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HomeMy WebLinkAbout2018 CON Swagit Productions - Video Streaming and Remote Production ServicesAGREEMENT FOR VIDEO STREAMING SERVICES CITY OF NATIONAL CITY and SWAGIT PRODUCTIONS LLC This Agreement for Video Streaming Services ("Agreement") is entered into as of May 15, 2018 by and between the City of National City, California ("City"), a municipal corporation with offices at 1243 National City Blvd., National City, California 91950, 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: Page 1 of 16 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 National City chambers located at; 1243 National City Blvd., National City, California 91950 (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 and No/100 Dollars ($4,800.00) for Swagit EASE hardware/software and other related (including, without limitation, Installation and migration) costs (as identified and detailed on the attached Exhibit "A", page 3, "Streaming Video Hardware"); and (ii) Thirty -Four Thousand Nine Hundred Fifty and No/100 Dollars ($34,950.00) 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 Nine Hundred Twenty and 83/100 Dollars ($1,920.83) for on -demand streaming, live video streaming, sound search 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 $17,475.00) shall be due and payable not later than Fifteen (15) days following the date Agreement has been signed by Page 2 of 16 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. 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. Neither Provider, nor any of its employees, shall be entitled to any of the rights, benefits, or privileges of City's employees, including but not limited to retirement, medical, unemployment, or worker's compensation insurance. 3.2 Provider's Control of Work. All services to be provided by Provider shall be performed in accordance with the Scope of Services. Provider shall furnish the qualified personnel, materials, equipment and other items necessary to carry out the terms of this Agreement. Provider shall be responsible for and in full control of the work of all such personnel. Provider warrants and represents that all Equipment and other goods and materials provided by Provider shall be safe, fully operational, and will not cause injury or damage to any person or property, and that all persons provided by Provider to perform the work and services under this Agreement shall be adequately trained and capable of performing the work and services. 3.3 Reports to the City. Although Provider is responsible for control and supervision of work and services performed under this Agreement, the work and services provided shall be acceptable to the City and shall be subject to a general right of inspection and supervision to ensure satisfactory completion. This right of inspection and supervision shall include, but not be limited to, all reports to be provided by Provider to the City and the right of the City, as set forth in the Scope of Services. 3.4 Compliance with All Laws. Provider shall comply with all applicable laws, statutes, ordinances, rules, regulations, standards, codes, and executive orders of the federal, Page 3 of 16 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, specifically that the software does not contain any lock, clock, time, trojan horse, easter egg, time bomb, counter, copy protection feature, replication devices, defects, or other devices that might lock, disable, or erase a product or prevent client from fully utilizing the licensed software; 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 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 Page 4 of 16 warranties. Provider shall pass through to City any representations and warranties provided by third party products or through third party end user license agreements. City may directly enforce any such pass -through 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: To Provider: Ron Williams IT Manager City of National City 1243 National City Blvd. National City, CA 91950 619-250-1824 David Owusu Director of Streaming Swagit Productions, LLC 12801 N. Central Expressway, Ste 900 Dallas, Texas 75243 800/573-3160 Page 5 of 16 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. Client will cooperate reasonably in the defense of any action, and Active shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 6. INSURANCE Provider and its subcontractors shall procure and maintain in a company or companies lawfully authorized to do business in California and until all of their obligations have been discharged and satisfied (and including during any warranty periods under this Agreement), insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the services and work hereunder by Provider, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits contained herein are sufficient to protect Provider from liabilities that may arise out of the performance of the services and work under this Agreement by Provider, its agents, representatives, employees or subcontractors and Provider is free to purchase additional insurance as may be determined necessary. A. Minimum Scope and Limits of Insurance. Provider shall provide coverage at least as broad and with limits of liability not less than those stated below. 1 Commercial General Liability - Occurrence Form (Form CG 0001, ed. 10/93 or any replacements thereof) General Aggregate $2,000,000 Page 6 of 16 Products -Completed Operations Aggregate $1,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage (Any one fire) $ 50,000 Medical Expense (Any one person) Optional (This coverage must be amended to provide for an each -project aggregate limit of insurance) 2. Workers' Compensation and Employer's Liability Workers' Compensation Statutory 3. Professional Liability $1,000,000 (This coverage required by this Section 6(A)(3) must be maintained for at least two (2) years after the project is completed; if coverage is written on a claims -made basis, Provider shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement and the policy retroactive date must be equivalent to the inception date of the contract (or earlier) must be maintained during the full term of this Agreement) 4. Cyber Insurance Cyber Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all cyber-related risks that include theft, loss or misuse of data, release of private information and responsibility for costs, fines and penalties that City might incur in the event of a data breach. B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be endorsed to contain the following provisions: 1. The City of National City, 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 National City, 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 Page 7 of 16 application of other insurance) . Any insurance or self-insurance maintained by the City, its officers, officials, agents, employees, or volunteers shall be in excess to the coverage of the Provider's insurance and shall not contribute to it. 5. The Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6. Coverage provided by the Provider shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 7. The policies shall contain a waiver of subrogation in favor of the City, its officers, officials, agents, and employees. 8. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions applicable to the claims of the City of National City. 9. All insurance policies shall be endorsed to require the insurer to immediately notify the City of National City, California, in writing, of any material change in the insurance coverage. 10.AII deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the City's Risk Manager. 11.Insurance must be purchased from insurers that are financially acceptable to the City's Risk Manager and licensed to do business in the State of California. 12. If Provider maintains broader coverage or higher limits (or both) than the minimum limits shown above, City requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 13. The Certificate Holder for all policies of insurance required by this Agreement shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 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 (30) days prior written notice has been given to the City, except when cancellation is for non-payment of premium, Page 8 of 16 then at least ten (10) days prior notice shall be given to the City. Such notice shall be sent directly to the Certificate Holder's address, as described in Section 6(B)(13), with a copy to: Ron Williams IT Manager City of National City 1243 National City Blvd. National City, CA 91950 6.2 Acceptability of Insurers. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of California and with an "A.M. Best" rating of not less than A: VII, or receiving prior approval by the City's Risk Manager. 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 California Department of Insurance. 6.3 Verification of Coverage. Prior to commencing work or services, Provider shall furnish the City with certificates of insurance (ACORD form or equivalent approved by the City) as required by this Agreement (and update the same as needed to comply with this Agreement). The certificates for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance shall: 1. List each insurance coverage described and required herein. Such certificates will also include a copy of the endorsements necessary to meet the requirements and instructions contained herein. 2. Specifically set forth the notice -of -cancellation or termination provisions to the City of National City. 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. If Provider does not keep all of insurance policies required by this Agreement in full force and effect at all times during the Term of this Agreement, City may elect to treat the failure to maintain the requisite insurance as a material breach of this Agreement and terminate the Agreement as provided herein. All certificates required by this Agreement shall be sent directly to Ron Williams, IT Manager, City of National City, 1243 National City Blvd., National City, CA 91950. 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 Page 9 of 16 of the City's right to insist on, strict fulfillment of Provider's obligations under this Agreement. 6.4 Subcontractors. Providers' certificate(s) shall include all subcontractors as additional insureds under its policies or Provider shall furnish to the City separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements and all provisions identified above. 6.5 Approval. Any modification or variation from the insurance requirements in this Agreement shall be made by the City's Risk Manager, whose decision shall be final. Such action shall not require a formal amendment to this Agreement, but may be made by administrative action. 7. DEFAULT AND TERMINATION Events of Default Defined. The following shall be Events of Default under this Agreement: 7.1.1 Any material misrepresentation made by Provider to the City; 7.1.2 Any failure by Provider to perform its obligations under this Agreement including, but not limited to, the following: 7.1.2.1 Failure to commence work at the time(s) specified in this Agreement due to a reason or circumstance within Provider's reasonable control; 7.1.2.2 Failure to perform the work with sufficient personnel and equipment or with sufficient equipment to ensure completion of the work within the specified time due to a reason or circumstance within Provider's reasonable control; 7.1.2.3 Failure to perform the work in a manner reasonably satisfactory to the City; 7.1.2.4 Failure to promptly correct or re -perform within a reasonable time work that was rejected by the City as unsatisfactory or erroneous; 7.1.2.5 Discontinuance of the work for reasons not beyond Provider's reasonable control; 7.1.2.6 Failure to comply with a material term of this Agreement, including, but not limited to, any required 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. Page 10 of 16 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, within 60 days, to the City the balance upon written demand from the City. 8. ADMINISTRATIVE 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 California, without regard to any conflict Page 11 of 16 of laws provisions. Venue for any action, cause or action or proceeding under this Agreement lies exclusively in the State Superior Court of San Diego County, California, and the parties agree to submit to the personal and subject matter jurisdiction of said court. 8.3 Severability. The sections, paragraphs, sentences, phrases, words, and all other provisions of this Agreement are severable, and if any part of this Agreement is determined by a court of competent jurisdiction to be illegal, unlawful, unconstitutional, or void for any reason, the parties intend that the remaining provisions of this Agreement shall remain in full force and effect unless the stricken provision leaves the remaining Agreement unenforceable. 8.4 Mediation. As a condition precedent to any party to this Agreement filing a lawsuit the parties shall conduct mediation. The parties to this Agreement covenant, agree, warrant, and represent that they will conduct the mediation in good faith seeking to resolve any dispute between the parties prior to filing a lawsuit. The parties further covenant, agree, warrant, and represent that should a party file a lawsuit without first attending a mediation, the non -filing party shall be entitled to abate the lawsuit until such time as the parties have conducted a mediation. The parties will make a good faith attempt to agree on a mediator. If the parties cannot agree on a mediator, then each party will select a mediator and the two mediators will select a mediator for the parties. The selection of mediator made by the two mediators who are selected by the parties are binding on the parties. At the conclusion of the mediation, at the time the mediator declares an impasse, or at the time the parties execute a final settlement agreement between the parties, whichever occurs first, the parties will be deemed to have complied with the requirements of this section. Each party agrees to bear its own costs in mediation. 