6639 EXECUTED Swagit.Agreement-Denton FinalAGREEMENT FOR
VIDEO STREAMING SERVICES
CITY OF DENTON
and
SWAGIT PRODUCTIONS, LLC
CONTRACT # 6639
_____________________________
This Agreement for Video Streaming Services (“Agreement”) is made by and
between the City of Denton, Texas (“City”), a municipal corporation with offices at 215 E.
McKinney Street, Denton, Texas 76201, and Swagit Productions, LLC, (“Provider”) a Texas
Limited Liability Company, with offices at 12801 N. Central Expressway, Suite 900, Dallas,
Texas 75243 effective as of the date written below.
RECITALS
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:
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1. SERVICES TO BE PERFORMED BY PROVIDER
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.
2. COMPENSATION OF PROVIDER
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) Two Thousand Four Hundred and No/100 Dollars ($2,400.00) for
Swagit EASE setup, agenda integration, migration and other related
(including, without limitation, Remote Installation) costs (as identified
and detailed on the attached Exhibit “A”, page 3, “Streaming Video
Hardware”); and
(b) Following the Installation and the acceptance thereof by the City, the City shall
pay to Provider a monthly fee in the amount of One Thousand Eight
Hundred Ninety-Five and No/100 Dollars ($1,895.00) for on-demand video
streaming, live video streaming, sound search and social media eXtreme (as
identified and described on the attached Exhibit “A”, page 3, “Streaming Video
Monthly Managed Services”).
(c) The total contract amount shall not exceed $50,000. Pricing shall be the
monthly fee of $1,895 for the term of the contract.
2.2 Except as set forth herein, payments will be processed on a monthly basis (the City
may elect annual 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.
3. RIGHTS, OBLIGATIONS AND REPRESENTATIONS OF PROVIDER
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
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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 Warranty. Provider warrants that: (i) any streaming server hardware provided by
Swagit (as identified and described in the Scope of Services, page 3, “Streaming
Video Hardware”) 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
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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) in the event of a complete hardware failure
within the warranty period, Provider shall overnight replacement parts and/or a new
server at its sole expense.
3.8 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 and viewable to
the public on the Provider’s networks for a period of three years or as defined by the
managed services agreement. All Content is stored and backed up offline indefinitely
for the life of the Agreement. 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.
4. NOTICE PROVISIONS
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:
To Provider:
Karen Smith
Purchasing Manager
City of Denton
Contract #6639
David Owusu
Director of Streaming
Swagit Productions, LLC
12801 N. Central Expressway, Ste 900
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901 B Texas Street
Denton, TX 76209
940-349-8436
Dallas, Texas 75243
800/573-3160
Notice shall be deemed given upon receipt by the party to whom it is sent.
5. INDEMNIFICATION
PROVIDER’S INDEMNITY OBLIGATION. PROVIDER COVENANTS, AGREES
TO, AND SHALL DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO
THE CITY), INDEMNIFY, AND HOLD HARMLESS THE CITY OF DENTON,
TEXAS AND THE ELECTED OFFICIALS, THE OFFICERS, EMPLOYEES,
REPRESENTATIVES, AND VOLUNTEERS OF THE CITY OF DENTON, TEXAS,
INDIVIDUALLY OR COLLECTIVELY, IN BOTH THEIR OFFICIAL AND PRIVATE
CAPACITIES (THE CITY OF DENTON, TEXAS, AND THE ELECTED
OFFICIALS, THE OFFICERS, EMPLOYEES, REPRESENTATIVES, AND
VOLUNTEERS OF THE CITY OF DENTON, TEXAS EACH BEING A "DENTON
PERSON" AND COLLECTIVELY THE "DENTON 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 DENTON, TEXAS AND/OR ANY OTHER DENTON
PERSON, WHETHER DIRECTLY OR INDIRECTLY, (THE “CLAIMS”), THAT
ARISE OUT OF, RESULT FROM, OR RELATE TO: (I) 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 DENTON PERSON, OR
CONDUCT BY ANY DENTON PERSON THAT WOULD GIVE RISE TO STRICT
LIABILITY OF ANY KIND.
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PROVIDER SHALL PROMPTLY ADVISE THE CITY IN WRITING OF ANY CLAIM
OR DEMAND AGAINST ANY DENTON PERSON RELATED TO OR ARISING
OUT OF PROVIDER'S ACTIVITIES UNDER THIS AGREEMENT AND SHALL
SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND
AT PROVIDER'S SOLE COST AND EXPENSE. THE DENTON PERSONS
SHALL HAVE THE RIGHT, AT THE DENTON PERSONS’ OPTION AND OWN
EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING
PROVIDER OF ANY OF ITS OBLIGATIONS HEREUNDER. THE DEFENSE,
INDEMNITY, AND HOLD HARMLESS OBLIGATIONS SET FORTH HEREIN
SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
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.
1. 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)
2. Workers' Compensation and Employer’s Liability
Workers' Compensation Statutory
Employer's Liability: Each Accident $ 500,000
Disease-Each Employee $ 500,000
Disease-Policy Limit $ 500,000
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3. Professional Liability $1,000,000
B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be
endorsed to contain the following provisions:
1. The City of Denton, 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 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.
4. 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.
5. Coverage provided by the Provider shall not be limited to the liability
assumed under the indemnification provisions of this Agreement.
6. The policies shall contain a waiver of subrogation in favor of the City, its
officers, officials, agents, and employees.
7. All liability policies shall contain no cross liability exclusions or insured
versus insured restrictions applicable to the claims of the City of Denton.
8. All insurance policies shall be endorsed to require the insurer to
immediately notify the City of Denton, Texas of any material change in
the insurance coverage.
9. Provider may maintain reasonable and customary deductibles, subject
to approval of the City.
