2009-144ORDINANCE NO. ZM y - 1W
64 AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
INSTALLATION OF AGENDA MANAGEMENT SYSTEM SOFTWARE,
REPLACEMENT OF CAMERAS AND REFURBISHING OF AUDIO AND VIDEO
EQUIPMENT FOR THE CITY OF DENTON CITY COUNCIL AND PLANNING
AND ZONING COMMISSION MEETINGS FROM RUSHWORKS TECHNOLOGY
SOLUTIONS WHICH IS AVAILABLE FROM ONLY ONE SOURCE IN
ACCORDANCE WITH THE PERTINENT PROVISIONS OF CHAPTER 252 OF THE
TEXAS LOCAL GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM
THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN
EFFECTIVE DATE (FILE 4332-INSTALLATION OF SOFTWARE, REPLACEMENT
OF CAMERAS AND REFURBISHING OF EXISTING AUDIO AND VIDEO
EQUIPMENT IN AN AMOUNT NOT TO EXCEED $82,217).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
4332 Rushworks Technology Solutions $82,217
SECTION 2. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 3. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 4. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the day of 12009.
r N14 -
MARK A. MMW6GHN-, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: \
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
5-ORD 32
VIDEO SYSTEMS INTEGRATION AGREEMENT
THIS AGREEMENT is made and entered into this 3rd day of June, 2009, by and between
the City of Denton, Texas, a municipality, (hereinafter referred to as the "City"), and Media
Rushworks, L.L.C., dba RUSHWORKS, hereinafter referred to as "RUSHWORKS"), a
Limited Liability Company, whose address is 800 Parker Square, Suite 200, Flower Mound,
Texas, 75028.
RECITALS
WHEREAS, the City wishes to enter into an Agreement with RUSHWORKS to provide and
install its VDESK Meeting and Production System and other peripheral system components
to upgrade its current installation and operational procedures; and
WHEREAS, RUSHWORKS has submitted Proposals encompassing the required Scope of
Work required to provide the necessary equipment and connectivity desired by the City; and
WHEREAS, the City desires to engage RUSHWORKS to render certain services in
connection therewith, and RUSHWORKS is willing to provide such services.
NOW, THEREFORE, in consideration of the premises and mutual obligations herein, the
parties hereto do mutually agree as follows:
1. Scope of Services. RUSHWORKS shall perform the following services (hereinafter the
"Services") in a satisfactory and proper manner, as determined by the City:
A. Utilize its engineering expertise and solutions to provide and install its VDESK Meeting
and Event Production system in the current master control area of the City's media
production center;
B. Upgrade the existing and installed RUSHWORKS technology to interface with the
additional system elements with items enumerated in the submitted Proposals, specifically in
the master control area, the main council meeting room, and the council workroom, as well
us simplifying existing wiring and workflow connectivity and functions;
C. Install and interface all supplied peripheral components, and provide documentation on
all system additions and upgrades, both in printed and electronic formats;
D. Provide training of designated support staff and/or operators in the procedures for
recording meetings in both the council meeting room and the council workroom.
2. Time of Performance. Services of the RUSHWORKS shall commence on the date of
final execution of this Agreement and shall be undertaken and completed in such sequence as
to assure their expeditious completion in light of the purposes of this Agreement; provided,
however, that in any event, all of the Services required hereunder shall be completed within
60 days of the date of execution of this Agreement..
RIJSHWORKS - City of Denton Video Systems Integration Agreement
3. Compensation and Method of Payment.
A. Compensation. For performing the Services specified in Section 1 hereof, the City agrees
to pay RUSHWORKS the amount of $82,217, which amount shall constitute full and
complete compensation for RUSHWORKS systems and services under this Agreement,
including all expenditures made and expenses incurred by RUSHWORKS associated with
provision, installation and training of its products and services.
B. Method of Payment. Fifty percent (50%) of the total amount shall be paid to
RUSHWORKS upon the signing of this Agreement. The balance will be paid immediately
upon the completion of the Scope of Services as described and defined in Paragraph 1 of this
Agreement, and on the condition that RUSHWORKS has accomplished the Services to the
satisfaction of the City's Cable Television Supervisor.
4. Independent RUSHWORKS. RUSHWORKS is considered as an independent
RUSHWORKS at all times in the performance of the services described in Section 1. The
RUSHWORKS further agrees that neither it nor its employees are entitled to any benefits
from the City, or to any of the benefits granted to employees of the City.
5. Personnel.
A. RUSHWORKS represents that it has, or will secure at its own expense, all personnel
required in performing all of the Services required under this Agreement. Such personnel
shall not be employees of or have any contractual relationships with the City. The exception,
however, being the placement of any cable routing where specific local ordinances and/or
building codes require licensed expertise in order to effect such installations.
B. All the Services required hereunder will be performed by RUS1 WORKS or under its
supervision and all personnel engaged in the work shall be fully qualified and shall be
authorized or permitted under state and local law to perform such Services with the exception
of the stipulation set forth in A above.
C. None of the work or Services covered by this Agreement shall be subcontracted without
the prior written approval of the City. Any work or Services subcontracted hereunder shall be
specified by written contract or agreement and shall be subject to each provision of this
Agreement.
6. Indemnity. The RUSHWORKS agrees to defend, indemnify and hold harmless the City
and its officials, agents and employees from and against any and all claims, actions, suits or
proceedings of any kind brought against said parties because of any injury or damage
received or sustained by any person, persons or property to the extent arising out of or
resulting from the negligent acts, errors, omissions, and performance by the RUSHWORKS
under this Agreement or by reason of any asserted act or omission, neglect or misconduct of
the RUSHWORKS or RUSHWORKS' agents or employees or any RUSHWORKS or its
agents or employees. The indemnity required hereunder shall not be limited by reason of the
specification of any particular insurance coverage in this Agreement.
RUSHWORKS - City of Denton Video Systems Integration Agreement 2
7. Insurance. RUSHWORKS maintains Commercial General Liability Insurance ("Insured
is RUSHWORKS and "Insurer" is The Hartford Insurance Company)
Each occurrence $1,000,000
General Aggregate - $2,000,000
Workers Compensation ("Insured is TriNet HR Corporation and "Insurer" is TriNet HR
Corporation at Media Rushworks, LLC dba RUSHWORKS)
Policy Limit - $1,000,000
8. Compliance with Laws. In providing the Scope of Services outlined herein, the
RUSHWORKS shall comply with all applicable laws, ordinances, and codes of the federal,
State, and local governments.
9. Construction and Severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
10. Entire Agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements or understandings, oral or written, whether previous
to the execution hereof or contemporaneous herewith. Exhibits A and B, attached hereto, are
hereby made a part of this Agreement.
11. Applicable Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas, and the laws, rules and regulations of the City
of Denton.
12. Approval Required. This Agreement shall not become effective or binding until
approved by the City's designated Administrative Officer.
IN WITNESS WHEREOF, the City of Denton and RUSHWORKS have executed this
Agreement as of the date first above written.
CITY OF DENTON RU O S:
Approved By:
By: -C7,, 2
Title: bn~ 9!~A&6
Date: 0 22
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
President
06/03/09
RUSHWORKS - City of Denton Video Systems Integration Agreement 3