EXHIBIT 99.284
A PROPOSAL FOR
(SOUTHERN CALIFORNIA EDISON LOGO)
AN EDISON INTERNATIONAL(SM)COMPANY
Demand Relief Program System
(DRPS) For Edison CSBU
Organization
February 6, 2001
PEROTSYSTEMS(TM)
Southern California Edison
- -------------------------------------------------------------------------------
DISCLOSURE PROTECTION NOTICE
This proposal to Southern California Edison is the property of Perot
Systems Corporation and contains confidential and/or proprietary
information of Perot Systems Corporation. It shall not be disclosed
outside of Southern California Edison and shall not be duplicated, used
or disclosed -- in whole or in part -- for any purpose other than to
evaluate this proposal. Southern California Edison's review of this
material is considered acceptance of this Disclosure Protection
Notice. Should this be unsatisfactory, please return this material to
Perot Systems Corporation. If, however, a contract is awarded to Perot
Systems Corporation as a result of -- or in connection with -- this
submission, this proposal shall be subject to the confidentiality,
proprietary rights and nondisclosure provisions of the resulting
contract.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page ii
Southern California Edison
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
PROJECT INTRODUCTION & BACKGROUND.................................... 1
INTRODUCTION...................................................... 1
BACKGROUND........................................................ 1
PROJECT SCOPE........................................................ 2
SCOPE OF PROPOSED SOLUTION........................................ 2
OUT OF SCOPE...................................................... 2
PSC'S RELEVANT QUALIFICATIONS........................................ 3
PROJECT APPROACH..................................................... 4
WORK PROCESS FLOW................................................. 4
PROJECT STATUS REPORTING.......................................... 4
PROJECT DELIVERABLES.............................................. 4
PROJECT SCHEDULE.................................................. 5
PROJECT STAFF AND PAYMENT OPTIONS OF PROFESSIONAL FEES............ 5
PROPOSAL VALIDITY................................................. 6
ASSUMPTIONS....................................................... 7
RISKS............................................................. 7
ATTACHMENT A - CONFIDENTIALITY & NONDISCLOSURE AGREEMENT............. 9
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page iii
Southern California Edison Project Introduction & Background
- -------------------------------------------------------------------------------
PROJECT INTRODUCTION & BACKGROUND
INTRODUCTION
In response to a request from Southern California Edison Company
(SCE), Perot Systems Corporation (PSC) has prepared this "Scope of
Work" proposal that outlines the scope and cost to develop and
implement a Demand Relief Program System (DRPS). This new System will
allow Edison to monitor, manage, calculate and prepare monthly Reward
/ Penalty statements for the selected 300 customers based on their
demand (kW) reduction during Peak hours of weekdays of summer months
of June, July, August and September 2001. The Demand Relief Program
may be extended in future years as well by regulatory agencies, i.e.
California Public Utilities Commission (CPUC) and California
Independent System Operator (Cal-ISO), as Capacity and Energy
shortages are expected to continue in the near term in California.
BACKGROUND
The Demand Relief Program (DRP) offers Southern California Edison's
(SCE's) non-residential customers, with a load demand of greater or
equal to 300 kW and a commitment to reduce at least 100 kW of their
load, the opportunity to receive an incentive payment for reducing
their power consumption on certain summer weekdays from June 1, 2001
through September 30, 2001.
By offering this Cal-ISO initiated DRP, customers and SCE, gain
experience in learning how to respond to high-energy demand and prices
by reducing their load demand and energy consumption, thus managing
their energy needs more efficiently.
Under the program, SCE will aggregate customers demand reduction and
will receive a capacity payment and an energy payment from Cal-ISO to
fund the program. SCE retains a portion of this payment to cover the
costs associated with the program. For participating in the DRP,
Customers will receive a reward payment of $18,500 per MW of demand
reduction per month and also an energy payment of $500 per MWh from
SCE, however, in case of failure to reduce the demand / consumption,
customers will also be assessed a penalty of $12,000 per MW per month
if their performance is less than 25% of their commitment to the DRP
in any month. Additionally, if a customer increases energy consumption
in a period of a DRP event, a penalty of $500 per MWh per month
applies.
