HomeMy WebLinkAbout2020-3049Contract # 2020-3049
AGREEMENT FOR
VIDEO STREAMING SERVICES
CITY OF COLUMBIA HEIGHTS
and
SWAGIT PRODUCTIONS, LLC
This Agreement for Video Streaming Services ("Agreement") is made by and
between the City of Columbia Heights, Minnesota ("City") , a municipal corporation with
offices at 590 40th Avenue NE, Columbia Heights, Minnesota 55421, and Swagit
Productions, LLC, ("Provider") a Texas Limited Liability Company, with offices at 12801
North 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:
1. SERVICES TO BE PERFORMED BY PROVIDER
Provider agrees to perform the following work and services for the City:
11
1.1 Provider agrees to provide the work and services as set forth in the _Scope of
Services.
1.2 Without limiting the foregoing provisions of Section 1.1, the services to be provided
by Provider include the installation ("Installation") by Provider of all hardware,
software, cameras, wiring, and related equipment and materials identified and
described in the Scope of Services (collectively, the "Equipment") within the City of
Columbia Heights chambers located at; 590 40th Avenue NE, Columbia Heights,
Minnesota 55421 (the "Site"). Before installing the same, Provider shall deliver to
the City, for review and consideration of approval, drawings or plans and
specifications for such Installation. The City's approval of any Installation or
related plans does not and shall not constitute a representation or warranty by the
City that the Installation or related plans comply with any specifications therefor or
with any applicable governmental laws, rules, codes, standards, or regulations.
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) Four Thousand Eight Hundred Ninety and No/100 Dollars
($4,890.00) for Swagit EASE hardware/software and other related
(including, without limitation, Installation) costs (as identified and
detailed on the attached Exhibit "A", page 3, "Streaming Video
Hardware"); and
(ii) Thirty -Four Thousand Seven Hundred Fifteen and No/100
Dollars ($34,715.00) for broadcast system hardware/software and
other related (including, without limitation, Installation) costs (as
identified and detailed on the attached Exhibit "A", page 5, "Avior
Broadcast System"); and
(b) Following the Installation at the Site of all Equipment by Provider and the
acceptance thereof by the City, the City shall pay to Provider a monthly fee
in the amount of One Thousand Two Hundred Ninety -Five and No/100
Dollars ($1,295.00) for on -demand streaming, live video streaming and
remote switching (as identified and described on the attached Exhibit "A",
page 3, "Streaming Video Monthly Managed Services").
2.2 (a) Payment for the work, services, and Equipment described in Section
2.1(a)(i) and 2.1(a)(ii), above, shall be due and payable following the
completion of the Installation of the Equipment by Provider, the acceptance
thereof by the City, and the receipt by the City of an invoice from Provider for
such work, service and Equipment; provided, however that with respect to
the work, service and Equipment described in Section 2.1(a)(ii), fifty percent
(50%) of the not -to -exceed amount set forth therein (or $17,357.50) shall be
2
due and payable not later than Fifteen (15) days following the date
Agreement has been signed by both parties.
(b) Payment balance for the work, services, and Equipment described in
Section 2.1(a)(ii) shall be due and payable following the completion of the
Installation of the Equipment by Provider and the acceptance thereof by the
Director.
(c) Except as set forth herein, payments will be processed on a monthly basis,
unless annual billing has been requested, 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.
(d) Should the City fail to pay any invoice that is outstanding more than 60 days,
a 5% service fee will be applied to the total amount of that invoice, not
including any shipping or sales tax.
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 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
3
inspection and supervision shall include, but not be limited to, all reports to be
provided by Provider to the City and the right of the City, as set forth in the Scope of
Services.
3.4 Compliance with All Laws. Provider shall comply with all applicable laws, statutes,
ordinances, rules, regulations, standards, codes, and executive orders of the
federal, state and local government, which may affect the performance of this
Agreement.
