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AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on June 18, 2010 by
and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City,
and Principal Decision Systems International (PDSI), hereinafter referred to as Contractor.
WIT N E SSE T H:
WHEREAS, on March 5, 2010, City requested proposals for Visual FoxPro replacement software
per Specification No. 91006-B.
WHEREAS, pursuant to said request, Contractor submitted a proposal that was accepted by City
for said project.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and
entered, as first written above, until acceptance or completion of said project.
2. INCORPORATION BY REFERENCE. City Specification No. 91006-B and
Contractor's proposal dated April 8, 2010, are hereby incorporated in and made a part of this Agreement.
3. CITY'S OBLIGATIONS. For providing replacement software as specified in this
Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed
$38,588.75.
4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to do
everything required by this Agreement and the said specification.
5. AMENDMENTS. Any amendment, modification or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City Manager of the City.
6. COMPLETE AGREEMENT. This written Agreement, including all writings
specifically incorporated herein by reference, shall constitute the complete agreement between the parties
hereto. No oral agreement, understanding or representation not reduced to writing and specifically
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incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or
representation be binding upon the parties hereto.
7. NOTICE. All written notices to the parties hereto shall be sent by United States mail,
postage prepaid by registered or certified mail addressed as follows:
City City Clerk
City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Contractor Principal Decision Systems International (PDSI)
50 Corporate Park
Irvine, CA 92606
8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant
that each individual executing this agreement on behalf of each party is a person duly authorized and
empowered to execute Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day
and year first above written.
CITY OF SAN LUIS OBISPO c;BY'~~-
Elaina Cano Katie Lidi .
CONTRACTOR
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SOFTWARE LICENSE QUOTATION
TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT
This Agreement ("AGREEMENT") made by and between Principal Decision Systems International ("POSI") that has its principal
place of business at 50 Corporate Park, Irvine, CA 92606, and City of San Luis Obispo ("CUSTOMER"), that has its principal place of
business at 990 Palm Street, San Luis Obispo CA 93401, for the exclusive use of City of San Luis Obispo shall be subject to the following
terms and conditions:
Whereas, POSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF;
and
Whereas, POSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF; and
Whereas, CUSTOMER wishes to contract with POSI 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, POSI 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, POSI and CUSTOMER do
hereby agree as follows:
1. Ownership and License ofTELESTAFF
Except as provided herein at paragraph 2(b), POSI 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 ofTELESTAFF shall remain with POSI.
2. Copyright and Proprietary Protection.
(a) TELESTAFF is owned by POSI, 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 POSI.
(b) CUSTOMER shall not:
(i) Modify TELESTAFF and/or merge it into another program for CUSTOMER use except by express, written permission
from POSI. Any portion of TELESTAFF merged into another program following the express, written permission from
POSI 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;
(iv) Use software other than TELESTAFF to connect directly to the Sybase database for the purpose of extracting,
modifying, deleting, viewing and/or adding data. CUSTOMER acknowledges that such direct connection to the
database violates the OEM agreement between POSI and Sybase.
3. Execution Date. The Execution Oate is defined as the date this AGREEMENT is signed by an authorized agent of CUSTOMER.
4. Term. This AGREEMENT is effective and binding upon POSI and CUSTOMER upon the Execution Oate 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.
TeleStaff License Agreement Last Updated: 6/18/2010 Page 1 of 4 CUSTOMER INITIALS:~__
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5. Product Components. The following constitutes a list of TELEST AFF 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
TELEST AFF hardware specifications.
TeleStaff Components
TELESTAFF Enterprise Software license for 55 FIRE Staff Members
Sales Tax at 8.75% on TELESTAFF Software license
TELESTAFF Implementation Services for 55 FIRE Staff Members
TELESTAFF Phase 2 Implementation Services for 55 FIRE Staff Members
One year of PDSI-hosted Web Access for 55 Staff Members
TELESTAFF Auctions for 55 FIRE Staff Members
TELESTAFF Enterprise Software License for 90 POLICE Staff Members
Sales Tax at 8.75% on TELESTAFF Software License
TELESTAFF Implementation Services for 90 POLICE Staff Members
TELESTAFF Phase 2 Implementation Services for 90 POLICE Staff
Members
One year of PDSI-hosted Web Access for 90 Staff Members
TELESTAFF Auctions for 90 POLICE Staff Members
Sybase Concurrent Connections (1) Qty: 8
Sales Tax at 8.75% on Sybase Concurrent Connections (1)
12 Port Telephony Hardware Qty: 1
Sales Tax at 8.75% on 12 Port Telephony Hardware
12 Port Telephony License (Dongle) Qty: 1
Sales Tax at 8.75% on 12 Port Telephony License (Dongle)
Gateway Manger (Allows for Interface to Timecard System)
