HomeMy WebLinkAboutItem 04 - Multimedia ServicesMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: .
MEETING DATE: MARCH 4, 2014
SUBJECT: RESOLUTION FOR A SOLE SOURCE PURCHASE OF
MULTIMEDIA SERVICES AND APPROPRIATION OF FUNDS
City Council to consider approval of a resolution authorizing the sole source purchase of
multimedia services from Swagit Productions, LLC for City Council and Planning and
Zoning Commission meetings for $72,246 as well as $1,714.85 for fiber optic cables
from Cingl Telecommunications and appropriating funds from the unappropriated
balance of the General Fund in the amount of $73,960.85.
FUNDING SOURCE:
Funding for this purchase will be financed by appropriating $73,960.85 from the General
Fund unappropriated balance to account 100 - 44540 -102 -1 (Professional Services).
BACKGROUND:
This procurement will be made as a sole source in accordance with Local Government
Code Chapter 252, Subchapter B, § 252.022. General Exemptions (a)(7)(A).
This service will provide live, online streaming of City Council meetings and Planning &
Zoning commission meetings. It will also provide video indexing by agenda item,
available the day following the meeting. This will allow users to go directly to the agenda
item that they are interested in viewing.
The live- streaming and archiving of City Council and Planning & Zoning Commission
meetings requires the installation of cameras and equipment in the Council Chambers,
P &Z Conference Room and audio visual room.
Staff met with three companies that market multimedia services. Swagit Productions is
the only vendor that can operate the cameras from their remote facility thus saving the
expense of hiring additional staff.
At the February 18th meeting, Council tabled action on the item pending further
information. Staff met with Swagit Productions to clarify the following issues:
11:47:57 AM 2/27/2014
• Usage count — Swagit uses Google Analytics to provide statistics on site usage
and will provide monthly usage reports to the City.
• Security — Swagit engages a redundancy protocol. Video is stored on their local
network in Plano, stored offline and saved at another co- location site. All
meetings will be available for on- demand viewing but with no right -of- access to
download. The agreement provides that the video content belongs to the City
and will be maintained by Swagit as long as the City continues use of their
services. Should either party terminate the contract, Swagit will return the video
contents to the City. Section 3.10 has been added to the contract allowing the
City to directly download the meetings from Swagit's FTP site. DVD's of these
downloads will be maintained by the City Secretary's Office.
• Subscription fee — The Scope of Services contains an automatic renewal clause
and as along as the contract is in effect, the fees will not increase.
The agreement has been reviewed and approved by the City Attorney and is attached
for review. Ms. Natascha Ross from Swagit Productions will be available to answer
questions.
Approval of this item will be for the one -time purchase of equipment and fiber optic
cables and for an annual agreement for the filming, streaming and hosting of the videos.
The purchase and installation for the Council Chambers, P &Z Conference Room and
audio visual room amounts to $57,460.85 and will take 30 -60 days. The annual
subscription fees to stream and archive City Council and P &Z Commission meetings is
$16,200. Staff recommends approval.
10:43:26 AM 2/27/2014
RESOLUTION NO. Ing1 -7l m Cl)i A
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS, AUTHORIZING THE CITY MANAGER
OR THE CITY MANAGER'S DESIGNEE TO APPROVE THE
SOLE SOURCE PURCHASE OF MULTIMEDIA SERVICES;
APPROPRIATING FUNDS FROM THE UNAPPROPRIATED
BALANCE OF THE GENERAL FUND AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City of Grapevine, Texas is a local government in the State of
Texas and as such is empowered by Texas Local Government Code Chapter 252,
Subchapter B, § 252.022. General Exemptions (a)(7)(A) to purchase said equipment and
services on a sole source basis; and
WHEREAS, the sole source purchase is with the only vendor that can run the
cameras from their remote facility.
NOW, THEREFORE, • • OF OF
GRAPEVINE, TEXAS:
Section 1. That all matters stated in the above preamble are true and correct and
are incorporated herein as if copied in their entirety.
Section 2. That the City Council of the City of Grapevine authorizes the sole
source purchase from Swagit Productions, LLC for multimedia equipment and services in
an amount not to exceed $72,246.00.
Section 3. That the City Council of the City of Grapevine authorizes the
expenditure of $73,960.85 for the project from the unappropriated balance of the General
Fund to account number 100 - 44540 - 102 -1.
Section 4. That the City Manager or his designee is authorized to take all steps
necessary to consummate the sole source purchase.
Section 5. That this resolution shall take effect from and after the date of its
passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 4th day of March, 2014.
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ATTEST:
AGREEMENTFOR
CITY OF '
•,
SWAGIT ..•D •
This Agreement for Video Streaming Services ( "Agreement ") is made by and
between the City of Grapevine, Texas ( "City"), a municipal corporation with offices at 200
S. Main St., Grapevine, Tarrant County, Texas 76051, and Swagit Productions, LLC,
( "Provider ") a Texas Limited Liability Company, with offices at 850 Central Parkway E.,
Suite 100, Plano, Texas 75074 effective as of the date written below.
