AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
TELESOFT CORPORATION

THIS AGREEMENT, entered into this ____ day of __________, _______, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and TELESOFT CORPORATION, hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing a telephone accounting system, with maintenance and support;

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Exhibits.

The following exhibits are attached hereto and incorporated by reference herein:

Exhibit A—Services

Exhibit B—Payments and Rates

2.

Services to be performed by Contractor.

In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth herein and in Exhibit “A.”

3.

Payments.

In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B.” The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed FOUR HUNDRED TWENTY SIX THOUSAND THREE HUNDRED SIXTEEN DOLLARS [$426,316].

4.

Term and Termination.

Subject to compliance with all terms and conditions, the term of this Agreement shall be from JULY 1, 2007 through JUNE 30, 2012.

This Agreement may be terminated by Contractor or by the Chief Information Officer of San Mateo County, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.


5.	Availability of Funds.
	The County may terminate this Agreement or a portion of the services referenced in the Attachments and Exhibits based upon unavailability of Federal, State, or County funds, by providing written notice to Contractor as soon as is reasonably possible after the County learns of said unavailability of outside funding.
6.	Relationship of Parties.
	Contractor agrees and understands that the work/services performed under this Agreement are performed as an independent contractor and not as an employee of the County and that Contractor acquires none of the rights, privileges, powers, or advantages of County employees.
7.	Hold Harmless.
	Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to, that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Civil Code.
8.	Assignability and Subcontracting.
	Contractor shall not assign this Agreement or any portion thereof to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of County. Any such assignment or subcontract without the County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement.
9.	Insurance.
	The Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this paragraph has been obtained and such insurance has been approved by County’s Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. The Contractor shall furnish the Information Services Department with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending the Contractor's coverage to include the contractual liability assumed by the Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to the Chief Information Officer of any pending change in the limits of liability or of any cancellation or modification of the policy.
A.		Worker's Compensation and Employer's Liability Insurance. The Contractor shall have in effect, during the entire life of this Agreement Workers' Compensation and Employer's Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor certifies, as required by Section 1861 of the California Labor Code, that it is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement.
B.		Liability Insurance. The Contractor shall take out and maintain, during the life of this Agreement, such Bodily Injury Liability and Property Damage Liability Insurance as shall protect Contractor while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor’s operations under this Agreement, whether such operations be by Contractor or by any sub-contractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall be not less than the amount specified below.
		Such insurance shall include:
				1)	Comprehensive General Liability . . . . . . . . . . . . . . .	$1,000,000
				2)	Motor Vehicle Liability Insurance . . . . . . . . . . . . . . .	$1,000,000
				3)	Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . .	$1,000,000
		County and its officers, agents, employees, and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that the insurance afforded thereby to the County, its officers, agents, employees, and servants shall be primary insurance to the full limits of liability of the policy, and that if the County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only.
		In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, the County of San Mateo, at its option may, notwithstanding any other provision of this Agreement to the contrary, immediately declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.
10.	Compliance with Laws; Payment of Permits/Licenses.
	All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances, and regulations, including, but not limited to, Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement. Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance.

11.	Non-Discrimination.
A.		Section 504 applies only to Contractors who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.
B.		General non-discrimination. No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40), national origin, medical condition (cancer), physical or mental disability, sexual orientation, pregnancy, childbirth or related medical condition, marital status, or political affiliation be denied any benefits or be subjected to discrimination under this Agreement.
C.		Equal employment opportunity. Contractor shall ensure equal employment opportunity based on objective standards of recruitment, classification, selection, promotion, compensation, performance evaluation, and management relations for all employees under this Agreement. Contractor’s equal employment policies shall be made available to County of San Mateo upon request.
D.		Violation of non-discrimination provisions. Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the Contractor to penalties, to be determined by the County Manager, including but not limited to:
			1)		termination of this Agreement;
			2)		disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years;
			3)		liquidated damages of $2,500 per violation;
			4)		imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.
		To effectuate the provisions of this section, the County Manager shall have the authority to examine Contractor’s employment records with respect to compliance with this paragraph and/or to set off all or any portion of the amount described in this paragraph against amounts due to Contractor under this Agreement or any other Contract between Contractor and County. Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission, or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of their response to the Complaint when filed.
E.		Compliance with Equal Benefits Ordinance. With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits Contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.
F.		The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.
G.		Compliance with Contractor Employee Jury Service Ordinance Contractor shall comply with the County Ordinance with respect to provision of jury duty pay to employees and have and adhere to a written policy that provides that its employees shall receive from the Contractor, on an annual basis, no less than five days of regular pay for actual jury service in San Mateo County. The policy may provide that employees deposit any fees received for such jury service with the Contractor or that the Contractor deduct from the employee’s regular pay the fees received for jury service.
12.	Retention of Records, Right to Monitor and Audit.
	(a) Contractor shall maintain all required records for three (3) years after the County makes final payment and all other pending matters are closed, and shall be subject to the examination and/or audit of the County, a Federal grantor agency, and the State of California. (b) Reporting and Record Keeping: Contractor shall comply with all program and fiscal reporting requirements set forth by appropriate Federal, State and local agencies, and as required by the County. (c) Contractor agrees to provide to County, to any Federal or State department having monitoring or review authority, to County's authorized representatives, and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine all records and documents necessary to determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness, and timeliness of services performed.