BUNDLE DISCOUNT
TOTAL $ 38.588.75
6. Pricing. PDSI agrees to the fees reflected above in paragraph 5 until 10/5/2010.
7. Payments. CUSTOMER agrees that all pricing and amounts due hereunder are based on United States currency and that all
amounts remaining unpaid for more than thirty (30) days following the date of the invoice shall be subject to an interest charge at the
monthly rate of 1.5%. CUSTOMER does hereby agree to the payment terms for each component.
50% of total purchase due upon Delivery of Telestaff software CD *
25% of total purchase due 90 days from execution of agreement
Remaining 25% due upon Acceptance. Acceptance means TeleStaff performs in reasonable accordance with user's
manuals. Acceptance will not exceed one year from Contract Execution.
8. Travel Expenses. CUSTOMER agrees to pay for all reasonable travel expenses not to exceed $2,000, unless pre-approved by the
City Manager, related to TELESTAFF implementation and training services as defined in Appendix B.
9. Implementation Services. Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER
acknowledges that training and/or reconfiguration requested by CUSTOMER in addition to that defined in Appendix B will be at an
additional cost.
10. Telephony Service. CUSTOMER acknowledges 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 provide support for
CUSTOMER's unique telephony solution.
11. Annual Service and Support. Service and Support of TELESTAFF is provided at no additional charge during the first twelve (12)
months following the Execution Date. See Appendix C for the definition of 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:
TeleStaff License Agreement Last Updated: 6/18/2010 Page 2 of 4 CUSTOMER INITIALS: ___
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Initial Event Payment
TELESTAFF for 55 FIRE Staff Members -1st Anniversary of $ 1,386
the Execution Date
TELESTAFF for 90 POLICE Staff Members - 1 st $ 2,268
Anniversary of the EXecution Date
AUCTIONS for 55 FIRE Staff Members -1st Anniversary of $ 495
the Execution Date
AUCTIONS for 90 POLICE Staff Members -1st Anniversary $ 810
of the Execution Date
Subsequent anniversaries during term 3% maximum increase over previous period
Total Annual Service and Support $ 4,959
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 as defined in Appendix C.
Should CUSTOMER increase the licensed capacity of TELESTAFF, CUSTOMER acknowledges that Annual Service and Support will
increase as specified in Section 13 beginning with the next renewal period.
12. Web Access. Access to TELESTAFF via the web is hosted by PDSI. CUSTOMER does hereby acknowledge that on each event
and for the fee specified below, CUSTOMER can renew web access:
g I nitial Event Payment
Web Access for 55 FIRE Staff Members - 1 month after 1 st $ 1,039
Anniversary of the Execution Date
Web Access for 90 POLICE Staff Members - 1 month after $ 1.701
1st Anniversary of the Execution Date
Subsequent anniversaries during term 3% maximum increase over previous period
$ 2,740
Should CUSTOMER elect not to renew web access or fail to pay the usage fee specified above in advance the subsequent 12 month
period, CUSTOMER acknowledges that PDSI will disable CUSTOMER access from the Internet.
13. Increases in License Capacity: 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 its TELESTAFF license capacity will also cause
an increase in Annual Service and Support, and Web Access services (PDSI-hosted Usage or Self-Hosted 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, PDSI·Hosted Web Access, and Self-hosted
Web Access Annual Service and Support will be reflected at the first invoicing cycle following any TELESTAFF License Upgrade.
