SET FORTH
ON SCHEDULE 3.2(B)(2) (THE "WOLF CREEK FEES"), AND DURING THE TERM OF THIS
AGREEMENT WESTAR WILL PAY PODS AN AMOUNT EQUAL TO THE WOLF CREEK FEES COLLECTED
BY WESTAR FROM WOLF CREEK. WESTAR IS UNDER NO OBLIGATION TO PODS BY VIRTUE OF
THIS SECTION 3.2(B) TO KEEP THE OWNER WORK ORDER WITH WOLF CREEK IN FORCE AND
EFFECT.
IN THE EVENT THE OWNER WORK ORDER IS TERMINATED, WESTAR SHALL HAVE NO
FURTHER OBLIGATIONS TO MAKE ANY PAYMENTS TO PODS UNDER THIS SECTION 3.2(B) OTHER
THAN PAYMENT OF ANY WOLF CREEK FEES RECEIVED BY WESTAR ATTRIBUTABLE TO THE
PERIOD PRIOR TO SUCH TERMINATION AND, WITH RESPECT TO THE PERIOD AFTER SUCH
TERMINATION, THE PAYMENT OF THE FIXED COSTS PREVIOUSLY ASSOCIATED WITH THE WOLF
CREEK AS AGREED TO BY THE PARTIES, PROVIDED THAT PODS MAKES REASONABLE EFFORTS
TO RE-ALLOCATE OR DISPOSE OF THE ASSETS TO WHICH
5
such fixed costs are attributable such that Westar's obligations to make
payments will be reduced. During the initial eighteen months of the term of this
agreement, PODS will be entitled to recoup any direct expenses incurred by PODS
as a result of a termination of the work order relating to Wolf Creek prior to
reducing fees to Westar.
3.3
CHANGE CONTROL PROCEDURES.
WESTAR MAY FROM TIME TO TIME DURING THE
TERM OF THIS AGREEMENT REQUEST CHANGES IN THE SCOPE OR PRIORITY OF IT SERVICES
BEING PERFORMED BY PODS HEREUNDER.
UPON RECEIPT OF EACH SUCH REQUEST FROM
WESTAR (A "CHANGE REQUEST"), PODS WILL EVALUATE THE IMPACT THAT THE CHANGE
REQUEST WILL HAVE ON THE RESOURCES REQUIRED BY PODS TO PERFORM SERVICES
HEREUNDER, THE ADDENDUM ON WHICH SUCH SERVICES ARE THEN BEING PERFORMED, AND THE
CHARGES THEN PAYABLE TO PODS HEREUNDER.
PODS WILL NOTIFY WESTAR AS TO THE
RESULTS OF SUCH EVALUATION (THE "CHANGE PROPOSAL") AS SOON AS REASONABLY
FEASIBLE FOLLOWING RECEIPT OF THAT CHANGE REQUEST, WHICH NOTICE WILL BE
SUBMITTED IN WRITING.
TO THE EXTENT THAT THE CHANGES SET FORTH IN THE CHANGE
REQUEST INCREASE THE SCOPE OR PRIORITY OF IT SERVICES BUT CAN REASONABLY BE
PERFORMED WITHIN THE SERVICE LEVELS THEN ESTABLISHED FOR THE APPLICABLE IT
SERVICES WITHOUT AN INCREASE IN THE RESOURCES THEN BEING UTILIZED BY PODS
THEREFOR, THERE WILL BE NO ADJUSTMENT TO PODS' CHARGES HEREUNDER.
IN THE EVENT
THE CHANGES SET FORTH IN THE CHANGE REQUEST INCREASE THE SCOPE OR PRIORITY OF IT
SERVICES AND SUCH INCREASE CANNOT REASONABLY BE PERFORMED WITHOUT AN INCREASE IN
THE RESOURCES THEN BEING UTILIZED BY PODS FOR THE PERFORMANCE OF THE IT SERVICES
AND WESTAR SO REQUESTS, PODS AND WESTAR WILL WORK TOGETHER IN GOOD FAITH TO
ADJUST THE SERVICE LEVELS AND PRIORITIES WITH RESPECT TO THE OTHER SERVICES
BEING PERFORMED BY PODS HEREUNDER SO AS TO PERMIT SUCH CHANGE REQUEST TO BE
IMPLEMENTED WITHOUT AN INCREASE IN PODS' CHARGES.
IF THE CHANGE REQUEST CANNOT
BE IMPLEMENTED WITHOUT AN INCREASE IN PODS' CHARGES, AND WESTAR AGREES TO
IMPLEMENT THE CHANGE REQUEST, RESOURCES UTILIZED BY PODS IN PROVIDING SERVICES
PURSUANT TO ANY SUCH APPROVED