8.4.1 Attorney's Fees. If suit or action is initiated in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees, or in event of appeal as allowed by the appellate court. 8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be sold, assigned, pledged, subcontracted, transferred or otherwise conveyed by any means whatsoever by either the City or Provider without prior written consent of the other, and any sale, assignment, pledge, subcontract, transfer or other conveyance by either party without the other party's prior written consent shall be null and void. 8.6 Conflict of Interest. Provider covenants that Provider presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the work and services required to be performed under this Agreement. Provider further covenants that in the performance of this Agreement, Provider shall not engage any employee or apprentice having any such interest. Page 12 of 16 8.7 Authority to Contract. The undersigned officers and/or representatives of the parties hereto are the properly authorized persons and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that it has taken all actions necessary to authorize entering into this Agreement. 8.8 Integration; Modification. This Agreement represents the entire understanding of City and Provider as to those matters contained in this Agreement, and no prior oral or written understanding shall be of any force or effect with respect to those matters. This Agreement may not be modified or altered except in writing signed by duly authorized representatives of the parties. 8.9 Non -appropriation. If the City Council does not appropriate funds to continue this Contract and pay for charges hereunder, the City may terminate this Agreement at the end of the then current fiscal year, or at the time that funds are no longer available to meet the City's payment obligations hereunder. The City agrees to give written notice of termination to the Provider at least sixty (60) days prior to any termination for non -appropriation of funds and will pay the Provider in accordance with this Agreement through the date of termination of this Agreement. 8.10 Subcontractors. This Agreement or any portion hereof shall not be sub -contracted without the prior approval of the City. No subcontractor shall, under any circumstances, relieve Provider of its liability and obligation under this Agreement. The City shall deal through Provider and any subcontractor shall be dealt with as a worker and representative of Provider. Provider assumes responsibility to the City for the proper performance of the work and service of all subcontractors and any acts and omissions in connection with such performance. Nothing in this Agreement shall, or is intended or deemed to, create any legal, contractual or other relationship between the City and any subcontractor or sub -subcontractor. 8.11 No Waiver. The failure by the City to exercise any right, power, or option given to it by this Agreement, or to insist upon strict compliance with the terms of this Agreement, shall not constitute a waiver of the terms and conditions of this Agreement for any reason whatsoever, including with respect to any such right, power or option or to such compliance or to any other or subsequent default or breach hereof, nor a waiver by the City of its rights at any time to exercise any such right, power or option or to require exact and strict compliance with all the terms hereof. Any rights and remedies the City may have arising out of this Agreement shall survive the cancellation, expiration or termination of this Agreement. 8.12 No Third Party Beneficiaries. This Agreement and all of its provisions are solely for the benefit of Provider and the City and are not intended to and shall not create or grant any rights, contractual or otherwise, to any third person or entity. 8.13 "Includes". For purposes of this Agreement, "includes" and "including" are terms of enlargement and not of limitation or exclusive enumeration, and use of the terms does not create a presumption that components not expressed are excluded. Page 13 of 16 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. City is subject to the Public Records Act and this Section 9.1 is not intended to impede or impair Customer's requirements or obligations under that Act. If City receives a request for a copy of any information or documentation which Provider has indicated, by written notice to City, Provider considers confidential and proprietary, City shall notify Provider so that Provider may, at Provider's sole cost and expense, seek relief from compliance with such request. 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. 10. DURATION This Agreement shall become effective on May 15, 2018 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. If Provider is not in default of any provision of this Agreement upon the expiration of this twelve-month period, the City Manager, or designee, may extend the term upon mutual agreement between the parties. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional three (3) year term. The initial one-year period, and any extension pursuant to this Section 10, may collectively be referred to hereafter as the "Term." Page 14 of 16 11. SURVIVAL OF COVENANTS Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 12. COUNTERPARTS This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the City and Provider have duly executed this Agreement as of the day and year first above written. CITY OF NATIONAL CITY Bv: n Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney SWAGIT PRODUCTIONS LLC, a Texas limited liability company (Signatures of two corporate ofcers required) By: B - . n ' . Halley, Pre ' ent By: David Owusu, Vice President Page 15 of 16 EXHIBIT A SCOPE OF SERVICES (See Attached) Page 16 of 16 (([1» swage 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 can deliver content in all major streaming video formats: HTML5, Flash, Windows Media, QuickTime and Real. Swagit is proud to support HTML5 and Flash as its default formats, which has proven itself as the format of choice from such vendors as YouTube, Google Video, Facebook, ABC and NBC/Universal. giF EASE Solution • Monitoring Swagit is monitoring all aspects of the Swagit