R2021-252 2021-12-06DocuSign Envelope ID: FOE3DC24-A716-4AEA-A7AF-611 EF745FE64
RESOLUTION NO. R2021-252
A Resolution of the City Council of the City of Pearland, Texas, authorizing a
contract for Project Management Services, associated with the Aurigo, in the
estimated amount of $349,000.00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract for Project Management Services, a copy of which is
attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and
approved.
Section 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a contract for Project Management Services.
PASSED, APPROVED and ADOPTED this the 6th day of December, A.D., 2021.
ATTEST:
DocuSigned by:
"' DA32BB464.
CRYSTAL ROAN, TRMC, CMC
CITY SECRETARY
APPROVED AS TO FORM:
DocuSigned by:
C13CACOCBB1r4BC...
DARRIN M. COKER
CITY ATTORNEY
p- DocuSigned by:
'-64881A61593r4r2..
J. KEVIN COLE
MAYOR
4-4.4.' 6C.
3
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Master Services Agreement
This Master Services Agreement (this "Agreement") is made effective as ofx<Date>> (the "Effective
Date") between Auri0oSoftware Technologies Inc, having its registered office atlZS1S Research Blvd.,
Building 7, Suite 300, Austin, TX7O759 (hereinafter referred tuas "Aurigo") and The City of Pear|and
having its principal place of business at 3519 Liberty Drive, Pearland, TX 77581 (hereinafter referred to as
"Customer") (Auri0oand Customer are collectively referred to as the "Parties" and individually referred
toasa "Party").
Whereas, the Parties, based on their mutua I discussions and negotiations, propose to enter into a contract
governing the delivery ofAuhXo Masterworks;
Whereas, Customer, upon approval of the proposal, intends to enter simultaneously into a Software
Subscription Agreement directly with Auh8o for the use of the Aurigo Software which will govern the
rights and usage ofthe SaaSsoftware;
Whereas Aurigo agrees to perform certain services described on AttachmentA, at the rates also specified
in Attachment (herein referred to as "Services") with the intent of delivering the Auhgo Software and
related services; and
Whereas, Customer shall actively participate inthe Services byproviding the resources and subject matter
expertise required for AuriQotodeliver the Services; and
Whereas the Parties are entering into this Agreement for the purposes of these Services, separate from
the Sevrice Subscription Agreement; Now, Therefore,
|nconsideration ofthe mutual covenants and agreements hereinafter set forth, the Parties agree toas
1. DEFINITIONS
"Authorized Representatives" are employees designated by each Party as their respective authorized
agents for communications.
"Confidential Information" means all terms and conditions in this Agreement, and any and all financial,
sales, marketing, pricing, customer, personnel, present or future product (including, without limitation,
the souoecodenftheSmrvicesonda||know+howandtnadesucnets,re|atinQto,containedin,or
embodied inthe Services, technical, research, development orother business data and information of
the parties (whether communicated orally, visually, in writing, or in any other recorded or tangible form)
which isnot inthe public domain and which: (a) either party has marked asconfidential or proprietary,
(b) either party, orally or in writing, has advised the other party of its confidential nature, or (c) due to
its character or nature, a reasonable person in a like position and under like circumstances would treat
as confidential.
"Customer Content" means all text files, images, graphics, illustrations, information, data, audio, video,
photographs, other content and material, and software programs including source code for such
programs, that Customer or its Users provide and load onto, or create using, any SaaS. Aurigo programs
and Services Environment, Auri8o Intellectual Property, and all derivative works thereof, do not fall
within the meaning ofthe term "Customer [ontent." The term "Customer Content" does not apply to
any test data.
"Deliverables" means the materials, SaaS, and Services to be provided under this Agreement.
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"Intellectual Property" means any intellectual orindustrial property rights protected or protectab|e
under applicable law and includes copyrights, moral rights, trade secrets, patent rights, rights in
inventions, trade'mark4trade names and service marks, as well asapplications for, and registrations,
extensions, renewals and re -issuances of, the foregoing, in whatever form such rights may exist and
whether registered orunregistered.
"SaaS" means software'asa'senviceand refers to the Auhgo'hosted software service or software
services tuwhich you subscribe under Software Subscription Agreement.
"Taxes" means taxes, levies, duties orsimilar governmental assessments of any nature, including, for
example, value-added, sales, use orwithholding taxes, assessable byany jurisdiction whatsoever.
"Term" begins on the Effective Date and means the period of time during which this Agreement is in
effect and as set forth on Attachmnt A.
"Users" are individuals or entities authorized by Customer to access and use a Deliverable.