A. The City desires to enter into this Agreement in order to obtain video streaming
services for scheduled Council meetings as outlined in the Scope of Services attached as
Exhibit "A "; and
B. Provider has available and offers to provide the personnel necessary to provide
said services in accordance with the Scope of Services included in this Agreement (see
Exhibit A attached hereto and incorporated herein); and
C. Provider is in the business of providing video streaming services for businesses
and governmental entities, and represents and warrants that it has the skills,
qualifications, expertise and experience necessary to perform the work and services to
provide and implement video streaming services as described herein in an efficient,
cost - effective manner with a high degree of quality and responsiveness and has
performed and continues to perform the same and similar services for other buyers; and
D. On the basis of and in reliance upon such representations by Provider and others
made herein and in Provider's proposal, the City desires to engage Provider to provide
the work and services described herein under the terms and conditions of this
Agreement.
For the reasons recited above, and in consideration of the mutual covenants
contained in this Agreement, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the City and Provider agree as follows:
Provider agrees to perform the following work and services for the City:
1.1 Provider agrees to provide the work and services as set forth in the Scope of
Services.
1.2 Without limiting the foregoing provisions of Section 1.1, the services to be provided
by Provider include the installation ( "Installation ") by Provider of all hardware,
software, cameras, wiring, and related equipment and materials identified and
described in the Scope of Services (collectively, the "Equipment ") within the City of
Grapevine City Council chambers located at Grapevine City Hall, 200 S. Main St.,
Grapevine, Texas 76051 (the "Site "). Before installing the same, Provider shall
deliver to the City's Director of Information Technology (the "Director "), for review
and consideration of approval, drawings or plans and specifications for such
Installation. The City's approval of any Installation or related plans does not and
shall not constitute a representation or warranty by the City that the Installation or
related plans comply with any specifications therefor or with any applicable
governmental laws, rules, codes, standards, or regulations.
68. ..�
2.1 Provider agrees to provide all of the services and Equipment set forth in the Scope
of Services and as described herein for the following amounts:
(a) A one -time charge not to exceed:
(i) Seven Thousand Four Hundred Eighty -Two and No /100 Dollars
($7,482.00) for Swagit EASE hardware /software and other related
(including, without limitation, Installation) costs (as identified and detailed on
the attached Exhibit "A ", page 3, "Streaming Video Hardware "); and
(ii) Forty -Eight Thousand Five Hundred Sixty -Four and o /100 Dollars
($48,564.00) for broadcast systems hardware /software and other related
(including, without limitation, Installation) costs (as identified and detailed on
the attached Exhibit "A ", pages 5 & 6, "Cosmos Broadcast Systems "); and
(b) Following the Installation at the Site of all Equipment by Provider and the
acceptance thereof by the City, the City shall pay to provider a monthly fee in the
amount of One Thousand Three Hundred Fifty and o /100 Dollars ($1,350.00)
for on- demand, live video streaming and remote switching (as identified and
described on the attached Exhibit "A ", page 3, "Streaming Video Monthly Managed
Services ").
2.2 (a) Payment for the work, services, and Equipment described in Section 2.1(a)(i)
and 2.1(a)(ii), above, shall be due and payable following the completion of the Installation
of the Equipment by Provider, the acceptance thereof by the City, and the receipt by the
City of an invoice from Provider for such work, service and Equipment; provided, however
that with respect to the work, service and Equipment described in Section 2.1(a)(ii), fifty
percent (50 %) of the not -to- exceed amount set forth therein (or $24,282.00) shall be due
and payable not later than ten (10) days following the date Agreement has been signed by
both parties.
(b) Payment balance for the work, services, and Equipment described in
Section 2.1(a)(ii) shall be due and payable following the completion of the
Installation of the Equipment by Provider and the acceptance thereof by the
Director.
(c) Except as set forth herein, payments will be processed on a monthly basis
with payment available within 30 days after receipt of an invoice for the
previous month's service. All payments pursuant to this Agreement shall be
paid in accordance with the Texas Prompt Payment Act, Texas Gov't Code
Chapter 2251.
(d) Should the City fail to pay any invoice that is outstanding more then 60 days,
a 5% service fee will be applied to the total amount of that invoice, not
including any shipping or sales tax.
3.1 Independent Contractor. The parties agree that Provider performs specialized
services and that Provider enters into this Agreement with the City as an independent
contractor. Nothing in this Agreement shall be construed to constitute Provider or any
of Provider's agents or employees as an agent, employee or representative of the City.
Further, nothing in this Agreement is intended nor shall be construed to create an
employer - employee relationship, a joint venture relationship, a joint enterprise, or to
allow the City to exercise discretion or control over the manner in which Provider
performs the work and services, which are the subject matter of this Agreement. As an
independent contractor, Provider is solely responsible for all labor and expenses in
connection with this Agreement and for any and all damages arising out of Provider's
performance under this Agreement.
3.2 Provider's Control of Work. All services to be provided by Provider shall be performed
in accordance with the Scope of Services. Provider shall furnish the qualified personnel,
materials, equipment and other items necessary to carry out the terms of this Agreement.
Provider shall be responsible for and in full control of the work of all such personnel.