PSC believes it has the resources and capabilities to develop and
implement the DRP System for SCE's use.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 1
Southern California Edison Project Introduction & Background
- -------------------------------------------------------------------------------
PROJECT SCOPE
SCOPE OF PROPOSED SOLUTION
The scope of the DRPS project includes the following items:
1. The system will have the capability to access the hourly
demand and energy consumption of up to 300 pre-selected large
usage Edison customers from SCE's CDAS data files
2. The system will calculate 10-Day Rolling Average hourly
energy consumption for each of these customers, excluding
holidays, weekends and any prior DRP events and also, the
customer's metered usage for the hour the DRP event is called
3. The system will determine the hourly demand (KW) and energy
usage reduction for each of the 300 pre-selected customers
for all DRP event days during the summer months of June,
July, August and September, 2001
4. The system will prepare and print a monthly incentive billing
statement, including a reward / penalty amount, for each
customer based on hourly demand and energy usage reduction
5. The system will prepare and print a consolidated monthly
report for all 300 customers for review and final auditing
6. The new system will be implemented on two workstations with a
common data base
OUT OF SCOPE
The scope of the DRPS project excludes the following items and
therefore these will be out of scope of the proposed system:
1. The system will not have any links to Edison's Email or Pager
system to communicate with any of the customers selected for
the Demand Relief Program.
2. The system will not provide any interface for any DRP
customer to view or modify their DRP related data or
statement.
3. The system will also not have any interface or integration
with any other Edison systems, except hourly data reads from
CDAS for the selected 300 DRP customers.
4. The project does not include acquisition of any hardware or
third party software tools for the implementation of the
system and these will be provided by Edison
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 2
Southern California Edison PSC'S Relevant Qualifications
- -------------------------------------------------------------------------------
PSC'S RELEVANT QUALIFICATIONS
Perot Systems Corporation (PSC) is prepared to develop the proposed
DRPS system as soon as Edison receives CPUC approval to proceed with
the Demand Relief Program and engages PSC to initiate the DRPS
development project.
PSC believes it is uniquely qualified to successfully implement this
project as evidenced by the following key attributes and facts:
-- PSC has resources who are experts in electric utility
business and are also familiar with Edison's IT
infrastructure, processes and methodologies.
-- PSC has designed, developed and implemented many new
application system projects for various business units in
Edison since November 1994.
-- All application systems, developed by PSC are in extensive
use by various business units staff. Some of these key
application projects are:
1. The Wholesale Energy System (WES) for managing QFs
and Resale Cities billings and payments
2. Metered Data Management and Acquisition (MDMA)
System to access and manage metered data of direct
access customers owned by Energy service providers
3. Customer Revenue and Reporting Information System
(CRRIS)
4. Substation Data Collection and Reporting System
(SDCRS)
5. Integration Bus System (IBS) and
6. Events Logging System (ELS).
-- PSC also currently maintains the Wholesale Energy System
(WES) for Edison's QF Resources organization.
-- Shashi Pandey, the proposed PSC Project Manager, has worked
on most of these Edison application projects in the past, and
most recently, on SDCRS, IBS and ELS projects
-- David Hughes, Senior Application Architect / Developer, will
be available to contribute his talents to the DRPS project
team. Mr. Hughes also worked on the WES development project
as a Technical Lead and as an Advisor during its maintenance
phase from December 1998 to the present.
The PSC team brings many years of valuable utility business analysis
and project management experience to the project as well as six years
of direct experience with SCE's business practices and operations, and
IT infrastructure environment, business data, integration, and service
levels. PSC is confident of its resources in constituting a cohesive
project team for the DRPS project in order to complete this project
successfully on time and within budget.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 3
Southern California Edison Project Approach
- -------------------------------------------------------------------------------
PROJECT APPROACH
The proposed project will be managed using PSC's proven methodology
which includes disciplined process controls in line with SCE
standards. The PSC project manager will be responsible for developing
the Statement of work (SOW) document including all business and system
requirements, and validating the various tasks and deliverables
contained therein in close coordination with the SCE Project Manager.
