IT SERVICES RELATED TO MAJOR UPGRADES WILL BE NEGOTIATED
SEPARATELY.
3
2.7
THIRD PARTY SERVICES.
COMMENCING ON THE EFFECTIVE DATE AND FOR THE
TERM HEREOF, WESTAR WILL MAKE AVAILABLE TO PODS OTHER THAN AS SPECIFIED BELOW,
ALL THIRD PARTY SERVICES USED BY WESTAR IN PERFORMING THE FUNCTIONS TO BE
PERFORMED BY PODS HEREUNDER, INCLUDING THOSE DESCRIBED ON SCHEDULE 2.7 (THE
"THIRD PARTY SERVICES").
IF REQUESTED BY PODS AND AGREED TO BY WESTAR, WESTAR
WILL, TO THE EXTENT PERMITTED BY SUCH AGREEMENT, TERMINATE OR ASSIGN TO PODS ANY
AGREEMENT PURSUANT TO WHICH ANY THIRD PARTY SERVICES ARE PROVIDED.
PODS WILL
PAY, OR REIMBURSE WESTAR, FOR ANY PENALTIES OR CHARGES INCURRED BY WESTAR AS A
RESULT OF ANY TERMINATION OR ASSIGNMENT REQUESTED BY PODS.
2.8
UPGRADES/ADDITIONS TO WESTAR EQUIPMENT AND WESTAR SYSTEMS.
FROM
TIME TO TIME DURING THE TERM HEREOF, PODS WILL IDENTIFY TO WESTAR CHANGES AND
UPGRADES TO WESTAR EQUIPMENT OR WESTAR SYSTEMS ("NEW EQUIPMENT") THAT PODS
BELIEVES WILL RESULT IN ENHANCED PERFORMANCE OR REDUCED COSTS IN PROVIDING THE
IT SERVICES HEREUNDER.
PODS WILL PROVIDE WESTAR WITH A REASONABLY DETAILED
SUMMARY OF (A) THE ANTICIPATED EXPENSE ASSOCIATED WITH THE NEW EQUIPMENT, (B)
THE ANTICIPATED BENEFITS AND SAVINGS TO BE DERIVED FROM THE ACQUISITION OF THE
NEW EQUIPMENT AND (C) THE PROPOSED ADJUSTMENT, IF ANY, TO THE FEES TO BE PAID
HEREUNDER.
WESTAR WILL NOT UNREASONABLY REFUSE TO ACQUIRE NEW EQUIPMENT SO LONG
AS THE NET IMPACT ON WESTAR IS EITHER TO MAINTAIN OR TO REDUCE FEES HEREUNDER,
OR TO MATERIALLY ENHANCE THE PERFORMANCE OF THE IT SERVICES.
IN THE EVENT THE
ACQUISITION OF THE NEW EQUIPMENT WILL RESULT IN REDUCED EXPENSE TO PODS AND
MAINTAIN FEES AT AN EQUIVALENT LEVEL TO WESTAR (AFTER ADJUSTING THE FEES FOR THE
DEPRECIATED COSTS OF THE NEW EQUIPMENT), PODS WILL BE ALLOWED TO RETAIN THE
BENEFIT OF ALL SUCH SAVINGS.
2.9
THE SHARED SERVICES AGREEMENT.
WESTAR AND PODS ACKNOWLEDGE THAT
THEY ARE PARTIES TO A SHARED SERVICES AGREEMENT DATED APRIL 1, 1999 (THE "SHARED
SERVICES AGREEMENT").
THE SHARED SERVICES AGREEMENT IS AMENDED, AS OF THE
EFFECTIVE DATE, TO DELETE THE "INFORMATION TECHNOLOGY SERVICES" DESCRIBED IN
EXHIBIT 3 THEREOF.
2.10
WESTAR FINANCING CHANGES.
IN THE EVENT WESTAR ELECTS TO CHANGE ANY
OF THE FINANCE ARRANGEMENTS IT PRESENTLY HAS IN PLACE WITH RESPECT TO WESTAR
EQUIPMENT OR WESTAR SYSTEMS, AND SUCH FINANCING CHANGE ADVERSELY AFFECTS PODS'
COSTS IN PROVIDING THE IT SERVICES, THE FEES DUE HEREUNDER SHALL BE EQUITABLY
ADJUSTED SO THAT PODS DOES NOT INCUR ANY ADDITIONAL COSTS AS A RESULT OF SUCH A
FINANCING CHANGE.
2.12
OBLIGATIONS ASSUMED BY PODS.
AS OF THE EFFECTIVE DATE, PODS SHALL
ASSUME THE PAYMENT OBLIGATIONS OF WESTAR RELATED TO THE WESTAR LEASED EQUIPMENT,
THE WESTAR SYSTEMS AND THE THIRD PARTY
SERVICES.
PODS WILL MAKE THE PAYMENTS
DIRECTLY TO THE APPLICABLE LESSOR, LICENSOR OR OTHER THIRD PARTY WHEN DUE UNLESS
OTHERWISE AGREED BY THE PARTIES.
3.
IT SERVICES
3.1
IT SERVICES FOR WESTAR.
PODS WILL PROVIDE TO WESTAR THE IT
SERVICES AS SET FORTH IN THE IT SERVICES ADDENDUM.