Item G4 G.4
County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS
Mayor Craig Cates,District 1
Mayor Pro Tem Holly Merrill Raschein,District 5
The Florida Keys
Michelle Lincoln,District 2
James K.Scholl,District 3
David Rice,District 4
County Commission Meeting
December 7, 2022
Agenda Item Number: G.4
Agenda Item Summary #11433
BULK ITEM: No DEPARTMENT: Emergency Services
TIME APPROXIMATE: STAFF CONTACT: Steven Hudson (305) 289-6342
N/A
AGENDA ITEM WORDING: Approval and ratification of a one (1) year support services
agreement with Kronos Incorporated for the Telestaff application used by Monroe County Fire
Rescue (MCFR) for scheduling and time keeping purposes. The total cost is $20,996.00 for the
period October 1, 2022 through September 30, 2023.
ITEM BACKGROUND: Monroe County Fire Rescue (MCFR) is seeking BOG approval for
ratification of a one (1) year support services contract with Kronos Incorporated for the Telestaff
application used by Monroe County Fire Rescue (MCFR) for scheduling and time keeping purposes.
The total cost is $20,996.00 for the period October 1, 2022 through September 30, 2023.
PREVIOUS RELEVANT BOCC ACTION: N/A
CONTRACT/AGREEMENT CHANGES:
One (1)year Support Services Agreement with Kronos Incorporated
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Kronos Incorporated Annual Support Services Agreement- BOG Version 10.01.2022. thorugh
09.30.2023 11.18.2022
Kronos (Telestaff) Amendment- Scheduling Software - Auto Renews Each Year
Kronos (TeleStaff) (PDSI) Original Contract Effective July 20, 2011 - Auto Renews Each Year
FINANCIAL IMPACT:
Effective Date: 10/01/2022
Expiration Date: 09/30/2023
Packet Pg. 1048
G.4
Total Dollar Value of Contract: $20,996.00
Total Cost to County: $20,996.00
Current Year Portion: $20,996.00
Budgeted: Yes
Source of Funds: 141 11500 (75%), 101 11001 (15%), 404 63100 (10%)
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: N/A If yes, amount: N/A
Grant: N/A
County Match: N/A
Insurance Required: Yes, attached
Additional Details: N/A
REVIEWED BY:
James Molenaar Completed 11/18/2022 4:53 PM
Steven Hudson Completed 11/18/2022 5:31 PM
Purchasing Completed 11/18/2022 5:57 PM
Budget and Finance Completed 11/21/2022 9:57 AM
Brian Bradley Completed 11/21/2022 10:07 AM
Lindsey Ballard Completed 11/21/2022 12:58 PM
Board of County Commissioners Pending 12/07/2022 9:00 AM
Packet Pg. 1049
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Stippon Services QUOtle
Palm I Of 2
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Quote Type: Subscription
Customer: MONROE COUNTY FIRE RESCUE
Solution 101: 61105 CN1141 CN
Payment Term a: Net 30 Days ConUatt S: 1208689,S02'-JIUN-22 Q
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Currency: US0 Date: 15-JUN-2,022 00
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Customer PO Number., Prepared by: Sarah,IHoban I U$Sobscripbon
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Bill To; MONROE COUNTY FIRE RESCUE Ship To, MONROE COUNTY FIRE RESCUE C)
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MARATHON FIL 33050 MARATHON Fl.33,050, Ci
UNITED STATES, IUNITED STATES
Contact-. MARK THOMPSON
Email: thompson-mark@monroscouinly-Pl.giov 0
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coicrRAGT SUMMARY'
Contract Period:011-OCT-2022-20-SEP-2023
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Sat rar MR
SILIPEart Services 20,,996,00
Educational Services
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Annualized Contract Value.20.095.00 0
The Annualized Contract Value,Is thou value of the contract R all servlces are priced for 3661 days. The Annuafted Contract.Value does not Include
Astimatad tax. Plano nota that this quote May Include services Ipirl iced)f or proratocl p�o,Oodls,
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Support Services,are au"Ict to applicable taxes. The tax amount shed m on this quote is OnIly 21n IiI Thaaclual tax due will be reflected on the tnvoice, 2
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MONROE COUNTY FIRE RE CUE KRONOSINCORPORATED 0
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NaMw.'-R9M9LrLQ,9§tQ.qL......................
Title-- Monroe Count Administrator
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DaAe: November 2 2022 wte: 10/28/2022
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As,st. County Attorney BOARD OF GOVERNORS OF FIRE AND AMBULANCE DISTRICT I E
MONROE CouNry ATTORNEY'S OFFICE OF MONROE COUNTY,FLORIDA
By:
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Description Support Servkr es Estimated Taaa Subtotal
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'Tat al 20,996.00 0,00 7499600
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DANNY L. KOLHAGE
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CLERK OF THE CIRCUIT COURT 0
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DATE: October 1, 2012
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TO: Jose' Tezanos,
Emergency Management Planner W
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ATTN. Holly Pfiester
FROM. Pamela G. Hancos;fkc.
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At the September 21, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of an Amendment to the Telestaff Software License
Agreement between Item G5 an Amendment to the Telestaff 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 W
("PDSI") obligations under the Telestaff Software License Agreement to Kronos the successor in
rights of PDSI.
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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 w/o document
Finance
File
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Monroe County Emergency Services
Fire R:escue/EM:S—E:mergency Management—Traurna Star—KWIA—Fire Marshal—Fire Academy—UKHCTD
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LETTER OF TRANSMITTAL
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Date: September 24, 2012 CL
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...................................
Attention: Kathy Peters
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County orney®s Office
Re: 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 ("PDSI") obligations under the Telestaff Software License Agreement to 0
Kronos the successor in rights of PDSI.
ENCLOSED PLEASE FIND THE FOLLOWING ITEM(S): W
...................... ..............
# DESCRIPTION
. .........
0
1 BOG Agenda Item G5 —September 21,2012—APPROVED
THESE ARE TRANSMITTED AS CHECKED BELOW: 0
For Execution X] For Your Processing For Review and Comment
For Review and Signature ] Returned for Corrections For Approval
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REMARKS: Katherine—Tha ou.
