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HomeMy WebLinkAboutC2006-275 - 6/1/2006 - NA .~..-... .......~...~.. ....... . .--~ Basic Ordering Agreement (BOA) for Professional Services Contract No. City of Corpus Christi Amendment Number 001 The purpose \)f tlm. amendment is w extt:nd the tenn of the Professional Services Agreement between he CIty \ If orpus ChrISti and SAW from \1arch 31. 2006 to September 30, 2006. :::. All other pro\!lsion~.l enDS, and Condltions of the Agreement remain unchanged. In considerallon oithe mutual obligations assumed under this Amendment Number 001, SAlC and Customer agree to the amended T erm~ and C\mditions and represent that this Agreement is executed by their dul\ authorized represematl\es. CITY OF CORPUS CHRISTI ---- -- --- - By: ~ame: _ it- ~_D\:::~ _ _ rItle. _ _ lA _ r "~~ if ____ , r '"" '../ Date _ _~__.J...__ .~_.____ ..--l I I --1 .~ i .--.J Name: , Title: Date: By -i I .~ I (, Approved as to form: ..:..:.L .....jJ 47.., > -f' 1'--. -.- Lisa Aguilar Asaistant City Attorney For City Attorney 2006-275 06/0 t /06 SAle ial Pa~e 1 of 1 '"' ''''1... '"' i" "..,.....----- .~ (P. j. " ;'DIOjeeOVl:"f'C Basic Ordering Agreement (BOA) for Professional Services Contract No.: _'__M__M' '___M'_ SAle S.roject No.: Modification No.: __ Modification Date: This Agreement, effective April 4, 2004, IS between the City of Corpus Christi ("Client"), a Texas corporation, having an office at 1201 Leopard Street. Corpus Christi, Texas 78041 and Science Applications International Corporation ("SAIC"), a Deiaware corporation, 'laving an office at 10260 Campus Point Drive, San Diego, California 92121. I. DESCRIPTION OF PROFESSIONAL SERVICES SAIC shall provide via this Basic Ordering Agreement ("Agreement") to Client, Professional Services ("Services") and or deliverables ("Deliverables') as described in specific Task Orders to be issued in accordance with paragraph 1 (e) of the Terms and Conditions Section of this Agreement. The Services and Deliverables shall be collectively referred to as the "Products" T'Ie general scope of work for Task Orders issued under this Agreement is as follows SAIC may provide equipment and profeSSional services. which may include conceptual designs, network designs system architectures, system engineering, site surveys, site selections, frequency analyses, systems integration 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 attached as Exhibit A A new Task Order will be created 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 Name ( "It - . LaToya Vann Title: jJ. i Contracts Representative Company Name City of Corpus Christl SAIC Address: 1201 Leopard Street 10260 Campus Point Drive, MS-W2 Corpus Christi. Texas 78041 San Diego, California 92121 Tei No. Fax No. Email -~ 6 Tel. No. (858) 826-3659 lj .; Fax No. (858) 826-6360 I' Email vannl@saic.com j In consideration of the mutual obligations assumed under thiS Agreement, SAIC and Client agree to the Terms and Conditions attached hereto and incorporated by reference and represent that this Agreement is executed by duly authorized representatives as of the dates below, J(" AGREED BY: CITY OF CORP SCIENCE APPLlCATJONS INTERNATIONAL CO. RPORATION\......~..'.' ;~ . , . ~. l .. It '~r ' , " I By l,/ !v II\... ' f\./T~\-/ Name: Lg~yJ Vann i Title Contracts Representative Date By Name Title Date AppftMd as to form: l AppIwtd BI to bm:,. ;' // :~' iar Yfty .Attorney ';vf~ttorney " ,,""-" , " . \"-:,.(''- .'- Dsa AgUilar' ' Assistant City 'Attorney For City Attorney .......'......- ~ ,.'-, Basic Ordering Agreement for Professional Services TERMS AND CONDITIONS Prloducts. (a) Any Products to be furnished under this Agreement shall be ordered by Issuance of a Task Order as described In Paragraph 1 (c) and executed by the individuals deSignated in Section Ii above Only SAIC's deSignated Representative, as set 'orth ,n Section : IS authorized to accept Task Orders.'3AIC has the right. at its sole discretion tc decline to -lccept specific T'ask C;reers. (b) The Products m be 'urnlshed under this A.greement will be performec on either a "firm fixed ;:>rlce" or or 'time anc materials ~ Ie T&M" basis as described in Paragraph 4. ~hls determination shall be mutually agreed Joan and statee Ir' each Task 8rder 1 n the case of a T&M arrangement Clach 1 ask Order that Isssued Will rave a specific total estimated price that reflects the negotiated labor ane other direct costs reqUired to perform the specific Statement of Vv orK for that Task Order. Labor estimates. categories and rates will be developed for each TaSK Order to support the specific work cequirements Identified for the respective Task Order and will De proposedn each TaSk Order pursuant to Paragraph : (c belovv SAle does not guarantee that the Products can be complete,j Within the estimated price for a speCific TaSK Or'Jer 2. n the case of Firm :'Ixed Price Arrangement: a) each Task Order will have a specific total price to perform the specific Statement of Work for that TasK Order, anc. b) SAIC will jeliver the Proclucts deSCribed in the Statement Of Work fer