2'ORDER mfPRECEDENCE
This Master Services Agreement incorporates other Attachments and documentsinthe following order
of precedence. If terms in one document conflict with another the terms will be interpreted with the
following sequence of validity, beginning with item 1 and ending with item 5:
l. This Master Services Agreement
Z. AuriAoService Subscription Agreement
3. Attachment
4. AuriQo's response tothe Request for Proposal RFP#O521'44
5. The Request for Proposal RFP#0521'44
3. SERVICES, FEES, PAYMENTS
3'1 Services. Aurigo shall perform the Services described on Attachment A, subject tothe
terms and conditions of this Agreement.
3.2 Change Control. The Services and Deliverables to be provided pursuant to Attachment
/\ may be amended from time to time, as mutually agreed by the Parties. Any such
amendment will use the change control procedures set forth below.
a. When a Party desires a change to this Agreement, that Party will prepare a written
document (a "Change Order") describing in reasonable detail its proposed changes,
to include, at minimum, any changes in cost, schedule, and impact if any, to the
project, and will submit the proposed Change Order to the other Party for approval.
b. A Change Order will only become effective, thereby amending this Agreement,
when signed bythe Parties.
3'3 Customer Obligations. Customer shall ensure that all equipment used in connection
with the Services is in good working order and suitable for the purposes for which it is
used in relation to the Services and Deliverables. Customer is solely responsible for the
configuration, operation, performance and security of its equipment networks and
other computing resources, including its devices and networks used to connect to the
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3.4 Use of Customer Content. Customer hereby grants AuriQothe right touse, process and
transmit, in accordance with this Agreement, Customer Content, o»|e|y in order to
perform the Services and deliver the Deliverables. AurigoxviU not be responsible for the
interoperabi|ityofCustomer Content with the Services and Deliverables, except tothe
extent described on the applicable Statement of Work. Customer shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness
ufall Customer Content.
3.5 Fees Invoices. Customer agrees to pay Aurigo the fees set forth on Attachment A.
Aurigom/iU invoice Customer for all sums owed on completion of each milestone set
forth on Attachment A.
3.6 Taxes. The fees do not include any taxes, unless stated otherwise. Customer is
responsible for all taxes it is legally obligated to pay, including, but not limited to, paying
Aurigo any applicable value added, sales or use taxes. If any taxes are required by law to
be withheld on payments made by Customerto Aurigo, Customer may deduct such taxes
from the amount owed Aurigo and pay them to the appropriate taxing authority;
provided, however, that Customer shall promptly secure and deliver to Aurigo an off icial
receipt for any such taxes withheld or other documents necessary to enable AuriDoto
claim a Foreign Tax Credit. Customer will make certain that any taxes withheld are
minimized to the extent possible under applicable law. If the Customer is tax exempt, it
must provide a valid tax exemption certificate for Aurigo to exclude taxes from customer
invoices.
3.7 Refunds. Al I charges are no n-refunclab I e un I ess expressly stated otherwise, or otherwise
provided bylaw.
3.0 Payments. Payments toAuriQnare due 30days from receiving aninvoice. Customer will
make payment oninvoices bycheck orEFT. Late payments on undisputed and invoiced
amounts accrue interest at the rate of 196 per month, or the highest rate permitted by
law, whichever is lower. Aurigo may suspend or cancel the Services if Customer does not
pay infull and ontime.
4. TERM AND TERMINATION
4.1 This Agreement will become effective upon acceptance by the parties and will remain in
force for the Term unless terminated pursuant tothis Section 3.
4^2 Termination mfthis Agreement for Cause. Aparty may terminate this Agreement bv
written notice if the other party materially breaches this Agreement and failstocurethe
breach during the Cure Period. The "Cure Period" will commence on the date the non'
breaching party gives written notice ofbreach to the breaching party, specifying the
nature of the breach, and will continue for a period of: (i) ten days in cases where the
breach is the failure to pay any amounts due under this Agreement; or (ii) 30 days for all
other breaches; provided that, notwithstanding the foregoing, there will be no period
for curing or remedying a material breach by either party ofits obligations pertaining to
Confidential Information under Section 6 in this document. |fCustomer fails to make
any payment required hereunder and fails tocure such breach within the Cure Period,
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Aurigo may declare all sums due and to become due hereunder immediately due and
payable. If Aurigo terminates this Agreement for Customer's violation of the Agreement
terms, Customer will be obligated to pay any Subscription fees due for the then -current
Subscription Period.
