HomeMy WebLinkAboutAgreement Comprehensive Plan with Science Applications International Corporation (SAIC)AGREEMENT
This AGREEMENT is made and entered into this o~ ~ day of L{.: ~ ,
19 9 9 by and between Science Applications International C oration (SAIC), a
Delaware corporation with offices located at 405 South 8`h Street, Suite 301, Boise, Idaho
83702, and The City of Meridian, Idaho, a l~.um.~i~l~.~.t.. with
offices located at 33 ~~.,# ~c~Q/i. a /Y1.e.ui~l~~i,~..~sp g ~, ~/~~
WHEREAS the parties have agreed to the preparation of a Comprehensive Plan by SAIC as
set forth in SAIC's attached proposal, which is incorporated herein by reference, and the
following terms and conditions of this firm fixed price Agreement:
1. Contract Type
SAIC agrees, during the term of the contract, to perform the services set forth in the
proposal under a firm fixed price type contract.
2. Proposal Validity
This proposal is valid for sixty (60) days from the date appearing on the cover page of
the proposal. Upon the expiration of that time period, SAIC reserves the right to amend
the price, schedule or other proposed term to reflect changes in rates, fee, or work
condition existing at that time.
3. Payment Provisions
a. SAIC shall be paid based on progress payment based on percentage of technical
completion at the end of each month.
b. All invoices are payable in net thirty (30) days from the date of the invoice. Interest
charges shall be assessed at a prorata rate per day corresponding to an annual
interest rate of eighteen percent (18%) per annum for every day beyond thirty (30)
days that payment is received from client.
4. Scope
SAIC shall update the City of Meridian Comprehensive Plan as requested in the City's
Request for Qualifications, in accordance with SAIC's Statement of Qualifications and
in compliance with Idaho Code Section 67-6508 and all considerations mandated
therein.
5. Warranties, Disclaimer
SAIC warrants only that project activities under the contract will be performed with that
degree of skill and judgement normally exercised by recognized professional firms
performing services of a similar nature and that SAIC will report findings in an
objective, technically defensible manner. SAIC specifically disclaims, and client
waives, any expressed or implied standards, guarantees, or warranties, including
warranties of merchantability or fitness for a particular purpose, custom or usage, or
otherwise, as to any services which are the subject of the contract other than as a
comprehensive planning document.
6. Indemnification
To 'the fullest extent permitted by law, SAIC shall indemnify and hold harmless the
Customer and its employees, agents, officers and directors from and against all suits,
actions; legal or administrative proceedings, damages, costs, expenses, and liabilities
(hereinafter called "Liabilities") brought or incurred by third parties, including but not
limited to attorney's fees and court costs, to the extent liabilities are caused by any
negligent act or omissions of SAIC.
To the fullest extent permitted by law, the Customer shall indemnify and hold harmless
SAIC and its employees, agents, officers and directors from and against all Liabilities
brought or incurred by third parties or employees of the Customer, including but not
limited to attorney's fees and court costs, to the extent the liabilities are caused by any
negligent act or omission of the Customer.
7. Responsibilities of SAIC
a. SAIC's obligation under the contract will be deemed to be complete upon delivery to
the client of any report of plans or upon completion of the project activities as
specified in the contract.
b. SAIC shall have no liability of any kind after the expiration of (two) years after
completion of the services or termination of the contract, whichever is earlier.
Releases from liability and limitations on liability expressed herein shall (1) extend
to the directors, officers, employees, and subsidiaries of SAIC, (2) apply even in the
.event of the fault, negligence, breach of contract, or strict liability of the party
benefitted by such terms, and (3) survive the termination of the contract.
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8. Excusable Delays
a. SAIC will expend its reasonable best effort to obtain information and report findings to
client in accordance with the proposed schedule. Part of this study may include
obtaining and reviewing information that is only available from municipal
environmental, health and planning agencies which typically have rigid procedures for
inspection of their files. Though SAIC will make a .reasonable effort to obtain the
necessary information in a timely fashion, we will not be liable for delays caused solely
by these agencies.
b. Because of the program schedule and because of the weather-sensitive nature of the
field work which may be performed under the contract, it is expressly acknowledged
and assumed that delays due to weather, equipment failures or the failure of the client to
approve a report of a test plan within the time period specified will create aday-for-day
program schedule slip, and the contract end date will be accordingly extended. In
addition, SAIC shall be entitled to an equitable adjustment to the contract price or any
other contract term affected by the delay. The day-for-day slippage will apply on a
cumulative basis to any of the above-described events regardless of when they occur
during the contract period of performance.
