HomeMy WebLinkAboutContract CAG-08-084
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TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT
This Agreement("AGREEMENT")made by and between Principal Decision Systems International("PDSI")that has its principal place of
business at 50 Corporate Park,Irvine,CA 92606,and the Citv of Renton("CUSTOMER"),that has its principal place of business at Renton,
WA,for the exclusive use of Fire and Emerqencv Services Deaartment shall be subject to the following terms and conditions:
Whereas,PDSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF;and
Whereas,PDSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF;and
Whereas, CUSTOMER wishes to contract with PDSI to: (1) implement a license to use TELESTAFF, (2) train CUSTOMER on its
configuration and use,and(3)as applicable,implement all licenses necessary to use TELESTAFF;and
Whereas,PDSI is willing to contract with CUSTOMER to:(1)grant CUSTOMER a license to use TELESTAFF,(2)train CUSTOMER on its
configuration and use,and(3)as applicable,grant all licenses necessary to use TELESTAFF;
Now,therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration,the
receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, PDSI and CUSTOMER do hereby agree as
follows:
1. Ownershia and License of TELESTAFF
Except as provided herein at paragraph 2(b), PDSI hereby grants to CUSTOMER a license to use TELESTAFF in object code form.
CUSTOMER shall abide by the terms and conditions of this license as stated herein. The parties recognize and acknowledge that
ownership of TELESTAFF shall remain with PDSI.
2. Coavriqht and Proprietarv 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 10,CUSTOMER must immediately
return TELESTAFF and accompanying documentation to PDSI.
(b) CUSTOMER shall not:
(i) Modify TELESTAFF and/or merge it into another program for CUSTOMER use except by express,written permission
from PDSI. Any portion of TELESTAFF merged into another program foliowing the express, written permission from
PDSI will be subject to the terms of this AGREEMENT;
(ii) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of
TELESTAFF;
(iii) Copy TELESTAFF for any reason other than to make one backup copy in machine-readable form for archival
purposes;
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 or
funds are not appropriated. If funds are not appropriated, CUSTOMER will give PDSI ninety (90) days written notice prior to the
anniversary date that they are exercising their non-funding provision and both CUSTOMER and PDSI's obligations wili be terminated.
Invoices will be mailed to customer prior to upcoming renewal term.
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5. Product Comnonents. The following constitutes a list of TELESTAFF components and associated fees that CUSTOMER does
hereby agree to purchase from PDSI available in connection with the use of TELESTAFF. See Appendix A for the recommended
TELESTAFF hardware specifications.
Component Total Fee
TELESTAFF Enterprise Software License for 150 FIRE Staff Members $ 21,000
TELESTAFF Implementation Services for 150 FIRE Staff Members $ 14,620
WEBSTAFF-PDSI Hosted Setup and First Year Service for 150 FIRE $ 2,500
Staff Members
Additional Sybase Concurrent Connections Qty:8 $ 1,000
4 port Dialogic Card Qty: 1 $ 1,000
Dongles(4 port)Qty: 1 $ 600
Total Initial Acquisition Cost $ 40,720
LESS 10%DISCOUNT IF AGREEMENT IS EXECUTED BEFORE JUNE 30,2008 MAKING NEW TOTAL OF$36,648
6. Pricinq. PDSI agrees to the fees reflected above in paragraph 5 until June 30.2008.
7. Pavments. 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.
Component Due
TELESTAFF Enterprise Software License for 150 FIRE Staff Members Due Upon Delivery of TeleStaff CD version
2.X
TELESTAFF Implementation Services for 150 FIRE Staff Members Due Upon completion of week 1 configuration
training as described in appendix B
WEBSTAFF Setup and First Year Service for 150 FIRE Staff Members Due Upon acceptance as defined in section 8
Additional Sybase Concurrent Connections Due Upon acceptance as defined in section 8
4 port Dialogic Card Due Upon acceptance as defined in section 8
Dongies(4) Due Upon acceptance as defined in section 8
8. Acceqtance: Acceptance is defined as TeleStaff works in reasonable accordance with TeleStaff user manuals and all written
documentation.The acceptance testing period will be no longer than 60 days after the completion of configuration training.
