HomeMy WebLinkAbout20042099.tiff TELESTAFF LICENSE AGREEMENT
This Agreement("AGREEMENT")made by and between Principal Decision Systems International("PDSI"),that has its principal place of
business at 625 The City Drive South,Suite 190,Orange,CA 92868,and the County of Weld,a political subdivision of the State of Colorado,on
behalf of Weld County Sheriffs Office("CUSTOMER"),that has its principal place of business at 915 10th Street,Greeley,CO 80631,shall be
subject to the following terms and conditions:
Witnesseth:
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
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
configuration and use and(3)as applicable,grant all licenses necessary to use TELESTAFF.
NOW,THEREFORE,in consideration of the mutual covenants and agreements herein contained and other good and valuable
consideration,the receipt and sufficiency of which is hereby acknowledged,and intending to be legally bound hereby, PDSI and CUSTOMER do
hereby agree as follows:
1. Ownership 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 code form. CUSTOMER shall abide by the terms and conditions of this license as stated herein.
(b) Components of License. The TELESTAFF License shall consist of the right to use that certain software that collectively
constitute TELESTAFF.
2. Copyright and Proprietary Protection.
(a) TELESTAFF is owned by PDSI, and is protected by United States and international copyright laws and international trade
provisions. CUSTOMER must treat TELESTAFF like any other copyrighted material. This License and CUSTOMER's right to
use TELESTAFF shall terminate automatically if CUSTOMER violates any part of this AGREEMENT. In the event of termination
for any reason other than non-renewal of Service and Support as described herein at Section 11, 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;and
(li) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of
TELESTAFF.
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.
5. Product Options. The following constitutes a complete list of all TELESTAFF components available in connection with the use of
TELESTAFF. See Appendix A for the definition of TELESTAFF Hardware Components and Appendix B for the definition of
Implementation Services. CUSTOMER does hereby agree to purchase from PDSI the selected items in consideration for the
corresponding fees indicated as applicable:
Initial Component Fee
TELESTAFF Software License for 200 Staff members j $20,000
of the Weld County Sheriffs Office
TELESTAFF Hardware Components '$5,000
TELESTAFF Implementation Services $10,000
WEBSTAFF Setup and 12-months Usage $ 3,500
Page 1 of 3 Pages
i-VvOI�'
2004-2099
Sales Tax at 7.75% on TELESTAFF Software License $ 0.00
6. Pricing. PDSI agrees to the fees reflected above in paragraph 5 for 120 days after March 31,2004.
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%. CUSTOMER does hereby agree to the payment terms for each component.
Initial Component Due
TELESTAFF Software License and applicable Sales Tax Upon Execution Date.
TELESTAFF Hardware Components Net 30 Days from Execution Date..
TELESTAFF Implementation Services Net 30 Days from Execution Date.
WEBSTAFF License Upgrade Net 90 Days from Execution Date.
8. Travel Expenses. CUSTOMER agrees to pay for all travel expenses related to TELESTAFF implementation and training services as
defined in Appendix B.
9. Implementation Services. Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER
acknowledges that additional training and/or reconfiguration requested by CUSTOMER will be at an additional cost.
10. Service and Support. Service and Support of TELESTAFF and WEBSTAFF is provided at no additional charge during the first
twelve (12) months following September 1, 2003. See Appendix C for the definition of TELESTAFF and WEBSTAFF Service and
Support. CUSTOMER does hereby acknowledge that on each anniversary of September 1, 2003, CUSTOMER may renew service
and support under the following events:
Initial Event Payment
1st Anniversary of the Execution Date $2,369
Subsequent anniversaries during term 5%maximum increase over previous period
15'Anniversary of the Execution Date for add-on
WEBSTAFF Service and Support $1,500
Should CUSTOMER elect not to renew Service and Support on the anniversary of September 1, 2003, 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 reinstatement fee that will not exceed ten percent(10%)of the Service and
Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of TeleStaff as
defined in Appendix C. PDSI shall provide CUSTOMER with written notice of its intent to discontinue Service and Support at least 90
days prior to any such discontinuation.
