HomeMy WebLinkAboutOrdinance 5721ORDINANCE NO. 5721
AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND AUTHORIZE A CONTRACT WITH VOICE
PRINT INTERNATIONAL, INC. FOR THE PURCHASE OF A DIGITAL
VOICE RECORDING SYSTEM IN THE AMOUNT OF $70,706.00, AND TO
APPROVE A BUDGET ADJUSTMENT
WHEREAS, the existing voice recording system in use at the police department has
failed to record several phone calls and the vendor has failed to correct the issue; and
WHEREAS, in January of 2014, MediaSense was purchased to record phone calls on the
City's voice over intemet protocol phone system but does not contain all of the necessary
functions or search and playback capabilities needed for a public safety recording system; and
WHEREAS, Voice Print International, Inc. has developed VPI Capture, which is the
only known solution that interfaces with the MediaSense system and provides all of the
functionality required for a public safety recording system.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby finds that
such circumstances constitute an exceptional situation where competitive bidding is deemed not
feasible or practical, and therefore waives the requirements of formal competitive bidding and
authorizes the Mayor to execute a contract with Voice Print International, Inc. for the purchase
of a digital voice recording system in the amount of $70,706.00.
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a
budget adjustment, a copy of which is attached to this Ordinance.
Page 2
Ordinance No. 5721
PASSED and APPROVED this 18o day of November, 2014
UU 3S]LI/; "D
ATTEST:
By: RVaa"' &.
SONDRA E. SMITH, City Clerk/T%wll�+n,,
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-E3; FAYETTEVILLE;z=
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City of Fayetteville, Arkansas
113 West Mountain Street
Fayetteville, AR 72701
473575-6323 TDD-
`,
Text File
473521-1316
File Number: 2014-0465
Agenda Date: 11/18/2014
Version: 1
Status: Passed
In Control: City Council
File Type: Resolution
Agenda Number: C. 1
AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING
AND AUTHORIZE A CONTRACT WITH VOICE PRINT INTERNATIONAL, INC. FOR THE
PURCHASE OF A DIGITAL VOICE RECORDING SYSTEM IN THE AMOUNT OF $70,706.00,
AND TO APPROVE A BUDGET ADJUSTMENT
WHEREAS, the existing voice recording system in use at the police department has failed to record
several phone calls and the vendor has failed to correct the issue; and
WHEREAS, in January of 2014, MediaSense was purchased to record phone calls on the City's voice
over internet protocol phone system but does not contain all of the necessary functions or search and
playback capabilities needed for a public safety recording system; and
WHEREAS, Voice Print International, Inc. has developed VPI Capture, which is the only known
solution that interfaces with the MediaSense system and provides all of the functionality required for a
public safety recording system.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby finds that such
circumstances constitute an exceptional situation where competitive bidding is deemed not feasible or
practical, and therefore waives the requirements of formal competitive bidding and authorizes the
Mayor to execute a contract with Voice Print International, Inc. for the purchase of a digital voice
recording system in the amount of $70,706.00.
Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves a budget
adjustment, a copy of which is attached to this Ordinance.
City of Fayetteville, Arkansas Page 1 Printed on 1112012014
City of Fayetteville Staff Review Form
2014-0465
Legistar File ID
11/18/2014
City Council Meeting Date -Agenda Item Only
N/A for Non -Agenda Item
Greg Tabor 10/29/2014 Police /
Police Department
Submitted By Submitted Date Division / Department
Action Recommendation:
Approval of an ordinance waiving the requirements of formal competitive bidding. Award a contract in the amount
of $70.705.34 for the purchase of VPI Capture from Voice Print international, Inc. Approve budget adjustment of
$70,706.00.
1010-2600-5801.00
Account Number
14020-1
Project Number
Budgeted Item? No
Does item have a cost? Yes
Budget Adjustment Attached? Yes
Budget Impact:
General Fund
Fund
CDC Telephone Recording System
Project Title
Current Budget
Funds Obligated
Current Balance
Item Cost
Budget Adjustment
Remaining Budget
j$ -
I� -
$ 70,705.34
$ 70,706.00
0.66
V20140710
Previous Ordinance or Resolution #
Original Contract Number:
Comments:
Approval Date: "-15-1d
CITY OF
T
a e evi le
Y ARKANSAS
MEETING OF NOVEMBER 18, 2014
TO: Mayor and City Council
FROM: Greg Tabor, Chief of Police
DATE: October 29, 2014
CITY COUNCIL AGENDA MEMO
SUBJECT: Purchase of a Digital Voice Recording System
RECOMMENDATION:
Staff recommends approval of an ordinance waiving the requirements of formal competitive
bidding and award a contract in the amount of $70,705.34, for the purchase of VPI Capture from
Voice Print International, Inc. This recorder will meet the recording needs of the Fayetteville
Police Department, Fayetteville Fire Department and the City of Fayetteville Administration.
Staff is also recommending approval of a budget adjustment in the amount of $70,706.00.
BACKGROUND:
Since the Cisco phone system was installed in October of 2012, the current recording system at
the Police Department has failed to record calls on several occasions. Some of these calls
were vital to police investigations. During the implementation of the Cisco phone system, AOS
and the City were assured by the current vendor that their recorder was capable of recording
the VolP calls. While the City has given the vendor ample opportunity to correct these issues,
they have been unable to provide a solution.
DISCUSSION:
The City contacted AOS to assist in finding a solution for recording the VoIP calls. In January of
2014, MediaSense was purchased to record the VoIP phones. It was tested for 90 days and
found to record properly. However, MediaSense does not contain the necessary functions and
search and playback capabilities needed in a Public Safety recording system. After AOS
researched the issue, the second part of their solution was to find a Public Safety recording
system that would interface with MediaSense. AOS put the City in contact with Voice Print
International (VPI). Voice Print International has a developed solution for the City of
Fayetteville. This solution puts all recordings into one program and has the functionality needed
for a Public Safety recording system. This system will also include lines from the Call Center in
City Hall.
City staff made contact with other recording vendors, posted on a communications forum and
checked with other agencies in attempt to find other vendors that interface with MediaSense.
Voice Print International was the only vendor who has a developed solution.
Since Voice Print International is the sole source provider of an interface with MediaSense, staff
recommends approving a bid waiver to purchase their recording system.
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
A City of Fayetteville procurement card will be used to make the purchase.
BUDGETISTAFF IMPACT:
A budget adjustment is being made from savings recognized from the 2014 WCSO Jail Contract
into this project (project #14020).
Attachments:
Budget Adjustment
Contract
This Master Agreement CAgreement") is effective as of
the date of the first "Order' (as defined below) ("Effective
Date") between Voice Print Internsfional, Inc., a
California corporation, having a place of business at 160
Camino Ruiz, Camarillo, CA 93012, USA ("VPI"), and
City of Fayetteville, with its official address at 113 west
Mountain Street, Fayetteville, AR 72701 ("CITY"). VPI
and CITY may be referred to separately as "Party' or
collectively as "Parties". This Agreement incorporates
each Order and includes 5 Attachments referred to
herein.
1. DEFINITIONS. As used in this Agreement, the
following capitalized terms shall have these meanings:
"Claim(s)" means any and all third party alleged or actual
actions, causes of action (at any type or nature), bodily
harm or personal injury, damages, demands,
disbursements, judgments, legal proceedings, liability,
losses, property damage, settlements, costs or
expenses, including attorneys' fees and costs.
"EULA" means End User License Agreement, the
software licensing agreement attached hereto as
Attachment No. 2 and incorporated herein by this
reference.
"Fees" means, generically, amounts due hereunder.
"Order" means each written order applicable to purchase
goods, license or subscribe to software, and/or purchase
services. This Agreement incorporates each Order by
this reference, and governs its terms and conditions,
such that each Order and this Agreement shall be
considered one, fully integrated document and
agreement. No pre-printed terms on any CITY form of
order form shall apply. Additional terms specific to
software license or subscription and the performance of
services also apply and are incorporated into this
Agreement.
"Purchase Tarms" means the terms and conditions
applicable to the purchase of goods from VPI.
"Subscription Agreement' means the terms and
conditions for subscribing to one or more hosted VPI
software solution(s).
'Support and Maintenance Terms' means the terms
and conditions for the provision of support and
maintenance by VPI for VPI products, attached hereto as
Attachment No. 1 and incorporated herein by this
reference.
2. GENERAL, Each Order shall be subject to VPI's
acceptance of the Order (by either written
acknowledgment of acceptance or performance),
execution by the Parties of this Agreement, and subject
to all other applicable terms and conditions (such as
EULA, Subscription Agreement, Professional Services
and/or Support and Maintenance Terms).
3. PAYMENT.
a. General. Payment of VPI invoices shall be due net
thirty (30) days from invoice date. Payment shall be
made in United States dollars. Except as provided for
otherwise in this Agreement, Orders and payment
obligations are non -cancelable, and payments are non-
refundable. CITY is responsible for providing VPI with
proof of its exemption from taxation, and in absence of
such proof shall remain liable for all applicable taxes
(excluding taxes on VPI's income). All software or
computer programs, procedures, algorithms and the like
are delivered electronically by VPI.
a. CONFIDENTIALITY.
a. Oblinations. Both Parties acknowledge that either
Party may receive (the "Receiving Party") "Confidential
Information" (as defined below) from the other Party (the
"Disclosing Party-) in connection this Agreement, and
such Confidential Information will be deemed to have
been received in confidence and will be used only for
purposes of this Agreement. Confidential Information
shall include any confidential and proprietary information
provided or made available by a Party to the other Party
that a reasonable person would consider to be
confidential, and, for the avoidance of doubt, VPI's
Confidential Information includes, but is not limited to, the
Platform, the services, VPI software, the terms of this
Agreement, and all documentation regarding any of the
foregoing. The Receiving Party shall use the Disclosing
Party's Confidential Information only to perform its
obligations under this Agreement and disclose the
Disclosing Party's Confidential Information only to the
Receiving Party's personnel and agents having a need to
know the Information for the purpose of this Agreement
and who are similarly bound to protect such Confidential
Information. The Receiving Party shall treat the
Confidential Information as it does its own valuable and
sensitive information of a like nature and, in any event,
with not less than a reasonable degree of care. Upon
termination or expiration of this Agreement, the Receiving
Party shall certify the destruction of the Disclosing Party's
Confidential Information; provided that a Receiving Party
may retain a copy of the Disclosing Party's Confidential
Information, if, and for as long as is necessary, advised
by such party's counsel that such retention is required by
law, regulation, or pursuant to a litigation, or court or
alternative dispute resolution process and procedures.
The obligations of confidentiality, non-use and non-
disclosure ('Obligationsl shall continue for three (3)
years from the expiration or termination of this
Agreement; provided, however, (1) any personally
identifiable information ("Pit') shall be treated as required
by any applicable law; and (ti) any trade secrets shall but
subject to the Obligations as long as such information is
deemed a trade secret
b. Definition. The term 'Confidential Information"
Includes, without limitation, (1) all information of the
Disclosing Party that should reasonably be considered
confidential under the circumstances; (H) all information
identified by the Disclosing Party as confidential to which
Receiving Parry has access in connection with the
subject matter hereof, whether before or after the
Effective Date; and (III) this Agreement. VPI's
Confidential Information includes, but is not limited to all
information relating to VPI products and services.
