2003-143OVOINANCE
CONSIDER ADOPTION OF AN ORDINANCE AWARDING A CONTRACT FOR THE
PURCHASE OF PERSONNEL STAFFING SOFTWARE FOR THE FIRE DEPARTMENT AS
AWARDED BY THE STATE OF TEXAS BUILDING AND PROCUREMENT COMMISSION
THROUGH THE QUALIFIED INFORMATION SERVICE VENDOR (QISV) CATALOGUE
PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVDING AN EFFECTIVE DATE (FILE 3004-PERSONNEL STAFFING SOFTWARE FOR
THE FIRE DEPARTMENT AWARDED TO PRINCIPAL DECISION SYSTEMS
INTERNATIONAL IN THE AMOUNT OF $42,444).
WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92-
019 pursuant to Section 2157.067 of the Texas Govemmant Code and Sections 271.082 and 271.083
o fthe Texas Local Government Code which authorizes the City to participate in the State Purchasing
Building and Procurement Commission Qualified Information Service Vendor Catalogue Purchase
Method provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV
Catalogue"); and
WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the
contract authorized by this ordinance is in the best interests of the City and complies with the
requirements of Subchapter B o f Chapter 2157 of the Texas Government Code as a QISV Catalogue
purchase; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered file for materials, equipment,
supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the
Purchasing Agent, are hereby approved:
FILE
NUMBER VENDOR AMOUNT
3004 Principal Decision Systems $42,444
International
7
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
referenced file, the City agrees to purchase the materials, equipment, supplies or services for the
specified sums contained in the bid documents and related documents filed with the Services
Commission, and the purchase orders issued by the City, and authorizes the City Manager or his
designated to execute the written contract attached to this ordinance and incorporated by reference.
SECTION 3. By the acceptance and approval of the above numbered items set forth in the
subject purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the
amount and in accordance with the approved purchase orders or pursuant to a written contract made
pursuant thereto as authorized herein.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this ~~ dayof ~
EULINE BROCK, MAYOR
,2003.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT .~-TY 7'eYfg-~.-~--240~
PROFESSIONAL SERVICES AND PURCHASE AGREEMENT
FOR PRINCIPAL DECISION SYSTEMS INTERNATIONAL, INC. (PDSI)
STATE OF TEXAS §
COUNTY OF DENTON §
~THIS AGREEMENT is made and entered into as of the ~ day of
~ , 2003, by and between the City of Denton, Texas, a Texas municipal
corpdratio~a, with its principal office at 215 East MeKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "OWNER" or "CUSTOMER" and Principal Decision Systems
International., a California corporation, hereinafter called "CONSULTANT" or "PDSI", acting
herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE 1
DEFINITIONS
A. Software. The term "Software" shall mean the computer program in object code
only and any user manuals. The term "Software" includes any correction bug fixes,
enhancements, updates or other modifications, including custom modifications, to such computer
program and user manuals.
B. System. The term "System" shall mean all hardware and software provided to
CITY by CONTRACTOR under the terms of this Agreement.
ARTICLE II
EMPLOYMENT OF CONSULTANT
OWNER hereby contracts with CONSULTANT, as an independent contractor, and
CONSULTANT hereby agrees to perform the services herein in connection with the Project as
stated in the sections to follow, with diligence and in accordance with the highest professional
standards customarily obtained for such services in the State of Texas. CONSULTANT shall
specify, install and maintain a software and hardware based solution to facilitate and automate
the staffing of OWNER's Denton Fire Department ("DFD"), utilizing the equipment specified by
CONSULTANT in Attachment 2 (including appendices). The solution is required to meet all
functional requirements set forth in Attachment 1.
The Project shall include, without limitation, CONTRACTOR's design, component
selection, sale, assembly and installation of an automated system to facilitate employee staffing
and management at the Denton Fire Department. All services, hardware and software provided
under the terms of this Agreement are to conform in every respect to Article III.
Professional Services And Purchase Agreement -. (PDSI) Page 1 of 32
ARTICLE III
SCOPE OF SERVICES
CONSULTANT shall perform the following services in a professional manner:
CONSULTANT shall perform all those services set forth in the proposal attached as
Attachment 2, in a manner which accomplishes the functional requirements of
Attachment 1, with maximum efficiency and ease of use to the end user, while
minimizing the cost of operation.
CONSULTANT shall perform all those services set forth in individual task orders which
shall be attached to this Agreement and made a part hereof for all purposes as separate
agreements.
If there is any conflict between the terms of this Agreement and the attachments attached
to this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached attachments or task orders..
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT, and upon issue of a notice to proceed by the OWNER, and
shall remain in force for the period which may reasonably be required for the completion of the
Project, including Additional Services, if any, and any required extensions approved by the
OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof.
Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable
efforts to complete the services set forth herein as expeditiously as possible and to meet the
schedule established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
"Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services.
"Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein and for the purchase of equipment specified by
Professional Services And Purchase Agreement-. (PDSI) Page 2 of 32
CONSULTANT, the OWNER agrees to pay a fixed price of Forty-Two Thousand, Four
Hundred Forty-Four Dollars ($42,444).
Partial payments to the CONTRACTOR will be made on the basis of detailed statements
rendered to and approved by the CITY through its City Manager or his designate;
however, under no cimumstances shall any statement for services exceed the value of the
work performed at the time a statement is rendered. The CITY may withhold the final
ten percent (10%) of the contract amount until completion of the Project.
Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designate, or which
is not submitted in compliance with the terms of this Agreement. The CITY shall not be
required to make any payments to the CONTRACTOR when the CONTRACTOR is in
default under this Agreement.
It is specifically understood and agreed that the CONTRACTOR shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the CITY for any charge, expense, or reimbursement above the maximum
"not to exceed" fee as stated, without first having obtained written authorization from the
CITY. The CONTRACTOR shall not proceed to perform the services listed below in
Subparagraph B as "Additional Services," without obtaining prior written authorization
fi.om the CITY.
ADDITIONAL SERVICES: For additional services authorized in writing by CITY,
CONTRACTOR shall be paid based on the Schedule of Charges at an hourly rates shown
below. Payments for additional services shall be due and payable upon submission by
the CONTRACTOR. Statements for additional services shall not be submitted more
frequently than monthly.
Labor rate quotations for basic and conditional additional services are based on
standard working hours, Monday-Friday, 8am-5pm. Overtime charges are
assessed as applicable. CONTRACTOR's labor rates will be invoiced within the
following range:
a. Project Director
b. Project Designer
c. Project Engineer
d. Project Manager
e. Project Technician
f. Field Service Engineer
g. Field Installation Technician
This Agreement is based on CONTRACTOR's standard labor rates at the job site
location for the Project for an eight (8) hour day, forty (40) hour week, or such
shorter work period as may be established. If CITY orders, and authorizes in
Professional Services And Purchase Agreement -. (PDSI) Page 3 of 32
writing, overtime work, which requires premium pay (1-1/2x standard),
CONTRACTOR shall be entitled to add such premium to the Contract Price, plus
a fifteen percent (15%) cost for reasonable overhead and profit.
ARTICLE VI
LICENSE
A. Grant of License. CONTRACTOR grants CITY (or, in the case of software
created by third parties, transfers to CITY) pursuant to the terms and conditions of this
Agreement, a nonexelusive license to use all Software.
ARTICLE VI~
TESTING AND ACCEPTANCE
A. At its sole option, CITY may elect to subject the System to a series of unit,
System and final acceptance testing by CITY personnel prior to acceptance of the System. CITY
shall be allowed a minimum thirty (30) day period for acceptance testing. Such acceptance tests
shall be conducted in situ upon installation in order to determine whether System performs
according to the functions, specifications and descriptions set forth in the proposal and Contract
documents. Additionally, such testing may be conducted to ensure that:
System can be effectively utilized in CITY's operating business
environment;
the various components of the System operate as specified, and meet ali
functional requirements specified in Attachment 1;
the System will be capable of functioning without any major impact on the
current operating environment;
4. the System is capable of running on a variety of data without failure; and
5. the System meets the nmtimes required by CITY.
B. CITY's Rights Upon Termination After Failure of Warranty Process. Upon
CITY's termination of this Agreement after failure of the acceptance tests, CITY shall promptly
tatum Software and Hardware to CONTRACTOR and shall have the right to receive prompt
reimbursement of all payments made to CONTRACTOR under this Agreement.
ARTICLE VIII
TRAINING
CONTRACTOR shall provide training to OWNER as specified in Attachment 2.
Professional Services And Purchase Agreement -. (PDSI) Page 4 of 32
ARTICLE IX
OBSERVATION AND REVIEW OF THE WORK
CONSULTANT will exemise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE X
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement.
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by CONSULTANT are intended only to be applicable to this Project, and OWNER's
use of these documents in other projects shall be at OWNER's sole risk and expense, ha the
event OWNER uses any of the information or materials developed pursuant to this Agreement in
another project or for other pu~oses than specified herein, CONSULTANT is released fi'om any
and all liability relating to their use in that project. Notwithstanding the above, each party is and
shall remain the owner of all right, title and interest in and to such party's proprietary materials,
and all copies thereof, and in and to all of the related trade secrets, copyrights, patents and all
other proprietary rights. Neither party shall obtain any right or license in and to the other party's
proprietary materials.
ARTICLE XI
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
.ARTICLE XI1
INDEMNITY AGREEMENT
CONSULTANT shall indemnify and save and hold harmless OWNER and its officers,
agents, and employees from and against any and all liability, claims, demands, damages, losses,
and expenses, including, but not limited to court costs and reasonable attorney fees incurred by
OWNER, and including, without limitation, damages for bodily and personal injury, death and
property damage, resulting fi.om the negligent acts or omissions of CONSULTANT or its
officers, shareholders, agents, or employees in the execution, operation, or performance of this
Agreement.
CONSULTANT shall indemnify, defend and hold harmless OWNER from and against
any claims, including reasonable legal fees and expenses, based upon infringement of any United
States copyright trademark or patent by any Software or other System component. OWNER
agrees to notify CONSULTANT of any such claim promptly in writing. OWNER agrees to
Professional Services And Purchase Agreement -. (PDSI) Page 5 of 32
cooperate fully with CONSULTANT during such proceedings. CONSULTANT shall defend
and settle at its sole expense all proceedings arising out of the foregoing, and shall reimburse
within thirty (30) days of submittal by OWNER any attorney fees paid by OWNER in defending
against such claims. In the event of such infringement, CONSULTANT may replace, in whole
or in part, Software or any other System component with a substantially compatible and
functionally equivalent product, or modify the Software or System component to avoid the
infringement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE XIH
WARRANTIES
A. Warranty of Title. CONTRACTOR warrants that it holds title and/or copyright to
all installed products licensed or sold, and delivered pursuant to this Agreement, or in the event
that any licenses to the installed products are held by a third party, that a license sufficient to
secure OWNER's expected use of the installed products will be transferred to OWNER.
