HomeMy WebLinkAboutAgr 1998-05-28 (Just Results)a_s 4F ~r_
ENGAGEMENT AGREEMENT
THIS AGREEMENT is made as of May 26, 1998 between Town of Tiburon, hereafter known as "Client"
and Just Results!, known hereafter as "Company" and/or "Consultant".
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1. Services. This document sets forth the basic terms and ditions under which Company will provide
computer and management *nsulting services to client. he details of each project (services, products
and costs) will be set forth in a attached proposal letter Client will need to review and sign-off on this
document prior to the commencement of service. If application development services will be performed, a
separate agreement will be executed which will contain the specifications of the program. Our office hours
are Monday through Friday 8:30 am to 5:30 pm. Consultants are available during most regular business
hours by phone, and in the event of emergency situations, a technician can be paged. All customer
support telephone calls will be billed at the agreed upon rate.
2. Rate of Payment for Services and Expenses. All work will be done on a time and materials basis at
rates ranging from $100 to $110 an hour. The rates charged are based on the type of work performed
and the consultant performing the work. Client agrees to reimburse Company for all reasonable expenses
incurred by Company in the performance of Services. On-site projects requiring more than 2 hours of
total driving time from Company offices to Client offices are subject to a four-hour minimum charge. A
travel fee of $45 will be charged, each way, for all calls outside of Marin County.
2a. Rates for the initial project will be $100.
3. Invoicing for Services. Client agrees to pay all invoices submitted by Company upon receipt.
4. Invoicing for Products. In addition to our consulting services we also provide a buying service. In most
cases Client will be required to pre-pay the cost, applicable sales tax and delivery of all products
purchased from Company. In the event Client does not pre-pay products, Client agrees pay for products
at the time of delivery.
5. Limited Warranties. Company makes no warranties, express or implied, with respect to the products
recommended to Client by Company. Company does not warrant or promise that the services or products
provided will be "error-free". With respect to any products recommended to Client by Company, product
warranties and guarantees are set forth by the manufacturer, and no additional warranties or guaranties
are implied with said products by Company.
6. Limited Liability. Company shall not be liable for any indirect, special, incidental or consequential
damage suffered or incurred by client or third parties, whether arising in contract or in tort, in connection
with this agreement or the services or products provided hereunder. Client agrees and understands that
company cannot predict all possible eventualities in installing, upgrading or repairing hardware and/or
software products. Company shall not be liable for, and client agrees to pay for, expenses and/or time
incurred in resolving incompatibility or inoperability of hardware and/or software products. Company will
notify client, prior to continuing work, when and if such eventualities occur during the regular course of the
performance of company's services according to this agreement, the project proposal document or work
order. Should such eventualities occur, it is the responsibility of client to authorize the continuance or
termination of work at that time. Company's liability with respect to this agreement and the services and
products provided hereunder, from all causes of action in the aggregate (including contract and tort) shall
not exceed the amount paid by client to consultant hereunder.
7. Disputes. Any disputes that arise between Client and Company with respect to the performance of this
contract shall be submitted to binding arbitration by the American Arbitration Association, to be
determined and resolved by said association under its rules and procedures in effect at the time of
submission and the parties hereby agree to share equally in the costs of said arbitration.
The final arbitration decision shall be enforceable through the courts of the State of California. In the
event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this
contract shall be as binding and enforceable as if this paragraph 7 were not a part hereof.
8. Use of Work Product. Client and Company both agree that Client shall have nonexclusive ownership
of the deliverable products, including but not limited to custom software and documentation, and the ideas
embodied therein. Client will not be restricted in modifying or distributing the products internally in any
way they wish. Company will not be restricted in developing or reselling this or similar programs or work
products to other clients.
9. Term of Agreement. This Agreement may be terminated by either party with 5 days of written notice.
Upon termination of this agreement Client agrees to pay all outstanding invoices within 10 days of the
termination date.
10. Non-disclosure. Company and Client both agree that they shall not, without prior written consent of
the other party, willfully disclose to any third party any information that is disclosed by Client to Company,
or by Company to Client, that is labeled or clearly designated by Client or Company as confidential or
proprietary information. These restrictions, however, will not apply to information that has become known
to the public generally through no fault or breach of Company or Client, or that Company or Client
regularly gives to third parties without restriction on use or disclosure.
11. Assignment. This Agreement may not be assigned by either party without the prior written consent of
the other party. Except for the prohibition on assignment contained in the preceding sentence, this
Agreement shall be binding and inure to the benefit of the heirs, successors and assigns of the parties
hereto.
ACKNOWLEDGMENT: Client has read and understands all terms set forth in this document and by their
signature below agree to engage Company for computer and management consulting services according
to the terms set forth herein. By its signature below, Company agrees to perform services for Client
according to the terms set forth here ,
By:
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From: David B. Adams To: Faxt%4352436 Date: 47/98 Time: 949:02 AM Page - of 2
Just Results!
Peak Performance Through Technology
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Diane Crane
Town of Tiburon
1505 Tiburon Blvd
Tiburon, ~A 94920
Re: Scope of work for RFP
Dear Diane:
RECEIVED
APR 0 71998
TOWN MANAGERS OFFICE
TOWN OF TIBURON
I enjoyed our brief meeting the other day and am looking forward to working with
you and Richard (it would be nice to work so close to home).
The end result of cur work together, would be an RFP that you could use to solicit
competing bids from System Integrators. The document would be clear, concise and
standardized. Each system component would clearly specified allowing you to compare
"apples to apples"; otherwise if can be very difficult to discern the best choice.
Here are the steps leading up to the completed RFP:
1. An initial meeting to review your current system and gather your requirements.
Estimated time: 1 day
2. If any research is needed as result of v.1hat we come up with in our meeting, that would
be conducted: Estimated time: 0 -1 day
3. The requirements would then be translated into system specifications. Estimated time.
2 days
4. These specifications would be forwarded to you for your review.
5. After you made your suggestions, would get togeV-ier to review them. Estimated time:
day
6. Lastly, I would incorporate your suggestions into the final document and send it back to
you so you could serd it out to the System Integrators. Estimated time Y day
If this process meets with your approval, I can begin the end of next or the
beginning of the following week. My fees for this project would be $100 an hour.
April 7, 1996
840 Via Casitas / Creenbrae CA 94904 / Tel 415.461.6309 / Fax 415.461.6303