damages, demands, liabilities, costs and expenses,
including reasonable attorneys' fees and expenses resulting from,
arising out of or relating to any third party claims by Client's
participants and vendors relating to any duties or obligations of
Client to such third parties.
5. Payments and Invoices. Perot Systems will provide and Client will pay for
the resources provided herein on a time and materials basis at the rates
set forth in Schedule A. Client may request to reduce resources below the
numbers indicated in Schedule A provided that Client provide Perot
Systems at least one month written notice of its request. Such rates (i)
are subject to adjustment in accordance with the terms of the Agreement
and (ii) do not include taxes or out-of-pocket expenses which will be
invoiced and payable in accordance with the provisions of the Agreement.
If Client requests, and Perot Systems agrees to provide, additional
resources from Perot Systems to provide services under this Task Order,
Client will pay the rates set forth in Schedule B for such resources on a
time and materials basis. Perot Systems will deliver, and Client will
pay, invoices for services to provided under this Task Order weekly in
advance.
AGREED:
CALIFORNIA POWER EXCHANGE PEROT SYSTEMS CORPORATION
CORPORATION,
as Debtor-in-Possession
By:_
Name:
Date:
By:_
Name:
Date:
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