Provider warrants and represents that all Equipment and other goods and materials
provided by Provider shall be safe, fully operational, and will not cause injury or damage to
any person or property, and that all persons provided by Provider to perform the work and
services under this Agreement shall be adequately trained and capable of performing the
work and services.
3.3 Reports to the City. Although Provider is responsible for control and supervision of
work and services performed under this Agreement, the work and services provided shall
be acceptable to the City and shall be subject to a general right of inspection and
supervision to ensure satisfactory completion. This right of inspection and supervision
shall include, but not be limited to, all reports to be provided by Provider to the City and the
right of the City, as set forth in the Scope of Services.
3.4 Compliance with All Laws. Provider shall comply with all applicable laws, statutes,
ordinances, rules, regulations, standards, codes, and executive orders of the federal, state
and local government, which may affect the performance of this Agreement.
3.5 Organization and Authorization. Provider warrants and represents that: (i) it is a limited
liability company duly organized, validly existing and in good standing under the laws of
the State of Texas, and which shall remain in good standing throughout the term of this
Agreement; (ii) it has the requisite power and authority to carry on its business as it is now
being conducted; (iii) it has the legal capacity to enter into this Agreement; (iv) the
execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement have been authorized and approved by all
action required on the part of Provider; (v) has the right and authority to sell the hardware
and software to the City; (vi) all hardware and software shall be in good working order;
and, (vii) all licenses and warranties regarding the software and hardware shall be
conveyed to the City.
3.6 No Conflict. Provider warrants and represents that the execution and delivery of this
Agreement and ancillary agreements hereto by Provider does and will not: (i) conflict with,
or result in any violation or breach of, any provision of Provider's charter documents; (ii)
result in any violation or breach of, or constitute a default under, or require a consent or
waiver under, any of the terms, conditions or provisions of any license, contract or other
agreement to which Provider is a party; or (iii) conflict with or violate any franchise, license,
judgment, order, statute, law, rule or regulation applicable to Provider.
3.7 Camera and Broadcast Operations. Although Provider is responsible for control and
supervision of work and services performed under this Agreement, the City understands
that the operation of the camera and broadcast system can be done remotely. Such
remote operation requires access via inbound TCP port 2001 and /or port 2002, outbound
TCP ports 21, 80, 443, 1935, 5721, and outbound UDP ports 53, 123. The City will need to
supply the Provider with access to such TCP and UDP ports with respect to the City's
Internet connection. If, such access is not given or the City's Internet connection fails
during operations, the Provider will not be held responsible for remote camera operations.
Additionally, in the event the Provider decides to operate such system manually, the City
shall provide access to the equipment (as identified and described in the Scope of
Services, pages 5 & 6, "Cosmos Broadcast Systems') at the Site described in Section 1.2,
above.
3.8 Warrantv. Provider warrants that: (i) any streaming server hardware provided by
Swagit not in good working order and used under normal operating conditions, will be fully
replaced for a period of three (3) years; (ii) thereafter, all costs of streaming server
hardware replacement due to any failure or caused by normal wear and tear, shall be at
the City's expense; (iii) all operating and proprietary software for any streaming server
shall be fully replaced or upgraded, at no cost to the City, for the life of the contract; and,
(iv) all hardware and software for the broadcasting equipment (as identified and described
in the Scope of Services, pages 5 & 6, "Cosmos Broadcast Systems'), shall be replaced
or fixed with respect to each components manufacturer's warranties.
3.9 Provider's Service Network. Provider's content delivery network and service level
represents that: (i) it maintains full N +1 redundancy on all service critical- infrastructure in
order to protect against outages. Multiple mirror facilities provide diverse geographic
redundancy. Within each facility servers have multiple power supplies, network interfaces
and RAID protected storage. Provider is connected to upstream bandwidth providers by
multiple gigabit uplinks, transitioning to gigabit and ten - gigabit connections to multiple "tier
1" bandwidth providers, offering route diversity and redundancy. These bandwidth
providers maintain 24/7 staffs familiar with mitigating Denial of Service attacks, should the
need arise, which they have sufficient capacity to absorb - and - filter; (ii) Provider utilizes
external, 3rd party monitoring services to track server availability metrics. This service
tracks availability from approximately 30 international points which helps isolate regional
networking issues, in addition to any centralized failures; (iii) Content is stored on
Provider's networks and viewable to the public for a period of three years or as defined by
the managed services. All content is stored and backed -up offline indefinitely during the
service term. Content can also be stored locally on the City's network for an indefinite
period of time limited only by storage capacity, with the added benefit of cached delivery to
local users. City is consulted before they exceed any storage horizon and may extend the
window for additional years; (iv) Content is stored in widely accessible formats and is
available for export at any time. Exported data will include multimedia content and
associated documents in their native format as well as any structured metadata in XML
format. Access to exported content can be via FTP, but in such an event the City is
encouraged to provide a portable hard drive to ease the transition of storage and
bandwidth intensive content; and (v) the City may verify compliance with these policies at
any time in consultation with Provider engineers and officers.
3.10 Recordings. Provider will supply the City with a DVD Standard MPEG or .vob
digital files following a meeting via File Transfer Protocol (FTP), allowing the City to burn
as many DVDs as desired.
