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07/20/2011 AgreementDANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: August 11, 2011 TO: Fire Chief James Callahan Fire - Rescue Department ATTN: Susan Hover FROM Pamela G. Han c D.C. At the July 20, 2011, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item G3 Software License Agreement with Principal Decision Systems International (PDSI), the sole source provider of TeleStaff, for the purchase of software, licensing, and training necessary to use TeleStaff, a telephone and web access scheduling and time tracking system, for an initial cost of $33,100, plus $5,292 per year for web access, service and support, and approval for the Fire Chief to sign all documents as needed to complete transaction. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney via e -mail Finance via -e -mail File { ofar, ReY i, li r, 1 }; le': 02 TeleStaff SOFTWARE LICENSE AGREEMENT TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT This Agreement ( "AGREEMENT ") made by and between Principal Decision Systems International ( "PDSI ") that has its principal place of business at 50 Corporate Park, Irvine, CA 92606, and Monroe County Board of Governors of Fire and Ambulance District 1, Monroe County, FL, ( "CUSTOMER "), for the exclusive use of Monroe County Fire Rescue, that has its' headquarters at 490 63 Street Ocean, Marathon, FL 33050, shall be subject to the following terms and conditions: and Whereas, PDSI has developed a telecommunications /computer technology which consists of certain software known as TELESTAFF; Whereas, PDSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF; and Whereas, CUSTOMER wishes to contract with PDSI to: (1) implement a license to use TELESTAFF, (2) train CUSTOMER on its configuration and use, and (3) as applicable, implement all licenses necessary to use TELESTAFF; and Whereas, PDSI is willing to contract with CUSTOMER to: (1) grant CUSTOMER a license to use TELESTAFF, (2) train CUSTOMER on its configuration and use, and (3) as applicable, grant all licenses necessary to use TELESTAFF; Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, PDSI and CUSTOMER do hereby agree as follows: 1. Ownership and License of TELESTAFF Except as provided herein at paragraph 2(b), PDSI hereby grants to CUSTOMER a license to use TELESTAFF in object code form. CUSTOMER shall abide by the terms and conditions of this license as stated herein. The parties recognize and acknowledge that ownership of TELESTAFF shall remain with PDSI. 2. Copyright and Proprietary Protection (a) TELESTAFF is owned by PDSI, and is protected by United States and international copyright laws and international trade provisions. CUSTOMER must treat TELESTAFF like any other copyrighted material. This License and CUSTOMER's right to use TELESTAFF shall terminate automatically if CUSTOMER violates any part of this AGREEMENT. In the event of termination for any reason other than non - renewal of Service and Support as described herein at Section 10, CUSTOMER must immediately return TELESTAFF and accompanying documentation to PDSI. (b) CUSTOMER shall not: (i) Modify TELESTAFF and /or merge it into another program for CUSTOMER use except by express, written permission from PDSI. Any portion of TELESTAFF merged into another program following the express, written permission from PDSI will be subject to the terms of this AGREEMENT; (ii) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of TELESTAFF; (iii) Copy TELESTAFF for any reason other than to make one backup copy in machine - readable form for archival purposes; (iv) Use software other than TELESTAFF to connect directly to the Sybase database for the purpose of extracting, modifying, deleting, viewing and /or adding data. CUSTOMER acknowledges that such direct connection to the database violates the OEM agreement between PDSI and Sybase. 3. Execution Date. The Execution Date is defined as the date this AGREEMENT is signed by an authorized agent of CUSTOMER. 