9. Teleohonv Service. CUSTOMER acknowiedges that the telephony capabilities included in TELESTAFF are designed to be
compatible with POTS analog phone service from a local phones services provider, and that PDSI warrants the correct operation of
the TELESTAFF telephony components only when connected to POTS analog phone lines. Should CUSTOMER attempt to connect
TELESTAFF to PBX or other digital phone services,PDSI will not warrant correct telephony behavior nor will PDSI provide support for
CUSTOMER's unique telephony solution.CUSTOMER has purchased a dialogic telephone card that hold 4 phone lines.
10. Annual Service and Supaort. Service and Support of TELESTAFF is provided at no additional charge during the first twelve(12)
months following the Execution Date. See Appendix C for the definition of Service and Support. CUSTOMER does hereby
acknowledge that on each anniversary of the Execution Date, CUSTOMER may renew service and support under the following
events:
Event Pavment
TELESTAFF for 150 FIRE Staff Members-1st Anniversary $ 4,620
of the Execution Date and receipt of invoice
Subsequent anniversaries 3%maximum increase over previous period
Should CUSTOMER elect not to renew Service and Support on the anniversary of any Execution Date, CUSTOMER acknowledges
that any subsequent re-enrollment for Service and Support will only be accepted by PDSI after CUSTOMER cures the previous lapse
in Service and Support by paying PDSI the Service and Support fee for the lapsed periods. In addition, CUSTOMER acknowledges
that PDSI may assess CUSTOMER a Service and Support re-instatement fee that will not exceed ten percent(10%)of the Service
and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of
TELESTAFF and WEBSTAFF as defined in Appendix C.
Should CUSTOMER increase the licensed capacity of TELESTAFF, CUSTOMER acknowledge that Annual Service and Support will
increase as specified in Section 12 beginning with the next renewal period.
11. WEBSTAFF Usaae. Access to TELESTAFF via the web is provided through the WEBSTAFF application hosted by PDSI.
CUSTOMER does hereby acknowledge that on each event and for the fee specified below, CUSTOMER can renew access to
WEBSTAFF:
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Event Pavment
WEBSTAFF for 150 FIRE Staff Members-1 month after 1st $ 2,160
Anniversary of the Execution Date and receipt of invoice
Subsequent anniversaries 3%maximum increase over previous period
Should CUSTOMER elect not to renew WEBSTAFF access or fail to pay the usage fee specified above in advance of the subsequent
12 month period,CUSTOMER acknowledges that PDSI will disable CUSTOMER access to WEBSTAFF.
12. Increases in License Caoacitv: CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of
50 staff members for an additional fee. CUSTOMER acknowledges that increasing iYs TELESTAFF license capacity will also cause
an increase in Annual Service and Support, and WEBSTAFF services(PDSI-hosted Usage or Self-Hosted WEBSTAFF License and
Annual Service and Support), if applicable. The following table shows the current pricing for all upgradeable components, however,
pricing is subject to change without notice. Increases in TELESTAFF Annual Service and Support,WEBSTAFF PDSI-Hosted Service,
and WEBSTAFF Self-hosted Annual Service and Support will be reflected at the first invoicing cycle foliowing any TELESTAFF
License Upgrade.
Event Pavment
TELESTAFF License Upgrade $ 7,500 per 50 staff members
TELESTAFF Annual Service and Support 22%of TELESTAFF License Upgrade PLUS current
Annual Service and Support amount
WEBSTAFF PDSI-hosted Usage Fee(if applicable) 15%of TELESTAFF License Upgrade PLUS current
WEBSTAFF Usage amount
WEBSTAFF Self-Hosted License Upgrade(if applicable) $ 3,000 per 50 staff members
WEBSTAFF Self-Hosted Annual Service and Support(if 20°/o of WEBSTAFF Self-hosted License Upgrade
applicable)
Hourly rate for Additional Training as specified in Appendix $ 200 per hour
B,ADDITIONAL TRAINING
13. Limited Warrantv. PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER
NORMAL USE AND TO OPERATE IN REASONABLE ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER, PDSI
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR
THAT THE OPERATION OF TELESTAFF WILL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH
HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liabilitv. 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.
15. Indemnification. Each party to this Agreement shall hold harmless and indemnify the other, and its directors, officers, employees
and agents,from/for any and all liability claims, losses,and/or damages suffered by the other party,arising from or directly related to
this Agreement,which is/are attributable to the negligent or intentional misconduct of the indemnifvinp party. If the negligence of both
the City and PDSI is a proximate cause of any liability claims, losses, and/or damages suffered by either party, then said liability
claims, losses, and/or damages suffered shall be shared between the City and PDSI in fair proportion to their relative degree of
negligence and the right of indemnity shall apply to such proportion. In the event of joint negligence, each party shall bear its own
attorneys fees.