Notice. Any notice concerning this Agreement shall be in writing and (i) sent by certified or
registered mail, return receipt requested, postage prepaid, (ii) delivered personally, or (iii)
placed in the custody of Federal Express Corporation or other nationally recognized
carrier to be delivered overnight; and addresses for such notice are as follows:
To the City's Authorized Representative
Tara Brooks
Assistant City Secretary
City of Grapevine
200 S. Main St.
Grapevine, TX 76051
817/410 -3148
To Provider:
David Owusu
Director of Streaming
Swagit Productions, LLC
850 Central Parkway E., Ste 100
Plano, Texas 75074
800/573 -3160
Notice shall be deemed given upon receipt by the party to whom it is sent.
9 •
REPRESENTATIVES, AND VOLUNTEERS OF THE CITY OF GRAPEVINE,
TEXAS, INDIVIDUALLY OR COLLECTIVELY, IN BOTH THEIR OFFICIAL AND
PRIVATE CAPACITIES (THE CITY OF GRAPEVINE, TEXAS, AND THE
ELECTED OFFICIALS, THE OFFICERS, EMPLOYEES, REPRESENTATIVES,
AND VOLUNTEERS OF THE CITY OF GRAPEVINE, TEXAS EACH BEING A
"GRAPEVINE PERSON" AND COLLECTIVELY THE "GRAPEVINE
PERSONS "), FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
JUDGMENTS, LAWSUITS, DEMANDS, HARM, LOSSES, DAMAGES,
PROCEEDINGS, SUITS, ACTIONS, CAUSES OF ACTION, LIENS, FEES,
FINES, PENALTIES, EXPENSES, OR COSTS, OF ANY KIND AND NATURE
WHATSOEVER MADE UPON OR INCURRED BY THE CITY OF GRAPEVINE,
TEXAS AND /OR ANY OTHER GRAPEVINE PERSON, WHETHER DIRECTLY
OR INDIRECTLY, (THE "CLAIMS "), THAT ARISE OUT OF, RESULT FROM, OR
RELATE TO: (1) ANY OF THE WORK AND SERVICES OF THE PROVIDER AS
DESCRIBED IN SECTION 1 OF THIS AGREEMENT, (II) ANY
REPRESENTATIONS AND /OR WARRANTIES BY PROVIDER UNDER THIS
AGREEMENT, AND /OR (III) ANY ACT OR OMISSION UNDER, IN
PERFORMANCE OF, OR IN CONNECTION WITH THIS AGREEMENT BY
PROVIDER, OR BY ANY OF PROVIDER'S OWNERS, DIRECTORS,
OFFICERS, SHAREHOLDERS, MANAGERS, PARTNERS, EMPLOYEES,
AGENTS, ENGINEERS, ARCHITECTS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS, INVITEES, PATRONS, GUESTS, CUSTOMERS,
TENANTS, SUBTENANTS, LICENSEE, SUBLICENSEE, CONCESSIONAIRES,
OR ANY OTHER PERSON OR ENTITY FOR WHOM PROVIDER IS LEGALLY
RESPONSIBLE, AND THEIR RESPECTIVE OWNERS, DIRECTORS,
OFFICERS, SHAREHOLDERS, MANAGERS, PARTNERS, EMPLOYEES,
AGENTS, ENGINEERS, ARCHITECTS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS, INVITEES, PATRONS, GUESTS, CUSTOMERS,
PROVIDERS, AND CONCESSIONAIRES. SUCH DEFENSE, INDEMNITY AND
HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR
FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OR GROSS NEGLIGENCE OF ANY GRAPEVINE PERSON, OR
CONDUCT BY ANY GRAPEVINE PERSON THAT WOULD GIVE RISE TO
STRICT LIABILITY OF ANY KIND.
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6. INSURANCE
Provider and its subcontractors shall procure and maintain in a company or companies
lawfully authorized to do business in Texas and until all of their obligations have been
discharged and satisfied (and including during any warranty periods under this
Agreement), insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the services and work
hereunder by Provider, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Agreement and
in no way limit the indemnity covenants contained in this Agreement. The City in no
way warrants that the minimum limits contained herein are sufficient to protect Provider
from liabilities that may arise out of the performance of the services and work under this
Agreement by Provider, its agents, representatives, employees or subcontractors and
Provider is free to purchase additional insurance as may be determined necessary.
A. Minimum Scope and Limits of Insurance. Provider shall provide coverage at least
as broad and with limits of liability not less than those stated below.
Commercial General Liability - Occurrence Form
(Form CG 0001, ed. 10/93 or any replacements thereof)
General Aggregate $2,000,000
Products - Completed Operations Aggregate $1,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $ 50,000
Medical Expense (Any one person) Optional
(This coverage must be amended to provide for an each - project aggregate limit
of insurance)
3. Workers' Compensation and Employer's Liabilit
Workers' Compensation Statutory
Employer's Liability: Each Accident $ 500,000
Disease -Each Employee $ 500,000
Disease - Policy Limit $ 500,000
4. Professional Liability $1,000,000
(This coverage must be maintained for at least two (2) years after the project is
completed; if coverage is written on a claims -made basis, a policy retroactive
date equivalent to the inception date of the contract (or earlier) must be
maintained during the full term of this Agreement)
B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be
endorsed to contain the following provisions:
The City of Grapevine, its officers, officials, agents, employees and
volunteers shall be named as additional insureds with respect to
general liability, including liability arising out of activities performed by,
or on behalf of, the Provider; products and completed operations of the
Provider, and automobiles owned, leased, hired or borrowed by the
Provider.
