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HomeMy WebLinkAboutPR 16694: RENEWING CONTRACT WITH SWAGIT PRODUCTIONS Fay Young .. ta , To: Steve Fitzgibbons Cc: deborah.echols @portarthur.net; Rebecca Underhill Subject: Swagit Streaming Video Attachments: Port ArthurTX- HTMLSUpgrade.pdf Please see the attached. After much conversation, Swagit will add the HTML5 format. This format should allow non - flash enabled devices (i.e. Apple iPad and iPhone) to view the on- demand meeting video. There is not an additional fee for this service. However, the new format will not be available until after November 21, 2011. When accessing the video, the Swagit system will determine the format to deliver to the device. Therefore there will still only be one link for each video. There will not be any other changes in the service provided. Current services are: On- Demand video 30 Indexed Meetings Yearly Indexing of Council video based on Council Agenda document Fay Young Information Technology Manager City of Port Arthur PO Box 1089 Port Arthur, TX 77641 -1089 (409) 983 -8164 1 y n7u October 11, 2011 Port Arthur, TX Attn: Fay Young We would like to sincerely thank you for your time and for the opportunity to earn your business. Starting from humble beginnings, Swagit began in 2003 with a mission to supply clients an affordable solution to stream their own content in an overpriced, complicated, hands -on video industry. What began as a company that specialized in turnaround streams for televisions stations and newspapers, Swagit has grown significantly to a diverse client list which includes various government entities such as Cities, Counties, School Districts, newspapers, television stations and other media outlets. • Swagit is unique in this industry in that it is a complete video production facility, capable of providing services supporting all of your video capturing, indexing, agenda integration and publishing. • With Swagit, all audio /video disk storage, system management and bandwidth intensive delivery tasks are offloaded to our content network which is actively managed and monitored 24 hours a day, 7 days a week. • Our open architecture allows for integrations with any Agenda Management Solutions. • Swagit is the only vendor that gives you the option to let our staff index, upload and publish your video to the web. We appreciate your consideration in reviewing our submission and look forward to working with your organization on this important project. If you have any questions regarding this proposal or would like any further information, please do not hesitate to contact us. Respectfully, David Owusu Swagit Productions, LLC 214.432.5905 Office david @swagit.com www.swagit.com 1" al m eaa na<xes� Company History Swagit Productions, LLC is a privately held company in Plano, Texas. Founded in 2003, Swagit is a progressive company that is pioneering the broadband multimedia communication service industry by providing clients a hands - free approach to always being connected to end - users' information needs. Swagit specializes in providing streaming media solutions to cities, counties, and school districts. Furthermore, Swagit is a complete video production entity: including services such as post - production, studio and recording booth sessions. Swagit began with a mission to supply clients an affordable solution to stream their own content in an overpriced, complicated, hands -on video industry. What began as a company that specialized in turnaround streams for cities, counties, and school districts, Swagit has grown significantly and provides an open API which allows for integrations with all Agenda /Document Management Solutions. Allowing our clients to choose the 'best of breed' Agenda Management Solution for their unique needs. As Swagit has grown, the need for a facility to comprise all aspects of its business in one place was foreseen. In early 2006 Swagit moved all of its operations into its current facility located in Plano, Texas, thus bringing a team of professionals highly experienced in Internet solutions, business development, audio /visual production, advertising and other broadband technologies into one place. Swagit is headquartered in Texas, the Swagit network stretches across North America guaranteeing that you and your constituents are always connected. Our network insures fast connect times from the closest point -of- presence (POP) to an end - user's location. In addition, Swagit's network is fully redundant giving clients the peace of mind of redundancy and keeping with the Swagit motto of "Always Connected." Points of Difference • Swagit's EASE solution is completely hands -free and requires no city staff time or resources • Larger video with Swagit's solution (up to 70% larger) and FLASH video format, the most commonly viewed format on the web • Open API, which allows integrations with any agenda management solution • Swagit is the only government streaming provider which has developed its own content delivery network ensuring quick and reliable connections for your constituents 850 Central Parkway E., Suite 100 • Plano, TX 75074.214- 432 -5905 • www.swagit.com 2 , OBE Add -on for HTML5 The City of Port Arthur, TX wishes to