11. Limited Warranty. PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND
TO OPERATE IN ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER,PDSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED
IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF TELESTAFF WILL BE UNINTERRUPTED OR ERROR
FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
12. Limitation of Liability. PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES SHALL BE THE REPLACEMENT
OF TELESTAFF, UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER,
OR ANY THIRD PARTY,FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES,LOST PROFITS, LOST SAVINGS
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES,ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF,
EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. Termination. This AGREEMENT shall terminate upon the following events:
(a) In the case of an event of default(if CUSTOMER or PDSI fails to satisfy any of its respective covenants, duties or obligations
under this AGREEMENT),the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default,
the non-defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty
(30) days in which to cure the alleged default. If the defaulting party does not satisfactorily cure its default, the non-defaulting
Page 2 of 3 Pages
party has the right to terminate upon thirty (30) days additional written notice stating the defaulting party's failure to cure the
default;
(b) By mutual consent between both parties;
(c) After the initial term of the AGREEMENT,upon ninety(90)days written notice to the other party.
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 Agreement. This AGREEMENT, including Appendices A, B and C attached hereto, supersedes all prior discussions,
understanding and agreement between the parties with respect to the matters contained herein, and constitutes the entire
agreement between the parties with respect to the matters contemplated herein.
(c) Governing Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of Colorado.
(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 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.
(e) No Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy or
partial exercise of any right, power or remedy by any party will preclude any other or future exercise of any other right, power or
remedy or partial right,power or remedy. No express waiver of assent by any party hereto to any default in any term or condition
of this AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or
condition hereof. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties of their
officers or employees may possess, nor shall any portion of the Agreement be deemed to have created a duty of care which did
not previously exist with respect to any person not a party to this Agreement.
(f) Assignability. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs,
successors,assigns and personal representatives.
(g) Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement shall remain in full force and effect.
(h) No Third-Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement and all rights of actions relating to such enforcement,shall be strictly reserved to the undersigned parties and nothing
in this Agreement shall give or allow any claim or right of action.
(I) CUSTOMER may put separate databases on the same server.PDSI does not object to such use of TELESTAFF.
(j) ESCROW PDSI will provide CUSTOMER the TeleStaff source code provided that PDSI is no longer in business and that it
cannot provide support even though CUSTOMER has remained in compliance with PDSI's Service and Support plan as defined
in Section 10,above.
doksallaiiirIN WITNESS WHEREOF,theparties hay- . may
G�/1 y{���,f/ ,�•\� �, / TENT on the day and year first above written.
i6�7 __'7 ELK 71 #41
��,. 17- �
It1'; . ,` CUSTOMER:
t County of Weld, a political subdivision of the State of Colorado, on
behalf a Weld S eriffs Off- .
Weld County Clerk to the d ' ?1` _ 1
// BY:
BY: /,1 I r .� _ u.e� - `� Robert D. Masde ,Chairman 2 8 2004
Deputy '-r to the :oard �/ N��+ Board of County Commissioners of Weld County
PDSI:II �/ � ^',," �pe�
BY: /��'�''�j 1�U.1.4 a4AV� Q1 A)LL
TITLE: UwCeIV✓It E tt-(I
DATE: 7/aI0/by
Page 3 of 3 Pages
Appendix A—TeleStaff Hardware Components
At Customer's option and upon receipt of payment, PDSI will procure and configure appropriate hardware and
related software components (a) not supplied by CUSTOMER and (b) necessary for operation of the TeleStaff
server and will deliver the configured hardware system to CUSTOMER. Hardware necessary for the operation of
TeleStaff includes:
• PC system capable of operating the TeleStaff software for CUSTOMER(1)
• 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 • Multimedia with speakers and microphone
• 640 MB or greater RAM • Keyboard and mouse
• 10 GB or larger Hard Drive • Microsoft Windows NT Workstation 4.0
• 20/48x CD-ROM Drive • Next day on site service by manufacturer
• 17"or larger SVGA Monitor • Sybase SQLAnywhere 8 — User database
• CD-RW Drive • Dialogic 4— Line Telephony system (3)
• 56K V.90 Modem • Laplink Remote Communications software
IMPORTANT NOTES:
(1) If CUSTOMER purchases 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 four (4) concurrent connections to the TeleStaff database by
PCs on a network. Although the TeleStaff client software may be installed on any number of PCs, the
database software will allow only four concurrent connections. As a user logs off TeleStaff, a connection 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 to 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 number to staff members which when dialed automatically attaches to the next available
telephone line. Additional Dialogic Telephony components may be purchased to provide additional telephone
connections.
