HomeMy WebLinkAboutC2005-212 - 5/17/2005 - NA/~1 Ffllp!oyee Owned Company
Contract No.:
SAJC Subproject No.:
Basic Ordedng Agreement (BOA) for Professional Services
Modification No.:
Modification Date:
This Agreement, effective Apdl 4, 2004, is between the City of Corpus Chdsti ("Client"), a Texas corporation, having
an office at 1201 Leopard Street, Corpus Christi, Texas 78041 and Science Applications International Corporation
("SAIC"), a Delaware corporation, having an office at 10260 Campus Point Ddve, San Diego, Catifomia 92121.
I. DESCRIPTION OF PROFESSIONAL SERVICES
SAIC shall provide via this Basic Ordenng Agreement ("Agreement') to Client~ Professional Sennces ("sarvm--,es')
and or del~,'~rables ('Deliverables") as described in specific Task Orders to be issued in accordance with paragraph
1(c) of the Terms and Conditions Section of this Agreement. The Services and Deliverables shall be collectively
referred to as the 'Products." The general scope of work for Task Orders issued under this Agreement is as
foliews:
SAIC may provide equipment and professional serv~e~, which may inoiude conceptual designs, nehvork
designs, system architec'mres, system engineering, site surveys, site selections, frequency analyses,
systems intogral~3n, installation, network operations, program management and other professional services
related wireless communications. The scope of these Products shall be defined in each Task Order, a
sample of which is dt[,~'-hed as Exhibit A A new Task Order will be ~eatdd for each engagement.
Products provided under Task Orders incorporated herein shall be provided subject to the Terms and Conditions
that follow.
II. CLIENT AND SAIC ADMINISTRATIVE CONTACTS
Title:
Company Name: City of Corpus Chdsti
Address: 1201 Leopard Street
Corpus Christi, Texas 78041
LaToya Vann
Conh'acts Representative
SAIC
10260 Campus Point Drive, MS-VV2
san Diego, California 92121
Tel. No. Tel. No. (858) 826-3659
Fax No. Fax No. (858) 826-6360
Email: Email: vannl~i~seic (:om
In consideration of the mu[~al obligations assumed under this Agreement, SAIC and Client agree to the Terms and
Condit~:ms attached he~e~ and incorporated by reference and represent Ihat this Agreement Is executed by duty
authorized representatives as of the dates below.
AGREED BY:
CITY OF COI~ CHRISTI
Name: /
Title: ~-.:'/~ ~'/~
Date:
Lisa Agutier ,/)
For City Attorney
SAIC
SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION
Name: LaTOya Venn ~../
Title: Contracts Rf~pmsentafive
Date:
2005-212
05/17/05
Basic 01'daring Agme~estt Io~ Profl~lonal Semites
(a) Any Praduots to be [umished under this
Agreernerrt shall be ordered by issuance of a Task Order
as described in Paragraph 1(c) and executed by the
individuals designated in Sec~on I~ above. Only SAIC's
designated Representative, as set forth in Section II, is
authorized ilo ac~ Task On:~ers. SAIC has the right, all
its sole discretion, th decline to accept specific Task
Ordain
(b) The Praduc~s to be ~umisbed under this
Agreement will be performed on either a "firm fixed price' or
on a "time and materials _ i.e. T&M' basis, as desCribed in
Paragraph 4. This determination shall be mutually agreed
upon and stated in each Task Order.
1. In the case of a T&M arrangemeof, each
Task Order that is issued will have a sp~:;iflc total
es§mated price that refle~s the negotiated labor and o~er
direct costs required to perform the specific Statement of
Wonk for that Task Order, Labor estimates. ~tegcmas, and
rates witl be developed for each Task Orde~ to support the
spec~c work requireme~s identified for the respective
Task Order and will be proposed in each Task Order
pursuant to Paragraph 1(c) below. SAIC does not
guarantee that tho Products can be completed within the
astimated price for a specific Task Order.
2. In the case of a Firm Fixed Pfica
Arrangement: a) each Task Order will have a specific tot,a]
pnce to perform the sf3ectfic Statement of Work for that
Task Order, and; b) SAIC will deliver the Produ~s
described in the Statement of Work for that Task Order.