4. Term This AGREEMENT is effective and binding upon PDSI and CUSTOMER upon the Execution Date as defined in paragraph 3 herein and shall remain in effect for a term of one (1) year, unless terminated as provided herein. On each anniversary date thereafter, this AGREEMENT shall automatically renew for a term of one (1) year, unless otherwise terminated as provided herein. TeleStaff License Agreement Last Updated: 61912011 Page 1 of 4 CUSTOMER INITIALS: (onirac f Revision 02 / I 5. Product Components The following constitutes a list of TELESTAFF components and associated fees that CUSTOMER does hereby agree to purchase from PDSI available in connection with the use of TELESTAFF. See Appendix A for the recommended TELESTAFF hardware specifications. All fees shown below are one time only charges except as described further in this agreement. Initial Component TELESTAFF Enterprise Software License for 105 FIRE Staff Members TELESTAFF Implementation Services for 105 FIRE Staff Members TELESTAFF Phase 2 Implementation Services for 105 FIRE Staff Members One year of PDSI- hosted Web Access for 105 Staff Members Sybase Concurrent Connections (1) Qty: 12 4 Port Telephony Hardware Qty: 1 4 Port Telephony License (Dongle) Qty: 1 TeleStaff Reporting Module Qty: 1 Total Initial Acquisition Cost Fee $ 14,700 $ 10,000 $ 5,000 Included for first year; thereafter $2058 per year $ 1,500 $ 1,000 $ 900 INCLUDED $ 33,100 6. Pricing. PDSI agrees to lock in the fees being offered as described above in paragraph 5 for 90 days after 5/4/2011, or until 7/31/2011 7. Payments CUSTOMER agrees that all pricing and amounts due hereunder are based on United States currency and that all amounts shown will be paid in accordance with the Florida Local Government Prompt Payment Act. All payments are subject to an annual appropriation by the Monroe County Board of County Commissioners and Monroe County Board of Governors of Fire and Ambulance District 1. Initial Component TELESTAFF Enterprise Software License and applicable Sales Tax for 105 Staff Members TELESTAFF Implementation Services for 105 FIRE Staff Members One year of PDSI- hosted Web Access for 105 Staff Members Sybase Concurrent Connections (1) and applicable Sales Tax 4 Port Telephony Hardware and applicable Sales Tax 4 Port Telephony License (Dongle) and applicable Sales Tax Due Due Upon Delivery of TeleStaff Software CD version 2.x Due Upon Delivery of TeleStaff Software CD version 2.x Due Upon Delivery of TeleStaff Software CD version 2.x Net 60 Days Net 60 Days Net 60 Days 8. Travel Expenses CUSTOMER agrees to pay for all travel expenses related to TELESTAFF implementation and training services as defined in Appendix B. All travel expenses will be paid in accordance with Section 112.061, Florida Statutes, and the vendor will be required to fill out any necessary travel voucher documents submitted by the Monroe County Clerk of Courts. 9. Implementation Services. Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER acknowledges that training and /or reconfiguration requested by CUSTOMER in addition to that defined in Appendix B will be at an additional cost. 10. Annual Service and Support Service and Support of TELESTAFF is provided at no additional charge during the first twelve (12) months following the Execution Date. See Appendix C for the definition of Service and Support. CUSTOMER does hereby acknowledge that on each anniversary of the Execution Date, CUSTOMER may renew service and support under the following events: Initial Event Payment TELESTAFF for 105 FIRE Staff Members - 1 st Anniversary $ 3,234 per year commencing in Year 2 of the of the Execution Date agreement. Subsequent anniversaries during term Thereafter, a 3% maximum increase over the previous period Should CUSTOMER elect not to renew Service and Support on the anniversary of any Execution Date, CUSTOMER acknowledges that any subsequent re- enrollment for Service and Support will only be accepted by PDSI after CUSTOMER cures the previous lapse in Service and Support by paying PDSI the Service and Support fee for the lapsed periods. In addition, CUSTOMER acknowledges that PDSI may assess CUSTOMER a Service and Support re- instatement fee that will not exceed ten percent (10 %) of the Service and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of TELESTAFF as defined in Appendix C. Should CUSTOMER increase the licensed capacity of TELESTAFF, CUSTOMER acknowledges that Annual Service and Support will increase as specified in Section 12 beginning with the next renewal period. 11. Web Access. Access to TELESTAFF via the web is hosted by PDSI. CUSTOMER does hereby acknowledge that on each event and for the fee specified below, CUSTOMER can renew web access: TeleStaff License Agreement Last Updated: 61912011 Page 2 of 4 CUSTOMER INITIALS: Initial Event PDSI- hosted Web Access for 105 FIRE Staff Members - 1 month after 1 st Anniversary of the Execution Date Subsequent anniversaries during term Payment $ 2,058 Thereafter, a 3% maximum increase over the previous period Should CUSTOMER elect not to renew web access or fail to pay the usage fee specified above in advance the subsequent 12 month period, CUSTOMER acknowledges that PDSI will disable CUSTOMER access from the Internet. 