2. The Provider's insurance shall contain broad form contractual liability
coverage.
3. The City of Grapevine, its, officers, officials, agents, employees and
volunteers shall be additional insureds to the full limits of liability
purchased by the Provider even if those limits of liability are in excess
of those required by this Agreement.
4. The Provider's insurance coverage shall be primary insurance with
respect to the City, its, officers, officials, agents, and employees (and
must be endorsed to read as primary coverage regardless of the
application of other insurance) . Any insurance or self- insurance
maintained by the City, its officers, officials, agents, employees, or
volunteers shall be in excess to the coverage of the Provider's
insurance and shall not contribute to it.
5. The Provider's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
6. Coverage provided by the Provider shall not be limited to the liability
assumed under the indemnification provisions of this Agreement.
7. The policies shall contain a waiver of subrogation in favor of the City,
its officers, officials, agents, and employees.
8. All liability policies shall contain no cross liability exclusions or insured
versus insured restrictions applicable to the claims of the City of
Grapevine.
9. Provider shall immediately notify the City of Grapevine, Texas of any
material change in the insurance coverage.
10. Provider may maintain reasonable and customary deductibles, subject
to approval of the City.
11. Insurance must be purchased from insurers that are financially
acceptable to the City and licensed to do business in the State of
Texas.
6.1 Notice of Cancellation. Each insurance policy required by the insurance provisions
of this Agreement shall provide the required coverage and shall not be suspended,
voided or canceled, or not renewed, except after sixty (60) days prior written notice
has been given to the City, except when cancellation is for non - payment of
premium, then at least ten (10) days prior notice shall be given to the City. Such
notice shall be sent directly to:
Tara Brooks, Assistant City Secretary
City of Grapevine
200 S. Main St.
Grapevine, TX 76051
6.2 Acceptability of Insurers. Insurance shall be placed with insurers duly licensed or
authorized to do business in the State of Texas and with an "A.M. Best" rating of
not less than A- VII, or receiving prior approval by the City. The City in no way
warrants that the above - required minimum insurer rating is sufficient to protect
Provider from potential insurer insolvency. All insurance must be written on forms
filed with and approved by the Texas Department of Insurance.
6.3 Verification of Coverage. Prior to commencing work or services, Provider shall
furnish the City with certificates of insurance (ACORD form or equivalent approved
by the City) as required by this Agreement (and update the same as needed to
comply with this Agreement). The certificates for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf.
Certificates of Insurance shall:
1. List each insurance coverage described and required herein. Such
certificates will also include a copy of the endorsements necessary to meet the
requirements and instructions contained herein.
2. Specifically set forth the notice -of- cancellation or termination provisions to
the City of Grapevine.
All certificates and any required endorsements shall be received
and approved by the City before work commences. Each insurance policy
required by this Agreement shall be in effect at or prior to commencement
of work under this Agreement and remain in effect for the duration of this
Agreement. Failure to maintain the insurance policies as required by this
Agreement or to provide evidence of renewal shall constitute a material
breach of contract.
All certificates required by this Agreement shall be sent directly to Tara Brooks,
Assistant City Secretary, City of Grapevine, 200 S. Main St., Grapevine, TX
76051. The City reserves the right to request and receive within ten (10) days,
complete copies of all insurance policies (certified to be true and correct by the
insurance carrier) required by this Agreement at any time. The City shall not be
obligated, however, to review same or to advise Provider of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Provider from, or be
deemed a waiver of the City's right to insist on, strict fulfillment of Provider's
obligations under this Agreement.
6.4 Subcontractors. Providers' certificate(s) shall include all subcontractors as
additional insureds under its policies or Provider shall furnish to the City separate
certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to the minimum requirements and all provisions
identified above.
6.5 Approval. Any modification or variation from the insurance requirements in this
Agreement shall be made by the City's risk manager, whose decision shall be final.
Such action shall not require a formal amendment to this Agreement, but may be
made by administrative action.
7. DEFAULT AND TERMINATION
Events of Default Defined. The following shall be Events of Default under this
Agreement:
7. 1.1 Any material misrepresentation made by Provider to the City;
7.1.2 Any failure by Provider to perform its obligations under this Agreement
including, but not limited to, the following:
7.1.2.1 Failure to commence work at the time(s) specified in this
Agreement due to a reason or circumstance within Provider's
reasonable control;
7.1.2.2 Failure to perform the work with sufficient personnel and equipment
or with sufficient equipment to ensure completion of the work within
the specified time due to a reason or circumstance within Provider's
reasonable control;
7.1.2.3 Failure to perform the work in a manner reasonably satisfactory to
the City;
7.1.2.4 Failure to promptly correct or re- perform within a reasonable time
work that was rejected by the City as unsatisfactory or erroneous;
7.1.2.5 Discontinuance of the work for reasons not beyond Provider's
reasonable control;
7.1.2.6 Failure to comply with a material term of this Agreement, including,
but not limited to, the provision of insurance; and
7.1.2.7 Any other acts specifically stated in this Agreement as constituting a
default or a breach of this Agreement.