13.	Merger Clause.
	This Agreement, including the Exhibits and Attachments attached hereto and incorporated herein by reference, constitutes the sole Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this Agreement's date. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and signed by the parties. In the event of a conflict between the terms, conditions, or specifications set forth herein and those in Exhibits "A" and “B” attached hereto, the terms, conditions, or specifications set forth herein shall prevail.
14.	Controlling Law. The validity of this Agreement and of its terms and provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California.


15.	Notices.
	Any notice, request, demand, or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United State mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed to:
		In the case of County, to: San Mateo County Information Services Department Chris Flatmoe, CIO/Director 455 County Center, Third Floor Redwood City, CA 94063
		In the case of Contractor, to: Telesoft Corp. Sales Support and Contract Manager 3443 North Central Avenue, Suite 1800 Phoenix, AZ 85012 602-308-1265
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

			COUNTY OF SAN MATEO A Political Subdivision of the State of California

			By:
				President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:
	Clerk of Said Board

			TELESOFT CORPORATION


			By:


				(Printed Name)

Date:


EXHIBIT A - SERVICES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND TELESOFT CORPORATION
In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

1.		SCOPE OF WORK.
	Contractor shall provide the County’s Information Services Department (ISD) with a telephone accounting system including hardware, software, installation services, warranties, and maintenance.
			Contractor will provide/perform the following: • Assign a Project Manager to oversee tasks required to complete each phase of the project • Collect data to understand and document current processes • Design detailed requirements (business rules) and database elements • Install and configure necessary hardware and software including modules for Invoice Processing, Call Accounting and Charge Back, TeleCell, Asset Management System, Integration and other Modules • Build, configure, and test the business rules within the software • Train, monitor, and document the processes that will create a seamless operating environment

			Information Services will provide/perform the following: • Assign a Project Manager/Sponsor to oversee tasks required to complete each phase of the project • Assign resources, Project Team Groups, Subject matter experts, and relative documentation to the project as needed • Review and approve all necessary designs • QA/Test each system component and verify both inputs and outputs • Provide the server, operating system, and database engine to support the telephone accounting system

A. Phase I: Project Planning

Perform initial project planning through onsite meetings with Points of Contact (POCs) who understand the current environment and the goals and objectives of the County for changing the environment

• Install software to allow the County to begin gaining familiarity with the menus and screens in preparation for the transition to the new platform

• Sales Transition

• Post-Contract Training

• Project Kick-Off

Project Planning Deliverables:

Project Scope Document

Post-Contract User Training Session

Install Hardware/Software

Detailed Business Assessment Document

Make application available to County

B. Phase II: Project Design

Design the “overall” solution both from a technical and operational perspective. ISD’s current business practices and processes will be discussed along with how Contractor’s solution will change or modify these processes

• System Design

• Process Design

• Gap Analysis

• Detailed Project Plan

Design Phase Deliverables:

Gap Analysis Document

Solution Design Document

“New” Process Design Document

Detailed Project Plan

Test Plans and Scenarios

C. Phase III: Build/Unit Test

Construct the system solution and test the systems constructed as well as the process design

• Design Hand-Off

• System Build

• Data Load

• Test System

• Process Design Verification

• Revise Detailed Project Plan

Build/Unit Test Deliverables:

