HomeMy WebLinkAbout06778 - LEIDOS INC. TECHNICAL SVCS TO RECONFIGURE AIRPORT PASSENGER SECURITY SCREENING CHKPOINT Kathie Hart
From: Mark Jucht
Sent: Thursday, March 24, 2016 6:59 AM
To: Kathie Hart
Subject: RE:A6778-Leidos, Inc.
Kathie,
Yes work complete.
Mark Jucht
Airport Administration Manager
Palm Springs International Airport 1
3400 E. Tahquitz Canyon Way
Palm Springs, CA 92262
mark.iucht(@Palmspringsca.gov
(760)318-3808
From: Kathie Hart
Sent: Wednesday, March 23, 2016 8:07 PM
To: Mark Iucht
Cc: Suzanne Seymour; Jay Thompson
Subject: A6778 - Leidos, Inc.
This is for Technical Services to reconfigure TSA screening checkpoint.
Our records show this has expired.
Work completed?
OK to close agreement file?
Z49C
Kathie Hart, MMC
Chief Deputy City Clerk
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CALIFOR
tiko na ploco nWw,'
City of Palm Springs - (760)323-8206
3200 E. Tahquitz Canyon Way Q (760)322-8332
Palm Springs,CA 92262 Pt Kathie.Hart@PalmSpringsCA.gov
City Hall is open 8 am to 6 pm, Monday through Thursday,and closed on Fridays.
1
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Professional Services Agreement
(Fixed Price)
Contract No. AHSA-25KBGV
This Agreement, effective __November, 2015, is between City of Palm Springs ("Customer'), at 3200 E. Tahquitz
Canyon Way, Palm Springs, CA and Leidos Inc.,a Delaware corporation, having an office at 11951 Freedom Drive, Reston, VA.
20190.
I. DESCRIPTION OF PROFESSIONAL SERVICES FOR FIXED PRICE
Leidos shall provide to Customer the Professional Services ("Services") described in Exhibit A. The Services shall be provided
subject to the Terms and Conditions,which follow.
11. CUSTOMER AND LEIDOS ADMINISTRATIVE CONTACTS
Name Ulises E.Aguirre Name: Bonnie L.Petricca
Title Assistant Airport Director Title: Sr.Contracts Manager
City of Palm Springs Leidos, Inc.
Street Address 3400 E.Tahquitz Canyon Way Street Address 11951 Freedom Drive
Street Address 2 Street Address
City,State Zip Palm Springs,CA 92262 City,State Zip: Reston,VA 20190
Tel.No. (760)318-3807 Tel.No. 978-368-6906
e-Mail: Ulises.aguirrerpalmsprings-ca.gov a-Mail: Bonnie.L.Petriecaat leidos.com
In consideration of the mutual obligations assumed under this Agreement, Leidos and Customer 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.
AGREED BY:
City of Palm Springs LEIDOS,INC.
Rv: By: .tJpl• J
Name:
David H.Ready Name: Bonnie L.Petricca
Title:
City Manager Title: Team Lead—Sr.Contracts Manager
Date: November 3,2015 Dale: November 5,2015
APP O TO FO M
AYTOWEY
oars �/ 5� 3a/s
,t'PROVED BY CITY COUNCIL
ATTEST:
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TERMS AND CONDITIONS
1. Services:Deliverables
Leidos will perform the professional services("Services")and deliver the deliverables("Deliverables")described in the
Statement of Work attached hereto as Exhibit A.
2. Place of Performance
Unless otherwise provided in this Agreement, Leidos may perform the Services in whole or in part at Leidos place of
business,Customer's place of business,and/or such other locations as Leidos may select.
3. Effective Date;'Perm
This Agreement shall be effective as of the date first above written (the "Effective Date"), and shall continue in full
force and effect until the Services have been completed on or before December 11. 2015 or the Agreement has been
terminated in accordance with section 9 hereof,whichever first occurs.
4. Price and Pavment Terms
a. Customer shall pay Leidos the price set forth on Exhibit B (the "Price"). Payment, in full, shall be made within
fourteen(14)days of submission of an invoice for the completed work which shall be based upon Exhibit A.
b. Invoiced amounts are i mediately due and payable by electronic funds transfer EFT)to the fallowing location.
EFT
Leidos, Inc.
Citibank,N.A.