12. Increases in License Capacity: CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of 5 staff members for an additional fee. CUSTOMER acknowledges that increasing its TELESTAFF license capacity will also cause an increase in Annual Service and Support, and Web Access services (PDSI- hosted Usage or Self- Hosted License and Annual Service and Support), if applicable. The following table shows the current pricing for all upgradeable components, however, pricing is subject to change without notice. Increases in TELESTAFF Annual Service and Support, PDSI- Hosted Web Access, and Self- hosted Web Access Annual Service and Support will be reflected at the first invoicing cycle following any TELESTAFF License Upgrade. Initial Event TELESTAFF License Upgrade TELESTAFF Annual Service and Support PDSI- hosted Web Access Usage Fee (if applicable) Web Access Self- Hosted License Upgrade (if applicable) Web Access Self- Hosted Annual Service and Support (if applicable) (annual fee) Hourly rate for Additional Training as specified in Appendix B, ADDITIONAL TRAINING Payment $ 750 per 5 staff members Additional fee equal to 22% of combined total of TELESTAFF License Upgrade PLUS current Annual Service and Support amount Additional fee equal to 15% of combined total of TELESTAFF License Upgrade PLUS current WEBSTAFF Usage amount $ 300 per 5 staff members (one time fee) 20% of Web Access Self- hosted License Upgrade fee $ 200 per hour 13. Limited Warranty PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND TO OPERATE IN REASONABLE ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER, PDSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF TELESTAFF WILL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 14. Limitation of Liability PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES SHALL BE THE REPLACEMENT OF TELESTAFF UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. Indemnification Each party to this Agreement shall hold harmless and indemnify the other, and its directors, officers; employees and agents, from /for any and all liability claims, losses, and /or damages suffered by the other party, arising from or directly related to this Agreement, except to that which is /are attributable to the negligent or intentional misconduct of the other party. 16. Termination This AGREEMENT shall terminate upon the following events: (a) In the case of an event of default (if CUSTOMER or PDSI fails to satisfy any of its respective covenants, duties or obligations under this AGREEMENT), the non - defaulting party shall have the option to terminate this AGREEMENT. In the event of default, the non - defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty (30) days in which to cure the alleged default. If the defaulting party does not satisfactorily cure its default, the non - defaulting party has the right to terminate upon thirty (30) days additional written notice stating the defaulting party's failure to cure the default; (b) By mutual consent between both parties; 17. Miscellaneous Provisions (a) Amendments This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the parties hereto. (b) Entire Agreement This AGREEMENT, including Appendices A, B, and C attached hereto, supersedes all prior discussions, understanding and agreement between the parties with respect to the matters contained herein, and constitutes the entire agreement between the parties with respect to the matters contemplated herein. (c) Governing Law This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California. Te/eStaff License Agreement Last Updated: 61912011 Page 3 of 4 CUSTOMER INITIALS: (d) Taxes CUSTOMER is exempt from sales and use taxes. C'milra, I Rcrisiom Oate. 02 04 / / (e) Notices All notices, requests, demands and /or other communications required or permitted to be given or made by this AGREEMENT shall be in writing and shall be delivered by commercial overnight delivery services which provides for receipt, or mailed by certified mail, return receipt requested, postage prepaid and addressed to the parties at the addresses referenced above. Any party may change its address for purposes of this AGREEMENT by notice in writing to the other party. (f) No Waiver No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy or partial exercise of any right, power or remedy by any party will preclude any other or future exercise of any other right, power or remedy or partial right, power or remedy. No express waiver of assent by any party hereto to any default in any term or condition of this AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or condition hereof. (g) Assignability This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors, assigns and personal representatives. (h) Pricing. Pricing provided for components in Section 5 apply only to PDSI products and services, and not for 3` party products and services that integrate with or relate to TeleStaff (unless otherwise noted). (i) Venue. Any actions to enforce the terms of this agreement will be filed in the Sixteenth Judicial Circuit, Monroe County, Florida. 