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HomeMy WebLinkAbout05036 - PRINCIPAL DECISION SYSTEMS INTERNATIONAL INC TELESTAFF SOFTWARE LICENSE IMPLEMENTATION SERVICE Page 1 of 1 I I Kathie Hart From: Blake Goetz Sent: February 01, 2006 9:58 AM To: Kathie Hart Subject: RE:Agreement/Contracts Expiring Within the next 90-days Hi Kathie, Please remove irem A 5036 Principle Desision Systems as the contract has concluded and we have paid in full. I I Blake Goetz I From: Kathie Hart Sent: Wednesday, February 01, 2006 9:18 AM To: Department Heads Subject: Agreement/Contracts Expiring Within the next 90-days I Attached is a report listing all agreements/contracts due to expire in the next 90-days. In reviewing the list if the project/job has been completed please advise and our office and we will close the file. I j Please feel free to contact us if there are any questions. tr Kathie Hart, CMC Chief Deputy City Clerk City of Palm Springs 3200 Tahquitz Canyon Way Palm Springs, CA 92262 KathieH alci.palm-springs.ca.us Office (760) 323-8206 Fax (760) 322-8332 yfi INO 02/01/06 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR TeleStaff Software License, Implementation, and Service HIS CONTRACT SERVICES AGREEMENT(herein"Agreement')is made and entered into this day of February, 2005, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and Principal Decision Systems International, Inc. (PDSI, herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit"A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of twenty one thousand six hundred forty one Dollars ($21,641.00) ("Contract Sum"), 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B", Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Kathryn Prancevic is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respectto the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Fire Chief Blake Goetz is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified OlRiiGI AL EEO ANQ OR Aw'1REEMM ENT herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Aqainst Subcontractinq or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractorshall procure and maintain,at its sole costand expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations The General Liability Policy shall name the City of Palm Springs, its officers, employees, and agents, as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage,Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of$1,000,000 if contract has professional liability exposure, as may be required in the Special Requirements. All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor=s activities orthe activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions,suits, claims, damages to persons or property, losses, costs, penalties, obligations,errors, omissions or liabilities, (herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement,whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractorwill promptly pay anyjudgment rendered against the City, its officers,agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers,agents or employees is made a party to anyaction or proceeding filed or prosecuted against Contractor for such damages orother claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys'fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force for one year from execution date (City Manager signature date). 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days'written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as maybe specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin,or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race,color,creed,religion,sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, director indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid,first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration;Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements,agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 SeverabilitV. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competentjurisdiction,such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above. ATTEST: CITY OF PALM SPRINGS, a municipal corporation _ le ) ` City Clerk By City Manager CONTRACTOR: Principal Decision Systems International, Inc. Check one:—Individual—Partnership_Corporation 625 The City Drive South,Suite 190 Orange, CA, 92868 Corporations require two not ed signatures: One from each of the following: A. Chairman of Board,President,or any Vice President:AND B. u etary, I ssistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). n By: / By: '7 Signature (notarized) Signature(notarized) i Name: �,�c'C ���Syva,�.l Name: Title: Pi,&6 Title: T,- . State of rr7 ❑ State of ��(I`�Z7���� ❑ County of mn.F_ ❑ss County of C7;rcLrvj,C' iss f Ond?