AND WILL SERVE AS WESTAR'S PRIMARY LIAISON WITH
PODS.
THE RESPECTIVE LIAISONS WILL BE RESPONSIBLE FOR COORDINATING A JOINT
MEETING, NOT LESS THAN QUARTERLY AND ALTERNATING BETWEEN A WESTAR AND A PODS
FACILITY TO REVIEW THE STATUS OF ALL OPERATIONS UNDER THIS AGREEMENT.
THE
WESTAR LIAISON WILL HAVE PRIMARY RESPONSIBILITY FOR ESTABLISHING THE AGENDA AND
KEEPING NOTES OF SUCH MEETINGS.
5.
PAYMENTS TO PODS
5.1
CHARGES.
(A)
FOR THE IT SERVICES PROVIDED HEREUNDER FROM AND AFTER THE
EFFECTIVE DATE, WESTAR WILL PAY TO PODS THE CHARGES SET FORTH IN THE PAYMENT
SCHEDULE ATTACHED HERETO AS SCHEDULE 5.1(A).
THE FEES ARE BASED ON THE RECEIPT
BY PODS OF PAYMENTS FROM WESTAR EQUAL TO THE ONEOK FEES AND THE WOLF CREEK FEES
FOR THE TIME FROM AND AFTER THE EFFECTIVE DATE.
(B)
FOR ANY ADDITIONAL IT SERVICES PROVIDED HEREUNDER, WESTAR WILL PAY
TO PODS THE CHARGES AS PROVIDED IN SECTION 3.4 HEREOF.
8
5.2
ADJUSTMENTS TO PAYMENT SCHEDULE.
THE PAYMENT SCHEDULE ATTACHED
HERETO AS SCHEDULE 5.1(A) SHALL BE ADJUSTED NOT LESS FREQUENTLY THAN QUARTERLY
TO REFLECT REMOVAL OF WESTAR LEASED EQUIPMENT THAT IS REPLACED BY WESTAR OWNED
EQUIPMENT PURCHASED AFTER THE EFFECTIVE DATE.
5.3
OUT-OF-POCKET EXPENSES.
WESTAR WILL PAY, OR REIMBURSE PODS FOR,
ANY OUT-OF-POCKET EXPENSES, INCLUDING WITHOUT LIMITATION, TRAVEL AND
TRAVEL-RELATED EXPENSES, INCURRED BY PODS AT THE REQUEST OR WITH THE APPROVAL OF
WESTAR OTHER THAN IN THE ORDINARY COURSE OF PROVIDING IT SERVICES PURSUANT TO
THIS AGREEMENT.
5.4
TAXES.
WESTAR WILL PAY, OR REIMBURSE PODS, FOR ALL SALES, USE,
TRANSFER, PRIVILEGE, EXCISE OR OTHER TAXES, WHETHER NATIONAL, STATE OR LOCAL,
HOWEVER DESIGNATED, WHICH ARE LEVIED OR IMPOSED BY REASON OF THE SERVICES
PROVIDED TO WESTAR HEREUNDER; EXCLUDING, HOWEVER, INCOME AND FRANCHISE TAXES ON
PROFITS WHICH MAY BE LEVIED AGAINST PODS.
PODS WILL ISSUE INVOICES THAT ITEMIZE
THE FEES CHARGED FOR IT SERVICES IN A MANNER DEEMED APPROPRIATE BY THE PARTIES
FOR PROPER IDENTIFICATION OF TAXABLE AND NON-TAXABLE SERVICES.
5.5
TIME OF PAYMENT.
REGULAR MONTHLY SERVICE FEES HEREUNDER SHALL BE
DUE NO LATER THAN THE 10TH DAY OF EACH MONTH DURING THE TERM OF THIS AGREEMENT.
ALL OTHER UNDISPUTED SUMS DUE PODS HEREUNDER FOR WHICH A TIME FOR PAYMENT IS NOT
OTHERWISE SPECIFIED WILL BE DUE AND PAYABLE WITHIN THIRTY (30) DAYS AFTER THE
DUE DATE OF AN INVOICE THEREFOR FROM PODS OR AS MUTUALLY AGREED UPON BY THE
PARTIES IN A SPECIFIC WORK ORDER. IF WESTAR FAILS TO PAY ANY AMOUNT DUE WITHIN
THIRTY (30) DAYS FROM THE DATE OF THE INVOICE OR OTHER AGREED DUE DATE, LATE
CHARGES OF THE LESSER OF 1-1/2% PER MONTH OR THE MAXIMUM AMOUNT ALLOWABLE BY LAW
SHALL ALSO BECOME PAYABLE BY WESTAR TO PODS.
6.
PROPRIETARY AND RELATED RIGHTS
6.1
WESTAR DATA.
ALL INTELLECTUAL PROPERTY, INCLUDING WITHOUT
LIMITATION, DOCUMENTS, FILES OR CLIENT AND CUSTOMER DATA, PROVIDED TO PODS
HEREUNDER BY WESTAR ("WESTAR DATA") ARE AND SHALL REMAIN WESTAR'S PROPERTY AND,
UPON THE TERMINATION OF THIS AGREEMENT FOR ANY REASON, SUCH WESTAR DATA WILL BE
RETURNED TO WESTAR BY PODS.
WESTAR DATA WILL