Configure Application

Develop Application/Reports

Complete Data Load

Verify “New” Process Design

D. Phase IV: User Acceptance Testing

User Groups will perform Quality Assurance and integrated testing of the solution including: unit testing, functional testing, and integration testing

• QA/Test Hand-Off

• Test Plan Execution

• Revise detailed Project Plan

User Acceptance Testing Deliverables:

Ensure all requirements have been satisfied

Ensure application works according to requirements

Training Plan and Materials

Monitoring Plan

E. Phase V: Training/Monitoring

The County’s User Group will perform Quality Assurance and integrated testing of the solution

• Training Hand-Off

• Training Plan

• Training Execution

• Monitoring Plan

• Monitoring Execution

Training/Monitoring Deliverables:

Complete Training

Execute Monitoring Plan

F. Phase VI: Project Close

Both Contractor and County Project Teams will learn from things done well and identify ways to do things better/differently in the future

• Project Close Summary

• Post-Project Documentation

• Transition to Support

Project Close Deliverables:

Transition to Support

Conduct Project Close

2. WARRANTIES.

Software application services operated by Contractor will have at least 99.98% uptime, as measured monthly, excluding planned downtime. Contractor will notify County within one hour of any known and verified unscheduled downtime of Contractor’s services, and update the status to County periodically until the service is back up. Contractor will notify County immediately when the service is restored. Scheduled maintenance time will not exceed four hours monthly and will occur at regularly scheduled times during off-peak periods.

3. CUSTOMER SUPPORT SERVICES.

Contractor will provide the County with software support for purchased TelMaster (TTS) and Invoice Processing System (IPS) applications. Support services are provided to County employees who have attended Contractor’s training classes.

Contractor will provide software support via a toll-free hotline utilizing a centralized automated attendant service and an automated call distribution system. To reach the software support hotline, please dial 1-800-456-6061 and choose option 7. Contractor can also receive communication via email at helpdesk@telesoft.com . When a user calls the hotline or sends an email requesting support, an Analyst will ask the user for a detailed description of the problem or question. Identification of the person placing the call, telephone number, or other required method of contact (i.e. email) for responding to the issue, any time constraints or time frames that may be involved, as well as any other pertinent information will be gathered by the Support Analyst at the time of the call. The Support Analyst will respond in a timely manner to log the issue into Contractor’s proprietary tracking system and provide a ticket tracking number. A response will occur within eight (8) hours or less, based upon the urgency of the issue. The response will include plan of action and expected time to resolution. The Support Analyst assigned to the issue will communicate periodically to the County’s contact, with resolution status.

Contractor offers software support Monday through Friday, excluding holidays, from 6 a.m. to 5 p.m. PST (During Spring/Summer Daylight Savings Time) and 5 a.m. to 4 p.m. PST (During Fall/Winter Savings Time). Contractor offers extended software support for service during non-standard business hours. This service is available for 24-hours a day, 7 days per week, and may be used at any time by the County. Extended software support is billable beginning at the point Contractor accesses County’s system remotely.

When reporting an issue, the key factor to aid in expediting the resolution is to provide all the necessary information at the initial point of contact with software support. The following list is a guideline for reporting issues:

• Describe the problem

• Describe the steps you took, which created/or may have caused the problem

• Indicate whether the screen is customized or standard

• Describe what should be expected

• Provide the screen name or report name

• Provide sample accounts or a screenshot or hard copies of the error received

• Is this issue recurring or sporadic

• Is this issue affecting one or many users

Contractor agrees to provide the following services in support of its suite of TeleManagement products as part of the annual Software Maintenance Agreement:

• Telesoft Software Product Upgrades

• Telesoft Software Product Enhancements

• Telesoft Software Bug Fixes

• User Help

• Rate Table Maintenance

• Facilitate Custom Requests

• Archival of Call Records – once annually

Services not specified in the above list are subject to additional charges over and above the annual Maintenance Agreement fee, at the discretion of Contractor.