WORK PROCESS FLOW
-- A project initiation meeting will be held to plan the
parameters for the conduct of the project and to have PSC and
SCE project managers agree on a procedure that will ensure
swift resolution of any new items and change issues.
-- The PSC team will interview CSBU management staff associated
with the Demand Relief Program to establish all business and
system requirements involving data, user interfaces, menu
sub-systems, DRP rewards / penalty statements, and reports,
and will validate them before designing and developing the
system. These requirement details, related tasks and
deliverables will be part of the base line DRPS system and
will also be documented.
PROJECT STATUS REPORTING
PSC Project Manager will work closely with SCE Project Manager and
will be responsible for providing a weekly status on the project.
PROJECT DELIVERABLES
1. DRPS Requirements Document
2. DRPS Design Document
3. DRPS Testing Document
4. DRPS Implementation on two workstations
5. User Documentation
6. Training
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 4
Southern California Edison Project Approach
- -------------------------------------------------------------------------------
PROJECT SCHEDULE
Under this proposal, the project work is scheduled to begin on March
15, 2001 and will be completed by the PSC team no later than May 15,
2001 based on the tasks and deliverables set forth herein.
PROJECT STAFF AND PAYMENT OPTIONS OF PROFESSIONAL FEES
The estimated labor cost to complete the Demand Relief Program System
(DRPS) Project, based on the deliverables defined herein, is $135,100
and is comprised of the following resources:
-------------------------------------------------------------------------------------------------------------
PSC Hourly Estimated Hours Estimated Charges
DRPS Project Resource Requirements Billing Rate ($) ($)
-------------------------------------------------------------------------------------------------------------
Shashi Pandey, Project Manager and $180 120 $21,600
Requirements Specialist
-------------------------------------------------------------------------------------------------------------
Dave Hughes, Senior Specialist, Architect & Designer $160 160 $25,600
-------------------------------------------------------------------------------------------------------------
Kris Freyermuth, Manju Shivaswamy, Duane Sawyer, $135 460 $62,100
Specialists, Development, Coding, Testing and
Documentation
-------------------------------------------------------------------------------------------------------------
Richard Dickson, Senior Specialist, Testing scripts $145 100 $14,500
and documentation
-------------------------------------------------------------------------------------------------------------
Bob Winner, Senior Specialist, Roll-Out $160 20 $3,200
-------------------------------------------------------------------------------------------------------------
Robert Rubino, Specialist, Training & Implementation $135 60 $8,100
-------------------------------------------------------------------------------------------------------------
TOTAL 920 $135,100
-------------------------------------------------------------------------------------------------------------
PSC will bill SCE on the first day of every month for the previous
month's labor hours, payable within 30 days. PSC's estimated
professional fees are provided for SCE's budgetary purposes. PSC Fees
are based on the above resource usage and the corresponding PSC labor
hourly rates. Business flexibility may require replacement of a
specific resource with equally qualified PSC associate.
PSC will perform this work on a time and material basis.
PSC will employ its standard change control methodology to record and
track all material changes and/or modifications to the current project
scope in consultation with Edison
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 5
Southern California Edison Project Approach
- -------------------------------------------------------------------------------
Project manager. Absent any documented material changes and/or
modifications, PSC agrees not to exceed the current project cost
estimate by more than 10%.
PSC agrees to notify the SCE Project Manager when project costs reach
80 % of the total fees. Should additional work be required on the
project, PSC Project Manager will inform SCE's Project Manager to
negotiate and request additional funding or modify the project scope
as required to complete the project.
PSC does not expect any expenses related to transportation (plane and
car), hotel and food for this project, unless use of out-of-town
resources becomes necessary. PSC will inform the SCE Project Manager
if such resources are required before they are assigned to the
project.
The General Terms & Conditions currently in effect between SCE and PSC
will apply to this project.