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,
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then at least ten (10) days prior notice shall be given to the City. Such notice shall
be sent directly to:
Karen Smith, Purchasing Manager
City of Denton
901 B Texas Street
Denton, TX 76209
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 Denton.
3. Indicate the City’s status as an Additional Insured on the General Liability
coverage, and that the City has been provided with a Waiver of Subrogation
on both the General Liability and Workers’ Compensation coverages.
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 Karen Smith,
Purchasing Manager, City of Denton, 901 B Texas Street, Denton, TX 76209. 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
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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
7.1 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.
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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. GENERAL PROVISIONS
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
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laws provisions. Venue for any action, cause or action or proceeding under this
Agreement lies exclusively in the State District Court of Denton 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 Mediation. As a condition precedent to any party to this Agreement filing a lawsuit
the parties shall conduct mediation. The parties to this Agreement covenant,
agree, warrant, and represent that they will conduct the mediation in good faith
seeking to resolve any dispute between the parties prior to filing a lawsuit. The
parties further covenant, agree, warrant, and represent that should a party file a
lawsuit without first attending a mediation, the non-filing party shall be entitled to
abate the lawsuit until such time as the parties have conducted a mediation. The
parties will make a good faith attempt to agree on a mediator. If the parties cannot
agree on a mediator, then each party will select a mediator and the two mediators
will select a mediator for the parties. The selection of mediator made by the two
mediators who are selected by the parties are binding on the parties. At the
conclusion of the mediation, at the time the mediator declares an impasse, or at
the time the parties execute a final settlement agreement between the parties,
whichever occurs first, the parties will be deemed to have complied with the
requirements of this section. Each party agrees to bear its own costs in mediation.
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.
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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.
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9. DISCLOSURE OF AGREEMENT; INTERLOCAL ARRANGEMENTS.
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 State, 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.
10. DURATION
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 one (1) additional twelve (12) month period with all pricing,
terms and conditions remaining the same.
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.
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
City of Denton Swagit Productions, LLC
Karen Smith, Purchasing Manager Bryan R. Halley, President
Attest:
City Secretary
Approved as to form:
City Attorney Date of Execution:
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
2/9/2018
EXHIBIT A
SCOPE OF SERVICES
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
Scope of Services – Exhibit A
EASE Solution
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) indexes the
meetings without any work from the staff. 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 unlimited storage for meetings
and special content.
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: HTML5, 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.
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
12801 N. Central Expressway, Suite 900 ···· Dallas, TX 75243 · · · · 214-432-5905 ···· www.swagit.com
2
EASE Solution
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.
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
12801 N. Central Expressway, Suite 900 ···· Dallas, TX 75243 · · · · 214-432-5905 ···· www.swagit.com
3
Investment-Streaming Video
Streaming Video Hardware
Item Description Type Up-front Cost
Hardware/Software/Provisioning 2U $2,400.00
Swagit EASE 2D Encoder: Delivered January 2017
Setup: Agenda Integration and Migration
Streaming Video Monthly Managed Services
Item Description Monthly Cost
Package 4: Up To 250 Indexed Meetings per year (EASE) - Includes Media On-
Demand, 24/7 LIVE Stream, Sound Search, Social Media eXtreme and up to 120
hours of additional specialty content per year (No staff involvement—Hands Free).
$1,895.00
Optional Services/Overages/Individual Pricing
Item Description Cost
Each Additional Indexed On-Demand Meeting $150.00
Programming, Development or Design Implementation $120.00/hour
DocuSign Envelope ID: 632E921D-4E47-4480-A423-B1F557A5B017
Certificate Of Completion
Envelope Id: 632E921D4E474480A423B1F557A5B017 Status: Completed
Subject: Please DocuSign: 6639-Swagit.Agreement-Denton Final.pdf
Source Envelope:
Document Pages: 18 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Cindy Alonzo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
1/30/2018 8:36:07 AM
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Bryan R. Halley, President
bhalley@swagit.com
Security Level: Email, Account Authentication
(None)
Using IP Address: 97.105.181.178
Sent: 2/1/2018 10:07:39 AM
Resent: 2/7/2018 10:07:01 AM
Viewed: 2/8/2018 12:10:57 PM
Signed: 2/8/2018 12:15:04 PM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2018 12:10:57 PM
ID: cab5e530-3d5c-43ab-ae0a-1082cd5b7bc1
Jennifer DeCurtis
jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 2/8/2018 12:15:06 PM
Viewed: 2/8/2018 12:50:18 PM
Signed: 2/8/2018 12:50:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Using IP Address: 129.120.6.150
Sent: 2/8/2018 12:15:06 PM
Viewed: 2/9/2018 1:43:40 PM
Signed: 2/9/2018 1:44:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Karen Smith
karen.smith@cityofdenton.com
Interim Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Using IP Address: 129.120.6.150
Sent: 2/8/2018 12:15:05 PM
Viewed: 2/8/2018 12:28:10 PM
Signed: 2/8/2018 12:28:42 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Billy Matthews
Billy.Matthews@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 2/9/2018 1:44:22 PM
Viewed: 2/12/2018 6:33:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Swagit Productions, LLC Corporate Office
corporate@swagit.com
Security Level: Email, Account Authentication
(None)
Sent: 2/9/2018 1:44:22 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Owusu
david@swagit.com
Security Level: Email, Account Authentication
(None)
Sent: 2/9/2018 1:44:23 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/9/2018 1:44:24 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/9/2018 1:44:24 PM
Certified Delivered Security Checked 2/9/2018 1:44:24 PM
Signing Complete Security Checked 2/9/2018 1:44:24 PM
Completed Security Checked 2/9/2018 1:44:24 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Bryan R. Halley, President
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.