3.5 organization and Authorization. Provider warrants and represents that: (i) it is a
limited liability company duly organized, validly existing and in good standing under
the laws of the State of Texas, and which shall remain in good standing throughout
the term of this Agreement; (ii) it has the requisite power and authority to carry on
its business as it is now being conducted; (iii) it has the legal capacity to enter into
this Agreement; (iv) the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated by this Agreement have been
authorized and approved by all action required on the part of Provider; (v) has the
right and authority to sell the hardware and software to the City; (vi) all hardware
and software shall be in good working order; and, (vii) all licenses and warranties
regarding the software and hardware shall be conveyed to the City.
3.6 No Conflict. Provider warrants and represents that the execution and delivery of
this Agreement and ancillary agreements hereto by Provider does and will not: (i)
conflict with, or result in any violation or breach of, any provision of Provider's
charter documents; (ii) result in any violation or breach of, or constitute a default
under, or require a consent or waiver under, any of the terms, conditions or
provisions of any license, contract or other agreement to which Provider is a party;
or (iii) conflict with or violate any franchise, license, judgment, order, statute, law,
rule or regulation applicable to Provider.
3.7 Camera and Broadcast Operations. Although Provider is responsible for control
and supervision of work and services performed under this Agreement, the City
understands that the operation of the camera and broadcast system can be done
remotely. Such remote operation requires access via inbound TCP port 2001,
outbound TCP ports 21, 80, 443, 1935, 5721, and outbound UDP ports 53, 123.
The City will need to supply the Provider with access to such TCP and UDP ports
with respect to the City's Internet connection. If, such access is not given or the
City's Internet connection fails during operations, the Provider will not be held
responsible for remote camera operations. Additionally, in the event the Provider
decides to operate such system manually, the City shall provide access to the
equipment (as identified and described in the Scope of Services, page 5, "Avior
Broadcast System') at the Site described in Section 1.2, above.
3.8 Warranty. Provider warrants that: (i) any streaming server hardware provided by
Swagit not in good working order and used under normal operating conditions, will
be fully replaced for a period of three (3) years; (ii) thereafter, all costs of streaming
server hardware replacement due to any failure or caused by normal wear and tear,
shall be at the City's expense; (iii) all operating and proprietary software for any
streaming server shall be fully replaced or upgraded, at no cost to the City, for the
4
life of the contract; and, (iv) all hardware and software for the broadcasting
equipment (as identified and described in the Scope of Services, page 5, "Avior
Broadcast System'), shall be replaced or fixed with respect to each components
manufacturer's warranties.
3.9 Provider's Service Network. Provider's content delivery network and service level
represents that: (i) it maintains full N+1 redundancy on all service critical -
infrastructure in order to protect against outages. Multiple mirror facilities provide
diverse geographic redundancy. Within each facility servers have multiple power
supplies, network interfaces and RAID protected storage. Provider is connected to
upstream bandwidth providers by multiple gigabit uplinks, transitioning to gigabit
and ten -gigabit connections to multiple "tier 1" bandwidth providers, offering route
diversity and redundancy. These bandwidth providers maintain 24/7 staffs familiar
with mitigating Denial of Service attacks, should the need arise, which they have
sufficient capacity to absorb -and -filter; (ii) Provider utilizes external, 3rd party
monitoring services to track server availability metrics. This service tracks
availability from approximately 30 international points which helps isolate regional
networking issues, in addition to any centralized failures; (iii) Content is stored on
Provider's networks and viewable to the public for a period of three years or as
defined by the managed services. All content is stored and backed -up offline
indefinitely during the service term. Content can also be stored locally on the City's
network for an indefinite period of time limited only by storage capacity, with the
added benefit of cached delivery to local users. City is consulted before they
exceed any storage horizon and may extend the window for additional years; (iv)
Content is stored in widely accessible formats and is available for export at any
time. Exported data will include multimedia content and associated documents in
their native format as well as any structured metadata in XML format. Access to
exported content can be via FTP, but in such an event the City is encouraged to
provide a portable hard drive to ease the transition of storage and bandwidth
intensive content; and (v) the City may verify compliance with these policies at any
time in consultation with Provider engineers and officers.