New York,NY
Account#30547584
ABA# 021000089
SWIFT-CITIU S33
c. If Customer's action or inaction results in non-receipt of payment by Leidos for the total amount of an invoice within
thirty (30) days of the date of such invoice, interest compounded at the rate of one percent (1%) per month shall
thereafter be added to all amounts unpaid and outstanding. If Customer's action or inaction results in non-receipt of
payment by Lcidos, Leidos shall have the right exercisable in Leidos' sole discretion, in addition to its other rights
and remedies,to cease further performance of the Services hereunder.
d. Bill To Address.The invoice will be mailed to:
Ulises E. Aguirre
3400 E.Tahquitz Canyon Way,Suite OFC
Palm Springs,CA 92262
5. Resources to be Provided by Customer
(a) Customer shall provide, maintain and make available to Leidos, at Customer's expense and in a timely manner,
the resources described in this section 5, and such other additional resources as Leidos may from time to time
reasonably request in connection with Lcidos' performance of the Services. Delays in the provision of these resources
may result in delays in the performance of the Services,or an increase in the Price.
(b) Customer will designate qualified Customer personnel or representatives to consult with Leidos on a regular basis
in connection with the Services. Customer will furnish such documentation and other information as is reasonably
necessary to perform the Services.
(c) Customer shall furnish access to Customer's premises, and appropriate workspace for any Leidos personnel
working at Customer's premises, as necessary for performance of those portions of the Services to be performed at
Customer's premises.
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6. Confidentiality
In the event either party determines that it is necessary to provide confidential,proprietary,or trade secret information to
the other party in connection with this Agreement,such disclosure will be made only after advance written notice to the
other party,and the parties have executed a mutually satisfactory Non-Disclosure Agreement.Nothing in this Agreement
or in the Non-Disclosure Agreement referred to in this section shall be deemed to restrict or prohibit Leidos from
providing to others services and deliverables the same as or similar to the Services and Deliverables. In providing any
such similar services or deliverables to any third party, Leidos shall keep confidential any Customer confidential,
proprietary or trade secret information which is subject to the Non-Disclosure Agreement executed pursuant to this
section,in accordance with the requirements of such agreement.
7. Intellectual Property
(a) Customer and Leidos 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 Services performed 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) Leidos grants to Customer a royalty-free, paid up, worldwide, perpetual, non-exclusive, non-transferable license
to use any Leidos Intellectual Property incorporated into any Deliverable, solely for Customer's use of that Deliverable
for its internal business purposes. Leidos shall retain ownership of and unrestricted right to use any Intellectual
Property. The Services performed and any Deliverable produced pursuant to this Agreement are not"works for hire."
(c) 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 into any
Deliverable and first created or developed by Leidos in providing the Services.
8. Taxes
(a) Customer shall pay any and all sales, use, value added, excise, import, privilege, or similar taxes, levies or
payments in lieu thereof, including interest and penalties thereon.. arising out of or in connection with the performance
of this Agreement(other than those levied on Leidos' income), imposed by any authority, government or governmental
agency,and shall comply with all applicable treaties, laws, rules or regulations relating thereto.
(b) In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should
have been imposed on the Services or Deliverables provided by Leidos to Customer(other than those taxes levied on
Leidos' income), Customer shall reimburse Leidos for any such additional tax, including interest and penalties thereon.
Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables
provided by Leidos to Customer(except those taxes relating to Leidos income), Leidos shall reimburse Customer such
refund, including any interest paid thereon by the taxing authority.
9. Termination for Default
Either party may terminate this Agreement if(i)the other party fails to perform a material obligation of the Agreement
in accordance with its terms 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(it) the other party becomes insolvent or the subject of
proceedings 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. In addition, Leidos may terminate this Agreement effective immediately upon written
notice to Customer if Customer fails to make any payment in full as and when due hereunder.
10. Limited Warranty
(a) Leidos warrants that the Services 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. In the event of any breach of the foregoing warranty, provided Customer has delivered to Leidos timely notice
of such breach as hereinafter required, Leidos shall, at its own expense, in its discretion either: (1) re-perform the non-
conforming Services and correct the non-conforming Deliverables to conform to this standard; or (2) refund to
Customer that portion of the Price received by Leidos attributable to the non-conforming Services and/or Deliverables.
No warranty claim shall be effective unless Customer has delivered to Leidos written notice specifying in detail the non-
conformities within 90 days after performance of the non-conforming Services or tender of the non-conforming
Deliverables. The remedy set forth in this Section 10(a) is the sole and exclusive remedy for breach of the foregoing
warranty.