16. Termination. This AGREEMENT shall terminate upon the following events:
(a) In the case of an event of default(if CUSTOMER or PDSI fails to satisfy any of its respective covenants, duties or obligations
under this AGREEMENT),the non-defauiting 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
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;
17. 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.
18. Miscellaneous Provisions.
(a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the
parties hereto.
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(b) Entire AQreement. 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) Governina Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of Washington.
The parties agree that all disputes shall be submitted to a court of competentjurisdiction in the State of Washington.
(d) Taxes: CUSTOMER agrees to pay any tax assessed on Product Components as specified in this agreement.
(e) Notices. All notices, requests, demands and/or other communications required or permitted to be given or made by this
AGREEMENT shall be in writing and shall be delivered by commercial overnight delivery services which provides for receipt,or
mailed by certified mail, return receipt requested, postage prepaid and addressed to the parties at the addresses referenced
below. Any party may change its address for purposes of this AGREEMENT by notice in writing to the other party.
(f) 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.
(g) Assianabilitv. This AGREEMENT shall insure to the benefit of and be binding upon the parties hereto, their respective heirs,
successors,assigns and personal representatives.
(h) Discrimination PDSI,with regard to the Scope of Work performed by it,will not discriminate on the grounds of sex,race, religion,
color, national origin, sexual orientation, or presence of inental, physical or psychological handicaps unless a bona fide
occupational qualification or sex in the selection and retention of employees or independent contractors, including procurements
of materials and leases of Hardware.
IN WITNESS WHEREOF e rties signed this AGREEMENT on the day and year first above written.
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PDSI Citv of Renton( USTOMER)
By: By:
Titie: �/'�� ���Y �J� Title: �ei11 S Law, P�layor
Date: .��Z/ �n � Date: �v/�'/D p
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Attest:-
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V�G�������l.G'i�n'
Michele Neumann, Deputy City Clerk
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Appendix A—TeleStaff Minimum Hardware Specifications
PDSI DOES NOT TAKE RESPONSIBILITY FOR HARDWARE PURCHASED BY CUSTOMER
Foliowing are the MINIMUM specifications required for a TeleStaff server designed to operate the TeleStaff software, database
management system and telephony components.
NOTE: The following recommended specs are for a sinqle server runninq all TeleStafF components.
Server Specs:
• Processor: Intel Pentium 3 GHz or better(Dual core Processor is optimum)
• RAM: 2 GB or larger
• Hard Drive: 75 GB or larger(Note: installation requires 80 meg of HD space and to run it, requires 2.5 times the DB size)
• CD/DVD Drive: 48x
• OS: Microsoft Windows 2003 Server(must be 32-bit;nof compafib/e with 64-bit OS)
• Optional: 17"SVGA Monitor
• Multimedia with speakers and microphone
• Keyboard and mouse
• Hardware service: 24X7 onsite(recommended 3 years)
• OPTIONAL:V.90 Data/Fax Modem(only needed if using faxing capabilities)
• OPTIONAL: Sound card(only needed to control speed of voice in TS recording)
Telephony Components(Purchase from PDSI►:
• 4-or 12-port port Dialogic Telephony system(4-port dialogic board-#D4PCIU4SW requires PCI-x slot; 12-port dialogic board-
#D120JCTLSEW is compatible with PCI-e slot).
• Telephony system dongles(4-or 12-port)
Sybase Licenses(Purchase from PDSi�:
• Sybase Client database license(7 concurrent users)
• Sybase Studio database license(1 concurrent user)
PCI-x Slots: The server will require PCI-x slots to support a 4-port dialogic, sound, and fax modem cards, with room for future
expansion where necessary. USB sound cards are an option. NOTE: The recommended 4-port dialogic board is not compatible
with PCI-e s/ots. The recommended 12-port board is compatible with PCI-e s/ofs.
Phone System: Telephony features of TeleStaff are tested and compatible with the POTS analoq telephone standard. PDSI does
not support department phone systems that are not compliant with this standard.
