HomeMy WebLinkAbout226196 PDSI PRINCIPAL DECISION SYSTEMS - CONTRACT - CONTRACT - 2208411Rel,bion ISLA ?-20-2001
TELESTAFF LICENSE AGREEMENT
This Agreement ("AGREEMENT") made by and between Principal Decision Systems International ("PDSI"), that has its principal place of
business at 625 The City Drive South, Suite 190, Orange, CA 92868, and THE CITY OF FORT COLLINS, COLORADO, a Colorado Municipal
Corporation ("CUSTOMER"), that has its principal place of business at 300 LaPorte Ave., P.O. Box 580, Fort Collins CO 80521, shall be
subject to the follownng terms and conditions:
Wltnesseth:
Whereas, PDSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF; and
Whereas, PDSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF; and
Whereas, CUSTOMER wishes to contract with PDSI to: (1) implement a license to use TELESTAFF, (2) train CUSTOMER on its
configuration and use, and (3) as applicable, implement all licenses necessary to use TELESTAFF; and
Whereas, PDSI is willing to contract with CUSTOMER to: (1) grant CUSTOMER a license to use TELESTAFF, (2) train CUSTOMER on Its
configuration and use, and (3) as applicable, grant all licenses necessary to use TELESTAFF;
Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, PDSI and CUSTOMER do hereby agree as
follows:
1. 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 hereby grants to CUSTOMER a license to use TELESTAFF in
object code form. CUSTOMER shall abide by the terms and conditions of this license as stated herein.
(b) Components of License. The TELESTAFF License shall consist of the right to use that certain software that collectively
constitute TELESTAFF.
2. Copyright and Proorietary Protection.
(a) TELESTAFF is owned by PDSI, and is protected by United States and international copyright laws and international trade
provisions. CUSTOMER must treat TELESTAFF like any other copyrighted material. This License and CUSTOMER's right to
use TELESTAFF shall terminate automatically If CUSTOMER violates any part of this AGREEMENT. In the event of termination
for any reason other than non -renewal of Service and Support as described herein at Section 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 this AGREEMENT is signed by an authorized agent of CUSTOMER
4. Term. This AGREEMENT is effective and binding upon PDSI and CUSTOMER upon the Execution Date as defined in paragraph 3
herein and shall remain in effect for a term of one (1) year, unless terminated as provided herein. On each anniversary date
thereafter, this AGREEMENT shall automatically renew for a term of one (1) year, unless otherwise terminated as provided herein.
5. Product Options. The following constitutes a complete list of all TELESTAFF components available 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 hereby agree to purchase from PDSI the selected items in consideration for the
corresponding fees indicated as applicable:
Initial Component
Fee
TELESTAFF Software License for 250 Staff members'
$ 20,444
TELESTAFF Hardware Components
$ 5,000
TELESTAFF Implementation Services
$ 10,000
Sales Tax at 7.75% on TELESTAFF Software License
$ 0.00
Total
$ 35,444.00
'TELESTAFF Software License for additional Staff Members will be at a cost
of $5,000 per 50 members.
6. Pricing. PDSI agrees to the fees reflected above in paragraph 5 until December 31, 2002. This price will increase to $56,532 after
December 31, 2002.
Re, isiat T.SLA 7-20-2001
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.
Initial Component Due
TELESTAFF Software License and applicable Sales Tax On Execution Date
TELESTAFF Hardware Components Net 30 Days from Execution Date
TELESTAFF Implementation Services Net 60 Days from Execution Date
8. Travel Expenses. CUSTOMER agrees to pay for all travel expenses related to TELESTAFF implementation and training services as
defined in Appendix B.
9. Implementation Services Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER
acknowledges that additional training and/or reconfiguration requested by CUSTOMER will be at an additional cost.
10. 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. CUSTOMER does hereby
acknowledge that on each anniversary of the Execution Date, CUSTOMER may renew service and support under the following
events:
Initial Event Payment
TAnniversary of the Execution Date $6,106
Subsequent anniversaries during term 5% maximum increase over previous period
Should CUSTOMER elect not to renew Service and Support on the anniversary of any Execution Date, CUSTOMER acknowledges
that any subsequent re -enrollment for Service and Support will only be accepted by PDSI after CUSTOMER cures the previous lapse
in Service and Support by paying PDSI the Service and Support fee for the lapsed periods. In addition, CUSTOMER acknowledges
that PDSI may assess CUSTOMER a Service and Support re -instatement fee that will not exceed ten percent (10%) of the Service
and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of TeleStaff
as defined in Appendix C.