Content Network to ensure its health and availability. This monitoring extends to cover remote Swagit EASE Encoders deployed on client premises. In the rare event of trouble our engineers are promptly notified so that they may dispatch a swift response in accordance with our support procedures. • Statistics Swagit collates log files from our streaming servers monthly and processes them with the industry recognized Google Analytics. Google Analytics generates reports ranging from high-level, executive overviews to in depth quality of service statistics. These reports help to highlight growth trends and identify popular content. •Support Beyond our proactive monitoring and response, Swagit offers ongoing, 24/7 technical support for any issues our clients may encounter. While our choice of quality hardware vendors and a thorough pre - installation testing phase go a long way toward ensuring trouble free operation of our EASE Encoders, we do recognize that occasionally unforeseen issues arise. In the event that our engineers detect a fault, they will work to diagnose the issue. If necessary, next business day replacement of parts will be completed. Swagit offers continual software updates and feature enhancements to our services and products for the life of your managed services contract. 12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 • 214-432-5905 • www.swagit.com 2 oc=1 swags • Investment -Streaming Video Streaming Video Hardware Item Description Type Up -front Cost Hardware/Software/Provisioning 2U $4,800.00 Swagit EASE C Encoder: 2x SDI (3G/HD/SD) Video, Embedded SDI, AES, SPDIF, Balanced, Unbalanced Audio, Osprey 825e Capture Card, Osprey 800a Capture Card, Embedded SDI, AES, SPDIF, HDMI, Balanced (mini XLR), Unbalanced Audio, 13.9" 2U Rackmount Chassis SPARKLE 350W 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, Content Migration from Previous Vendor for past 9 Years, Remote Installation and Swagit's 3 Year Full System Warranty. Streaming Video Monthly Managed Services Item Description Monthly Cost Package 2: Up To 60 Indexed Meetings per year (EASE) - Includes Media On - Demand, 24/7 LIVE Stream, Sound Search and up to 120 hours of additional specialty content per year (No staff involvement —Hands Free). With Remote Switching Included (Up To 60 Meetings per year) Optional Services/Overages/Individual Pricing $1,920.83 Item Description Cost Each Additional Indexed On -Demand Meeting $150.00 evelopment or Design Implementation $150.00/hour Each Additional Remotely Switched Meeting or Event $175.00 12801 N. Central Expressway, Suite 900 • Dallas, TX 75243.214-432-5905 • www.swagit.com 3 ((Di swa g i l ....,...... t,.. Broadcast System- Avior i 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. 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 R5232 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 (c-A swagi ,,,,,, Investment — Avior Broadcast System QTY Item Description Price 3 HD PTZ Camera 3 Camera Power Connectors 3 Camera Mounts 4 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 1 PDU Remote Power Switch and Management including Battery Backup 1 Control Monitors 1 Presentation Converter/Scaler 1 CG for Video Graphics/Titles Overlay 1 Cables, Connectors, Converters, 16U Rack and Hardware necessary for installation 1 Labor & travel required to install, hook-up and provisioning Total Cost for Camera System & Installation $34,950.00 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 ACO CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDO/YYY Y) 02/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Scott Moltzan Insurance Agency 2929 N. Central Expy, STE 120 Richardson TX 75080 INSURED SWAGIT PRODUCTIONS LLC 12801 N.Central Expy Suite 900 DALLAS TX 75243 CONTACT NAME: (C PHONE . EXIL 972-407-9226 FAX Nat: E-MAIL ADDRESS: INSURE_R(S) AFFORDING COVERAGE NAIC !t INSURER A :SENTINEL INSURANCE COMPANY 30721687 INSURER B : HISCOX INC INSURER C:FARMERS INSURANCE — INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY INSR ._____ _.. .-_.. -._._. -.- %Obi SUBR POLICY EFF 1POLICY LTR TYPE OF INSURANCE I g POLICY NUMBER (MMf0DrYYYY) THE INSURED OR OTHER DESCRIBED PAID CLAIMS. EXP-T j111M1DD1YYYY) NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS. ..���.... ���.-.. LIMITS A b., COMMERCIAL GENERAL UABIUTY V �/ t EACH OCCURRENCE I $ 2,000,000 CLAIMS -MADE V OCCUR DAMAGE TO RENTED t PREM SES (Es octxrrerlrE) ; f 1,000,000 ✓ GENT V _, BLANKET AI END 30SBABY5039SA 05/15/2017 05/15/2018 AGGREGATE LIMIT APPUES PER POLICY i f JECOT ❑ LOC OTHER MED EXP (Any tine p,-rscn) $ 10,000 PERSONAL & ADINJURY $ 2,000,000 GENERAL AGGREGATE $ 4,�,� __..._ PR000CTs - col. PK AGG ' $ 4,�,� _ ......_ - _,— C AUTOMOBILE 2 LIABILITY I ANY AUTO OWNED AUTOS ONLY ' ✓ I I ✓ 605009071 05110/2017 05/10/2018 SCHEDULED AUTOS COMBINED SIN1'+i F LIMIT $ 2,000,000 BODILY INJURY Meer pe'son) E _ . BODILY INJURY (Per a i4dont) 5 HIRED ,_„_ NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY , (Per ac4ent1 __. ti A ✓ UMBRELLA LIAB EXCESS UAB DED ) 1 RE TENTION `J S O(:CUR CLAIMS -MADE L. 1 30SBABY5039SA 05/15/2017 05/15/2018 EACH OCCURRENCE AGGREGATE : s 1,000,000 t $ 1,000,000 S WORKERS COMPENSATION AND EMPLOYERS' UABILITY Y/N ANYPROPRIETOR/PARTNERIEXECUTIVE I OFF ICER/MEMBEREXCLUDED? ( I (Mandatary In NH) If yes descrlpe un0t8 DESCRIPTION Or OPERATONS trarxv 1r( 1 OTH- STATUTE 4� ER E L. EACH ACCIDENT S NIA. E L DISEASE - EA EMPLOYEE E L DISEASE - POUCY LIMIT i B PROFESSIONAL LIABILITY WITH CYBER LIABILITY 1 ✓ 1 ea NI QMPL1738301.17 05/15/2017 05/15/2018 Q Q PER CLAIM: 1,000,000 PERAGGREGATE:1 MIL DESCRIPTION OF OPERATIONS / LOCATIONS t VEHICLES (*CORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEUVEREO IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 19 `-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered mar s of ACORD Produced using Forms Boss Web Software. www. Form6Efoss.tnm tc) Impressive Publishing 800-208-1977 T3-J81 7 ® A�RD CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 2/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (305) 443-4886 USI Insurance Services National, Inc. 2601 South Bayshore Drive, Suite 1600 Coconut Grove, FL 33133 CONTACT Risk Management Department NAME: PHONE 866-443-8489 1 rya, No): 800-889-0021 INC, No, Extl: (A/C E-MAIL ADDRESS: work.comp@trinet.com INSURER(S) AFFORDING COVERAGE NAIC it INSURER A: Indemnity Insurance Company of North America 43575 INSURED TriNet HR III -A, Inc. RE: Swagit Productions, LLC 9000 Town Center Parkway Bradenton, FL 34202 INSURER 8: INSURER C: INSURER D : INSURER E : INSURER F: CERTIFICATE NUMBER• : See 601/4.1VCRMVGJ --- -- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY AUTO OWNED _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY CO aBINEDISINGLE LIMIT (EaANY $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DEO RETENTION$ A` WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) yes, describe under N / A X WLRC64417940 7/1/2017 7/1/2018 X STATUTE ERPER H_ E.L. EACH ACCIDENT 2,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 2,000,000 .L. DISEASE - POLICY LIMIT El, 2,000,000AS S DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) A Waiver of Subrogation applies in favor of certificate holder as required by written contract. Workers' Compensation coverage is limited to worksite employees of Swagit Productions, LLC through a co -employment agreement with TriNet HR III -A, Inc. CERTIFICATE HOLDER National City 1243 National City Blvd. National City, CA 91950 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) Workers' Compensation and Employers' Liability Polic Named Insured TriNet HR III -A, Inc. RE: Swagit Productions, LLC Endorsement Number Policy Number WLRC64417940 Symbol: Number: Policy Period TO 7/1/2017 7/1/2018 Effective Date of Endorsement 2/26/2018 Issued By (Name of Insurance Company) Indemnity Insurance Company of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: National City 1243 National City Blvd. National City, CA 91950 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Advance Premium: Authorized Representative WC 42 03 04B (06/14) © Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved. RESOLUTION NO. 2018 — 84 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH SWAGIT PRODUCTIONS, LLC, TO IMPLEMENT THE AVIOR HIGH DEFINITION REMOTE BROADCAST SYSTEM, AND TO PROVIDE MONTHLY STREAMING AND VIDEO PRODUCTION SERVICES FOR THE AMOUNT NOT TO EXCEED $62,800 WHEREAS, the City of National City is proposing to upgrade the Council Chambers Audio/Video (A/V) system, including the acquisition of a new video streaming service company that will replace Granicus who has been the City's video streaming and archiving service provider since the current A/V system was installed in 2008 at a streaming service cost of $17,724 per year ($1,477 monthly); and WHEREAS, the video streaming service provided by Swagit Productions, LLC, which is a critical component of the proposed Council Chambers A/V system upgrade, includes remote video production operations (remote camera switching control, video processing) in conjunction with video archiving and streaming services, which is critical because multiple cameras are being proposed as part of the A/V system upgrade and it would provide the remote camera switching and controls needed for operating a multi -camera environment; and WHEREAS, the initial cost for the first year, including implementation (equipment, installation, configuration ($34,950), Granicus-to-Swagit video migration ($4,800), 12 months of video production and streaming service ($23,050)) is $62,800, with each additional year costing $23,050 for video streaming and production services ($1920.83 per month). NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves and authorizes the Mayor to execute an Agreement with Audio Associates of San Diego for the not to exceed amount of $62,800, to upgrade the Council Chambers Audio/Video System, which includes remote video production operations (remote camera switching control, video processing) in conjunction with video archiving and streaming services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of MayQ18. on Morrison, Mayor ATTEST: � �A Michael R. Dalla, y Clerk APPROVED AS TO FORM: r • it " �• ris- • es it, Attorney Passed and adopted by the Council of the City of National City, California, on May 15, 2018 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California 61 Clerk of the City o at City ional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2018-84 of the City of National City, California, passed and adopted by the Council of said City on May 15, 2018. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: May 15, 2018 AGENDA ITEM NO. 15 FEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Swagit Productions, LLC, to implement the AVIOR High Definition Remote Broadcast System and provide monthly streaming and video production services for an amount not to exceed $62,800. PREPARED BY: Ron Williams PHONE: 619-336-4373 EXPLANATION: See attachments DEPARTMENT: CMO APPROVED BY: FINANCIAL STATEMENT: APPROVED'! "(/ - Finance ACCOUNT NO. APPROVED: MIS Funds are appropriated in account 629-403-082-502-0000 ($34,950) and 629-403-082-299-0000 ($27,850) ENVIRONMENTAL REVIEW: This is not a project, therefore does not require environmental review ORDINANCE: INTRODUCTION: FINAL ADOPTION: r STAFF RECOMMENDATION: Staff recommends authorizing the Mayor to execute an agreement with Swagit Productions, LLC. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Explanation 1. Contract `1C�c.a • �`�� 5. `7t.4' z v/ Explanation The City of National City is proposing to upgrade the Council Chambers AudioNideo (AN) system, including the acquisition of a new video streaming service to replace Granicus. Granicus has been the City's video streaming and archiving service since 2008 when the current AN system was installed. The Granicus streaming service costs $17,724 per year ($1477 / month). The proposed Swagit Productions, LLC video streaming service includes remote video production operations (remote camera switching control, video processing) in conjunction with video archiving and streaming services. This service is critical because multiple cameras are being proposed as part of the NV system upgrade and it would provide the remote camera switching and controls needed for operating a multi -camera environment. The initial cost for the first year including implementation (equipment, installation, configuration ($34,950), Granicus-to-Swagit video migration ($4,800), 12 months of video production and streaming service ($23,050)) is $62,800. The annual cost for the proposed video streaming and production services is 23,050 ($1920.83 / month), a $5,326 increase relative to current annual streaming costs. Swagit video streaming service is a critical component of the proposed Council Chambers NV system upgrade. Staff highly recommends Council authorize the execution of a one year agreement with Swagit Productions, LLC to provide video streaming services to replace Granicus and provide remote video production services. AGREEMENT FOR VIDEO STREAMING SERVICES CITY OF NATIONAL CITY and SWAGIT PRODUCTIONS LLC This Agreement for Video Streaming Services ("Agreement") is entered into as of May 15, 2018 by and between the City of National City, California ("City„), a municipal corporation with offices at 1243 National City Blvd., National City, California 91950, 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: Page 1 of 16 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 National City chambers located at; 1243 National City Blvd., National City, California 91950 (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 and No/100 Dollars ($4,800.00) for Swagit EASE hardware/software and other related (including, without limitation, Installation and migration) costs (as identified and detailed on the attached Exhibit "A", page 3, "Streaming Video Hardware"); and (ii) Thirty -Four Thousand Nine Hundred Fifty and Nol100 Dollars ($34,950.00) 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 Nine Hundred Twenty and 83/100 Dollars ($1,920.83) for on -demand streaming, live video streaming, sound search 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 $17,475.00) shall be due and payable not later than Fifteen (15) days following the date Agreement has been signed by Page 2 of 16 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. 