HomeMy WebLinkAbout02494 - UNIFORCE FLEET MX COMPUTER SOFTWARE Cindy Serardl
From: James R. Smith
Sent: Tuesday, September 28, 2010 3:16 PM
To: Cindy Berardi
Subject: RE: Old Contract Question (A2494 Uniforce)
Hello Cindy,
That is the old Multiforce software that we are not using any longer. Yes you can close
the contract.
James
From: Cindy Berardi
Sent: Tuesday, September 28, 2010 2:54 PM
To: James R. Smith
Subject: Old Contract Question (A2494 Uniforce)
Hi James,
The attached contract was approved in 1987 and I need to confirm whether it needs to be closed.
I'm asking you because back in 1987 it was administered by Information Services. Thank you.
<<File: A2494 Uniforce Corp..pdf»
C.ind,q 5erardi
Deputy City C_lerlc
Officc of tkc C ity C^Ici-L
City of Palm Springs
P. 0. Box 2743
Palm Springs, CA 92262
(760)322-8355
Cindy.Berard iapalmspringsca.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 you!
Uniforce - Computer software
for fleet mgmt system
AGREEMENT #2494
MO 3868, 2-4-87
INSTALLATION AGREEMENT
THIS AGREEMENT, made as of this 15th, day of June, 1987,
by and between UNIFORCE Corporation, of P.O. Box 1299, Princeton, NJ
08542 (hereinafter referred to as UNIFORCE) , and the City of Palm
Springs (hereinafter referred to as CLIENT) .
UNIFORCE desires to provide and CLIENT desires to purchase
computer products and services to assist in the management of fleet
resources and vehicles; as presented in the proposal called Fleet
Maintenance Management and Reporting System and an Automated Fueling
and Data Acquisition System, fully described in the attached Proposal
and Quotation.
NOW THEREFORE, based on the foregoing premises, the parties
agree as follows:
1 . Payment:
A. CLIENT agrees to pay UNIFORCE software license
fees, installation fees and training fees as set forth in the
attached Proposal and Quotation.
B. CLIENT further agrees to reimburse UNIFORCE for all
costs and expenses incurred by UNIFORCE relative to the shipping,
delivery and installation of all computer products and services.
C. UNIFORCE reserves the right to change its fees
after twelve (12) months following the date of execution of this
Agreement upon 30 days written notice to CLIENT. The Customer
Support Service Agreement may be revised by thirty (30) day notice
and by mutual agreement.
D. Additional services requested whether or not
included in this Agreement will be mutually agreed to in writing at
the time of such request.
E. All fees are due and payable within thirty (30)
days of the invoice date. In the event that payments are not
received as due, UNIFORCE reserves the right to discontinue all work
until such payments are current. Additionally, UNIFORCE may, upon
ten (10) days written notice of such overdue payment should client
not cure within such ten (10) day period, inactivate software and
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systems and claim all property of UNIFORCE.
F. In the event a billing dispute should occur, CLIENT
and UNIFORCE will work together to determine the disposition of the
disputed amount, and CLIENT will pay all amounts mutually agreed upon
within thirty (30) days from the date the dispute was settled.
G. Upon installation and demonstration of the proposed
software, an initial software license fee payment in the amount of
$9,250.00 will become due, payable within thirty (30) days of
presentation of proper invoice. The initial payment represents 50%
of the software License Fee. A second payment of 40% of the License
Fee shall be due following thirty (30) days of successful operation
of the software. CLIENT may retain 10% of the software License Fee
until final acceptance of the system. UNIFORCE shall be notified in
writing within ninety (90) days of the Date of Installation of any
issues required for acceptance or the package shall be deemed
accepted and subject to final payment. Installation and training
charges will be invoiced and progress payments made as training days
are provided as quoted in the Proposal . Additional days will be
invoiced at rates in effect at the time such days are provided but in
no case beyond the days quoted without written approval of the
CLIENT.
H. For purposes of this Agreement, the term Date of
Installation shall mean the date on which computer software, as set
forth in the attached License Agreement, is installed, operational
and UNIFORCE begins CLIENT training.
2. Warranty and Representations:
A. UNIFORCE represents and warrants that the software
and hardware system proposed will perform the operating functions and
operate in the software and on the equipment configurations as set
forth in the Proposal . UNIFORCE further represents and warrants that
said software will be of good merchantable quality and fit for the
known purpose for which it is sold.
