HomeMy WebLinkAboutC2006-275 - 6/1/2006 - NA
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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
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By:
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Name:
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Date:
By
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Approved as to form: ..:..:.L
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Lisa Aguilar
Asaistant City Attorney
For City Attorney
2006-275
06/0 t /06
SAle
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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
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6 Tel. No. (858) 826-3659
lj .; Fax No. (858) 826-6360
I' Email vannl@saic.com
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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,
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AGREED BY:
CITY OF CORP
SCIENCE APPLlCATJONS INTERNATIONAL
CO. RPORATION\......~..'.' ;~ . , . ~. l
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By l,/ !v II\... ' f\./T~\-/
Name: Lg~yJ Vann i
Title Contracts Representative
Date
By
Name
Title
Date
AppftMd as to form:
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AppIwtd BI to bm:,. ;'
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Yfty .Attorney
';vf~ttorney
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Dsa AgUilar' '
Assistant City 'Attorney
For City Attorney
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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
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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
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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
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(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
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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
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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
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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.
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51 ~}'2006
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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
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SAIC Confidential
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