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Home My WebLink AboutDocumentation_Regular_Tab 05H_09/12/2002 , �i�Iag� G f Tequesta 901 North 41d I�ixie Highway Tequesta, F�. 33469 Ladies �.nd G�ntle�nen: Thzs letter v,rill confazm th� agreement betvv��a in��urce Softwar� �ol�ztions, L.�C. (hereinafter �alled "InSaurce"} and {" V�llage �f T�questa"} (�ereinafter referred ta as the "Custamer") whereby InS�urce shall provide s�rvices as described on the attach�d Exhzbgt A {"Scope of Work"). l. LXnless atherwrse agreed, I�Souree shall complete the Servic�s, including the preparation of all VVorl� Product (as defined below�, na Iater than (August 2� 2042 aa�d August 21, �002). T'he S�rvices are to be performed at C�astomer faciliti�� la��t�d at (9(�1 North �ld Dixi� Highway). 2. InSc►urce sha�l perf'orm the Servi��s at the Custnm�r facilities described above thrt�ugh (Ed Atch4son� an emplcayee of InSpurce, vs,�ha shall be cansider�d Ke3r Persana�el for this project. 3. (a) In full and carr�pl�te consideratian far the Servic�s, Customer shall pay InSource (�2,000.00). S�ch amount shal� be paid in �ccordance vvith Section 3{c) be�ow. C�storn�r shall remit payment to InSourc� for the s�Cisfactory delivery of services pro�rided SO% at time of order and 50�/0 upc�n completion, and as d�scribed on E�ibit A. (b� Wh�n employee af InSourc� are required tv travel outside th� metrapol�tan ateas of their primary wc�rk location�, Customer shall reimburse InSaurce for reasonable travel and meal expense a�tually incurred by� InSc�ur�� that have been authori�ed by Cust�mer in advance Cand which are in accordance vvith the Exp�:nse Gu�delines attaehed �s Exhibit B). All a.ir f.ravel sha11 be cvach class (or its cost eq��val�nt). Custc�mer slaall pay the reas�nable fare for around trip ticket from an employee's pr�rnary work lc�cat�on dir��t to the empfloyee'� d�stinatfon. InSour�e shall subrr�it r�caipts f�r all expenses that exceed �25.C10. Cu�torr�er sh�ll n€�t ha�e any obligation tc� reimbu�rse InS��arce for �ny expe�zses except as specaft�d in this Sectic�n 3�b). � Q InSource shall submit an invoice to Customer for all amounts due under this Agreement. Such invoice shall contain such detail and shall be supported by such documentation as Customer may reasonabiy require. Customer shall pay a praper invoice within 10 days after Customer receipt of such invoice. 4. in�aurce sha11 prepare such reports, designs, computer software, ddcumentation, inventions, works of authorship and other work products and items as are identified in Exhibit A or as Customer and InSource shall rnutually agree shall be prepared by InSource. If, within 30 days ofthe completion of any Work Product, Custorner notifies InSource that such Work Product as described in appendi� A is not satisfactory ta Customer, InSaurce shall promptly correct the deficiencies in such Wark Praduct. All Work Praducts shall be the original wark of InSource and its employees or contractors. �. Customer may fierminate this Agreement upan written norice to InSource with or without cause. If Customer terminates this Agreement without cause, Customer wi11 pay InS�urce, in accordance wxth this Agreement, for ail Services rendered prior to termination and any applicable fee's. 6. InSource represents and warrants tk�at (i) the Services shall be provided in a workmanlike manner with the standards of care and dili�enc� and the level of skill, knowledge and judgme�t normally practiced b� services firms performin� services of a similar nature and (ii) the Work Product and Customer use of the Work Product shall not infringe any pate�t, copyri�ht, trade secret or ather proprietary right of any third party or otherwise conflict with the rights of any third party. 7. (a) InSource will hold in strict confidence all information that has been or may be disclosed to InSource, either orally or in writin�, by Custorner, its employees, or agents in connectian with, or incidental to, the Services. InSource will use any such information only for the benefit and at the direction of Customer and, uniess it has secured th� prior express written consent of Customer, will not disclose such information to any third party, except those of InSource's employees who have a genuine need to know such information for the performance of InSource's Services far Customer, and subject to a suitable undertaking of canfidentiality �'rom any such employee similar in scope to this Section '1. (b) It is understood that InSource's obligations under paragraph (aj of this Section 7 do nat apply ta (i) information that InSource can demonstrate by competent proof to have bee� in InSource's passession prior to Customer � disclosure of such information to InSaurce, (ii} information that is generally available ta the public oth�r than as a resuit of disclosure by or at the direction of InSource, or (iii} information that is furnished to InSource by a tt�ird party as a matter of right without restriction on disclosure and that was not received directly or indirectly fram Customer. 