B. UNIFORCE warrants its ownership rights to the
software and warrants that the products hereby sold do not infringe
upon or violate any patent, copyright, trade secret or any other
proprietary right of any third party. In the event of any claim by
any third party against CLIENT, CLIENT shall promptly notify UNIFORCE
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and UNIFORCE shall defend such claim, in CLIENT's name, but at
UNIFORCE's expense and shall indemnify CLIENT against any loss, cost,
expense or liability arising out of such claim, whether or not such
claim is successful . The CLIENT shall have the right to be repre-
sented by counsel , but such representation shall be at the CLIENT' s
own expense. At the request and expense of UNIFORCE, the CLIENT
shall actively cooperate and assist UNIFORCE to the fullest extent in
the defense of any such legal actions or proceedings. In the event
that UNIFORCE shall fail to defend any such legal actions or proceed-
ings, the CLIENT may, in addition to any other legal remedies which
the CLIENT might have, at its election, defend such suit and be
reimbursed by UNIFORCE for all reasonable expenses (including
attorney's fees) incurred by the CLIENT in this connection and
UNIFORCE shall pay all damages and costs awarded in any such suit
against the CLIENT, whether or not CLIENT defends such suit.
C. In the event an injunction shall be obtained
effective against the use of the product or parts thereof by reason
of the infringement of the United States or other patent, copyright,
trade secret or other proprietary right, UNIFORCE shall , at its
option, and at its expense, either:
(1 ) If obtainable at a reasonable price, procure for
the CLIENT the right to use the product, part, manual , or other
infringing component, or
(2) Replace or modify the same in a manner that does
not degrade the performance of the system, so that it becomes non-
fringing, or
(3) UNIFORCE may repurchase any infringing part,
manual , or software purchased hereunder by the CLIENT, together with
any and all other machines, parts, manuals, or software which would be
unfit for the purposes originally procured by the CLIENT due to the
loss of the infringing machine or part, manual or software, at:
a. In the case of machines, the depreciated
purchase price, using an eight (8) year
life, straight line, and
b. In the case of spare parts, manuals, or
software, at the purchase price thereof.
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D. Liability of UNIFORCE for breach of any and all
warranties herein is expressly limited to the remedies provided
herein, and in no event shall UNIFORCE be liable for special ,
incidental or consequential damages by any reason thereof; provided,
however, that remedies hereunder shall be limited to the following:
(1 ) Repair of the system;
(2) Replacement of any defective components therein; or
(3) Replacement of the equipment or software with
equipment or software of equal or greater per-
formance.
UNIFORCE may elect any one or more of the foregoing, but
all will be at no cost to the CLIENT. If UNIFORCE is unable to
perform as set forth above, the CLIENT shall be entitled to recover
actual direct damages, but in no event shall UNIFORCE be liable for
incidental or consequential damages. This limitation of liability
shall not apply to the payment of cost or damage awards referred to
in paragraph 2.B of this Agreement or to claimsfor personal injury or
property damage caused by UNIFORCE's negligence.
E. The warranty and indemnity obligations set forth
herein are in addition to any other express warranties or express
obligations or liabilities on the part of UNIFORCE arising out of or
in connection with the use or performance of the system and parts
thereof.
F. If requested, UNIFORCE shall use its best efforts
to correct any defect attributable to CLIENT's error. CLIENT shall
reimburse UNIFORCE for its efforts hereunder at UNIFORCE' s then
current rates plus expenses.
G. There are no warranties except as set forth in this
Section.
H. The warranty period shall begin on the Date of
Installation and continue for a period of ninety (90) days.
3. Programming Modifications:
The following programming modifications will be com-
pleted by UNIFORCE and delivered to CLIENT within sixty (60) days of
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the date of execution of this Agreement:
Charge to
CLIENT
A. Cumulative Reserve (Depreciation) Capability No Charge
Enable manual entry of beginning reserve
surplus/deficit balances and the dollar
amount of monthly reserve charges.
B. General Ledger Interface $ 1 ,800
Enable General Ledger interface from
UNIFORCE software to CLIENT's current
General Ledger software.
4. Term and Delivery Date:
The term of this Agreement shall commence on the date
of execution of this Agreement and shall expire upon completion of
the warranty period, or on receipt of final payment, whichever shall
occur last.
For purposes of this Agreement, the term Date of
Delivery shall mean the date on which computer software as set forth
in the attached License Agreement is installed on CLIENT HARDWARE or
on hardware being used by the CLIENT. The anticipated Date of
Delivery is set forth on or about '9,tn1� ih 1987.