B. CONTRACTOR warrants that its installed products will perform free of defects
that would prevent the System from operating in the manner described in the Contract documents
and any other related user documentation for the version installed. This Warranty shall
commence upon date of acceptance by OWNER of the System.
C. System Function Warranty.. CONTRACTOR further warrants that the installed
system will perform all functions listed within the Functional Requirements attached as
Attachment 1, in a manner which maximizes efficiency and ease of use to persons using the
system. This Warranty shall commence upon date of acceptance by OWNER of the System.
D. Date Calculation Warranty. CONTRACTOR warrants that each installed product
delivered under this Agreement shall, as a system, be able to accurately process date data
(including, but not limited to, calculating, comparing, and sequencing) from, into, and between
the twentieth and twenty-first centuries, including leap year calculations, when used in
accordance with the product documentation provided by CONTRACTOR, provided that all other
interfaces (e.g., hardware, software, firmware) used in combination with such product properly
exchange date data with it. Notwithstanding any provision to the contrary, the remedies
available to OWNER under this warranty shall include repair or replacement of any
CONTRACTOR-supplied product whose non-compliance is discovered and made known to
CONTRACTOR in writing. Nothing in this warranty shall be construed to limit any rights or
remedies OWNER may otherwise have under the Agreement with respect to defects other than
Year 2000 performance.
Professional Services And Purchase Agreement-. (PDSI) Page 6 of 32
ARTICLE XIV
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $ i 00,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall name the
OWNER as an additional insured on all such policies, and shall contain a provision that
such insurance shall not be canceled or modified without tl'firty (30) days' prior written
notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior
to the effective date of the change or cancellation, serve substitute policies furnishing the
same coverage.
CONTRACTOR hereby waives subrogation rights for loss or damage to the extent same
are covered by insurance. Insurers shall have no right of recovery or subrogation against
CITY, it being the intention that the insurance policies shall protect all parties to the
Agreement and be primary coverage for all losses covered by the policies;
Companies issuing the insurance policies and CONTRACTOR shall have no recourse
against CITY for payment of any premiums or assessments for any deductible, as all such
premiums and deductibles are the sole responsibility and risk of CONTRACTOR.
Approval, disapproval or failure to act by CITY regarding any insurance supplied by
CONTRACTOR (or any subcontractors) shall not relieve CONTRACTOR of full
responsibility or liability for damages and accidents as set forth in the Con~act
documents. Neither shall the insolvency or denial of liability by the insurance company
exonerate CONTRACTOR from liability.
Professional Services And Purchase Agreement-. (PDSI) Page 7 of 32
ARTICLE XV
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement, may include the other party to the disagreement without the other's
approval.
ARTICLE XVI
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days advance written notice to the other party.
This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be effective unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination. In the event of CONSULTANT's termination, OWNER shall be entitled to
a pro rata refund of any annual payment made in advance.
If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V "Compensation." Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XVII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
Professional Services And Purchase Agreement -. (PDSI) Page 8 of 32
ARTICLE XVIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein.
To CONSULTANT:
To OWNER:
PDSI
625 The City Drive South
Orange, CA 92868
ATTN: ......................
City of Denton
City Manager
215 East McKinney
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days after mailing.
ARTICLE XIX
ENTIRE AGREEMENT
This Agreement, consisting of fourteen (14) pages and two attachments (the second of
which contains Appendices A-D), for a total of 32 pages), constitutes the complete and final
expression of the agreement of the parties, and is intended as a complete and exclusive statement
of the terms of their agreements, and supersedes ali prior contemporaneous offers, promises,
representations, negotiations, discussions, communications, and agreements which may have
been made in connection with the subject matter hereof.
ARTICLE XX
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XXI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, roles,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
Professional Services And Purchase Agreement -. (PDSI) Page 9 of 32
ARTICLE XXII
PERSONNEL
CONTRACTOR represents that it has or will secure, at its own expense, all personnel
required to perform all the services required under this Agreement. Such personnel shall
not be employees or officers of, or have any enntractual relations with the CITY.
CONTRACTOR shall inform the CITY of any conflict of interest or potential conflict of
interest that may arise during the term of this Agreement.
All services required hereunder will be performed by CONTRACTOR or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XXIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XXIV
ASSIGNABILITY
CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any
interest in this Agreement (whether by assignment, novation, or otherwise) without the prior
written consent of OWNER.
ARTICLE XXV
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the panics hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXVI
MISCELLANEOUS
A. The following attachments are attached to and made a part of this Agreement:
Attachment 1 List of Functional Requirements
Attachment 2 TelestaffVendor Proposal (with Appendices A-D)
Professional Services And Purchase Agreement -. (PDSI) Page 10 of 32
CONSULTANT agrees that OWNER shall, until the expiration of three (3) years afl. er
the final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving transactions relating to this Agreement. CONSULTANT agrees that OWNER
shall have access during normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct audits
in compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits.
Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
For the purpose of this Agreement, the project manager shall be
However, nothing herein shall limit
CONSULTANT from using other qualified and competent members of its firm to
perform the services required herein.
CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
Each party shall be excused from performance under this Agreement, and shall have no
liability to the other party or for any period it is prevented from performing any of its
obligations, in whole or in part, as a result of delays caused by the other party or by an act
of God, war, civil disturbance, court order, third party performance or nonperformance,
strikes, work stoppages or other cause beyond its reasonable control, and such
nonperformance shall not be a default under this Agreement. Notwithstanding the
foregoing, if any of the above-enumerated circumstances prevent, hinder or delay
performance of either party's obligations hereunder for mom than thirty (30) calendar
days, the party not prevented from performing may, at its option, terminate this
Agreement without liability or penalty as of a date specified by such party in a written
notice of termination to the other party.
Professional Services And Purchase Agreement -. (PDSI) Page 11 of 32
Remedies. No right or remedy granted herein or reserved to the parties is exclusive of
any right or remedy herein by law or equity provided or permitted; but each shall be
cumulative or every fight or remedy given hereunder. No covenant or condition of this
Agreement may be waived without consent of the parties. Forbearance or indulgence by
either party shall not constitute a waiver of any covenant or condition to be performed
pursuant to this Agreement.
Read and Understood. Each party acknowledges that it has read and understands this
Agreement and agrees to be bound by its terms.
Construction of Agreement. Both parties have participated fully in the review and
revision of this Agreement. Any rale of construction to the effect that ambiguities are to
be resolved against the drafting party shall not apply to the interpretation of this
Agreement.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has exec.,~.ted this Agreement
through its duly authorized undersigned officer on this the,:~/~day of t~ff~ff.~ ,2003.
c (/
MICHAEL A.~C OIqD UFF~VIANAGE R
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
; TO LEGAL FORM:
PROUTY, CITY
Purchase Agreement-. (PDSI)
Page12of32
INTERNATIONAL (PDSI)
WITNESS:
BY:
THE STATE OF CALIFORNIA
couNTY OF
Acknowledgment
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
California, on this day personally appeared ~ajt.~ q.~_~,i,~,~, known to me to be the person and
officer whose name is subscribed to the foregoing-instrument, and acknowledged to me that he
e~,ecuted same for and as the act and deed of P_~'[¥~'lDro-~,~ of (~.cl ~o,~'~; ~ , and as
[2['t.~i d~.,% {"' thereof, and for the purposes and cons'~deration therein expressed and in
the capacity therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ~ ~-t"day of
l~-..,otary Publi~), Stat~ 9f Califo,mial,.~c
Notary's Printed Name
My Commission Expires:'"~t ~ 5~, '2co ko
Commission # 1341889
Notary Public - California
Cou.
Professional Services And Purchase Agreement -. (PDSI) Page 13 of 32
THE STATE OF TEXAS §
COUNTY OF DENTON §
City Acknowledgment
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared MICHAEL A. CONDUFF, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a municipal
corporation of the State of Texas, Denton County, Texas, and as the City Manager thereof, and
for the purposes and consideration therein expressed and in the capacity therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the ~7'~._~ day
RICHARDSON
Pubhc, State of T. xas
Commbsion Expires II
l~tary Public, State 9f Texas /
Notary's Printed Name
Professional Services And Purchase Agreement-, (PDSI) Page 14 of 32
Attachment 1 - Telestaff Functional Requirements
System Requirements
Minimum Requirements
A Staff Scheduling Systemm that meets or exceeds all requirements in this
specification.
The Vendor must provide references where their proposed systems are
installed and working in a production manner.
B. Documentation Requirements
1. The vendor will supply copies of all operation and user manuals.
2. The vendor will give the city the right to copy user documentation.
3. The vendor must supply written license and warranty information for the
software and hardware provided by the vendor.
4. The vendor must supply written instructions for contacting and working
with the vendor to report and correct proplems
with the software or hardware provided by the vendor
C. Training Requirements
Administrator Training
1. The vendor will provide administrator training for a maximum of 3 users
2. Content of the administrator training should include (but is not limited to) all
tasks that the system might be called upon to do.
3. The vendor will provide system administration manuals to all attendees of
the administrator training.
User Training
1. The vendor will provide "train-the-trainer" training for a maximum of 3
users.
2. "Train-the-trainer" shall include sessions on accessing the system from a
computer or from a telephone.
3. The vendor will provide user manuals for computer access and telephone
access to all attendees of the "train-the-trainer" training.
D. Software Specifications
1. End-User Interface
The system must provide both PC and Telephone access.
a. PC
1, The PC application must run on Microsoft Windows NT, 2000, and XP
2. The PC application must be a graphical calendar with working days and
non-working days shown.
3. The PC application must include a comprehensive security system,
which will allow users access to only those functions identified by the
administrator.
4. The PC application will allow users to:
-sign-up for work
-record exceptions to their schedule (I.e. vacation, sick days)
-make requests to be approved by management
Professional Services And Purchase Agreement -. (PDSI) Page 15 of 32
-view payroll information
-verify certification/license expiration
-obtain work status information
Telephone
1. The telephone application must be accessible from any touch-tone
telephone.
2. The telephone application must be flexible to accept and use department
recorded messages,
3. The telephone application must include a comprehensive security
system, which will allow users access to only those functions identified by
the administrators.
4. The telephone application will allow user to: -sign-up for work
- record exceptions to their schedule
- make requests to be approved by management
- obtain work status information
5. The telephone application can accommodate four incoming/outgoing
calls simultaneously.
