Item G5Bulk Stern: Yes X No
111*1 its
AGENDA ITEM SUMMARY
Division: Emergencv Services M
Department: Fire Rescue
0911��
AGENDA ITEM WORDING: Approval of an Amendment to the Telestaff Software License
Agreement between Kronos Incorporated ("Kronos") and the Monroe County Board of Governors Fire
and Ambulance District I ("County"), consenting assignment of Principal Decision Systems
International ("PDSr) obligations under the Telestaff Software License Agreement to Kronos the
successor in fights of PDSI.
REVENUE PRODUCING. Yes — No X AMOUNT PER MONTH Year
A-PPROVED BY: County Arty X OMI v1purchi sing Risk Management
DOCISM ENTAnON: Included X Not Required ---
DISPOSITION:
Contract with: Kronos, Inc.
Contract Purpose/Description:
14103a V R-Tal 6:181 kv, RV) Ina M,
Contract #
Effective Date: 07/20/2011
Expiration Date: Automatically renews annually
Approval of an Amendment to the Telestaff Software License Agreement between Kronos
Incorporated ("Kroaos") and the Monroe County Board of Governors Fire and Ambulance District
1 J"Cqgnt:3"), consenting assignment of P[j0!;:tp_4 Decision -Systems International ("PDsr)
obligations under the Telestaff Software License Agreement to Kronos the successor in rights of
ED&
Contract Manager: Holly Pfiester 6088 Emergency Services / Stop 14
(Name) (Ext.) (Department/Stop #)
for BOG meeting on 9/21/2011 Agenda Deadline: 09/4/2011
CONTRACT COSTS
Total Dollar Value of $33,100 — 105 original licenses Current Year $6,012.64
Contract: $2,250 — 15 additional licenses purchased Portion: $
Budgeted? Yes® No 0- Account Codes:
Grant: $
County Match:
11500 - 530520
ADDITIONAL COSTS
Estimated Ongoing Costs: For: Software service/support and Web Hosting on original 105
$5,292 / Year, plus licenses (plus same as additional licenses are added). This
year's additional 15 licenses total $720.64 added to S5292
(Not included in dollar value above) (ev- maintenjinrp 11tilitipm innitnrial tn I
X01 k" I 1 -.1, Tal a I MrS, i
#
O.M.B./Purchasing 214 Pe
County Attorney qKw(
MBNM=
OMB Form Revised 2/27/01 MCP #2
0
I
Law Department
297 Billerica Road
Chelmsford, Massachusetts 01824
Via Federal Express
Holly Hester
Executive Assistant Emergency Services
Monroe County Fire
490 63rd Street Ocean, Suite 140
Marathon, FL 33050
Re: Amendment to the Telestaff License Agreement
Enclosed are two (2) originals of the above referenced agreement executed on behalf of Kronos.
Kindly return a fully executed or to my attention.
Paula Stevens
&;&U"
Page- 1 t 1
AMENDMENT TO THE TELESTAFF LICENSE AGREEMENT
This is an Amendment to the Telestaff License Agreement (the "Agreement") between the Monroe County Board of Governors Fire and
Ambulance District of Monroe County ( the "Customer") and Kronos Incorporated, the successor in rights of Principal Decision Systems
International ( "Kronos') signed by the Customer on July 20'^, 2011.
Whereas Kronos Incorporated acquired Principal Decision Systems International ("PDSI") on May 2, 2011 by purchasing of all of the
issued and outstanding shares of PDSI. The acquisition includes all intellectual property rights owned by PDSI as of such date, including
the rights to all of its software products. In addition, Kronos Incorporated and PDSI were merged on October 1, 2011 and the company's
name is Kronos Incorporated. By signing this Amendment, Kronos wishes to acknowledge its acceptance of the terns and conditions of the
Agreement.
Whereas the Customer wishes to continue to use the Agreement to license additional Telestaff Software with the applicable support
services and renew the support and maintenance services listed on the applicable support renewal quote and that the parties wish to update
the applicable license and support terms.
The parties hereby agree as follow:
1. By signing this Amendment, Kronos acknowledges its acceptance of the terms and conditions of the Agreement and will continue to
comply with its terns and conditions. Any reference to PDSI shall be considered a reference to Kronos.
2. The parties hereby agree and acknowledge that the Agreement can continue to be used in relation with licensing of Telestaff Software
and the associated support services.