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:
Ben Sandell
Communications Coordinator
City of Columbia Heights
590 40th Avenue NE
Columbia Heights, MN 55421
763-706-3615
To Provider:
David Owusu
Director of Streaming
Swagit Productions, LLC
12801 N. Central Expressway, Ste 900
Dallas, Texas 75243
800-573-3160
5
Notice shall be deemed given upon receipt by the party to whom it is sent.
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 Indemnitor, 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 its subcontractors shall procure and maintain in a company or companies
lawfully authorized to do business in Minnesota and until all of their obligations have
been discharged and satisfied (and including during any warranty periods under this
Agreement), insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the services and work
hereunder by Provider, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Agreement and
in no way limit the indemnity covenants contained in this Agreement. The City in no
way warrants that the minimum limits contained herein are sufficient to protect Provider
from liabilities that may arise out of the performance of the services and work under this
Agreement by Provider, its agents, representatives, employees or subcontractors and
Provider is free to purchase additional insurance as may be determined necessary.
A. Minimum Scope and Limits of Insurance. Provider shall provide coverage at least
as broad and with limits of liability not less than those stated below,
Commercial General Liability - Occurrence Form
(Form CG 0001, ed. 10/93 or any replacements thereof)
General Aggregate $2,000,000
Products -Completed Operations Aggregate $1,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $ 50,000
Medical Expense (Any one person) Optional
(This coverage must be amended to provide for an each -project aggregate limit
of insurance)
2. Workers' Compensation and Emplover's Liabilit
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
4. Cyber-Liability
Each Occurrence
Aggregate
$1,000,000
$2,000,000
B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be
endorsed to contain the following provisions:
1. The City of Columbia Heights, its officers, officials, agents, employees
and volunteers shall be named as additional insureds with respect to
general liability, including liability arising out of activities performed by,
or on behalf of, the Provider; products and completed operations of the
Provider, and automobiles owned, leased, hired or borrowed by the
Provider.
2. The Provider's insurance shall contain broad form contractual liability
coverage.
3. The City of Columbia Heights, its, officers, officials, agents, employees
and volunteers shall be additional named insureds to the full limits of
liability purchased by the Provider even if those limits of liability are in
excess of those required by this Agreement.
4. The Provider's insurance coverage shall be primary insurance with
respect to the City, its, officers, officials, agents, and employees (and
must be endorsed to read as primary coverage regardless of the
application of other insurance) . Any insurance or self-insurance
maintained by the City, its officers, officials, agents, employees, or
volunteers shall be in excess to the coverage of the Provider's
insurance and shall not contribute to it.
5. The Provider's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
7
6. Coverage provided by the Provider shall not be limited to the liability
assumed under the indemnification provisions of this Agreement.
7. The policies shall contain a waiver of subrogation in favor of the City,
its officers, officials, agents, and employees.
8. All liability policies shall contain no cross liability exclusions or insured
versus insured restrictions applicable to the claims of the City of
Columbia Heights.
9. All insurance policies shall be endorsed to require the insurer to
immediately notify the City of Columbia Heights, Minnesota of any
material change in the insurance coverage.
10. Provider may maintain reasonable and customary deductibles, subject
to approval of the City.
11.Insurance must be purchased from insurers that are financially
acceptable to the City and licensed to do business in the State of
Minnesota.
6.1 Notice of Cancellation. Each insurance policy required by the insurance provisions
of this Agreement shall provide the required coverage and shall not be suspended,
voided or canceled, or not renewed, except after sixty (60) days prior written notice
has been given to the City, except when cancellation is for non-payment of
premium, then at least ten (10) days prior notice shall be given to the City. Such
notice shall be sent directly to:
Ben Sandell
Communications Coordinator
City of Columbia Heights
590 40th Avenue NE
Columbia Heights, MN 65421
6.2 Acceptability of Insurers. Insurance shall be placed with insurers duly licensed or
authorized to do business in the State of Minnesota 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 Minnesota 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:
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 Columbia Heights.