Administrative-User Interface
PC
1. The PC application must run on Microsoft Windows NT, 2000 and XP
2. The PC application must have a graphical user interface.
3. The PC application must include a comprehensive security system,
which will allow users access to only those functions identified by the
administrators.
4. The PC application will allow administrators to:
a.) view the daily schedule by groupings including, but not limited to: -all companies with staffing
- all companies with staffing by station
- all vacancies
- all vacancies by station
- all vacancies by company
- all vacancies by special skill or certification
- all vacancies by leave type
b.) record exceptions to all schedules
c.) verify certifications/license expiration
d.) view the list of qualified and available candidates according to the
department staffing rules
e.) display promotional and out-of-class lists
f.) display warnings when staffing levels are below the requirements
where special skills are needed (when special operations companies
are below the minimum technician lever
g.) obtain work status information per individual employee
h.) view staff selection process and audit trails for staff selection process
I.) employee informationincluding but not limited to:
- name
Professional Services And Purchase Agreement -. (PDS1)
Page 16 of 32
social security number
employee number
address
phone number and type of number (home, cell, pager, etc.)
work status
rank
hire date
promotion date
b. Telephone
1. The telephone application must be accessible from any touch-tone
telephone.
2. The telephone application must be flexible to record and send
department recorded messages to individuals, groups, or all users.
3. The telephone application must include a comprehensive security
system, which will allow users access to only those functions identified by
the administrators.
4. The telephone application will allow users to:
a.) send recorded schedule work exceptions
b.) obtain employee work status information
3. Staff Selection
a. The system must use configureble rules to fill vacant positions
b. The rules must not be "Hard-coded" into the application and must be able
to be changed by the user.
c. The system must priortize the list of qualified and available candidates
according to the various staffing rules.
d. The system must be able to automatically call candidates without human
intervention and it must be able to be stopped to
allow an individual to call candidates personally.
e. The system must be conflgurable to allow or not allow the holdover of
personnel.
f. The system must allow the daployment and staffing of special units or for
special activities.
g. All staffing rules must be end-user modifiable.
4. Roster Updates
a. The system must keep an accurate roster at all times.
b. The system must record exceptions to work schedules immediately after a
user enters their exception by telephone or PC.
c. The system must create a vacancy immediately after an exception has
been entered and the roster must be updated.
d. The system must react immediately to vacancies caused by work
exceptions and automatically identify the appropriate
e. replacement personnel.
f. Roster updates must be completed using various personnel rules,
guidelines and staffing selection procedure.
Professional Services And Purchase Agreement -. (PDSI) Page 17 of 32
5. Notification
a. The system must be able to automatically notify personnel of open
positions and it must be able to be stopped to allow
an individual to call candidates personally.
b. The system must be able to automatically notify personnel of open
positions and it must be able to be stopped to allow an individual to call
candidates personally.
c. The system must be able to automatically notify supervisors to warn them
of any unfilled/open positions
d. The system must allow department recorded messages.
e. The system must allow deliver of messages to select or all employees.
f. The system must be able to send notifications to personnel by:
1 Telephone
2 Voice-mail
3 E-Mail
4 Pager
6. Leave Control
a. The system must allow an unlimited number of user-defined working and
non-working codes.
b. The system must allow detailed constraints for each code such as:
1-advance notice
2-supervisor approval
c. The system must use various personnel rules to allow only legitimate
requests.
7. Security
a. The system must include a comprehensive security system.
b. The system must require both an ID and password for access to the
system.
c. The system must support layered security, allowing individuals limited
control over specific units and/or functions.
d. The system must allow temporary duty assignments for administrators
allowing individuals to have higher security access
for a specified time period.
8. Reporting
a. The system must contain a comprehensive reporting capability and allow
ad hoc reporting by an external application.
b. Reports must be sortable by: 1- working codes
2- non-working codes
3- positions
4- dates
c. The system must maintain and report on all system activity including but
not limited to:
1- daily roster information (who was scheduled to work)
2- work schedule by individual
3- overtime accrued
Professional Services And Purchase Agreement -. (PDSI) Page 18 of 32
4- sick leave used
5- vacation used
6-security audits
7-system utilization
d. The system must maintain and report on all system activity including but
not limited to:
1-telephone access
2-PC Iogin access
9. Site Configuration
a. The vendor shall train the customer on the configuration of the database
with data including staff information, work-codes, organizational hierachy,
overtime rules, and other information required for correct hiring.
License and Support
1. License
a. Licenses for all software used in the system, including third party software,
shall be passed on to the department.
b. The client PC software (administrators and end-user) license aIIows
installation on and Fire Department computer.
2. Support
a. The vendor shall provide on-going maintenance services for as long as the
department elects to renew the maintenance agreement. Such services include
but are not limited to:
1- toll free telephone consulting in the use of the system and assistance in
error isolation and correction.
2- prompt investigation and resolution of any errors, defects or other
problems reported to the vendor.
3- updates to the system as they become available.
Project Schedule
1. The vendor shall supply a timeline with clearly defined milestones for
completion of each phase of the project.
Professional Services And Purchase Agreement-. (PDSI) Page 19 of 32
Attachment 2 - TELESTAFF VENDOR PROPOSAL
1. Ownership of TELESTAFF, The parties recognize and acknowledge that
ownership of TELESTAFF shall remain with PDSI.