'Confidential Information' excludes: (i) information in the
Receiving Party's possession that has no restriction as to
confidentiality; (ii) information that is or becomes
generally available to the public through no breach of
agreement or other wrongful act by the Receiving Party;
provided, however. Pit remains subject to confidentiality
obligations regardless of its availability to the public or
Page 1 of 32
VOICE PRINT INTERNATIONAL, INC. CONFIDENTIAL& PROPRIETARY INFORMATION
Confidential Information" excludes: (€) information in the
Receiving Party's possession that has no restriction as
to confidentiality; (ii) information that is or becomes
generally available to the public through no breach of
agreement or other wrongful act by the Receiving Parry;
provided, however, Pit remains subject to confidentiality
obligations regardless of its availability to the public or
availability through unauthorized disclosure; or
(Iit) information that is independently developed by the
Receiving Party without regard to the Confidential
Information of the other Party.
c. Disclosure by Law. In the event the Receiving
Party is required by law, regulation, or legal process to
disclose any of the Confidential Information, the
Receiving Parry agrees to (I) give Disclosing Party, to
the extent possible, advance notice prior to disclosure
so the Disclosing Parry may contest the disclosure or
seek a protective order; (ii) to cooperate with the
Disclosing Party; and (Iit) limit the disclosure to the
minimum amount that is legally required to be disclosed.
5. LIMITATION ON LIABILITY & DISCLAIMERS.
a. LimitationlCisclaimer. EXCEPT WHEN THE
LIABILITY IS DUE TO VPI's GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR FOR ACTS OR
OMISSIONS THAT CAUSES PERSONAL INJURY,
BODILY INJURY OR DEATH, (1) VPI's AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR
ANY OTHER THEORY OF LIABILITY, WILL NOT
EXCEED THE AMOUNT PAID BY CITY UNDER THIS
AGREEMENT, AND (2) VPI SHALL HAVE NO
LIABILITY FOR ANY LOST PROFITS ON REVENUE
OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES
(WHETHER OR NOT VPI HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES). THE
FOREGOING LIMITATION AND DISCLAIMER SHALL
NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.
6. TERM AND TERMINATION.
Termination as permitted by this Agreement does not
limit either Party from pursuing any remedies available
to such Party under the terms of this Agreement.
c. Termination for Force Majeure. Father Party may
terminate upon written notice to the other Party in the
event that either Party is affected by a Force Majeure
(as defined in Section 8(a)) that lasts for more than thirty
(30) days.
d. Consequences of Termination. Upon termination,
CITY shall immediately pay all unpaid invoices and all
invoices Issued thereafter for amounts due prior to or in
consideration for termination (if any).
e. Survival. In the event of any termination or
expiration of this Agreement for any reason, all
provisions of this Agreement that so state or whose
meaning requires them to survive shall survive. For the
avoidance of doubt, the Parties agree that provisions
that by their sense and context are intended to survive
the termination or expiration of this Agreement, or
specify such survival, shall so survive to the extent
necessary to preserve a party's rights or to fulfill a
party's continuing obligations, including but not limited to
1, 3, 4, 5 6(d) & (e), 7 and 8, the terms on each Order.
7. GOVERNING LAW AND JURISDICTION. This
Agreement shall be construed and enforced in
accordance with the laws of the State of Arkansas,
without regard to any conflict of law provisions. The
exclusive jurisdiction for enforcement and interpretation
of this Agreement shall be in any court in Arkansas
having jurisdiction, and each Party waives any defenses
based upon venue, inconvenience of forum or lack of
personal jurisdiction.
6. GENERAL.
a. Force Majeure: Except for a Parry's payment
obligations, neither Party is deemed to be In breach of
this Agreement based upon delay, failure in
performance, loss or damage due to any causes beyond
the Party's reasonable control (a "Force Majeure").
b. Assignment. CITY may not assign this Agreement
without the prior written consent of VPI. This
Agreement is binding upon, and shall inure to the
benefit of, permitted assigns.
a. Term. Subject to the provisions of this Section 6, c. Notines, All notices required hereunder must be in
this Agreement shall commence on the Effective Date writing and given to the address &/or fax no.: (1) VPI —
and shall continue until the earlier of (a) all Orders have 160 Camino Ruiz, Camarillo, CA 93012, fax. no. (605)
expired, or (b) It is terminated in accordance with the 369.5204, and (i) CITY — at CITY's primary business
terms and conditions set forth in this Agreement. address as listed above In the opening paragraph; or as
b. Termination. This Agreement may be terminated by may be updated pursuant to this Section 8(c). All
either Party (1) if the other Party breaches any material notices must be delivered: (i) by hand, confirmed email
Agreement, and faits to cure such or confirmed facsimile transmission; (ii) by receipted
provision of this Agfalls
days from nation of the overnight delivery; or l by pre -paid, recebusiness day
ipted certifled
breach within thinly nee
breach; or III) in accordance with Section 6(c) below, a registered mail (with effect on the 3
after mailing).
d, integrated Agreement This Agreement, including for herein, all prior and contemporaneous agreements,
all attachments, agreements referenced and understandings or representations, whether oral or
incorporated, and Orders constitute the complete written, relating to the subject matter hereof are
integrated agreement between the Parties concerning superseded and void. Unless the context requires
the subject matter hereof. Except as explicitly provided otherwise, lists and examples are not exhaustive.
page 2 of 52
VOICE PRINT INTERNATIONAL, INC. CONFIDENTIAL & PROPRIETARY INFORMATION
a. Amendments. Waiver & Severabiliiv. Except as
specifically provided heroin, no alteration, amendment,
waiver, cancellation or any other change In any term or
condition of this Agreement is valid or binding on either
Party except by written mutual agreement. No waiver of
or failure to enforce a provision of this Agreement is
deemed to be a continuing waiver or waiver of any other
provision of this Agreement now or in the future, and
shall not affect the enforceability of a provision. ti any
provision of this Agreement is held by a court to be
Invalid, void or unenforceable, the remaining provisions
of this Agreement are not affected thereby,
f. Independent Contractors. CITY and VPI are acting
hereunder as independent contractors, and no agency,
joint venture, partner or employment relationship is
created.
g. Inlunctive Relief. Unless specified otherwise, all
rights, remedies and powers of a Party are irrevocable
and cumulative, and not alternative or exclusive. If a
Parry breaches any obligations hereunder, the other
Party may suffer immediate and irreparable harm for
which monetary damages alone shall not be a sufficient
remedy. The Parties agree that in addition to all other
remedies that the non -breaching Party may have, the
non -breaching Party shall be entitled to enforce this
Agreement, seek injunctive relief, speciflo performance
or any other form of relief In a court of competent
jurisdiction (including equitable relief), to remedy a
breach or threatened breach hereof, and the breaching
Party hereby waives any requirement for the securing or
posting of any bond in connection therewith.
In. Counterparts. This Agreement may be executed in
counterparts or duplicate originals, all of which shall be
regarded as one and the same instrument. The Parties
agree that facsimile, electronic and/or digital signatures may
be used for execution and all such shall be binding upon the
Parties as an original instrument.
L Change Orders: In the event that the scope of the
Services needs to be expanded, revised, or modified
("Change Order) for any Order Incorporated herein, either
the CIN or VPI may initiate a request for a Change Order.
Requests for a Change Order shall be made in writing, dated
and delivered to Chris Doughty (CITY Contact, unless
changed by notice) and Don Marek (VPI Contact, unless
changed by notice). CITY and VPI will review the proposed
Change Order and investigate the effect that the Change
Order will have on implementing the Services and any impact
oncosts. Once the Parties have determined such effect, it
will be documented by VPI. VPI will not proceed untii an
authorized agent from each parry signs the Change Order to
indicate agreement to the revised terms, which shall be
deemed attached hereto and incorporated herein by this
reference.
j. VPI agrees to give the CITY a trial period of 45 days after
acceptance testing. If requirements from the Statement of
Work (Attachment No. 5) are not met all amounts paid
pursuant to this Agreement will be refunded by VPI to CITY
and CITY will return to VPI all equipment purchased and
delivered to CITY pursuant to this Agreement.
k. Interpretation. The Parties acknowledge that they have
participated jointly in the negotiation and drafting of this
Agreement. in the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as If
drafted jointly by the Partes, and no presumption or burden
of proof shall arise favoring or disfavoring any Parry by virtue
of the authorship of any of the provisions of this Agreement.
I. FIA. VPI agrees and understands that this Agreement
and documents submitted to the City pursuant hereto are
subject to the Arkansas Freedom of Information Act. If a
Freedom of Information Act request Is presented to the City
of Fayetteville requesting such documents, VPI will do
everything possible to provide the documents in a prompt
and timely manner as prescribed in the Arkansas Freedom of
Information Act (A.C.A. §25-19-101 at seq.), Only legally
authorized photocopying costs pursuant to the FOIA may be
assessed for this compliance.
Page 3 of 32
VOICE PRINT INTERNATIONAL, INC. CONFIOENTIAL & PROPRIETARY INFORMATION
Executed on behalf of each Party by the following authorized representatives:
CITY OF FAYET VILLE
Signed by
Name[Title: UonQ46dan, Mayor
Date: P—OW -,44014
Attest: /�t� /j
Signed by: "Ja d'VM1 1%,E-.16
NamelTibe: Sondra E. Smith. City Clerkfrreasurer
Date: 11-620 'Qe#i
VPI version October 11, 2012
Voice P internationa nc.:
Signed by:
Name: �% (iLJCli
Title: LSU.
Date:
;FAYETTEVILLE;
Ps 9'QkANSP�
ATTACHMENT NO. t
Support & Maintenance Agreement
This Support & Maintenance Agreement ("Agreement") applies to any and all provision of "Services" (as defined below) by VPI.
Each VPI and CITY maybe referred to as a "Party" or collectively as "Parties". The following capitalized words shall have these
meanings ascribed to them:
1. INTRODUCTION: In this Agreement, the following capitalized words shall have these meanings ascribed to them:
"Business Hours" means Mon.—Fri. (excluding holidays) from 6:00 am to 6:00 pm Pacific Time.
"Claim(s)" means all third party alleged or actual actions, causes of action (of any nature or type), personal injury, claims,
damages, demands, disbursements, judgments, legal proceedings, liability, losses, property damage, settlement payments, costs
or expenses (including attorneys' fees and costs).
"CITY" means the City of Fayetteville, AR.
"EULA" means the right to use the VPI Software pursuant to the VPI End User License Agreement (incorporated herein by this
reference).
"Hardware" means servers and their internal components (such as sound cards, and DVD drives), and voice interface units
("VIUs") only, specifically excludes "peripherals" (such as keyboards and monitors), and, for the purposes of the Services and the
"Hardware Warranty" (see Section 6(a)(11) below), only applies to Hardware is purchased from VPI.
"Installation" means that the VPI Software Products are Installed, functioning, and providing basic services, and excludes physical
installation of third party provided equipment.
"Fees" means the amounts owed by CIN for Licenses, or Support & Maintenance Services, or Professional Services.
"License" means the right to use the VPI Software Products pursuant to the EULA.
"Order" means a written request by CITY for Services, which are deemed to be incorporated into this Agreement, including the
written quote by VPI (if applicable), but excluding pre-printed terms that varies, adds to or amends this Agreement unless both
Parties specifically and mutually agree in writing by counter -signing on the Order.
"Out of Coverage" means a Service not covered by Service Fees, subject to additional costs at VPrs then -current hourly rates or
as quoted in writing by VPI and for material, travel, expenses and third party software required (if any).
"Professional Services" means professional services, such as Installation, implementation, training, consulting and customization.