5. Taxes:
Any tax imposed on the transaction described in the
attached Proposal and Quotation, this Agreement or any part thereof,
by any governmental body shall be the responsibility of the CLIENT.
Any of such taxes which UNIFORCE or its designee may be required to
collect or pay shall be included as a separate charge to CLIENT by
UNIFORCE, excluding taxes based on the income of UNIFORCE.
6. Excused Performance:
UNIFORCE and its designees and CLIENT and its designees
shall not be deemed to be in default of any provision hereof or be
liable for any delay, failure in performance, or interruption of
service resulting directly or indirectly from acts of God, civil or
military authority, civil disturbance, war, strikes , fires , or other
catastrophies, or other force major beyond its reasonable control .
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7. Default:
In the event of a material breach by CLIENT of any of
the terms hereof, UNIFORCE shall give written notice to CLIENT
setting forth such breach and, if such breach is not cured by CLIENT
within fifteen (15) days of such notice, UNIFORCE may then terminate
this Agreement and may recover possession of all computer software
and related products provided but not yet paid for in addition to any
other remedies provided by law. All costs of such recovery shall be
reimbursed to UNIFORCE by the CLIENT.
8. ,Assignability and Transferability:
Except as provided for herein, CLIENT shall not have
the right to transfer or assign any of CLIENT's rights in or know-
ledge of products and services provided and any attempt to do so by
CLIENT without the express written permission of UNIFORCE shall
constitute a breach of this Agreement.
9. Notices:
All notices required hereunder will be sent via
certified mail , return receipt requested, as follows:
(a) if to the CLIENT:
City of Palm Springs
P.O. Box 1786
Palm Springs, CA 92263
Attention: Len Mills, Fleet Operations Manager
(b) if to UNIFORCE
UNIFORCE Corporation
41 Tamarack Circle
Skillman, NJ 08558
Attention: Allan J. Yeast
10. Severability:
If any part, term or provision of this Agreement shall
be held invalid, unenforceable, or in conflict with any federal ,
state or local statute or regulation, this Agreement shall be
considered divisible and the validity of the remaining portions or
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• •
provisions shall not be affected thereby.
11 . Captions:
The captions introducing sections of this Agreement are
for convenience only and do not define or modify the sections to
which they relate.
12. Governing Law:
The execution, construction and performance of this
Agreement shall be governed by and subject to laws of the State of
California.
13. Attorney's Fees:
If any action at law or suit in equity, including an
action for declaratory relief, is brought to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled
to reasonable „attorney's fees, court costs and necessary disburse-
ments in addition to any other relief to which it may be entitled.
14. Entire Agreement:
This Agreement, including the attached Proposal and
Quotation, the License Agreement, the Customer Support Services
Agreement and exhibits hereto constitutes the complete Agreement
between the parties and supersedes all previous communications,
representations or agreements, either written or oral , and no modi-
fications will be binding unless signed by both parties and contained
in a document of equal formality.
IN WITNESS, WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
CITY OF PALM SPRINGS UNIFORCE CORPORATION
By/ /�/ a ��• jF., By ti
Q ,,gam
Title �y;v �� Title �� 'Y
0
Date S ewe k5 Date
f'.�' ;•' oTI
MINUTE ORDER NO. 3868
AUTHORIZING THE PURCHASE OF
THE UNIFORCE FLEET MANAGEMENT
SYSTEM IN THE AMOUNT OF $27,057,
I HEREBY CERTIFY that this Minute Order,
authorizing the purchase of the Uniforce
Fleet Management system from Uniforce
Corporation in the amount of $27,057, was
adopted by the City Council of the City of
Palm Springs, California, in a meeting thereof
held on the 4th day of February, 1987.
'JUDITH SU H
City Clerk
f
LICENSE AGREEMENT
UNIFORCE CORPORATION
SOFTWARE PRODUCTS
Licensee: CITY OF PALM SPRINGS
This Agreement is entered into by and between UNIFORCE Corporation
(UNIFORCE) and the above identified licensee under the following
terms and conditions:
1 . License:
UNIFORCE hereby grants and Licensee accepts a non-exclusive
and non-transferrable license to use the software product(s )
listed in paragraph 2 in accordance with the items and
conditions contained herein.
2. Software Products:
The following software products are subject to this
Agreement:
PARTS FORCEtm
TASKFORCEtm
DATA FORCEtm
3. Title:
No title to or ownership of source code/object code
listing, or any of its parts, is hereby transferred to
Licensee. Licensee' s rights shall at all times be subject
to the copyright and use contained in this Agreement.