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 Ben Sandell,
Communications Coordinator, City of Columbia Heights, 590 40th Avenue NE,
Columbia Heights, MN 55421. The City reserves the right to request and receive
within ten (10) days, complete copies of all insurance policies (certified to be true and
correct by the insurance carrier) required by this Agreement at any time. The City
shall not be obligated, however, to review same or to advise Provider of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Provider from, or be deemed a waiver of the City's right to insist on, strict fulfillment of
Provider's obligations under this Agreement.
6.4 Subcontractors. Providers' certificate(s) shall include all subcontractors as
additional insureds under its policies or Provider shall furnish to the City separate
certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to the minimum requirements and all provisions
identified above.
6.5 Approval. Any modification or variation from the insurance requirements in this
Agreement shall be made by the City's risk manager, whose decision shall be final.
Such action shall not require a formal amendment to this Agreement, but may be
made by administrative action.
7. DEFAULT AND TERMINATION
Events of Default Defined. The following shall be Events of Default under this
Agreement:
7.1.1 Any material misrepresentation made by Provider to the City;
7.1.2 Any failure by Provider to perform its obligations under this Agreement
including, but not limited to, the following:
7.2
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.
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.
10
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 Minnesota, without
regard to any conflict of laws provisions. Venue for any action, cause or action or
proceeding under this Agreement lies exclusively in the State District Court of
Anoka County, Minnesota, and the parties agree to submit to the personal and
subject matter jurisdiction of said court.
8.3 Severability. The sections, paragraphs, sentences, phrases, words, and all other
provisions of this Agreement are severable, and if any part of this Agreement is
determined by a court of competent jurisdiction to be illegal, unlawful,
unconstitutional, or void for any reason, the parties intend that the remaining
provisions of this Agreement shall remain in full force and effect unless the stricken
provision leaves the remaining Agreement unenforceable.
8.4 Attorney's Fees. If suit or action is initiated in connection with any controversy
arising out of this Agreement, the prevailing party shall be entitled to recover in
addition to costs such sum as the court may adjudge reasonable as attorney fees,
or in event of appeal as allowed by the appellate court.
8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of
the parties hereto. This Agreement may not be sold, assigned, pledged,
subcontracted, transferred or otherwise conveyed by any means whatsoever by
either the City or Provider without prior written consent of the other, and any sale,
11
assignment, pledge, subcontract, transfer or other conveyance by either party
without the other party's prior written consent shall be null and void.
8.6 Conflict of Interest. Provider covenants that Provider presently has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or
degree with the performance of the work and services required to be performed
under this Agreement. Provider further covenants that in the performance of this
Agreement, Provider shall not engage any employee or apprentice having any such
interest.
8.7 Authority to Contract. The undersigned officers and/or representatives of the
parties hereto are the properly authorized persons and have the necessary
authority to execute this Agreement on behalf of the parties hereto, and each
party hereby certifies to the other that it has taken all actions necessary to
authorize entering into this Agreement.
8.8 Integration-, Modification. This Agreement represents the entire understanding of
City and Provider as to those matters contained in this Agreement, and no prior oral
or written understanding shall be of any force or effect with respect to those
matters. This Agreement may not be modified or altered except in writing signed by
duly authorized representatives of the parties.
8.9 Non-gppropriation. 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
12
such right, power or option or to require exact and strict compliance with all the
terms hereof. Any rights and remedies the City may have arising out of this
Agreement shall survive the cancellation, expiration or termination of this
Agreement.
8.12 No Third Party Beneficiaries. This Agreement and all of its provisions are solely
for the benefit of Provider and the City and are not intended to and shall not
create or grant any rights, contractual or otherwise, to any third person or entity.
