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HomeMy WebLinkAboutTelestaff License /CFD Revisi(m 7L~LA 7-20~200] TELESTAFF LICENSE AGREEMENT APPROVED AS TO FORM BY ~ This Agreement ("AGREEMENT") made by and between Principal Decision Systems international ("PDSI"), that has its principal place of business at 34 Executive Park, Suite 210, irvine, CA 92614, and Carmel Fire Department ("CUSTOMER"), that has its principal place of business in 2 Carmel Civic Square, Carmel, IN 46032, shall be subject to the following terms and conditions: Witnesseth: Whereas, PDSI has developed a telecommunicafions/cemputer 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 uae TELESTAFF; and Whereas, PDSl is willing to contract with CUSTOMER to: (1) grant CUSTOMER a license to use TELESTAFF, (2) train CUSTOMER on its configuration and use, and (3) as applicable, grant all licenses necessary to use TELESTAFF; Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, PDSI and CUSTOMER do hereby agree as follows: 1. Ownershi of TELESTAFF. The parties recognize and acknowledge that ownership of TELESTAFF shall remain with PDSI. (a) License. Except as provided herein at paragraph 2(b), PDSI hereby grants to CUSTOMER a license to use TELESTAFF in object cede form CUSTOMER shall abide by the terms and cenditions of this license as stated herein' (b) Components of License. The TELESTAFF Ltcense shall consist of the right to Jse that certain software that collecfively constitute TELESTAFF. 2. Copyr ,qht and Proprietary Protection~ (a) TELESTAFF is owned ey ~DSL and is protected by United States and nternational copyright laws and international trace provisions. CUSTOMER must treat TELESTAFF like any other copyrightee mamnag -his L~cense and CUSTOMER's right to use TELESTAFF shall terminate automatically if CUSTOMER violates any pa~ of this AGREEMENT. In the event of termination for any reason omer than non-renewa[ ef Service and SUDDOr~ as eescribed herein at Sectio~ ~ ~ CUSTOMER must immeolate~y return TELESTAFF and accompanying oocumemation to PDS[ (b) CUSTOMER shall not: (i) Modify TELESTAFF and/or merge it into another erogram for CUSTOMER use except by express, wntte- permission from PDSI Any portion of TELESTAFF mergec nfo another erogram following the express, written permission from PDSI wii[ be subject to the terms of this AGREEMENT; (ii) Reverse engineer disassemble, decompile or make any attempt to eiscover the source code or methodology of TELESTAFF Execution Date. The Execution Date is defined as the date tins AGREEMENT is signed by an authorized agent of CUSTOMER NT's effective an(] binding upon PDSI and CUSTOMER upon the Execution Date as defined in paragraph 3 Term. This AGREEME , ....... ,--~-~ ~o orovded herein. On each anniversary date T. ELESTAFF. See Appendix A for the definition of TELESTAFF Hardware Components and Apcena[x B for the definition of mplementation Services. CUSTOMER does hereby agree to purchase from PDSi the selected ~tems in consideraeon for tne corresponding fees indicated as app cable: Initial Component ~ TELESTAFF Software License forup to 200Staff Members $ 24.444 ~ TELESTAFF Hardware Components (SeeAppendixA I I attached hereto) $ 4.500 ~ TELESTAFF tmp[ementation Services (See Appendix B I I attached hereto) $ 13.000 ~ WEBSTAFF So:?(ware setup and usaae for 12 months L~ (optional) ' $ 2 500 ~ 7.75% Sales Tax $ 0 6. Pricin.q. PDSI agrees [o the fees reflected above ~n paragraph 5 until February 15. 200~i~ 625 The City Ddve South, Suite 190 · Orange, California 92868 (800) 850-7374 ,]Fax (714] 703~2970 ..... ,~-20-~00! Rews~on 7:SLA ~ 7. payments.. CUSTOMER agrees that all pricing and amounts due hereunder are based on United States currency and that all amounts remaining unpaid for more than thirty (30) days following the date of the invoice shall be subject to an interest charge at the monthly rate of 1.5% or the highest rate allowed by law, whichever is less, CUSTOMER does hereby agree to the payment terms for each component. Due nitial Component TELESTAFF Software License and applicable Sales Tax On Execution Date TELESTAFF Hardware Components Net 30 Days from Execution Date TELESTAFF Implementation Services Net 60 Days from Execution Date WEBSTAFF Setup and 12-months Usage Net 90 Days from Execution Date 8. ~- CUSTOMER agrees to pay for all travel expenses incurred by CUSTOMER'S employees and related to TELESTAFF implementation and training services as defined in Appendix B. 9. implementation Serv ces. Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER acknowledges that addition'al training and/or reconfiguration requested by CUSTOMER will be at an additional cost. 10. 