All other terms and conditions of the Agreement shall remain in full force and effect
DATED;
MONROE COUNTY BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT OF MONROE COUNTY
BY:. ...._. _
NAME;
TITLE:
KRONOSINCORPO TED
BY:
NAME:
MON COUNTY ATTORNEY
AP OVE AS F R
NTHIA L. ALL
ASSIST A T 0 � � Y ATTORNEY
If pig R 1711 3173
DATE: August 11, 2011
TO: Fire Chief James Callahan
Fire -Rescue Department
ATTN. Susan Hover
FROM: Pamela G. Han c. D.C.
AUG , y iol,
BNonroe county Y: FIre Rescue
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
BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT 1
MONROE COUNTY, FL
CONTRACT SUMMARY
Contract with: Principal Decision Systems
Contract #
International (PDSI)
Effective Date: 07/20/2011
Expiration Date: automatically renews annually
Contract Purpose/Description:
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.
Contract Manager: Mark Thompson
6088 Fire Rescue / Stop 14
(S. Hover)
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 07/20/11
Agenda Deadline: 07/05/11
CONTRACT COSTS
Total Dollar Value of Contract: $ $ 33,100.00 Current Year $33,100.00
Budgeted? Yes® No ❑
Grant: $
County Match: $
Portion: $
Account Codes: 11500 530520
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 5,292 /yr For: Web access, service and support
of included in dollar value above
maintenance, ninnies, jamtoriai, salaries, etc.
CONTRACT REVIEW
Change:
Date Jn Needed
Division Director / Yes❑ No
Risk Managem4et ,t Yes❑ Nol
ev
U
O. .B./Purchasing tt -2, 1-` [ Yes❑ No
County Attorney Yes❑ No
I Comments:
OMB Form Revised 2/27/01 MCP 92
Date Out
1M
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 63r`� 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:
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;
(Ili) 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;
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 5/412011, or until
7/ 1/2011.
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
Qua
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:
Initi I Even Payment
TELESTAFF for 105 FIRE Staff Members - 1st 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
n
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: S
Initial Event
PDSI-hosted Web Access for 105 FIRE Staff Members - 1
month after 1st 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. ncreases In License Capcit rL CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of
5 $
taff 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.
Event
TELESTAFF License Upgrade
TELESTAFF Annual Service and Support
PDSI-hosted Web Access Usage Fee (if applicable)
Paym&I�
75ers
Addit/a of combined al 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
Web Access Self -Hosted License Upgrade (if applicable) $ 300 per 5 staff members (one time fee)
Web Access Self -Hosted Annual Service and Support (if 20% of Web Access Self -hosted License Upgrade fee
applicable) (annual fee)
Hourly rate for Additional Training as specified In Appendix
B, ADDITIONAL TRAINING
$ 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.
TeleStaff License Agreement Last Updated: 61912011 Page 3 of 4 CUSTOMER 1NITIAL9z ) ( E '
PDSI
By:
Title
Date
(d) Taxes: CUSTOMER is exempt from sales and use taxes,
(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 mall, 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 3i° 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.
(j) 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.
(t) 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-PDS1 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 recover, the full amount of
any fee, commission, percentage, gift, or consideration paid to the fore,{ggrltvfficgto�grplp),_,
lJaP7 ,0VY E AS- TO F R
M:
Ci'NTHIA L. HALL
ASSISTANT ONT`E ATTORNE-Y
IN WITNESS WHEREOF, theories have signed this AGREEMENT VAIM day_an r. rst h aa-writte€mr---
'71 lec� f1 s -O sue.
Monroe County Board of Govemors of
Fire and Ambulance Dls rl t of
Monroe Couniy (GU )
By:
Title C AI LL I'V- 4 G"7
Date:' Zo is i t
TeteStaff License Agreement Last Updated: 61912019 Page 4 of 4 CUSTOMER INITIALSat c
State of California
DMCounty of C . - )
On AUCA - _3 before
rj
personally appeared
11
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(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(5) acted, executed the instrument.
no officia s WITNESS . my hand aU seal.
Signature
OPTIONAL INFORMATION
61,
Ign"NI
ME
thc, inforn-jotion in thi, by lavv, �t I ro on unauthnrizecl doc oimerllt n'aayprav- w�obil i0l oli the otta(. do", umemll
. ............. ...