4.3 Termination for Insolvency. This Agreement may be terminated by either party,
immediately upon written notice to the other party in the event (i) the other party files
a petition for bankruptcy or is adjudicated bankrupt; Ui\ a petition in bankruptcy is filed
against the other party and such petition is not dismissed within sixty (60) calendar days;
(iii) the other party becomes insolvent or makes an assignment for the benefit of its
creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar
law; (iv) the other party discontinues its business; or (v) a receiver is appointed for the
other party or its business.
4.4 Effect mftermination. Upon termination, (i)Aurigowill immediately cease providing any
Services to Customer, and (ii) Customer will payAuhQo such amounts owed under
Attachment A for performance rendered prior to the termination date. Termination will
not result in a waiver of any remedy, legal or equitable, to which a Party may be entitled,
or any claim a Party may have against the other. All provisions that by their nature
should survive termination or expiration ofthis Agreement will so survive.
S. INTELLECTUAL PROPERTY
5.1 Auri8o and its licensors are, and shall remain, the sole and exclusive owner ofall right,
title and interest in and to the Services and all derivative works thereof, including all
Intellectual Property rights therein. Customer shall have no right or license to use the
Services except solely during the Term in connection with receipt of the Services. No
other rights are granted hereunder to Customer except as expressly set forth in this
Agreement.
5.2 Aurigo and its licensors are, and shall remain, the sole and exclusive owner ofall right,
title and interest in and to Deliverables that are (a) SaaSor (b) commercial software;
such Deliverables are licensed, not sold, by Aurigo to Customer.
5.3 Customer is, and shall be the sole and exclusive owner ofall right, title and interest in
and to the Deliverables specified in Attachment A that are Services and that are not
software.
5/4 Customer and its licensors are, and shall remain, the sole and exclusive owner of all right,
title and interest in and to the Customer Content including all Intellectual Property
rights therein. Auhgo shall have no right or license to use any Customer Content except
solely during the Term of the Agreement to the extent necessary to provide the Services
to Customer.
6. REPRESENTATIONS AND WARRANTIES
6.1 Each Party represents and warrants to the other party as follows:
a) it is duly organized, validly existing and in good standing as a corporation or other
entity as represented herein under the laws and regulations of its jurisdiction of
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incorporation, organization or chartering;
b) it has the full right, power and authority to enter into this Agreement, to grant the
rights and licenses granted hereunder and to perform its obligations hereunder;
and
c) when executed and delivered by such party, this Agreement will constitute the
legal, valid and binding obligation of such party, enforceable against such party in
accordance with its terms.
6.2 Aurigo represents and warrants to Customer that:
a) The Services will be provided in a professional and workmanlike manner; and
b) the Services and Deliverables will be in conformity in all material respects with all
requirements or specifications stated in this Agreement.
6.3 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE SERVICES AND
DELIVERABLES ARE PROVIDED ON AN "AS IS" BASIS. WITHOUT IN ANY WAY LIMITING
THE GENERALITY OF THE FOREGOING, THESE WARRANTIES ARE CUSTOMER'S EXCLUSIVE
REMEDY, AND AURIGO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR
DELIVERABLES WILL MEET THE REQUIREMENTS OF ANY PERSON OR WILL OPERATE
ERROR -FREE OR CONTINUOUSLY, AND MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY
MADE IN THIS AGREEMENT.
7. CONFIDENTIALITY
7.1 Aurigo and Customer shall treat the terms and conditions of this Agreement, to the
extent permitted by law, as confidential and shall not disclose them to any third party
except in the furtherance of the parties' business relationship with each other. For
government Customers, this Section is subject to the requirements of applicable trade
secret, public records, or similar laws.
7.2 Each party acknowledges the proprietary nature of the other party's Confidential
Information and the business advantage and opportunity provided thereby. Customer
acknowledges and agrees that the Services and Deliverables, and all ideas, methods,
algorithms, formulae, processes, and concepts used in developing or incorporated into
the Services, all derivative works based upon any of the foregoing, and all copies of the
foregoing are trade secrets, Confidential Information and proprietary property of
Aurigo, having great commercial value to Aurigo. Accordingly, each party agrees that
the Confidential Information it receives from the other party will be disclosed only to
such of its employees and agents who have a need to know such particular information
in furtherance of their duties and are bound to an enforceable written agreement
prohibiting them from disclosing any such information to any other party or using such
information except for the purposes permitted by this Agreement. Except as expressly
permitted by this Agreement, neither party will use the other party's Confidential
Information or disclose such information to any third party without the prior written
consent of the other party.
DCACTI V E-604 15750.1.