"Purchase Agreement" means the terms and conditions for purchase of VPI products and services, and applies to all purchases,
including but not limited to additional Licenses (e.g. capacity increase, or additional VPI Software Products, such as new
functionalities) and hardware. In absence of a custom, mutually -executed Purchase Agreement, VPI's standard Purchase
Agreement is incorporated herein.
"Services" means either or both Professional Services and/or Support and Maintenance Services.
'Support and Maintenance Services" means those services described in Section 2 below.
"NPI" means Voice Print International, Inc., whose principal offices are at 160 Camino Ruiz, Camarillo, CA 93012.
"VPI Software Products" means the software in an Order, Licensed by VPI pursuant to the EULA, and all releases thereto.
2. SERVICES.
(a) Support and Maintenance Services. VPI will undertake all reasonable efforts to resolve or provide solutions to problems
where the VPI Software Products do not function substantially in accordance with its documentation ("Services"), Services shall
be provided for VPI Software Products running under the certified environments specified in the release notes for that product.
Support and Maintenance Services are applicable only to VPI Software Products licensed by CITY, and are not intended to be far
Professional Services. WPI shall provide Services for VPI Software Products for the current release and the immediate prior
VPI version October 11, 2012
release. Notwithstanding the foregoing, CITY may be required to upgrade to the current release in order to correct a
reproducible error. If the error is a critical or significant problem (as determined by VPI in its reasonable discretion), CITY will be
provided the release upgrade at no charge (Hardware, additional functionality, additional Licenses, and any third Party products
excluded).
(b) Remote SUppprt. Services are provided remotely for VPI Software Products at CITY's designated premises. For 12x5 support,
Services maybe requested by phone and will be performed during Business Hours. Requests for Support Services to be
performed out of Business Hours will incur Out of Coverage charges. For 247 support, Services may be requested by phone or
email; however, if it is more than a minor problem, requests should be made by phone.
(c) On -Site Support. With respect to critical problems with VPI Software Products (e.g. a severe loss of service), UPI may, with
the concurrence of the CITY, elect to send resources to the CITY location to accelerate problem resolution. If it is determined that
the problem was not related to the supported VPI Software Products, the CITY agrees to pay reasonable travel, travel time and
expenses in addition to VPI's standard Professional Services rates. For any problems of a less severe nature, CITY may request on-
site services and pay VPI's then -current standard Professional Services rates, and reasonable travel, travel time and expenses.
(d) Hardware Super. Hardware support is for Hardware servers and internal components purchased from VPI, but not does
Include support for "peripherals" (such as keyboards and monitors) even if purchased from VPI. VPI provides the following
options for Hardware Warranty replacement: "Advanced Replacement", "Next Business Day On -Site", or "Four (4) Hour On -Site"
(see descriptions below). Next Business Day On -Site and Four (4) Hour On -Site replacement services are not available for
peripherals. Next Business Day On -Site and Four (4) Hour On -Site must be first purchased for the Initial Term and may not be
elected later and are only available for a limited amount of renewal years. On -Site Services requests for City of Fayetteville that
purchased Advanced Replacement incur out of Coverage fees. All requests for Services made out of Business Hours shall be
considered made on the next business day and response times shall be adjusted accordingly. VPI disclaims responsibility for acts
of common carriers.
(1) Advanced Replacement. VPI will ship replacement "VILle and/or servers to CITY in advance of CITY removing the effected
VIU/server and VPI will provide remote support (during support hours purchased by CITY) to assist CITY in CITY replacing the
effected VIU/server. In the event that CITY fails to return a replaced VIU/server where advanced replacement was provided by
VPI, or if the returned VIU/server )s determined not to be faulty or the cause of the reported issue, VPI will invoice CITY for the
item replaced.
(2) Next Business Day On -Site. When there is spare Hardware on-site, VPI shall ensure that a technician arrives at CITY's
designated premises on the next business day after request made during Business Hours by CITY of on-site response. If there is
no spare on-site, a spare part will be sent overnight arriving on the next business day and a technician shall arrive on the next
business day after CITY's report that CITY has received the spare part.
(3) Four (4) Hour On -Site. When there is spare Hardware on-site, VPI shall ensure that a technician arrives at CITVs designated
premises within four (4) hours of request by CITY of on-site response. If there is no spare on-site, a spare part will be sent
overnight and a technician shall arrive within four (4) hours of CITY's report that CITY has received the spare pan.
(e) Remote Maintenance. During the Support Term, VPI will perform corrections and updates to the VPI Software Products via
copyrighted patches installed remotely for the VPI Software Products version licensed by CITY and make available to CITY
Documentation related thereto. If CITY purchases "Standard Service", CITY is eligible for a discount on major version releases and
new functionality versions of the VPI Software Products. If CITY purchases "Platinum Service', CITY receives major version
releases at no additional charge, and a discount on new functionality versions of VPI Software Products. All such new licenses,
releases and new functionality versions of VPI Software Products are subject to this Agreement and the EULA. Majorversion
upgrades are exclusive of Hardware, operating system requirements and/or services, travel and expenses, and 3rd Party and/or
server licensing that may be required to support upgrade to new releases. Maintenance materials, including any release, may not
be used to Increase the number of licenses of VPI Software Products. Server updates for releases shall be performed remotely by
VPI and VPI Software Products shall not be provided to CITY in the form of any tangible media. It is CITY's responsibility to deploy
client -side software to CITY's workstations. Upon upgrade, CITY agrees not to use or transfer any prior release but to destroy or
archive prior releases of VPI Software Products,
VPI version October 11, 2012
(f) Out of Coverage. Any Services provided that are Out of Coverage require a two (2) hour minimum. Such Out of Coverage
Services include, but are not limited to:
1. Changes to CITY'S telephony or network environment (e.g, IP Addresses, PBXs, de -installation, wiring, etc.) after Initial
installation.
2. Changes or issues related to CITY supplied servers including CITY supplied operating systems or third Party software or other
hardware, and changes to archive strategies or increasing storage space.
3. Reinstallation of VPI Software Products due to CITY roinstalis or upgrades to operating system, or relocation services such as
Hardware moves or Hardware rearrangement(s) performed by VPI;
4. Additions and changes to the VPI Software Products or Hardware as originally Ordered and delivered that adds to or
materially alters the VPI Software Products functionality and utilization.
5. Upgrading CITY's infrastructure, if necessary, when CITY upgrades VPI Software Products,
6. Additional customization beyond that previously Ordered (note —these fall under Professional Services).
7. Issues caused by virus, malware, etc.
8. Delays due to CITY acts, errors or omissions (e.g. not ensuring VPI access to VIUs/servers) prohibiting and/or delaying VPI's
performance of on-site Services (note— additional charges shall include but not be limited to Out of Coverage charges for wait
time, travel, expenses, etc.).
9. CO line, telephone instrument, telephone company line, in-house wiring or wiring problems that are not related to the
Software or VPI supplied Hardware
3. PROFESSIONAL SERVICES. Some Professional Services Ordered by CIN may not require a statement of work. Any
Professional Services that are to be performed pursuant to a statement of work are subject to written mutual agreement and
incorporate this Agreement.
4. PERFORMANCE & SCHEDULING. VPI's performance of Services may be dependent CITY's performance of CITY
responsibilities. Should CITY cancel a confirmed appointment within 30 days of a scheduled date, a cancellation fee shall apply.
CITY is not ready when VPI arrives at a scheduled appointment, CITY shall be charged an hourly rate for wait time and, if
applicable, travel expenses to return.
S. CITY RESPONSIBILITIES. CITY shall give VPI reasonable access to and use of the designated premises and/or CITY's systems,
and assistance for VPI to perform Services. CITY will appoint authorized persons to liaise with VPI. CITY is responsible for
monitoring and maintaining CITY's systems (including anti-virus software and system security), back-up and recovery, and
notifying VPI of service issues and system/Hardware relocation. Failure of CITY to comply with this Section may void the limited
warranties under this Agreement and/or any warranties provided under the EULA.
6. WARRANTIES & LIMITATIONS OF LIABILITY.
(a) VPI.
(i) Services. VPI will undertake all reasonable efforts to provide Services under this Agreement and to resolve or provide
solutions to problems where the VPI Software Products does not function substantially In accordance with its documentation, but
VPI does not guarantee that the VPI Software Products or Hardware will be error -free or that all problems will be solved. This
Agreement is applicable only to VPI Software Products running under the certified environments specified in the release notes for
that product. THE FOREGOING WARRANTY REGARDING VPI SOFTWARE PRODUCTS, AND THE HARDWARE WARRANTY IN
SECTION 6(a)(ii) BELOW, ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO CITY OR ANY THIRD PARTY,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. EXCEPT AS PROVIDED IN THIS
SECTION, THE SERVICES ARE PROVIDED 'AS IV.
(ii) Hardware. For all Hardware purchased from VPI and/or supplied by VPI as a replacement pursuant to this Agreement, VPI
warrants for one (1) year from the date.of purchase that such Hardware is of good workmanship and materials and free from
defects. Notwithstanding the foregoing, the preceding warranty expires and/or terminates when this Agreement is no longer in
effect, and THIS WARRANTY IS NONTRANSFERABLE AND NON -ASSIGNABLE.
VPI version October 11, 2012
(iii) Limitattons/Disclaimers. EXCEPT WHEN THE LIABILITY IS DUE TO VPI's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR
ACTS OR OMISSIONS THAT CAUSES PERSONAL INJURY, BODILY INJURY OR DEATH, (1) VPI's AGGREGATE LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED
THE AMOUNT PAID BY CITY UNDER THIS AGREEMENT, AND (2) VPI SHALL HAVE NO UABIUTY FOR ANY LOST PROFITS ON
REVENUE OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES (WHETHER OR NOT VPI
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING LIMITATION AND DISCLAIMER SHALL NOT APPLY
TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
(b) CITY. CITY represents and warrants that:
(i) CITY has all the authority and power necessary to execute, deliver and perform this Agreement without the need to obtain the
consent of any person or entity, and
(ii) CITY shall comply with all applicable laws, rules and regulations in relation to CITY's use of the VPl Software Products and, if
applicable, Hardware.
7. [RESERVED].
8. TERM & TERMINATION. This Agreement starts on the Effective Date, continue for three (3) years from the Installation date
("Initial Term", with support for additional licenses purchased during the Term synced up with that Term), and automatically
renew for perlods of one (1) year (each a "Term") on each anniversary of the Installation date unless either Party provides written
notice of non -renewal within sixty (601 days prior to the end of a period. This Agreement may be terminated as provided for
herein, or by either Party due to the other Party's material breach, upon thirty (36) days prior written notice and opportunity to
cure, subject to immediate termination at the end of the notice period if not cured. Fees due or paid are non-refundable and
non -cancellable. For any gap in coverage that is less than six (6) months, CITY shall make good for missed months (pro -rated) plus
make full payment of the then -current Support Fees for one (1) year. For any gap in coverage longer than six (6) months, this
Agreement shall be reinstated only with respect to VPI Software Products' coverage and CITY shall make good for missed months
(pro -rated), pay a "reinstatement fee" equal to twenty percent (20%) of the make good amount, plus make full payment of the
then -current Support Fees for one (1) year.