/ cab-oforeme,j3vool`c t- C U-- o- ti- , On before me, l VCCDVE L,Guit�ke& ' personally appeared C -�-q ��5� o personally appeared MLtz""A^j-°'c- personally known to me(or proved to me on the basis of personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s) satisfactory evidence)to be the person(s)whose name(s) is/are subscribed to the within instrument and is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by in his/her/their authorized capacity(ies), and that by his/her/theirsignature(s)on the instrument the person(s), his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, or the entity upon behalf of which the person(s) acted, executed the instrument. executed the instrument. WITNESS my hand and official seal. _ WITNESS my hand and official seal. Notary Signatur(e 4�-�`� �F.L��-f)—Cc �' Notary Sig nature -- -vILA L� V Notary Seal-,-.,,,­ �� r ... Notary deal{� Ji. L 4U'11 11i Ltar rl l UlkI ," I art 35 Notary Pulpit-C Ilorna u f `- �+� 1a Commicsic 34 ian z75G0"' Notvey Public Cali orme Orange Cauntf tn uk oun a My Oamrn f',mirc3Jn R Agyreennent cry^/. ndcr $25,000 Revaevsed and atag�roved by I Procurement & (Contracting -OW IQ - �n � b' ' , ?v� jn4ia.s Date" . �e P.O. Numbe EXHIBIT"A" SCOPE OF SERVICES Contractor has developed an "off the shelf' telecommunications / computer technology which consists of certain software known as TeleStaff; and the City is contracting with contractor to: (1) implement a license to use TeleStaff, (2) train City on its configuration and use, and (3) as applicable, implement all licenses necessary to use TeleStaff. The TeleStaff software is an "off the shelf' automated staffing program designed for public health and safety industries, to place inbound and outbound phone calls without the need for human intervention. PDSI is the manufacturer and only distributor of TeleStaff. The specific phone capabilities of TeleStaff include: • Automatic notification to staff members of requests or requirements to work, any change in their work schedule, and, for administrators, any staffing alarms via telephone, e-mail, pager, and answering machine. • Accommodates the delivery of personal messages from an administrator to any staff member(s). • Provides telephone and PC access to employee's calendar • Supports authorized scheduling requests from any touch-tone telephone. Ownership and License of TeleStaff: Contractor grants to City a license to use TeleStaff in object code form. The City shall abide by the terms and conditions of this agreement and the parties recognize and acknowledge that ownership of TeleStaff shall remain with Contractor. Copyriqht and Proprietary Protection: (a) TeleStaff is owned by PDSI, and is protected by United States and international copyright laws and international trade provisions. The City must treat TeleStaff like any other copyrighted material. The License and City's right to use TeleStaff shall terminate automatically if the City violates any part of this agreement. In the event of termination for any reason other than non-renewal of Service and Support, City must immediately return TeleStaff and accompanying documentation to Contractor. (b) City shall not: (i) Modify TeleStaff and/or merge it into another program for City use except by express, written permission from Contractor. Any portion of TeleStaff merged into another program following the express, written permission from Contractor will be subject to the terms of this agreement. (ii) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of TeleStaff. Product Options. The following constitutes a list of TeleStaff components that the City is purchasing from Contractor, per Exhibit"B", Schedule of Compensation, in connection with the use of TeleStaff: • TeleStaff Software License for 75 Staff Members • Webstaff— PDSI Hosted Setup and First Year Service • TeleStaff Implementation Services • Sybase 8 Concurrent connections • TeleStaff Gateway Qty: 1 Firehouse City Responsibilities: The City is responsible for procuring hardware, Dialogic Telephony card,and dongle,and configuring necessary components necessary to operate the features of each TeleStaff product model. Contractor will supply the Sybase connections. Following are the hardware specifications for the equipment that the City shall provide for the implementation of TeleStaff: • Intel Pentium 2 GHz processor or better . Multimedia with speakers and microphone • 512 MB or greater RAM . Keyboard and mouse • 40 GB or larger Hard Drive . Microsoft Windows 2000 Professional • 48x CD-ROM Drive • Iomega 250M Zip Drive • 17"SVGA Monitor . 4 hours 7 x 24 onsite service(3 years) • V.90 Data/Fax Modem • 4 port Dialogic Telephony system • Telephony system dongles(4 port) • Sybase Studio database license(1 concurrent user) • Sybase Client database license(7 concurrent users) Implementation Services: Implementation Services include configuration of TeleStaff as defined herein. The City acknowledges that any additional training and/or reconfiguration requested by the Citywill be at an additional cost. For the fee specified in Exhibit B, Schedule of Compensation, Contractor will train City staffing administrators on the operation of TeleStaff and will train City on how to configure the TeleStaff system using City data. The following steps comprise the TeleStaff Implementation services: Hand-Off: During this internal phase, the appropriate contractor account representative transfers information on the City to the contractor's Implementation Manager (IM). The IM is a project manager who is responsible for coordinating all activities necessary to implement TeleStaff for the City. During this phase, Contractor will send the City 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 City hold a conference call to review the Welcome Packet, to establish City contacts required by Contractor during the Implementation Process, and to set dates for training. Preparation: During the Preparation phase, the IM and City will hold a conference call to review TeleStaff