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 TELESTAFF 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: Payment Initial TeleStaff Annual Maintenance $4,889  l~t Anniversary ofthe Execution Date Subsequent anniversaries during term 5% maximum increase over previous period payment Initial WebStaffAnnual Usaqe Fee $4.080  -~ An niversaw of the Execution Date Subsequent anniversaries ounng term 5% maximum increase over previous penon Should CUSTOMER e~ect not ta renew Service and Support on the annive-sary of any Execution Date. CUSTOMER acknowledges that any suoseouent re-enrollment for Service and SUDOOrt wi[[ only be accepted by PDSI after CUSTOMER cures tpe previous ~apse in Service and Support ey paying PDS[ the Service and Suooort fee for the la,)see oeriods. In addition, CUSTOMER acknow[eoges that PDSI may assess CUSTOMER a Service and SuoDort re-instatement fee that will not exceed ten percent (10%~ of the Service and Support fee for the laDseo periods. PDSI reserves me ngnt to disconnnue Service and Support of previous releases of TeleStaff as defined in Appendix C. 11. Limited Warranty. PDS[ WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND TO OPERATE IN ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER. PDS[ DOES NOT WARRANT THAT THE FUNCTIONS CONTAINEC N TELESTAFF WiLL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF TELESTAFF WiLL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR pURPOSE. 12. ~- PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXLUSIVE REMEDIES SHALL BE THE REPLACEMENT OF TELESTAFF uPON NOTIFiCATiON OF REPORTED DEFICIENCIES. IN NO EVENTWILL PDSl BE LIABLE TC 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 NABILITY TO USE TELESTAFF EVEN iF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. Termination ThisAGREEMENTshallterm~nateuponthefollowmgevents: (a) In the case of an event of default (if CUSTOMER or PDSI fa~ls to satisfy any of its resoecsve covenants, duties or obligations under this AGREEMENT). the ndn-defau t ng patty shall have the option to terminate this AGREEMENT. In ti~e event of default, the non-defaulting party shall g~ve writte~ notice re the defaulting pa~xy of the allegeo default and give such pa~ty at least thiKy (30) days ~n which to cure the allege(] default. "the defaulting oa[ty does not satisfactonly and timely cure its default, me non- defaulbng party has the right to terminate. (b) By mutual consent between both parties: (c) After the initial term of the AGREEMENT, upon thirty (30~ days written notice to the other party. 625 The City Ddve South, Sulte~ 190 * Orange, California 92868 (8001850-7374 ~"Fax (714) 703-2970 Revisio;l ISTL,4 7-20-2001 PDSI By: Title: 14. Miscellaneous Provisions. (a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the parties hereto. (b) Entire Aqreement. This AGREEMENT, including Appendices A, B and C attached hereto, supersedes ail prior discussions, understanding and agreement between the parties with respect to the matters contained herein, and constitutes the entire agreement between the parties with respect to the matters contemplated herein. (c) Governinq Law. This AGREEMENT shall be construed and enfomed in accordance with the laws of the State of California. (d) 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 commemial 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. (e) No Waiver. No failure on the part of any party hereto to exemise, and no delay in exemising any right, power or remedy or partial exemise of any right, power or remedy by any party will preclude any other or future exercise of any other right, power or remedy or partial right, power or remedy. No express waiver of assent by any party hereto to any default in any term or condition of this AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or condition hereof. Assiqnability. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors, ass'~ns and oersonal rel:)resentatives. (g) The parties agree that Attachment A, incorporated herein by this reference, shall also be included in and be s part of this Agreement. IN WITNESS WHEREO~have signed this AGREEMENT on the day and year first above written, T,t,e:' Date: March 21. 2003 Date: 625 The City Drive South, Suite 190 · Orange, California 92868 [800) 850-7374 3Fax r714) 703-2970 Dept. - 2003 Appropriation # Contract Not To Exceed $ ;P.O. # 1N WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety James Brainard, Presiding Officer Date: ^ Mar~ Ann gur~'ke, Member Date: /. 27....