4. Licensee' s Rights and Obligations:
a. License to Use Software Products
In consideration of the license fee or service fees
paid by Licensee hereunder, Licensee obtains the
License to Use Software Products and executable
derivatives thereof, with no time limit except as
defined in the Customer Support Service Agreement.
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b. Copyright Notices and Licensee's Obligations
Licensee agrees that the source code and listings and
object code which is derived therefrom shall not be
copied except for archive purposes, to replace a worn
copy, for program error verification by Licensee or as
otherwise provided in this Agreement, nor may they be
copied onto any media (e.g. magnetic tape, paper tape,
disc memory cartridges, Read Only Memory, etc. ) for any
other purpose without prior written authorization from
UNIFORCE Corporation. The media containing such
authorized copies shall have prominently displayed
thereon the following notice:
(C) 1983, 1984, 1985, 1986 UNIFORCE
Corporation. All rights reserved.
Copy made by permission of UNIFORCE
Corporation
Licensee shall place the notice set forth above on all
media containing source code or executed derivative code
or portions thereof.
c. UNIFORCE agrees that it will maintain the source code in
an escrow account, to be accessed in the event UNIFORCE
were to cease operations. As modifications and upgrades
are released, UNIFORCE agrees to provide the source code
for the upgraded software to CLIENT for its escrow
account, as reference in attached Escrow Agreement.
5. Non-Disclosure:
UNIFORCE regards the source code, object code listings,
executable derivatives and any accompanying documentation
supplied under this Agreement to be of a confidential
nature. Licensee agrees not to publish or disclose such
materials without prior written permission from UNIFORCE.
Licensee further agrees to inform its employees of the con-
fidential nature of the materials provided hereunder.
Licensee's employees shall be bound in the same manner as
Licensee. The provisions of this paragraph shall survive
the terms of this Agreement.
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6. License Fees:
a. The fees for the License to Use the Software Products as
herein specified shall be as specified in UNIFORCE's
attached quotation or on the Price List in effect on the
date UNIFORCE receives Licensee's order.
b. Unless otherwise stated, all fees are exclusive of state
and local use, sales, property (ad valorem) and similar
taxes. Such taxes, when applicable, will appear as
separate terms on UNIFORCE's invoice.
c. Licensee shall use its best efforts to pay all invoices
issued under this Agreement within thirty (30) days from
the date of the invoice. In the event a billing dispute
should occur, Licensee and UNIFORCE will work together
to determine the disposition of the disputed amount and
Licensee will pay all amounts mutually agreed upon
within thirty (30) days from the date the dispute was
settled.
7. Disclaimer of Warranties:
Except as provided in the INSTALLATION AGREEMENT, UNIFORCE
makes no express or implied warranty of any kind with regard
to the software products distributed.
8. Limitation of Liability - Indemnity:
Except as provided in the INSTALLATION AGREEMENT, Licensee
agrees that UNIFORCE shall not be responsible for any loss
or damage to Licensee, its agents, servants and employees,
caused by failure of the products furnished hereunder to
function.
9. Terms:
a. This Agreement shall continue in full force and effect
unless and until terminated by Licensee without cause,
upon one hundred twenty (120) days prior written notice.
UNIFORCE may terminate this Agreement at its option and
upon notice only if Licensee fails, neglects or refuses
to comply with the terms and conditions herein.
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b. Upon termination of this Agreement, Licensee shall
promptly return all materials (including tapes and
printed matter) furnished by UNIFORCE hereunder. No
refunds will be granted for returned materials.
Furthermore, Licensee shall use its best efforts to
destroy all materials made by Licensee, including
programs stored in computer memory and all derivative
works in Licensee' s possession, including but not
limited to source code and executable derivative code
software and documentation.
10. Executable Derivative Code:
Means a version or derivative of the source code which can
be executed by a computer system without further modi-
fication. Examples of Executable Derivative Code are binary
object code and code which can be directly executed by an
interpreter.
Effective this 0a day of a
LICENSEE: UNIFORCE Corporation:
Authorized Represe4tative Author izid jesentative
^�"=tQ 2� President
Title Title
p
*Svignatur
Signature �
P.O. Box 1786 P.O. Box 1299
Palm Springs Princeton, NJ 08542
Address Address
�� - 4 -
MINUTE ORDER NO. 3868
AUTHORIZING THE PURCHASE OF
THE UNIFORCE FLEET MANAGEMENT
SYSTEM IN THE AMOUNT OF $27,057.