Initial Event Payment
TELESTAFF License Upgrade $ 7,500 per 50 staff members
TELESTAFF Annual Service and Support 22% ofTELESTAFF License Upgrade PLUS current
Annual Service and Support amount
PDSI-hosted Web Access Usage Fee (if applicable) 15% ofTELESTAFF License Upgrade PLUS current
WEBSTAFF Usage amount
Web Access Self-Hosted License Upgrade (if applicable) $ 3,000 per 50 staff members
Web Access Self-Hosted Annual Service and Support (if 20% of Web Access Self·hosted License Upgrade
applicable)
Hourly rate for Additional Training as specified in Appendix $ 200 per hour
B, ADDITIONAL TRAINING
14. Limited Warranty. 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.
15. Limitation of Liability. PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES SHALL BE THE REPLACEMENT
OF TELESTAFF UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER,
OR ANY THIRD PARTY, FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES, LOST PROFITS, LOST SAVINGS
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF
EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Te/eStaff License Agreement Last Updated: 611812010 Page 3 of 4 CUSTOMER INITIALS: ____
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16. 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, except to that which is/are attributable to the negligent or intentional misconduct of the other party. In addition, PDSI
agrees to defend. indemnify, and hold harmless CUSTOMER from and against any claim, suit, demand, or action alleging that TELESTAFF
infringes a U.S. patent or copyright. or any Trade Secret. or any other intangible property rights of any third party.
17. Termination. This AGREEMENT shall terminate upon the following events:
(a) In the case of an event of default (if CUSTOMER or PDSI fails to satisfy any of its respective covenants. duties or obligations
under this AGREEMENT). the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default,
the non-defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty
(30) days in which to cure the alleged default. If the defaulting party does not satisfactorily cure its default, the non-defaulting
party has the right to terminate upon thirty (30) days additional written notice stating the defaulting party's failure to cure the
default;
(b) 8y mutual consent between both parties;
18. Miscellaneous Provisions.
(a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the
parties hereto.
(b) Entire Agreement. This AGREEMENT, including Appendices A. 8, and C attached hereto, and the RFQ. RFP and demonstration
documentation, as part of the contract. supersedes all prior discussions, understanding and agreement between the parties with
respect to the matters contained herein, and constitutes the entire agreement between the parties with respect to the matters
contemplated herein.
(c) Governing Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California.
(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
above. 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) Assignability. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs,
successors, assigns and personal representatives.
(h) Pricing. Pricing provided for components in Section 5 apply only to PDSI products and services, and not for 3fll party products
and services that integrate with or relate to TeleStaff (unless otherwise noted).
TeleStaft License Agreement Last Updated: 611812010 Page 4 of 4 CUSTOMER INITIALS: ___
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IN WITNESS WHEREOF, the parties have signed this AGREEMENT on the day and year first above written.
City of~(CUSTOMER)
By: t> _4 .
Date: 06/07/2010 Date: 1~"'7-0(O
TeleStaff License Agreement Last Updated: 6/18/2010 Page 5 of 4 CUSTOMER INITIALS: ___
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Appendix A -TeleStaff Hardware Specifications
PDSI DOES NOT TAKE RESPONSIBILITY FOR HARDWARE PURCHASED BY CUSTOMER
CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING THE TECHNICAL (HARDWARE/SOFTWARE/NETWORK)
ENVIRONMENT IN WHICH TELESTAFF OPERATES. AS SUCH, CUSTOMER IS RESPONSIBLE FOR ALL ENVIRONMENTAL
CONSIDERATIONS INCLUDING BUT NOT LIMITED TO OPERATING TELESTAFF IN VIRTUAL ENVIRONMENTS. CUSTOMER IS ALSO
RESPONSIBLE FOR CONFIGURING FIREWALL AND SECURITY SETIINGS SO THAT TELESTAFF AND WEB ACCESS COMPONENTS
ARE OPERATIONAL. IN ADDITION, CUSTOMER IS RESPONSIBLE FOR INSTALLATION AND MAINTENANCE OF ANALOG
TELEPHONE PORTS AND/OR ALTERNATIVE DIGITAL OR VOIP SYSTEMS. PDSI SPECIALISTS CAN PROVIDE TECHNICAL
INFORMATION AND RECOMMENDATIONS BUT CAN NOT BE RESPONSIBLE FOR CUSTOMER'S UNIQUE TECHNOLOGY
ENVIRONMENTS.
NOTE: The following recommended specs are for a single server running all TeleStaff components.