×' ATTEST: ~ /~, l~a'Cordray, IAi, 01e¢Treas 'Date: By: Authorized Signature Printed Name Title FID/TIN: SSN if Sole Proprietor: Date: / ATTACHMENT A Customer agrees to purchase the goods and/or services from PDSI using CustOmer budget appropriation number 102-632'02 funds. PDSI agrees to provide the goods and services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. PDSI estimates that the total price for the goods and services to be provided to Customer hereunder shall be no more than Forty-Four Thousand Four Hundred Forty-Four Dollars ($44,444.00) (the "Estimate"). PDSI agrees not to provide any goods and services to Customer that would cause the total cost of the goods and services provided by PDSI to Customer hereunder to exceed the Estimate, unless Customer has previously agreed, in writing, to pay an amount in excess thereof. PDSI shall not cause or permit the filing of any lien on any of Customer's property. In the event any such lien is filed and PDSI fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, Customer shall have the right to pay such lien or obtain such bond, all at PDSI's sole cost and expense. PDSI agrees to comply with all federal, state and local laws, executive orders, roles, regulations and codes which may be applicable to PDSI's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. PDSI agrees to indemnify and hold harmless Customer from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. PDSI represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States and the State of Indiana prohibiting discrimination against any employee, applicant for employment or other person in the provision of any goods and services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. The relationship of the parties hereto shall be as provided for in this Agreement, and neither PDSI nor any of its officers, employees, contractors, subcontractors and agents are employees of Customer. Reviskm ~[TLA 7-20-2001 Appendix A - TeleStaff Hardware Components At Customer's option and upon receipt of payment, PDSI will procure and configure a system as described below: · PC system capable of operating the TeleStaff software for CUSTOMER · Telephony hardware to support TeleStaff's telephone features · SQL Database Server software (2) · Remote communication software for remote diagnostics PDSI recommends PC systems from Dell Computer Corporation. As Dell frequently changes and introduces new models and configurations, PDSI does not recommend a specific Dell model number. However, hardware components for the TeleStaff Database server must include, at minimum, the following: · Intel Pentium 1 Ghz processor or better · 640 MB or greater RAM · 10 GB or larger Hard Drive · 20/48x CD-ROM Drive · 17" or larger SVGA Monitor · CD-RW Drive · 56K V.90 Modem · Multimedia with speakers and microphone · Keyboard and mouse · Microsoft Windows NT Workstation 4.0 · Next day on site service by manufacturer · Sybase SQLAnywhere 8-User database · Dialogic 4 - Line Telephony system (3) · Laplink Remote Communications software IMPORTANT NOTES: (1) If CUSTOMER pumhases hardware through PDSI PDSI's hardware services include installation of TeleStaff application software. Sybase database server software. Dialogic Telephony hardware. Laplink remote communications software and any other Software necessary to operate TeleStaff on an appropriate PC supplied by Dell. If CUSTOMER elects to purchase hardware other than that supplied by PDSI, CUSTOMER is responsible for configuring hardware and installing the software required to operate TeleStaff. 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. TeleStaff is compatible with connected PCs running the Windows 95.98. NT or 2000 operating system. (2) The database software specified above will allow eight (8) concurrent connections to the TeleStaff database by PCs on a network. Although tl~e TeleStaff client software may be installed on any number of PCs. the database software Will allow only eight concurrent connections. As a user ~ogs off TeleStaff. a connectior is released and made available to other users. Access to TeleStaff by telephone DOES NOT consume a database server connection: only access by PCs consume database connections. The database server software may be upgraded to enable additional concurrent connections. (3) The Dialogic Telephony system specified above supports any combination of up ro four (4) simultaneous inbound and outbound connections by telephone. PDSI recommends that CUSTOMER connect four dedicated telephone lines to the Dialogic Telephony hardware (installed in the PC). Further. CUSTOMER should provide one telephone numoer to staff members which when dialed automatically attaches to the next available telephone line Additional Dialogic Telephony components may De purchased to provide additional telephone connections. 