(c) /Mi Task Or. era issued he~'eunder am subject to
the llerms and conditions of this Agreement. The
Agreement shall contr~ in the event of conflict regarding
terms and co~ditJnos with any Task Order. Client will
Ixov~le SAIC with a Task Order Request for Quotation
('RFQ") along with a desoripl~on of the Products being
requested in the form of a Statement of Work. SAIC will
resportd to an RFQ by provfl:llng a p~l, that will
include, at a minimum, a Ixoposed I:mca fo~ that particular
Task On~r. Client will then issue a Ixoposed Task OnJer
containing Ihs inh:,Tnatien listed in Attachment 1. Upon
mutual agraeme~lt of the parties, the Task Ordor shall be
executed by the indwiduals designated in Sectkm II above.
(d) For ~rne and Matedals Agreements:
1.Tbs Client shall have no obligation to make any
paymeat to SAIC in excess o1' the total estimated price per
Task Order, and SAIC shall have no obligation to continue to
perfo~n ~ beyond a Task Order's total estimated prme,
E)etive~bie~ have not been dalivered. If at any Ume SAIC
believes that the price of the Pn3duc~ unde~ a purficutar Task
Order wilt be subslanflatly greater than th~ estimated price for
the spastic Task On:Jer, SAIC ~ notify Client and pn:)vide a
mutual wfitte~ agreement, inc~.ase the total estimated pnce
of each Task Order.
2. SAIC may take the fotlowing actions, in its
discmfiee, with prior cencorreece Eom Client, se long as
SAIC does not exceed a Task Orde~"s total est]mated price:
(I) Use fewer hours of o~e labor category and
more hours of another ~ ca~ or catel;~obes, and
(11) Vary the expenditures between the
aslJmated labor amounts and Ute other dlract, cosll
expendib~es (e.g., uae more labor and tess Lravel).
2. P~;e ~ Pm'[grmance. The Services shall be
perfom~d and t~e Dalh~rabies shall be developed pdmedly
at SAIC's p4ace of business or such atber place as shall be
mutually agreed by the parties.
3_ Effective IDat~; Te~. This Agreement shall be
effective as of the date first above written (the "Effe~ve
Date") and shall continue in full force and effect through
March 31, 2006 (the 'Term"), unless amended in writing by
mutual agreement of the parties, er terminated in accordanca
with Paragraph 12 bemof. The pehod of performance for
Task On.rs issued under this Agreement will be as defined
in the specific Task Order. Notwithstanding any pravislo~
heroin to the contrary, SAIC is nat obligated to ixovide
Products extending six (6) months beyond the expiration or
termination of this Agreement..
(a) Should SAIC be required to p,n:n~de the Products
en a Tnne and Materials basis under a Task Order, the
amount to be paid to SAIC for labor sh,all be computed by
maltil:dying the applicable houdy bitling category and rate sell
torth in the governing Task Order by the number of direct
houm perfo~. Fra~enal pads of an hour shell be payab4e
on a prorated ba~s. The labor hour catagonas and billing
rates a~t fo~ in the governing Task Order shall be effecUve
through the Term of the Task Order.
(b) Clierd shaJl ~ SA]C tot the cost of all
goods and materials pun::ha~ ~*r use in periling the
Task Order, as well as [or all raase~abie travel expenses and
mhr,~lanaous out-oLpockat expen6es incurred in conneotton
with performing the Task Order. However, all costs shall be
docume~ed o~ the Task Order submitted for Client's I:~ior
ap~vel. The~ ex~ shall be subject [to the
adminlebuLive and overhead chargas prov~ed in the
9ove~ng Task Order.
(c) Client shall ma~e pmyrnent to S,aJC ao~9 to the
sct'mduie and Ixovmions set forth in Ute governing Tsek Order.
SAIC shall have a lien upon and may retain or repossess any
and aH Products if Client deee not make full payment to SAIC.
(d) Urdeas oifm~se stated in the governing Task
Order, SAIC shall provide an invoice to Client every two
weeks for ser~ogs pe~ed, Oeliverabtes delivered and
expenses incurred by SAIC pursuard to Task Orders under
this Agreement. Invoic~ amounts ara imrnadiate~y due and
payable by efiher elec~'onic funds transfer (EFT) or by mail to
~ [ofk:~ng Ioc~(s):
By EFT:
Science Applications Int~rrmflonat Coq~oratton
c/o Citibank. N.A.
399 Pad( Avenue
New York, New Yo~ 10043
~nt No. 30547584
ABA No. 021000089
SWIFT: CIT1US33
Refe~mce: cmffract no. and invoice no.