that TaSK Order (e) All TaSk Orders Issued hereunder are subject to the terms and conditions of thi~ Agreement -he Agreement shaH control in the even1 of conflict regarding terms and conditions with any Task Order Client will prOVide SAIC with a ~ask Order Request fo~ Quotation ('RFQ") along with a description o. the Products being requested in the form of a Statement of Work SAle will respond to an RFQ oy providing a proposal that will Include. at a minimum. a proposed pnce for that particular TaSK Order. Client will then issue a Jroposed Task Jrder containing the information listed In -Attachment 1,)pon mutual agreement of the parties the Task Order shail be executed by the individuals designatec in Section II above. (d) For Time and Matenals Agreements 1. The Olient shall have no obligation to make any payment to SAIC In excess of the total estimated price per Task Order, and SAIC shall have no Jbligation to continue to perform work beyond a Task Orders total estimated price, even if the Services have not beer completed and/or the Deliverab!les have not been delivered. If at any time SAIC believes that the price of the Products under a particular Task Order wilt be substantially greater than the estimated price for the specific Task Order. SAIC will notify Client and provide a revised eftimate for performing the work. The parties may, by mutual written agreement. increase t'le total estimated price of each Task Order 2. SAle may take theollowlng actions. In its discretion, with prior concurrence from Client, so iong as SAle does not exceed a Task Order's total estimated price: (i) Use fewer hours of one labor category and more hours of another labor categoryJr categories, and (ii) Vary the expenditures between the estimated labor amounts and the other direct cost expenditures (e,g. use more labor and less travel). 2. P'IFe of Performance. The Services shall be performed and the Deliverables shall be developed primarily at SAIC's place Of business or such other place as shall be 5/ mutually agreed by the parties. 3. Effective Date: Term. This Agreement shall be effective as of the date first above written (the "Effective 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, or terminated in accordance With Paragraph 12 hereof. The period of performance for Task Orders issued under this Agreement will be as defined ,n the specific Task Order. Notwithstanding any provision nereln to the contrary, SAIC is not obligated to provide Products extending six (6) months beyond the expiration or termination of this Agreement. 4. Payment Terms (Time and Materials). (a) Should SAIC be required to provide the Products on a Time and Materials basis under a Task Order, the amount to be paid to SAIC for labor shall be computed by multiplying the applicable hourly billing category and rate set forth in the governing Task Order by the number of direct (,ours performed. Fractional parts of an hour shall be payable on a prorated basis. The labor hour categories and billing rates set forth in the governing Task Order shall be effective through the Term of the Task Order. (b) Client shall reimburse SAIC for the cost of all goods and materials purchased for use in performing the T'ask Order. as well as for all reasonable travel expenses and miscellaneous out-of-pocket expenses incurred in connection With performing the Task Order. However, all costs shall be documented on the Task Order submitted for Client's prior approval. These expenses shall be subject to the administrative and overhead charges provided in the governing Task Order. (c) Client shall make payment to SAIC according to the schedule and provisions set forth in the governing Task Order. SAIC shall have a lien upon and may retain or repossess any and all Products if Client does not make full payment to SAIC. (d) Unless otherwise stated in the governing Task Order, SAIC shall provide an invoice to Client every two weeks for Services performed, Deliverables delivered and expenses incurred by SAIC pursuant to Task Orders under thiS Agreement. Invoiced amounts are immediately due and payable by either electronic funds transfer (EFT) or by mail to the following iocation(s): By EFT: Science Applications International Corporation c/o Citibank, NA 399 Park Avenue New York, New York 10043 Account No. 30547584 ABA No. 021000089 SWIFT: CITIUS33 Reference: contract no. and invoice no. By Mail: Science Applications International Corporation Post Office Box 223058 Pittsburgh, Pennsylvania 15251-2058 Reference: contract no. and invoice no. (e) If Client's action or inaction results in non-receipt 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 percent (1 %) per month shall be charged on all amounts unpaid and outstanding. If Client's action or inaction SAIC Confidentiai Page 1 ~....._- .5J.C. w.