(a) License. Except as provided herein at paragraph 2(b), PDSI shall grant to
CUSTOMER a license to use TELESTAFF in object code form. CUSTOMER
shall abide by the terms and conditions of this license as stated herein.
(b) Components of License. The TELESTAFF License shall consist of the right
to use that certain software that collectively constitute TELESTAFF.
2, Copyright and Proprietary Protection.
(a) TELESTAFF is owned by PDSI, and is protected by United States and
international copyright laws and international trade provisions. CUSTOMER
must treat TELESTAFF like any other copyrighted material. This License and
CUSTOMER's right to use TELESTAFF shall terminate automatically if
CUSTOMER violates any part of the agreement. In the event of termination
for any reason other than non-renewal of Service and Support as described
herein at Section 11, CUSTOMER must immediately return TELESTAFF and
accompanying documentation to PDSI.
(b) CUSTOMER shall not:
(i)
Modify TELESTAFF and/or merge it into another program for
CUSTOMER use except by express, written permission from PDSI.
Any portion of TELESTAFF merged into another program following the
express, written permission from PDSI will be subject to the terms of
this AGREEMENT;
(ii)
Reverse engineer, disassemble, decompile, or make any attempt to
discover the source code or methodology of TELESTAFF.
3. Execution Date. The Execution Date is defined as the date the agreement is
signed by an authorized agent of CUSTOMER.
4. Term. The agreement shall remain in effect for a term of one (1) year, unless
terminated as provided therein. On each anniversary date thereafter, this
AGREEMENT shall automatically renew for a term of one (1) year, unless
otherwise terminated as provided therein.
5. Product Components. The following constitutes a complete list of all
TELESTAFF components provided in connection with the use of TELESTAFF.
See Appendix A for the definition of TELESTAFF Hardware Components and
Appendix B for the definition of Implementation Services. CUSTOMER does
Professional Services And Purchase Agreement-. (PDSI) Page 20 of 32
hereby agree to purchase from PDSI the selected items in consideration for the
corresponding fees indicated as applicable:
Component Fee
TELESTAFF Software License for 200 Staff members
TELESTAFF Hardware Components
TELESTAFF Implementation Services
WEBSTAFF Setup and 1st Year's Usage
(PDSl-hosted Model only)
Sales Tax at 7.75% on TELESTAFF Software License
Price Discount of 10%
Total
$24,444
$ 5,000
$ 13,000
INCLUDED
$ 0.00
(4,244.40)
$38,199.60
6. 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.
Component Due
TELESTAFF Software License
TELESTAFF Hardware Components
Date
TELESTAFF Implementation Services
Date
On Execution Date
Net 30 Days from Execution
Net 60 Days from Execution
7. Travel Expenses. CUSTOMER agrees to pay for all travel expenses related to
TELESTAFF implementation and training services as defined in Appendix B.
8. Implementation Services. Implementation Services include configuration of
TELESTAFF as defined in Appendix B. Additional training and/or reconfiguration
requested by CUSTOMER will be at an additional cost.
9. 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 TELESTAFF Service and Support.
Upon each anniversary of the Execution Date, CUSTOMER may renew service
and support under the following events:
Event Payment
1st Anniversary of the Execution Date $4,889
l"t Anniversary of the Execution Date for WEBSTAFF Usage $4,080
Subsequent anniversaries during term 5%
maximum increase over previous period
Professional Services And Purchase Agreement-. (PDSI) Page 21 of 32
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 PDSl
the Service and Support fee for the lapsed periods. In addition, CUSTOMER
acknowledges that PDSl 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. PDSl reserves the right to discontinue Service and
Support of previous releases of TeleStaff as defined in Appendix C.
Professional Services And Purchase Agreement -. (PDSI) Page 22 of 32
Appendix A - TeleStaff Hardware Components
At Customer's option and upon receipt of payment, PDSI will procure and configure
appropriate hardware and related software components (a) not supplied by
CUSTOMER and (b) necessary for operation of the TeleStaff server and will deliver the
configured hardware system to CUSTOMER. Hardware necessary for the operation of
TeleStaff includes:
· PC system capable of operating the TeleStaff software for CUSTOMER
· Telephony hardware to support TeleStaff's telephone features
· SQL Database Server software (2)
· Remote communication software for remote diagnostics
PDSI recommends PC systems from Dell Computer Corporation. As Dell frequently
changes and introduces new models and configurations, PDSI does not recommend a
specific Dell model number. However, hardware components for the TeleStaff
Database server must include, at minimum, the following:
· Intel Pentium 1 Ghz orocessor or
· 640 MB or areater RAM
· 10 GB or lareer Hard Drive
· 20/48x CD-ROM Drive
· 17" or lareer SVGA Monitor
· CD-RW Drive
· 56K V.90 Modem
· Multimedia with seeakers and
· Keyboard and mouse
· Microsoft Windows NT
· Next day on site service by
·Svbase SQLAnvwhere 4 - User
· Dialooic 4 - Line Teleehonv
· Laplink Remote Communications
IMPORTANT NOTES:
(1)If CUSTOMER purchases hardware through PDSI, PDSI's hardware services
include installation of TeleStaff application software, Sybase database server
software, Dialogic Telephony hardware, Laplink remote communications software
and any other software necessary to operate TeleStaff on an appropriate PC
supplied by Dell. If CUSTOMER elects to purchase hardware other than that
supplied by PDSI, CUSTOMER is responsible for configuring hardware and
installing the software required to operate TeleStaff. CUSTOMER may connect
additional PCs to the TeleStaff system by installing the TeleStaff client software
(included) provided they are connected to the TeleStaff system by a network using
the TCP/IP protocol. TeleStaff is compatible with connected PCs running the
Windows 95, 98, NT or 2000 operating system.