625 The Cily Drive South, Suite 190 * Orange, California 92868 [800) 850-7374A* l:~x [714) 703-2970 Revisirm 7XLA 7-20-2001 Appendix B - TeleStaff Implementation Services Partnership ARreement PDSI will train CUSTOMER staffing administrators on the operation of TeleStaff and then assist the CUSTOMER in configuring the TeleStaff system with CUSTOMER's data. The following steps comprise the TeleStaff Implementation services and PDSI will provide an implementation as described below: Hand-Off: During this internal phase, the appropriate PDSI account representative transfers information on the CUSTOMER to the PDSI implementation Manager (IM). The IM is a project manager who is responsible for coordinating all activities necessary to implement TeleStaff for the CUSTOMER. During this phase, PDSI will send to CUSTOMER an Implementation Welcome Packet containing an overview of the Implementation Process and information on how to prepare for TeleStaff. Pre-Configuration: During the Pre-Configuration phase, the IM and CUSTOMER hold a conference call to review the Welcome Packet, to establish CUSTOMER contacts required by PDSI during the Implementation process, and to set up the Administrator Class. Also during this phase, PDSI provides CUSTOMER with all necessary installation documentation and ships the TeleStaff hardware to CUSTOMER. Training: The TeleStaff Administrator training course ~s a train-the-trainer format intended for the CUSTOMER's administrators of tl~e TeleStaff system (defined as knowledgeable of CUSTOMER's staffing rules. PC iterate and empowered to make staffing decisions), TeleStaff training is a hands-on and workbook guided course at a PDSl training facility that uses demonstration data in order to cover all necessary TeleStaff features, It also includes instruction on how to enter CUSTOMER data into TeleStaff. The TeleStaff training course will take u ~ tc two 8- hour days to complete, and is limited to two (2) staff members and is provided at no cost to CUSTOME. Prior to the CUSTOMER's 'live' date tlqe trained CUSTOMER administrators will perform end-user training (including training on the use of the telephone) to CUSTOMER staff members. Data: During the Data phase, CUSTOMER gathers data as specified in the Data Packet an(] enters this data into TeleStaff. Configuration: Dudng the Configuration phase, a PDSI Configuration Analyst and the CUSTOMER administrator(s) configure TeleStaff for CUSTOMER using CUSTOMER's business rules. The configuration process occurs at PDSI and is allocated 24 hours of time and is provided at no cost to CUSTOMER. The TeleStaff Configuration course Is imited to two (2) staff members, At its option. CUSTOMER may ex~enp the configuration process for an additional fee of $1000 per day. TeleStaff Tuning: After CUSTOMER goes live with TELESTAFF. PDSI will go to CUSTOMER's site for two days to fine-tune the TELESTAFF database and staffing processes and is provided at no cost to CUSTOMER CUSTOMER will pay up to a total amount of $1,000.00 for reasonable travel expenses incurred by PDSI staff in traveling ~o CUSTOMER'S site for fine-tuning the TELESTAFF database and staffing process, provided CUSTOMER receives a petalled invoice of such expenses prior to payment. For information on additional advanced training courses offered by PDSI, please contact your TeleStaff Implementation Manager or your Account Executive. 625 The Cl~, Drive South, Suite 190 · Orange, California 92868 (800] 850-737~ · ~ax (714) 703-2970 Appendix C - TeleStaff Service and Support All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by PDSI will be based upon CUSTOMER's full description of the problem. Resolution response will be based upon the priority assigned by PDSI as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify PDSI by telephone. Telephone notification will be made to PDSI's support line at (800) 850-7374. "Normal Business Hours" are 8:00 AM through 5:00 PM (Pacific Standard Time), Monday through Friday, excluding holidays. The main support line will be answered either by an attendant or automated attendant at all hours. During Normal Business Hours, each trouble report will be assigned a Help Desk Log Number. The Log Number shah be used for all subsequent inquiries relating to the original problem. During Normal Business Hours, the attendant will ring the TeleStaff Support Department and the call will be handled according to the priority assigned by PDSI. In the case of priority-one problems, as noted below, CUSTOMER may be able to speak directly to a TeleStaff Support Representative