~ Basic Ordering Agreement for Professional Services TERMS AND CONDITIONS results in non-receipt of payment by SAIC, SAIC shall have the right, exercisable In SAICs sole discretion In addition to its other rights and remedies, to immediately cease further performance under the applicable Task Order 5 Pavment Terms (Firm Fixed PriceL (a) Should SAIC be requ,red to ~)rovide the Products on a f=irm Fixed Price baSIS under a Task Order, the Client shall pay SAIC the price set forth In tne Task Order Payments shall be made aCG:)rding to the schedule and provisions set forth In each Task Order. SAle shall have a lien upon and may retain or 'epossess any arc! all Prooucts if Client does 'lot make full payment te SAie (b) !f the Task Order price is 'lot ail-Inclusive vvhlch snail be identified 'n the Task Order. addition to the pnce. (llent shall reimburse SAIC for the cost of any gOOdS and matenals purchased for use !'l performing the Services or Which are Incorporated in any Deliverable. as well as for reasonable travel expenses and rniscellaneous (Jut of pocket expenses Incurred n performing the Services, However, all costs shall be documented on the Task Order suomltted for Client's prior approval. Such costs and expenses shall be subject to the administrativE and overhead charge provided In each Task Order (c) InVOiced amounts are Inmediately due and payable by either electronic funds transfer (EF~' or by mail te the following 'ocation's) By EFT: Science Applications International Corporation :/0 Citibank N~A 399 ParkA.venue New York New York 1 ()[)43 ::"ccount No. 30547584 A.BA No, )21000089 SWIFT CTuS33 :Contact Donald Spedder 302) 324-6377] Reference contract no. and invoice no, By Mail: Science Applications International Corporation Post Office Box 223058 Pittsburgh Dennsylvan,a 1 ";25 .2058 Reference contract no. and Invoice no. (d) if Clients action or Inactien results ,n norHecelpt aT payment by SAle for the total amuunt of an InVOice Nithin thirty (30) days of the date of such inVOice. I'lterest compounded at the rate of one percent (1 % i per month shall thereafter be added to all amounts unpaid and)utstandlng. If Client's action or Inaction results ,n nen-receipt)f payment by SAle. SAIC shall have the right exercisable In SAle s sole discretion, in addition to its other rghts and remedies, to immediately cease further performan~e under 'he applicable TaSK Order 6 R_ources to be Provided bv Client. Client shall provide, maintain and make available to SAle. at Client's expense and in a timely manner. the resources listed below. and such other additional resources 3S SAle may from time tc time reasonably request if cunnectlon wiH-, SAle's provision of the Products Client acknowledges and agrees that delays in the provision of these-esources may "esult in delays and/or additional cost in pwforming tne applicable TaSK Order 5, (a) Qualified Client personnel or representatives who will be designated by Client to consult with SAIC on a regular oasis in connection with the Products, as well as documentation or other information necessary to perform the Services and/or deliver the Deliverables. (b) Access to Client's premises and appropriate workspace for SAIC personnel at Client's premises as necessary for performance of those aspects of the Products to be performed at Client's premises. 7. Confidentialitv. In the event either party determines that it is necessary to provide confidential, proprietary, or trade secret Information to the other party with respect to the Products to be provided under this Agreement, such disclosure will be made only after advance written notice, and only under the terms of a separate non-disclosure agreement all subject to Client's compliance with Texas PubliC Information Act, Chapter 552 of Texas Government Code 8. Intellectual ProDertv. (a) Client and SAIC shall each retain ownership of, and all right, title and interest in and to, their respective, pre- existing intellectual property, and no license therein, whether express or implied, is granted by this Agreement or as a result of the Products provided hereunder. To the extent the parties wish to grant to the other rights or interests in pre-existing intellectual property, separate license agreements on mutually acceptable terms will be executed. (b) Upon payment in full as required in each Task Order, SAIC grants to Client a royalty-free, paid up, worldwide, perpetual, non-exclusive, non-transferable license to use any Intellectual Property incorporated in any deliverable item listed in Task Orders, solely for the Client's internal business purposes. SAIC shall retain ownership of and unrestricted right to use any Intellectual Property. The Products provided pursuant to this Agreement and any Task Orders are not "works for hire," (c) Nothing in this Agreement shall prevent SAIC from UtillZli1g any Intellectual Property acquired or developed during the performance of this Agreement or any Task Order, on behalf of itself and its future clients. SAIC may provide the same or similar Products for others, provided that any Client confidential, proprietary or trade secret information is treated !r accordance with any non-disclosure agreement executed pursuant to Paragraph 7 above. (d) As used herein, "Intellectual Property" shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated in any Product and first created or developed by SAle in providing the Products. 