11. Limited Warranty. PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER
NORMAL USE AND TO OPERATE IN ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER, PDSI DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE
OPERATION OF TELESTAFF WILL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN
IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation of Liability. PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXLUSIVE REMEDIES SHALL BE THE REPLACEMENT
OF TELESTAFF UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER,
OR ANY THIRD PARTY, FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES, LOST PROFITS, LOST SAVINGS
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF
EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER SHALL HOLD PDSI HARMLESS
FOR ANY SUCH CLAIMS.
13. Termination. This AGREEMENT shall terminate upon the following events:
(a) In the case of an event of default (if CUSTOMER or PDSI fails to satisfy any of its respective covenants, duties or obligations
under this AGREEMENT), the non -defaulting party shall have the option to terminate this AGREEMENT. In the event of default,
the non -defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty
(30) days in which to cure the alleged default. If the defaulting party does not satisfactorily cure its default, the non -defaulting
party has the right to terminate upon thirty (30) days additional written notice stating the defaulting party's failure to cure the
default;
(b) By mutual consent between both parties;
(c) After the initial term of the AGREEMENT, upon ninety (90) days written notice to the other party.
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14. Miscellaneous Provisions.
(a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the
parties hereto.
(b) Entire Agreement. This AGREEMENT, including Appendices A, B and C attached hereto, supersedes all prior discussions,
understanding and agreement between the parties with respect to the matters contained herein, and constitutes the entire
agreement between the parties with respect to the matters contemplated herein.
(c) Governing Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of Colorado.
(d) Notices. All notices, requests, demands and/or other communications required or permitted to be given or made by this
AGREEMENT shall be in writing and shall be delivered by commercial overnight delivery services which provides for receipt, or
mailed by certified mail, return receipt requested, postage prepaid and addressed to the parties at the addresses referenced
above. Any party may change its address for purposes of this AGREEMENT by notice in writing to the other party.
(a) No Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy or partial
exercise of any right, power or remedy by any party will preclude any other or future exercise of any other right, power or remedy
or partial right, power or remedy. No express waiver of assent by any party hereto to any default in any term or condition of this
AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or condition
hereof.
(f) Assignability. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs,
successors, assigns and personal representatives.
(g) Version 2.0 Migration Trainino. PDSI will waive the cost of migration training for version 2.0 or 2.01 training if CUSTOMER
migrates to version 2.0 or 2.01 within 18 months after 2.0 general release. There will no additional TeleStaff software upgrade
cost to migrate to version 2.0 or 2.01.
IN WITNESS WHEREOF, the parties have signed this AGREEMENT on the day and year first above written.
PDSI CITY O T COLLINS (CUSTOMER)
By: By
Title: Title: Director of Purchasing and Risk Management
Date: November 13, 2002 Date: / 2 /it 16 Z_
Revision T51-1 � 20-2001
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 I'I
• Telephony hardware to support TeleStaffs 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 2 Ghz processor or better
• 640 MB or greater RAM
10 GB or larger Hard Drive
• 20/48x CD-ROM Drive
• 17" or larger SVGA Monitor
• CD-RW Drive
• 56K V.90 Modem
IMPORTANT NOTES:
• Multimedia with speakers and microphone
• Keyboard and mouse
• Microsoft Windows NT Workstation 4.0
• Next day on site service by manufacturer
• Sybase SQLAnywhere 12—User database
• Dialogic 4 — Line Telephony system (3)
• Laplink Remote Communications software
(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 twelve (12) 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 twelve concurrent connections. As a user logs off TeleStaff, a connection is
released and 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 purchased to provide additional telephone
connections.
(4) Hardware and related software supplied by CUSTOMER under this agreement : NONE
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Appendix B — TeleStaff Implementation Services Partnership Agreement
For the fee specified in paragraph 5 of this AGREEMENT, 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 three (3) 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 three (3) staff members. At its option, CUSTOMER may
extend the configuration process for an additional fee of $ 1000 per day.
TeleStaff Tuning: 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 PDSI, please contact
your TeleStaff Implementation Manager or your Account Executive.
Appendix C — TeleStaff Service and Support
All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by PDSI will be
based upon CUSTOMER's full description of the problem. Resolution response will be based upon the priority
assigned by PDSI as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall
notify PDSI by telephone. Telephone notification will be made to PDSI's support line at (800) 850-7374.