Description of Attac[ied Document
the pre .ding C-Piffk-ate i:,)f Acknowiedcjrnent.s attach,ed In a Meth nd of Signer dentific-ation
Jder
titled/for the purpose of d 1ho ha�11�1� c-,(
ront; -�ing d ain page;,and f.Jat(
'I rie signer(s) capacity or authority is,"are as,
Mlumey
rq cow�- Off, et(s,
her:
representing:
Nz, tAf al event ed m nnto!y k
P
Y
Neotaiy ooritict,
Other
AAA�-f,al yl�,�11
a
W]
Appendix A — TeleStaff Hardware Specifications
•� •• • -r •- -r r r
CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING THE TECHNICAL (HARDWARE/SOFTWAREINETWORK)
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 VOID 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: 619/2011 Page i of 2 CUSTOMER INITIAL : --
Telephony Components (Purchase from PDSI):
* 4- or 12-port port Dialogic Telephony system
• D4PClU4SW — PCI 2.2x compliant board (universal connector)
• D4PClU4SEW — PCI Express form factor
Both the D4PClU4SW and D4PClU4SEW 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 recommends that the Citv 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 I server.
Recommended Minimum Client Machine Specs:
0 Pentium IV Class 2A GHz CPU
0 2GBRAM
0 40 GB Hard Drive (Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+ GB by
default)
0 Computer sound card (If you want to hear/record voices in the TeleStaff database)
0 Speakers (to hear TeleStaff recordings)
0 Microphone (if you want to record voices in the TeleStaff database)
0 Network Interface Card
* Windows 2000, Vista, or XP
9 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., 61912011 Page 2 of 2 CUSTOMER INITIALQ___
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
DEPLOYMENT PLAN: The following tasks are part of the Deployment Implementation Process. When CUSTOMER
completes these tasks they will be in production with the TeIeStaff 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
° Project Initiation: AmINTRO CALL with the PDS|Project Manager (PM).PDgAccount Executive, and CUSTOMER sponsor
is held to discuss expectations, roles and responsibilities. This meeting the appropriate resources are assignedto
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: APROJECT PLAN CALL with PM, CUSTOMER sponsor and CUSTOMER project lead /uheld wcreate
and refine the project plan The Project provides details onthe 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 io
provided tuthe CUSTOMER. '
° Project Kic4-Off:The PMand CUSTOMER project teamhold oKICK-OFF CALL toreview the Project Plan, with particular
focus onproject scope, objectives, product functionality, roles and responsibilities, and nmadmafor the
implementation, Dates for CONFIGURATION TRA|m|NG(8)are discussed. Lastly, the PMwill direct CUSTOMER $oreview
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: PDG|will ship any TELE8TAFFhardware (that was purchased. through POS|—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 nfthe TELE5TAFFdatabase. During the call, PMreviews organization structure with CUSTOMER. CUSTOMER
provides the data which the PMuses vocreate odatabase.
" 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, aoappropriate.
° 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.
°work codes are configured by CUSTOMER,
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 Thlrd-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 inaproduction environment throughout the entire organization,
Advanced Configuration Plan bPHASE 2of Implementation. The following sei-vices4pply if section jof the license
agreement has included /6o/eesassociated with PHASE 2
rvIeStaffLicvnse Agreement Appendix 8 Last Updated- 64912011 *ago/o(2 CUSTOMER INITIALS:_
ADVANCED
CONFIGURATION PLAN: The following kw are part of the Advanced Configuration Process. Once CUSTOMER has
successfully deployed the TeleStaff Roster, Calendar, and Wp,h Codes into a production
environment, they can proceed to the Advanced Configuration Pmcwmo to add Intelligent staffing
functionality to TeleStaft At the end of this pmneam, staffers will be able to automate intelligent
staffing functionality inTo|u8uxff.
° Review Project Scope: PM and CUSTOMER review project scope and objectives.
~ Staffing 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,begin testing the configuration. ADVANCED CONFIGURATION TRAINING will
occur either utPO8[otraining facility inIrvine, CAorat the CUSTOMER'slocation, atthe option ofCUSTOMER, The
ADVANCED CONFIGURATION TRAINING class has omaximum duration of5days. The actual duration will depend on
CUGnOMER'ubusiness needs. If the training takes place at the CUSTOMER's location, then the parties agree that the
CUSTOMER will beresponsible for travel costs aaoutlined inparagraph 8of this Agreement
• Testing and Training: Once TELEGTAFF|afully configured byCUSTOMER, rigorous cnnfigunoVonhaeUnBiaundertakonby
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 |uinterfacing with aThird-party application). CUSTOMER creates a
test plan; assigns users 0otest the system, creates test scripts, and conducts reconfiguration oynocesaory. CUSTOMER is
also responsible for additional training (including creating a training plan, creating training documentation, and conducting
super -user training clsnueu).