4. USER MAINTENANCE RESPONSIBILITIES.

Upon acceptance of the system, the County accepts responsibility for performing and monitoring critical processes relative to maintaining the integrity of the system and its data. During the implementation phase of the system, documentation and training are provided to instruct the County in performing these functions. The list of responsibilities is as follows as it pertains to the products purchased:

• Perform daily backups (System and Data Dumps)

• Perform weekly hold call processing (Resolve unknown auth code, unknown extension and unknown call card)

• Monitor collection daily

• Monitor costing daily

• Generate bill periods

• Maintain system space

• Perform weekly server reboots

• Perform weekly suspense account processing

• Generate accounting periods

• Perform monthly missing invoice inquiry

• Monitor open disputes

Any issue reported resulting from neglect of these user responsibilities is subject to additional charges over and above the annual Maintenance Agreement fee, at the discretion of Contractor. This includes compromises to system security as this is deemed a responsibility of the County.

5. ESCALATION PROCEDURES.

All issues should be initially reported to the Support Desk via the Contractor’s toll-free hotline or the Help Desk email address helpdesk@telesoft.com . By adhering to the procedures stated herein, Contractor can ensure a timely, efficient response to the County. In the event an issue becomes chronic or the user feels dissatisfied with the service, Contractor recommends that the County escalate the issue to Contractor’s Software Support Manager. The escalation may be reported to Telesoft System Support Manager at (602) 308-2100. Upon receipt of notice of escalation, the user will be contacted to discuss the issue and develop a mutually acceptable plan of action. Communication will remain open at all times throughout the resolution of the problem and until satisfaction is obtained.

6. ELIGIBILITY FOR SERVICE.

Software programs supplied by Contractor are eligible for maintenance coverage immediately upon expiration of any applicable software warranty. To be eligible for the services described in this Agreement, the County must meet the criteria outlined below:

• Help Desk support will be rendered exclusively to County personnel who have attended Telesoft certified training. The County must have at least one on-site staff member employed by the County to act as the System Administrator who is to successfully complete the training program provided by Contractor

• Where TTS is in operation, the County must have a current CCMI rate table tariff subscription

• The County shall maintain software at the current software versions and will be no more than one version behind the current available release

• The County is responsible for specific system maintenance activities. The County will be educated and certified on these procedures through training provided by Contractor

• The County is responsible for acquiring all third party software upgrades and/or patches available, as necessary, to support new application software enhancements and keep technology current

7. MICROPOLL MAINTENANCE SERVICE.

Hardware supplied by Contractor is eligible for maintenance coverage immediately upon expiration of any applicable warranty.

Maintenance coverage or service is defined as unscheduled, on-call corrective maintenance or replacement of unserviceable parts for all covered hardware. Service will consist of labor and parts or other materials required to maintain and keep the equipment in good, working order. Contractor will be responsible for the application of all necessary engineering changes at no charge.

Contractor will respond to a call for maintenance service within eight hours of the call being received at Contractor’s office during normal business hours. When possible, Contractor will make loaned equipment available to keep the County operational.

Contractor requires advanced written notification when necessary to move equipment installed by Contractor that is covered under maintenance.

8. MICROPOLL SERVICE EXCLUSIONS.

Maintenance coverage or service would be excluded for hardware in the event of any of the circumstances as described below:

• The repair of damage, replacement of parts, or increase caused by alteration, accident, and/or disaster. Accident and/or disaster includes fire, flood, water damages (either by nature or plumbing), wind, lightning and other acts of God or nature. Alterations includes any deviation from physical, mechanical, or electrical design; attachments to any portion of the covered hardware

• The repair of damage, replacement of parts, failure of an engineering change or increase in service time caused by the conversion from one model to another or the installation or removal of a feature, or physical move or relocation of hardware that was not performed by Contractor

• Failures of equipment directly attributable to failures of customer software, communication lines, modems, foreign equipment, or the use of third party hardware or software add-ons, non-approved ribbons, forms, parts, or other supplies

• Electrical work that is external to the covered equipment. This includes, but is not limited to maintenance, accessories, alterations, attachments, or other devices connected to the covered hardware that is not supplied by Contractor

9. ITEMS NOT COVERED.

The following items are subject to an hourly rate charge and require a Purchase Order from the County before work can begin:

• Deleting Recurring Charges

• Deleting Vendor Feed Data

• Deleting and Reprocessing of Call Data

• Changes to CDR (Call Record Format or Call Record Definition)

• Setting up New PBX (s)

• Correcting Regular Expressions incorrectly entered by the County

• Correcting Calling Plans incorrectly entered by the County

• Correcting Cost Type changes incorrectly entered by the County

• Restoring the Database

• Restoring deleted TelMaster Software files

• System issues due to lack of space

• Requests for custom queries

• Operating System upgrades

• Database Engine Software upgrades

• Installing and Operating System backup

• Vendor or GL Feed Format changes

• Repair or restoration resulting from virus attacks or other compromises in system security

• Delete and reprocess of product and invoice data

• Correcting account distribution configurations

• Suspend Account Reconciliation


Software Support Hourly Rate	$225 per hour
Extended Software Support Hourly Rate	$225 per hour/4 hour minimum
No Software Maintenance Agreement	Proration of annual maintenance premium per occurrence
*All Service Fees require a faxed Purchase Order from the user before work can begin. Fees effective February 2007, and subject to change with 60 days notice.