I HEREBY CERTIFY that this Minute Order,
authorizing the purchase of the Uniforce
Fleet Management system from Uniforce
Corporation in the amount of $27,057, was
adopted by the City Council of the City of
Palm Springs, California, in a meeting thereof
held on the 4th day of February, 1987.
L--JUDITH SU H
City Clerk
�t
CUSTOMER SUPPORT SERVICES
AGREEMENT
UNIFORCE CORPORATION
CUSTOMER SUPPORT SERVICE (CSS)
I. Services Provided by UNIFORCE
1 . Account Assigned Systems Engineer A UNIFORCE Systems Engineer
is responsible for Customer's account to provide ongoing
support with regularly scheduled contacts. The account
Systems Engineer is also responsible for assuring that all
other support services are being provided to the Customer as
specified herein.
2. Telephone Assistance The Customer' s System Manager will be
given a specific telephone number for the designated UNIFORCE
Phone-in Consulting Service (PICS) office. This number is to
be used by the Customer's System Manager to contact a trained
UNIFORCE Systems Engineer to discuss questions and provide
advice on resolving programming difficulties encountered in
the use of UNIFORCE software. The UNIFORCE Systems Engineer
will assist the System Manager in utilizing UNIFORCE-supplied
software and in identifying and providing a work-around for
problems found in UNIFORCE software. Assistance may include
communicating via terminal from the UNIFORCE site. The hours
of coverage for telephone assistance are during regular
business hours, 9:00 a.m. through 5:00 p.m. , Eastern Standard
Time, at the PICS center Monday through Friday, exclusive of
UNIFORCE holidays (a copy of which is attached) . The maximum
response time for telephone requests is four (4) hours during
the hours of coverage. All telephone related communications
will be covered by the monthly support fees, as set forth in
the attached Proposal and quotation. Shipping charges will
be billed to the client.
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3. Onsite Assistance In the event that telephone assistance is
not sufficient or if the System Manager's question is of a
critical nature, the System Manager may request onsite
assistance. UNIFORCE will provide onsite service for
customer facilities within a 100 mile radius of the UNIFORCE
Service Responsible Office (SR) in Princeton, NJ, during the
hours of coverage, 9:00 a.m. to 5:00 p.m. , local time, at the
UNIFORCE Service Responsible Office, Monday through Friday,
excluding UNIFORCE holidays. The response time involved will
be within forty-eight (48) hours, during the hours of
coverage, after the request of onsite assistance has been
received by UNIFORCE. (Additional travel charges and
increased response time will be incurred by Customers whose
facilities are located at more than 100 miles from the
UNIFORCE Responsible Office. )
If the reported problem(s) is not the result of a UNIFORCE
Software error, the onsite services are subject to additional
time and material charges. No onsite services will be
provided for UNIFORCE software products which have been
modified by the Customer. Onsite assistance is limited to
isolating, identifying, verifying and reporting problems
associated with UNIFORCE software products. As an interim
solution until the reported problem is solved, the UNIFORCE
Systems Engineer will assist the customer in finding a work-
around for the Customer's software which allows utilization
of the system. The implementation of the Systems Engineer's
recommended interim solution is the responsibility of the
Customer.
4. Software Updates: As permanent solutions are developed for
known UNIFORCE software problems, they will be incorporated
into planned software updates. UNIFORCE will provide the
Customer's System Manager with these updates. UNIFORCE will
provide any training UNIFORCE considers necessary to assure a
smooth transition to a new software update. All assistance
provided in updating software will be at no cost to the
Customer.
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5. Software Problem Reporting If any potential problems
develop with installed UNIFORCE software or updates, and the
problem is not listed in the Software Status Bulletin, a
Service Request may be submitted. Service Requests are to be
written by the Customer and forwarded to the account-assigned
Systems Engineer in the local UNIFORCE office, P.O. Box 1299,
Princeton, NJ 08542, or by a Systems Engineer on behalf of
the Customer. UNIFORCE will acknowledge receipt and inform
the Customer of the disposition of the Service Request.
UNIFORCE Software engineering will revise UNIFORCE software
(manuals, documentation and/or programming) consistent with
the intent of UNIFORCE published software specifications.
UNIFORCE retains the right to determine the final disposition
of all reported problems.
6. Newsletter The UNIFORCE Newsletter for the computer system
being supported will be mailed periodically to the Customer's
System Manager. This publication contains application data,
operational and programming techniques. Instructions for
installing software updates are also included in this
publication.