9. Changes
a. If any change in scope of work. or schedule directed by the client causes an increase or
decrease in the amount or character of, or the time required for, the performance of any
part of the work under the contract, or otherwise affects any other provisions of the
contract, an equitable adjustment shall be made in the estimated price, delivery schedule
or any other provisions of the contract that may be affected, and the contract shall be
modified in writing. Any changes to the scope of work, schedule or cost shall be
subject to mutual agreement and agreed to in writing by the parties.
b. Completion of the work contemplated by this Agreement is predicated upon the mutual
exchange of data and information, timely completion of field work and data collection
as set forth in SAIC's proposal, attached hereto for reference. Should SAIC discover
during the course of this project that data, information or other circumstances vary
significantly from those originally contemplated and that these circumstances/data will
affect the original proposal schedule and/or final work product, SAIC shall have the
right to request an equitable adjustment in price or schedule or other terms affected
thereby.
10. Termination
The contract maybe terminated in whole or in part in writing by either party in the event
of substantial or material failure by the other party to fulfill its obligations under the
contract through no fault of the terminating party, providing that no such termination
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maybe effective unless the other party is given: (1) not less than ten (10) calendar days
written notice of intent to terminate, and (2) an opportunity for consultation with the
terminating party prior to termination. Upon receipt of termination notice SAIC will
stop all work and terminate all subcontracts related to the prime contract. SAIC shall be
paid for all costs incurred up to the termination date. Payment shall be made not later
than 30 days after submittal of a final invoice by SAIC.
11. Insurance
a. SAIC shall maintain policies of insurance for the following types of coverage, each
in the amount of $1,000,000.
(1) Workers' Compensation (statutory) and Employer's Liability.
(2) Comprehensive General Liability, covering both bodily injury and property
damage.
(3) Automotive Liability,. covering both bodily injury and property damage.
b: Upon the mutual agreement of SAIC and the client, SAIC shall procure and
maintain one or more policies of insurance in addition to the types of insurance
described in subparagraph (a) above, or procure policies of insurance coverage of
the same types described in subparagraph (a) above with increased policy limits.
Additional premiums and cost incurred by SAIC in connection with obtaining such
additional or different policies of insurance or a bond shall be borne by the client as
an additional expense and cost of the services to be provided by SAIC under the
contract, and the client shall reimburse SAIL for such additional insurance or bond
expenses upon request by SAIC. SAIC shall, at the client's request, provide the
client with a certificate of insurance or other satisfactory evidence that such
additional insurance has been obtained and that such policies or bonds are
maintained in force throughout the period in which SAIC provides services to the
client under the contract.
12. Attorney's Fees
If any action, at law or in equity is brought to enforce or interpret the provisions of the
contract, the prevailing party shall be entitled to reasonable attorney's fees in addition to
any other relief to which he maybe entitled.
13. Choice of Law
The contract shall be governed by and construed under the laws of the State of Idaho.
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14. Order of Precedence
The parties agree that should any conflict or inconsistency arise between the application
and/or interpretation of the contract and any contract and/or document provided by
client, the provisions of the contract shall prevail and have full legal force and effect.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
By: a:~~ k~
Title: ~ • ~~-~QC~D
Date:_ o~ 9 / 9 9 9
CITY OF MERIDIAN, IDAHO
By:
. Corrie, Mayor
By:~jc:e~---,b~~t
William G. Berg, Jr.
City Clerk
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Enclosure 2
Science Applications International Corporation
An Employee-Owned Company
14 June 1999
Ms. Shari Stiles
Planning Director
City of Meridian
200 E. Carlton, Suite 201
Meridian, ID 83642
Subject: City of Meridian Comprehensive Plan
Dear Ms. Stiles:
Science Applications International Corporation (SAIC) is pleased to submit this revised
proposal to the City of Meridian. As you know, we have worked closely with representatives
of White, Peterson, Pruss, Morrow & Gigray, P.A. to address your concerns and specific
issues of interest to the City of Meridian. You will note the technical assumptions contained
in this letter reflect your requests for amendments and are shown underlined below.
As you know, this is our proposal to prepare a comprehensive plan for the City of Meridian.