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. Neither Provider, nor any of its employees, shall be entitled to any of the rights, benefits, or privileges of City's employees, including but not limited to retirement, medical, unemployment, or worker's compensation insurance. 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 famish the qualified personnel, materials, equipment and other items necessary to carry out the terms of this Agreement. Provider shall be responsible for and in full control of the work of all such personnel. Provider warrants and represents that all Equipment and other goods and materials provided by Provider shall be safe, fully operational, and will not cause injury or damage to any person or property, and that all persons provided by Provider to perform the work and services under this Agreement shall be adequately trained and capable of performing the work and services. 3.3 Reports to the City. Although Provider is responsible for control and supervision of work and services performed under this Agreement, the work and services provided shall be acceptable to the City and shall be subject to a general right of inspection and supervision to ensure satisfactory completion. This right of inspection and supervision shall include, but not be limited to, all reports to be provided by Provider to the City and the right of the City, as set forth in the Scope of Services. 3.4 Compliance with All Laws. Provider shall comply with all applicable laws, statutes, ordinances, rules, regulations, standards, codes, and executive orders of the federal, Page 3 of 16 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, specifically that the software does not contain any lock, clock, time, trojan horse, easter egg, time bomb, counter, copy protection feature, replication devices, defects, or other devices that might lock, disable, or erase a product or prevent client from fully utilizing the licensed software; 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 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 Page 4 of 16 warranties. Provider shall pass through to City any representations and warranties provided by third party products or through third party end user license agreements. City may directly enforce any such pass -through 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: To Provider: Ron Williams IT Manager City of National City 1243 National City Blvd. National City, CA 91950 619-250-1824 David Owusu Director of Streaming Swagit Productions, LLC 12801 N. Central Expressway, Ste 900 Dallas, Texas 75243 800/573-3160 Page 5 of 16 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 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. Client will cooperate reasonably in the defense of any action, and Active shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 6. INSURANCE Provider and its subcontractors shall procure and maintain in a company or companies lawfully authorized to do business in California and until all of their obligations have been discharged and satisfied (and including during any warranty periods under this Agreement), insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the services and work hereunder by Provider, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits contained herein are sufficient to protect Provider from liabilities that may arise out of the performance of the services and work under this Agreement by Provider, its agents, representatives, employees or subcontractors and Provider is free to purchase additional insurance as may be determined necessary. A. Minimum Scope and Limits of Insurance. Provider shall provide coverage at least as broad and with limits of liability not less than those stated below. 1. Commercial General Liability - Occurrence Form (Form CG 0001, ed. 10/93 or any replacements thereof) General Aggregate $2,000,000 Page 6 of 16 Products -Completed Operations Aggregate Personal & Advertising Injury Each Occurrence Fire Damage (Any one fire) Medical Expense (Any one person) (This coverage must be amended to provide for an insurance) 2. Workers' Compensation and Employer's Liability Workers' Compensation $1,000,000 $1,000,000 $1,000,000 $ 50,000 Optional each -project aggregate limit of Statuto ry 3. Professional Liability $1,000,000 (This coverage required by this Section 6(A)(3) must be maintained for at least two (2) years after the project is completed; if coverage is written on a claims -made basis, Provider shall maintain such insurance coverage for three (3) years after expiration of the term (and any extensions) of this Agreement and the policy retroactive date must be equivalent to the inception date of the contract (or earlier) must be maintained during the full term of this Agreement) 4. Cyber Insurance Cyber Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all cyber-related risks that include theft, loss or misuse of data, release of private information and responsibility for costs, fines and penalties that City might incur in the event of a data breach. B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be endorsed to contain the following provisions: 1. The City of National City, 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 National City, 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 Page 7 of 16 application of other insurance) . Any insurance or self-insurance maintained by the City, its officers, officials, agents, employees, or volunteers shall be in excess to the coverage of the Provider's insurance and shall not contribute to it. 5. The Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6. Coverage provided by the Provider shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 7. The policies shall contain a waiver of subrogation in favor of the City, its officers, officials, agents, and employees. 8. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions applicable to the claims of the City of National City. 9. All insurance policies shall be endorsed to require the insurer to immediately notify the City of National City, California, in writing, of any material change in the insurance coverage. 10.All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the City's Risk Manager. 11.Insurance must be purchased from insurers that are financially acceptable to the City's Risk Manager and licensed to do business in the State of California. 12. If Provider maintains broader coverage or higher limits (or both) than the minimum limits shown above, City requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 13. The Certificate Holder for all policies of insurance required by this Agreement shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 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 (30) days prior written notice has been given to the City, except when cancellation is for non-payment of premium, Page 8 of 16 then at least ten (10) days prior notice shall be given to the City. Such notice shall be sent directly to the Certificate Holder's address, as described in Section 6(6)(13), with a copy to: Ron Williams IT Manager City of National City 1243 National City Blvd. National City, CA 91950 6.2 Acceptability of Insurers. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of California and with an "A.M. Best" rating of not less than A: VII, or receiving prior approval by the City's Risk Manager. 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 California Department of Insurance. 6.3 Verification of Coverage. Prior to commencing work or services, Provider shall fumish the City with certificates of insurance (ACORD form or equivalent approved by the City) as required by this Agreement (and update the same as needed to comply with this Agreement). The certificates for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance shall: 1. List each insurance coverage described and required herein. Such certificates will also include a copy of the endorsements necessary to meet the requirements and instructions contained herein. 2. Specifically set forth the notice -of -cancellation or termination provisions to the City of National City. 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. If Provider does not keep all of insurance policies required by this Agreement in full force and effect at all times during the Term of this Agreement, City may elect to treat the failure to maintain the requisite insurance as a material breach of this Agreement and terminate the Agreement as provided herein. All certificates required by this Agreement shall be sent directly to Ron Williams, IT Manager, City of National City, 1243 National City Blvd., National City, CA 91950. 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 Page 9 of 16 of the City's right to insist on, strict fulfillment of Provider's obligations under this Agreement. 6.4 Subcontractors. Providers' certificate(s) shall include all subcontractors as additional insureds under its policies or Provider shall furnish to the City separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements and all provisions identified above. 6.5 Approval. Any modification or variation from the insurance requirements in this Agreement shall be made by the City's Risk Manager, whose decision shall be final. Such action shall not require a formal amendment to this Agreement, but may be made by administrative action. 7. DEFAULT AND TERMINATION Events of Default Defined. The following shall be Events of Default under this Agreement: 7.1.1 Any material misrepresentation made by Provider to the City; 7.1.2 Any failure by Provider to perform its obligations under this Agreement including, but not limited to, the following: 7.1.2.1 Failure to commence work at the time(s) specified in this Agreement due to a reason or circumstance within Provider's reasonable control; 7.1.2.2 Failure to perform the work with sufficient personnel and equipment or with sufficient equipment to ensure completion of the work within the specified time due to a reason or circumstance within Provider's reasonable control; 7.1.2.3 Failure to perform the work in a manner reasonably satisfactory to the City; 7.1.2.4 Failure to promptly correct or re -perform within a reasonable time work that was rejected by the City as unsatisfactory or erroneous; 7.1.2.5 Discontinuance of the work for reasons not beyond Provider's reasonable control; 7.1.2.6 Failure to comply with a material term of this Agreement, including, but not limited to, any required 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. Page 10 of 16 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, within 60 days, to the City the balance upon written demand from the City. 8. ADMINISTRATIVE 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 California, without regard to any conflict Page 11 of 16 of laws provisions. Venue for any action, cause or action or proceeding under this Agreement lies exclusively in the State Superior Court of San Diego County, California, and the parties agree to submit to the personal and subject matter jurisdiction of said court. 8.3 Severability. The sections, paragraphs, sentences, phrases, words, and all other provisions of this Agreement are severable, and if any part of this Agreement is determined by a court of competent jurisdiction to be illegal, unlawful, unconstitutional, or void for any reason, the parties intend that the remaining provisions of this Agreement shall remain in full force and effect unless the stricken provision leaves the remaining Agreement unenforceable. 8.4 Mediation. As a condition precedent to any party to this Agreement filing a lawsuit the parties shall conduct mediation. The parties to this Agreement covenant, agree, warrant, and represent that they will conduct the mediation in good faith seeking to resolve any dispute between the parties prior to filing a lawsuit. The parties further covenant, agree, warrant, and represent that should a party file a lawsuit without first attending a mediation, the non -filing party shall be entitled to abate the lawsuit until such time as the parties have conducted a mediation. The parties will make a good faith attempt to agree on a mediator. If the parties cannot agree on a mediator, then each party will select a mediator and the two mediators will select a mediator for the parties. The selection of mediator made by the two mediators who are selected by the parties are binding on the parties. At the conclusion of the mediation, at the time the mediator declares an impasse, or at the time the parties execute a final settlement agreement between the parties, whichever occurs first, the parties will be deemed to have complied with the requirements of this section. Each party agrees to bear its own costs in mediation. 