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Holly Pfieste E
289-6088
Stop 14
Packet Pg. 1055
BOARD OF GOVERNORS E
FIRE AND AMBULANCE DISTRICT I
AGENDA rrEM SUMMARY
Meeting Date.. S ber 21 -Services
—Wteru.-.—. LLO-12— Dion: Emerggg-cy
Bulk Item: Yes X No Department,*. Fire R.elggg�..............
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Staff Contact Person: 11 ester ext. 6088
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AGENDA ITEM WORDING., Approval of an Amendment to the Telestaff Software License
Agreement between Kronos Incorporated('Xronos") and the Monroe County Board of Cove ors 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 rights of PDSI, 0
ITEM BACKGROUND: On July 20,2011, the Board of Cove ors of Fire and Ambulance District
1 of Monroe County("County") granted approval and authorized execution of Item G3,Software
License Agreement with PDSI, Subsequent to execution of the contract, PDSI was acquired by
Kronos. Paragraph 170)of the Software License Agreement requires PDSI to assign its obligations W
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under the agreement in writing, and requires written consent of the County to the assignment.
PREVIOUS RELEVANT BOG ACTION: N/A
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CONTRACT/AGREEMENT CHANGES: Assignment of Software License Agreement to Kronos
Inc. as new owner of PIII.
STAFF RECOMMENDATIONS: Approval 0
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TOTAL COST FY12: INDIRECT COST- BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE. N/A
COST TO COUNTY FY12:— SOURCE OF FUNDS: E
REVENUE PRODUCING. Yes No X AMOUNT PER MONTH Year
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APPROVED BY: County Atty 0/omtachasing_ Risk Management
DOCUMENTATiON; Included X Not Required-
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DISPOSITION: AGENDAITEM# 9=
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Revised 7109
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G.4.b
MONROE COUNTY BOARDOF GOVERNORS E
CONTRACT SUMMARY
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Contract with: Kronos,Inc. Contract#
Effective Date: 07/20/2011
Expiration Date: Automatically renews annually
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Contract Purpose/Description: CL
Approval of an Amendment to the Telestaff Software License Agreement between Kronos
Incomorated("Kronos")and the Monroe County Board of Governors Fire and Ambulance District 0
1 LCounty"1,consenting assignment of Principal Decision Systems International("PDSP'1 0
obligations under the Telestaff Software License Agoment to Kronos the successor in rights of
PDSI
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
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Total Dollar Value of 3 3,100— 1 o5 c i ` i licenses Current Year $6,012,64
Budgeted?Yes® No ,25Account Codes:is es gaurcbesed Portion: $
Grant:$ 11 - 530520
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: For: Software servicetsupport 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$5,292.
of included in dollar value above e .maintenance,utilities,janitorial,salaries,etc.)
CONTRACT
,
_ Changes
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Date
Date Needed i e
Division Director Yes o ,
Sk Management Yeso NoEJ', I
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O.M.B./Phasing 1 Yes[]No
County Attorney Yes No o a
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September 6, 2012 0
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Holly Pfiester
Executive Assistant Emergency Services
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Monroe County Fire
490 63,d Street Ocean, Suite 140
Marathon,FL 33050
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Re: Amendment to the Telestaff License Agreement
Dear Ms. Pfiester-
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Enclosed are two (2) originals of the above referenced agreement executed on behalf of Kronos.
Kindly return a fully executed copy to my attention.
Regards, 0
Paula Stevens
Legal Assistant
Enclosures E
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Page� 1 (F
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 ass
International("Kronos")signed by the Customer on July 20`h,2011.
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Whereas Kronos Incorporated acquired Principal Decision Systems International ("PDSI") on May 2, 2011 by purchasing of all of the 2
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 terms and conditions of the
Agreement. CL
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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 0
the applicable license and support terms. C
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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 terms 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. M
All other terms and conditions of the Agreement shall remain in full force and effect.
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DATED: m .September 21,
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MONROE COUNTY BOARD OF GOVERNORS KRONOSINCORPORATED
FIRE D A C D STRICT F COUNTY
BY: BY: d
NAME.......................................................ssioner Geor a Neugent NAME ,,, ,_
TITLE: d
Chairman, .... TITLE:o � _ ��
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DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: August 11, 2011
TO: Fire Chief James Callahan
Fire-Rescue Department
AUG , , CL
ATTN: Susan Hover Monroe � ��re
Co��a�t
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FROM.• Pamela G. Han �D.C. g
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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.
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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. 0
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cc: County Attorney via e-mail
Finance via-e-mail
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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 0
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
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CONTRACT COSTS W
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Total Dollar Value of Contract: $ $ 33,100.00 Current Year $33,100.00
Portion: $
Budgeted?Yes® No ❑ Account Codes: 11500 530520 0
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 5,292 /yr For: Web access, service and support
(Not included in dollar value above) (eg.maintenance,utilities,janitorial,salaries,etc.)
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CONTRACT REVIEW
Changes Date Out
D ate In Needed iew _ .
Division Director � Yes No D b "'
g t y . ,� Yes No � .
Risk Mana eme
_... .._ _.........
O. B./Purchasing Ci -2. Yes No _�_ .. " ` �..
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Count Attorne m Yes No ... " .._.. _...................... ...
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Comments:
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Packet Pg. 1061
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BOARD OF GOVERNORS
FIRE AND AMBULANCE DISTRICT 1
AGENDA ITEM SUMMARY ...,.
Meeting Date: July 20, 2011 Division: Emerp-enev Services
a
sts
Bulk Item: Yes _ No X "�� Department: Fire Rescue
2
Staff Contact erson/Phone#Mark Thom son/`S. HovM x6088
AGENDA ITEM WORDING: Approval o enter into a Software License with Principal
Decision Systems International (PDSI), the ole source provider ofTelex.' ,� eement
for the purchase of
software, licensing, and training necessary to use TeleStaff, a tele e 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 0
support, and approval for the Fire Chief to sign all documents as needed to complete transaction.