if one is available. Outside of Normal Business Hours, Priority 1 support, as described in this appendix, will be made available through a pager system. The phone number is 800-850-7374. Priority 1 support is available 24 hours per day, 7 days per week to CUSTOMER's with LiVE status. All other problems will be handled on a callback basis. If requested or so stipulated in the response time criteria below, a PDSI representative wil return the call in a manner consistent with the priority and order in which the call was received. CUSTOMER shal make every effort to resoond to PDSI in a timely fashion when requests are 'nade to follow-up calls or additional documentabon on the reported problem. CUSTOMER's subscribing to optional dial-in support shal provide PDSI with a dedicated and separate standard telephone data modem line wnere the Server resides. CUSTOMER shall additionally provide a voice telephone line located in each such area to allow simultaneous voice and data access. Priorities are assigned as follows: Priority One Hours of Availability: Description: Initial Response: 24 hours/day, 7 days/week A critical software error that severely impacts the ability of CUSTOMERto oerform ALL automated staffing functions (TeleStaff ~s 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 Suppor~ Representative is available. Otherwise. PDSI will respond with a call back within one hour Outside of Normal Business Hours (including holidays), PDSI will respono with a call back within two hours. Resolution Response: PDSI will work aggressively To provide CUSTOMER with a workareund solution or to completely resolve the problem. Notification: It is the responsibility of CUSTOMER To alert PDSI of a possible Priority-One issue. PDSI will update CUSTOMER of progress frequently during problem 'esolution anc notify CUSTOMER once the workaround has been provided or the problem has been resolved. 625 The C~ly Drive South, Suite 190 * Orange, California 92868 (8001850-737,~7-*'F~x (714] 703-2970 Appendix C - TeleStaff Service and Support (Continued) Priority Two Hours of Availability: Description: Initial Response: Resolution Response: Notification: Priority Three Hours of Availability: Description: Initial Response: Resolution Response: Notification: Monday through Friday, 6:30 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. 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 with a call back within three hours. Outside of Normal Business Hours (including holidays), PDSI will respond with a call back within twenty-four hours. PDSI will provide a workaround for CUSTOMER when possible within an average of twenty-four (24) qours. PDSI will provide a problem resolution in the form of an Upgrade or modification to the Software in an upcoming Update. PDSI will ~otify CUSTOMER when a workaround has been provided or the problem has been resolved. Monday through Friday, 6:30 AM to 6:00 PM Pacific Standard Time. All other software or documentation errors not described aoove These include but are not limited to: · Reporting errors or calculation problems · Documentation inaccuracies · Cosmetic issues · Misspellings · Product Enhancement requests · Questions or inquiries relating to TeleStaff functionality, system administration or installation Software ~DSI will respond to these items if specifically requested to do so at the time of the request. If a reply is rec Jested. PDSI will respond within an average of twenty-four (24) hours during Normal Business Hours F'DSI will correct documentation errors in upcoming releases of the documentation. f requested. PDSI will notify the ocal CUSTOMER when a workaround has been provided or the problem has been resolved. 625 The City Drive South, Suite 190 * Orange, CalifornJa 92868 (800] 850-737~*'F~x (714] 703~2970 TeleStaff Enhancements The TeleStaff version number consists of three numbers that define the type of product release. The format of the TeleStaff version number is: Version X.YZ where · Changes in X represent a significant change in product functionality (Major Release) · Changes in Y represent an enhancement to the product that increases functionality within the existing Major Release and is typical of an evolving product (Enhancement Release) · Changes in Z represents a minor change to the program to accommodate a software error or cosmetic change (Update Release) Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and Enhancement Releases as they become available at no additional charge. Major Releases will be available for an additional fee. 625 The City Drive South Suite 190 · Orange, Oal fornia 92868 (800) 850-737~,'-f~lx (714) 703-2970