10. TELESOFT INVESTMENT SUMMARY.

Base Purchase Price

Item #

Description

Price

Total

Telesoft Application Software

$153,476

Invoice Processing

TTS 125

Invoice Processing

30,000

Call Accounting and Charge Back

TTS 101

TTS Call Accounting – First 10,000 Extensions

32,000

TTS 124

General Ledger Journal File

6,000

TTS 103

TTS TeleCop (Toll Fraud) – 1^st PBX/Switch

3,500

TTS 103A

TTS TeleCop (Toll Fraud) – per PBX/Switch

4,345

TTS 109

Vendor Bill Reconciliation

10,000

TTS WE

TTS Web Enabled Custom Reports

5,000

TeleCell

TTS 111

TTS TeleCell (2,500)

30,000

Asset Management System

TTS WF

TTS Work Order- Trouble Ticket

30,000

TTS 107

TTS Inventory (Fixed Assets) 5,000

5,000

Integration and Other Modules

TTS 124C

Cost Center Update

6,000

TTS 114

TTS Vendor Feed Format Conversion (Unlimited)

30,000

Telesoft Discount

(38,369)

Third Party Software

$1,210

TTS JDBC

JDBC License

$210

TTS 200T

Third Party Oracle Tools (Toad)

$1,000

Telesoft Hardware

$12,000

SB 500

TadPoles 12 @ $1,100

$13,200

Telesoft Discount

(1,200)

Telesoft Professional Services

$97,075

TTS PM

Application Software Project Management and Implementation Services

$78,365

ZZTRAVEL

Project Management on-site visits (15 Days @ $800)

$12,000

Hardware Install for TelMaster Server

$1,500

OS/Database and Hardware System Setup/Testing

$218

TadPoll (+CallManager) Setup, Testing, Professional Services

$4,800

Shipping and Handling

$192

System Investment

ASTS 100A

12-Month CCMI Subscription Services

$1,590

Database Conversion

$30,000

ZZDB

Initial Database Conversion-TTS Invoice Processing

$10,000

ZZDB

Initial Database Conversion-TTS Call Accounting Extension/Directory Data

$10,000

ZZDB

Initial Database Conversion-TTS TeleCell

$5,000

ZZDB

Initial Database Conversion-TTS Inventory Control

$5,000

Training Services

$15,000

TTS 101TOS

TMG Training – Invoice Processing Module (2 Sessions for up to 10 people)

$5,000

TTS 101T OS

TMG Training – Call Accounting Module (2 Sessions for up to 10 people)

$5,000

TTS 101TOS

TMG Training – TeleCell (1 Session for up to 10 people)

$2,500

TTS 105TOS

TMG Training – Facilities Management Module (1 Session for up to 10 people)

$2,500

TOTAL

$310,351

111. RENEWABLE MAINTENANCE SERVICES.

Description

Year 1

Year 2

Year 3

Annual Software Support Services

$36,869

$38,713

$40,648

Annual Hardware Support Services

$2,160

$2,268

$4,381

Annual CCMI Subscription Services

$1,670

$1,753

Sub Total

$39,029

$42,651

$44,782

** TOTAL

**$36,102

**$36,253

**$38,065

**Reflects 15% Discount offered for Multi-Year advanced purchase of software maintenance services

The County will purchase three years of maintenance services payable upon the receipt of an invoice. Software Maintenance Services will commence immediately on Project Close (Phase VI), or on the first day of the thirteenth month following the project kick-off meeting, whichever occurs first, and ending no later than June 30, 2012.

The methods and techniques used to provide services to the County are within the Contractor’s discretion, but subject to County Information Services Department’s technology policies, guidelines, and requirements. The amount of time, specific hours, and location of the performance of Contractor’s services is also left to the Contractor’s discretion provided that Contractor coordinates with County departments as needed.