9. FEES AND PAYMENT. Payment of invoices shall be made net thirty (30) days from receipt of invoice. During the initial three
(3) year period, VPI shall invoice CITY annually for a pro -rata portion of the Service Fees due for Support and Maintenance
Services. Upon written request at any time during a period of validity of this Agreement, CITY may cease receiving Support and
Maintenance Services upon payment of any outstanding Service Fees through the end of the then -current Support period. CITY is
responsible for providing VPI with proof of its exemption from taxes due for Services and any purchases made under this
Agreement, and in absence of such proof shall remain liable for all applicable taxes (excluding taxes on VPI's income). Upgrades
in Service coverage (e.g. from 12x5 to 24x7) require payment of a prorated amount at the upgraded Service from the Installation
Date plus processing fee equal to twenty percent (20%) of the pro -rated amount.
10. GENERAL.
(a) Integration/Modification. Both Parties agree that this Agreement (and all documents referenced are incorporated herein) is
the complete and exclusive statement of agreement between the Parties concerning the subject matter hereof. This Agreement
may not be supplemented or modified except by mutual written agreement of the Parties.
(b) Force Majeure. No breach or default of this Agreement shall apply due to earthquake, flood, fire, storm, natural disaster,
acts of God, war, terrorism, armed conflict, or other events beyond the reasonable control of such Party (a "Force Majeure"),
provided that the affected Party gives prompt written notice to the other Party and takes uses its best efforts to mitigate the
effects of the Force Majeure. If a Force Majeure lasts longer than (30) days, either Party may immediately terminate this
Agreement upon written notice to the other Party.
(c) Notices. All notices must be in writing and shall be deemed to have been given at the noted Party's principal place of
business and/or facsimile number (or other so notified) upon receipted confirmation.
VP1 version October 11. 2012
(d) Governing Law/Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the State of
Arkansas, without regard to any conflict of law provisions. The exclusive jurisdiction for enforcement and interpretation of this
Agreement shall be in any court in Arkansas having jurisdiction, and each Party waives any defenses based upon venue,
inconvenience of forum or lack of personal jurisdiction.
(e) Assignment. CITY may not assign orsub-license this Agreement without the prior written consent ofVPL This Agreement
shalt be binding upon any permitted assigns.
(f) Survival. Payment obligations and all other provisions that by their sense and context are intended to survive the termination
or expiration of this Agreement shall so survive.
(g) Independent Contractors. The relationship of the Parties is that of independent contractors and neither party is the agent of
the other and no partnership or joint venture is created.
h) NoWalver. No forbearance or delay by a Party in exercising or enforcing the provisions of this Agreement shall prejudice the
rights of that Party, nor shall any waiver by a Party constitute a continuingwaiveror waiver of any other provision.
i) Interpretation. The Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement.
in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by
the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement.
*END OF TERMS*
VPI version October 11, 2012
ATTACHMENTNO.2
VPI END USER LICENSE AGREEMENT
(Perpetual License]
This End User License Agreement ("EULA") is between Voice Print International Inc. ("VPI") and City of Fayetteville ("CITY) of VPI
SOFTWARE PRODUCTS (as defined below). Each VPI and CITY may be referred to as a "Party" or collectively as "Parties". By
installing, copying, accessing or using the VPI SOFTWARE PRODUCTS, CITY agree to be bound by the terms of this EULA.
"NPI SOFTWARE PRODUCTS" includes all computer software and associated media and printed materials, such as product and
user documentation whether printed or in electronic form, and includes any updates, major and minor versions, bug fixes, work-
arounds and the like provided to CITY by VPI through an applicable maintenance and support agreement
1. GRANT OF LICENSE. During the term of this EULA and in exchange for the applicable license fees, VPI grants to CITY a non-
exclusive, non-explring (perpetual), non -transferable, non -assignable right to use the VPI SOFTWARE PRODUCTS ordered by CITY
on any compatible client system or server registered with VPI by CITY for which CIN has been assigned an activation key (each a
"Primary Server"). VPI SOFTWARE PRODUCTS may be used on a parallel voice data logger for redundancy purposes ("Parallel
Server"), on condition that CIN has been assigned a separate activation key, and that the total number of channels being logged
at any one time by the Primary and Parallel Servers do not exceed the number of channels licensed for use with the Primary
Server(s). CIN may make copies of the SOFTWARE PRODUCTS for backup and recovery purposes for all client systems/servers
that CIN has registered with VPI to use the VPI SOFTWARE PRODUCTS, provided that such copies are used exclusively for such
purposes and CITY includes on all such copies all copyright and other proprietary notices or legends included with the VPI
SOFTWARE PRODUCTS when provided to CIN.
2. OTHER OBLIGATIONS. To the extent legally permissible, CITY agrees that CIN will not (directly or indirectly): (a) make or
distribute copies to third parties; (b) rent, lease, or lend the VPI SOFTWARE PRODUCTS to third parties; and/or (c) reverse
engineer, decompile, disassemble the VPI SOFTWARE PRODUCTS, or otherwise attempt to derive source code from provided VPI
SOFTWARE PRODUCTS. At VPI's written request, CITY shall provide VPI with a document signed byan authorized representative
verifying the channels used for each Primary Server. Upon reasonable notice and during regular business hours, VPI shall have
the right to audit CITY's use of the VPI SOFTWARE PRODUCTS. If the auditor signed verification reveals channel usage on each
Primary Server and any Parallel Server exceeds the number licensed, CIN is obligated to pay to VPI for such additional licenses
within thirty (30) days at the then -current license fees rate.
3. INTELLECTUAL PROPERTY RIGHTS. CIN acknowledges that the VPI SOFTWARE PRODUCTS are licensed and not sold. No title
to the VPI SOFTWARE or any intellectual property rights therein is transferred to CIN and all title and ownership rights to the VP)
SOFTWARE PRODUCTS will remain the exclusive property of VPI (or its licensors). CITY does not acquire any rights to the
Software except as expressly set forth in this EULA.
4, U.S. GOVERNMENT RESTRICTED RIGHTS/EXPORT RESTRICTIONS. The VPI SOFTWARE PRODUCTS and documentation are
provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the US Government is subject to restrictions asset forth in
subparagraph (c)(1)(ii) of The Rights In Technical Data and Computer Software clause at DEARS 252.227-7013 or subparagraphs
(c)(1) and (2) of the Commercial Computer Software —Restricted Rights at 48 CFR 52.227-19, as applicable. CITY agrees that CIN
will not export or re-export the VPI SOFTWARE PRODUCTS to any country, person, entity or end user subject to U.S.A. export
restrictions.
5. VPI WARRANTIES/CITY REMEDIES
(a) Limited Performance Warranty. VPI WARRANTS TO CITY THAT VPI SOFTWARE PRODUCTS WILL PERFORM SUBSTANTIALLY IN
ACCORDANCE WITH ITS ACCOMPANYING DOCUMENTATION FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF
INSTALLATION ("LIMITED PERFORMANCE WARRANTY"). THE LIMITED PERFORMANCE WARRANTY AND THE WARRANTIES IN
SECTION 5(b) BELOW ARE THE ONLY WARRANTIES MADE BY VPI. VPI MAKES AND CIN RECEIVES NO OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE
VPI version October 11, 2012
EXPRESSLY EXCLUDED. IN THE EVENT THAT ANY IMPLIED WARRANTIES RELATING TO THE VPI SOFTWARE CANNOT BE
EFFECTIVELY DISCLAIMED, SUCH NON-DISCLAIMABLE IMPLIED WARRANTY 15 LIMITED TO THIRTY (30) DAYS. If the VPI SOFTWARE
PRODUCTS do not conform to the Limited Performance Warranty, VPI's entire liability and CITY's sole remedy shall be, at VPi's
option, for VPI to (a) use commercially reasonable efforts to correct the error; or (b) help CITY work around or avoid the error;
provided that CITY notifies VPI of CITY's claim under the limited warranty within the warranty period. The Limited Performance
Warranty does not apply to any error caused by accident, abuse, misapplication or any problem or error In any third party
software not imbedded in the VPI SOFTWARE PRODUCTS. Any replacement or fixes to the VPI SOFTWARE PRODUCTS will be
warranted for the remainder of the original Limited Performance Warranty period.
(b) Other VPI Warranties. VPI warrants that (i) it has the right, power and authority to grant the rights and licenses hereunder;
(ii) that the VPI SOFTWARE PRODUCTS, when used as authorized and licensed hereunder and used in compliance with all
applicable federal state and local law, regulations, and rules, do not and will not contain or use any computer programs that
infringes the rights of, or misappropriates the property of, any entity or person, including, but not limited to, intellectual property
rights; and (iii) in performance of its obligations under this EULA, it will comply with all federal, state, local and, if applicable,
foreign laws, rules and regulations.
6. DISCLAIMER. VPI MAKES NO REPRESENTATION OR WARRANTY REGARDING FAULTTOLERANCE OF THE VPI SOFTWARE
PRODUCTS, AND THEY ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE
PERFORMANCE. FURTHER, VPI NEITHER SUPPORTS NOR WARRANTS THIRD PARTY CONNECTIVITY. VPI DOES NOT WARRANT
THAT THE USE OF THE VPI SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS OF FAILURES
WILL BE CORRECTED.
7. LIMITATION OF LIABILITY. EXCEPT WHEN THE LIABILITY IS DUE TO VPI's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR
FOR ACTS OR OMISSIONS THAT CAUSES PERSONAL INJURY, BODILY INJURY OR DEATH, (1) VPI's AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS EULA, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED THE
AMOUNT PAID BY CITY FOR THE SOFTWARE LICENSE FEES, AND (2) VPI SHALL HAVE NO LIABILITY FOR ANY LOST PROFITS ON
REVENUE, LOST DATA OR INABILITY TO USE DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES (WHETHER OR NOT VPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). VPI SHALL NOT BE
LIABLE TO YOU BECAUSE EOF ANY TERMINATION OF THIS EULA BY VPI IN ACCORDANCE WITH ITS TERMS. THE FOREGOING
LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8, CITYWARRANTIES. CITY represents and warrants that in CITY's use of the VPI SOFTWARE PRODUCTS, CITY will comply will all
applicable laws, rules and regulations, and the terms and conditions contained in this EULA (including but not limited to CITY
payment obligations).
9. CONFIDENTIALITY. The VPI SOFTWARE PRODUCTS together with all materials and knowledge related thereto are valuable
trade secrets, proprietary information and confidential information (together referred to as "Confidential Information"). CITY
agrees not to make available or disclose this Confidential information to any third party, except to CITY employees or
independent contractors who are bound by industry standard non -disclosure and non-use obligations. CITY represents and
warrants that the Confidential Information shall not be used, duplicated or disclosed by any of them in any form for the use or
benefit of any person or entity, nor reproduced, transcribed, imitated or simulated in whole or in part, except in accordance with
this EULA or by VPI's written consent. CITY contracts and documents prepared while performing CITY contractual work are
subject to the Arkansas Freedom of Information Act. If a Freedom of Information Act request is presented to the CITY, VPI
will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of
Information Act (A.C.A. §25-30-101 et. Seq.) Only legally authorized photocopying costs pursuant to the FOIA may be assessed
for this compliance.
10. TERMINATION. This EULA is effective until terminated. CITY may terminate this EULA at any time by ceasing to use the VPI
SOFTWARE PRODUCTS. VPI may terminate this EULA immediately if CITY breaches any material term or condition of this EULA,
including but not limited to Sections 1(with respect to payment of license fees), 2, 5 and 9. All License fees are non-refundable
VPl version October 11, 2012
and non -cancellable. Following termination of this EULA, CITY shall cease using the VPI SOFTWARE PRODUCTS, destroy any
tangible copies of the VPI SOFTWARE PRODUCTS and irretrievably erase intangible copies thereof. All payment obligations and all
other provisions that by their sense and context are Intended to survive the termination of this EULA shall so survive, including
but not limited to Sections 2 through 11.