2
ITEM BACKGROUND: The current method used by Monroe County Fire Rescue (MCFR) for
managing day-to-day staffing scheduling and time tracking of 100 firefighters and ten stations is manual
and antiquated,requiring a tremendous amount of staff hours to complete. Implementing TeleStaff, a
telephone and web access scheduling and employee time tracking system, will improve the accuracy
and efficiency by which MCFR manages day-to-day staffing by implementing an advanced automated
electronic scheduling solution that will streamline critical staff scheduling, reduce the amount of time
currently spent on minimum staffing requirements, allow better tracking and control of overtime costs
and causes, and improve department data reporting and auditing ability. See attached for additional
information. U)
PREVIOUS RELEVANT BOARD ACTION: None.
CONTRACT/AGREEMENT CHANGES: None. This is a new contract.
0
STAFF RECOMMENDATIONS: Approval as written.
TOTAL COST FY11: $ 33,100.00 INDIRECT COST: 5,292* BUDGETED: Yes X No
*per year for web access, service and support
DIFFERENTIAL OF LOCAL PREFERENCE: /
COST TO COUNTY FY11: 33,100.00 SOURCE OF FUNDS: Ad Valorem Taxes
11500-530-520 E
REVENUE PRODUCING: Yes No A OUNT PER MONTH- Year
CA
APPROVED BY: County Atty O' /wurcliasing Risk Management—_
DOCUMENTATION: Included Not Required„ 0
DISPOSITION:, r "" ., AGENDA ITEM# :
Revised 7,/09
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TeleStaff
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SOFTWARE LICENSE AGREEMENT
TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT CL
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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 g
of Monroe County Fire Rescue,that has Its' headquarters at 490 63rd Street Ocean, Marathon, FL 33050,
shall be subject to the following terms and conditions:
Whereas,PDSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF;
and
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 wllling 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;
U)
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:
C
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. 0
(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;
(li) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of
TELESTAFF;
(ill) Copy TELESTAFF for any reason other than to make one backup copy in machine-readable form for archival
purposes; U)
(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. U)
C
C
C
3. Execution Date. The Execution Date is defined as the date this AGREEMENT is signed by an authorized agent of CUSTOMER.
4. IM. 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 104 CUSTOMER INITIALS:
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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.
rn
0
Initial Component 2
TELESTAFF Enterprise Software License for 105 FIRE Staff Members $ 14,700
TELESTAFF Implementation Services for 105 FIRE Staff Members $ 10,000
TELESTAFF Phase 2 Implementation Services for 105 FIRE Staff $ 5,000
Members 0
One year of PDSI-hosted Web Access for 105 Staff Members Included for first year;thereafter$2058 per CL
CL
year
Sybase Concurrent Connections(1)Qty:12 $ 1,500
4 Port Telephony Hardware Qty:1 $ 1,000 -
4 Port Telephony License(Dongle)Qty:1 $ 900 9=
TeleStaff Reporting Module Qty:1 INCLUDED 0
Total Initial Acquisition Cost $ 33,100
6. Prf In . PDSI agrees to lock in the fees being offered as described above in paragraph 5 for 90 days after 614/2011, or until
713112011.
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 Due Upon Delivery of TeleStaff Software CD W
for 105 Staff Members version 2.x rn
TELESTAFF Implementation Services for 105 FIRE Staff Members Due Upon Delivery of TeleStaff Software CD
version 2.x
One year of PDSI-hosted Web Access for 105 Staff Members Due Upon Delivery of TeleStaff Software CD
version 2.x
Sybase Concurrent Connections(1)and applicable Sales Tax Net 60 Days
4 Port Telephony Hardware and applicable Sales Tax Net 60 Days
4 Port Telephony License(Dongle)and applicable Sales Tax 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. in
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:
n gMpnl Pamn
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
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 U)
and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of 0
TELESTAFF as defined in Appendix C. 0
Should CUSTOMER increase the licensed capacity of TELESTAFF,CUSTOMER acknowledges that Annual Service and Support wtll
Increase as specified in Section 12 beginning with the next renewal period.
it, 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: c�
TeleStaff License Agreement Last Updated:61912011 Page 2 of 4 CUSTOMER INITIALS:
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Initial gyqnt
Payment
PDSI-hosted Web Access for 105 FIRE Staff Members-1 $ 2,058
month after 1st Anniversary of the Execution Date
U)
Subsequent anniversaries during term Thereafter,a 3%maximum increase over the previous 0
period .2
Should CUSTOMER elect not to renew web access or fall 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
0
CL
12 increases In:Lig2ale CARpSNT CL
CUSTOMER may increase the capacity of its TELESTAFF license at a future date In increments of
,o`5 staff members for an additional fee. CUSTOMER acknowledges that increasing its TELESTAFF license capacity will also cause an LO
Increase in Annual Service and Support, and Web Access services(PDSI-hosted Usage or Self-Hosted License and Annual Service 4-
and Support),if applicable. The following table shows the current pricing for all upgradeable components,however,pricing Is subject 0
to change without notice, Increases in TELESTAFF Annual Service and Support, PDSI-Hosted Web Access, and Self-hosted Web 0
Access Annual Service and Support will be reflected at the first involcing cycle following any TELESTAFF License Upgrade �,t
itial EY218 Payment
TELESTAFF License U made
of m
pg C i Oper 5 staff members Ills
rr "Alen,
TELESTAFF Annual Service and Support Additional e-e-W U 161 Ts/..of co bined Lai W
TELESTAFF License Upgrade PLUS current Annual 0
Service and Support amount 0
PDSI-hosted Web Access Usage Fee(if applicable) Additional fee equal to 15%of combined total of
TELESTAFF License Upgrade PLUS current
WEBSTAFF Usage amount ro
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) cis
Hourly rate for Additional Training as specified In Appendix $ 200 per hour
W
B,ADDITIONAL TRAINING U)
13. UM&q_Wa_rMn.1y.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 W
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR 0
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 Liabliltv. 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
1 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 falls to satisfy any of its respective covenants, duties or obilgations
under this AGREEMENT),the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default, E
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 E
default;
(b) By mutual consent between both parties; ro
U)
17, Miscellaneous Provisions.