add the new HTML5 format to their services to deliver streaming to Apple's iPhone and iPad (codecs may change). Port Arthur currently has an "Upload Only" package with Swagit that allows streaming to 99% of desktop users, as well as Android and tablet devices. The content offering will not change. The City may currently upload no more than 36 city council meetings each year for hosting. Turnaround times for postings vary depending upon the City's time frame to upload Swagit a master video file. Should the City need to alter future packages or services, including video formats, additional fees may apply. yw a Only HMTL 5 Add - on to current package $0.00 * Estimated integration for this feature - November 21, 2011 Optional Services 24/7 LIVE Stream — Around the clock analog stream of PEG Ch. $250.00 /month Each Additional Edited and Indexed On- Demand Meeting $150.00 /meeting ' Remote Switching (Approved Broadcast Systems Only)* : $130.00 /event AT &T U -verse Service (if not bundled with other offerings) Call for quote Each Year of Storage Beyond 24 Month Window $180 00 /year Programming, Development or Design Implementation $120.00 /hour Closed Captioning Services (if not bundled) ** Call For Quote Paperless Agenda/Minutes Module (no up-front cost) $850 00 /month 24/7 LIVE Stream Around the clock digital stream of PEG Ch. $400.00 /month * Must have approved broadcast system(s) and reliable Internet Connection. (Up to 3hr event) ** Service is priced on per event hour, including any breaks /executive session time, and requires proper closed captioning hardware. Event hour is rounded up to the nearest half hour. Please view how everything comes together: http://richardsontx.swagit.com/plav/09222009 850 Central Parkway E., Suite 100 • Plano, TX 75074.214- 432 -5905 • www.swagit.com 3 P.R. No. 16694 FY 9/15/2011 RESOLUTION NO. A RESOLUTION RENEWING A CONTRACT BETWEEN THE CITY OF PORT ARTHUR AND SWAGIT PRODUCTIONS LLC, FOR THE PROVISION OF ON- DEMAND STREAMING VIDEO OF CITY COUNCIL MEETINGS IN THE AMOUNT OF $4,500. ACCOUNT NO. 001 -1034- 515.54 -00 WHEREAS, on October 19, 2010 Council approved Resolution No. 10 -469 entering into a one year agreement, with the provision to automatically renew for an additional one year term, with Swagit Productions LLC for the provision of on- demand streaming video of city council meetings; and WHEREAS, the prior year agreement is attached hereto as Exhibit "A "; and WHEREAS, it is deemed in the best interest of the citizens to continue the service provided by Swagit Productions, LLC. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT, the facts and opinions in the preamble are true and correct. THAT, the City Council hereby authorizes an additional one year renewal of the existing contract with Swagit Productions, LLC for on- demand streaming video of city council meetings for $375 a month or the contract price of $4,500 for one year. THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. THAT, an authorized representative form Swagit Productions LLC will sign this resolution agreeing to the terms herein. c: \documents and settings \legal2 \local settings \temporary internet files\ content. outlook \m7w6d2Ow \swagitresolution2011 rev2.docx P.R. No. 16694 FY 9/15/2011 READ, ADOPTED AND APPROVED this th da o'�� .(AV , A.D. 2011 at ;(et` I I meeting of the City of Port Arthur, Texas by the following vote: Ayes: Mayor: Councilmembers: Notes: Mayor Attest: L • / 411MPA ■4 _ y ecretary APPROVED AS TO FORM: / City Attorney APPROVED FOR ADMINISTRATION: Stephen B. Fitzgibbons Shawna Tubbs City Manager Purchasing Manager Fay Yo4 g Information Technology Manager s:\mis\councilcomm\swagitresolution2011rev2.docx P.R. No. 16694 FY 9/15/2011 APPROVED AS TO AVAILABILITY OF FUNDS: • eborah Echols Director of Finance Agreed to: Swagit Productions LLC By: Print Name: Title: s:\mis\councilcomm\swagitresolution2011rev2.docx P.R. No. 16694 FY 9/15/2011 EXHIBITA s:\mis\councilcomm\swagitresolution2011rev2.docx AGREEMENT FOR VIDEO STREAMING SERVICES CITY OF PORT ARTHUR and SWAGIT PRODUCTIONS, LLC This Agreement for Video Streaming Services ( "Agreement ") is made by and between the City of Port Arthur, Texas ( "City "), a municipal corporation with offices at 444 4th Street, Port Arthur, Texas 77640, 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. 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: 1. SERVICES TO BE PERFORMED BY PROVIDER Provider agrees to perform the following services: 1.1 Provider agrees to provide the work and services as set forth in detail in Exhibit "A" (entitled "Scope of Services" and so called herein) attached hereto and hereby incorporated as part of this Agreement. All of the terms and conditions set forth and pertaining to the services in Exhibit "A" shall be incorporated in this Agreement as if fully set forth herein. 2. COMPENSATION OF PROVIDER 2.1 Provider agrees to provide all of the Services and Equipment set forth in Exhibit "A" and as described herein for the following amounts: (a) The City shall pay to the Provider a monthly fee in the amount of Zero and No /100 Dollars ($0.00) until October 31, 2010, after which time the monthly - service fee shall increase to Three Hundred Seventy -Five and No /100 Dollars ($375.00) for on- demand video streaming (as identified and described on the attached Exhibit "A ", page 13, "Monthly Recurring Cost" under "Package 1"). 