Server Specs:
a. <500 Staff
i. Dual Core Xeon Processor(s)
ii. 2GB RAM
iii. RAID-5 Storage (At least 15K RPM Drives)
iv. PCle slot(s) for Dialogic Card(s)
v. Any Sound Device
b. <1000 Staff
i. Quad Core Xeon Processor(s)
ii. 4GB RAM
iii. RAID-5 Storage (At least 15K RPM Drives)
iv. PCle slot(s) for Dialogic Card(s)
v. Any Sound Device
c. <2000 Staff
i. Dual Quad Core Xeon Processor(s)
ii. 4GB RAM
iii. RAID-5 Storage (At least 15K RPM Drives)
iv. PCle slot(s) for Dialogic Card(s)
v. Any Sound Device
d. >2000 Staff
i. Dual Quad Core Xeon Processor(s)
ii. 8GB RAM
iii. RAID-5 Storage (At least 15K RPM Drives)
iv. PCle slot(s) for Dialogic Card(s)
v. Any Sound Device
Operating System:
The following Operating Systems are currently supported for the Server:
• Windows Server 2000
• Windows Server 2003
• Windows Server 2003 Enterprise Edition
• Windows Server 2008
Please note: Currently only 32-bit Operating Systems are supported.
To utilize more than 3GB of RAM you must use the Enterprise version of Windows Server.
Telephony Components (Purchase from PDSI):
• 4-or 12-port port Dialogic Telephony system
• D4PCIU4SW -PCI 2.2x compliant board (universal connector)
• D4PCIU4SEW -PCI Express form factor
Both the D4PCIU4SW and D4PCIU4SEW are 4 port cards. They are half-length.
• D120JCTLS -PCI 2.2x compliant board (universal connector)
• D120JCTLSEW PCI Express form factor
Both the D120JCTLS and D120JCTLSEW are 6 port cards, which can support up to 12 lines. They are full-length.
• Telephony system dongles (4-or 12-port)
TS Ucense Agreement Appendix A Last Updated: 611812010 Page 1 of 2 CUSTOMER INITIALS: ___
Appendix Revision Date: 12/()9/01)
Sybase Licenses (Purchase from PDSI):
• Sybase Client database license (7 concurrent users)
• Sybase Studio database license (1 concurrent user)
Phone System: Telephony features of TeleStaff are tested and compatible with the POTS analog telephone standard. PDSI does
not support department phone systems that are not compliant with this standard.
TeleStaff Performance: 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 any of these factors exists. PDSI recommends a dual-core processor server with at least 4 GB of RAM and
recommends that the City 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. Application distribution can occur at any time. For departments with over 1000 users,
PDSI recommends utilizing more than 1 server.
Recommended Client Machine Specs:
• Pentium IV Class 2.4 GHz CPU
• 1 GB RAM
• 40 GB Hard Drive (Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+ GB by
default)
• 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)
• Network Interface Card
• Windows 2000, Vista, or XP
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 Agreement
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 WILL BE DEVELOPED
BY CUSTOMER AND PDSI DURING THE PROJECT.)
DEPLOYMENT PLAN: The following tasks are part of the Deployment Implementation Process. When a customer
completes these tasks they will be in production with the TeleStaff Roster and Calendar and will be
able to reap the benefits associated with centralized staffing, audit trails, emergency notifications,
reports, and feeds to down stream systems in following a fast track approach. At the end of this
process, users will be able to request leave, sign up for overtime, and respond to emergency call
outs via phone, client, or web access.
• Project Initiation: The PDSI Customer Sales Representative transfers all pertinent CUSTOMER information gathered during
the sales process to the PDSI Project Manager (PM). An INTRO CALL with the PM, Sales Representative, and CUSTOMER
SPONSOR will be held to discuss expectations, and roles and responsibilities. This meeting is to ensure the appropriate
resources are assigned to the CUSTOMER project team and that the scope of the project is accurately defined. A TECH
CALL with the PM and CUSTOMER SPONSOR, LEAD and IT REPRESENTATIVE, will be held to review hardware and
software specifications. The PM is responsible for guiding the CUSTOMER through the implementation process; however, the
CUSTOMER is ULTIMATELY RESPONSIBLE FOR A SUCCESSFUL IMPLEMENTATION, which includes allocating the
appropriate resources. Once the information has been transferred, the PM 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 PROJECT PLAN CALL with the PM, CUSTOMER SPONSOR and LEAD will be held to create and refine
the project plan. The Project Plan details the specific tasks with due dates, predecessors, and owner. The plan also details
the customer and PDSt deliverables, milestones, and status. After the call, a Project Plan will be provided to the CUSTOMER.