° Production with Advanced Functionality: PMand CUSTOMER project review the PDS|Te|aStaffHelp Desk
procedures. From this point forward, the Help Desk isthe first point ofcontact for technical issues with TELEST8FF.
nyeomff License Agreement Appendix 8 Last Updated, 61912011 Page oovn CuSro*En
"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 (httpa;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 I 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.
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.
Description: All other software n,documentation errors not described above. These include but are not limited to:
Reporting errors mcalculation problems
° Documentation inaccuracies
° Cosmetic issues
° Misspellings
° Product Enhancement requests
° Questions o,inquiries relating mTe\eatanSoftware funct|onexty.eymwmmuminis,nmionvrin�exaUvn
Initial Response: � PDa|wxx�mppodm��aV�me� xyrequested mmti
me the request. |fareply isrequested,
P�s\vwx�apondwj�hmonweuemeosoay�
'
Resolution Response: PDS\ will correct documentation errors in upcoming =�oseo �mnupcume�mmn.
��
Notification:Notification:—`- \,e em�u' poa|,4Un�xymeCUSTOMER when awnoomunu�wbeen pm"meuo,mvpmmomhas been
requested,
The TaleGbaffversion nunlberconsistsofUhreonumbenethotdefinethotypeofproduntreleasa.
The format of theTe|oStaff version number is:
Version X.YZ where
° Changes inXrepresent asignificant change in product functionality (Major Release)
w 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 orcosmetic change (Update Release)
Under the Te|eGbaffService and Support plan, CUGTOyWERsvi|| receive Update Releases and
Enhancement Releases asthey become available mdnoadditional charge, Major Releases will
beavailable for enadditional fee.
gfi KRONOS"
REMIT CHECKS TO:
PO BOX 845748
BOSTON, MA 02284- 5748
Bill To: 6105141
Attn: Accounts Payable
MONROE COUNTY FIRE RESCUE
490 63RD ST OCEAN
MARATHON, FL 33050
RIMT-rillm rWml
Purchase Order Number:
Sales Order Number: 5247081
Contract Number:
PSA Number:
Project Number:
Case Number:
SOFTWARE
ELECTRONIC TRANSFERS TO
Citizens Bank
ABA 211070175
Account1107454325
Invoice Number: 10646776
Page: 1 of 1
Invoice Date: 02- DEC- 11
Due Date: 01 - JAN- 12
Ship To: 6105141
MARK THOMPSON
MONROE COUNTY FIRE RESCUE
490 63RD ST OCEAN
MARATHON, FL 33050
Contact: MARKTHOMPS1
Email:
Telephone Number: 305 39
Payment Terms: Net 30 Days
Currency: USD
Sales Person: Adams, Ray A
Shipping Reference:
Ship Via:
Ship D. 02- DEC- 11
Description
Taxable
License/Qty
Price
TELESTAFF ENTERPRISE V2
NO
1E
2,250.0C
TELESTAFF WEB ACCESS V2 - TSG
HOSTED
NO
1 E
0.0c
Subtota
2,250.0C
Support Type
Description
Taxable
Duration
Price
Software
PLATINUM SUPPORT SERVICE
I NO
110MONI
0.0
Subtotal
0.01
Description
I Taxable Quantity YOM
Price
WEB ACCESS
NO 11� CONTRACT
0.0c
Subtota
0.0c
INVOICE SUMMARY
Description
Total PriCE
Subtotal:
2,250.0C
Less Payment:
0.0c
Shipping and Handling:
0.0c
Tax:
0.0c
Grand Tota
2,250.0
Po '?q5-
115V0 5-3o-S-,-20
Kronos I Time &Attendance - Scheduling -Absence Management - HR &Payroll - Hiring- Labor Analytic/ z/ ///
Kronos Incorporated 297 Billerica Road Chelmsford MA01824 (BA) 225 1561 f 978 , 94 " 46 D f� Ct.,storne, Kronos com