7.2 Remedies. The following shall be remedies under this agreement.
7.2.1 Upon the occurrence of any Event of Default, the City may declare Provider in
default under this Agreement. The City shall provide written notification of the
Event of Default and any intention of the City to terminate this Agreement. Upon
the giving of notice, the City may invoke any or all of the following remedies:
7.2.1.1 The right to cancel this Agreement as to any or all of the services yet
to be performed;
7.2.1.2 The right of specific performance, an injunction or any other
appropriate equitable remedy;
7.2.1.3 The right to monetary damages;
7.2.1.4 The right to withhold all or any part of Provider's compensation
under this Agreement;
7.2.1.5 The right to deem Provider non - responsive in future contracts to be
awarded by the City; and
7.2.1.6 The right to seek recoupment of public funds spent for impermissible
purposes.
7.2.2 The City may elect not to declare an Event of Default or default under this
Agreement or to terminate this Agreement upon the occurrence of an Event of
Default. The parties acknowledge that this provision is solely for the benefit of the
City, and that if the City allows Provider to continue to provide the Services despite
the occurrence of one or more Events of Default, Provider shall in no way be
relieved of any of its responsibilities or obligations under this Agreement, nor shall
the City be deemed to waive or relinquish any of its rights under this Agreement.
7.3 Right to Offset. Any excess costs incurred by the City in the event of termination of
this Agreement for default, or in the event the City exercises any of the remedies available
to it under this Agreement, may be offset by use of any payment due for services
completed before termination of this Agreement for default or the exercise of any
remedies. If the offset amount is insufficient to cover excess costs, Provider shall be liable
for and shall remit promptly to the City the balance upon written demand from the City.
8.1 Headings. The section and subsection headings contained herein are for convenience
only and shall not be used in interpretation of this Agreement and are not intended to
define or limit the scope of any provision of this Agreement.
8.2 Governing Law and Venue. This Agreement shall be governed by and administered
and interpreted under the laws of the State of Texas, without regard to any conflict of laws
provisions. Venue for any action, cause or action or proceeding under this Agreement lies
exclusively in the State District Court of Tarrant County, Texas, and the parties agree to
submit to the personal and subject matter jurisdiction of said court.
8.3 Severability. The sections, paragraphs, sentences, phrases, words, and all other
provisions of this Agreement are severable, and if any part of this Agreement is
determined by a court of competent jurisdiction to be illegal, unlawful, unconstitutional, or
void for any reason, the parties intend that the remaining provisions of this Agreement
shall remain in full force and effect unless the stricken provision leaves the remaining
Agreement unenforceable.
8.4 Attorney's Fees. If suit or action is initiated in connection with any controversy arising
out of this Agreement, the prevailing party shall be entitled to recover in addition to costs
such sum as the court may adjudge reasonable as attorney fees, or in event of appeal as
allowed by the appellate court.
8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of the
parties hereto. This Agreement may not be sold, assigned, pledged, subcontracted,
transferred or otherwise conveyed by any means whatsoever by either the City or Provider
without prior written consent of the other, and any sale, assignment, pledge, subcontract,
transfer or other conveyance by either party without the other party's prior written consent
shall be null and void.
8.6 Conflict of Interest. Provider covenants that Provider presently has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree
with the performance of the work and services required to be performed under this
Agreement. Provider further covenants that in the performance of this Agreement,
Provider shall not engage any employee or apprentice having any such interest.
8.7 Authority to Contract. The undersigned officers and /or representatives of the parties
hereto are the properly authorized persons and have the necessary authority to execute
this Agreement on behalf of the parties hereto, and each party hereby certifies to the
other that it has taken all actions necessary to authorize entering into this Agreement.
8.8 Integration; Modification. This Agreement represents the entire understanding of City
and Provider as to those matters contained in this Agreement, and no prior oral or written
understanding shall be of any force or effect with respect to those matters. This
Agreement may not be modified or altered except in writing signed by duly authorized
representatives of the parties.
8.9 Non - appropriation. If the City Council does not appropriate funds to continue this
Contract and pay for charges hereunder, the City may terminate this Agreement at the
end of the then current fiscal year, or at the time that funds are no longer available to
meet the City's payment obligations hereunder. The City agrees to give written notice of
termination to the Provider at least sixty (60) days prior to any termination for non -
appropriation of funds and will pay the Provider in accordance with this Agreement
through the date of termination of this Agreement.
8.10 Subcontractors. This Agreement or any portion hereof shall not be sub - contracted
without the prior approval of the City. No subcontractor shall, under any circumstances,
relieve Provider of its liability and obligation under this Agreement. The City shall deal
through Provider and any subcontractor shall be dealt with as a worker and
representative of Provider. Provider assumes responsibility to the City for the proper
performance of the work and service of all subcontractors and any acts and omissions
in connection with such performance. Nothing in this Agreement shall, or is intended or
deemed to, create any legal, contractual or other relationship between the City and any
subcontractor or sub - subcontractor.