TeleStaff PerFormance: The specs provided are MINIMUM hardware requirements. TeleStaff performance can degrade depending
on a number of factors, including, but not limited to, number of staff members in the database, number of concurrent users, and
complexity and number of staffing rules and roster alarms. If the potential for anv of these factors exists, PDSI recommends a
dual-core arocessor server with at least 4 GB of RAM and recommends that the Citv consider component distribution as
discussed below.
OPTION: Application Distribution
TeleStaff comprises multiple software applications that can operate on separate hardware devices. In some situations, improved
performance may be achieved by separating processing-intensive applications and deploying them on separate servers. Common
distribution methods include separating and deploying the Database Management System (DBMS), the business logic processing
(Middle Tier) and the Telephony components. Appiication distribution can occur at any time. For departments with over 1000 users,
PDSI recommends utilizinq more than 1 server.
Recommended Minimum Client Machine Specs:
• Pentium IV Class CPU
• 1 Gig RAM
• 40-80 Gig Hard Drive(Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+GB
by default)
• CD-ROM/DVD Drive
• Keyboard
• Mouse
• Computer sound card(If you want to hear/record voices in the TeleStaff database)
• Speakers(to hear TeleStaff recordings)
• Microphone(if you want to record voices in the TeleStaff database)
• Monitor
• Network InterFace Card
• Windows 2000 or XP
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The customer may connect additional PCs to the TeleStaff system by installing the TeleStaff client software(included)provided they are
connected to the TeleStaff system by a network using the TCP/IP protocol.
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Appendix B—TELESTAFF Implementation Services Partnership Aqreement
IT IS EXTREMELY IMPORTANT THAT CUSTOMER READ AND UNDERSTAND THE FOLLOWING:
For the fee for Implementation Services 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 a summary of the TeleStaff Implementation Services. NOTE: This Appendix outlines the
recommended approach to the implementation process, based on PDSI's experience with its customers. Because of the highly
configurable nature of TeleStaff, there may need to be changes to the Implementation Process and Services described below. (NOTE:
A PROJECT PLAN DETAILING SPECIFIC CUSTOMER DELIVERABLES, MILESTONES, AND SCHEDULE; AND A PROJECT
CHARTER DETAILING CUSTOMER PROJECT SCOPE, OBJECTIVES, ASSUMPTIONS, RISK ASSESSMENT, DELIVERABLES,
PROJECT TEAM AND ROLES/RESPONSIBILITIES WILL BE DEVELOPED BY CUSTOMER AND PDSI DURING THE PROJECT
PLANNING STAGE.)
PROJECT INITIATION: The PDSI Customer Sales Representative transfers all pertinent CUSTOMER information gathered during
the sales process to the PDSI Customer Account Manager(CAM). The CAM is a project manager who is
responsible for guiding the CUSTOMER through the implementation process. However, the CUSTOMER
IS ULTIMATELY REPONSIBLE FOR A SUCCESSFUL IMPLEMENTATION,which includes allocating the
appropriate resources. Once the information has been transferred, the CAM will send the CUSTOMER an
Implementation Welcome Packet containing an overview of the Implementation Process and information on
how to prepare for TeleStaff.
PROJECT PLANNING: A PRE KICK-OFF CALL with the CAM, Sales Representative, and CUSTOMER SPONSOR will be held to
discuss project scope, project objectives, expectations regarding product functionality, roles and
responsibilities of the project team, expectations of the project lead, resource planning,and implementation
process. This meeting is very important to help ensure the appropriate resources are assigned to the
CUSTOMER Project team and that the scope of the project is accurately defined. In addition, the
CUSTOMER organization structure will be discussed to determine how many configurations the
CUSTOMER data will require, and whether a single or multiple databases is recommended. Where there
are multiple departments with distinct rules, each department will require a separate configuration. Unless
there is true resource sharing(on a daily basis)multiple databases(where there are multiple departments)
is recommended.
After the call, a sample Project Charter and Project Plan will be provided to the CUSTOMER (if
CUSTOMER has not already created one)to review and complete as soon as possible.The CAM and the
CUSTOMER will hold multiple PROJECT PLANNING calls to refine the Project Charter and Project Plan.
PROJECT KICK-OFF: The CAM and CUSTOMER Project Team will hold a KICK-OFF CALL to review the Project Charter and
Project Plan,with particular focus on project scope,objectives, product functionality, project team roles and
responsibilities, and a roadmap for the implementation. Dates for CONFIGURATION TRAINING(S)will be
discussed. CUSTOMER will provide CAM Daily Detail Roster Sheets BEFORE DATA COLLECTION.