By Mail:
Science Appllcaflon~ International Corlx~afion
Post C)ffice, Box Z23056
P~sburgh, Pennsylvania 1525%2058
Refinance: contract no. and Invoice no.
(e) If Client's action or inactiee results in non-rec~pt of
payment by SAIC for the total amount of an invoice within
thirty (30) days of such invoice, interest compounded at the
rate of one peme~t (1%) per month shall be charged on all
amounts unpaid and outstanding. Il= Client's a~on or Inaction
5~11/'2005 SAJC Confldae~J P~ge 1
results in non-reC~pt of payment by SAIC, SAIC shall have
the dght, exercisable in SAIC's sole diso-el~on, in addition to
its other dghts and remedies, to immediately ceaso further
performance under the apptical:~e Task Order.
5. Payment Tm'm~ (Firm Fixed
(a) Shoule SAIC be required to provide rne
Products on a Firm Fixed Price pards under a Task Order,
the Client shall pay SAIC the price set fo~'~ in Ihe Task
Order. Payments shall be made aocording to the schedule
and provisions set forth in each Task Order. SAIC shall
have a lien upon and may retain or repossess any and all
Produc~ if Clienl does not make full paymenl to SAIC.
(b) If the Task Order price is not all~nctusive which
shall be identified in the Task Order, in addific~ to the price,
Client shall reimburse SAIC for the cost of any goods and
matenais purchased foe use in padofrning the sennc~s or
wflich are incoq~rated in any Deliverable, as well as for
reasonable bavat expenses and miscellaneous out of
However, all ~ shall be documeofed o~ the Task C)fder
submitted for Client's I:~ior approval. Such ceets and
expenses shall be sub~ to the admin~b~sllva and
overhead charge pn~vided in eac~ Task Order.
(c) Invoiced amounts are immediately due and
payable by either eiectranlc funds B'ar~er (EFT) or by mail
to l~e f~inwfog
By EFT:
Science Applications IntmTmtlonat Corn
c/o Citibank, N.A.
399 Pa~ Avenue
New Yin'k, New York 10043
Account No. 305475~4
ABA No. 021000089
SWIFT: CITIUS33
[Comac~: Donald Spedden
(302) 324-6377]
Rm: confl'~ct no. and Invoice no.
By Mail:
Science Applicetiof~ InternaUonat ~on
Post Office Box 223058
Pittsburgh, Ponrmytvanie 15251-2058
(d) If Client's scion or inaction results in non-receipt
of payment by SAIC for the total amount of an invoice within
thir[7 (30) days of the date of such invoice, interest
compounded at the ~ of one percent (1%) par month shall
therealter be adde~ to all amounts unpaid and outstanding. If
Clierff's ac[ion or inaction results in no~-reoaipt of payment by
SAIC, SAIC shall have [he dght exercisable in SAIC's sole
discretion, in addition to its other rights and remedies, to
immediately osase further parfocmanse under the apptleable
Task Ordes'.
6. ~ t.e be Pre'ideal by Client. Client shell
peovide, matnflaln and make available ta SAIC, al Client's
expense and in a Umely manner, the resources listed below,
and su~ c~hef addi'6anat resources as SAIC may from time
to tJme reaer~ab~ request in cennechon with SAIC's
provision of the Products. Client acknowledges and ngrees
Ihat delays in [he provision of these re~ource~ may r~ult in
delays and/or addi'donal cost in performing the apptleabta
Task Order.
(a) Qualified Client personnel o~ representatives who
will be designated by Client to consult with SAIC on a regular
basis in cennection with the Products, as v,~ll aa
documentation or other information necessary to perform the
Senticas and/or deliver the Deliverables.
(b) Access to Client's premises and appropltate
workspace for SAIC personnel at Client's premises as
neoessary for pedormance of those aspects of the Products
to be pe~ormed at Client's premises.
7. Confldes~all~. In the event either party determines
that it is neoessory to provide confidentJal, propdelary, or
trade secret information ta the other pan'y with respect to the
Products to be provided under this AgreemmTL such
disclosure will be made only alter advance wrtttan notice, and
only under Ihe ten~s of a sepmate non~isctosure
agreement., all subject to Client's compliance ~ Trams
Public InformaUon Act, Chapter 552 of Texas Government
Code.
8_ Int~le~g~l Progertv.