8. Neither party shall, without the priar written approval of the other party, (a) advertise or otherwise publicize the existence or terms of this Agreement or any other aspect of tl�e relatianship between Customer and InSource, or (b} use the other party's name or any trade name, trademark or service mark belang�ng to the other party in press releases or in any forrn of advertising. 9. If required following the execution of this Agreement, InSource shall provide to Customer certificates af insurance evidencing the caverage and limits described in Exhibit C. 10. This Agreement shall be governed by and construed in accordance with the laws of the Commonweaith of Virginia, without regard to its conflict of laws principles. The parties hereby consent to the jurisdiction of and venue in any federal or sta�te court of campetent jurisdiction located in the Commanwealth of Virginia for the adjudication of any disputes axising under this Agreernent. In the event of any conflict between the terms of this Agreernent and any other docum�nt (including without limitation Exhibit A hereto) exchanged between Customer and InSaurce related to the Services covered by this Agreement, the terrns of this Agreement shall be contralling. If the forgoing reflects pur agreement, please indicate by signing be�aw. � Very Truly yours, InSource Software Solutions By: Print Name and Title: Agreed to: Customer ' � By � � Print Name and Title: ./ ,,�' , ; j � .. -'-�.� ��,-,.....,.,. �� z � � � EXHIBTT A SCOPE OF WORK "Training and pragramming services to upgrade InTouch on up to 4 nodes. Provide troubleshooting assistance for application or communication issues as needed." _ EXHIB�'T B INSOURCE EXPENSE GUIDELINES Purpose: Comrnunicate to "customer" guidelines for reirnbursement of expenses when traveling on "customer" business. "Customer" is not required to reimburse expenses exceedin� these guidelines. It is the responsibility of the InSource to assure that any of its subcontractors comply with these guidelines. EXPENSE GUIDELINES: A11 expenses will be submitted as soon as practicat on a monthly basis, but no t�ter than thirty days after end of month in which the� were incurred RECEIPTS - Must be submitted for all business expenses of $25 or more HOTELS — Rate not ta exceed "custamer" discount rates at designated local hotels or lowest rate at closest reputable hotel for single occupancy -In room movies and refreshment bars are nat reimbursable expenses. MEALS - The cornbined cost af breakfast, lunch and dinner should not exceed $50.00 per day. -Drinks not included in the cost of dinner are not reimbursable. AIR TRAVEL -must be coach class ar its cost equivalent. No first class or business class travel without prior written appraval of a"customer". CAR RENTAL/PERSONAL CAR USA+GE -rental should not exceed a mid-sized car or its cost equivalent. When renting a car, fuel tank should be refilled prior to auto drop off. Use of a personal auto will be reimbuxsed at the current IRS mileage reimbursement rate. � PHONE -reasonable and custornary daily expenses wi11 be reimbursed. Business c�.11s should include reason for call and person called. Reimbursable personai calls should be limited to one per day. MISCELLANEOUS TIPS -excluding meal service, miscellaneou� tips to housekeeper, door attendant, etc. are not reimbursable, LAUNDRY -anly reimbursable when trav�lxng for more tha.t six consecutive days on "customer" business. TRAVEL WITH PERSON NOT ON "CUSTOMER" BUSINESS -when traveling an "customer" business and is accompanied by someone not traveling on "customer" business (such as a spouse), any e�penses incui by the person not on "customer business (including incremental expenses such as charges for additianal occupants in a hotel room) is not reimbursable. �