0) ASSIGNMENT /SUBCONTRACT: PDSI shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall not be unreasonably withheld. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. (k) DISCLOSURE AND CONFLICT OF INTEREST: PDSI represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et seq., Florida Statutes. PDSI agrees that officers and employees of the PDSI recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. (1) PDSI warrants that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company. corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the PDSI agrees that the CUSTOMER shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. (m) ETHICS CLAUSE: PDSI warrants that he /it has not employed, retained or otherwise had act on his /its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10 -1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise fecove, li the fo mount of any fee, commission, percentage, gift, or consideration paid to the for,�� f iicm��r►oTQRI�(EY PPROVED AS TO F ORM: o c7 AS A CYNTHIA L. HALL TANT COUNTY ATTO"RNEY 3�- 7:D IN WITNESS WHERE a parties have signed this AGREEMENT'dri th � 4 Monroe Count Board of Gove m o ") Fire and Ambulance Distr' - Ca PDSI Monroe County (CUST � By: By: Title: /,•� �/ !� ,l Title: Date: � /�J �� Date: Z c 20 1 1 TeleStaff License Agreement Last Updated: 6/9/2011 Page 4 of 4 CUSTOMER INITIALS: State of California County of CALIFORNIA ALL - PURPOSE CERTIFICATE OF ACKNOWLEDGMENT On before me, M (here insert name and title of the offi r) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and fficial s al. Signature comm. #Agg71g1 Z Z - Notary Public • California o Orange County , .: )mrn. Expires Jul. 9, 2013 (Seal) Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. Description of A ttac h ed Document The preceding Certificate of Acknowledgment is attached to a document Method of Signer Identification titled /for the purpose of containing pages, and dated The signer(s) capacity or authority is /are as: ❑ Individual(s) ❑ Attorney -in -Fact ❑ Corporate Officer(s) OPTIONAL INFORMATION Title(s) ❑ Guardian /Conservator ❑ Partner - Limited /General ❑ Trustee(s) ❑ Other: representing: Name(s) of Person(s) or Entlty(ies) Signer is Representing Proved to me on the basis of satisfactory evidence: Lo form(s) of identification ❑ credible witness(es) Notarial event is detailed in notary journal on: Page # Entry # Notary contact: Other ❑ AdditionalSigner(s) ❑ Signer(s)Thumbprint(s) © Copyright 2007 Notary Rotary, Inc. 925 29th St., Des Moines, IA 50312 -3612 Form ACK03. 10107. To re- order, call toll -free 1- 877- 349 -6588 or visit us on the Internet at http. / /www.notaryrotary.com Appendix A — TeleStaff Hardware Specifications PDSI DOES NOT TAKE RESPONSIBILITY FOR HARDWARE PURCHASED BY CUSTOMER CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING THE TECHNICAL (HARDWARE/SOFTWARE/NETWORK) ENVIRONMENT IN WHICH TELESTAFF OPERATES. AS SUCH, CUSTOMER IS RESPONSIBLE FOR ALL ENVIRONMENTAL CONSIDERATIONS INCLUDING BUT NOT LIMITED TO OPERATING TELESTAFF IN VIRTUAL ENVIRONMENTS. CUSTOMER IS ALSO RESPONSIBLE FOR CONFIGURING FIREWALL AND SECURITY SETTINGS SO THAT TELESTAFF AND WEB ACCESS COMPONENTS ARE OPERATIONAL. IN ADDITION, CUSTOMER IS RESPONSIBLE FOR INSTALLATION AND MAINTENANCE OF ANALOG TELEPHONE PORTS AND /OR ALTERNATIVE DIGITAL OR VOIP SYSTEMS. PDSI SPECIALISTS CAN PROVIDE TECHNICAL INFORMATION AND RECOMMENDATIONS BUT CAN NOT BE RESPONSIBLE FOR CUSTOMER'S UNIQUE TECHNOLOGY ENVIRONMENTS. Following are the MINIMUM specifications required for a TeleStaff server designed to operate the TeleStaff software, database management system and telephony components. NOTE: The following recommended specs are for a single server running all TeleStaff components Server Specs: a. Minimum ( <500 Staff) i. Dual Core Xeon Processor(s) ii. 2GB RAM iii. RAID -5 Storage (At least 15K RPM Drives) iv. PCIe slot(s) for Dialogic Card(s) v. Any Sound Device b. Minimum ( <1000 Staff) i. Quad Core Xeon Processor(s) ii. 4GB RAM iii. RAID -5 Storage (At least 15K RPM Drives) iv. PCIe slot(s) for Dialogic Card(s) v. Any Sound Device c. Minimum ( <2000 Staff) i. Dual Quad Core Xeon Processor(s) ii. 4GB RAM iii. RAID -5 Storage (At least 15K RPM Drives) iv. PCIe