9, 3rd Party Software Licenses. Third party software shall be governed exclusively by the third party software license included in applicable addenda. Unless otherwise stated in a Task Order, for any Beta/Pilot/Trial effort no licensing IS granted under this Agreement 10, Taxes. Client shall be solely responsible for the collection and payment of any and all sales, use, value added, excise, import, privilege or other similar taxes, levies or payments in lieu thereof, including interest and penalties thereon, imposed by any authority, government or governmental agency arising out of or in connection with the performance of this Agreement by SAIC (other than those levied on SAle's income), imposed by any authority, government or governmental agency, and shall comply with all applicable treaties, laws, rules, or regulations related thereto. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should SAIC Confidential Page 2 ~ ",""'" Basic Ordering Agreement for Professional Services TERMS AND CONDITIONS have been Imposed on the Services or Dellverables provided by SAIC to Client I. other than those levied on SAles Income), Client shall reimburse SAIC for any such additional tax, including Interest and penalties the(eon. Client shal' make sueri withholdlngs and payments ane! timelY file anv return or information requireej bV treaty lav'.' me or regulation 11 P.sonnel. Personnel will at all times oe considered employees or agents of the party voviding such personnel and will not for any purpose be considered employees or agents of the other party. Each Jarty shall assume full responsibility for the actions or inaCtiOns of the personnel it proVides, and shall be solely responsible for the supervision. direction, control, salanes, workers ,;ompensation coverage, disability and other Insurance benefits and ali other Obligations required by 'aw relating to ,ts personnel 12 Twmination. (a) For :onven,ence Jniess otherwise stated In a T aSK Order either party may terminate a Time ane) Materials T as~. Order for an y reason upon 30 clays written notlet" to the otr'er party (b) For Default Either pa:1y mayermlnate this Agreement and/or any Task Order(s)f (i) the other party fails to perform a material obligation of the Agreement and or any Task Order(s) dl accordance with Its :erms and does not take efforts to cure such failure Within a period of 30 days after receipt of notice from the non-breaching party speCifying such failure; or (ii) the other party becomes insolvent or the subject of proceeclings under law relating to bankruptcy or the relief of debtors or admits in Writing its inability to pay Its debts generally as they become due addition. SAle may terminate this .""greement andor any Task Oreer(s) effective Immediately upon written notice to ,~Iient If::;lient 'ails to make any payment ir full as ane when due under this Agreement andior any ~ask Order(s) Subject te Paragraph 3. uniess otherwise stated In the termination notice. termination of thiS Agreement will not resuit In termination of Task Orders Still being performed hereunder as O' the termination date of thiS Agreement the event thiS Agreement IS terminated and particular ~aSk Order(s) are net. those survivinSJ Task Crdens) shall remain subject to the ;erms ane conditions of thiS Agreemenl (jurin~J the period J perforMance f the survIving Task Order(s) 13 Effect of Termination. (a) Upor termination of thi," Agreement, eaCil party snail promptly return to the other any and all personal property of the other held by such party: provided, that 1+, and SO long as, any fees required to be paid by Client to SAIC have not been paid then SAle shall not be required to return te Client any personal property of Client held by SAle. and SAle shafl have a lien on such property to the extent of the amounts unpal(1 by Client. (b) U por' termination of ar y TasK Order( s I each party shall promptlY return to the other any and al! personal property of the other held t,v such party relating te such term inated Task Order(s); prov'dee that if, and so long as, any fees required to be paid by Clien: to SAIC have not been paid, then SAle shall not be requirec to return to C:::lient any personal property of Client held by SAIC, and SAIC shall have a lien on such property to the extent OC the amoLnts unpaid by Client (c) Termination wil! not affect pavment obligations incurred under thiS Agreement andlo' anV TaSk Order(s) for prOducts provided and work performed prior te the effective date of termination. and for any costs Incurred, Including, Without limitation. commitments to purchase products or services from third oartles that SAIC entered into dUring the Sf course of performance hereunder prior to the effective date of termination Such reimbursable costs may include, but are not limited to, cancellation 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. 