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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