7. Software Status Bulletin The Software Status Bulletin
updates will be mailed periodically to the Customer' s System
Manager. A cumulative bulletin will also be provided. These
bulletins discuss the reported operational status of UNIFORCE
software and software documentation and may provide possible
temporary corrections or ways to work around discrepancies
reported in UNIFORCE software.
8. Software Manual Updates The Customer's System Manager will
receive one copy of the appropriate software reference manual
updates or revisions as UNIFORCE makes them available.
II. Limitation of Service
A. Non-qualified Products Non-qualified products will not be
covered under Customer Support Service.
1 . A Non-qualified Product is defined as any not supplied by
UNIFORCE, and any product supplied by UNIFORCE which has
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been modified by the Customer or any third party. If
Customer does not allow UNIFORCE to incorporate engineer-
ing changes into products being maintained under this
service, said products shall then be considered Non-
qualified Products, and shall be deleted from coverage.
2. If Customer and UNIFORCE mutually agree that there is
reasonable cause for Customer not installing engineering
changes into products being maintained under this
service, said products will continue to be covered under
the Customer Support Service and will not be considered
Non-qualified Products.
3. Support Services provided hereunder shall be subject to
UNIFORCE 's commercially published rates should such
service be required for a malfunction caused by Non-
qualified Product. If UNIFORCE's service efforts to
isolate the cause of a malfunction are increased as a
result of Non-qualified Product, UNIFORCE will charge its
commercially published rates for such extra service.
4. If in UNIFORCE's opinion, performance of support services
are made more difficult or impaired because of a Non-
qualified Product, the customer will immediately remove
the Product at its own risk and expense.
B. Supported Software Versions UNIFORCE will provide support
for any version of the associated software products supplied
by UNIFORCE.
III . Prerequisites
A. A Trained System Manager responsible for maintaining integr-
ity. of the system's hardware and software and a trained
designated alternate must be identified as the Customer
contact for UNIFORCE.
B. Customer Support Service can only be purchased for UNIFORCE
systems for which the right to use the associated software
products comprising software licenses and limited rights to
use has also been purchased.
- 4 -
C. Customer Support Service, if available, must be purchased for
all the UNIFORCE software products which compose one computer
system. CSS cannot be purchased for specific software
products while omitting others.
D. Before UNIFORCE commences to supply Customer Support Services,
all system software products must be at the current release
or revision level and must not be modified in any manner by
the Customer or by a third party.
IV. Responsibilities of the Customer
A. Customer shall provide UNIFORCE with reasonable access to and
use of all information and facilities determined necessary by
UNIFORCE to support the products.
B. Customer is responsible for maintaining a procedure external
to the products for reconstruction of lost or altered files,
data or programs to the extent deemed necessary by the
Customer, and for actually reconstructing any lost or altered
files, data or programs.
C. Customer shall follow routine operator procedures as speci-
fied in the UNIFORCE Operating Manuals for the products.
D. A representative of the Customer shall be present at the site
at all times service is being performed by UNIFORCE. UNIFORCE
personnel will not enter or remain at a Customer's facility
in the absence of Customer's personnel .
E. Customer is responsible for the safeguarding of its proprie-
tary and classified information.
V. Software Use Limitations and Copyright Restrictions for Object
Code Updates
A. Right to Use Limitations and License Grant
Customer is hereby licensed the right to use the updates to
or derivatives of the products covered by this service on
its computer system with no time limit. No title to or
ownership of the software or any. of its parts covered by
this service is hereby transferred to the Licensee. Licensee's
right to use shall at all times be subject to the use
restrictions Wand. copyright, restriction's specified herein.
- 5 -
B. Copyright Restrictions
1 . All updates to or derivatives of the UNIFORCE computer
software provided by this service are copyrighted, and
may not be copied except for archival purposes to replace
a defective copy, or for program error verification by
Licensee. UNIFORCE copyrighted materials may not be
copied into any media (e.g. mag tape, paper tape, disc
memory cartridges, Read Only Memory, etc. ) for any other
purpose.
2. The authorization to duplicate copyrighted materials
hereunder shall not be construed to grant Licensee or
Licensee's customer the right to use UNIFORCE copyrighted
material in any manner other than that which is provided
in this agreement or otherwise approved in writing by
UNIFORCE.
3. The Licensee agrees to label each copy of the updates to
or derivates of the software with the following, copy-
right notice: Copyright UNIFORCE Corporation, 1983, 1986.