(4) Hardware and related software supplied by CUSTOMER under this agreement :
A- 1
Appendix B—TeleStaff Implementation Services Partnership Agreement
For the fee specified in paragraph 5 of this AGREEMENT, PDSI will train CUSTOMER staffing administrators on
the operation of TeleStaff and will train CUSTOMER on how to configure the TeleStaff system using CUSTOMER
data. The following steps comprise the TeleStaff Implementation services:
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 the CUSTOMER an
Implementation Welcome Packet containing an overview of the Implementation Process
and information on how to prepare for TeleStaff.
Kick-Off: During the Kick-Off 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 dates for the 5 day Implementation Training held at
PDSI.
Preparation: During the Preparation phase, the IM and CUSTOMER will hold a conference call to review
TeleStaff data fields, to instruct the CUSTOMER on how to use the data import tool, and to
instruct the CUSTOMER on how to analyze and document their staffing rules. Also during
this phase, PDSI provides the CUSTOMER with the necessary installation documentation
and ships the TeleStaff hardware to the CUSTOMER.
Training: Implementation Training consists of nine days of training. Implementation Training will
include three distinct classes. The first class is a TeleStaff Administrator Training Class
that provides instruction on the operation of TeleStaff. Instruction is a train the trainer
format, with a guided workbook. This training course will take up to one 7-hour day to
complete, and is limited to four (4) staff members. Administrative training can take place
either on-line or at PDSI's office in Orange, CA. The second class, Configuration Training,
is designed for the CUSTOMER'S business rules experts. A PDSI configuration analyst
will train the CUSTOMER on how to configure TeleStaff using the CUSTOMER'S
database. This training course will take up to five 8-hour days to complete, and is limited
to four (4) staff members and will be at PDSI's office in Orange, CA. The third class is
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.
For information on additional advanced training courses offered by PDSI, please contact
your TeleStaff Implementation Manager or your Account Executive.
B- 1
Appendix C—TeleStaff and WebStaff 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 shall be used for
all subsequent inquiries relating to the original problem. During Normal Business Hours, the attendant will ring the
TeleStaff and WebStaff 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/WebStaff 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 will return the call 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.
CUSTOMER's subscribing to optional dial-in support shall provide PDSI with a dedicated and separate standard
telephone data modem line where 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: 24 hours/day, 7 days/week
Description: A critical software error that severely impacts the ability of
CUSTOMER to perform ALL automated staffing functions (TeleStaff
is down). This level of priority is only available to CUSTOMER's
that are using TeleStaff in a production environment (LIVE accounts
ONLY).
Initial Response: During Normal Business Hours, immediate response if a Support
Representative is available. Otherwise, PDSI will respond with a
call back within one hour. Outside of Normal Business Hours
(including holidays), PDSI will respond with a call back within two
hours.
Resolution Response: PDSI will work aggressively to provide CUSTOMER with a
workaround 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 resolution and notify CUSTOMER once
the workaround has been provided or the problem has been
resolved.
C- 1
Appendix C—TeleStaff Service and Support(Continued)
Priority Two
Hours of Availability: Monday through Friday, 6:30 AM to 6:00 PM, Pacific Standard
Time.
Description: 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.
Initial Response: 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.
Resolution Response: PDSI will provide a workaround for CUSTOMER when possible
within an average of twenty-four (24) hours. PDSI will provide a
problem resolution in the form of an Upgrade or modification to the
Software in an upcoming Update.
Notification: PDSI will notify CUSTOMER when a workaround has been
provided or the problem has been resolved.
Priority Three
Hours of Availability: Monday through Friday, 6:30 AM to 6:00 PM, Pacific Standard
Time.
Description: All other software or documentation errors not described above.
These include but are not limited to:
• Reporting errors or calculation problems
• Documentation inaccuracies
• Cosmetic issues
• Misspellings
• Product Enhancement requests
• Questions or inquiries relating to TeleStaff Software
functionality, system administration or installation
Initial Response: PDSI will respond to these items if specifically requested to do so at
the time of the request. If a reply is requested, PDSI will respond
within an average of twenty-four (24) hours during Normal Business
Hours.
Resolution Response: PDSI will correct documentation errors in upcoming releases of the
documentation.
Notification: If requested, PDSI will notify the local CUSTOMER when a
workaround has been provided or the problem has been resolved.
C-2
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.
C-3
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