slot(s) for Dialogic Card(s) v. Any Sound Device d. Minimum ( >2000 Staff) i. Dual Quad Core Xeon Processor(s) ii. 8GB RAM iii. RAID -5 Storage (At least 15K RPM Drives) iv. PCIe slot(s) for Dialogic Card(s) v. Any Sound Device Operating System: The following Operating Systems are currently supported for the Server: • Windows Server 2000 • Windows Server 2003 • Windows Server 2003 Enterprise Edition • Windows Server 2008 — TeleStaff 2.61 only Please note: Currently only 32 -bit Operating Systems are supported. To utilize more than 3GB of RAM you must use the Enterprise version of Windows Server. TeleStaff is not compatible with Small Business Server or Web Edition. TeleStaff License Agreement Appendix A Last Updated: 61912011 Page 1 of 2 CUSTOMER INITIALS: lipp,i0h licris/011 Oclw_ 02 0J !I Telephony Components ( Purchase from PDSI • 4- or 12 -port port Dialogic Telephony system • D4PCIU4SW — PCI 2.2x compliant board (universal connector) • D4PCIU4SEW — PCI Express form factor Both the D4PCIU4SW and D4PCIU4SEW are 4 port cards. They are half - length. • D120JCTLS — PCI 2.2x compliant board (universal connector) • D120JCTLSEW — PCI Express form factor Both the D120JCTLS and D120JCTLSEW are 6 port cards, which can support up to 12 lines. They are full - length. • Telephony system dongles (4- or 12 -port) Sybase Licenses ( Purchase from PDSI • Sybase Client database license (7 concurrent users) • Sybase Studio database license (1 concurrent user) Phone System: Telephony features of TeleStaff are tested and compatible with the POTS analog telephone standard PDSI does not support department phone systems that are not compliant with this standard. TeleStaff Performance: The specs provided are MINIMUM hardware requirements TeleStaff performance can degrade depending on a number of factors, including, but not limited to, number of staff members in the database, number of concurrent users, and complexity and number of staffing rules and roster alarms. If the potential for any of these factors exists. PDSI recommends a dual -core processor server with at least 4 GB of RAM and re commends that the City consider component distribution as discussed below OPTION: Application Distribution TeleStaff comprises multiple software applications that can operate on separate hardware devices. In some situations, improved performance may be achieved by separating processing- intensive applications and deploying them on separate servers. Common distribution methods include separating and deploying the Database Management System (DBMS), the business logic processing (Middle Tier) and the Telephony components. Application distribution can occur at any time. For departments with over 1000 users. PDSI recommends utilizing more than 1 server. Recommended Minimum Client Machine Specs: • Pentium IV Class 2.4 GHz CPU • 2 GB RAM • 40 GB Hard Drive (Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+ GB by default) • Computer sound card (if you want to hear /record voices in the TeleStaff database) • Speakers (to hear TeleStaff recordings) • Microphone (if you want to record voices in the TeleStaff database) • Network Interface Card • Windows 2000, Vista, or XP • Windows 7 — TeleStaff 2.61 only The customer may connect additional PCs to the TeleStaff system by installing the TeleStaff client software (included) provided they are connected to the TeleStaff system by a network using the TCP /IP protocol. Optional Separate Web Server Minimum Specs: a. Minimum ( <500 Staff) vi. Pentium 4 3.0 Ghz vii. 2GB RAM viii. 40GB Hard Drive b. Minimum ( <1500 Staff) ix. Pentium 4 3.0 Ghz x. 4GB RAM xi. 40GB Hard Drive c. Minimum (­1500 Staff) xii. Dual Core Xeon Processor xiii. 8GB RAM xiv. 40GB Hard Drive TeleStaff License Agreement Appendix A Last Updated: 6/9/2011 Page 2 of 2 CUSTOMER INITIALS: lhl Kcvi,ton Oka, U' o{ 11 Appendix B — TELESTAFF Implementation Services Partnership Agreement IT IS EXTREMELY IMPORTANT THAT CUSTOMER UNDERSTAND THE FOLLOWING: For the Implementation Services fee specified in paragraph 5 of this AGREEMENT, PDSI will train CUSTOMER on the operation of TeleStaff and will train CUSTOMER on how to configure the TeleStaff system using CUSTOMER data. The following steps comprise a summary of the TeleStaff Implementation Services. NOTE: This Appendix outlines the recommended approach to the implementation process, based on PDSI's experience with its customers. Because of the highly configurable nature of TeleStaff, there may need to be changes to the Implementation Process and Services described below. (NOTE: A PROJECT PLAN DETAILING SPECIFIC CUSTOMER DELIVERABLES, MILESTONES, AND SCHEDULE WILL BE