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Home My WebLink About02646 - PFSI RECREATION COMPUTER SOFTWARE Cindy Berardi From: James R. Smith Sent: Wednesday, September 29, 2010 8:30 AM To: Cindy Berardi Subject: RE: A2646 Programmed for Success Inc. Cindy, This is no longer in use. James From: Cindy Berardi Sent: Tuesday, September 28, 2010 5:53 PM To: James R. Smith Subject: A2646 Programmed for Success Inc. Is the attached stilled active? Thank you. <<File: A2646 Programmed for Success Inc..pdf» C_.inc�cj�']erarc�i Dc-Put �_ity Clerk Office of the C.itej Cl,: is City of Palm Springs P. O. Box 2743 Palm Springs, CA 92262 (760)322-8355 Cindy.Berard i@palmspringsca.gov Please note the office hours for City Hall are Monday-Thursday 8am-6pm, and we are closed on Fridays. Please consider the environment prior to printing this e-mail. Thank yowl ' PFSi Software License & Support Recreation Semi ces Computer AGREEMENT #2646 M04290, 11-22-88 END-USER SOFTWARE LICENSE AND SUPPORT PROGRAMMED FOR SUCCESS, INC. (hereinafter, "PFSi") provides the software program(s) listed in Schedule A (Programs) and licenses their use on a single-user computer for use only by and for the organization listed in section A below (hereinafter, "Licensee") . Section A Organization Name CITY OF PALM SPRINGS Mailing Address 3200 E. TAHQUITZ-McCALLUM Physical Address 3200 E. TAUITZ-McCALLUI City PALM SPRINGS State CA Zip 92262 1) LOCATION. The above Programs are licensed for use at the physical address specified in Section A above. Licensee agrees to notify PFSi in writing 15 days prior to changing locations. 2) NON-TRANSFERABILITY. It is necessary for PFSi to license the Programs to Licensee for use only in normal operations. This license is non-transferable. Licensee! will not make and/or distribute copies (except for a backup copy) of the Programs or manual (s) , make alterations or modification to the Programs or allow third parties to use or view the Programs by time sharing, networking or any form of multiple user participation. 3) TERM OF LICENSE. The License is effective until December 31st of the same year during which the: Programs were originally shipped to the Licensee, and will be automatically renewed on January 1st of each year provided Licensee pays the annual User's Group Software Support and Maintenance Fees (Membership Dues) as listed in Schedule A, and at PFSi 's then current rates. 4) TERMINATION. This License will be terminated 1) if Licensee transfers possession of the Programs to another party; 2) if Licensee destroys all copies of the Programs and returns the original diskette(s) to PFSi immediately thereafter; 3) if Licensee or PFSi fail to comply with any term or condition of this Agreement; 4) if any subversive attempts are made to change the Licensee' s Organization Name, Address, Phone Number contained in the program(s encrypted data file(s) without written authorization from PFSi. Use of the Programs after the License has been terminated is not permitted. 5) CUSTOM MODIFICATIONS. Custom Modifications to the Programs may be undertaken by PFSi at its sole option and at its then current time and materials charges, upon request by Licensee. For each custom modification requested by Licensee and agreed upon by PFSi, Licensee shall provide written specifications to PFSi, which shall be mutually agreed upon prior to commencement of such custom modification effort. Any Custom Modifications made pursuant to this section 5 remain the property of PFSi and are subject to the terms of this Agreement. 6) PATENT AND COPYRIGHT. PFSi represents and warrants that it is the owner of software products purchased under this Agreement, including associated documentation, and has the full right to deliver to Licensee a license to use the software products and that, on delivery to Licensee, Licensee shall have license and good right to use the same free from any liens, claims, charges, or encumbrances, provided however, Licensee shall have no right to sub-license or assign its rights in respect to the software products or any part thereof. PFSi shall protect, defend, indemnify and hold harmless Licensee against any claims, suits or proceedings for patent, trademark, trade secret, copyright or franchise infringement arising out of or resulting from the installation or use of the, software, services, supplies and materials provided under this Agreement. PFSi further agrees to pay all expenses arising from such claims, suits and proceedings including costs of investigation, reasonable attorney fees, expert witness fees, damages and any other litigation related expenses and shall further pay any and all royalties, settlements or judgments for which Licensee may be liable