8.13 "Includes". For purposes of this Agreement, "includes" and "including" are terms
of enlargement and not of limitation or exclusive enumeration, and use of the
terms does not create a presumption that components not expressed are
excluded.
8.14 Incorporation of Recitals and Exhibits. The Exhibits and Recitals to this
Agreement are incorporated herein and made a part hereof for all purposes.
9. 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 City, based upon
substantially the same terms and conditions of this Agreement, with the
exception of price schedules, in an effort to establish the terms and conditions as
fair and reasonable.
13
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 additional one-year terms unless this Agreement
is terminated by either party providing written notice of its intent to terminate the
Agreement to the other party not less than sixty (60) days prior to the end of the then
current term.
11. SURVIVAL OF COVENANTS
Any of the representations, warranties, covenants, and obligations of the parties, as well
as any rights and benefits of the parties, pertaining to a period of time following the
termination of this Agreement shall survive termination.
12. COUNTERPARTS; EXECUTION OF AGREEMENT
12.1 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.
12.2 Execution of Agreement. The City shall first sign this Agreement in one or more
counterparts and deliver them to Provider. This Agreement shall not be effective
until Provider accepts and signs this Agreement in one or more counterparts at
its corporate offices in Dallas, Texas, and delivers to the City a counterpart of this
Agreement signed by the City and Provider.
City of Columbia Heights
Swagit Productions, LLC
Kelli J. Bo4eois, City Manager Bryan "alley, Presiden
Attest:
ity Clerk
09/29/2020
Date of Execution;
14
EXHIBIT A
SCOPE OF SERVICES
15
ocj))
swagil
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 client 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 includes unlimited storage of
meetings.
• Presentation
By navigating through the video library, users can view a list of meetings chronologically and once in a
selected meeting you can unleash the power of the jump -to markers to search for specific points within
individual audio/video clips. Meetings typically begin to post to a VOD account within 3-4 hours from the
end of a meeting, depending on the client's connectivity speed and bandwidth. Notwithstanding any
technical or network issues, fully indexed meetings are available on a client's site in less than 24 hours.
• Delivery
In order to deliver on -demand content to end users in a format that is native to their computer's
operating system, Swagit by default delivers content in the HTML5 and Flash streaming video formats.
These formats have proven themselves as the format of choice from such vendors as YouTube, Google
Video, Facebook, ABC and NBC/Universal.
c�o�)sa g
EASE Solution
e 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.
eStatistics
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 forthe life of your managed services contract.
-
4!
r. . Current A9,nd,, Arcinue Share Suhscrehe
,a r Item A L+u
Item B
Item C1
. Item C< ,+
t IMM C3
Comments:+
11 `4 Item 0
Item E +
Item F
Item A
W.I.- to Those in Attendance r Item G 'i+
(A) Roll Cell
Pledge of Allegiance
Preae ke ffer
ntanona:
1. Maa Dience Day Recap: Hollle Logan (5 Minutes) M
Duration: 14 min. Pe•..red b, SrragRt .' $ 2010
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 •214-432-5905 • www.swagit.com
2
xa> swagif
Investment -Streaming Video
Streamine Video Hardware
Hardware/Software/Provisioning I 2U
$4,890.00
Swagit EASE C Encoder: 2x SDI (3G/HD/SD) Video, Embedded SDI, AES, SPDIF, Balanced, Osprey 825e
Capture Card,13.9" 2U Rackmount Chassis SPARKLE 35OW Power Supply, Supermicro X11SSQ
Motherboard, Intel Core i7-6700 Processor, 8GB Micron Memory, Lite-On 24X DVD-RW, 1TB Seagate
EC3.5v5 Hard Drive, Windows 7 Professional Embedded, EASE Software Tools, System Burn -in,
Rackmount Kit, Branded Video Library Design, Branded Player Design, Remote Installation and
Swagit's 3 Year Full System Warranty.