DEVELOPED BY CUSTOMER AND PDSI DURING THE PROJECT.) DEPLOYMENT PLAN: The following tasks are part of the Deployment Implementation Process. When CUSTOMER completes these tasks they will be in production with the TeleStaff Roster and Calendar and will be able to reap the benefits associated with centralized staffing, audit trails, emergency notifications, reports, and feeds to down stream systems. At the end of this process, users will be able to request leave, sign up for overtime, and respond to emergency call outs via phone, client, or web access. • Project Initiation: An INTRO CALL with the PDSI Project Manager (PM), PDSI Account Executive, and CUSTOMER sponsor is held to discuss expectations, roles and responsibilities. This meeting ensures the appropriate resources are assigned to CUSTOMER project team and that the scope of the project is accurately defined. After the INTRO CALL, PM sends CUSTOMER a Welcome Packet containing an overview of the Implementation Process and information on how to prepare for the changes associated with implementing TeleStaff. A TECH CALL with the PM, CUSTOMER sponsor, CUSTOMER project lead and IT representative, is held to review hardware and software specifications. The PM is responsible for guiding CUSTOMER through the implementation process; however, CUSTOMER is ultimately responsible for a successful implementation, including allocating appropriate resources. • Project Planning: A PROJECT PLAN CALL with PM, CUSTOMER sponsor and CUSTOMER project lead is held to create and refine the project plan. The Project Plan provides details on the specific tasks including due dates, predecessors, and owner. The plan also details CUSTOMER and PDSI deliverables, milestones, and status. After the call the Project Plan is provided to the CUSTOMER. • Project Kick -Off: The PM and CUSTOMER project team hold a KICK -OFF CALL to review the Project Plan, with particular focus on project scope, objectives, product functionality, project team roles and responsibilities, and a roadmap for the implementation. Dates for CONFIGURATION TRAINING(S) are discussed. Lastly, the PM will direct CUSTOMER to review the training videos and review training manuals which can be downloaded from the TeleStaff website. . CUSTOMER provides Daily Detail Roster Sheets before DATA COLLECTION. • Hardware Setup: PDSI will ship any TELESTAFF hardware (that was purchased through PDSI — dialogic telephony cards, dongles, etc.) to CUSTOMER and provide the necessary installation documentation. • Data Collection: This phase begins with a DATA COLLECTION Web Conference call with the PM and CUSTOMER project team during which the PM instructs CUSTOMER project team to collect, organize, and format pertinent CUSTOMER data for the creation of the TELESTAFF database. During the call, PM reviews organization structure with CUSTOMER. CUSTOMER provides the data which the PM uses to create a database. • Database Review: PM creates the TELESTAFF database. PM and CUSTOMER review the initial database (via Web Conference). PM makes recommendations to CUSTOMER regarding reworking the database to accurately reflect CUSTOMER organizational structure. CUSTOMER makes necessary changes, as appropriate. • Deployment Configuration: PM and CUSTOMER perform basic configuration of TeleStaff via multiple Web Conference calls to: including work codes and rules associated with work code usage. After each call, CUSTOMER applies the acquired knowledge and completes the tasks. • Testing & End -User Training: Once the roster and work codes are configured by CUSTOMER, rigorous testing must be undertaken by CUSTOMER. CONFIGURATION TESTING includes testing of all components that CUSTOMER needs for Deployment of the roster, calendar, and work codes, which may include: phones, Contact Manager, Line Manager, Task Manager, E -mail Manager, Fax Manager, and the Gateway (in the case that the system is interfacing with a Third -party application). CUSTOMER creates a test plan, assigns users to test the system, creates test scripts, and conducts any reconfiguration necessary. After testing and reconfiguration is completed, Train the Trainer (Administrator) training is conducted by PM for CUSTOMER project team. CUSTOMER is also responsible for end -user training (including creating a training plan, creating training documentation, and conducting super -user and end -user training classes). Training documentation and direction to standard online training material is supplied by PDSI. • Deployment: Deployment is typically in 2 stages: parallel testing for 2 weeks, then full Deployment of the roster, calendar, and work codes in a