2.2 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 made promptly and without undue delay, and in no circumstance beyond 60 days from the due date. 2.3 Payments pursuant to this Agreement shall be paid in accordance with the Texas Prompt Payment Act, Texas Gov't Code Chapter 2251. Should the City fail to pay any invoice that is outstanding more then 60 days, a 10% service fee will be applied to the total amount of that invoice, not including any shipping or sales tax. 3. RIGHTS AND OBLIGATIONS OF PROVIDER 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. 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. Provider's Control of Work. All services to be provided by Provider shall be performed as determined by the City in accordance with the Scope of Services set forth in Exhibit "A." 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. Reports to the City. Although Provider is responsible for control and supervision of work performed under this Agreement, the 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 rights of the City, as set forth in the Scope of Services, and the right of the City to audit Provider's records. Compliance with All Laws. Provider shall comply with all applicable laws, ordinances, rules, regulations and executive orders of the federal, state and local government, which may affect the performance of this Agreement. Any provision required by laws, ordinances, rules, regulations, or executive orders to be inserted in this Agreement shall be deemed inserted, whether or not such provisions appear in this Agreement. 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) it has the right and authority to sell the software to the City; (vi) all software shall be in good working order; and, (vii) all licenses and warranties regarding the software and hardware shall be conveyed to the City. Warranty. Provider warrants that: (i) any streaming sever hardware provided by Swagit (as identified and described in the Scope of Services, page 13, "Non Recurring Costs') 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) 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. 4. NOTICE PROVISIONS Notice. Any notice conceming 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 To Provider: Representative: Fay Young, IT Manager David Owusu, Director of Sales City of Port Arthur Swagit Productions, LLC 444 4th Street 850 Central Parkway East, Suite 100 Port Arthur, Texas 77640 Plano, Texas 75074 AAA/AAe1 AAI'• Annie - AA % 5. INDEMNIFICATION Provider (hereinafter referred to as "Indemnitor ") agrees to indemnify, save and hold harmless the City, any jurisdiction or agency issuing permits for any work under this Agreement, and their respective directors, officers, officials, agents, employees and volunteers (hereinafter referred to as "Indemnitee ") from and against any and all liabilities, damages, losses, or expenses (including court costs, attorney's fees, and costs of claim processing, investigation and litigation) (hereinafter collectively referred to as "Claims ") for personal injury (including death) or property damage to the extent caused by the negligent act, omission, negligence or misconduct of the lndemnitor, or any of Indemnitor's directors, officers, agents, employees or volunteers. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Provider to conform to any federal, state or local law, statute ordinance, rule, regulation or court decree in effect at the time services are rendered. Provider shall be responsible for defense, and judgment costs where this indemnification is applicable. 6. INSURANCE Provider and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the 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 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 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 3. Professional Liability $1,000,000 B. SELF - INSURED RETENTIONS /DEDUCTIBLES: Any self- insured retentions and deductibles must be declared to and approved by the City. If not approved, the City may require that the insurer reduce or eliminate such self- insured retentions with respect to the City, its officers, agents, employees, and volunteers. C. OTHER INSURANCE REQUIREMENTS: The policies are to contain, or be endorsed to contain, the following provisions: 1. Commercial General Liability Coverages: a. The City of Port Arthur, its officers, officials, agents, and employees are additional insured with respect to 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. b. The Provider's insurance shall contain broad form contractual liability coverage. c. The City, its, officers, officials, agents, employees and volunteers shall be additional insured 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. d. The Provider's insurance coverage shall be primary insurance with respect to the City, its, officers, officials, agents, and employees. 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. e. 