(a) Client and SAIC shall each retain ov~emhip of,
and all right, 6lie and interest in and to, their rl~pecfive,
e~sting intellectual i:~'operty, and no licerme therein, whether
express er iml~led, is grant~:l by this Agreement or as a
result of the Products provided hereunder. To the estmTI the
parbes wish to grant to the o~er fights o~ interests in
pre-es~afing intellectual proped'y, separate license
agreements on mutuafly acaal~ab~e terms will be ex~cuted.
(b) Upon payment in full as required in each Task
Order, SAIC grants to Client a royalty-fl'aa, paid up,
weddwide, pa~:~etual, non-exctusiva, nan-lmnsferable license
to uso any Intellectual Properly inoerporated in any
deliverable item listed in Task Order, solely for tim Clieat's
internal busirmsa purposes. SAIC shall r~,ain owlershlp of
and un,~,~£,cted right to use any Intellectual Property. The
Products provided pumuanl Io this Agreement and any Task
Ordees are net "works for hire."
(c) Nothing in this Agreement shall prevent SAIC from
utilizing any Intellectual Property accluin~l er devak~ed
dudng the pertormanc~ of this Agreeme~ er any Task Order,
on behalf of itself and its furl.tm clients. SAIC may provide the
same or similar Produc~ fo~ o~hem, provided Ihet any Client
conflden'6el, propheta~y or trade saeret information is treated
in accordence ~ any non-disctoeure agreement executed
pursuant to Paragraph 7 above.
(d) As used herein, 'Intellectual Property' shall mean
inventions (whatt~er er not pater'finale), works of authorship,
trade sao'ets, techniques, know-how, ideas,
algorithms, and o~er intellectual prope~7 incorporated in any
Product and first created or developed by SAIC in providing
9. 3'" Party ~ Llcermee. Thin:l pa~y software
shall be governed excluelvety by the third party soffw~ro
license inctuded in applicable addenda. Unless othen~,e
stated in a Task Order, far any Beta/PitoUTdal effort no
licensing is granted under this Agreement.
10. Taxes. Clienl shell be solely responsible for the
cellect~on and payment or' any and all sales, use, value
added, excise, impart, p~vilege er other similar taxes, levies
or payments in lieu thereof, including interest and penalties
thereo~, imposa~ by any authority, government or
governmental agency arising out of or in connec~on with Ihe
padofmance of this Agraemegt by SAIC (other than those
levied on ~d~lC's income), imposed by any authority,
governmeof er govammenlal agency, and shall comply with
all applicable Ireaties, lewd, rules, er r~gulalJons related
thereto. In the event a taxing euthodty oanducta an audit of
this Agreement and determines Ihat an additional tax should
5/11r2oo5 SAK; ~ Pa~e 2
Ordmt~ Agre~m~t'~or P~le~lonat S~k:~
TERMS AND CONDITIONS
have be~n imposed on the Services or Deliverables provided
by SAIC to Client (other than those levied on SAIC's income),
Client shall reimburse SAIC for any such additional tax,
including interest and penalties thereon. Client shall make
such withholdings and payments, and limety file any return or
information required by h-eaty, law, nJle or regulalmn.
course of performance hereunder pno~ to the effective date of
terrninalion. Such mimbumabie co~ts may inctude, but are
not limited to, cancollalion fees, minimum consulting or
material fees, and non-refundable charges or fees for third
party products or services. However, Client shall provide
SAIC evidence of Client's tax exempt status.
11. Pemo, nnel. Personnel will at all ames be considered
employees er agents of the party providing such personnel
and will not for any purpose be c~:msiderad employees or
agents of the other party. Each par'ly shall assume full
rasport~bllity for the aclJone, or inactions of the personnel it
provides, and shah be sote~y respo~sibte for the suPennsion,
direction, controt, salaries, w~rkers' compe,nsatle~ coverage,
disebility and other insurance, benefits, and all other
obPgalJons r~luired by law relating to its personnel.
12. Tennlnaaon.
(a) For Conveniense: Unless othemnse stated in a
Task Order, either party may terminate a ~me and Materials
Task Order for any reason upon 30 days written notice Io the
other party.