(a) 6M2ng_mQntq. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the
0
parties hereto. a
0
L_
(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 constlutes the entire
agreement between the parties with respect to the matters contemplated herein.
E
(c) GovqmInq Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California.
TeleStaff License Agreement Last updated.. 6/9/2011 Page 3 of 4 CUSTOMER INITIALgc- E
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G.4.b
(d) Taxes: CUSTOMER Is exempt from sales and use taxes
(a) Ngtirgs, 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. U
(0 Ng Wgiver. 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 CL
hereof. CL
(g) ssianability, This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, 4-
successors,assigns and personal representatives
C
h Pricing, Pricing
O g. 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),
(1) Venue. Any actions to enforce the terms of this agreement will be filed In the Sixteenth Judicial Circuit,Monroe County,Florida.
0) h�UBCOhdT�CT._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 00
or sub shall compiy 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 obEgat'ion 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 y this contract„as provided in Sect,112,311,at 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 e)
as delineated in Section 112.313,Florida Statutes,regarding,but not limited to,solicitation or acceptance of gifts;doing business
with one's agency,unauthorizedcompensation;misuse of public position,conflicting employment or contractual relationship,and
disclosure or use of certain Information
(I) PDSI warrants that,in respect to itself,it has neither employed nor retained any company or person,other than a bona fide C
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 manias owed, or otherwise recover,the to amount of such fee,commission,percentage,gift,or
consideration
0
(m) ETHICS C USE PDSI warrants that he/it has not employed,retained or otherwise had act on hisrrts behalf any former County in
officer or employee in violation of Section 2 of Ordinance o 10-1990 or any County officer or employee in violation or Section 3
of Ordinance No. 10-1990. For breach or violation of this provision the County may,in its discretion,terminate this contract
without liabllity 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 foufuy I TORNE u,
ARR(',�OVE AS TP`7 Rio:
lyl I�
N f"RA L. HALL
IN WITNESS WHEREOF,th9, es have signed this AGREEMENT 6 n fi i�
MQnrgg Counri Board of Governors of E
Fir n A I
PDSt Monroe Counly (CU )
BY �..-:. �.... ....m By U)
Title Title 6 �
1^3 f
Date Date.
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TeleStaff License Agreement Last Updated 6d l2011 rage a or 4 CUSTOMER IN TIAL S
Packet Pg. 1066
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State of Caffornia
,CALIFORNIA A[ L-P URP
County of CERTIFICATE OF ACKNOWLIDGMENT U)
On beforerne, _,.-
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personaHy appeared , CL
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who Iproved to me on the baMs of satisfactory evidence to be the peirson(s)whose narne(s)is/are subscribed to
the Mthirt instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by hislheir/th& signature(s) on the instrUment the person(s), or the entity
upoin Ibehalf of which the person(s)acted,executed the instruiment. 1 0
I certify under FIENALTY OF PERJLJRY under the laws of the
State of Cahfornua that the foregoing paragraph is true and correct,
IF— J,M.MATUSZ
Cu #1857181 z
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X Notary Pubflic�CaMornia W
WiTNESS rny 1--nand an. officla seaL 0
z Orange County U)
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Signature
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OPTIONAL INFORMATION ...................
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Appendix A—TeleStaff Hardware Specifications
PDSI DOES NOT TAKE RESPONSIBILITY FOR HARDWARE PURCHASED BY CUSTOMER
U)
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 1�
TELEPHONE PORTS AND/OR ALTERNATIVE DIGITAL OR VOIP SYSTEMS. PDSI SPECIALISTS CAN PROVIDE TECHNICAL O
INFORMATION AND RECOMMENDATIONS BUT CAN NOT BE RESPONSIBLE FOR CUSTOMER'S UNIQUE TECHNOLOGY CL
CL
ENVIRONMENTS.
Following are the MINIMUM specifications required for a TeleStaff server designed to operate the TeleStaff software, database 0
management system and telephony components. a
O
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)
li. 2GB RAM
iii. RAID-5 Storage(At least 15K RPM Drives)
iv. PCIe slot(s)for Dialogic Card(s)
v. Any Sound Device a
b. Minimum (<1000 Staff) W
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
0
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 E
• Windows Server 2000
• Windows Server 2003
• Windows Server 2003 Enterprise Edition U)
• 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. 0
a
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E
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TeleStaff License Agreement Appendix A Last Updated: 6/912011 Gage f of 2 CUSTOMER INITIAL
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as
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 uy
Both the D4PCIU4SW and D4PCIU4SEW are 4 port cards.They are half-length. 0
• 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. 00
® Telephony system dongles(4-or 12-port)
0
CL
CL
Sybase Licenses(Purchase from PDSI: ,-
• Sybase Client database license(7 concurrent users) 0
• Sybase Studio database license(1 concurrent user) C
0
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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 City consider component distribution as
discussed below.
c�
OPTION: Application Distribution
U)
TeleStaff comprises multiple software applications that n 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 9=
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. 0
PDSI recommends utilizing more than 1 server.
Recommended Minimum Client Machine Specs:
• Pentium IV Class 2.4 GHz CPU
• 2GBkAM
• 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) �y
• Speakers(to hear TeleStaff recordings)
• Microphone(if you want to record voices in the TeleStaff database)
• Network Interface Card
• Windows 2000,Vista,or XP
c�
• 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 MinimumSpecs:
a. Minimum(<500 Staff) E
vi. Pentium 4 3.0 Ghz
vii. 2B RAM ro
viii. 40B Hard Drive e)
b. Minimum(<1500 Staff)
ix. Pentium 4 3.0 Ghz
x. 4GB RAM 9=
xi. 40B Hard Drive
c. Minimum(> 1500 Staff)
xii. Dual Core Xeon Processor
xiii. BGB RAM E
xiv. 40B Hard Drive
TeleStaff License Agreement Appendix A Last Updated: 61912011 Page 2 of 2 CUSTOMER INITIAL43
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U)
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 0
TeleStaff and will train CUSTOMER on how to configure the TeleStaff system using CUSTOMER data. The following steps comprise a CL
CL
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
4-
changes to the Implementation Process and Services described below. (NOTE: A PROJECT PLAN DETAILING SPECIFIC 0
CUSTOMER DELIVERABLES, MILESTONES, AND SCHEDULE WILL BE DEVELOPED BY CUSTOMER AND PDSI DURING THE 9=
PROJECT.) .2
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, W
reports, and feeds to down stream systems. At the end of this process, users will be able to 0
request leave,sign up for overtime,and respond to emergency call outs via phone,client,or web 0
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 W
lead and IT representative,is held to review hardware and software specifications. The PM is responsible for guiding U)
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 0
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. 0
• 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 perforrh basic configuration of TeleStaff via multiple Web Conference calls E
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 E
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
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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 U)
0
documentation and direction to standard online training material is supplied by PDSI.• a
0
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.
