Exhibit H-1
SERVICE AND PROCUREMENT AGREEMENT
This Service and Procurement Agreement (Agreement) is
made and entered into as of this 18 day of February, 1993,
by and between Kansas City Power & Light Company (KCPL) and
KLT, Inc. (KLT).
WITNESSETH:
Whereas, KLT is a subsidiary of KCPL, and will be
engaged in various non-utility business activities, and
Whereas, KLT may from time to time require for its
internal use and purposes goods and services which KCPL is
able to supply, and
Whereas, the parties wish to enter into a continuing
agreement providing for the rendering of certain goods and
services by KCPL to KLT.
NOW, THEREFORE, the parties agree as follows:
1. GOODS AND SERVICES. This Agreement covers only
goods and services for KLT's own internal administrative and
general use and purposes. Examples of these goods and
services include (but are not limited to): bookkeeping and
other accounting services; clerical services; legal
services; financial services; office equipment; telephone
equipment and services; and office supplies. Engineering
services are specifically EXCLUDED from the scope of this
agreement. KLT agrees to not incorporate or include any of
these KCPL-provided goods and services in any goods or
services provided by KLT to any third party.
KLT may, from time to time, request in writing (Request)
from KCPL certain goods and services for its internal use
and purposes. KCPL may, but has no obligation to, agree to
provide such goods and services in accordance with the terms
of this Agreement and the associated Request.
2. REQUEST. Each Request accepted by KCPL shall be
incorporated into and form and part of this Agreement. If
there is a conflict between this Agreement and any Request,
the terms of the Request shall govern the provision of
services and goods involved. Each Request shall contain
such information concerning the services to be performed or
goods to be delivered, the schedule for delivery, the
applicable charges, and other matters as is reasonable given
the nature of the goods or services requested.
3. CHARGES AND TERMS AND PAYMENT. Unless otherwise
agreed, charges for services shall reflect actual direct
labor rates and all applicable loadings, including
associated fringe benefits, payroll and other taxes, and
allocated overheads. There shall also be charged a fee of
15% of the total direct labor charges and applicable
loadings. KLT agrees to pay for reasonable out-of-pocket
costs and expenses required and actually incurred in
performing services, provided that KCPL has obtained KLT's
prior written consent and submitted supporting documentation
satisfactory to KLT.
KCPL shall be responsible for the payment of any and
all taxes whatsoever which may be assessed against KCPL or
which may apply to the performance of work or the payment
for work or goods. KLT shall remit to KCPL all taxes levied
against or upon the services and/or goods provided
hereunder, or arising out of this Agreement excluding,
however, taxes based upon KCPL's net income.
Unless another payment schedule is specified on the
Request, KCPL shall invoice KLT quarterly in arrears. If
requested by KLT, KCPL shall submit with the invoice
reasonable backup documentation for all amounts invoiced.
All invoices, except for amount disputed by KLT, shall be
payable within thirty days of receipt. Any disputed amounts
shall not affect payment of undisputed charges and expenses.
KCPL shall maintain complete and accurate accounting
records to substantiate its charges. Such records shall be
made available for review by KLT upon no less than fifteen
days prior written notice for a period of one year form the
date of final payment of the charges.
4. INDEPENDENT CONTRACTOR. KCPL and KLT agree that
KCPL is an independent contractor and its personnel are not
employees or agents of KLT for federal tax purposes or any
other purposes whatever. KCPL will be solely responsible
for directing the work of its personnel. KCPL is solely
responsible for the compensation of its employees assigned
to perform services hereunder, and payment of workmen's
compensation, disability and other similar benefits,
unemployment and other similar insurance, and for
withholding income and other taxes and social security.
5. CONFIDENTIAL INFORMATION. Each party agrees to
regard and preserve as confidential all information received
from the other party and related to the business activities
of the other party, exclusive of any information in the
public domain. Each party agrees to hold such information
in trust and confidence for the other party and not to
disclose such information to any person, firm or enterprise
or use such information for its own benefit or to the
detriment of the other party. A party may, however,
disclose all or any part of the confidential information if
such disclosure is required in order to comply with a
subpoena or order issued by a court of competent
jurisdiction, or as required by law, regulation or action of
a regulatory agency ("Disclosure"); PROVIDED that the party
(i) immediately notifies the other party of the existence,
terms and circumstances surrounding the Disclosure, (ii)
consult with the other party on the advisability of taking
legally available steps to resist or narrow the scope of the
Disclosure, and (iii) if the Disclosure is required,
exercises its best efforts to obtain an order or other
reliable assurance that confidential treatment will be
accorded to such portion of the disclosed information which
the other party so designates.
6. EXCUSABLE DELAY. Neither party shall be liable
for any delay or failure to perform (EXCEPT the failure to
pay money when due) due to causes beyond its reasonable
control and without fault or negligence of the party
asserting such delay or failure to perform.
7. ASSIGNMENT. Neither party may assign this
Agreement or any rights hereunder, or may delegate the
performance of any duty under this Agreement without the
prior written consent of the other party, which consent
shall not be unreasonably withheld. Any attempt to so
assign or delegate, without prior written consent, shall be
void AB INITIO. Provided, however, that KCPL may so assign
or delegate to a parent or subsidiary corporation, or as
part of a consolidation, merger or sale of all or
substantially all of KCPL's assets, without prior written
consent.
8. NOTICES. All notices shall be in writing and
delivered personally, by facsimile or properly mailed,
United States first-class mail, postage prepaid, to:
As to KCPL: Xxxx X. Xxxxxxx
Controller
Kansas City Power & Light Company
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
As to KLT: X. X. Xxxxxxxx
President
KLT, Inc.
X.X. Xxx 000000
Xxxxxx Xxxx, XX 00000-0000
or to such other address or addressee as either party may
designate by written notice. Any such notice shall be
deemed given on the date delivered or placed in the mail as
specified.
9. WAIVER. No failure or delay (in whole or in part)
on the part of either party to exercise any right or remedy
hereunder shall impair such right or remedy, operate as a
waiver thereof, or affect any other right or remedy
hereunder. All rights and remedies hereunder are cumulative
and are not exclusive of any other rights or remedies
provided hereunder or by law or equity.
10. HEADINGS. Headings are for reference only and are
not intended to affect the meaning of any terms.
11. INVALIDITY. If any provisions of this Agreement
is held invalid, illegal or unenforceable, the remaining
provisions shall continue unimpaired.
12. TERM AND TERMINATION. This Agreement shall have
an initial term of one year form the date first above
written. Thereafter, the term shall be automatically
renewed for subsequent one year periods. However, either
party may terminate this Agreement by giving thirty days
written notice to the other party prior to the ten-current
anniversary date. Any termination of this Agreement shall
not relieve the parties of any obligations to the other for
work undertaken or expenses incurred in the performance of
such work prior to the date of terminination.
13. GOVERNING LAW. This Agreement shall be construed
and enforced under the laws of the State of Missouri,
without regard for the conflict of laws provisions thereof.
14. ENTIRE AGREEMENT. This Agreement, together with
the Requests hereto, contains the entire agreement between
the parties and supersedes any prior or inconsistent
agreements, negotiations, representations and promises,
whether written or oral.
IN WITNESS WHEREOF, the parties have signed this
Agreement as of the date first above written.
Kansas City Power & Light Company
/s/ Xxxx Xxxxxxx
Attest:
/s/ Xxxxxx Sell Xxxx
KLT, Inc.
/s/ X. X. Xxxxxxxx
Attest:
/s/ Xxxxx X. Xxxxxxxxx