as a result of any such litigation, claims or other proceedings. If, as a result of any claim of infringement against any patent, copyright, license or other property right, PFSi is enjoined from using the Programs, or if PFSi believes that the Programs are likely to become the subject of a claim of infringement, PFSi at its option and expense may procure the right for Licensee to continue to use the Programs, or replace or modify the Programs so as to make them non-infringing. If neither of these two options is reasonably practicable, PFSi may discontinue the license granted herein on one month' s written notice. THE FOREGOING STATES THE ENTIRE LIABILITY OF PFSi WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS BY THE SOFTWARE OR ANY PARTS THEREOF. 7) USERS-GROUP SOFTWARE MAINTENANCE AND SUPPORT. To guarantee continued support of the Programs, a reasonable annual software support fee (Membership Dues) will be charged at prevailing rates on a per product basis. In consideration for the Membership Dues charged, PFSi agrees to: 0 • a. Provide up to three hours per year of free phone support per product purchased. Beyond three hours will be billed at PFSi's prevailing hourly rate. The hourly rate of the time of execution of this Agreement is $80. 00. The support line will be available from 8 : 30 a.m. to 5: 00 p.m. Pacific Time, Monday through Friday. b. Provide annual updates to the Programs for purposes of improvement, bug fixes, or added features. Old versions of the Programs will not be supported after an official annual update has been released. If bugs are encountered by Licensee of a critical nature which prevents the operation of any of the Programs, PFSi will make its best effort to correct the bugs within a time frame to be mutually agreed upon by PFSi and Licensee. C. Provide a subscription to the PFSi newsletter, RMS II USER'S NEWS. 8) WARRANTY. PFSi warrants that the media upon which the Programs are shipped will be free from defects in material or workmanship for a period of five years from the original date of shipment. PFSi makes no representations or warranties with regard to the Programs and manual (s) including but not limited to the implied warranty of merchantability and fitness for a particular purpose. PFSi shall not assume liability for any consequential damages, interruption of service, loss of business or anticipatory revenues caused by defects or omissions contained in its Programs or manual (s) . PFSi warrants that the failure of the Programs to perform in accordance with the accompanying manual (s) as specified in Schedule A, will be corrected by PFSi within a reasonable time, provided that such failure occurs within ninety (90) days and that Licensee gives PFSi notice of such failure within ninety (90) days after the date Programs were received by Licensee. 9) PAYMENT. Upon execution of this Agreement, Programs will be shipped to Licensee by PFSi in a sealed plastic envelope. Upon opening the sealed plastic envelope, Licensee is responsible for full payment of the license fees for the Programs, and is unable to return the Programs for refund or credit. Payment for the annual Membership Dues as listed on Schedule A will be prorated beginning with the month following the date Programs are shipped to Licensee through the end of that calendar year. Terms are net 15 days, U.S. funds, 1% per month late charge on past due accounts. The above charges are exclusive of sales tax and freight charges. 10) TRAINING. Training will be provided by PFSi at Licensee' s location as specified on Schedule A. 0 0 11) ENTIRE AGREEMENT. This Agreement, including its Exhibits, Schedules, Attachments, Amendments and such documents as may be incorporated by reference, constitutes the entire End-User Software License and Support Agreement between PFSi and the Licensee with respect to the software products listed by attachment. This Agreement supersedes all proposals, oral and written, and all other communications between the parties relating to the subject matter thereof and shall be effective upon exchange of fully-executed copies. 12) ATTACHMENTS. The attachments to this Agreement are as follows: SCHEDULE A PRICE SCHEDULE SCHEDULE B HARDWARE REQUIREMENTS SCHEDULE C SYSTEM CONTACTS PFSi and Licensee hereby agree to all provisions of this Agreement. CITY OF PALM SPRINGS PROGRAMMED FOR SUCCESS, INC. Authorized Representative Authorized Representative NAME (typed) DALLAS J. FLICEK _ NAME (typed)ki ft-ru-)l\� ' &o o JZ_'v \J TITLE Assistant City Manager _ TITLE_Y" 7_4�1 P f-41Z 7' DATE November 22, 1988 DATE DC C - 11-1 ( 3200 E. Tahquitz 20473 E. Valley Boulevard Palm Springs, CA 92262 Walnut, CA 91789-2728 (714) 595-4835 � vk�Eaas d f,17 S 1