The professional fees for developing and implementing the Demand
Relief Program System (DRPS) Project for Edison can be paid using any
of the following three options:
OPTION #1- PAYMENT OF ALL DEVELOPMENT COSTS DIRECTLY
-- $ 135,100 - PSC will bill SCE on the first day of
every month for the previous month's labor hours,
payable within 30 days.
OPTION #2- PAYMENT OF A FIXED BASE AMOUNT + MONTHLY
TRANSACTIONAL FEES (BASED ON TOTAL DRP MW REDUCTION)
-- $ 125,900 FIXED BASE AMOUNT - PSC will bill SCE on
the first day of every month for the previous
month's labor hours, payable within 30 days.
-- Transactional Fees beginning at a guaranteed Minimum
of $4,000 / Month and up to a Maximum of $10,000 /
Month to be paid in four installments on August 1,
September 1, October 1, and November 1, 2001. This
is based on a minimum guaranteed payment of $4000
per month for any demand reduction up to 100 MW or
less, and a payment of additional $60 transactional
fees per MW demand reduction over the 100 MW and
beyond, subject to a maximum of $10,000 per month,
under the DRP in each month during 2001 Summer.
OPTION #3- DISCOUNT OF 25 % TO EDISON WITH ADDITIONAL DRPS
BUSINESS IN CALIFORNIA
-- 25 % Discount to Edison in the maximum
monthly amount of $10,000 transactional
fees (under Option #2), resulting in a
reduced transactional fee of maximum of
$7,500 / month, provided PSC can
successfully market the DRPS to a second
utility in California and sign up that
customer.
PROPOSAL VALIDITY
In an effort to meet the proposed project schedule, this PROPOSAL IS
VALID FOR A PERIOD OF FOUR (4) WEEKS from the date of submission.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 6
Southern California Edison Project Approach
- -------------------------------------------------------------------------------
ASSUMPTIONS
1. SCE will issue a Letter of Intent by March 1, 2001 of
engaging PSC for the DRPS project or sooner the CPUC approves
the Demand Relief Program for the summer of 2001. Also, SCE
will sign a Purchase Order by March 15, 2001 so that the
project team can begin the work of developing the system.
2. SCE will pay and provide the two workstations and the
selected MS Access software for developing and implementing
the DRPS system.
3. Development and testing work can be performed on Edison
premises (GO Complex) or at PSC Alhambra facilities. In case
of Edison premises, SCE will provide site access to the
project team, and office space with workstation and phone
facilities. No additional costs will be charged to Edison in
case PSC project team develops the system at its Alhambra
facilities.
4. PSC will provide training in the use of the DRPS system to
two staff members of Edison, associated with the Demand
Relief Program management duties in CSBU organization.
5. Edison's CDAS staff to provide all data format details and
calculation methods related to the DRP customers to PSC
project team.
6. In order for Edison to initiate the Demand Relief Program on
06/01/01 for selected customers, Edison project manager will
coordinate with other Edison organizations including IT to
provide the necessary inputs and support in a timely manner
so that PSC team can complete system requirements,
development, testing and implementation within the assigned
project time of two months (from 3/15/01 to 5/15/01)
RISKS
Since PSC will require a minimum of two months of the development time
for the successful completion of the DRPS project, it is essential for
Edison to obtain the regulatory approval for the Demand Relief Program
from CPUC by March 1, 2001 and sign the PO to engage PSC for the
project before March 15, 2001.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 7
Southern California Edison Project Approach
- -------------------------------------------------------------------------------
ACCEPTANCE AND APPROVAL
Company Name: Perot Systems Corporation
By:
--------------------------------------------
Name: Mike Kenealy
---------------------------------
Title: PSC Account Manager Date:
-------------------------------- ------------------------
Fed. Tax I.D. # 75-2230-700
-----------------------
Company Name: Southern California Edison
By:
--------------------------------------------
Name: Marvin Clark
---------------------------------
Title: Marketing Manager, CSBU, SCE Date:
-------------------------------- ------------------------
Fed. Tax I.D.