Streaming Video Monthly Managed Services
Package 1: Up To 25 Indexed Meetings per year (EASE) - Includes Media On -
Demand, 24/7 LIVE Stream and up to 120 hours of additional specialty
content per year (No staff involvement —Hands Free). I $1,295.00
With Remote Switching Included (Up To 25 Meetings per year)
Optional Services/Overages/Individual Pricing
12801 N. Central Expressway, Suite 900 - Dallas, TX 75243 •214-432-5905 • www.swagit.com
3
(c D)) swag i
Broadcast System- Avior
Built upon years of industry experience, Avior is a complete package of cameras and pro
video -switching equipment that enables any client to fully outsource the production and
operation of a multiple camera broadcast system to Swagit.
4 During the meetings or events, Swagit personnel will operate the Avior system remotely
from their facility in Dallas, Texas. The Avior system enables Swagit to control and switch
from camera to camera depending on events taking place. When bundled with Swagit EASE,
Avior can offer a full end -to -end "hands -free" solution that requires no client staff
involvement for the operation, broadcast and streaming of an event or meeting content.
Avior enables detailed direct camera positioning (pan, tilt, zoom, focus, and
more), preset -positions, and video settings (white balance, backlight,
brightness) for the robotic cameras. Additionally, Avior communicates with
the switcher to allow direct operation of the 'wipe' function from the camera
control GUI. With this powerful package you or Swagit can control all your
cameras individually and switch video sources on a video switcher locally or
remotely. Avior is an invaluable integration of camera -control with switcher
operations for use with live production setups like chambers, churches,
meeting rooms, and more.
Avior includes 2-4+ HD robotic (computer -
controllable pan/tilt/zoom) cameras. These popular robotic cameras have excellent
video quality and performance. They have the ability for panning through wide
angles of motion, tilting through large ranges with superb optical zoom, and dual
video output via SDI and HDMI. They also support both RS232 and RS422 control
signals. In addition the cameras can be mounted either'up' or'hanging upside down'
for your convenience (they have built-in reversal of the picture and
left/right/up/down motion controls).
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243.214-432-5905 • www.swagit.com
4
po>> swagit
Investment — Avior Broadcast System
DescriptionQTY Item
4
HD PTZ Camera
4
Camera Power Connectors
4
Camera Mounts
5
Sony- EVI DS-Cable- to daisy chain cameras
1
EASE-C
1
BM Studio HD Live Production Switcher with Multi -View Monitor
1
BM HyperDeck Studio Mini with SD cards
1
Mini Converter SDI Distribution and Bi-Directional HDMI
1
Avior Control Software
PDU Remote Power Switch and Management including Battery
1
Backup
1
Control Monitors
1
Presentation Converter/Scaler
1
CG for Video Graphics/Titles Overlay
Cables, Connectors, Converters, 16U Rack and Hardware necessary
1
for installation
1
Labor & travel required to install, hook-up and provisioning
Total Cost for Camera System & Installation $34,715.00
Cameras can be controlled locally by the client or remotely by Swagit's staff.
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 • 214-432-5905 • www.swagit.com
5
1'"`.1%L r
F
.
ir
..
I
, . F 6A
!fr z 1
a , ■ Nis ,
1 ■ 1
M% gm I
1 MELm m
1 ..
1 LI
6mml L sir i ` .
.mo: 1 w M�' 1 r W r
I in
rm I �q•= ME- M" -r�- 1 1
,tg
Irs
Joseph Kloiber
From: Kelli Bourgeois
Sent: Thursday, November 12, 2020 2:09 PM
To: Joseph Kloiber
Subject: RE: CARES deadline stuff
Hi Joe —
Please see below. Let me know if you need more detail in the Swagit explanation.
Thanks,
Kelli
From: Joseph Kloiber
Sent: Thursday, November 12, 2020 1:51 PM
To: Kelli Bourgeois
Subject: CARES deadline stuff
Importance: High
Kelli
Q: Ben has a vague recollection that you had an explanation for why an alternate quote for the Swagit purchase
was not necessary/applicable, but he doesn't know what that explanation was. Can you provide that? I will
attach it to the contract and the voucher.