production environment throughout the entire organization. Advanced Configuration Plan is PHASE 2 of Implementation. The following services apply if section 5 of the license agreement has included the fees associated with PHASE 2 TeleStaff License Agreement Appendix B Last Updated: 61912011 Page 1 of 2 CUSTOMER INITIALS: 1/)/)cv0h Rcrriinn OCIIC. li' lI / / / ADVANCED CONFIGURATION PLAN: The following tasks are part of the Advanced Configuration Process. Once CUSTOMER has successfully deployed the TeleStaff Roster, Calendar, and Work Codes into a production environment, they can proceed to the Advanced Configuration Process to add intelligent staffing functionality to TeleStaff. At the end of this process, staffers will be able to automate intelligent staffing functionality in TeleStaff. • Review Project Scope: PM and CUSTOMER review project scope and objectives. • Staffing Process Review: PM instructs CUSTOMER on how to effectively analyze and document the current process the department follows to fill vacancies. After the staffing diagrams are completed, PM and CUSTOMER project team review the current staffing process. The current process is defined and, if necessary, revised and standardized within the department. PM creates a Project Scope document defining project objectives agreed upon by both parties. • Advanced Configuration Training: CUSTOMER dedicates appropriate resources for configuration training. The purpose of the ADVANCED CONFIGURATION TRAINING is to train CUSTOMER on how to configure for intelligent staffing, have CUSTOMER actually configure the rules, and begin testing the configuration. ADVANCED CONFIGURATION TRAINING will occur either at PDSI's training facility in Irvine, CA or at the CUSTOMER's location, at the option of CUSTOMER. The ADVANCED CONFIGURATION TRAINING class has a maximum duration of 5 days. The actual duration will depend on CUSTOMER's business needs. If the training takes place at the CUSTOMER's location, then the parties agree that the CUSTOMER will be responsible for travel costs as outlined in paragraph 8 of this Agreement • Testing and Training: Once TELESTAFF is fully configured by CUSTOMER, rigorous configuration testing is undertaken by CUSTOMER. CONFIGURATION TESTING includes testing of all components that CUSTOMER needs for production of intelligent staffing, which may include: phones, Contact Manager, Line Manager, Task Manager, E -mail Manager, Fax Manager, and the Gateway (in the case that the system is interfacing with a Third -party application). CUSTOMER creates a test plan; assigns users to test the system, creates test scripts, and conducts reconfiguration as necessary. CUSTOMER is also responsible for additional training (including creating a training plan, creating training documentation, and conducting super -user training classes). • Production with Advanced Functionality: PM and CUSTOMER project team review the PDSI TeleStaff Help Desk procedures. From this point forward, the Help Desk is the first point of contact for technical issues with TELESTAFF. TeleStaff License Agreement Appendix 8 Last Updated: 61912011 Page 2 of 2 CUSTOMER INITIALS: Appendix C—Annual Service and Support "Normal Business Hours" are 6:00 AM through 6:00 PM (Pacific Standard Time), Monday through Friday, excluding holidays and other office closures(notification of which will be provided to CUSTOMER). All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by PDSI will be based upon CUSTOMER's full description of the problem. Resolution response will be based upon the priority assigned by PDSI as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify PDSI through PDSI's web portal (http://slxweb.pdsi-software.com/), providing the exact verbiage from error messages, screenshots showing details, and any other information relevant to giving an accurate description of the error.The ticket number generated by the portal shall be used for all subsequent inquiries relating to the original problem. Please contact your Customer Account Manager for a unique login ID and password. Outside of Normal Business Hours,CUSTOMER will open a ticket through the Web Portal then notify PDSI of the problem by telephone. Telephone notification will be made to PDSI's support line at(866)324-1598. The main support line will be answered either by a PDSI representative or an automated attendant at all hours. During Normal Business Hours, each trouble report by phone will be assigned a support ticket number and updates will be entered through the Web Portal. The call will be handled according to the priority assigned by PDSI. In the case of priority-one problems,as noted