Our proposal is based upon our 20 November 1998 Summary of Qualifications, our
discussions with the City's Selection Committee on 18 March 1999, and discussions with
your subsequent to our 6 April 1999 letter .proposal. SAIC anticipates performing this effort
on a firm fixed price basis at the following estimated hours/price. There has been no
modification to this price since our original submittal:
Phase 1 $12,129 (approx. 193 labor hours)
Phase 2 $31,551 (approx. 506 labor hours)
Phase 3 $11,806 (approx. 205 labor hours)
Phase 4 $7,545 (approx. ,125 labor hours)
TOTAL $63,031. (approx. 1;029 labor hours)
SCOPE
SAIC shall update the City of Meridian Comprehensive Plan as requested in the City's
Request for Qualifications, in accordance with SAIC's Statement of Qualifications
(referenced above) and in compliance with Idaho Code Section 67-6508 and all
considerations mandated therein.
405 S. 8th Street, Suite 301, Boise, Idaho 83702 • (208) 344-5001 • FAX: (208) 344-5123
Other SAIC Olfiaes: Albuquerque, Boston, CokxaQo Springs, Gdden, Les Vegas, Las Angeles, McLean, Oek Rklpe, Reno, Seattle
r ~ ~
City of Meridian
Rage 2 '
14 June 1999
TECHNICAL ASSUMPTIONS
The following will be provided by the City of Meridian
a. All mailing of notices and other materials to the public;
b. Preparation and distribution of minutes or notes following citizen committee
meetings;
c. One set of consolidated public comments received during the preliminary draft
and draft plan review process;
d. Arrangements for all meeting times and locations;
e. Copies of all pertinent City documents to SAIC;
f. Hard copies of existing pertinent area maps;
g. Assistance in identifying appropriate contacts throughout the planning process
2. It is assumed that the data collection effort will not result in additional field study. The
technical information in all components of the plan will be derived from existing data.
3. Field work for housing conditions survey will not be conducted: only existing information
will be used.
4. Data for the transportation component will be obtained from the Ada Planning
Association.
5. Design and construction drawings will not be prepared, nor will specific implementation
plans such as capital improvement plans and ordinances.
6. SAIC will conduct four public meetings with three subcommittees (issue identification,
goal/objective setting, strategy setting, and preliminary draft review) in Meridian during
the course of the planning process. SAIC will support six steering committee meetings
and one public open house. The project manager will attend 12 meetings with City staff,
one public hearing before the Planning and Zoning Commission, and one public hearing
before the City Council. If additional meetings are required, a possible adjustment in
scope will be negotiated.
7. All figures and maps to be incorporated into the plan will be provided by through the City
of Meridian with Ada Planning Association including large scale maps. All mapping for
the protect will be coordinated by SAIC.
8. ,One camera-ready preliminary draft and one draft will be provided to Meridian for
printing, distribution, review and comment by each citizeri committee. It is assumed that
any public comments will not result in additional data collection effort or substantive
change in the plan. One camera-ready copy of the Final plan will also be provided to
Meridian.
9. Materials prepared by SAIC for the citizen committee meetings will include sign-in
sheets, flip charts, and welcome signs. The City of Meridian will provide copies of the
plan for citizen review.
10. SAIC will provide six portable table top displays to the City of Meridian for presentation
at the open house and other appropriate venues.
Y r v
City of Meridian
Pfige 3
14 June 1999
11. One consolidated set of public comments on the preliminary draft will be provided by the
City to SAIC.
12. All reproductions of the plan will be in black and white. A Microsoft Word file of the text
of plan versions will be provided to the City. As appropriate, some maps figures or
.graphics may appear in color.
13. SAIC will provide monthly written progress reports including a summary of the work
completed and the total number of hours expended
14. Tasks will be performed in accordance with the time frames presented in the Summary
of Qualifications, but will be adjusted to reflect the change in the start date, meeting time
slips, and any seasonal constraints. Any time slips will result in a change of schedule;
however, time allotted to perform the tasks will be the same.
AGREEMENT
An agreement has been prepared and amended per discussions with the City Attorney. It
has been provided directly to the City Attorney per his request.
We look forward to working with the City on its comprehensive plan. If you have any
questions of a technical nature, please contact Ms. Sheri Freemuth at (208) 344-5001. For
contractual matters, please contact the undersigned at (505) 842-7839.