11. MISCELLANEOUS.
(a) Integration/Modification/Notices. Both Parties agree that this is the complete and exclusive statement of agreement
between the Parties concerning the subject matter hereof. This EULA may not be amended except in a writing hand signed by
CITY and VPI. For purposes of this provision, a "writing" does not include an email message and a signature does not include an
electronic signature. The captions and headings used in this EULA are used for convenience only and are not to be given any legal
effect. All notices must be in writing and shall be deemed to have been given at the notified Part's principal place of business
and/or facsimile number (or other address/number so notified) upon receipted confirmation.
(b) Governing Law Jurisdiction. This EULA shall be construed and enforced in accordance with the laws of the State of Arkansas,
without regard to any conflict of law provisions. The exclusive jurisdiction for enforcement and Interpretation of this Agreement
shall be in any court In Arkansas having jurisdiction, and each Party waives any defenses based upon venue, inconvenience of
forum or lack of personal jurisdiction.
(c) Assignment. CITY may not assign or sub -license this EULA to any party without the prior written consent of VPI. Any
purported assignment by CITY shall be null and void. To the extent that this prohibition on assignment may be unenforceable,
any such assignment must be subject to the terms and conditions of this EULA.
(d) Severability/Waivers. If a court or other competent tribunal in any jurisdiction finds any provision of this EULA invalid, such
invalidity shall not affect the remaining provisions of the EULA, which shall remain in full force and effect. No forbearance or
delay by VPI in exercising or enforcingthe provisions of this EULA shall prejudice the rights of VPI, not shall any waiver by VPI
constitute a continuing waiver or waiver of any other provision.
(e) interpretation. The Parties acknowledge that they have participated jointly in the negotiation and drafting of this EULA. In
the event an ambiguity or question of intent or interpretation arises, this EULA shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this EULA.
*END OF EULA"
VPI version October 11, 2012
Attachment No. 3
Pricing and Services Description Schedule
SQFTWARF:
i VRLDAP LDAP Inte ration 1
$600
600
$3301-
MMM
$330
20 VRA end Flag oradd comments to a nve call. Perworksts Ron 1
$501
s1=1
528
-MMM
$550
PSAP enhanced package: Instant Rewll,Uw Monitar,Celler
3
VP -5U -PS
DriVes). E,aemal OVDarcblvingdriw. Dual Power Supplies.
$4.700
1 VP-PSAP-2 ID(I£available), Incident Crea tion Redaction Tool.
$1,50D
S1,500
$825
$835
Includes ce pwre of ANI /ALI from 911 Cartrol le r dab if
provided
$HOO
$MW
$800
$800
1
HARDWARE R 3rd PARTY SOFf WA iE•
Sam
ELULLAWAS
E
I==
MMM
EMM
Dell R62D-5U O assis - WI n 2008 Server (Raid 1: Dual ITS
-MMM
3
VP -5U -PS
DriVes). E,aemal OVDarcblvingdriw. Dual Power Supplies.
$4.700
$9,200
54,700
$4,200
5 voice baa rd s lots ava iia bl e.
IPPassme Recording interface Core U mnse. Supports upto
$HOO
$MW
$800
$800
1
VP -IP -R
3ocbannels. Ire ulred p.rs.mcl
6
VRIP-10
IP Pass iae Recording Ru adle. Expands care license (30
$260
$3,560
$260
$1,560
cha nne is of recordln i n l neve me M a f 10 Ma nnels
2
w-Analo-24S
24 Port Ana log In terfa ce Ca rd.
860
$2,720
a
$3,720
;:; At a:"ifa
IMPLEMENTATION & PRO FESSIONAI SERV ICES, i
.
^-.��-(ti'.',x.
EIXFO 810 E1fPF,ti5E5-
VPI version October 11, 2012
Loll
'171 W
Fayettevifle Police Department
4/1)2014
w: r=' 4''02 Will
24x7 24x7
Software "fixes" within version
Included
Included
5.5%
24 tours a day, 7
61
$259 $380
$SOD
111=1
$500
INCLUDED
NIA; included with Soflwam Assurance
Prorated schedule for upgrading software across major releases.
12,0%
13.5%
Program
Additional Discount rates applied to purchase of new software
INCLUDED
INCLUDED
modules (Le, agent evaluation, performance, etc..-)
Coverage time included
1 4W
24 hours a day, 7
5.5%
24 tours a day, 7
9.0%
$259 $380
$SOD
days a week,
$500
J.
days a week,
13.0%
12,0%
13.5%
Inouding all National
fncuding all National
Holidays.
HaBEays,
Response time within CaMeregra period
4 hours
4 hours
Response time during out of CMraga period within current
maintenance contract
WA
NIA
Professional Services
Professional Services
SERVICE RATES 12 hour minimumsl
ill lls�tYXltNPGRi% La_ ups16 M
Priority Replace Ment
Next business day advanced replacement of any delective products (hardware) under contract. International coverage Is available. Remote
support provided by a cer lSed VPI technician included during in plan" lime tmmes of support & maintenance. Support during °out of plan"
time frames available at current rates.
Next Business Day onsite
A qualified VPI technician or third -party hardware technician, backed by VPI technical support, responds on site on the next business day If
a spare is on site. a a pan must be shipped overnight, a technician is scheduled to anive the next business day o1 part availability at
customer site.
4mour On-site
A qualified VPI technician or thlro-party hardware technician, backed by VPI technical support, responds within four hours If a spare Is on site.
It a part must be shipped oemigm, a technlcla i is scheduled to aoive within 4 hours of estimated part availability at customer site.
Year 1 (Next Biz Day & 4 -Hour on sae are Incremental rates
for year 1):
Year 2:
Year3:
Year4:
Year 5:
Included
1 4W
a=.+
5.5%
0.0%
9.0%
$259 $380
$SOD
$250 $380
$500
ill lls�tYXltNPGRi% La_ ups16 M
Priority Replace Ment
Next business day advanced replacement of any delective products (hardware) under contract. International coverage Is available. Remote
support provided by a cer lSed VPI technician included during in plan" lime tmmes of support & maintenance. Support during °out of plan"
time frames available at current rates.
Next Business Day onsite
A qualified VPI technician or third -party hardware technician, backed by VPI technical support, responds on site on the next business day If
a spare is on site. a a pan must be shipped overnight, a technician is scheduled to anive the next business day o1 part availability at
customer site.
4mour On-site
A qualified VPI technician or thlro-party hardware technician, backed by VPI technical support, responds within four hours If a spare Is on site.
It a part must be shipped oemigm, a technlcla i is scheduled to aoive within 4 hours of estimated part availability at customer site.
Year 1 (Next Biz Day & 4 -Hour on sae are Incremental rates
for year 1):
Year 2:
Year3:
Year4:
Year 5:
Included
._.;4Roa53(Cq...
4.0%
a=.+
5.5%
0.0%
9.0%
11.0%
0.5%
10.0%
12.0%
B.S%
to .0%
13.0%
12,0%
13.5%
15.0%
Note: 4 -Hour On -See requires S500 per server per year in addillon to the rates abme.
REMOTE ACCESS TO SERVERS REQUIRED FOR VPI TO PROVIDE SOP ARE SUPPORTAND MINNTENANCE. SU cannot be met wghoutramale access.
Unless ogrerwised noted, Support& Maintenance fees are based on a percentage of list price and wlll Increase eta rate of five t5) percent per annum.
Male, version sw upgrades are mmluslm of hardware, serdces,T&E, 3rd paryand I or serer licensing that maybe required to support upgrade to new releases.
Tier 3 Support Only is oalyawilable to VPI Partners and £nd4lsers thathave been certified on applicable Val Products.
For all customers OUT OF MAINTENANCE, hourly rates applyto all calls to VPI's supportteam, with a minimum 2 hour charge- II system update Is required. customer
will be required 10 purchase upgrade atthen current software prices.
For all customers OUT OF MAINTENANCE, customer will have the option ro reinstate maintenance bypaying 120% Of lapsed maintenance amount PLUS
VPI version October 11, 2012
Attachment 4
Summary of Solution
PA#: 071814-C16519-2 REVD 08/05/14
Date: 08/25/14
Overview:
VPI is pleased to provide City of Fayetteville this proposal to deliver software and services for VPI's call recording, quality assurance, and
coaching solutions. This document serves as a recap outlining your key business objectives as well as a summary of the services VPI has
quoted and integrations within your technical environment.
Contact Information:
Don Marek Chris Doughty
dmarekClc.voi-corp.corrn cdouahNQ,Lyettevllle-anoov
805389-5200 ext. 5245 - 479 575 8306 or 479 879 2029
160 Camino Ruiz 1113 W Mountain St
Camarillo, CA 93012 Fayetteville, AR 72701
Services:
VPI's services include installation and training of VPI's call recording, agent evaluation, and coaching software modules. The
implementation of your VPI solution will be managed by a dedicated VPI project manager, who will be assigned upon execution of this
order. The project managers role is to coordinate all aspects of deployment and remain your single point of contact throughout the process
to ensure continuity and success for the project
Installation typically takes place between 4 — 6 weeks from date of execution. This can be impacted in either direction based upon your
readiness and unique install requirements. Actual installation and configuration of the software included in this proposal is scoped for 3
days of remote services, to include build, Install, configuration and LAT. For your environment this includes: 1 physical audio capture
server (5U) provided by VPI, a virtual server for the V -Portal application, media messaging services, and database, and a virtual server for
the MediaSense Integration server.
Installation Services Summary: (3 days)
Installation:
o Audio Capture Node Installation- physical serer at PD
o Vportal Enterprise and MMS/SOL configuration set up on client supplied virtual server at Data Center
o MediaSense Integration set up client supplied virtual server at Data Center
o Failover connectivity set up to MediaSense server at City Hall
o Map archiving to network managed storage and auto -purge after 12 months
o VP append, for 20 workstations to support'Keep on Demand' on Cisco phones
o Login for 7 consoles
o Live Monhor/Instant Replay for 7 consoles
o UAT Testing and Validation
Integration Services Summary: (1/2 Day)
• Scripting for Keep on Demand for 20 Cisco phones triggered by VP Append
• DTMF extraction
Training Summary: (1 and 1/2 Days of remote training)
• Interaction Fundamentals
o Call Recording Search & Discovery
VPl version October 11, 2012
o General Actions
o Incident Recreation
0
User Admin training
o User Group / Role Setup
o General Admin Tasks
• Quality Assurance
o Perform Evaluations
o Schedule Evaluations
o Instant Analyzer and Calibration
o Use of Smart Evaluation tools
o Business Rules
• Coaching
o Module Explorer
o Adding Modules
o Creating Collections
o Managing Activities
o My Coaching Review
o Categorizing Modules
Soeelal Requirements and Notes:
City of Fayetteville will utilize Cisco MediaSense to record all Cisco IP Phones. Cisco MediaSense records during hold for call scenarios
(This meets City of Fayetteville's primary requirement). VPI will serve as the search & playback implement for the Cisco MediaSense
solution. This solution requires 3 servers, V -Portal, VPI MediaSense Integration Server, and Analog Capture Node. VPI will provide
physical Analog Capture Node, City of Fayetteville to provide virtual servers for both V -Portal and MediaSense Integration Server. All
analog channels will be recorded by VPI Analog Capture Node. All recordings will be centralized on Enterprise V -Portal Server. City of
Fayetteville will supply and install SQL Standard on the V -Portal Server. System will be configured to rapture dialed digits from Vesta
Consoles. Analog Synway board will be configured by VPI for VOX emulation for DTMF extraction. Audio gain control adjustment per
channel basis will be provided by VPI at administration level. Real -Time monitoring of events and error notification as well as SMTP
messaging will be provided.