E
Advanced Configuration Plan is PHASE 2 of Implementation. The following set-vices 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:�'31cc__
Packet Pg. 1070
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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 U)
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. CL
• Staffing Process Review:PM instructs CUSTOMER on how to effectively analyze and document the current process the CL
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 0
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 vy
procedures. From this point forward,the Help Desk is the first point of contact for technical issues with TELESTAFF.
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1 eleSfaff License Agreement Appendix S Last Updated: 6l OI I Page 2 of 2 CUSTOMER INITIALS:—)(
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Appendix C-Annual Service and Support U)
"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 0
CL
as defined below. If CUSTOMER determines that a Software Error exists,CUSTOMER shall notify PDSI through PDSI's CL
web portal (hqgJ/slxw b.pds1-_software.c2m a a wing L_ _D, providing the exact verbiage from error messages, scre nshots showing
in
details, and any other information relevant to giving an accurate description of the error,The ticket number generated by 4-
the portal shall be used for all subsequent inquiries relating to the original problem. Please contact your Customer 0
Account Manager for a unique login ID and password. Outside of Normal Business Hours,CUSTOMER will open a ticket C
through the Web Portal then notify PDSI of the problem by telephone. Telephone notification will be made to PDSI's .0
support line at(866)324-1598.
.2
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 0
one is available. Outside of Normal Business Hours, Priority 1 support, as described in this appendix, will be made 0
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.
W
Priorities are assigned as follows: U)
Prio One
Hours of Availability: 24 hours/day,7 daystweek 0
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.
PDSI will work aggressively to provide CUSTOMER with a workaround solution or to completely resolve the 0
Resolution Response: problem. in
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.
Priority Two
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. E
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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 E
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
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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.
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Priority Three a
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Hours of Availability: Monday through Friday,6:00 AM to 6:00 PM,Pacific Standard Time. �
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Packet Pg. 1072
G.4.b
Description: All other software or documentation errors not described above. These include but are not limited to:
• Reporting errors or calculation problems
• Documentation inaccuracies U
• Cosmetic issues
• Misspellings
• Product Enhancement requests
• Questions or Inquiries relating to TeleStaff Software functionality,system administration or installation 0
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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, CL
PDSI will respond within one Business Day. LO
Resolution Response: PDSI will correct documentation errors in upcoming releases of the documentation. -
If requested,PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been �
Notification: 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
0
• 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) 0
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.
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BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers,District 3
Mayor Pro Tem David Rice,District 4
0 CKEY WESTSO �MONROE
UNTYLORIDA 33040 Sylvia Murphy,District 5
�'' ' ,-I George Neugent,District 2
(305)294-4641 Kim Wigington,District 1 0
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11111 14 8
Yea OfficeSm 106
XeV t, 92 33041-10260
( 0 ) 9 - 7
MEMORANDUM
TO: Danny L. , Clerk of the Court
Kathy M. Peters, County Attorney's Office
7/20/2011
c�
July 25, 2011
Enclosed lease find two (2) originally executed copies of the Software License Agreement that
correlates with the above-referenced agenda item whichwas approved by the BOCC on 7/ /11 and
received by this office for processing.
C. BULK APPROVAL I
. ry s resolutions fort tr sr s resolutions for the receipt o
ticite revenue.
Enclosures: Two ( ) originally executed copies of the Software License Agreement
7/2
r4-t 41 C
Packet Pg. 1074
RECEIVED
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,1 2 20 11
UONROE COUNTY XFTORN�,,'
.2
LETTER oF TRANSMITTAL
0
Date: July 21, 2011
4-
0
MONROE COUNTY attention: Kathy Peters
Fire Rescue County Attorneys office
490 63"' Street Ocean
Marathon, FL 33050
(305) 289-6088 Re: Software License Agreement with Principal Decision Systems 0
International(PSI),the sole source provider of TeleStaff, for 0
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
ENCLOSED PLEASE FIND THE FOLLOWING ITEM(S): W
-------------- ------ ---------------------------
DESCRIPTION
2 Software License Agreement with Principal Decision Systems International(PDSl)the 0
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
0
THESE ARE TRANSMITTED AS CHECKED BELOW:
X For Execution For Your Use For Processing
For Review and Signaoge— Returned for Corrections For Approval
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Jul
REMARK ._Armroved Ju 20. 2011. Item Q3. E
pp_ 2011, Item G3.
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Susan Hover
A J( et—'
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. ( �
WV Taxes. CUSTOMER is exempt from sales and use taxes.
(a) Notices. All noticesrequests, demandsand/or other communications required or permitted to be given or made by this E
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.
00 No Waiver. No failure on the part u[any party hereto to exercise,and no delay in exercisingright, qr remedy nrpartial
exercise mf any right, power nr remedy byany party willpreclude any other or future exercise of any other right,power orremedy
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 mheU constitute o waiver oforan assent to any succeeding default in the same or any other term or condition to
Menso[
CL
(8) 8aagogti0y, This AGREEMENT ohe|| inure to the benefit of and be binding upon the parties hanatn, their respective heirs, cL
successors,assigns and personal representatives. to
4-
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(h) Pricing. Pricing provided for components |n Section 6 apply only toPDS| productsand 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 POS|shall not assign o,subcontract its obligations under this og/eoment tu 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 inno M
manner or event be deemed to impose any additional obligation upon the board. —
(h) DG|napmaents 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 �
aa delineated in Section 112313.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.