8.11 No Waiver. The failure by the City to exercise any right, power, or option given to it
by this Agreement, or to insist upon strict compliance with the terms of this Agreement,
shall not constitute a waiver of the terms and conditions of this Agreement for any
reason whatsoever, including with respect to any such right, power or option or to such
compliance or to any other or subsequent default or breach hereof, nor a waiver by the
City of its rights at any time to exercise any such right, power or option or to require
exact and strict compliance with all the terms hereof. Any rights and remedies the City
may have arising out of this Agreement shall survive the cancellation, expiration or
termination of this Agreement.
8.12 No Third Party Beneficiaries. This Agreement and all of its provisions are solely for
the benefit of Provider and the City and are not intended to and shall not create or grant
any rights, contractual or otherwise, to any third person or entity.
8.13 "Includes ". For purposes of this Agreement, "includes" and "including" are terms of
enlargement and not of limitation or exclusive enumeration, and use of the terms does
not create a presumption that components not expressed are excluded.
8.14 Incorporation of Recitals and Exhibits. The Exhibits and Recitals to this Agreement
are incorporated herein and made a part hereof for all purposes.
9.1 Disclosure of Agreement Terms. The terms and conditions of this Agreement
may be disclosed by either party to other public agencies for the purpose of such other
agencies purchasing services under this Agreement pursuant to an interlocal or
cooperative arrangement with the City. In addition, Provider may disclose the terms
and conditions of this Agreement in an effort to show that the terms offered to another
public agency are fair and reasonable or to determine the best value. It is understood
that the Provider shall not be precluded from disclosing the terms and conditions of its
form of Service Agreement to any other third party at Swagit's sole discretion and for
any reason.
9.2 Included Parties; Interlocal Agreement. Pursuant to any interlocal,
intergovernmental, or other such cooperative agreement with the City, Provider will
accept orders from, and will furnish the Provider's Software, Hardware, Professional
Services, and Managed Services as outlined in the Proposal to any governmental
agency or other public entity authorized by the City to use the Proposal, based upon
substantially the same terms and conditions of this Agreement, with the exception of
price schedules.
9.3 Political Subdivision Participation. The Provider agrees to supply, sell, and
contract separately with other similar or related political subdivisions (i.e., colleges,
school districts, counties, cities, etc.) of the City, based upon substantially the same
terms and conditions of this Agreement, with the exception of price schedules, in an
effort to establish the terms and conditions as fair and reasonable.
1 •� •
This Agreement shall become effective on the last day of execution by the parties, and
shall continue in force for an initial term of twelve (12) months, unless sooner terminated
as provided above. All pricing is to remain firm during the contract period. This
Agreement will automatically renew for additional one -year terms unless this Agreement
is terminated by either party providing written notice of its intent to terminate the
Agreement to the other party not less than sixty (60) days prior to the end of the then
current term.
11. SURVIVAL OF COVENANTS
Any of the representations, warranties, covenants, and obligations of the parties, as well
as any rights and benefits of the parties, pertaining to a period of time following the
termination of this Agreement shall survive termination.
12. COUNTERPARTS
This Agreement may be executed in counterparts. Each of the counterparts shall be
deemed an original instrument, but all of the counterparts shall constitute one and the
same instrument.
City of Grapevine Swagit Productions, LLC
Bruno Rumbelow, City Manager
Attest:
City Secretary
Approved as to form:
City Attorney
Bryan R. Halley, President
Date of Execution:
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Built upon years of industry experience, Extensible Automated Streaming Engine (EASE) is a software framework
comprised of foundation and extension modules that work together to automate many otherwise manually
intensive tasks. This completely hands -off solution meets the current and future needs of your entity without
creating any additional work for clerks or webmasters.
*Video Capture and Encoding
EASE Encoder records content according to your broadcast schedule and transfer the recorded
audio /video to the Swagit Content Network via a secure Virtual Private Network (VPN) connection,
making it available for live and /or on- demand streaming.
•Indexing and Cross Linking
Using your published meeting agendas as a guide, Swagit's Managed Service Division (SMSD) index's the
meetings without any work from the city. SMSD will annotate your content by adding jump -to points
with specific item headings, giving users the greatest flexibility to find the specific content they need.
With these jump -to points, users can step through video by searching for or clicking specific items.
•Agenda Management Integration
If meeting packets or other related information is available online, SMSD will link them directly to the
video player for easy access.
Swagit's EASE solution integrates with all Document /Agenda Management solutions.
•Archiving
Client audio /video can be stored securely on the Swagit Content Network indefinitely. Fault tolerance
and high availability is assured through replication of audio /video content to multiple, geographically
redundant, Storage Area Networks (SAN). Our standard packages include 80GB of storage, enough for
approximately three full years of city council meetings.
• Presentation
By navigating through the video library, users can view a list of meetings chronologically and once in a
selected meeting you can unleash the power of the jump -to markers to search for specific points within
individual audio /video clips.