Environment
Below is a diagram of your technical environment and VPI's integration to that environment.
[continued next page]
VPI version October 11, 2012
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--------------------
Payment Terms:
$9130 due net 30 days from execution of the agreement
$55294 due upon completion of 45 day trial period from Installation
$64424: TOTAL
If after trial period VPI has failed to complete project as expressly defined herein the $9130 payment will be returned to
Fayetteville Police Department and contract will be null and void.
VPI version Oclober 11, 2012
Attachment No. 5
Statement of Work
Author: Donald Marek
Inside Sales Manager PS and S
Date: September 9, 2014
EXECUTIVE OVERVIEW
VPI is pleased to present this Statement of Work (SOW) to the City of Fayetteville for the services outlined in this
document. The City of Fayetteville has decided to install VPI's products into their emergency dispatch
environment. As part of the installation VPI has determined the Services below will be needed and has provided
this statement of work associated with their delivery.
PROJECT SUMMAF
VPI will ship server, analog boards, and IPR dongle to City of Fayetteville's location. VPI will provide remote
support of COF's IT team with installing 123 channels of voice recording: 40 channels of analog inputs from
conventional radio system, Vesta Pallus consoles, and analog trunks using VOX. VPI will also provide the interface
to Cisco Media Sense recordings for 63 phones with built-in conference bridge located at 100 West Rock and 20
phones with built-in conference bridge located at City Hail Licensed software for 6 desktops, Quality Assurance
and Coaching modules, will be installed as well as the ability to 'keep on demand' for 10 Cisco Administration
phones at West Rock and 10 at City Hall. This will be accomplished by setting up a physical server as a node on
the LAN at 100 West Rock with connectivity via amphenol cable to the analog punch blocks. This virtual instance
will provide the front end for search and replay of the Cisco Media Sense recordings.
The system will require more than one server. An additional City of Fayetteville provided physical host server
with a virtual instance of MS Server 2008 will be set up by City of Fayetteville as a node on Data Center LAN. VPI
will supply a 51.1 with a 1 TB RAID 1 with a MS Server 2008 64 bit OS. City of Fayetteville shall provide 2 virtual
servers that meet current VPI VMware specifications (per the emailed "Solution Design Workbook" document
already received by City of Fayetteville): one for the V -Portal Enterprise server and one for the VPI MediaSense
Integration server. The system shall be compatible with Windows 7 desktop operating systems and supports IE
V10.
City of Fayetteville will provide NAS/SAN for archiving. Upon request, VPl can recommend as to sizing with an
estimate of number of calls per year and average duration.
VPI version October 11, 2012
VPI's system interfaces with Cisco MediaSense Release 10.0. Cisco MediaSense records conversations on the
network rather than on a device. VPI's interface is capable of accessing and utilizing recorded call audio and
metadata from Cisco MediaSense.
VP['s system hardware uses an open architecture and complies with the latest NENA standards for next -generation
technologies; all hardware parts, assemblies, and components contained in the recorder are non-proprietary. VP1
allows commercially available off the shelf (COTS) hardware from major manufacturers for use by its customers.
It is possible for Fayetteville Police Department to supply the recording server hardware. This helps to prevent
hardware -related end -of -life challenges- Server specifications are outlined below:
irSpedfrmtions:
processor Type: Intel Xeon quad rare
Nambermnressors: 1
processorspmd. 2.26 GHz or Higher
Told RAW(Ge): 8
operating System. See"Supported OS Matrix"
Required OrsliSets. 2 (minimum 7,200 rpm drives)
Database: MlcrosoftigA 2aoS/2012Server(Sxpress, Standard or Enterprise Based upon Database Sizing Calculations)
Nerwancing: Gig Ethernet Card
titlonal Requirements
-Supports Unto 192channels of AudloCapture. and Upto 3096 VldeoCapture of Standard WlMows Worlatatlons.
- Video Recording of rhlrrGientSaean Activity Not Supported on "Ail -In -one" Serverconfigumbons.
- Requires Adequate NUmbarof pct-Xor pct-eSlotstoAocommndale Required Voice Interface Boards
-Voice interface Boards are Full-length, Full -Height Boards
- Minimum RAM requirement for Windows 7 -based server is AGB.
Nate: Far applications where PCI-Compllance Media Scrubbing will beused, Were quailing, please contact VPI Professional Services fora Media
Manager assesvaent Dependingon hourly onvolumasand peroentageofcalrsthat requirescui hing adi itionat Media Managersmay, be required.
k Partirianing Requirements:
Nile: Dedicated RAID sets and dedicated drives am used to ensure pmparperfamunce in regard to database 1/0 and media storage. Not providing these
dedicated resources cadd cause peor appheafon pe&rmonce
Disk Set R] 1)105042 oiskSdbs(Opllond)
MUSt Be RAID -2 RAIPl «RAins RAIQl orflAIP6
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e VPI's system is Next Generation 9-1-1 ready with respect to both system architecture and features.
VPI version October 11, 2012
When FPD upgrades or replaces hardware the VPI licensed Software is transferable onto the new hardware with no
need for additional VPI Software License Fees for the same version of the VPI Software.
• It is possible to configure the VPI system for the central database to reside on a separate server, to collect and store
data from multiple recording nodes and allow for centralized, unified access to all data, regardless of their origin.
• The VPI solution is designed around Open Service Oriented Architecture (SOA) Framework and provides for sharing
of information and processes.
• VPPs system is compatible with desktops running Windows 7 and newer operating systems and utilizing Internet
Explorer 10.
• VPVs solution is available with a Web based browser interface to allow for unified access to one or multiple sites and
servers for:
o user functions such as search and playback of calls, quality evaluations, and el -earning.
o system administration functions, such as unified user, group and security access role configuration across
servers and sites.
• VPI's system utilizes a MS SQL database for centralized management of and access to all attributes of all recorded
communications regardless of the number of servers and sites involved.
• VPI's system syncs time and date even when there is no recording taking place and automatically adjusts to provide
automatic daylight savings time compensation.
• VPI's application allows for the use of the same hardware platform when migrating from traditional analog or TDM
telecom to VoIP recording.
• VPI CAPTURE can run on a variety of standard, industrial grade servers, configurable with multiple degrees of
redundancy (redundant, hot-swappable hard drives, power supplies, fans and more), up to a completely redundant
configuration with no single point of failure, capable of handling heavy multimedia communications traffic.
• VPI's recorder software runs on Windows® Server 2008 R2 64 bit
• VPPs system utilizes secure Web based user interface with options for personalization for improved efficiency of
individual users. The Web based user interface enables each user to customize and personalize their own homepage;
in addition, for improved efficiency and convenience personalization can be done centrally and then "pushed out" to
other employee's profiles.
• VPl's software application allows administration from the Web interface; making it possible to administer the system
(create, edit, and delete users/employees across multiple servers) for one or multiple locations - all changes made
must be automatically replicated out to the recording servers as applicable.
• For a quick ad hoc performance view of the agency's activity it is possible for management to select the desired
reports and their format to be automatically presented on the VPI landing page: My VPI upon login and refreshed in
real time.
• When using VPPs Vportal application it is possible to configure login for selected users from different multiple
active directory domains in such a way that the users are presented with search and playback interface right after
login with no other navigation within the system required.
VPI version October 11, 2012
VPI's system allows for simultaneous recording on multiple channels and playback on unlimited number of remote
workstations without loss of any data and without deterioration to the rest of system processes.
• The system is capable of recording a phone call from the time the call is answered until the call is disconnected or
transferred. This includes recording audio when the call is placed on hold. While a call is "on hold" the system will
continue to record any conversation or background noise. The call can be recorded as a single file for continuous
playback, as opposed to divided into segments requiring several selections to be made in order to listen to the call in
its entirely.
• Original recordings are capable of being secured/protected, and verifiable via watermarking upon export,
• VPVs system allows a user with access rights to select any channel for real time monitoring. Real-time monitoring
interface is available in web browser -based system interface.
• VPVs system logs all user activities within the system into an audit log. The audit log data is searchable and
presentable in a heat map and report format for analysis.
• Each VPI recording server is expandable to a minimum of 394 channels through the addition of voice resource
boards and/or VPI Software Licenses, as applicable for different types of recorded devices.
• VPI's system is capable of recording any combination of analog, TDM and VolP telephone, traditional and P25
radio, text communication, and Next Gen 9-1-1.
• VPPs system has an unlimited number of playback licenses and unlimited number Real Time Live Monitoring
licenses at no additional cost,
• The VPI system's media management function is capable of automatically assigning a unique, sequential ID to each
recorded interaction for tracking of physical location of each recording.
• VPl's system is capable of decoding all dialed digits (DTMF).
• VPI's system allows search and playback from an unlimited number of remote workstations at no additional fee.
• VPI's system includes real time monitoring and quick access to recordings and playback within the systems browser
based application.
• There is no requirement for downloading any proprietary application onto any employee's workstations in order for
these users to have access to the recordings for playback, reporting, and other user functions of the VPI recording
system.
• if multiple recorders are linked over a LAN, WAN or MAN network any remote workstation with rights must be
able to search across recordings captured by multiple recorders in one step as if the multiple VPI recorders were one.
• Call recordings are displayed in energy bar format displaying decibel strength during playback, to allow for visual
assessment of sound strength vs, silence during the call.
VPI version October 11, 2012
• Presentation of data categories and their layout (e.g. sequence of spreadsheet columns containing different types of
data, etc.) in search and playback interface (Vportal) are easily customizable with no need for VPI's involvement in
this process,
• The user's workstation can playback voice calls with running elapsed time and recorded time indicators and display
all call reference information during replay along the graphical timeline view to include both telephone and incident
events.
• Retrieved recordings within the playback screen are able to be arranged by "double sort" functionality in any data
column (time/date, channel number, duration, station name, attachment or other categories).
It is possible to easily select single or multiple calls for playback in a media player window that provides their
graphical representation along applicable timeline segment within Vportal.
• It is possible to select only a section of a call (or call group) for repeated loop playback via simple drag and drop
interface, to easily analyze a significant section of the recordings within Vportal.
• During multi -call / multi -channel playback of overlapping recordings, it is possible to selectively mute individual
recordings to aid in understanding what was actually said within Vportal.
• It is possible for the system to show the incident events graphically along the media player's timeline for one
recording or more recordings played back in a group.
• Searches can be made through a query or series of queries (user -selected filters) to the central call database via
simple, secure, browser based interface to allow for prompt retrieval of all calls that fit the specified criteria.
VPI's system allows for customizable default for the selection of recordings presented automatically upon login to
the system's call search function, such as "all today's calls for my group."
• Individual calls from the search results are presentable as graphical blocks, where color of a block shall indicate call
duration and size of the block can be determined either by call direction (incoming / outgoing) or call count. This
same interface allows for fast and easy analysis of presented information, e.g, which call taker handles the most calls,
whose calls tend to be the longest, etc. This is within VPortai's ]teat map presentation of data.