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. f. Coverage provided by the Provider shall not be limited to the liability assumed under the indemnification provisions of this Agreement. g. The policies shall contain a waiver of subrogation against the City, its officers, officials, agents, and employees for losses arising from work performed by the Provider for the City. 2. Workers' Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, agents, employees and volunteers for losses arising from work performed by the Provider for 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 amended, suspended, voided or canceled 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: Fay Young Information Technology Manager City of Port Arthur 444 4th Street Port Arthur, Texas 77640 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 Tess 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. 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. The certificates for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. 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 Fay Young, Information Technology Manager, City of Port Arthur, 444 4th Street, Port Arthur, TX 77640. The City project/contract number and project description shall be noted on the certificate of insurance. The City reserves the right to request and receive within ten (10) days, complete, certified copies of all insurance policies 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 insured 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 identified above. 6.5 Approval. Any modification or variation from the insurance requirements in this Agreement shall be made by the City Attorney's office, 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. GENERAL PROVISIONS 8.1 Headings. The article and section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 8.2 Jurisdiction and Venue. This Agreement shall be administered and interpreted under the laws of the State of Texas. Provider hereby submits itself to the original jurisdiction of those courts located within Jefferson County, Texas. 8.3 Attomey'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. 8.4 Severabilitv. If any part of this Agreement is determined by a court to be in conflict with any statute or constitution or to be unlawful 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. 8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by either the City or Provider without prior written consent of the other. 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 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. Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder, and that it has taken all actions necessary to authorize entering into this Agreement. 8.8 Integration. 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 Contract at the end of the current fiscal period, 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 a lack of funds and will pay to the Provider all approved charges incurred prior to Provider's receipt of such notice. 8.10 Mediation. If a dispute arises out of or relates to this Agreement, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to resolve the dispute by mediation before resorting to litigation or some other dispute resolution procedure. Mediation shall take place in Port Arthur, Texas, shall be self - administered, and shall be conducted under the CPR Mediation Procedures established by the CPR Institute for Dispute Resolution, 366 Madison Avenue, New York, NY 10017, (212) 949 -6490, www.cpradr.oro with the exception of the mediator selection provisions, unless other procedures are agreed upon by the parties. Unless the parties agree otherwise, the mediator(s) shall be selected from panels of mediators trained under the Alternative Dispute Resolution Program of Dispute Resolution Center of Jefferson County, Incorporated. Each party agrees to bear its own costs in mediation. The parties shall not be obligated to mediate if an indispensable party is unwilling to join the mediation. This mediation provision shall not constitute a waiver of the parties' right to initiate legal action if a dispute is not resolved through good faith negotiation or mediation, or if a party seeks provisional relief under the Texas Rules of Civil Procedure. 8.11 Subcontractors. This Agreement or any portion thereof shall not be sub- contracted without the prior written 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 of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between the City and any Subcontractor or Sub - Subcontractor, including but not limited to any third -party beneficiary rights. 8.12 Waiver. No failure to enforce any condition or covenant of this Agreement by the City shall imply or constitute a waiver of the right of the City to insist upon performance of the condition or covenant, or of any other provision of this Agreement, nor shall any waiver by the City of any breach of any one or more conditions or covenants of this Agreement constitute a waiver of any succeeding or other breach under this Agreement. 8.13 Discrimination. In the performance of this Agreement, the parties agree that they shall not discriminate or permit discrimination against any person because of age, sex, marital status, race, religion, color, or national origin. 