• Delivery
In order to deliver on- demand content to end users in a format that is native to their computer's
operating system, Swagit can deliver content in all major streaming video formats: HTMLS, Flash,
Windows Media, QuickTime and Real. Swagit is proud to support HTML5 and Flash as its default
formats, which has proven itself as the format of choice from such vendors as YouTube, Google Video,
Facebook, ABC and NBC /Universal.
• Monitoring
Swagit is monitoring all aspects of the Swagit Content Network to ensure its health and availability. This
monitoring extends to cover remote Swagit EASE Encoders deployed on client premises. In the rare
event of trouble our engineers are promptly notified so that they may dispatch a swift response in
accordance with our support procedures.
*Statistics
Swagit collates log files from our streaming servers monthly and processes them with the industry
recognized Google Analytics. Google Analytics generates reports ranging from high - level, executive
overviews to in depth quality of service statistics. These reports help to highlight growth trends and
identify popular content.
*Support
Beyond our proactive monitoring and response, Swagit offers ongoing, 24/7 technical support for any
issues our clients may encounter. While our choice of quality hardware vendors and a thorough pre -
installation testing phase go a long way toward ensuring trouble free operation of our EASE Encoders,
we do recognize that occasionally unforeseen issues arise. In the event that our engineers detect a fault,
they will work to diagnose the issue. If necessary, next business day replacement of parts will be
completed. Swagit offers continual software updates and feature enhancements to our services and
products for the life of your managed services contract.
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850 Central Parkway E., Suite 100 • Plano, TX 75074.214 -432 -5905 • www.swagit.com
2
Investment — Cosmos Broadcast Systems
*There may be additional installation costs incurred based on the building /fire code for the
jurisdiction, any unknown cabling requirements or impediments to the installation such as fire walls,
lack of a drop ceiling, conduit requirements, etc., along with other accessibility issues. For final
installation costs we would need to engage in further discussions, receive a detailed site plan of
rooms involved along with pictures or possibly conduct a physical site visit.
850 Central Parkway E., Suite 100 • Plano, TX 75074.214- 432 -5905 • www.swagit.com
5
*There may be additional installation costs incurred based on the building /fire code for the
jurisdiction, any unknown cabling requirements or impediments to the installation such as fire walls,
lack of a drop ceiling, conduit requirements, etc., along with other accessibility issues. For final
installation costs we would need to engage in further discussions, receive a detailed site plan of
rooms involved along with pictures or possibly conduct a physical site visit.
850 Central Parkway E., Suite 100 • Plano, TX 75074.214 -432 -5905 • www.swagit.com
6
Broadcast System- Cosmos
Built upon years of industry experience, Cosmos is a complete package of cameras and pro video - switching
equipment that enables any client to fully outsource the production and operation of a multiple camera
broadcast system to Swagit.
During the meetings or events, Swagit personnel will operate the Cosmos system remotely from their facility in
Plano, Texas. The Cosmos system enables Swagit to control and switch from camera to camera depending on
events taking place. When bundled with Swagit EASE, Cosmos can offer a full end -to -end "hands- free" solution
that requires no client staff involvement for the operation, broadcast and streaming of an event or meeting
content.
Cosmos enables detailed direct camera positioning (pan, tilt, zoom, focus, and more), preset - positions, and
video settings (white balance, backlight, brightness) for the robotic cameras. Additionally, Cosmos
communicates with the switcher to allow direct operation of the 'wipe' function from the camera control GUI.
With this powerful package you or Swagit can control all your cameras individually and switch video sources on a
video switcher locally or remotely. Cosmos is an invaluable integration of camera - control with switcher
operations for use with live production setups like city chambers, churches, meeting rooms, and more.
Cosmos includes 2 -4+ robotic (computer- controllable pan /tilt /zoom) cameras and you can
choose from two main types: either single -chip (Sony EVI -D80) or 3 -chip (Sony BRC -300)
depending on your needs and budget. These popular Sony robotic cameras have excellent
video quality and performance. The EVI -D80 and BRC -300 has the
tt,
850 Central Parkway E., Suite 100 • Plano, TX 75074.214- 432 -5905 • www.swagit.com
0
Video
Streaming Video Hardware
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Hardware /Software /Provisioning I 1U 1 $7,482.00
Swagit Standard Encoder, Viewcast Osprey 460e Video Capture Card with Simulstream Software,
Microsoft Windows, OS Installation, Swagit EASE Tools, Encoder Software Installation, RAID 1,
System Burn -in, Branded Video Library Design, Rackmount Kit, Branded Player Design, Remote
Installation. (AT &T U- verse® Compatible)
Streaming Video Monthly Managed Services
Package : Up To 50 Indexed Meetings per year (EASE) - Includes Media On-
Demand, Live Stream for two simultaneous feeds, and up to 10 hours of
additional specialty content per month (No staff involvement —Hands Free). $1,350.00
With Remote Switching Included (Up To 50 Meetings per year)
Optional Services /Overages /Individual Pricing
850 Central Parkway E., Suite 100 - Plano, TX 75074.214- 432 -5905 • www.swagit.com
3