(b) For Default: Either party may terminate this
Agreement end/or any Task Order(s) if (i) the other party tails
to perform a material obligation of the Agmernent and/or any
Task Order(s) in accordance ~ its terms and does not take
effods to cure such failure within a period of 30 days affor
m,~ipt of no,ce fm~n the non-breaching party spaci~ng such
h~ilum; er (i0 the ~ party becorne~ insolvent or the subject
of p~ings under law relating to bankruptcy or the mtief of
debtom er admits in writing its inability to p~ay its debts
generally as they become due. In addition, SAIC may
terminate this Agreement and/or any Task Order(s) effective
immediately upon written noise to Client if Client fails to
make any payment in full as and when due under this
Agreement and/of any Task Order(s). Subject to Paragraph 3,
unles, s o, then~sa stated in the ten'ninatino notice, termination
of [his Agreement will not result in terminetion of Task Orders
sUII being performed hereunder as of the termination date of
this Agreement. In the event this Agreement is terminated
and particular Task Order(s) are not, those surviving Task
Order(s) sha~l i'~'nain sutYJeot to the terms and conditions of
this Agreement dudng the pared of parfo~Tnanco of the
sonnving Task Order(s).
13. ~ el' Ten~lnalion.
(a) Upon ten'ninetmfl of this Agreement, each party
shall pro~y ratum to the other any and all personal
pro~ of the o~er held by such party; provided, that if, and
so long as, any fees required [o be paKI by Client Io SAIC
have not been paid, the~ SAIC shall not be required to return
to Clie~ any personal pn3per'ty of Client held by SAIC, and
SAIC shall have a lien on such property to the extenl of the
amounts unpaid by Client.
(b) Upoe lerminatioe of any Task Order(s), each
party shall p~3mptly return to the other any and all personal
property of the other held by such party relating to such
terminated Task Order(s); provided, that if, and so long as,
any fees recluirad to be paid by Client to SAIC ~ not be~n
paid, ther~ SAIC shaJl not be required to return to Client any
pamonat proflerty of Clleof ha~d by SAIC, and SAIC shall have
a lien on suc~ proflerly to the extent of ~ amounts unpaid by
Client.
(c) Termination will not affec~ payment obligapOns
incurred under th~s Agreement arid/or any Task Order(s) fur
Products provided and work perfon'ned pedr to the elfecfive
date of termination, and for any costs incurred, including,
without limitation, commitments to purchase products or
services [mm third parties that SAIC entered into dudng the
14. Limited Wan'antv.
(a) SAIC warrants lhat the Products provided under
this Agreement shall be performed with that degree of skill
and judgment normally exerctsed by recognized professional
firms pedorming sennces of the same or substantially similar
nature. The ac4e and exctushm remedy for any broach of the
ferego~ng wanqanty shah be that SAIC, at its ova3 expense,
and in response to written notice of a warranty cteim
specifying in detail the no~-ccmformifles delivered by Client to
SAIC within 90 days alter SAIC has provided the Producis at
issue, shall, at its ow~ option, either (1) re~,edorm Ihs
Services and/er core,ct the Delrverables to conform to this
standard; or (2) refund to Client the amount paid for the non-
confon'ning Products at ~'SUe.
(b) SAIC SPECIRCALLY DISCLadMS ANY OTHER
EXPRESS OR IMPEED STANDARD~, GUARANTEES, OR
WARRANTIES, INCLUDING ANY WARRAN'nES OF
MERCHANTABlU'r'Y, FITNESS FOR A PARTICULAR
PURPOSE OR NON4NFRINGEMENT, AND ANY
WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A
RESULT OF CUSTOM OR USAGE, ANY WARRAN'r'Y OF
ERROR-FREE PERFOR~.NCE, OR ANY WARRANTY OF
THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE
CLIENT'S HARDWARE, SOFTWARE, FIRMWARE, OR
COMPUTER SYSTEMS.
(c) Client represents and wan'ants te SAIC that Client
has the right to use, discJose and disseminate the
information, specifications and dat~ that it has provided or will
provide to SAIC in order for S,aJC to prov]da the Products
ident]fiecl in Task Orders incerporat~d into Exhibit A. Client
further represents and warrants b"mt pa~sessJo~ and use of
that information, spectflcalions and date by SAIC under the
terms and conditions of this Agreement will no[ censtitute an
infringement upon any patent, copyright, linde secret, or other
intellectual property right of any third party.
15. 3'~ P~l'b/ War~l'lt~ alld Malrlteflanr,.e. For any
materials am:l er suppties furnishad bursuanl to this
agreement or any Task Order placed hereunder, unless
specifically stated in a Task Order, ali warranties and
maintenance, if any, provided by the manufacturer shall pass
to the Client to the extent granted by the manufacturer.