8.14 Ownership of Information. Any drawings, plans, designs, reports, analyses, specifications, information, examinations, proposals, brochures, illustrations, copy, maps, graphics, slides, and documents prepared, assembled, drafted, or generated by the Provider in connection with this Agreement shall become the exclusive property of the City. Provider may keep copies of such documents for its records. 8.15 Successors and Assigns. This Agreement, and all the terms and provisions hereof, shall be binding upon and shall insure to the benefit of the City and Provider, and their respective legal representatives, successors, and assigns. 8.16. 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 utility. 8.17. 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. 8.18. Incorporation of Recitals and Exhibits. The Exhibits and Recitals to this Agreement are incorporated herein and made a part hereof for all purposes. 9. DURATION 9.1 Length. This Agreement shall become effective on and from the day and year executed by the parties, indicated below, 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. City of Port Arthur Swagit Productions, LLC Steve zgi bons, ity Manager Bry . Halley, Presid Attest: / .//., 77 p - o Appro -d as to fo : PP City ! ttorney ^ ""P . Date of Execution: l / /c// Z a/0 EXHIBIT A SCOPE OF WORK • I TM 00)) SW a gil always connected Swagit Streaming Services for Local Government Quote Prepared for Fay Young — Port Arthur, Texas Swagit Productions, LLC P.O. Box 251002 Plano, TX 75025 -1002 Tel: 1- 800 - 573 -3160 Intl: 214 -432 -5905 Fax: 214 -750 -9513 Web: www.swagit.com • Confidential Documentation 0C) swa glr always connected Company History Swagit Productions, LLC is a privately held company in Plano, Texas. Founded in 2003, Swagit is a progressive company that is pioneering the broadband multimedia communication service industry by providing clients a hands -free approach to always being connected to end - users' information needs. Swagit specializes in providing streaming media solutions to local govemment, television stations, newspapers, and magazines. Furthermore, the company is a complete video production entity: including services such as post- production, studio and recording booth sessions. Any entity that wants streamlined multimedia to their destination of choice can do it all with Swagit. Starting from humble beginnings, Swagit began in 2003 with a mission to supply clients an affordable solution to stream their own content in an overpriced, complicated, hands -on video industry. What began as a company that specialized in turnaround streams for televisions stations and newspapers, Swagit has grown significantly to a diverse client list which includes municipalities, newspapers, television stations, web portals, construction firms, higher education institutes and local consumers. As Swagit has grown, the need for a facility to comprise all aspects of its business in one place was foreseen. In early 2006 Swagit moved all of its operations into its current facility located in Plano, Texas, thus bringing a team of professionals highly experienced in Internet solutions, business development, audio /visual production, advertising and other broadband technologies into one place. Swagit is headquartered in Texas, the Swagit network of servers stretches across the country from California to Washington to Texas to Virginia and Florida. Thus the network insures fast connect times from the closest point -of- presence (POP) to an end - user's location. In addition, Swagit's network is fully redundant giving clients the peace of mind of redundancy and keeping with the Swagit motto of "Always Connected." 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 2 • IL (LJ) swagi always connected Summary of Problem Port Arthur currently tapes, then broadcasts audio and video feeds of meetings. Recognizing the benefit citizens stand to gain from viewing this important content at the actual time it airs, as well as the supplemental benefits of online viewing, Port Arthur wishes to implement an On- Demand and LIVE video streaming system, with the possibility of upgrading their current broadcast capabilities. EASE Solution Swagit puts forward a proposal for a hosted video streaming solution built around our Extensible Automated Streaming Engine (EASE) software framework. This completely hands -off solution meets the current and future needs of Port Arthur without creating any additional work for the city's clerks or webmasters. Built upon years of industry experience, EASE is a software framework comprised of foundation and extension modules that work together to automate many otherwise manually intensive tasks. You may find it helpful to refer to the below figure for an overview of the following concepts. Key Components of Swaglrs 'Hands-off' Live & On- Demand Streaming for Local Government CIe ^t Prem.ses Video Feed ����— Metadsta PEG I or ontme only content City council meeting Content Archiving agendas and minutes Broadcast t — 1� . a. Quality • — 1€ Meet Docs Swagit's Extensible Automated Document Streaming Engine (EASE) v"' Socuno ` One single stream reduces bandwidth requirements htternet VPN Swagt Prem 'Big 3' Emerging Technology Streaming Servers Live and ort de•rtand Streaming Servers • .r streaming