EXHIBIT 99.326
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) 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,
1
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.
2
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.
3
(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 F1TNESS 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.
4
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 the 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.
5
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 MAJEURE. 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. SEVERABILITY. 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.
6
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.
<Table>
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
</Table>
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
7
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: AGREED BY PEROT SYSTEMS:
CALIFORNIA POWER EXCHANGE PEROT SYSTEMS CORPORATION
CORPORATION,
as Debtor-in Possession
By: /s/ GEORGE SIADOJE By: /s/ KENNETH Z. SCOTT
---------------------------------- ----------------------------------
Name: George Siadoje Name: KENNETH Z. SCOTT
-------------------------------- --------------------------------
Date: 3/29/01 Date:
-------------------------------- --------------------------------
8
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.
<Table>
Client Project Manager: Dan Yee
Perot Systems Project Manager: Dariush Shirmohammadi (until 3/20/2001)
Alan Rodgers (starting 3/21/2001)
</Table>
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").
9
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
TECHNOLOGY"). Client shall pay all costs and expenses,
including without limitation, maintenance costs, associated
with the Client Technology.
10
(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: /s/ GEORGE SLADOJE By: /s/ KENNETH Z. SCOTT
---------------------------------- ----------------------------------
Name: George Sladoje Name: KENNETH Z. SCOTT
-------------------------------- --------------------------------
Date: 3/29/01 Date:
-------------------------------- --------------------------------
11
SCHEDULE A
RESOURCES AND RATES
<Table>
<Caption>
MONTHLY RATE OVERTIME RATE 3/10-3/20 3/21-3/31 4/1-4/30 5/1-5/31
SERVICE AREA PER FTE (1) PER HOUR (2) 2001 (3) 2001 (3) 2001 (3) 2001 (3)
ACCOUNT MGMT
Project Manager $ 34,000.00 $300. 0.35 FTEs 0.35 FTEs One FTE One FTE
Wind-down Mgr $ 34,000.00 $300. 0.35 FTEs None None None
Admin. Support $ 10,000.00 $150. 0.35 FTEs 0.35 FTEs One FTE One FTE
OPERATIONS
Operations Mgr $ 34,000.00 $250. 0.35 FTEs 0.35 FTEs One FTE One FTE
Unix Operations $ 29,000.00 $250. 1.05 FTEs 0.70 FTEs Two FTEs One FTE
Windows NT Operations $ 29,000.00 $250. 1.05 FTEs 0.7 FTEs Two FTEs Two FTEs
Database Administrator $ 29,000.00 $250. 1.4 FTEs 0.7 FTEs Two FTEs One FTE
Wind down $ 29,000.00 $250. 1.93 FTEs 1.93 FTEs Three FTEs Two FTEs
Help Desk $ 15,000.00 n/a 1.65 FTEs 0.45 FTEs One FTE None
APPLICATIONS MAINTENANCE
Applications Mgr $ 34,000.00 $300. 0.7 FTEs 0.7 FTEs One FTE None
Compliance $ 29,000.00 $250. 1.75 FTEs 1.75 FTEs 2.53 FTEs One FTE
Finance $ 29,000.00 $250. 0.7 FTEs 0.7 FTEs Two FTEs 0.77 FTEs
Settlements $ 29,000.00 $250. 1.21 FTEs 1.21 FTEs 1.98 FTEs None
Corporate Website $ 29,000.00 $250. 0.7 FTEs 0.35 FTEs 0.70 FTEs None
Wind down $ 29,000.00 $250. 1.05 FTEs 1.4 FTEs Four FTEs Two FTEs
APPLICATIONS DEVELOPMENT
SOFT CAP DEVELOPMENT $ 31,000.00 $300. 1.75 FTEs 1.4 FTEs 1.5 FTEs 1.5 FTEs
</Table>
(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), except that Help Desk services will be
provided 24 hours per day, seven days per week until March 20, 2001.
12
SCHEDULE B
PEROT SYSTEMS CORPORATION
COMMERCIAL RATES (EFFECTIVE 7/00)
<Table>
<Caption>
CONSULTING DAILY MONTHLY
Analyst $ 1,950 $ 41,760
Specialist/Manager 1 $ 2,160 $ 46,980
Specialist/Manager 2 $ 2,640 $ 57,420
Sr Specialist/Sr Manager $ 2,880 $ 62,640
Advisor $ 3,120 $ 67,860
Director $ 3,600 $ 78,300
Principal/Sr Advisor/Group Director $ 6,000 $ 130,500
</Table>
<Table>
<Caption>
OTHER DAILY MONTHLY
ONE MONTH
Jr Specialist/Analyst $ 1,300 $ 28,200
Specialist/Manager $ 1,800 $ 39,000
Sr. Specialist/Sr Manager $ 2,000 $ 43,400
Lead Specialist/Project Manager $ 2,400 $ 52,000
Client Manager $ 2,900 $ 62,900
Advisor/Director $ 3,000 $ 65,000
Sr. Advisor/Group Director $ 3,800 $ 82,400
</Table>
Terms
- - All rates are for services only. Travel and other expenses are not included.
- - Rates apply only to North America Operations.
- - Rates are based on North America averages and do not account for geographic
market differences or specialized technical expertise.
- - Rates are subject to ECI.
13