• Search for recordings involves a single query or series of queries to the call database via simple interface to allow for
prompt retrieval of all call recordings that match the specified criteria. Available Search Criteria are to include but
are not limited to the following:
o Date
o Time
o Customizable Channel Name
o Channel Number
o Call Duration
o Call notations, flags
o DTMF Codes
o Extension Number
o Call Direction (incoming or outgoing)
o ANVALI
o Caller ID
VPI version October 11, 2012
• It is possible to select a custom set of filters that are displayed with search results to be instantly accessible for
refinements. These filters can be selectable from any data captured with recordings (e.g. show last (minutes, hours,
days), call duration, channel, incident type, channel, fWl, etc.) and shall also include standard pop-up calendars.
• VPI's user interface allows for the presentation and playback of multi -call incidents:
o in real time as they occurred where some call recordings may overlap with others along the timeline
o in sequence, where the multiple calls are played back in a chain without overlapping and without playing
silence between calls
• VPI's system allows each user to define custom searches, label them with custom names and save them for future use
- associated with that user's login and password data and automatically available to the user upon login.
• VPI's system will append notes, images, video clips and documents to individual calls or to scenario assemblies, and
automatically tracks and displays which user added which note and when.
• VPI's system will flag a call and/or add custom comments even while the call is still in progress.
• VPI's system has an interface for importing and saving photos, videos, and documents and attaching at various time
points within specific recordings as additional types of evidence.
• VPI's system permits tagging calls or groups of calls from remote workstations with color flags, custom icons and
alphanumeric information of unlimited length.
• The types and selection of graphical flags is customizable (e.g. a dedicated icon/legend for calls that relate to fire,
EMS, etc.) The drop down menu with the selection of flags then must present both, all available flag icons and their
definitions - for easy association of the most appropriate flag with each recording by the type of call as needed.
• VPI's system provides a graphical report that displays and organizes flagged recordings according to their type as
determined by the color and shape of a flag.
• This graphical report provides for immediate access to recordings for playback right from the report; simply by
clicking on any recording that is presented in the report.
• It is possible to easily group and associate related recordings as needed - either manually or via an automated system
process where recordings are organized into groups by a common parameter within VPortal.
• It is possible to view, playback, and export these assembled incidents along with associated documentation that is
attached to various time -points within individual recordings, such as images, video clips, documents and text notes
within Vportal
• VPI's system is capable of activating a spoken time announcement to be associated and exportable with specific
recordings.
• VPI's intuitive interface includes a quick and simple access to e-mail functionality allowing authorized users to
create and send e-mail messages with the desired recording either attached or provided as a link (authentication into
the system must be required for starting playback).
When the recording is exported as a file it is possible to set up a password for access to playback of that file by the
recipient.
vpi version October 11, 2n12
• The VPI system offers two options for emailing recordings as files:
o Option for a combination of recorded call or multi -call interaction along with self-contained media player —
for both, playback convenience and protection of the recordings from tampering,
o Option for an export of actual .way files representing recordings — granted to specifically authorized users
only
• Tagging of calls in progress easily allows for marking recordings in progress for retention or deletion by authorized
users such as non -emergency call processing personnel in administrative offices.
• V PI's Instant Recall feature is available with a browser based interface to quickly access and replay last
administrator -selectable amount of recordings
• This Instant Recall solution allows for custom configuration of the amount of recent recordings available for
playback.
• It is possible to configure VP1's system to allow each call taker to access his or her own recordings only while their
supervisors shall have instant access to recordings of multiple call takers whom they are responsible for.
• VPI's Instant Recall system automatically recognizes each user's access rights upon his or her login and
automatically presents the set of authorized recordings in a spreadsheet -like view, along with the extensive set of
alphanumeric attributes. It is possible to set up this view for periodic, automated refreshing.
• The Instant Recall interface includes sort options of any data presented with recordings.
• It is possible to access live monitoring on the same screen (such as in a split screen interface) as instant recall for fast
convenient access to current and most recent calls.This same Live Monitor/ Instant Recall Interface also is able to
show a graphical map of current activity on all channels.
• The Live Monitor Interface is able to show current channel activity in real time by channel name as well as by call
taker or dispatcher being recorded.
• It is possible to start live monitoring, without delay, of any call in progress directly from the graphical map of current
channel or call taker / dispatcher activity simply by clicking on that channel's icon.
• VPPs Live Monitor application plays calls back in real time to allow supervisors the ability to listen to calls/radio
traffic as they are happening
• VPI's system allows for playback off the current recording media without interruption of the recording process
regardless of the system's mode of operation.
• The VPI system allows for mapping archiving onto a network based storage device, such as NAS, at no extra charge
for enabling this feature. The system also allows for archiving to separate storage locations as long as it is UNC
addressable and can handle long file names.
• The VPI system also optionally allows for automated storage of different types of recordings for different periods of
time, based on pre -defined sets of call attributes or other user- defined parameters such as colored flags, comments,
or notations.
VPI version October 11, 2012
• When recording of multiple sites is involved, it is possible to define different periods for retention of recordings for
different sites and for different types of recordings within these sites.
The retention periods are definable by an authorized system administrator and must allow for grouping of recordings
for multiple retention periods (e.g. group "A" to be automatically stored for 30 days, group "B" for 60 days, group
"C" for XYZ days, etc.) Retention rules can be based on any telephony data collected by the recorder at the time of
recording (data sets vary by solution) — examples of data elements that could be used: channel, agent, extension, dnis,
talk group. Additional business rules can be created to adjust retention criteria after storage based on if QA was done
on a recording (example extend retention to 2 years for all calls that have been evaluated) or keep all calls recorded
during this time frame for 10 years due to a legal hold. Development of business rules would require additional fees
for services.
The VPf system supports distributed recording with a central archiving process so that the recording server/s can be
located at multiple sites but the files, the workflow, the user interface server, and the security parameters can be all
accessed and handled centrally.
• The VPI system is capable of archiving independently on industry standard non-proprietary LAN attached storage
devices for instant access and simultaneously onto separate storage locations.
• The VPI system comes with embedded interface for redaction of audio or video recordings, including the ability to
add silence over specific portions of the audio or video files of which you have created a copy of within VPortal.
• The system protects the integrity and authenticity of original recordings. No original file can be modified or deleted.
Redacted files are saved as copies of originals.
• VPI's redaction tool allows for inserting silence on top of a copy of the original file, so that the duration of recorded
calls is not affected and remains true to the original recording.
The redacted copy of the audio or video files (recordings) can be saved within the application and are exportable for
playback externally.
• The recorder's scenario recreation feature allows for inclusion of both telephone and trunked radio recordings.
• The VPI system supports Agency Partitioning; enhancing control over which resources are recorded by which agency
or department.
• The VPI recorder uses a serial feed for ANI/ALI to add this information as searchable criteria within Vportal.
• The recorder is capable of direct integration with City of Fayetteville's CAD system. Additional services would need
to be charged for this integration; the integration monitors fields in non -mission critical database of CAD and when
populated adds to the call record as searchable data.
• The recorder allows for easier less expensive migration to recording of VoIP systems in combination with traditional,
circuit -switched systems.
• It is possible to transfer data between different recording software versions so that none of this recorded data is lost
during an upgrade.
VPI version October 11, 2012
• The system is capable of utilizing an external time source or an existing server on the network for synchronization of
date and time.
• The system is not/designed to allow access to and playback of recordings without secure login into the application.
• The system provides multiple levels of security including access to specific groups of call recordings down to the
channel level of access.
• The System Administrator is able to restrict call exporting capabilities including the ability to email or otherwise
export calls on a per user basis.
• The VPI system provides authentication integration in order to follow central user security settings from Windows
Active Directory with multiple domains.
• The VPI system provides ABS 256 bit encryption of Media according to federal standards.
• The system protects the integrity of all recordings and provides for the confirmation of their authenticity via
watermarking.
• User alarms are configurable through the VPI Software. The system is capable of generating multiple alarms,
including visual, audible, mobile phone, and e-mail to assigned personnel. It is possible to route alarms pertaining to
different alarm conditions to different recipients.
• VPI's system is compatible with network monitoring system via SNMP traps or Syslog. It allows for the monitoring
and reporting on the status of the recorder and related equipment.
• The system includes built-in diagnostic software that will automatically monitor the status of the equipment and
initiate audible and visual alarms in the event any failure/s or disruption of the operation, recording, or archiving
process.
• The system provides a searchable error log to keep track of alerts and errors.
• The system provides for channel inactivity alert.
• The system provides capability for notification of alarms related to errors associated with system performance.
Alarming details are capable of being sett by the system administrator and of allowing for at least four different
options for routing the alarm message, such as e-mail, mobile phone, network pop-up, audiovisual alarm at the
recorder, etc.
City of Fayetteville will utilize Cisco MediaSense to record 72 Cisco IP phones. The VPi system will serve as search
and playback interface for Cisco MediaSense solution. This requires a VPI transcoding server. All recording will be
centralized on Enterprise V -Portal server. As the diagram indicates, this can be a virtualized server. City of
Fayetteville will provide the virtualized server.
SQL Standard required for Enterprise V -Portal server, and is to be supplied by City of Fayetteville.
VPI version October 11, 2012
Analog boards must be configured for VOX emulation for DTMF extraction.
Real time monitoring of events and error notification is supported.
Archiving will be mapped to City of Fayetteville provided NAS/SAN with automatic purge based on retention of
365 days. City of Fayetteville is responsible for deletion of actual Cisco MediaSense recordings.
City of Fayetteville will have the ability to utilize VPI's Live Monitoring and Instant Recall interfaces.
A "keep on demand" functionality for 10 Cisco IP phones at West Rock and 10 at City Nail are included.
IPX board is included in the proposal to accommodate migration to Next Generation 9-1-1 with IP handoff that is
planned in near future. Additional services would be required to do such migration.
VPI version October 11, 2012
VPI TRAINING PROVIDED
Administration Training
Training on the VPI Empower Administration module is targeted to your organizations' User, Group, and System
Administrators with focus emphasized toward achieving proficiency in the understanding of users, groups, and
roles and how they relate to each other within the Empower Suite. Administrators will gain knowledge pertaining
to the various customizable features of the Empower Suite; such as page and column layouts, creating flags,
specific registry settings, the use of business rules to automate certain functions, as well as the use of the audit
log to monitor activity within your system. Upon completion of this module, Administrators will achieve a level of
comfort that will empower them to perform ongoing support for your business users when needed.
sen�ice Task Title
User Group & Rale Management
Trainer
1.00
Buslness Rules Administration
Trainer
0.25
Registry
Trainer
0.10
Search Column&Search Grid
Trainer
0.20
Flag Creation
Trainer
0.10
Administrative Reports
Trainer
0.10
Audit Events
Trainer
0.25
Categorising Modules
Total Hours Per service:
2.00
Coaching Training
Training on the VPI Empower Coaching module is targeted to your organizations' Management and Training
personnel with focus directed toward achieving proficiency in the use of the Empower Suite's learning
management system. Attendees will gain an understanding of how to load, effectively manage, maintain, and
deliver content via the Empower Suite. Upon completion of this module, your staff will have the knowledge
needed to drive change In your organization through the use of shared information and directed learning
activities.