below,CUSTOMER may be able to speak directly to a TeleStaff Support Representative if one is available. Outside of Normal Business Hours, Priority 1 support, as described in this appendix, will be made available through a pager system. The phone number is 866-324-1598. Priority 1 support is available 24 hours per day, 7 days per week to CUSTOMER's with a LIVE status. All other problems will be handled through updates to the ticket, which generate an email or a callback. If requested or so stipulated in the response time criteria below, a PDSI representative will return the call or e-mail in a manner consistent with the priority and order in which the call was received. CUSTOMER shall make every effort to respond to PDSI in a timely fashion when requests are made to follow- up calls or additional documentation on the reported problem. Priorities are assigned as follows: Hours of Availability: 24 hours/day,7 days/week A critical software error that severely impacts the ability of CUSTOMER to perform ALL automated staffing functions Description: (TeleStaff is down). This level of priority is only available to CUSTOMER's that are using TeleStaff in a production environment(LIVE accounts ONLY). During Normal Business Hours,immediate response if a Support Representative is available.Otherwise, PDSI will Initial Response: respond within one hour. Outside of Normal Business Hours(including holidays),PDSI will respond with a call back within two hours.All responses will be provided through the Web Portal(email)or by callback. Resolution Response: PDSI will work aggressively to provide CUSTOMER with a workaround solution or to completely resolve the problem. It is the responsibility of CUSTOMER to alert PDSI of possible Priority-One issues by calling PDSI at 866-324-1598. Notification: PDSI will update CUSTOMER of progress frequently during problem resolution and notify CUSTOMER once the workaround has been provided or the problem has been resolved. K to " : .3j r•."> .'r'�� 4 ;t Hours of Availability: Monday through Friday,6:00 AM to 6:00 PM,Pacific Standard Time. A non-critical software error,which prevents the user from performing a data entry or system administration function. Description: These do not include cosmetic,documentation,or reporting problems. These also do not include questions or inquiries regarding the operation of the software or its installation and training. During Normal Business Hours,PDSI will respond within three hours.Outside of Normal Business Hours(including Initial Response: holidays),PDSI will respond by the next business day.All responses will be provided through the Web Portal(email) or by callback. Resolution Response: PDSI will provide a workaround for CUSTOMER when possible. PDSI will provide a problem resolution in the form of an Upgrade or modification to the Software in an upcoming Update. Notification: PDSI will notify CUSTOMER when a workaround has been provided or the problem has been resolved. Priority Three Hours of Availability: Monday through Friday,6:00 AM to 6:00 PM,Pacific Standard Time. Ur R, I isn,n /)a 1c. 02 01 11' Description: All other software or documentation errors not described above. These include but are not limited to: • Reporting errors or calculation problems • Documentation inaccuracies • Cosmetic issues • Misspellings • Product Enhancement requests • Questions or inquiries relating to TeleStaff Software functionality, system administration or installation Initial Response: PDSI will respond to these items if specifically requested to do so at the time of the request. If a reply is requested, PDSI will respond within one Business Day. Resolution Response: PDSI will correct documentation errors in upcoming releases of the documentation. Notification: If requested, PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been resolved. Appendix C — Annual Service and Support Continued TeleStaff Enhancements The TeleStaff version number consists of three numbers that define the type of product release. The format of the TeleStaff version number is: Version X.YZ where • Changes in X represent a significant change in product functionality (Major Release) • Changes in Y represent an enhancement to the product that increases functionality within the existing Major Release and is typical of an evolving product (Enhancement Release) • Changes in Z represents a minor change to the program to accommodate a software error or cosmetic change (Update Release) Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and Enhancement Releases as they become available at no additional charge. Major Releases will be available for an additional fee.