(|) 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 POS)agrees that the CUSTOMER shall have the right boterminate this Agreement without liability and, atits
discretion,to offset from monies owed,or otherwise recover,the full amount of such fee,commission,percentage,gift,or
consideration.
(m) ETHICS CLAUSE PDSI warrantsthetha/ithesncdemp|oyed.uwteinedoruthemviaehedectunhis/itsbsho|fenyfomnerCounty to
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. 1Q-198V. 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 o'purchase price, otherwise recover,the full amount of
any fee,commission,percentage,�i� oroonsidanmUonpe|dtothefo�����u��%�ffio�py�o����
' ' ` ' w/`�N#u� L.uu.n / / �'TOF\MEY
-MRM:
—!4�NTLHUA L. FIALL
ASSISTANT COUNTY ATTORNEY
-jir- Ulf
|w WITNESS WHEREOF,th ses have signed this AGREEMENT Vw�Mh-xay-and-ymar-fonst-abwwe-wpitter.---'
Monroe Countv Board of Govemors of
Fire and Ambulance District 1 of
pDS/ Monrge_gountyL(CVSTOMER)
By, / — By:
Title: Title:
oo�� Date:
7eleStaff License Agreement Lom bpoated 61912011 Pa0e4mf4 CUSTOMER tW77AI-S:......................................................
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State of California CALIFORNIA ALL-PURPOSE
County of �
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n before me, 5F, noAarq PuHt 2
(here insert name an title of the offi er)
personally appeared )Wes ((:4fom
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who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to 2
the within instrument and acknowledged to me thathe/she/they executed the same in his/her/their 2
authorized caacity(ies), and that by his/her/their signature(s) on the instrument the erson(s), or the entity
upon behalf of which the person(s) acted,executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and corr&:t' 1, qT SZ
P CO . #1€357181
WITNESS m hand an officia seal. Notary Public•Californ
Y z Orange County
Ex Tres A.9,21111
Signature
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OPTIONAL INFORMA 7 ION
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M09ROE COUNTY BOARD OF COUNTY COMMISSIONERS
PAGE NO. 1
-------------------------------
I P U R C H A S E 0 R D E R I
+_____________________________-
COUNTY SALES TAX EXEMPT NUMBER:
-801382529 C-7 CL
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VENDOR: SHIP TO: -
949 M.C. FIRE SC OFFICE
PRINCIPAL DECISION SYSTEMS ITNAT 490 63RD STREET SUITE 160 0
50 CORPORATE PARK MARATHON, FL 33b5O
IRVINE CA 92606 ATTN: CAMILLE DBOFF 2
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DATE: 7/22/11 BUYS RK THOMPSON REQ. NO: 00032710 RQ:07/L om
E :NET 30 DAYS FOB: DESC-
ITEM# QNTY UOM DESCRIPTION UNIT PRICE EXTENSIOl
01 1. 0 EA SOFTWARE, LICENSING, AND TRAINING F 33100.0000 3 , 100.0(
TELESTAFF, A TELEPHONE D WEB ACCESS
SCHEDULING D TIME TRACKING SST
APPROVED BOCC JULY 20, 2011, ITEM G3
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PAGE 1 TOTAL: 33, 100.1
O TOTAL: 33, 100.1E
ITEM# ACCOUNT OU PROJ CD
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REMIT I-fEC K a ELECTRONIC TRANSFERS TO: @nvalce Number 10646776 ..__.
PO BOX 845746 Citizens Bank Page., t 01't �
6O 1r ON,MA 02?64.,6746 ABA 211070175
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Bill To: 6105141 Ship'To- 6105141
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DANNYL. KOLHAGE
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CLERK OF THE CIRCUIT COURT
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DATE: August 11, 2011 CL
TO: Fire ChiefJames Callahan
Fire-Rescue Department
AUG .�. 1
ATTN. Susan Hover Monroe
8y: countY Fj're Rescue
FROM: Pamela G. Hancc D.C. �w
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 0
complete transaction.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you N
have any questions, please do not hesitate to contact this office. C
21
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Finance via-e-mail 0
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SOFTWARE LICENSE AGREEMENT
TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT 0
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'd Street Ocean, Marathon, FL 33050,
shall be subject to the following terms and conditions:
Whereas,PDSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF; 0
and
Whereas,PDSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF;and co
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; 0
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:
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1. Ownership and License of TELESTAFF
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Except as provided herein at paragraph 2(b), PDSI hereby grants to CUSTOMER a license to use TELESTAFF in object code form. 21
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. Copvriaht 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 c�
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 CL
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. 0
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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.
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5. Product Components. The following constitutes a list of TELESTAFF components and associated fees that CUSTOMER does U)
hereby agree to purchase from PDSI available in connection with the use of TELESTAFF. See Appendix A for the recommended 2
TELESTAFF hardware specifications. All fees shown below are one time only charges except as described further in this agreement.
Initial Component Fee
TELESTAFF Enterprise Software License for 105 FIRE Staff Members $ 14,700 CL
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TELESTAFF Implementation Services for 105 FIRE Staff Members $ 10,000
TELESTAFF Phase 2 Implementation Services for 105 FIRE Staff $ 5,000
Members 0
One year of PDSI-hosted Web Access for 105 Staff Members Included for first year;thereafter$2058 per C
year
Sybase Concurrent Connections(1)Qty: 12 $ 1,500
4 Port Telephony Hardware Qty: 1 $ 1,000
4 Port Telephony License(Dongle)Qty:1 $ 900
TeleStaff Reporting Module Qty: 1 INCLUDED
Total Initial Acquisition Cost $ 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 Due
TELESTAFF Enterprise Software License and applicable Sales Tax Due Upon Delivery of TeleStaff Software CD 0
for 105 Staff Members version 2.x
TELESTAFF Implementation Services for 105 FIRE Staff Members Due Upon Delivery of TeleStaff Software CD
version 2.x
One year of PDSI-hosted Web Access for 105 Staff Members Due Upon Delivery of TeleStaff Software CD
version 2.x
Sybase Concurrent Connections(1)and applicable Sales Tax Net 60 Days
4 Port Telephony Hardware and applicable Sales Tax Net 60 Days c14
4 Port Telephony License(Dongle)and applicable Sales Tax Net 60 Days 21
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 c�
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.