Module Explorer
Trainer
0.50
Adding Modules
Trainer
0.50
Creating Collections
Trainer
0.25
Activities Explorer
Trainer
0.50
Creating Activities
Trainer
0.50
Managing Activities
Trainer
0.25
My Coaching Review
Trainer
0.25
Categorising Modules
Trainer
0.25
Total Hours Per Service:
3.00
VPI version October 11, 2012
Dashboards Training
Training on the VPI Empower Dashboards module is designed to empower your Supervisors and Managers with
an at -a -glance view into the key performance indicators that matter most to you and your organization, The
course will cover how to deploy and configure widgets, create tabular views of important metrics, and how to
create and deploy user configuration templates that will ensure a unified view throughout your teams. Upon
completion of the Dashboards module, your staff will have the knowledge needed to configure their VPI
dashboards with the data that they require to stay informed and focused on in their daily activities.
Interaction Explorer Fundamentals Training
Interaction Explorer Fundamentals teaches your Supervisors/Managers/Administrative Staff/Quality Analysts
how to best utilize the interaction explorer to retrieve and work with interactions.
Using Dashboards
Trainer
0.25
Creating Tab Views
Trainer
0.25
Adding Widgets
Trainer
0.25
Configuring Widgets
Trainer
0.25
Record Details Review
Total Hours Per Service:
1.00
Interaction Explorer Fundamentals Training
Interaction Explorer Fundamentals teaches your Supervisors/Managers/Administrative Staff/Quality Analysts
how to best utilize the interaction explorer to retrieve and work with interactions.
online Help Training
Training on the VPI Empower Online Help module is targeted at all users of the Empower Suite. The'Help'tab is a
valuable resource that can be leveraged to quickly answer questions that may arise during the use of the system.
Upon completion of this module, you will be equipped with a greater understanding of this ever-present resource
and the knowledge to navigate it rapidly.
— .
service Task TitleResource Required Resource Hours Required
Using Online Help Trainer rr
Total Hours Per Service; 1.00
VPI version Oclober 11, 2012
Search & Discovery
Trainer
D33
Playback Media
Trainer
0.33
Flagging Records
Trainer
0.25
Exporting Records
Trainer
0.50
Record Details Review
Trainer
0.16
Heat Map Review
Trainer
0.16
Analysis Grid Review
Trainer
0.16
Interaction AsseMbly
Trainer
0.16
Redaction
Trainer
0.16
Reports
Trainer
0.16
Login to VPcrtal and overview
Trainer
0.25
Total Hours Per service:
2.62
online Help Training
Training on the VPI Empower Online Help module is targeted at all users of the Empower Suite. The'Help'tab is a
valuable resource that can be leveraged to quickly answer questions that may arise during the use of the system.
Upon completion of this module, you will be equipped with a greater understanding of this ever-present resource
and the knowledge to navigate it rapidly.
— .
service Task TitleResource Required Resource Hours Required
Using Online Help Trainer rr
Total Hours Per Service; 1.00
VPI version Oclober 11, 2012
Quality Pro Training
Training on the Quality Pro module of the VPI Empower Suite:
Reports Training - Empower Suite
Training on the VPI Empower Reports module is targeted at your management staff and will provide them with
an understanding of the various reports available within the system. Attendees will also gain an understanding of
how to configure and utilize the scheduling service to automatically run reports during off-peak hours, allowing
them to free up their time to focus on day-to-day business during business hours.
Reports Trainer 1.50
Scheduling Reports Trainer 0.50
Total Hours Per Service: 2.00
City of Fayetteville has sole responsibility for all data. VPI assumes no liability for any data loss scenarios.
This SOW defines the considerations for the project and specifically excludes responsibility or liability for
data loss.
City of Fayetteville will be responsible to provide access to key personnel as necessary.
Provide all passwords as necessary.
• Provide any network documentation relevant to this SOW.
• Provide free access to all documentation related to this SOW.
• Maintain responsibility of all hardware and software not licensed by VPI pursuant to the VPI Software
License and that pertain to this SOW.
If delays are Incurred resulting from matters within City of Fayetteville's control, City of Fayetteville will be
billed for these delays.
• City of Fayetteville is responsible for advising VPI in writing in the event that the "Assumptions" or any
"City of Fayetteville Responsibilities" as detailed in this document are incorrect, have changed or are no
longer applicable.
VPI version October 11, 2012
Perform Evaluations
Trainer
0.75
Schedule Evaluations
Trainer
0.50
Search & Discovery
Trainer
0.50
Create Evaluation Forms
Trainer
1.50
Manage Evaluation Forms
Trainer
0.25
Heat Map Review
Trainer
0.25
Analysis Grid Review
Trainer
0.50
Flnalbe Evaluations
Trainer
0.15
using smart Evaluation Tools
Trainer
1.00
Business Rules
Trainer
1.00
Sidlls
Trainer
0.25
Total Hours Per Service:
6.75
Reports Training - Empower Suite
Training on the VPI Empower Reports module is targeted at your management staff and will provide them with
an understanding of the various reports available within the system. Attendees will also gain an understanding of
how to configure and utilize the scheduling service to automatically run reports during off-peak hours, allowing
them to free up their time to focus on day-to-day business during business hours.
Reports Trainer 1.50
Scheduling Reports Trainer 0.50
Total Hours Per Service: 2.00
City of Fayetteville has sole responsibility for all data. VPI assumes no liability for any data loss scenarios.
This SOW defines the considerations for the project and specifically excludes responsibility or liability for
data loss.
City of Fayetteville will be responsible to provide access to key personnel as necessary.
Provide all passwords as necessary.
• Provide any network documentation relevant to this SOW.
• Provide free access to all documentation related to this SOW.
• Maintain responsibility of all hardware and software not licensed by VPI pursuant to the VPI Software
License and that pertain to this SOW.
If delays are Incurred resulting from matters within City of Fayetteville's control, City of Fayetteville will be
billed for these delays.
• City of Fayetteville is responsible for advising VPI in writing in the event that the "Assumptions" or any
"City of Fayetteville Responsibilities" as detailed in this document are incorrect, have changed or are no
longer applicable.
VPI version October 11, 2012
• By signing and dating the Project Acceptance and Authorization page, City of Fayetteville acknowledges
and provides approval for VPI to begin to examine City of Fayetteville's current network, systems, and any
existing documentation and begin working on the project.
• City of Fayetteville will assign a point of contact to play an active part in system planning, progress
meetings, and any other decisions that require input.
• The point of contact will have the authority to make system planning decisions and, unless VPI is informed
to the contrary, they will also have the authority to authorize system related expenditures.
Services and time estimates in this SOW are based on the key assumptions that follow along with any and all that
may arise during the Development Phase. Further, key assumptions may also change based upon Change Order
requests or the provision of updated information by City of Fayetteville. Material changes to these assumptions
may require adjustments to the time estimates, deliverables, or tasks. These adjustments will be managed
through the change process detailed in the Change Management Section.
• VPI has made every attempt to accurately estimate the time required to successfully complete the
project. City of Fayetteville acknowledges all listed Assumptions and City of Fayetteville Responsibilities;
and agrees that should these not be met, if impediments or complications arise, or if changes in scope are
requested or required, the length of the project and associated price could be impacted.
• System Access will be provided to VPI resources to perform defined tasks.
• It is assumed that City of Fayetteville resources will be made available throughout this engagement. The
resources made available should be subject matter experts on the particular area of business being
reviewed.
• City of Fayetteville is fully responsible for software licensing of third party components. Licensing for MS
SQL 2008 Standard is required to be supplied by City of Fayetteville.
• The physical host server will need a USB port to enable use of an HPX dongle.
• City of Fayetteville to provide VPI with system accounts to perform testing and discovery as related to the
work outlined in this statement of work. Systems needed and access levels are yet to be defined.
• It is assumed that all work estimates provided in this document are independent of Travel and Expenses.
The following risks have been identified for this SOW. Descriptions of the risk and mitigating approach have been
provided:
• SOW changes — If the required functionality changes from the scope of this document, these changes will
have an impact on the effort to deliver the deliverables defined. Identification of these changes early in
the process and quick approval of the necessary change documents will be imperative to ensure that
goals are met.
• City of Fayetteville Resource Availability — This SOW assumes the necessary resources from City of
Fayetteville will be made available for this project. If these resources are not available, it may adversely
affect the deliverables of this SOW. It is recommended City of Fayetteville identify the required resources
and make modifications to their workload to accommodate the workload spelled out in this SOW.
• Unknowns —This SOW is a best attempt effort to estimate the work needed for a project that is replete
with unknown variables. As systems and sites are reviewed, additional work may be uncovered. These
additional work items will be handled through the change management process outlined in this
document. Unknowns may affect the deliverables, budgets, or both.
VPI version October 11, 2012
Should the Parties desire to change the scope of this SOW, they will notify each other in writing (which may be,
via electronic communication), attempt to agree on the changes and issue a written Change Order detailing the
impact to deliverables, cost, and schedule. City of Fayetteville shall not be obligated to pay for any modification
to the Services and VPI shall not be obligated to perform any modification to the Services in the absence of a duly
executed Change Order signed by the Parties hereto.
[END OF SOW]
VPI version October 11, 2012
City of Fayetteville, Arkansas - Budget Adjustment Form (Legistar)
Budget Year Division: Police Adjustment Number
2014 Dept.: Police
Requestor: W. Newman
BUDGET ADJUSTMENT DESCRIPTION / JUSTIFICATION:
Savings recognized from the 2014 WCSO Jail Contract to be used for the purchase of a new Telephone Recording
System for the Central Dispatch Center.
COUNCIL DATE: 11/18/2014
LEGISTAR FILE ID#: 2014-0465
(3GiY'ITvwal FeV/
10/30/2014 2:24 PM
Budget Director
TYPE:
DESCRIPTION:
Date
GLDATE:
RESOLUTION/ORDINANCE POSTED: /
v.20140829
TOTAL
Increase / (Decrease) Proiect.Sub#
Account Number Expense Revenue Project Sub AT Account Name
1010.2900.5315.00 (70,706) EX Contract Services
1010.2600.5801.00 70,706 14020 1 EX Fixed Assets
C:\Users\dmccoy\AppDofa\Roaming\L5\Temp\6a006c92-d894-4b1 b-a712-8f894af4ddfb 1 of 1
NORTHWEST ARKANSAS DEMOCRATGAZERE
NORTHWESTARKANSAS THE MORNING NEWS OF SPRINGDALE
THE MORNING NEWS IL
MES
NEWSPAPE16LLC BENTONHCOUNTYDAILY EECORD
212 NORTH EAST AVENUE, FAYETTEVILLE, ARKANSAS 72701 1 P.O. BOX 1607, 727021479,44&17001 WWW.NWANEWS.COM
AFFIDAVIT OF PUBLICATION
I, Karen Caler, do solemnly swear that I am the Legal Clerk of the
Northwest Arkansas Newspapers, LLC, printed and published in
Washington and Benton County, Arkansas, bona fide circulation,
that from my own personal knowledge and reference to the files
of said publication, the advertisement of-
City
f
City of Fayetteville -
Ordinance 5721
Was inserted in the Regular Editions on:
November 26, 2014
Publication Charges: $ 175.50
or 0 - r111111sa; U.)
Subscribed and sworn to before me
This 1 day of '�)fe 2014.
Notary Public
My Commission Expires:�Z�7y
CATHY WILES
Arkansas - Benton County
Notary Public - Comm# 12397118
My Commission Expires Feb 20, 2024
1: - - - - - - - - - - - -
**NOTE**
Please do not pay from Affidavit. Invoice will be sent.
RECEIVED
"EC 4 2 2014
FAYETTEVILLE
- RR50FFICE