16. Umltaflon of Uabllltv.
(a) SAIC's total liability to Client ~or any and all
liabilities, ctaims or damages adsing out of er rotating Io this
Agreement, howsoever caused and regardless of the legal
theer'y asserted, incioding br~ach of contreot or warranty, tort,
st]~ct liability, statutory liability or otherwise, shall not, in
aggregate, exceed the amount actually paid to SAIC under
the specific Task Order at iasue.
(b) In no event shall either SAIC or Client be liable to
the other for any punitive, exemplary, special, indirect,
inddentel or consequenlJai damages (including, but not
limited to, Iosl profits, lost business oppodunities, loss of use
or equipment down time, and loss of or corruption to data)
adsing out of or retabng to this Agreement, regardless of the
legal [hao~ under whmh such damages ara sought, and even
if Ihs parties have been advised of the possibility of such
damages or loss.
17. Ngn-W~lYer of Rlghtll. The failure of either pady to
Basic Ordedng Agreement Ira' Pm[~4ional Santitas
TERMS AND CONOtTIONS
insist upon performance of any provision of this Agreement,
or to exercise any right, remedy or option provided herein.
shall neither be co~strued as a waiver of the fifight to assert
any of the same or to rely on any such terms or conditions at
any time thereafter, nor in any way altec[ the validity of this
Agreement.
18. Righ~ and Remedies Not E~clu~ive. Unless
otherwise expressly stated herein, no dght or remedy of a
party expressed herein shall be deemed exclusive, but shall
be cumulative with, and not in subs~totion for, any other dght
or remedy of that party,
19. SevembllRv. I1' any covenant, condition, term, or
provision contained in this Agreement is held or finally
determined to be invalid, illegal, or unenforceable in any
respect, in whole or in pad, such covenant, condition, term, or
pmviS~n shall be sever~:l from this Agreement, and the
remaining covenants, conditions, terms and grovisions
contained he, in shall continue in force and effa~, and shall
in no way ha affected, prejudiced or disturbed thereby.
20. CQnflh;~lng Pt~vt~Jooe. This Agreement and all of
the exhibits, schedules, and documents attashed hereto are
intended to be reed and construed in harmony w~th sash
other, but in the event any provlaio~ in any atlachment
conflicts with any provimO~l of this Agreement, then this
Agmern.erit shall be deemed to control, and such conflicting
provision, to the extent it conflicts, shall be deemed removed
and replaced with the ges~ming proviSiOn here~n.
21. A~l~ne~tt. Neither party may sell, esmgn, transfer,
or othen~sa ccmvey any of its dgh/s or delegate any of its
duties under this Agreement without [fie prior written co~sent
of the other par[y, which co~sent may nol be unreasonably
withheld. Notwithstanding /he toregoing, SAIC may wftho~t
viotaflon of this paragraph engage the sentic~s of
independent co~b-actocs to esmst in the parformanco of ils
duties hereunder.
22. ADDIIgable I. aw. This Agreement shall be governed
by and consth.md unde~ the laws of [he Slate of Texas.
without regend to its laws retafing to confllc* or choice of law~.
23. Irl~r~l~ation, The captions and headings used in
this Agreement are selely for the c~vanienoe of the parties.
and shall not be used in the interlxetaben of the text of this
Agreement. Each party has read and agreed to the sped'ftc
language of this Agreement; Iheretore no conflict, ambiguity,
or doubtful interpn~taUon shall be consbued against [fie
drafter.
24. [:)i~m~. Ctient and SAiC agree to first enter into
negotiations to resotve any controversy, c~aim or dispute
('Dispute') adsing under or reJafing [o this Agreement. The
pantes agree to negotiate in good faith to reach a mutually
agreeable resolution of such Dispute within a reasonabk~
period of time. If good faith ~s am unsuc~sssful,
Client and S.,AIC egme to resotw~ the Dispute by b~nding and
final art.~b~[Ion in acc~dance with [fie Commercial Arbitration
Rules of the American .Arb;b ~l~:m Association [fien in effect.
The arb;butCh shall take lilacs in a location mutually agr~nd
upon by par~es. The arbitTator(s) shall be boun~l to follew
the provisions of this Agreement in resolving the Disl:mte, and
may not award specific perfom~ance or ponifive damages.
The decision of Ihs arbifl'ator(s) shall be final and binding on
the parties, end any ewan:l of [fie arbd]'ator(s) may be entmed
or enforced in any court of competent juifsdicl~on. Any
request few art~bulJon of a ctaim by either party against the
other retat~g to this Agre~nent must he flied no later than
one y~er after the dale on which SAIC completes
pa~:~TmnC~ of the Products specified in [fie Task Order at
issue.