Project Plan and Project Charter will be finalized and signed-off before data collection.
DATA COLLECTION: This phase begins with a DATA COLLECTION Web Conference call with the CAM and the Project Team,
during which the CAM will instruct the Project Team on how to collect, organize, and format pertinent
CUSTOMER data for the creation of the TELESTAFF database. During the call, the CAM will also review
organization structure with the CUSTOMER. Within 2-4 weeks after this call, the CUSTOMER will provide
to the CAM a cross-section of data(as directed), which the CAM will use to create a database. In addition,
the CAM will instruct CUSTOMER on how to analyze and document their staffing rules. Lastly, the CAM
will direct CUSTOMER to review the Module I Training(watch video and review training manual)which can
be downloaded from the Client Area of PDSI website). In order to understand basic TELESTAFF
functionality and terminology, it is imperative that every member of the Project Team reviews this tutorial
BEFORE DATABASE REVIEW.
DATABASE REVIEW: Once PDSI receives all pertinent data from the CUSTOMER,the CAM will create a TELESTAFF database.
The CAM, CUSTOMER, and a CONSULTING PRODUCT SPECIALITIST assigned to the CUSTOMER
implementation through to Go-Live will review the initial database (via Web Conference). The
CONSULTING PRODUCT SPECIALIST will make recommendations to the CUSTOMER as to how to
rework the database to accurately reflect the CUSTOMER organizational structure. The CUSTOMER will
then spend time re-working the database, in accordance with the CONSULTING PRODUCT
SPECIALIST'S instructions.
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DATABASE REVIEW
(CONT'D): Once the appropriate structure is determined, the CUSTOMER will add all data to the spreadsheet, ready
for final database creation. This process of review and rework, which will be guided by the CAM and
CONSULTING PRODUCT SPECIALIST, will continue until the database is signed off by the
CONSULTING PRODUCT SPECIALIST and the CUSTOMER.
PDSI will ship any TELESTAFF hardware (that was purchased through PDSI —dialogic telephony cards,
dongles, etc.)to the CUSTOMER and provide the necessary installation documentation.
PRE-CONFIGURATION: The CONSULTING PRODUCT SPECIALIST will work with CUSTOMER via Web Conference calls(2-3)to
perform basic set up and configuration of the CUSTOMER data. The CONSULTING PRODUCT
SPECIALIST will train the CUSTOMER on setting up the database, and after each call, the CUSTOMER
will apply the acquired knowledge and do the setup tasks.
HARDWARE SET-UP: Prior to CONFIGURATION TRAINING, CUSTOMER must have TELESTAFF server and software installed
and functional.
CONFIGURATION
TRAINING: For each configuration required (determined during planning), CUSTOMER must dedicate appropriate
resources to TVVO CONSECUTIVE WEEKS of configuration training. The purpose of the
CONFIGURATION TRAINING is to train the CUSTOMER on how to configure their data, have the
CUSTOMER actually configure the data,and begin testing the configuration.
Week 1: CONFIGURATION -The CUSTOMER will attend 5 consecutive days of configuration training at
PDSI's training facility in Irvine, CA(9 a.m.to 5 p.m.).All travel expenses are CUSTOMER'S responsibility.
The CUSTOMER must assign the Project Lead, Staffing Expert, and a maximum of two other Subject
Matter experts (including Union Representative, if necessary)to attend Configuration week. The CAM will
work with the CUSTOMER to determine the appropriate resources to attend CONFIGURATION
TRAINING. During this week, the CONSULTING PRODUCT SPECIALIST will work with the CUSTOMER
to configure the CUSTOMER data.
Week 2: CONFIGURATION FOLLOW-UP - There will be up to 4 half-day (4-hour) Web Conferences
(Tues — Fri) (a.m. or p.m.) (maximum of 16 hours) with the CONSULTING PRODUCT SPECIALIST to
help the CUSTOMER to complete and test the configuration. If the 16 hours allotted for this week are not
used,they do not roll over into subsequent phases. In addition, during this week, CAM wili conduct a"Train
the Trainer" session with CUSTOMER (review of Advanced TELESTAFF training) to help prepare
CUSTOMER for end-user training.