"Normal Business Hours" are 8:00 AM through 5:00 PM (Pacific Standard Time), Monday through Friday, excluding
holidays.
The main support line will be answered either by an attendant or automated attendant at all hours. During Normal
Business Hours, each trouble report will be assigned a Help Desk Log Number. The Log Number shall be used for
all subsequent inquiries relating to the original problem. During Normal Business Hours, the attendant will ring the
TeleStaff Support Department and the call will be handled according to the priority assigned by PDSI. In the case
of priority -one problems, as noted below, CUSTOMER may be able to speak directly to a TeleStaff Support
Representative if one is available. Outside of Normal Business Hours, Priority 1 support, as described in this
appendix, will be made available through a pager system. The phone number is 800-850-7374. Priority 1 support
is available 24 hours per day, 7 days per week to CUSTOMER's with LIVE status. All other problems will be
handled on a callback basis. If requested or so stipulated in the response time criteria below, a PDSI
representative will return the call in a manner consistent with the priority and order in which the call was received.
CUSTOMER shall make every effort to respond to PDSI in a timely fashion when requests are made to follow-up
calls or additional documentation on the reported problem.
CUSTOMER's subscribing to optional dial -in support shall provide PDSI with a dedicated and separate standard
telephone data modem line where the Server resides. CUSTOMER shall additionally provide a voice telephone
line located in each such area to allow simultaneous voice and data access.
Priorities are assigned as follows:
Priority One
Hours of Availability: 24 hours/day, 7 days/week
Description: A critical software error that severely impacts the ability of
CUSTOMER to perform ALL automated staffing functions (TeleStaff
is down). This level of priority is only available to CUSTOMER's
that are using TeleStaff in a production environment (LIVE accounts
ONLY).
Initial Response: During Normal Business Hours, immediate response if a Support
Representative is available. Otherwise, PDSI will respond with a
call back within one hour. Outside of Normal Business Hours
(including holidays), PDSI will respond with a call back within two
hours.
Resolution Response: PDSI will work aggressively to provide CUSTOMER with a
workaround solution or to completely resolve the problem.
Notification: It is the responsibility of CUSTOMER to alert PDSI of a possible
Priority -One issue. PDSI will update CUSTOMER of progress
frequently during problem resolution and notify CUSTOMER once
the workaround has been provided or the problem has been
resolved.
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Appendix C — TeleStaff Service and Support (Continued)
Priority Two
Hours of Availability: Monday through Friday, 6:30 AM to 6:00 PM, Pacific Standard
Time.
Description: A non -critical software error, which prevents the user from
performing a data entry or system administration function. These
do not include cosmetic, documentation, or reporting problems.
These also do not include questions or inquiries regarding the
operation of the software or its installation and training.
Initial Response: During Normal Business Hours, PDSI will respond with a call back
within three hours. Outside of Normal Business Hours (including
holidays), PDSI will respond with a call back within twenty-four
hours.
Resolution Response: 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.
Notification: PDSI will notify CUSTOMER when a workaround has been
provided or the problem has been resolved.
Priority Three
Hours of Availability: Monday through Friday, 6:30 AM to 6:00 PM, Pacific Standard
Time.
Description: All other software or documentation errors not described above.
These include but are not limited to:
• Reporting errors or calculation problems
• Documentation inaccuracies
• Cosmetic issues
• Misspellings
• Product Enhancement requests
• Questions or inquiries relating to TeleStaff Software
functionality, system administration or installation
Initial Response: PDSI will respond to these items if specifically requested to do so at
the time of the request. If a reply is requested, PDSI will respond
within an average of twenty-four (24) hours during Normal Business
Hours.
Resolution Response: PDSI will correct documentation errors in upcoming releases of the
documentation.
Notification: If requested, PDSI will notify the local CUSTOMER when a
workaround 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 of the
TeleStaff version number is:
Version X.YZ where
• Changes in X represent a significant change in product functionality (Major Release)
• Changes in Y represent an enhancement to the product that increases functionality within the existing
Major Release and is typical of an evolving product (Enhancement Release)
• Changes in Z represents a minor change to the program to accommodate a software error or cosmetic
change (Update Release)
Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and Enhancement
Releases as they become available at no additional charge. Major Releases will be available for an additional fee.
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