allows t rre and - f , location sh:hed v ew :ng 4 • \ W/M Mpeg edia QT Real Flash 4 etc. - High, bandwidth Inter net . Internet connectors scale to . Internet thousands of s multa "eo..s : viewers III NI so • Im • End Users ntcp.tswww.swag 1.cem End Users 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 3 • OCID)) swagi always connected Video Capture and Encoding In order to minimize impact on the Port Arthur network, all disk space intensive storage tasks and bandwidth intensive delivery tasks are offloaded to Swagit's Content Network. The EASE encoding software is deployed on commodity computing hardware supplied either by Swagit's preferred vendors, or by the Port Arthur's existing vendors in consultation with Swagit. In many cases Swagit is able to repurpose existing hardware from previous projects (video related or otherwise) to further reduce up front capital expenditure. Although minimum required system specifications are dependent on service configuration, the following is typically sufficient for combined live and on- demand operation: - Core 2 Duo 2.4GHz processor -1 GB of memory - 40GB of disk space - Microsoft Windows XP or 2003 Server - Viewcast Osprey capture card Once deployed, Swagit's EASE Encoder records content according to your broadcast schedule and stores video ready for further compression to all major streaming formats or direct authoring to DVD. At the conclusion of each recording session Swagit's EASE Encoder transfers the recorded audio /video to the Swagit Content Network via a secure Virtual Private Network (VPN) connection, making it available for on- demand streaming. Indexing and Cross Linking Once the audio /video content tagged for indexing reaches the Swagit Content Network, our video editors are alerted so they may begin the indexing process. Using your published meeting agendas, or other directions, as a guide, they annotate your content by adding jump -to points with specific item headings which give users the greatest possible flexibility to find the specific content they need. With the help of these jump -to points, users can step through video by searching for or clicking specific items. If meeting packets or other related information are available online, our editing staff will link to them directly from the video player for easy access. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 4 (c»)swa g I r always connected Turn Around Streams and Custom Content As a courtesy, Swagit gives clients File Transfer Protocal (FTP) access to a secure area in which they may upload any audio /video files which are then tumed around to them in our standard encoding formats for inclusion anywhere on the city website or beyond. Swagit also offers in -house digitizing services for encoding of content from tape or DVD. Swagit provides all clients with free access to a selection of rich -media content from the Navy /Marines, Air Force, and Army by way of a military gallery that is branded to a client's look and feel. Document Management System Integration Through our partnerships with document and other content management system developers, Swagit is often able to reference and link to materials created prior to or during meetings. As more cities adopt these wide ranging systems to achieve truly paperless operations, Swagit is there to integrate and help recognize ancillary benefits for citizens such as: increased transparency and accessibility in government as well as increased productivity for staff. Agenda Integration a (fty a1 hi o toplaMb.t 17. )00* City ttiawa Wolk S.ssion Waflag - windows latsta.t tsptatst Li t ii S.,•,CFaf art t'a F6.4 i4J s•,..., IT s.•-•3 T--.i • ti Ea 6" ;> $ s } � - • R.is'+ ;a/ •LV /M1 m Crww r4 R9af ...R. - s.. a N q;...... A._:,. soon x. .[ 01$C9551014 .T. {r , 1 L..�cf•:eL.iRx.- ., a .r • _., s -,. nee 2 m :...,y,rsi... - 1 w..a>!"ppalttr - .i I :./Art rare, •e , i 731 r ^: ■e �Jr's ,e•i =a r e 1:: rd C'rx:•.ze • r - Prpteet :• 1 .1 , ,c1 } t .,'_•1er. r t 1 . °' s : ) x+c. Car i % F xFrUTcVf SFMTV,N 1 v� 10. :5 _ e .. -- t a1ln < > • tan" 4 lagrct! • ,'10.1 1 : 4 • 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 5 (D) swa g I r always connected 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 two full years of normal city council meetings. As clients approach prearranged storage allowances, they may choose to extend those allowances or begin removing old audio /video content in accordance with a storage horizon plan. Altematively, Swagit can assist clients in adding supplemental storage to their Swagit EASE Encoder, directly or extemally, to facilitate more cost effective long -term archiving of content while still maintaining online availability. Search and Select Archived Videos Q - n�. Misetrcss x::, SPIC .. Meetings izn `1 Search I or narrow }ear Wine - Date is Dur 1CitV Council Oct 08 2009112 lh 13m ^ City Council Work Session Oct 07, 2009 7.1h 51 NESI City Council Sep 24, 2009 151h 37m L ;;i4 `City Council Work Session Sep 23, 2009 13 57m City Council Sep 03, 2009 9 2h 18m _ ' 1 CRy Council Work Session Sep 02, 200914 'lh 29m'. ^ City Council tSSep 02. 2009 1 3m 'City Council 4 06, 2009 11 lh 41mniin Ktty Council Work Session • u' 05 2009 Eg1 'City Council 23.2009 211h 36m City Council Work Session _ Jul 22. 