(2) The database software specified above will allow four (4) concurrent connections to
the TeleStaff database by PCs on a network. Although the TeleStaff client software
may be installed on any number of PCs, the database software will allow only four
concurrent connections. As a user logs off TeleStaff, a connection is released and
Professional Services And Purchase Agreement -. (PDSI) Page 23 of 32
made available to other users. Access to TeleStaff by telephone DOES NOT
consume a database server connection; only access by PCs consume database
connections. The database server software may be upgraded to enable additional
concurrent connections.
(3) The Dialogic Telephony system specified above supports any combination of up to
four (4) simultaneous inbound and outbound connections by telephone. PDSI
recommends that CUSTOMER connect four dedicated telephone lines to the
Dialogic Telephony hardware (installed in the PC). Further, CUSTOMER should
provide one telephone number to staff members which when dialed automatically
attaches to the next available telephone line. Additional Dialogic Telephony
components may be pumhased to provide additional telephone connections.
(4) Hardware and related software supplied by CUSTOMER under this agreement:
Professional Services And Purchase Agreement -. (PDSI) Page 24 of 32
Appendix B - TeleStaff Implementation Services Partnership Agreement
For the fee specified in paragraph 5 of this Attachment, PDSI will train CUSTOMER
staffing administrators on the operation of TeleStaff and then assist the CUSTOMER in
configuring the TeleStaff system with CUSTOMER's data. The following steps comprise
the TeleStaff Implementation services:
Hand-Off:
During this internal phase, the appropriate PDSI account
representative transfers information on the CUSTOMER to the
PDSI Implementation Manager (IM). The IM is a project manager
who is responsible for coordinating all activities necessary to
implement TeleStaff for the CUSTOMER. During this phase, PDSI
will send to CUSTOMER an Implementation Welcome Packet
containing an overview of the Implementation Process and
information on how to prepare for TeleStaff.
Pre-Configuration:
During the Pre-Configuration phase, the IM and CUSTOMER hold
a conference call to review the Welcome Packet, to establish
CUSTOMER contacts required by PDSI during the Implementation
process, and to set up the Administrator Class. Also during this
phase, PDSI provides CUSTOMER with all necessary installation
documentation and ships the TeleStaff hardware to CUSTOMER.
Training:
The TeleStaff Administrator training course is a train-the-trainer
format intended for the CUSTOMER's administrators of the
TeleStaff system (defined as knowledgeable of CUSTOMER's
staffing rules, PC literate and empowered to make staffing
decisions). TeleStaff training is a hands-on and workbook guided
course at a PDSI training facility that uses demonstration data in
order to cover all necessary TeleStaff features. It also includes
instruction on how to enter CUSTOMER data into TeleStaff. The
TeleStaff training course will take up to two 8- hour days to
complete, and is limited to two (2) staff members. Prior to the
CUSTOMER's 'live' date, the trained CUSTOMER administrators
will perform end-user training (including training on the use of the
telephone) to CUSTOMER staff members.
Data:
During the Data phase, CUSTOMER gathers data as specified in
the Data Packet and enters this data into TeleStaff.
Configuration:
During the Configuration phase, a PDSI Configuration Analyst and
the CUSTOMER administrator(s) configure TeleStaff for
CUSTOMER using CUSTOMER's business rules. The
configuration process occurs at PDSI and is allocated 24 hours of
time. The TeleStaff Configuration course is limited to two (2) staff
Professional Services And Purchase Agreement-. (PDSI) Page 25 of 32
TeleStaff Tuning:
members. At its option, CUSTOMER may extend the configuration
process for an additional fee of $1000 per day.
After CUSTOMER goes live with TELESTAFF, PDSI will go to
CUSTOMER's site for two days to fine-tune the TELESTAFF
database and staffing processes
For information on additional advanced training courses offered by
PDSl, please contact your TeleStaff Implementation Manager or
your Account Executive.
Professional Services And Purchase Agreement -. (PDSI) Page 26 of 32
Initial Response:
Resolution Response:
Notification:
Priority Two
Hours of Availability:
Description:
Initial Response:
Resolution Response:
Notification:
Priority Three
Hours of Availability:
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.
PDSI will work aggressively to provide CUSTOMER with
a workaround solution or to completely resolve the
problem.
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.
Monday through Friday, 6:30 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. 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.
During Normal Business Hours, PDSI will respond with
a call back within three hours. Outside of Normal
Business Hours (including holidays), PDSI will respond
with a call back within twenty-four hours.
PDSI will provide a workaround for CUSTOMER when
possible within an average of twenty-four (24) hours.
PDSI will provide a problem resolution in the form of an
Upgrade or modification to the Software in an upcoming
Update.
PDSI will notify CUSTOMER when a workaround has
been provided or the problem has been resolved.
Monday through Friday, 6:30 AM to 6:00 PM, Pacific
Professional Services And Purchase Agreement-. (PDSI) Page 28 of 32
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, PDSl will respond within an average of
twenty-four (24) hours during Normal Business Hours.
Resolution Response: PDSI will correct documentation errors in upcoming
releases of the documentation.