TESTING AND
END-USER TRAINING: Once TELESTAFF is fully configured by CUSTOMER, rigorous system testing must be undertaken by
CUSTOMER. SYSTEM TESTING must inciude testing of all components that CUSTOMER needs for Go-
Live, which may include: phones, Contact Manager, Line Manager, Task Manager, E-mail Manager, Fax
Manager, and the Gateway (in the case that the system is interfacing with a Third-party application).
CUSTOMER will be responsible for creating a testing plan, assigning super users to test the system,
creating test scripts, and conducting any configuration re-work necessary to get the system ready.
CUSTOMER is also responsible for end-user training (including creating a training plan, creating training
documentation, and conducting super-user and end-user training classes). During the testing/training
phase, the CONSULTING PRODUCT SPECIALIST will be available to support this process for a
maximum of 20 hours, which must be scheduled IN ADVANCE. This allotted 20 hours of CONSULTING
PRODUCT SPECIALIST support will expire within a certain time frame(to be determined and agreed with
CUSTOMER during planning and added to the project Charter) and, if not used by CUSTOMER, will not
roll over after this period.
PREPARING FOR
GO-LIVE: An additional 8 hours with a CONSULTING PRODUCT SPECIALIST will be scheduled the week before
Go-Live,which will be coordinated with your CAM.
ADDITIONAL TRAINING: Anv scheduled traininq time with a CONSULTING PRODUCT SPECIALIST (in addition to what is
listed above) wiil be charqed as specified in Section 12, plus expenses incurred. For further
information on additional SUPPORT FROM A CONSULTING PRODUCT SPECIALIST that can be
aurchased from PDSI, qlease contact vour Customer Account Manaqer.
SYSTEM GO-LIVE: Go-live is typically in 2 stages: parallel processing for 28 days, then full Go-Live. At Go-Live, CAM and
PROJECT TEAM will review the PDSI TeleStaff Help Desk procedures. From this point forward, the Help
Desk wili be the first point of contract for technical issues with TELESTAFF and the CAM will serve as the
Customer Service contact for CUSTOMER.
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Appendix C—Annual 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 or through PDSI's web portal.Telephone notification will be
made to PDSI's support line at (800) 850-7374. Web Portal is accessed at httq:/Isu�port.odsi-software.com/. Please contact your Customer
Account Manager for a unique login ID and password.
"Normal Business Hours" are 7:00 AM through 6:00 PM (Pacific Standard Time), Monday through Friday, excluding holidays and other office
closures(notification of which will be provided to CUSTOMER).
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 support ticket number. The ticket 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 PDSI. In the case of priority-one problems, as noted below, CUSTOMER may be able to speak directly to a TeleStaff Support
Representative if one is available. Outside of Normal Business Hours, Priority 1 support, as described in this appendix,will be made available
through a pager system.The phone number is 800-850-7374.Priority 1 support is available 24 hours per day,7 days per week to CUSTOMER's
with LIVE status. All other problems will be handled on a callback basis or via e-mail. If requested or so stipulated in the response time criteria
below, a PDSI representative will return the call or e-mail in a manner consistent with the priority and order in which the call was received.
CUSTOMER shall make every effort to respond to PDSI in a timely fashion when requests are made to follow-up calls or additionai
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 CUSTOMER to perForm daily, necessary automated
staffing functions(TeleStaff is down). This level of priority is only availabie to CUSTOMER's that are using TeleStaff
in a production environment(LIVE accounts ONLY).
Initiai 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.
Priority Two
Hours of Availability: Monday through Friday,7:00 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 or e-mail reply within three hours. Outside of
Normal Business Hours(including holidays),PDSI will respond with a call back or e-mail reply the next business day
Resolution Response: PDSI will provide a workaround for CUSTOMER when possible. PDSI will provide a probiem 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,7:00 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 CUSTOMER when a workaround has been provided or the problem has been
resolved.
TS License Agreement—Appendix C Last Updated: 5/21/2008 Page 1 of 2
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TeleStaff Enhancements
The TeleStaff version number consists of three(3)numbers that define the type of product release. The format of the TeleStaff
version number is:
Version X.YZ where
Changes in X represents a significant change in the product functionality(Major Release)
Changes in Y represents 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 represent 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 a additional fee.
PDSI will support previous releases for two(2)years after their initial release date.
TS License Agreement-Appendix C Last Updated.� 5/21/2008 Page 2 of 2