Sincerely,
SCIENCE APPLJCATIONS INTERNATIONAL CORPORATION
Elizabeth inke an ~'"
Sr. Contracts Repres, ntative
cc: S. Freemuth
Contracts File
RESOLUTION NO. ~-~g
BY: C~h~rrli~/~vrr„z-fre~
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN,
SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING
THE MAYOR TO ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, AN
AGREEMENT ENTITLED "AGREEMENT", DATED THE ~~~DAY OF
~TG~_ , 1999, BY AND BETWEEN THE CITY OF MERIDIAN AND
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC).
BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
MERIDIAN, IDAHO:
WHEREAS, it is in the best interests of the City of Meridian to enter into an
agreement with SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(SAIC) denoted as "AGREEMENT", a copy of which is attached hereto marked as
Exhibit "A" to this Resolution, the reasons and authority for which are as set forth in
said Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL as follows:
1. The Mayor and Clerlc are hereby authorized to enter into and on behalf
of the City of Meridian that certain agreement with SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION (SAIC) entitled "AGREEMENT" dated the
CS~~ day of `/Gtr-..2_ , 1999, by and between the City of Meridian and Science
Applications International Corporation (SAIC), a copy of which is attached hereto
marked as Exhibit "A" to this Resolution and to bind this City to its terms and
conditions.
PASSED BY THE COUNCIL OF THE CITY OF MERIDIAN, IDAHO, this ls~day
of ~%U-Y..e._ , 1999.
RESOLUTION OF THE CITY OF MERIDIAN, AUTHORIZING
CERTAIN FINDINGS AND PURPOSES, AUTHORIZING THE MAYOR
TO ENTER INTO AN AGREEMENT WITH SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION (SAIL) /COMP PLAN UPDATE
APPROVED BY THE MAYOR OF THE CITY OF MERIDIAN, IDAHO, this /S~=
day of ~G~i~-~ , 1999.
OR
ATTEST:
_,2~--~
ITY CLERK
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RESOLUTION OF THE CITY OF MERIDIAN, AUTHORIZING
CERTAIN FINDINGS AND PURPOSES, AUTHORIZING THE MAYOR
TO ENTER INTO AN AGREEMENT WITH SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION (SAIL) /COMP PLAN UPDATE
CERTIFICATE OF CLERK
OF
THE CITY OF MERIDIAN
I, the undersigned, do hereby certify:
1. That I am the duly appointed and elected Clerlc of the City of Meridian,
a duly incorporated City operating under the laws of the State of Idaho, with its
principal office at 33 East Idaho, Meridian, Idaho.
2. That as the City Clerlc of this City, I am the custodian of its records and
minutes and do hereby certify that on the ~~day of _ ~G~-~-ee , 1999, the
following action has been taken and authorized:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MERIDIAN,
SETTING FORTH CERTAIN FINDINGS AND PURPOSES; AUTHORIZING
THE MAYOR TO ENTER INTO, ON BEHALF OF SAID MUNICIPALITY, AN
AGREEMENT ENTITLED "AGREEMENT", DATED THE ~-DAY OF
~G~.z- , 1999, BY AND BETWEEN THE CITY OF MERIDIAN AND
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC).
BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF
MERIDIAN, IDAHO:
WHEREAS, it is in the best interests of the City of Meridian to enter into an
agreement with SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(SAIC) denoted as "AGREEMENT", a copy of which is attached hereto marked as
Exhibit "A" to this Resolution, the reasons and authority for which are as set forth in
said Agreement.
CERTIFICATE OF CLERK OF THE
CITY OF MERIDIAN
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL as follows:
1. The Mayor and Cleric are hereby authorized to enter into and on behalf
of the City of Meridian that certain agreement with SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION (SAIC) entitled "AGREEMENT" dated the
~~ day of ~u~-~ , 1999, by and between the City of Meridian and Science
Applications International Corporation (SAIC), a copy of which is attached hereto
'marked as Exhibit "A" to this Resolution and to bind this City to its terms and
~~
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STATE OF IDAHO~,~`'~~~~~„ ,,.,,,,,~e4``~~~`
ss.
County of Ada,
On this --~- day of , in the year 1999, before me,
a Notary Public, appeared
WILL G. BERG, JR., known or identified to me to be the City Cleric of the City
of Meridian, Idaho that executed the said instrument, and acknowledged to me that
he executed the same on behalf of the City of Meridian.
(S>~L~' ~~T~ I" ~ = Nota Public for Idaho
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CERTIFICATE OF CLERK OF THE
CITY OF MERIDIAN
2