25. Force 14aJeum. Neither party shall be liable for any
failure of or delay in performance of its obligations under this
Agreement to /he extent such failure or delay is due to
circ~Jmstances beyond its reasonable control, including,
without limitation, acts of God. ac/s of a public enemy, fires.
floods, wars. civil disturbances, sabotage, accidents,
insurrections, blockades, embargoes, Norms, expiosions,
labo~ disputes (whether or not the employees' demands are
reasonable and/or wftflin the party's power to safisly), acts of
any govemmental body, failure or delay of third panes or
governmental bodies from whom a party is obtaining or must
obtain approvals, authorizations, licenses, [Tanchisos or
permits, or inability to obtain labor, materials, power,
equipment, or transportaUon (collectively refan'ed to heroin as
"Force Majeure"). Each party shall use its reasonable efforts
to minimize the duration and consequences of any failure of
or delay in pedormanco resulting fro~ a Force Majeure event.
26. MultioJe Copkm or Countergart~ of A~mement.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of whic~ together shall constitute one and the same
inslnJment. This Agreement shall not be effective until the
axenution and delivery peivmen each of the parties of at least
one sat of the c~unteq:~rts.
27. Notlua~ All nofices or other written communication
reduire~ or permitted to be given under any provision of this
Agreement shall be deemed to have been given by [fie
notifying party if mailed by ced~ed mail, fotura receipt
requested, to Ihe receiving party addressed to its mailing
address set forth in Section II of trite Agreement, or such
other address as a party may designate in wfifin9 to the other
party. Add~, notices sent by any other means (i.e., U.S.
mail, [acsimile, overnight delivery, courier, e-mail, etc.) may
pe acceptable subject to written confirmatio~ of belh [fie
bans~issien and receipt of the notice.
2B- Reletlor~hlD of Pl~rtle~. SAIC is an independent
c~,~=ctor in all rea{~cte with regard to this Agreement.
Nothing contained in this Agreement shall be deemed or
constnJed to c~eate a partnership, joint venture, agency, or
olt~r relationship other than that of cobb'actor and c~Jstomer.
29. Third Parl¥ I~noftclar~. This Agre~rnant does not
create, and shell not be c~st~ued as creating, any rights or
interests enforosab~e by any pareo~ not a party to this
Agreement.
30. Waiver m' Modlfl~atl~. This Agreement may be
modified, er part or perfs hereof wahn~, only by an
instrument in writing specifically ~ [his Agreernent
and signed by an authorized re~ of the party
against whom enforcemant of the puq)orfad medlficafion or
waiver is sought.
3t. Endre Agr~nent. This Agreement, including Task
Ordain inc~'porated into Exhibit A, which are hereby
incoqx~'aled by reference, constA'utea Ute entire agreement
and understanding between the parbes and supa~sedes and
refltac~s any and all prior o~ co~ternpo~nenus pmposale,
agreeme~fa, understandings, c~nmitmenls or
representatfa~s of any kind, whether written or oral, relating to
the subject matter hereof or If~ Products to be furnished
hereunder
32. Survival. The provisions of paragraphs 4, 5, 7, 8, 9,
11, 12, 13, 14, 15, 16, and 24 - shall survh~ the expiration or
termination of this Agreement.
~ 1/2~5 SAIC Confldem~ Page4
Basic On~efing kg~'mmt'r=,r Pmlsssional Se~vlc~
TER~S AND CONDITIONS
A~I-ACHMENT 1
Elements of each Task Order may include any of the following parameters, but must include items (1), (2), (3), (4), (5), (9),
(11), (12), (13) and (14):
( I ) T~sk Order Name and Number
(2) Date of Task Order
(3) Estimated Period and Place of Performance
(4) Statement of Work
(5) Deliverable Items (if any) and Acceptance Criteria
(6) Number of Level of Effort Hours Accepted, ifnxtuired
(7) Labor Category Name(s) & Rate(s) Proposed per Task Order
(8) Estimated Cost of Subcontractors, Other Direct Costs and Travel
(9) Client Furnished Information or Material
(10) To~.l Estimated Funding Accepted per Task Order
(11 ) Total Estimated Ih'icc per Task order
(12) Payment Terms, established at net 30 days
(13) Billing Schedule:
(a) For Time & Mai=hal Agmemeots, invoices will be prepared every two weeks and will be due immediately
Co) For Firm Fixed Price Agreements:
(i) Include specific payment schedule
(ii) Determine if Task Order is all-inclusive or not all-inclusive per paragraph 5 Co). If not all-
inclusive, determine the cost of any goods and materials purchased, travel expenses and miscellaneous out of pocket expenses
incurred in performing the Services, which will be subject to administrative and overhead charges.