2009 7 2h 33m', : - !City Council 109, 2009 12th 50m Nom 1-3 !City !Cit Council Work Session u108, 2009 .5 3h 7m ' . . -: !City Council Jun 25, 2009 8 lh 11m ,City Council Work Session Jun 24, 2009 7 3h 34m !City Council Jun 11, 2009 12 40m Ckv Council Work Session Jun 10. 2009 4 2h 23m "City Council May 28, 2009 6 32m _ City Council Work Session Mai 27, 2009 4 '2h 7m City�Councd - -i IMay 14, 200913154m 1 = 3 ',3:C 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 6 (czJ)swagi always connected Presentation Once integrated into the linking structure of the city website, the customized video library becomes the portal through which users access your audio /video content. As new content is added, it automatically becomes available in the city's library without any work by the city webmaster. By navigating through the video library, user can view a list of meetings chronologically or unleash the power of the jump -to markers to search for specific points within individual audio /video clips. When it comes time to view these clips they are presented in a similarly customized player, presenting a consistent look to all aspects of the city website. p i f 74J4.•R ioa:4061 h } M'xW J•/I+ra ' IPA ..t: . ,..,a. v -. t .r w'�NRI► b.YMYx• • .... . y ... . . Video PodCasting, as offered by Swagit, is a great way to extend accessibility and adoption of your audio /video content. Building on the popularity of Apple's iPod video player, PodCasting technology allows users to subscribe to automatically published content feeds. New content becomes immediately available in their audio /video library and is subsequently synched to their portable devices the next time they are connected. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 7 (cJ)swagi always conn•ct•d 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: Flash, Windows Media, QuickTime and Real. Swagit is proud to support Flash as its default format, which has proven itself as the format of choice from such vendors as YouTube, Google Video, Myspace, ABC and NBC /Universal. Our support of Adobe Flash based delivery allows for innovative inclusion of no click audio /video players directly on the city website, optionally allowing end - users to take that content and embed it in their own websites or blogs. Currently, Flash has a 99% ubiquity rate amongst all the platforms. Swagit can provide Windows Media format (75% ubiquity) should the City of Port Arthur prefer to exclude Apple users *. Example of Embedded Video CITY OF IRVING k .. St ._ a 1 t .1.�a• f '.>♦'x?Y •V4 !M']lrettd. dH •••■••l IIEAp(pg Qt Mae MIAS b a b e b k s r d.4vets • Card emedees eed.b evedableo 10 MM f Median 1 Images. . de orekd.b. M e t a . 1 O . Mope (r'.. • •) - r •. . q__] Bells rd . ar : ••• . • • CU-= ^r : r. 7enbmbscous r.:. -. .. .._ re' - ems a ...teat a.r.i.-a- • 8:c :e.ek: t: -wu Or.:Mitt ledge " rre,e nee Ceuned C• Nanette In ng hes nrked mother bruin Mee re9.ed to es earaban0 decrease n the envie We •IDEO OII OtIWID i ..._... c ...'.f':�'.: -! . • ] _ - . , ..'..yap. :...` O baboon bib a e s1Yr ttrdF Wetted by CRY Camel re triad to Cre veOW enorovement d Irving i ter Ema rmr4 con don and O.teMYS. :Car e t at0s 0.atre -t . .emu.•. �.,. .. q rd ze.+e.ta:n ... _. .. ... _� f .. 'IDY.b�t Welt r:.gr: ee Coy of vnq ha b.0en ,W, men on the bee= 00 859row0 ell weele lsNve F.ele ee Y we. r .:............... }( .� .: • i �' T 0rovide .inn Ir N+r rrrrmO .. tar ball st]edel need end a ble•bodied d01 seis ee d. C00 7008 1 r !Niters- Fe . NI 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 - 432 - 5905 • www.swagit.com 8 • ( 1 cJ) swagi I always c tad Please see figures below, which demonstrate the ubiquity rate for Flash versus other formats th1U 99.0 :3 +r.' y 4, Y W Y � l E 5 j:t otati crib . c p r o p r d x U Adobe Mic:ruv : tt ,%Pnle Adobe 11ca:One 5VL Rash Player window Qslick'i"" shoekwate P1:.v:•r mr-iia PI;Wm' Player PI miff Brown surrey. conducted June 2008. See Methodology Section for derails an the Miltward Brown study. • On January 12, 2006 Mcrosoft announced it had ceased development of Windows Media Player for Mac. By delivering content in a range of frame sizes and streaming bandwidth combinations Swagit ensures your content is accessible on the widest possible range of platforms and Internet connection types, offering superior quality to those on high speed DSL, cable or fiber connections and accessibility to those with low bandwidth devices. Swagit makes it simple with video 57% larger video then our competitors. Please see example below. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 9 O swagi always connact•d +.a 3 rS b Sw f MurU : ily O1 I dR »n.. St Y;U� t cwercd y . �� �o # 5 f *f"'— Our local points of presence ensure your audio /video content is delivered to your citizens and staff in the most efficient manner, minimizing buffering time and providing optimal viewing quality. Monitoring and Statistics Swagit is constantly 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. 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. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214- 432 -5905 • www.swagit.com 10 (cJ)sWagi always connact•d Swagit BREASE solution Swagit Brease is a development from Swagit's popular Extensible Automated Streaming Engine (EASE) product line. Brease is a client controlled video management system for converting, managing and streaming video on a client's web site without any captial expendentures required. High - Quality Video Publish high - bitrate quality videos. No plugin installation needed. Instant playback and seeking without download. H.264 video conversions utilizing widely accepted Flash format. Custom Video Players Control the look, layout and behaviour of your video players. Create skins that perfectly blend players within your web site. The ability to display multiple content listings in one player. Custom Playlists Create playlists by date, subject, tags or popularity. Publish playlists in a player or as RSS feeds. Generate information for podcasts such as titles, description and duration for syndication. evtiti i s LS' a L+G;,yoQ 0 5- ► S N 0000 I - ._• .,. -- • . -.. 03 1 Finance Committee cn is I i w 15, n} .I IY , 0 nI `,•', F Simplified Workflow Upload video of any format, size and duration. Easily set previews, build players and generate traffic reports. Embed videos and playlists with one line of code. Manage multiply users under a single company. Upload several video clips at once using FTP client interface. Statistics Made Easy Track the popularity of your videos through views. Track the cohesion of your videos through average watched percentages. Reporting for individual clip traffic usage. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 11 (cJ)sWagi always connected Choose your preferred hosting method for streaming video: EASE'" BREASE' LIVE The best -of- Manage it aLL Costs Less breed soLution in -house 24/7 Live Stream H�r;:S• ~ i''n of PEG Channel C:i.y :`_ :off Flash For7at involvnt Larger Video SUDp rt J_. major fr,':'.:ts Low up -front cost for 3 ' a ' ' ; irtuijcJtI I In Summary The "EASE" software that we mention,above will allow no additional work for your current or future staff members. This means it requires no training, no time stamping, no editing and no staff involvement of any kind. The EASE packages will allow you to have the ability to stream all media LIVE as it happens, and then Swagit's staff will capture, process, encode, stream and archive them online. Furthermore, the content will be indexed and edited according to your agendas or other documentation. If your staff would prefer to edit their own meeting content and index their own agenda, we do offer our BREASE application, which gives the client full control to manage all of their video streaming needs all in- house. 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 - 432 - 5905 • www.swagit.com 12 (cJ)) always conn•ct•d Detailed Solution /Proposal Pricing for Web Streaming Solution Monthly Recurring Costs* Swagit Managed Services Meeting Indexing and Cross Linking Timecoding of Meeting Video Against Agenda/Minutes On- Demand Video Hosting Flash, Windows Media, QuickTime, Real Unlimited Data Transfer 36 Months Data Storage Turn Around Streams Manual Encoding of Pre - Edited Content Uploaded via FTP All Custom Content Includes Magazine Shows, PSA, and Other Special Features Package 1- Audio/Video Upload Only for Encoding & Streaming (EASE) Up to 30 Indexed Meetings Yearly and Specialty Content $375.00/mo • Includes Media On Demand • Uploaded by client via FTP or Web • Agenda integration Included Optional Services/Upgrades /Individual Pricing Each Additional Edited and Indexed On- Demand Meeting $175.00 Each Month of Storage Beyond 36 Month Window $29.00/mo • Swagit will provide the city with free streaming service through 10/31/2010 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 13 ( swagi always conn•ctad Implementation Timeline Week 0 - Project Initiation /Design - Proposal - Site inspection and installation checklist created in consultation with channel engineers and I.T. staff Week 1 - Hardware Provisioning/Development - Hardware purchased (if applicable) - Hardware assembled by Swagit engineers - Operating system installed and configured per installation checklist - Swagit EASE Encoder software installed - System bum -in testing conducted under fail -test load - Hardware sign off by Swagit Week 2 - Web Element Design - Video library and player designed by Swagit in consultation with webmaster - Linking instructions provided to webmaster - Design sign off by client Week 3 — Deployment/Implementation - Onsite hardware installation completed - Remote configuration and testing of audio/video feed quality by Swagit engineers - Confirmation of correct video library linking and integration with website - Installation sign off by Swagit Week 4 - Acceptance Testing - Dry run of meeting capture, indexing and encoding process using next available meeting rebroadcast, alternate content or live meeting - Final signoff by client and fulfillment of purchase order Deliverables - Installation checklist - Configured, tested and installed Swagit EASE Encoder - Secure FTP account for pre- edited digital content - Branded video library - Branded video player - Monthly usage statistics 850 Central Parkway E., Suite 100 • Plano, TX 75075 • 214 -432 -5905 • www.swagit.com 14