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(b) Leidos 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) Customer represents and warrants to Leidos that Customer has the right to use and furnish to Leidos for Leidos'
use in connection with this Agreement, any information, specifications, data or Intellectual Property that Customer has
provided or will provide to Leidos in order for Leidos to perform the Services and to create the Deliverables identified
in Exhibit A.
11. Limitation of Liability
(a) Leidos' total liability to Customer 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,
strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed the amount actually paid to Leidos
under this Agreement,or under the specific task order at issue,whichever is less.
(b) In no event shall either Leidos or Customer 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 or
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 if the parties have been advised of the possibility of such
damages or loss.
12. Non-Waiver of Rights
The failure of either party to insist upon performance of any provision of this Agreement, or to exercise any right,
remedy or option provided herein, shall not be construed as a waiver of the right to assert any of the same at any time
thereafter.
13. Ri¢hts and Remedies Not Exclusive
Unless otherwise expressly provided herein, no right or remedy of a party expressed herein shall be deemed exclusive,
but shall be cumulative with,and not in substitution for,any other right or remedy of that party.
14. Severability
If 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 part,such covenant,condition,term,or provision shall be severed
from this Agreement, and the remaining covenants, conditions, terms and provisions contained herein shall continue in
force and effect,and shall in no way be affected,prejudiced or disturbed thereby.
15. Conflicting Provisions
This Agreement and all of the exhibits,schedules, and documents attached hereto are intended to be read and construed
in harmony with each other, but in the event any provision in any attachment conflicts with any provision of this
Agreement,then this Agreement shall be deemed to control,and such conflicting provision to the extent it conflicts shall
be deemed removed and replaced with the governing provision herein.
16. Assignment
Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Leidos may without
violation of this paragraph engage the services of independent contractors to assist in the performance of its duties
hereunder.
17. Applicable Law
This Agreement shall be governed by and construed under the laws of the State of California, without regard to its
laws relating to conflict or choice of laws.
18. Interpretation
The captions and headings 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 and agreed to the specific language of this
Agreement;therefore no conflict,ambiguity,or doubtful interpretation shall be construed against the drafter.
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19. Disputes
Any controversy, claim or dispute ("Dispute") arising out of or relating to this Agreement shall be resolved by binding
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.
Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the
parties are unable to resolve the Dispute by good faith negotiation, either party may refer the matter to arbitration. The
arbitration shall take place in the County of Riverside.State of California. The arbitrator(s)shall be bound to follow the
provisions of this Agreement in resolving the Dispute, and may not award any damages excluded by this Agreement.
The decision of the arbitrator(s) shall be final and binding on the parties, and any award of the arbitrator(s) may be
entered or enforced in any court of competent jurisdiction. Any request for arbitration of a claim by either party against
the other relating to this Agreement must be filed no later than one year after the date on which Leidos concludes
performance under this Agreement.
20. Multiple Copies or Counterparts of Agreement
This Agreement may be executed in one or more counterparts, 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.
21. Force Majeurc
Neither party shall be liable for any failure of or delay in performance of its obligations(except for payment obligations)
under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods,
power outages,wars,civil disturbances,epidemics, pandemics, sabotage,terrorism,accidents, insurrections, blockades,
embargoes, storms,explosions, labor disputes(whether or not the employees'demands are reasonable and/or within the
party's power to satisfy),failure of common carriers,Internet Service Providers,or other communication devices,acts of
cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or
domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain
approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or
transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure
Occurrences"). Any such delays shall not be a breach of or failure to perform this Agreement or any part thereof and the
date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a
result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by
or resulting from a Force Majeure Occurrence.
22. Relationship of Parties
Leidos 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.
23. Third Partv Beneficiaries
This Agreement does not create,and shall not be construed as creating,any rights or interests enforceable by any person
not a party to this Agreement.
24, 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 waiver is sought.
25. Entire Agreement
This Agreement, including any and all Exhibits attached hereto,which are hereby incorporated 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 Services or Deliverables to be provided hereunder.
26. Survival
The provisions of sections 4,6, 7, 9, 1 D, 11.and 19 shall survive the termination or expiration of this Agreement.