Copy made by permission of UNIFORCE Corporation."
VI . Term and Billing
A. Fees for Customer Support Services shall commence immediately
following the warranty period as defined in the Installation
Agreement for the licensed products and continue for a period
of not less than the succeeding nine months at fees specified
in the Proposal and Quotation.
B. Invoices will be presented and payment will be due in advance
of the quarter in which services are to be provided.
C. Following the initial nine (9) month period following soft-
ware warranty, Customer Support Service is optional at fees
in effect at the time. Customer Support Service may be
cancelled by the Client by non-payment.
_ 6 _
AGREED TO THIS 15th DAY OF June 19 87
BY Norman R. King AUTHORIZED REPRESENTATIVE
City Manager TITLE
City of Palm Springs CLIENT
City of Palm Springs ADDRESS FOR INVOICING
c/o City Shop
P.O. Box 1786
Palm Springs, CA 92263
Same as above or for UPS, ADDRESS FOR SHIPPING
Federal Express, etc. use:
City of Palm Springs
C[o Purchasing Dept. /Cay Young
4 S Nn. Civic Dr iv
Palm Springs, CA 9226
naming Cay Young AS SYSTEM MANAGER
Kay Guzie AS ALTERNATE
Signature of Client Authorized representative
r
Accepted this 15th day of June 19 87
UNIFORCE Corporation R,7 ,, n, ^1�� n�.
P.O. Box 1299
Princeton, NJ 08542 /,� ' /� ,�/
by Allan J. Yeast
Authorized Representative
President Title
.AL � Signature
- • i
UNIFORCE HOLIDAYS FOR THE REMAINDER OF 1987 ARE AS FOLLOWS:
MEMORIAL DAY 5/25
INDEPENDENCE DAY 7/3 and 7/6
LABOR DAY 9/7
COLUMBUS DAY 10/12
THANKSGIVING 11/26 and 11/27
CHRISTMAS 12/24 and 12/25
NEW YEAR'S 12/28 thru 12/31
UNIFORCE WILL NOTIFY CLIENT OF UNIFORCE HOLIDAYS, IN WRITING, AT THE
BEGINNING OF EACH YEAR.
MINUTE ORDER NO. 3868
AUTHORIZING THE PURCHASE OF
THE UNIFORCE FLEET MANAGEMENT
SYSTEM IN THE AMOUNT OF $27,057.
I HEREBY CERTIFY that this Minute Order,
authorizing the purchase of the Uniforce
Fleet Management system from Uniforce
Corporation in the amount of $27,057, was
adopted by the City Council of the City of
Palm Springs , California , in a meeting thereof
held on the 4th day of February, 1987.
JUDITH SU H
City Clerk
f
I
i
RICHARD G. HOLMES
ATTORNEY AT LAW
2014 BRANDYWINE STREET
PHILADELPHIA,PA. 19130
(215) 569-9536
June 24 , 1987
Mr. Len Mills
City of Palm Springs
P.O. Box 1786
Palm Springs, CA 92263
Re : Uniforce Corporation Escrow Agreement
Dear Mr. Mills :
Enclosed are four (4) signed and sealed originals of the
Escrow Agreement between the City of Palm Springs and
Uniforce Corporation.
Please return one fully executed copy to me and one fully
executed copy to Uniforce Corporation.
Thank you.
Sincerely,
Richard G. Holmes
cc : Uniforce Corporation
ESCROW AGREEMENT FOR BENEFIT OF UNIFORCE CLIENTS
THIS AGREEMENT, made and entered into this 28th day of
June, 1987, by and between
the City of Palm Springs, hereinafter referred to as "CLIENT"
AND
UNIFORCE Corporation, a New Jersey Corporation having its principal place of
business at 41 Tamarack Circle, Skillman, New Jersey 08558,
hereinafter referred to as "UNIFORCE"
AND
Richard G. Holmes, Esquire
hereinafter referred to as "ESCROW AGENT"
with offices at 2014 Brandywine Street, Philadelphia, Pennsylvania 19130,
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, it is agreed between the parties hereto as follows :
W I T N E S S E T H:
1 . The purpose of the within Agreement is to provide fundamental
assurance to the CLIENT of UNIFORCE of the long term viability of the system
which has been purchased by CLIENT in the event that UNIFORCE is unable to
give future support to said system (as defined in the Support Agreement which
is part of the purchase contract documents) during any periods the Support
Agreement is in effect and full consideration has been paid therefore by
CLIENT to UNIFORCE. The Support Agreement is attached hereto.