data fields, to instruct the City on how to use the data import tool, and to instruct the City on how to analyze and document its staffing rules.Also during this phase, Contractor provides the City with the necessary installation documentation and ships the TeleStaff hardware to the City. Training —Module I Contractor will provide audio/visual presentations to review TeleStaff end user features. The presentations correspond with the Module I training manual (Contractor shall provide four hard-copy manuals to City). The project team must review presentations prior to the Module II training class. The audio/visual presentations can also be used as a resource when the City provides user training. Training — Module II The Module II training class covers TeleStaff staffing features. This class is a pre-requisite for configuration training. The City has selected the class that is offered over the Internet. Therefore, the City shall set up a training room so that each person has their own computer with the TeleStaff training database loaded. This allows for effective hands on training. The duration of the class is 7 hours and will be covered in one session. Training - Configuration The TeleStaff implementation includes 5 consecutive days of configuration training at Contractor's facility in Orange, California. The configuration training will be done on the City's database. The 5 days of training at Contractor's location is limited to 4 staff members. Contractor recommends that the City send staffing and business rules experts to the training. The class begins each day at 9am and ends by 5pm. Training -Tuning Contractor will provide a 2-day training class at the City's site. The purpose of the class is to fine tune the configuration after the City has gone Live with TeleStaff. The City determines the agenda for this TeleStaff Tuning class. Contractor will be responsible for all travel expenses related to TeleStaff Tuning. Acceptance Criteria The TeleStaff software must meet the following criteria foracceptance by the City: (i) operate on a TCP/IP protocol network; (ii) track changes to each record and identify personnel making the changes; (iii) allow administrative access to employee records based on levels of authority; (iv) display payroll, certification/license expirations, and work status information; (v) provide staffing reports by individual, shift or unit; (vi) note schedule vacancies and identify corresponding available personnel; (vii) provide PC and telephone access to all designated employee schedules/calendars; (viii) notify employees via telephone, email or pager when they are required to report to work. Annual Service and Support. Service and Support of TeleStaff, as defined herein, are provided at no additional charge during the first twelve (12) months following the Execution Date of this agreement. All Software Errors reported by City shall be resolved as set forth below. Initial response by Contractor will be based upon City's full description of the problem. Resolution response will be based upon the priority assigned by Contractor as defined below. If City determines that a Software Error exists, City shall notify Contractor by telephone. Telephone notification will be made to Contractor'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 Support Department and the call will be handled according to the priority assigned by Contractor. In the case of priority-one problems, as noted below, City 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 herein,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 customers 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. City shall make every effort to respond to Contractor in a timely fashion when requests are made to follow-up calls or additional documentation on the reported problem. 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 City to perform ALL automated staffing functions (TeleStaff is down). This level of priority is only available to customers that are using TeleStaff in a production environment(LIVE accounts ONLY). Initial Response: During Normal Business Hours,immediate response ifa 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 City with a workaround solution or to completely resolve the problem. Notification: i It is the responsibility of City to alert PDSI of a possible Priority-One issue. PDSI will update City of progress frequently _11 during problem resolution and notify City once the,workaround has been provided or the problem has been resolved. Priority Two Hours of Availability: - Monday 6ro—ug h Fri day,6 30 AM to 6:00 PM,Pacific Standard Time _ Description: 1 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 backwithin three hours.Outside of Normal Business Hours (including holidays),PDSI will respond with a call back the next business day. Resolution Response: 1 PDSI will provide a workaround for City when possible PDSI will provide a problem resolution in the form of an Upgrade or modification to the Software in an upcoming_Update. .. __._ _ _ -P-D—S-1-w-1-11 _y___.. . _ provided Notification: PDSI will-notify City when a workaround has-been rovided 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 - e -e 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 City when a workaround has been provided or the problem has been resolved City does hereby acknowledge that on each anniversary