EXHIBIT B – PAYMENTS AND RATES AGREEMENT BETWEEN COUNTY OF SAN MATEO AND TELESOFT CORPORATION
In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the following fee schedule:

1.		SCHEDULE OF CHARGES. $106,579 of contract amount is due within 30 days receipt of invoice $42,632 is due upon completion of Phase I, Project Planning $63,947 is due upon completion of Phase II, Design $85,263 is due upon completion of Phase III, Build and Unit Testing $42,632 is due upon completion of Phase IV, User Acceptance Testing $42,632 is due upon completion of Phase V, Training and Monitoring $42,631 is due upon completion of Phase VI, Close Out Hardware $12,000 Hardware Tax (@8.25%) $990 Software $154,686 Professional Services $126,883 System Investment $1,590 Training $15,000 Maintenance Services $110,420 Maintenance Tax (@4.125%) $4,555 Shipping/Handling $192 Total $426,316

	County will pay 25% contract amount within (30) days of receipt of invoice, after the start of the Fiscal Year, July 1, 2007. The County will pay for all subsequent services within thirty (30) days of receipt of invoice, conditioned upon the approval of work performed during the billing cycle. In no event shall total payment exceed an amount of ($426,316). The County will have the right to withhold payment if the County determines that the quantity or quality of work performed is unacceptable. Contractor agrees that the requirements of this Agreement pertaining to the protection of proprietary rights and confidentiality shall survive termination of this Agreement.


AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND TELESOFT CORPORATION

THIS AGREEMENT, entered into this ____ day of __________, _______, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and TELESOFT CORPORATION, hereinafter called "Contractor";
W I T N E S S E T H:
WHEREAS, pursuant to Government Code Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof; and
WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of providing a telephone accounting system, with maintenance and support;
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1.	Exhibits.
	The following exhibits are attached hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and Rates
2.	Services to be performed by Contractor.
	In consideration of the payments set forth herein and in Exhibit “B,” Contractor shall perform services for County in accordance with the terms, conditions, and specifications set forth herein and in Exhibit “A.”
3.	Payments.
	In consideration of the services provided by Contractor in accordance with all terms, conditions, and specifications set forth herein and in Exhibit "A," County shall make payment to Contractor based on the rates and in the manner specified in Exhibit "B.” The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall the County’s total fiscal obligation under this Agreement exceed FOUR HUNDRED TWENTY SIX THOUSAND THREE HUNDRED SIXTEEN DOLLARS [$426,316].
4.	Term and Termination.
	Subject to compliance with all terms and conditions, the term of this Agreement shall be from JULY 1, 2007 through JUNE 30, 2012.
	This Agreement may be terminated by Contractor or by the Chief Information Officer of San Mateo County, or his/her designee, at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.
	In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be a portion of the full payment which is determined by comparing the work/services completed to the work/services required by this Agreement.

Exhibits.

Services to be performed by Contractor.

Term and Termination.

Availability of Funds.

Relationship of Parties.

Insurance.

Compliance with Laws; Payment of Permits/Licenses.

Non-Discrimination.

The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated as if fully set forth herein.

Retention of Records, Right to Monitor and Audit.

Merger Clause.

Controlling Law.

Notices.

Base Purchase Price

Invoice Processing

Call Accounting and Charge Back

TeleCell

Asset Management System

Integration and Other Modules

Third Party Software

Telesoft Hardware

Telesoft Professional Services

Application Software Project Management and Implementation Services

Project Management on-site visits (15 Days @ $800)

Hardware Install for TelMaster Server

OS/Database and Hardware System Setup/Testing

TadPoll (+CallManager) Setup, Testing, Professional Services

Shipping and Handling

System Investment

Database Conversion

Initial Database Conversion-TTS Invoice Processing

Initial Database Conversion-TTS Call Accounting Extension/Directory Data

Initial Database Conversion-TTS TeleCell

Initial Database Conversion-TTS Inventory Control

Training Services

TMG Training – Invoice Processing Module (2 Sessions for up to 10 people)

TMG Training – Call Accounting Module (2 Sessions for up to 10 people)

TMG Training – TeleCell (1 Session for up to 10 people)

TMG Training – Facilities Management Module (1 Session for up to 10 people)

111. RENEWABLE MAINTENANCE SERVICES.