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7.3 Nothing in this Agreement will prevent the receiving party from disclosing the other
party's Confidential Information to the extent the receiving party is legally compelled to
do so by any court or governmental investigative or judicial agency pursuant to
proceedings over which such agency has jurisdiction, on condition that prior tothe
disclosure, the receiving party shall (i) assert the confidential nature of the Confidential
Information; (ii) immediately notify the disclosing party in writing of the order or request
to disclose; and (iii) cooperate fully with the disclosing party in protecting against any
such disclosure and/or obtaining a protective order narrowing the scope of the
compelled disclosure and protecting its confidentiality.
7,4 Each party acknowledges and agrees that due to the unique nature of Confidential
Information, there can be no adequate remedy at law for any unauthorized use or
copying of the Services or Deliverables by Customer or any breach of the obligations
underthisSection 6regarding Confidential Information byeither party. Any such breach
would result in irreparable harm tothe non -breaching party and, therefore, upon any
such alleged breach, the non -breaching party will be entitled to seek appropriate
equitable relief, in addition to whatever remedies it might have at law, in equity or under
this Agreement.
8. INDEMNIFICATION AND LIMITATION OFLIABILITY
8,1 Each Party (the "Indemnitor") will defend, indemnify and hold harmless the other Party,
including its officials, affiliates, off ice rs, directors, agents, employees, and
representatives(joint|yandseveraUy,the"|ndemnitees"),fnomandaKainstProceedings
and Losses resulting from or arising out of: (a) the acts or omissions of the |ndemnitor
or its agents, employees, contractors' or subcontractors, except to the extent such
Losses result from the gross negligence or willful misconduct of the |ndemnitee or its
agents; (b) any breach of any representation or warranty of the Inclemnitor contained in
this Agreement; or (c) any breach of any covenant or obligation to be performed by the
Inclemnitor under this Agreement. In the event any claim is brought against a Party that
may Rive rise to an indemnifiab|e Loss, that Party will provide the other Party with
prompt notice of such claim and reasonably cooperate in connection with such claim;
provided, however, a Party's obligation tudefend the other Party against Proceedings
and Losses does not extend to Proceedings between the Parties. Neither Party, nor any
attorney engaged by a Party, shall defend the claim in the name of the other Party, nor
purport tuact aslegal representative ofthe other Party, without first receiving from its
appointed attorney'at-|avvauthority to act as legal counsel for that Party. Neither Party
shall settle any claim on behalf of the other Party without the approval of such counsel.
|ndemnitee will control the defense of any Proceeding, through its chosen counsel;
provided, however, in such instance, the |ndemnitee will allow the |ndemnitor to
participate in the settlement or defense of any Proceeding, at the |ndemnitur's own
expense.
8.2 Auri0owiU defend Customer against any claims made by an unaffiliated third party that
any Services infringes that third part/s patent, copyright or trademark or makes
intentional unlawful use nfits trade secrets or confidential information. Auri8ovvi|| also
pay the amount of any resulting adverse final judgment (or settlement to which Aurigo
consents). This Section provides Customer's exclusive remedy for these claims.
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Customer must notify Aurigo promptly in writing of the claim and give Aurigo control
over its defense or settlement of the claim. Aurigo will work with Customer's designated
representative to process and defend against the claim. Customer's designated
representative must provide Aurigo with reasonable assistance in defending the claim.
AurigowiU reimburse Customer for reasonable out ofpocket expenses that it incurs in
providing that assistance, but Aurigo will not be liable to Customer for any attorney fees
of counsel hired by Customer un|essAuriQo has expressly agreed to pay such fees in
advance and inwriting.
8.3 Aurigo's obligations in Section 7.2 will not apply to the extent that the claim or award is
based on:
a1 Customer's use of the Services after Aurigo notifies itto discontinue its use due to a third
party claim;
h) Damages attributable to the use of non-AuhQo product data or business process;
d Customer's use of Aurigo's trademark(s) without express written consent to do so;
cl) Any trade secret or undisclosed information claim, where Customer acquires the trade
secret or undisclosed information (1) through improper means; (2) under circumstances
giving rise toa duty to maintain its secrecy or limit its use; or (3) from a person (other
thanAuriQo) who owed to the party asserting the claim a duty to maintain the secrecy
urlimit the use ofthe trade secret orundisclosed information.
8.4 |fAuhQoreceives information concerning aninfringement claim related
to the
Services,Auri0o may, atits expense and without obligation tudoso: (1) procure for
Customer the right to continue to use the allegedly infringing Services, (2) modify the
Services, (3) replace the Services with a functional equivalent, to make it non -
infringing, in which case Customer will immediately stop using the allegedly infringing
Services after receiving notice from Aurigo; or (4) terminate the License as to the
infringing Services and refund any amounts paid in advance by Customer for unused
Services.