• Project Kick-Off: The PM and CUSTOMER Project Team will hold a KICK-OFF CALL to review the 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. Lastly, the PM will direct CUSTOMER to
review the training videos and review training manuals which can be downloaded from the TeleStaff 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, CUSTOMER will provide Daily Detail Roster Sheets before DATA COLLECTION.
• Hardware Setup: Prior to DATABASE REVIEW, CUSTOMER must have TEL ESTAFF server and software installed and
functional. PDSI will ship any TELEST AFF hardware (that was purchased through PDSI -dialogic telephony cards, dongles,
etc.) to the CUSTOMER and provide the necessary installation documentation.
• Data Collection: This phase begins with a DATA COLLECTION Web Conference call with the PM and the Project Team,
during which the PM will instruct the Project Team to collect, organize, and format pertinent CUSTOMER data for the creation
of the TELESTAFF database. During the call, the PM will review organization structure with the CUSTOMER. The
CUSTOMER will provide the data which the PM will use to create a database.
• Database Review: Once PDSI receives all pertinent data from the CUSTOMER, the PM will create a TELESTAFF database.
The PM and CUSTOMER review the initial database (via Web Conference). The PM 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.
• Deployment Configuration: The PM will work with the CUSTOMER via Web Conference calls to perform baSic configuration
of TeleStaff, including work codes and rules associated with work code usage. After each call, the CUSTOMER will apply the
acquired knowledge and complete the setup tasks.
• Testing & End-User Training: Once the roster and work codes are configured by the CUSTOMER, rigorous testing must be
undertaken by CUSTOMER. CONFIGURATION TESTING must include testing of all components that the CUSTOMER
needs for Deployment of the roster, calendar, and work codes, 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 test 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).
• Deployment: Deployment is typically in 2 stages: parallel testing for 2 weeks, then full Deployment of the roster, calendar, and
work codes in a production environment throughout the entire organization.
TeleStaff License Agreement Appendix B Last Updated: 611812010 Page 1 of 2 CUSTOMER INITIALS: ____
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Advanced Configuration Plan is PHASE 2 ofImplementation. These services apply if section 5 of the license agreement has
included the fees associated with PHASE 2
ADVANCED
CONFIGURATION PLAN: The following tasks are part of the Advanced Configuration Process. Once the CUSTOMER has
successfully deployed the TeleStaff Roster, Calendar, and Work Codes into a production
environment, they can proceed to the Advanced Configuration Process to add intelligent staffing
functionality to TeleStaff. At the end of this process, staffers will be able to automate intelligent
staffing functionality in TeleStaff.
• Review Project Scope: PM will work with the CUSTOMER to review project scope and objectives.
• Staffing Process Review: PM will instruct the CUSTOMER on how to effectively analyze and document the current process
the department follows in order fill any vacancies that occur. After the staffing diagrams are completed, a call occurs with the
PM and the core Project Team to review the current staffing process. The current process is defined and, if necessary,
revised and standardized within the department. The PM will create a Project Scope document defining project objectives agreed
upon by both parties.
• Advanced Configuration Training: CUSTOMER must dedicate appropriate resources to configuration training. The purpose
of the ADVANCED CONFIGURATION TRAINING is to train the CUSTOMER on how to configure for intelligent staffing, have
the CUSTOMER actually configure the data, and begin testing the configuration.
ADVANCED CONFIGURATION -The CUSTOMER will have several Advance Configuration options,
which are detailed below. The PM will work with the CUSTOMER to determine the appropriate resources
to attend ADVANCED CONFIGURATION TRAINING. During this these session(s), the PM will work with
the CUSTOMER to configure the CUSTOMER data base with more advance features of TeleStaff.
ADVANCED CONFIGURATION OPTIONS: All on-site classes are a maximum of 5 days in duration
Option A: at PDSl's training facility in Irvine, CA on customer's production DB
Option B: at PDSl's training facility in Irvine, CA on customer's test DB
Option C: at customers' location using customer's production or test DB
Option D: held via a series of web-conferences on customer's production or test DB
Option E: at PDSl's training facility remotely connected to customer's production or test DB
• Testing and Training: Once TELESTAFF is fully configured by CUSTOMER, rigorous configuration testing must be
undertaken by CUSTOMER. CONFIGURATION TESTING must include 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 test plan, assigning 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 any additional training (including creating a training
plan, creating training documentation, and conducting super-user training classes). The PM will be available to support this
process for the CUSTOMER.