14. Limited Warranty. (a) SAIC warrants that the Products provided under this Agreement shall be performed with that degree of skill and Judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. The sole and exclusive remedy for any breach of the foregoing warranty shall be that SAIC, at its own expense, and in response to written notice of a warranty claim specifying in detail the non-conformities delivered by Client to SAIC within 90 days after SAIC has provided the Products at Issue, shall, at its own option, either (1) re-perform the Services andlor correct the Deliverables to conform to this standard; or (2) refund to Client the amount paid for the non- conforming Products at issue. (b) SAIC SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CLIENT'S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS. (c) Client represents and warrants to SAIC that Client has the right to use, disclose and disseminate the Information, specifications and data that it has provided or will proVide to SAIC in order for SAIC to provide the Products identified in Task Orders incorporated into Exhibit A. Client further represents and warrants that possession and use of that ,nformation, specifications and data by SAIC under the terms and conditions of this Agreement will not constitute an Infringement upon any patent, copyright, trade secret, or other Intellectual property right of any third party. 15. 3rd Party Warranties and Maintenance. For any materials and or supplies furnished pursuant to this agreement or any Task Order placed hereunder, unless speCifically stated in a Task Order, all warranties and maintenance, if any. provided by the manufacturer shall pass to the Client to the extent granted by the manufacturer. 16. Limitation of Liabilitv. (a) SAIC's total liability to Client for any and all liabilities, claims or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, stnct liability, statutory liability or otherwise, shall not, in the aggregate, exceed the amount actually paid to SAIC under the specific Task Order at issue. (b) In no event shall either SAIC or Client be liable to the other for any punitive, exemplary, special, indirect, Incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of use Jr equipment down time, and loss of or corruption to data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even f the parties have been advised of the possibility of such damages or loss. 17 Non-Waiver of RiQhts. The failure of either party to SAIC Confidential Page 3 ~" .- SAC. """"" Basic Ordering Agreement for Professional Services TERMS AND CONDITIONS insist upon performance of any provision of thiS Agreement, or to exercise any right, remedy or option provided herein, shall neither be construed as a waiver of the nght to assert any of the same or to rely on any su(;h terms or conditions at any time thereafter nor in any way Jffect the validity of thiS Ac;reement 18 Riahts and Remedies Not Exclusive. unless otherwise expressly stated herein, . 0 right 01 remecJy of a partv expressec r,ereir shall be dee'ned exclusive. Dut shall be ::umulative witr anc' not n substlLltion far my ctner right 0' r8medy of that ,)arty 19 Severabilitv. dny Go/enant, condltionerm, or provision contained Ir trllS Agreer'ent is held cr finally determined to be ,nvallo, illegai o. unenforceable In any respect, in whole :Jr In part, sUGh~ov~:nant condition, term, or prOVISion shali be severed frorn ths Agreement and the remaining covenants conditions, terms and prOVisions contained herein shall continue in force and effect and shall 'r10 Nay be affected, prejudlcea or d sturbed thereby 20 Conflictino Provisions. ThiS Agreement am: all of the exhibits, schedules and ,jocuments attached Ilereto are intended to be read and construec In harmcny with each other. but In the event any proviSion WI any attachment conflicts with any proviSion of this Agreement, then this Agreement shall rJe deemed to cont'ol, and sllch conflicting prOVision, to the extent it conflicts. shall be deemed removed and replaced With the governing proVISion herein 21 As&ianment. Neither party may sell assign. transfer, 0' otherwise convey any of ItS nghts or delegate any of its duties under this Agreement Without 'he pnor written consent 0' the other party which consent may not be unreasonably Withheld. Notwithstanding the foregOing. SAle may Without Violation of thiS paragraph engage the services of Independent contractors to assist In the oerformancE of its duties hereunder 22 AllDlicable Law. ihls Agreement shal' be go.;erned by and construec under the laws jf the State of fexas. Without regard to its laws relatrng to ccinflict or choice oj laws. 23 In.rpretation. The captions and neadings used in this Agreement are solely for the convenience of the parties. and shall not be used In the Interpretation of the text of this Agreement Each party has read an,j agreed ~o the specific language of thiS Agreement; therefore no conflict, ambiguity, 0' doubtful interpretation shall be ;onstruec agamst the drafter 24 D~Dutes. Client and SAIC dgree to first enter rnto negotiations to resolve any:::ontroversy claim or clispute ("Dispute") ariSing under or relatrng [j this .Agreement The parties agree te negotiate In good f21th to reach a mutually agreeable resolution of such, Dlspu~e