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10. Annual Service and Support. Service and Support of TELESTAFF is provided at no additional charge during the first twelve(12) U
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:
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Initial Event 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 CL
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 c
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:
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Initial Event Payment
PDSI-hosted Web Access for 105 FIRE Staff Members-1 $ 2,058
month after 1 st Anniversary of the Execution Date
Subsequent anniversaries during term Thereafter,a 3%maximum increase over the previous
period 0
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Should CUSTOMER elect not to renew web access or fail to pay the usage fee specified above in advance the subsequent 12 month LO
period,CUSTOMER acknowledges that PDSI will disable CUSTOMER access from the Internet. 4-
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12. Increases in License Capacity: CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of 0
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 .2
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.
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Initial Event Payment
TELESTAFF License Upgrade $ 750 per 5 staff members
TELESTAFF Annual Service and Support Additional fee equal to 22%of combined total of
TELESTAFF License Upgrade PLUS current Annual
Service and Support amount
PDSI-hosted Web Access Usage Fee(if applicable) Additional fee equal to 15%of combined total of U
TELESTAFF License Upgrade PLUS current M
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WEBSTAFF Usage amount U)
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 $ 200 per hour
B,ADDITIONAL TRAINING 0
13. Limited Warrantv. 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 CN
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 CN
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 75
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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 4--
EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. W
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 C
this Agreement,except to that which is/are attributable to the negligent or intentional misconduct of the other party. 0
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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 2M
under this AGREEMENT),the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default, 0
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 CL
default;
(b) By mutual consent between both parties;
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17. Miscellaneous Provisions.
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(a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the 0
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parties hereto. 0
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(b) Entire Aoreement. 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. E
(c) Governing Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California.
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(d) Taxes: CUSTOMER is exempt from sales and use taxes U)
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(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.
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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 CL
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 4-
0
AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or condition C
hereof. 0
(g) 6ggjg0gW&. 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 3rd party products
and services that integrate with or relate to TeleStaff(unless otherwise noted).
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(i) Venue. Any actions to enforce the terms of this agreement will be filed in the Sixteenth Judicial Circuit,Monroe County, Florida.
0) 62oSIGNMENT/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 W
manner or event be deemed to impose any additional obligation upon the board, U)
(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, 4 has neither employed nor retained any company or person,other than a bona fide C14
employee working solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person,company. Q
corporation,individual,or firm,other than a bona fide employee working solely for it,any fee,commission,percentage,gift,or C14
other consideration contingent upon or resulting from the award or making of this Agreement For the breach or violation of the 75
provision,the PDSI agrees that the CUSTOMER shall have the right to terminate this Agreement without liability and,at its n
discretion,tooffset 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/as 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 for' e, I
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IN WITNESS WHEREOF,th9,9046s have signed this AGREEMENT rdWb%-day-and-Vear-fh A abGVe-4VFRt8ff—
Monroe County Board of Governors of CL
PDS1 Fire and Ambulance District of
Monroe County (CU
By By: qs
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Title, Tal,w
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Date y y Date: Zo
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State of
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CERTIFICATE OF ACKNOWLEDGMENT
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authorized capacity(ie.$), and that by his/her/their .signature(s) on the instrument the per'son(s)d or the entity
upon behalf of which the person(s)acted,executed the instrument.
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I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct, =nia
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Appendix A—TeleStaff Hardware Specifications )
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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
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CONSIDERATIONS INCLUDING BUT NOT LIMITED TO OPERATING TELESTAFF IN VIRTUAL ENVIRONMENTS. CUSTOMER IS ALSO CL
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 0
INFORMATION AND RECOMMENDATIONS BUT CAN NOT BE RESPONSIBLE FOR CUSTOMER'S UNIQUE TECHNOLOGY �
ENVIRONMENTS. .2
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) U)
iv. PCIe slot(s)for Dialogic Card(s)
v. Any Sound Device
b. Minimum (<1000 Staff) 0
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) N
v. Any Sound Device
N
c. Minimum (<2000 Staff) 21
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
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d. Minimum (>2000 Staff)
i. Dual Quad Core Xeon Processor(s) 0
ii. 8GB RAM U
iii. RAID-5 Storage(At least 15K RPM Drives) 76
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. U)
TeleStaff is not compatible with Small Business Server or Web Edition. a
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Telephony Components(Purchase from PDSI): U)
• 4-or 12-port port Dialogic Telephony system U
• 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)
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• D120JCTLSEW—PCI Express form factor CL
Both the D120JCTLS and D120JCTLSEW are 6 port cards,which can support up to 12 lines.They are full-length.
in
• Telephony system dongles(4-or 12-port)
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Sybase Licenses(Purchase from PDSI): cis
• 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 City consider component distribution as
discussed below. in
OPTION: Application Distribution 0
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 deDartments with over 1000 users, c14
PQSI recommends utilizing more than 1 server. C
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Recommended Minimum Client MachineSpecs:
• Pentium IV Class 2.4 GHz CPU
• 2 G13 RAMy
• 40 G13 Hard Drive(Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+GB by c�
default)
• Computer sound card(If you want to hear/record voices in the TeleStaff database)
+ Speakers(to hear TeleStaff recordings) c�
• Microphone(if you want to record voices in the TeleStaff database)
• Network Interface Card
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• Windows 2000,Vista, or XP U
• 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 MinimumSpecs:
a. Minimum(<500 Staff)
vi. Pentium 4 3.0 Ghz
vii. 2G6 RAM
viii. 40B Hard Drive
b. Minimum(<1500 Staff)
ix. Pentium 4 3.0 Ghz 0
a
x. 4GI3 RAM 0
A. 40GB Hard Drive �e
c. Minimum(> 1500 Staff)
xii. Dual Core Xeon Processor
xiii. 8GB RAM
xiv. 40B Hard Drive
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ADVANCED
CONFIGURATION PLAN: The following tasks are part of the Advanced Configuration Process. Once CUSTOMER has
successfully deployed the Te|eStaff Roster, Calendar, and Work Codes into a production 0
environment, they can proceed to the Advanced Configuration Process to add intelligent staffing -'
functionality to Te|eStaff. At the end of this procems, atmffemo will be able to automate intelligent
staffing functionality inTe|eS+aft CL
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~ 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 neaounmaforconhQurahontraininQ. Thopurpoaeof
the ADVANCED CONFIGURATION TRAINING is to train CUSTOMER on how to configure for intelligent staffing, have
CUSTOMER actually configure the m|ea, 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 of5days. The actual duration will depend on
CUGTOK8ER'a 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 TELEGTAFFia fully configured by CUSTOMER, rigorous configuration testing ia 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 Monoger, Fax W
Manager, and the Gateway(in the case that the system ia interfacing with a Third-party opp|ination). CUSTOMER creates a
0eetp|on; aemignmunemtoVamtthemystam. cmotoaheatanripts.andm6nductsneconh xoUonomneoemmary. CUSTOMER is
also responsible for additional training(including creating a training plan, creating training documentation, and conducting �
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super-user training daaaea).