Notification:
If requested, PDSI will notify the local CUSTOMER
when a workareund has been provided or the problem
has been resolved.
TeleStaff Enhancements
The TeleStaff version number consists of three numbers that define the type of product
release. The format ofthe TeleStaffversion 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.
Professional Services And Purchase Agreement-. (PDSI) Page 29 of 32
Appendix D - WebStaffl'M: Web Access to TeleStaffl'M
Features, Benefits and Deployment-
1. Functionality
WebStaff 1.2 is designed specifically to give TeleStaff administrators and end-
users further access to TeleStaff from any browser. WebStaff extends the reach
of the TeleStaff system beyond the client workstation and the telephone to any
computer with Internet access. WebStaff combines the visual benefits of the
TeleStaff Client with the accessibility of the telephone to give your TeleStaff
users visual access to a significant amount of information from any Internet
computer. Further, WebStaff is simple to use because it mimics the TeleStaff
Client workstation functions in an easy-to-user browser interface.
WebStaff Administrators can:
Create vacancies based on your department's rules and guidelines
Fill Vacancies from the Candidate's Window
Initiate the Auto Hire function
Approve requests
Initiate the Automated Contact feature
WebStaff End-users can:
View their personal calendar
Request work through the Available feature
Request/record work exceptions
Remove Availability and Exception work codes (if definition allows)
Receive notifications sent by the TeleStaff system
View and change select personal data including telephone numbers
View roster for any date
View detailed work history report over any date range
View the Pick List
2. Accessibility
Theoretically, WebStaff is accessible 24 hours a day, 7 days a week from any
computer with Internet access as long as the Web Server is accessible.
Accessing WebStaff is a simple as directing your browser to the WebStaff home
page and logging in using your TeleStaff User ID and Password. Once
connected, the web server connects to your organization's TeleStaff database to
provide real-time data access similar to using a TeleStaff client workstation or
accessing TeleStaff by telephone.
Professional Services And Purchase Agreement -. (PDSI) Page 30 of 32
3. Navigation
The very nature of the web provides WebStaff users with navigational features
not available in TeleStaff. Using WebStaff, users are one click away from all
major functions. A convenient menu on every page provides immediate access
to other functions. All web pages resize automatically based on your computer's
screen definition (support for PDA, WAP upcoming), and the WebStaff roster
scrolls one line and a time.
4. Customer Deployment
WebStaff is available in two options, Customer Hosted or PDSI Hosted. There are
advantages to both, depending on the organization's need. With the Customer
Hosted model, PDSI provides only the WebStaff application software and the
customer is responsible for installing it on a web server and managing all access
to the application. Internet security becomes the responsibility of the customer
since there is no interface in this model to PDSI's web server infrastructure.
Customer Hosting is an ideal option for those customers with an existing web
server environment and capable resoumes to manage it. Under this option, the
customer licenses WebStaff from PDSI and can optionally purchase
maintenance and support that provides functional helpdesk support and
enhancements to WebStaff. In order to host WebStaff:
Customer must have or deploy an appropriate Web Server
The Web Server must be capability of running Java Servlets
The PDSI Hosted option is ideal for customers without an existing web server
infrastructure and/or availability of resources to manage one. Under this option,
the WebStaff application resides on a secure web server cluster maintained and
managed by PDSI. The WebStaff application communicates across a secure
VPN (Virtual Private Network) pipe to the customer's TeleStaff database server.
Customer setup is designed to be simple but may be complicated by existing
intranet/internet infrastructure. In general, however, the following steps will be
taken to deploy WebStaff in this model:
Customer must have constant internet access (highest speed possible
without dial-up)
Customer must have a static and public IP address
Customer must provide PDSI with the address of its public IP and
TeleStaff database IP
PDSI will procure SonicWall's Telecommuter firewall hardware for
each customer and will configure the firewall using specified IP
addresses
PDSI will deliver the configured firewall with installation instructions to
the customer and will be available by telephone for assistance
Professional Services And Purchase Agreement -. (PDSI) Page 31 of 32
For more complicated installations, PDSI will provide the customer with
access to one of our networking service partners.
Pricing for the PDSI Hosted WebStaff option consists of a one-time setup fee and an
annual and renewable service fee. The setup fee includes all hardware and
services required to add each customer to the WebStaff network. The annual
service fee provides each customer employee with web access to the TeleStaff
application. For convenience, the service fee may be prepaid and prorated to
renew on the same date as the TeleStaff Annual Service and Support renewal
For a specific quote for either the PDSI Hosted or Customer Hosted models, please
contact your PDSI account executive.
5. WebStaff Community
PDSI's installed base of TeleStaff users exceeds 20,000 industry professionals and is
growing. As these customers begin to deploy WebStaff, PDSI sees an ideal
opportunity to bring together a community of users that share common
professional interests. As such, PDSI plans to provide information and web links
of mutual interest to our WebStaff users from the WebStaff home page. Both
PDSl Hosted and Customer Hosted customers can join this community. PDSI
Hosted customers will access the WebStaff home page to launch WebStaff, and
Customer Hosted users (currently under the maintenance and support plan) can
provide a link to their WebStaff server from PDSI's WebStaff home page at no
additional charge. Either way, all WebStaff customers will launch WebStaff from
a central community that PDSI will extend to support their needs.
Professional Services And Purchase Agreement -. (PDSI) Page 32 of 32