within a reasonable period of time if gOOd faith negotiations are unsuccessful, Client and SAle agree to resolve the Dispute by binding and final arbitration In accordance with the Commercial Arbitration RUles of the Amencan Arbitration Assuciation then in effect. T'le arbitration shal! take place In a location mutually agreed upon by parties The arbitratons) shall be bound to follow the provisions of thiS Agreement in resolving the Dispute and may not award specific performance or punitive damages The decision of the arbitrator( s) shall be final and binding on the parties, and any award of the arbltratons) may be entered or enforced in any court of competent junsdictior Any request for arbitration of a claim by ,:;ither party against the other relating to this Agreement must be filed no ,ater than one year after the date on which SAle completes performance of the Products specified in the Task Order at issue 5(' 20CE 25. Force Maieure. Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to CIrcumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, fires, floods wars. Civil disturbances, sabotage, accidents, nsurrections. blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor, materials, power, equipment, or transportation (collectively referred to herein as "I=orce Majeure"). Each party shall use its reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. 26. Multiple Copies or Counterparts of Aareement. ThiS Agreement may be executed in one or more ,.:;ounterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Instrument. This Agreement shall not be effective until the execution and delivery between each of the parties of at least one set of the counterparts. 27, Notices. All notices or other written communication reqUired or permitted to be given under any provision of this Agreement shall be deemed to have been given by the notifying party if mailed by certified mail, return receipt requested, to the receiving party addressed to its mailing address set forth in Section II of this Agreement, or such other address as a party may designate in writing to the other party Additionally, notices sent by any other means (i.e., U.S. mail, facsimile, overnight delivery, courier, e-mail, etc.) may be acceptable subject to written confirmation of both the transmission and receipt of the notice. 28. Relationship of Parties. SAle is an independent contractor in all respects with regard to this Agreement. Nothing contained In this Agreement shall be deemed or construed to create a partnership, joint venture, agency, or other relationship other than that of contractor and customer. 29. Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights or mterests enforceable by any person not a party to this Agreement. 30. Waiver or Modification. This Agreement may be modified. or part or parts hereof waived, only by an Instrument in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom enforcement of the purported modification or Naiver is sought. 31. Entire Aoreement. This Agreement, including Task Orders incorporated into Exhibit A, which are hereby ,ncorporated by reference, constitutes the entire agreement and understanding between the parties and supersedes and replaces any and all prior or contemporaneous proposals, agreements. understandings, commitments or representations of any kind, whether written or oral, relating to the subject matter hereof or the 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 survive the expiration or termination of this Agreement. SAIC Confidential Page 4 ......-'--- 51 ~}'2006 ~ ,- Basic Ordering Agreement for Professional Services TERMS AND CONDITIONS ATTACHMENT 1 Elements oreach lask Order rna\ mllude ,my (fthe jC1110wing parameter~. but must mclude items (1), (2), (3), (4), (5), (9), ]2),113 and (141 Task ()rder Name and l\uml'er Date neI ask Order Estimated Penod and Place, .1' Perfornlance Statement of Work Deliverable Items (If any) and Acceptance emena Number (If Level of Effon Hours .c\ccepted. ilrequired Labor Category Name(s) & Rate(s) Proposed per Task Order Estimated Cost of Subcontractors. Other Direct Costs and lravel Client Furnished Information or ~vlatenal Total ESl1mated Funding Acu::pted per Task Order Total Estlmated Price per Task Order Payment I erms, establishedn net "'0 day~ Billing Schedule (a) ror Time & 'vlaten;tl Agreements 1I1\mces wlll be prepared every two weeks and will be due immediately (b) For Firnl Fixed Price Agreements j ) Include specific paY1l1entschedule Ii) Deternlinc if Task Order IS all-inclusiw or not all-mclusive per paragraph 5 (b), If not all- indw;lve, determme the cost of any g,'ods and matenab purchased, travel expenses and miscellaneous out of pocket expenses incurred in perfon11lng the Services. \\hich will be subJect to admmistratiw and overhead charges. (i -+ Termmatlon Date per Task (lrder ( ~: For Fmll FIxed Pnce Agreements. establish the follovving (a) \cceptance criteria and process (bJ Change order process (c) Key assumptions C C':: ( (-.t (, (n I (- (\, ('.. . ( i ClI (I ( 12 C., .'. 1 "l SAIC Confidential Page 1 ~,."......