--------------------------
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 8
Southern California Edison Attachment A - Confidentiality &
Nondisclosure Agreement
- -------------------------------------------------------------------------------
ATTACHMENT A - CONFIDENTIALITY &
NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (the "Agreement") is entered into between
, a corporation
-------------------------- -------------------
("Company") and Perot Systems Corporation, a Delaware corporation
("Perot Systems") as of , 199 .
--------------------- --
In order for the parties to discuss a business relationship, each
party may need to disclose confidential or proprietary information to
the other regarding its business activities and plans (the
"Confidential Information"). The parties agree to protect each other's
Confidential Information disclosed within thirty days before or within
180 days after the execution of this Agreement on the following terms.
1. Each 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 the other party's Confidential Information as it employs with
respect to its own Confidential Information of like importance.
Receipt and disclosure of Confidential Information will be coordinated
for the parties by:
For Perot Systems:
--------------------------
For Company:
--------------------------------
2. Neither party has any obligation with respect to any Confidential
Information which (a) was previously known by such party without
obligations of confidentiality; (b) that party independently develops;
(c) is or becomes publicly available without a breach of this
Agreement by either party; or (d) is disclosed to it by a third person
who is not required to maintain its confidentiality. The party
claiming any of the above exceptions has the burden of proving its
applicability.
3. Each party may disclose Confidential Information only to its own
officers, directors and employees and to its consultants and advisors
who reasonably need to know it. Each party shall be responsible to the
other for any violation of this Agreement by its own officers,
directors, employees, consultants or advisors.
4. Neither party may print or copy, in whole or in part, any documents or
other media containing any Confidential Information without the prior
written consent of the other party other than copies for its officers,
directors, employees, consultants or advisors who are working on the
matter. Neither party will remove or deface any notice of
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 9
Southern California Edison Attachment A - Confidentiality &
Nondisclosure Agreement
- -------------------------------------------------------------------------------
copyright, trademark, logo or other proprietary notice of the other
party appearing on any original or copy of the other's Confidential
Information.
5. Neither party may use the other party's Confidential Information for
competing with the other party or for any purpose not in furtherance
of the business relationship between them.
6. Each party's Confidential Information shall remain its own property.
Upon the request of the other party, each party shall return all of
the other's Confidential Information, or destroy it and provide the
other party with written certification of such destruction, except for
archival and backup copies that are not readily available for use and
business records required by law to be retained.
7. If either party becomes legally obligated to disclose any of the other
party's Confidential Information, the party subject to the obligation
shall notify the other party in writing promptly and shall cooperate
with the other party at the other party's expense in seeking a
protective order or other appropriate remedy.
8. Each party agrees that in the event of a breach or threatened breach
by either party, including its officers, directors, consultants or
employees, of the provisions of this Agreement, the non-breaching
party will have no adequate remedy in money damages and, accordingly,
shall be entitled to seek an injunction against such breach, in
addition to any other legal or equitable remedies available to it.
9. Each party is disclosing Confidential Information solely on an "AS IS"
basis, with no warranties. The disclosing party will not be liable for
any damages arising out of the use of Confidential Information
disclosed hereunder.
10. If any Confidential Information originating in the United States is
authorized by this Agreement to be disclosed outside the United
States, the receiving party agrees to ensure that it or any materials
derived from it are not disclosed or communicated to any individual or
entity in any country to which the export of such information is
prohibited by U.S. export laws or regulations.
11. This Agreement is governed by the laws of Texas without regard to its
rules on conflicts of law. Neither party may assign its rights or
obligations under this Agreement. No modification or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by the party sought to be bound. This Agreement is the entire
agreement between the parties on nondisclosure of confidential
information and supersedes all prior representations and agreements
between the parties on that subject. This Agreement shall expire two
years after the last receipt of Confidential Information by either
party.
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 10
Southern California Edison Attachment A - Confidentiality &
Nondisclosure Agreement
- -------------------------------------------------------------------------------
AGREED:
PEROT SYSTEMS CORPORATION
-------------------------------
By: By:
---------------------------- -------------------------------
Name: Name:
-------------------------- -----------------------------
Title: Title:
------------------------- ----------------------------
- -------------------------------------------------------------------------------
Perot Systems Confidential June 27, 2002 Page 11