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Exhibit A
Statement of Work
Technical Overview:
Leidos evaluated the technical scope of this project, communicated with the original equipment manufacturer—L3
Communications and Smith's Detection, and developed a work plan to complete the temporary checkpoint
relocations at Palm Springs International Airport(PSP). To further explain our technical approach to the relocation
project we have provided some additional details in response to the received RFP email dated 9124/15 as clarified
via Ulises Aguirre emails dated October 12,2015 and October 13,2015.
1. Project Plan Strategy:
Specifically, the Leidos relocation team is organized to provide general support for the Checkpoint Relocation
Project to include assisting with the preparation and relocation of one (1) L-3 AIT, five(5) Smiths Detection AT2
6040AT X-rays with AVS and three(3)Ceia 02PN20 WTMD systems for relocation.
The checkpoint relocation is scheduled to start Mid-October 2015. starting with two Smiths AT2 and AVS units and
one CEIA WTMD at noon. Later that night, we shall relocate two Smiths AT2 with AVS units, 1 L-3 AIT, and one
CEIA WTMD. We shall install one Smiths AT2 and AVS and one CEIA WTMD to include the fifth lane. All
relocation activities shall be completed with area cleaned prior to checkpoint opening the following morning of
relocation. If the equipment relocation cannot be completed in one (1) day, the following day shall be used to
complete relocation and testing.
2. Proposal Assumptions:
• Our quote does not include flooring repair in the current location. The existing bolts shall be cut flush with
the concrete floor.
• All equipment shall be in working order prior to the relocations.
• Permanent location will be rotated 90 degrees to new orientation.
• Equipment will not be moving between levels.
• No warehousing will be required. New TSF, shall be stored within terminal at ground level and access
starting at 07:00.
• Access to two lanes of equipment shall be 12:00 and the remaining two lanes at 1 g:30.
• All relocation efforts shall be completed and area cleaned prior to 04:00 for checkpoint opening the
following morning.
• Removal of PSR shall be provided by others prior to commencement of work.
• Electrical and data provided by others.
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Exhibit B
Price:
The Price shall be$43,526.37
Deliverable:
Relocation of the following units based upon Exhibit A above:
Relocation of:
• One(1)L-3 AIT
• Five(5)Smiths Detection AT2 6040AT X-rays with AVS
• Three(3)CEIA 02PN20 WTMD systems
Accentance:
Relocation of the units above and the area cleaned up
Eouioment:
Relocation will be for the following equipment:
Equipment Relocation
Est. Location New Location or
Date Code Type Model#
Service Start Airport Equipment OEM Serial# Barcode (Term/Ckpt/ N/A
Time Ln) (Term/Ckpt/Ln)
TBD Smiths (8004)
12:00 PSP AT2 X-ray AT2 131928 855057000 M/M/l M/M/1
6040AT
000655091
TBD (8004)855057000 �,
12:00 PSP AVS AVS 300097 000655092 M/M/I M/M/1
TBD Smiths (8004)
12:00 PSP AT2 X-ray AT2 131929 855057000 M/M/4 M/M/4
6040AT 000655093
TBD
12:00 PSP AVS AVS 300108 (8004)855057000 000655094 M/M/4 M/M/4
TBD Smiths
18:30 PSP AI'2 X-ray AT2 131953 (8004)855057000 M/M/2 M/M/2
6040AT 000655141
TBD
18:30 PSP AVS AVS 300169 (8004)855057000 NUM/2 M/M/2
000655142
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TBD Smiths (8004)
18:30 PSP A'I'2 X-ray AF2 131954 855057000 M/M/3 M/M/3
6040AT 000655143
TBD (8004)855057000
18:30 PSP AVS AVS 300174 000655144 M/M/3 M/M/3
TBD CEIA (8004)
18:30 PSP WTMD 02PN20 20206025302 855057000 M/M/3-4 M/M/34
000151398
TBD CEIA (8004)855057000
18:30 PSP WTMD 02PN20 20206025362 000242863 M/M/1-2 M/M/1-2
Smiths (8004)855057000
TBD 18:30 PSP AI'2 X-ray AT2 132197 000655629 -- M/M/5
6040AT
TBD 18:30 PSP AVS AVS 300525 (8004)855057000 M/M/5
000655630
TBD 18:30 PSP WTMD CEIA 20306004068 (8004)855057000 M/M/5
02PN20 000062024
TBD PSP L-3 AIT L Pro Vision 1,100113200887 Lane 1-2 Lane 1-2
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