° Production with Advanced Functionality: PM and CUSTOMER project review the PDQ|Te|eStoff Help Desk
procedures. From this point forward,the Help Desk is the first point of contact for technical issues with TELESTAFF. �
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TeIeStaff License Agreement Appendix B Last updated: 619120/1 Page 2of2 CUSTOMER INITIALS---4�_
Appendix C—Annua| Service and Support LO
"Normal Business Hours" are 6:00 AM through 6:00 PM (Pacific Standard Time . Monday through Friday, excluding
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holidays and other office closures(notification of which will be provided to CUSTOMER). cz
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All Software Errors reported by CUSTOMER shall bo resolved as set forth be|m* Initial
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upon CUGTOMER'utuUdoechpUunof the pmb�n. Reso|uUunemponmevNUbe based upon�ephoNyassigned byPDG|
as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify PDSI through PDSI's
web port | providing the exact verbiage from cnsanshotmmhm*ing
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 4-
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 o PQG| representative or an automated attendant etall hours. During
Nomne| Business Mmum, each trouble report by phone will be assigned a support ticket number and updates will be
entered through the Web pvnoi The call will be handled according to the priority assigned by PDG|. In the oamo of
priority-one problems,as noted below,CUSTOMER may be able to speak directly to a TeleStaff Support Representative if >_
one is available. Outside ofNormal Business Hnum, Priority 1 support, as described in this appendix, will be mode
available through a pager system. The phone number ia8O8'324-15B8. Priority 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, mu
which generate an email or a callback. If requested or so stipulated in the response time criteria be|m*. e PDG|
representative will return the call or e-mail in a manner consistent with the priority and order in which the oeU was
received. CUSTOMER shall make every effort to respond toPDG| ina timely fashion when requests are made tn follow-
up oa||soraddiUone|documenumUonnnthenapomedpmb|em.
Priorities are assigned amfollows:i Priority One
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Hours�~'Availability:~, ~`^~~'~~~`'7 days/week w
� A critical software error that c�
Description: (TeleGtaff isdown . This level ofpriority is only available toCUGTDMER's that are using TeleStaffinapmducti' w
environment(LIVE accounts ONLY). - -' ' 21
� During Normal Business Hours,immediate response if a Support Representative is available.Otherwise, PDG|v -n
Initial Response: respond within one hour. Outside of Normal Business Hours(including holidays),PDSI will respond with a call h
� within two hours.All responses will be provided through the Web Portal(email)or by callback.
�DG|wiUwmrhaQgeemiwe|y hnpp�vi���u�7�xws�°mm�*m�amundmo|uUonor�o���p|��|yeso|ve�he
Resolution Response: 4--
problem. -- -' ' - mu
It is the responsibilityof possible Priority-OneiumuesbyoaUingPDG|e*800-324-1E
Notification: PDG|will update CUSTOMER uf progress frequently during problem resolution and notify CUSTOMER once the
| workaround has been provided or the problem has been resolved.
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fPriority Two
Hours ofAvailability: Monday through Fhday.8:OOANm8:OOPN. Pav�oBandmdnme�
� � _ � -
Anon�hUca|aoftmoeen �
n *hichpre �ventheuoerfromporfo � data entry performing administrationhuno 0
Description: These do not include cosmetic,documentation,or reporting problems. These also do not include questions or
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� inquihasega�ing�haopoo*ionof�heeoftvensor|�|nsuaUeUonond�naining.
� - _-- __- - - -, _-_ ' ��
QuhngNormal Busin�sMou�.PDG|*iUempondw�hinth�ehoum.Du��eofNomne|8umin�mHoum(in� �ud ~
Initial Response: holidays),PDSI will respond by the next business day.All responses will be provided through the Web Portal(er
� or by�
�DG|*iUpmv�e�wmdmmund�n�UGTQ�ERwhanpoaa�� PDG|wW|pmv�eapmWem�souUnn��e�
Resolution Response: / ofanUpgradeormod�caUonoo�eGoM�eeinanupommingUpdova�
- -
Notification: PQG|will notify CUSTOMER when a workaround has been provided or the problem has been resolved.
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� Priority Three �� �. , `�''� ~ �
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Description: All other software or documentation errors not described above. These include but are not limited to:
• Reporting errors or calculation problems
• Documentation inaccuracies 0
• Cosmetic issues C.
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• Misspellings
• Product Enhancement requests• LO
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Questions or inquiries relating to TeleStaff Software functionality,system administration or installation 0
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Initial Response: PDSI will respond to these items if specifically requested to do so at the time of the request. If a reply is request 0
PDSI will respond within one Business Day.
Resolution Response: PDSI will correct documentation errors in upcoming releases of the documentation. .2
If requested, PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been
Notification: resolved.
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Appendix C—Annual Service and Support Continued
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3:
TeleStaff Enhancements
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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
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•
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Changes in X represent a significant change in product functionality(Major Release) N
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• 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.
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