of the Execution Date, City may renew at its option, the Annual Service and Support, as well as WebStaff Usage, under the following terms: Annual Service and Support: 1st Anniversary of the Execution Date, $1680. Subsequent anniversaries shall be charged at a 5% maximum increase over the previous period. Should City elect not to renew Service and Support on the anniversary of any Execution Date, City acknowledges that any subsequent re-enrollment for Service and Support will only be accepted by Contractor after City cures the previous lapse in Service and Support by paying Contractor the Service and Support fee for the lapsed periods. In addition, City acknowledges that Contractor may assess City a Service and Support re-instatement fee that will not exceed ten percent (10%) of the Service and Support fee for the lapsed periods. WebStaff Usaqe: Access to TeleStaff via the web is provided through the WebStaff application hosted by Contractor. 1st Anniversary of the Execution Date, $1000. Subsequent anniversaries shall be charged at a 5% maximum increase over the previous period. Should City elect not to renew WebStaff access or fail to pay the usage fee specified above in advance of the subsequent 12 month period, City acknowledges that Contractor will disable City access to WebStaff. Limited Warranty. Contractor 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, Contractor does not warrant that the functions contained in Telestaff will meet City'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. 1. Limitation of LiabilitV. Contractor's entire liability and City's exclusive remedies shall be the replacement of Telestaff upon notification of reported deficiencies. In no event will Contractor be liable to City, 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 Contractor has been advised of the possibility of such damages. EXHIBIT "B" SCHEDULE OF COMPENSATION Total compensation for Telestaff Software License, Implementation, and Service shall not exceed $21,641.00 Contractor shall be paid in lump sum amounts as follows: Telestaff Software License (75) and included Sales Tax = $7,241, due Net 30 days from delivery date of TeleStaff software CD version 2.X (20% discount) Sybase 8 Concurrent Connections = $800 , due Net 30 days from delivery date Webstaff Set-Up & First Year Service = $2,000 , due upon set up of WebStaff or 120 days from contract Execution date, whichever comes first Telestaff Gateway, Qty 1 to Firehouse = $4,000 , due Net 30 days from delivery date TeleStaff Implementation Services = $7,600 due upon acceptance of the system. Acceptance is defined in Implementation Services. Acceptance will take place no later than 120 days after configuration training as described in Exhibit A, Scope of Service, Implementation process. r ~ - 'J DATE(MMIDD/YYYY) Al CERTIFICATE OF LIABILITY INSURANCE PROINID SC-1 � 01/06/05 PRODUCER e,i o u THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION l C,5 ='T� ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Golden Empire Insurance Agency � f�liB6 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 28720 Roadside Drve Ste. 376 hjc� ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Agoura Hills CA 91301 Phone: 818-597-7880 Fax:818-597-0078 d� INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA Valley Forge Insurance company 20508 INSURER B Continental Casualty Company Principal Decision Systems International INSURER c 625 The City Dr. South #190 INSURER D- Orange CA 92868 — INSURER E' COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR-WDU'L -' POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MMIDD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 2067321381 06/01/04 06/01/05 PREMSES(Ea occerence) $ 100,000 _ CLAIMS MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGG s210001000 POLICY n JECT n LOC AUTOMOBILE LIABILITY ANY AUTO (Ea a COINED SINGLE LIMIT $ 1 r 000 r 000 ALL OWNED AUTOS BODILY INJURY $ - SCHEDULED AUTOS (Per person) A X HIRED AUTOS 2067321381 06/01/04 06/01/05 BODILY INJURY A X NON-OWNED AUTOS 2067321381 06/01/04 06/01/05 (Peraecideo) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY ASS S EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X TORY LIMITS OER B EMPLOYERS'LIABILITY ANY PROPRIETOR/ REXECUTIVE Wc272477126 06/23/04 06/23/05 EL EACH ACCIDENT $ 1000000 OFFICERIMEMEEREXCLUDEDo — - - - - - - - EL DISEASE-EA EMPLOYEE $ lOOOOOO— - - If yes,describe under SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT $ 1000000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES/EXCLUSIONS ADDED BV ENDORSEMENT I SPECIAL PROVISIONS Certificate holder is named as additional insured per attached. CERTIFICATE HOLDER CANCELLATION PALMSPR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NA ED TO THE LEFT,BUT FAILURE TO DO SO SHALL City of Palm Springs i 300 N. El Cielo Rd IMPOSE NO OBLIGATION OR IABILI Abl UPON THE INSURER,ITS AGENTS OR Palm Springs CA 92262 _REPRESENTATIVES. �— AUTHORIZED REPRESENTA IVE G'( Steven M. Helf ACORD 25(2001/08) ©ACORD CORPORATION 1988 Policy #2067321381 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS ACCOUNT PACKAGE POLICY BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name of Person or Organization! City of Palm Springs (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section C,) Is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you