(14) Termination Dale per Task Order
(I 5) For Firm Fixed Price Agreements, establish the following:
(a) Accep~nce criteria and process
(b) Change order process
(c) Key assumptions
5/11/20~5 SAJC Coofldentlal Page 1
San L~ego, CA 9212~
Fax: (SSS) ~
To: Leonard -S¢o~
~: 361.826.3741
Iqma~ 361.826.3772
Exhiblt A
LaToya Vann, ContTacts Represe~l,=Live
2(induding c~,~')
May 16, 2005
i"~ Lhlll,l~t ~ Foc R(Fv~ 0 Plea~H~ f.,~me~{ 0 Plem RL'ldy 0 I~eaie Ila;l~_.J~
The following is Exhibit A we discussed Inis rnoming. Please confirm reC~pt or fax. If you have any
questi(~s I can be reac~ed at 85~.826.,3659 or emall vannl~saic.corn,
Thank you,
Basic O~dm! Ag~eem~t fur ProM~ional ,~ewice ~
TERMS AI~, C OflDl~Ol~
"'ask Ord~ No. 200S-eN)9-04)1
Name of Tesk Order
Exhibit A
VVireleas Expansion Phase I
Dete of Task Order
April 18, 2005
Termination Date of Task Order June 30, 2005
Estimated Period of Performance 3 months
Type of T~m.k Order (e.g. Time &
Maim'iai or Firm Fixed Price
Total Price of Task Order
Firm F~xed P~ce
$22,128.47
Billii-,~ Schedule/Payment Ten'ns Invoice upon shlpmenl; ~ayment terms net 30 days
Statement of Work
Am:r_.eplance Criteria
Cliermt Furnls.hed Information
SAIC wilt provide the City of Corpus Christi with t~e following
equipment:
2 PTP Bases (Model ~ BULB-28-5.8)
- 2 PTP Remo{e Bridges (Mndel # RB-B-28-5.8)
· I Base Statiorm with Network Interr3ce Card (Model # AU-D-
BS-5.8-120-VL)
I CAT5 Cable (Model # C~L-CATS, 50m)
1 Base Stalton Chasis (Model ~: BS--SH)
2 Chasts Power Supples (Model # BS-PS-AC-VL)
2 54 Mbps Outdoor Subscriber Units (Model # SU-X-5.8-54.-
BD-VL)
2 54 Mbps Outdoor Subscriber Units (Model ~U-A-5.8-54-
BD-VL
AJl equipment will be sh~ to 1he City of Coq3us Chfisti's
cent~l warehouse.
Accel::{ance will be estai31ished upon receipt of equipment with
related bills of lading
Ship. rig address and point of contacl at the centTal warehouse
Other Terms and Condil~ons
Limtlation of Liability
The City of Co~'pus Chnsli '*ail perform any required Siba
Surveys to confirm satisfactory line-of-sight conditions amd
cenFurrn sufficient availabil~y of clear spec'm~m
The City of Corpus Christi will be solely responsible for site
se~ec"t~on, site preparation and instaltstlon of eli equipment and
all backhaul connectivity to the Point-l]u-Point Bases.
Antennas f~r the Point-lo-Point links are not included.
The City of C4:xpus Christi is responsible for providing all
required AC po~er to operate the equipment
The City of Corpus Christi is responsible for providing any
connec~ors required for Ihs 54 Mbps Outdoor EAJbscriber Units
and any required data cables to connect [o the Tm[Dos
equipment
The Total Pdde of Task Order above only reflects the pdce of
equipmenL Any shipping, handling, taxes and any other costs
[or logistics related Io the equipment wa be added to the Tolal
Price o~ Task Order to determine the Final invoice amount.
LiabBty wi! be limited to I/~e warranties provided by the
manufac~xer. SAIC will not be liable [~r any reduction in
performance of the equipment resurtlng fi'om, but not limited
[o, site selection, speciTum analysis, installation, site
preparation, line-of-sight analysis or any other activity by the
C/ty of Corpus Christi,