2. There is hereby lodged with ESCROW AGENT, UNIFORCE computer tapes,
supporting documentation, including source computer language programs, data
base schema and related proprietary information (attached hereto and made a
part hereof as "Exhibit A") sufficient to insure on-going maintenance and
repairs of UNIFORCE supplied software.
3. If CLIENT becomes of the opinion that UNIFORCE has breached its
Support Agreement, or has withdrawn from the market the product purchased by
CLIENT, or there exists sufficient evidence that UNIFORCE has ceased business
operations by virtue of bankruptcy, insolvency, receivership, assignment for
benefit of creditors or the like, the CLIENT shall give 30 days written notice
of such fact to UNIFORCE and to ESCROW AGENT requesting release of the escrow
materials that would support the specific software purchased.
4. It is agreed between the parties that as partial consideration for
any such release of information, CLIENT shall pay to ESCROW AGENT for the
benefit of UNIFORCE and any obligation it may have to ESCROW AGENT a sum equal
to the charge for a one (1) year Support Agreement from the date of such
request, less credit for any unused portion of a Support Agreement previously
paid.
5. It is hereby acknowledged by CLIENT that all materials released under
this Agreement shall continue to be protected under the existing License
Agreement in perpetuity and are for use by only licensed clients of UNIFORCE
for their exclusive license only and shall not be divulged to any other party
or utilized for any other purpose whatsoever.
6. Specific system programs and documentation shall be released only to
clients that have executed License Agreements, are registered with the ESCROW
AGENT and have current Support Agreements for which full consideration has
been paid.
7. UNIFORCE covenants to regularly update such escrowed materials so
that they will contain the latest released information (on a quarterly update
basis) relating to system program documentation.
S. UNIFORCE shall indemnify and hold ESCROW AGENT harmless against any
and all claims (except criminal charges) arising directly or indirectly from,
as a result of, or in connection with this Agreement, and shall pay all costs
(including, without limitation, attorneys' and accountants' fees) incurred by
ESCROW AGENT in defending against them, promptly upon ESCROW AGENT'S request
therefor. CLIENT covenants not to sue ESCROW AGENT for damages it suffers
which arise directly or indirectly from, as a result of, or in connection with
this Agreement.
9. Upon ESCROW AGENT's determination of the validity of any such request
for escrow materials release and upon passage of 30 days following notice to
UNIFORCE and to ESCROW AGENT and upon payment of the consideration as set
forth hereinabove, it shall be the duty of ESCROW AGENT to release said escrow
materials subject to the restrictions, requirements and limitations set forth
herein, obtaining from CLIENT a receipt in sufficient form to acknowledge that
said materials shall remain subject to the terms, conditions and requirements
as set forth herein, and an acknowledgment by CLIENT of its potential
liability for disclosure or actions in violation of the within Agreement. An
acceptable form of receipt is attached hereto as "Exhibit B. "
10. ESCROW AGENT shall receive $250, plus out of pocket expenses, as
compensation for processing each request made pursuant to this Agreement.
Such fees and expense shall be payable from the monies collected pursuant to
Paragraph 4 above.
11 . This Agreement takes effect upon its acceptance and execution by
UNIFORCE in New Jersey, and shall be interpreted and construed under the laws
thereof, which laws shall prevail in the event of any conflict of law.
IN WITNESS WHEREOF, we have hereunto set our hands and seals the day first
above written.
� J
CLIENT
UNIFOORfCCE/JCorporation _
By
ESCROW AGENT
ESCROW AGREEMENT EXHIBIT A
TASKFORCEtm Source Code & System Flow Charts
DATA FORCEtm Source Code & System Flow Charts
PARTS FORCEtm Source Code & System Flow Charts
ALL MANUALS AND RELATED DOCUMENTATION
0865Q
ESCROW AGREEMENT EXHIBIT B
ESCROW MATERIALS RECEIPT FORM
(Client) City of Palm Springs hereby acknowledges receipt
of escrow materials of UNIFORCE Corporation, consistent with the Escrow
Agreement dated June 28, 1987 , and furthermore agrees to abide by
the requirements of the License Agreement and Escrow Agreement. Client
hereby acknowledges the potential liability for disclosure or actions
in violation of the Escrow or License Agreements.
Client City of Palm Springs
Authorized Person City Manager
Signature
Date of Receipt �/��//p
0865Q