8.5 |NNDEVENTVV|LLEITHER PARTY BELIABLE TDTHEOTHER ORTOANYTH|NDPARTY FOR
ANY LOSS OFUSE, REVENUE ONPR0F|TORLOSS OFDATA ORFOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER
ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OFTHE POSSIBILITY DFSUCH
DAMAGES.
8.6 IN NO EVENT WILL EITHER PARTYS LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID OR PAYABLE TO
AU0|GOFOR ONE-YEAR FEES ASDEFINED |NATTACHMENT4OFTHIS AGREEMENT.
9' GENERALTERIM5
9'1 Parties~ Relationship; Non -exclusivity. The Parties acknowledge and agree that their
relationship is that of independent contracting entities. This Agreement does not create
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any form of legal association that would impose liability upon one Party for any act or
omission of the other, nor does it preclude either Party from conducting similar business
with other parties.
9.2 Notices. Notices, authorizations, and requests to Aurigo in connection with this
Agreement must be sent by regular or overnight mail, or express courier, to the
addresses listed below. Notices will be treated as delivered on the date shown on the
return receipt. Termination of the Agreement, a Subscription, or cancellation of a
Subscription initiated by a Customer should be sent via the AuriKo customer service
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`Notices to Aurigo:
Copies to Aurigo
Addresses provided at:
http://wmv«�au[g.oLcuIr.i/.cg-qtactZ
Contract notices email address:
contra ts@L�irigozom�
Notices, authorizations, and requests toCustomers may beemai|edtoaccount
administrators Customer identifies. Notices are effective unthe date on the return
receipt or, for email, when sent.
Notices ' toCustomer:
Copies to ' Customer
`
Mr. Skipper Jones
Mr. Robert Upton
City ofPear|and
IO1GOld Alvin Road
Pear|and,TX77581
( r U QLO a',-' bia±x- 90v)
(ojones(c�pea rIandtx.gov)
Ms. Darcy Gomez
kgomegP
DanK4cGhinnis
W-M
City ofPear|and
3519 Liberty Drive
Pear|and,TX77SQl
)
9.3 Assignment. Customer may not assign this Agreement.
9~4 Severabi|ity. If a court holds any provision of this Agreement to be illegal, invalid, or
unenforceable, the rest of the document will remain in effect and this Agreement will
be amended to give effect to the eliminated provision to the maximum extent possible.
9'5 Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach.
Any waiver must be in writing and signed by an authorized representative of the waiving
pa rty.
9.6 Applicable kav* This Agreement is governed by the laws of the State of Texas without
regard to its conflict of laws principles.
9'7 Dispute Resolution. The Parties agree that any controversy orclaim arising out ofor
relating to this Agreement, or the breach thereof, shall be settled to the extent possible
bygood faith negotiations. Any dispute which the parties cannot resolve by good faith
negotiations within ]Odays or such longer period as the Parties may mutually agree,
shall be submitted to binding arbitration inaccordance with the Commercial Arbitration
Rules of the American Arbitration Association by a single arbitrator appointed in
accordance with such Rules. The arbitration will take place inAustin, TX, USA, in the
English language and the arbitna| decision may be enforced in any court.
Notwithstanding the foregoing, claims for injunctive or equitable relief or claims
regarding Intellectual Property rights maybe brought in any competent court. Subject
to the preceding arbitration provision, the Parties consent to exclusive jurisdiction and
venue in the state and Federal courts located inAustin, TX.
9'8 Entire Agreement; Amendment. This Agreement and the schedules thereto constitute
the entire agreement between the parties and supersede all prior agreements,
understandings and other communications with respect tothe subject matter hereof.
Except as specifically provided for in this Agreement, no modification or amendment of
this Agreement will be effective unless in writing and executed by duly authorized
representative of each party.
9.9 Force majeure. Neither party will be liable for any failure in performance due to causes
beyond either part/s reasonable control (such as fine, explosion, power blackout,
earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military
authority, war, terrorism (including cyberterrorism), acts ofGod, acts or omissions of
Internet traffic carriers, actions or omissions of regulatory or governmental bodies
(including the passage of laws or regulations or other acts ofgovernment that impact
the delivery of Services)). This Section does not apply to Customer's payment obligations
under this Agreement to the extent that any services continue during the force majeure
period, for services rendered prior to the force majeure period, or once services resume
following the force majeure period.
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.~..^~ .,...... ..... ~—~-5.^`.~.` ---
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
Mr. Clay Pearson, City Manager
DocuSigne^by,
Signature
Clay Pearson
Printed Name
City Manager
Printed Title
AUR|GOSOFTWARE TECHNOLOGIES
Signature
Ba|a]i Sreenivasan