A: Swagit is providing remote video broadcast, streaming, and editing services on an ongoing basis. Swagit is
compatible with the City's agenda management software providing direct agenda links that jump a user to the
part of the meeting they are interested in creating ease of use for end users and staff alike. After researching
these services, staff found this type and level of service is not provided by any other vendors in our
area. Thus, we were unable to obtain quotes from other vendors.
Joseph Kloiber CPA I Finance Director
City of Columbia Heights I Finance Department
100 590 401" Avenue NE I Columbia Heights, MN 55421
jkloiber@columbiaheightsmn.gov Direct: (763) 706-3627
100 Years of Columbia Heights Main: (763) 706-3600
Disclaimer: Information in this message or attachment may be government data and thereby subject to the Minnesota Government
Data Practices Act; may be subject to attorney -client or work product privilege; may be confidential, privileged, proprietary, or
otherwise protected. The unauthorized review, copying, retransmission, or other use or disclosure of the information is strictly
prohibited. If you are not the intended recipient of this message, please immediately notify the sender of the transmission error and
then promptly delete this message from your computer system.
oc s w aected
gar
FIRST AMENDMENT TO THE AGREEMENT FOR
VIDEO STREAMING SERVICES
This First Amendment to the Agreement for Video Streaming Services
("1stAmendment") is entered into by and between Columbia Heights, Minnesota
("CITY") and Swagit Productions, LLC ("PROVIDER"), is hereby entered into as
of this 1 day of December, 2021.
WHEREAS, The City and Provider entered into an Agreement for Video
Streaming Services, dated September 29, 2020 (the "AGREEMENT"); and
WHEREAS, The City and Provider desire to amend the Agreement to
update the fee schedule and upgrade services, effective on December 1, 2021.
NOW THEREFORE, for and in consideration of the mutual promises
exchanged herein, and other good and valuable consideration the parties hereto,
do hereby covenant and agree to amend the Agreement as provided herein
below.
1. Exhibit A, as described in Paragraph 2.1(b) of the Agreement, sets forth
the Provider's monthly compensation for services to be performed and
expenses to be incurred.
Attached to this 1 st Amendment as Attachment A is a Streaming Video
Monthly Managed Services fee intended to replace the existing Streaming
Video Monthly Managed Services fee identified in Exhibit A (page 3) of the
Agreement. Attachment A is incorporated into this 1 st Amendment for all
purposes allowed by law.
2. Amending the Contract to upgrade to Package 2 will result in an increase
of cost for streaming video solution services under the Agreement in an
estimated annual amount of $4,800.00.
3. This 1st Amendment shall be effective on the date of execution by the
City.
4. All other provisions of the Agreement not amended by this 1 st Amendment
shall remain in full force and effect as set forth in the Agreement. In the
event of a conflict or an inconsistency between the Agreement and this 1st
Amendment or any prior or previous amendment, the terms of the 1 st
Amendment shall control.
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 • 214-432-5905 • www.swagit.com
i
9
always connected t
IN WITNESS WHEREOF the City of Columbia Heights and Swagit Productions,
LLC have executed this First Amendment to the Agreement for Video Streaming
Services on this I day of December, 2021.
City of Columbia Heights Swagit Productions, LLC
Kelli J. Bour e❑ , Cl Manager Bry�neesident
l -
Date
Date
12/02/2021
12801 N. Central Expressway, Suite 900 ' Dallas, TX 75243 ' 214-432-5905 ' www.swagit.com
gar
Attachment A
Streaming Video Monthly Managed Services
Item Description
Package 2: Up To 50 Indexed Meetings per year (EASE) - Includes Media On -
Demand, 24/7 LIVE Stream and up to 120 hours of additional specialty
content per year (No staff involvement —Hands Free). $1,695.00
With Remote Switching Included (Up To 50 Meetings per year)
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 • 214-432-5905 • www.swagit.com