• Production with Advanced Functionality: PM and PROJECT TEAM will review the PDSI TeleStaff Help Desk procedures.
From this pOint forward, the Help Desk will be the first point of contact for technical issues with TELESTAFF.
TeleStaff License Agreement Appendix B Last Updated: 611812010 Page 2 of 2 CUSTOMER INITIALS: ___
Appendix C -Annual Service and Support
"Normal Business Hours" are 6:00 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).
All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by POSI will be based
upon CUSTOMER's full description of the problem. Resolution response will be based upon the priority assigned by POSI
as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify POSI through POSI's
web portal (http://slxweb.pdsi-software.com/), providing the exact verbiage from error messages. screenshots showing
details, and any other information relevant to giving an accurate description of the error. The ticket number generated by
the portal shall be used for all subsequent inquiries relating to the original problem. Please contact your Customer
Account Manager for a unique login 10 and password. Outside of Normal Business Hours, CUSTOMER will open a ticket
through the Web Portal then notify POSI of the problem by telephone. Telephone notification will be made to POSI's
support line at (866) 324-1598.
The main support line will be answered either by a POSI representative or an automated attendant at all hours. During
Normal Business Hours, each trouble report by phone will be aSSigned a support ticket number and updates will be
entered through the Web Portal. The call will be handled according to the priority assigned by PDSt. In the case of
priority-one problems, as noted below. CUSTOMER may be able to speak direcUy 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 866-324-1598. Priority 1 support is available 24 hours per day.
7 days per week to CUSTOMER's with a LIVE status. All other problems will be handled through updates to the ticket,
which generate an email or a callback. 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 POSI 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
Acriticai 'software error that severely impacts the abilitY ofcUSTOMER to performAl..i'automatedstafflng'fu-nCtions
Description: (TeleStaff is down). This level of priority is only available to CUSTOMER's that are using TeleStaff in a production
environment (LIVE accounts ONLY),
During Normal Business Hours, immediate response if a Support Representative is available. Otherwise, PDSI will
Initial Response: respond within one hour. Outside of Normal Business Hours (including holidays), PDSI will respond with a call back
within two hours, All responses will be provided through the Web Portal (email) or by callback,
Resolution Response: POSI Will work aggressively to provide ClJSTOMER with a workaround solution or'to completely resolve the
problem ..
It is the responsibility of CUSTOMER to alert PDSI of possible Priority-One issues by calling PDSI at 866-324-1598.
Notification: 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, 6:00 AM to 6:00 PM, Pacific Standard Time.
A non-critical software error, which prevents the user from performing a data entry or system administration function.
Description: These do not include cosmetic, documentation, or reporting problems. These also do not include questions or
inquiries regarding theope.rationof the software or its installationand training.
Ouring Normal Business Hours, PDSI will respond within three hours, Outside of Normal Business Hours (including
Initial Response: holidays), PDSI will respond by the next business day. All responses will be provided through the Web Portal (email)
or by callback,
POSI will provide a workaround for CUSTOMER when possible. PDSI will provide a problem resolution in the form Resolution Response: of an Upgrade or modification to the Software in an upcoming Update.
Notification: POSI will notify CUSTOMER when a workaround has been provided or the problem has been resolved.
Priority Three
Hours of Availability: Monday through Friday, 6:00 AM to 6:00 PM. Pacific Standard Time.
.·Jppendix Rl'1'Ision Dale: 05,1
All other software or documentation errors not described above. These include but are not limited to: Description:
• 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
PDSI will respond to these items if specifically requested to do so at the time of the request. If a reply is requested,Initial Response: PDSI will respond within one Business Day.
Resolution Response: PDSI will correct documentation errors in upcoming releases of the documentation.
If requested, PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been Notification: resolved.
Appendix C -Annual Service and Support Continued
TeleSta!! Enhancements
The TeleStaff version number consists of three numbers that define the type of product release.
The format of the TeleStaff version number is:
Version X.YZ where
• Changes in X represent a significant change in product functionality (Major Release)
• Changes in Y represent an enhancement to the product that increases functionality within
the existing Major Release and is typical of an evolving product (Enhancement Release)
• Changes in Z represents a minor change to the program to accommodate a software
error or cosmetic change (Update Release)
Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and
Enhancement Releases as they become available at no additional charge. Major Releases will
be available for an additional fee.
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