8.4.1 Attomev's Fees. If suit or action is initiated in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees, or in event of appeal as allowed by the appellate court. 8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be sold, assigned, pledged, subcontracted, transferred or otherwise conveyed by any means whatsoever by either the City or Provider without prior written consent of the other, and any sale, assignment, pledge, subcontract, transfer or other conveyance by either party without the other party's prior written consent shall be null and void. 8.6 Conflict of Interest. Provider covenants that Provider presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the work and services required to be performed under this Agreement. Provider further covenants that in the performance of this Agreement, Provider shall not engage any employee or apprentice having any such interest. Page 12 of 16 8.7 Authority to Contract. The undersigned officers and/or representatives of the parties hereto are the properly authorized persons and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby certifies to the other that it has taken all actions necessary to authorize entering into this Agreement. 8.8 Integration: Modification. This Agreement represents the entire understanding of City and Provider as to those matters contained in this Agreement, and no prior oral or written understanding shall be of any force or effect with respect to those matters. This Agreement may not be modified or altered except in writing signed by duly authorized representatives of the parties. 8.9 Non -appropriation. If the City Council does not appropriate funds to continue this Contract and pay for charges hereunder, the City may terminate this Agreement at the end of the then current fiscal year, or at the time that funds are no longer available to meet the City's payment obligations hereunder. The City agrees to give written notice of termination to the Provider at least sixty (60) days prior to any termination for non -appropriation of funds and will pay the Provider in accordance with this Agreement through the date of termination of this Agreement. 8.10 Subcontractors. This Agreement or any portion hereof shall not be sub -contracted without the prior approval of the City. No subcontractor shall, under any circumstances, relieve Provider of its liability and obligation under this Agreement. The City shall deal through Provider and any subcontractor shall be dealt with as a worker and representative of Provider. Provider assumes responsibility to the City for the proper performance of the work and service of all subcontractors and any acts and omissions in connection with such performance. Nothing in this Agreement shall, or is intended or deemed to, create any legal, contractual or other relationship between the City and any subcontractor or sub -subcontractor. 8.11 No Waiver. The failure by the City to exercise any right, power, or option given to it by this Agreement, or to insist upon strict compliance with the terms of this Agreement, shall not constitute a waiver of the terms and conditions of this Agreement for any reason whatsoever, including with respect to any such right, power or option or to such compliance or to any other or subsequent default or breach hereof, nor a waiver by the City of its rights at any time to exercise any such right, power or option or to require exact and strict compliance with all the terms hereof. Any rights and remedies the City may have arising out of this Agreement shall survive the cancellation, expiration or termination of this Agreement. 8.12 No Third Party Beneficiaries. This Agreement and all of its provisions are solely for the benefit of Provider and the City and are not intended to and shall not create or grant any rights, contractual or otherwise, to any third person or entity. 8.13 "Includes". For purposes of this Agreement, "includes" and "including" are terms of enlargement and not of limitation or exclusive enumeration, and use of the terms does not create a presumption that components not expressed are excluded. Page 13 of 16 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. City is subject to the Public Records Act and this Section 9.1 is not intended to impede or impair Customer's requirements or obligations under that Act. If City receives a request for a copy of any information or documentation which Provider has indicated, by written notice to City, Provider considers confidential and proprietary, City shall notify Provider so that Provider may, at Provider's sole cost and expense, seek relief from compliance with such request. 9.2 Included Parties; Interlocal Agreement. Pursuant to any interlocai, 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. 10. DURATION This Agreement shall become effective on May 15, 2018 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. If Provider is not in default of any provision of this Agreement upon the expiration of this twelve-month period, the City Manager, or designee, may extend the term upon mutual agreement between the parties. This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional three (3) year term. The initial one-year period, and any extension pursuant to this Section 10, may collectively be referred to hereafter as the "Term." Page 14 of 16 11. SURVIVAL OF COVENANTS Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 12. COUNTERPARTS This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the City and Provider have duly executed this Agreement as of the day and year first above written. CITY OF NATIONAL CITY SWAGIT PRODUCTIONS LLC, a Texas limited liability company (Signatures of two corporate officers required) By: Ron Morrison, Mayor APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney By: Roberto M. Contreras Deputy City Attorney By: Bryan . Halley, Pre By: David Owusu, Vice President Page 15 of 16 EXHIBIT A SCOPE OF SERVICES (See Attached) Page 16 of 16 'De Wa9it Scope of Services — Exhibit A EASE Solution vomiumewsiosemilmosesummewom 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 can deliver content in all major streaming video formats: HTMLS, Flash, Windows Media, QuickTime and Real. Swagit is proud to support HTMLS and Flash as its default formats, which has proven itself as the format of choice from such vendors as YouTube, Google Video, Facebook, ABC and NBC/Universal. on)) swagit EASE Solution • Monitoring Swagit is monitoring all aspects of the Swagit Content Network to ensure its health and availability. This monitoring extends to cover remote Swagit EASE Encoders deployed on client premises. In the rare event of trouble our engineers are promptly notified so that they may dispatch a swift response in accordance with our support procedures. • Statistics Swagit collates log files from our streaming servers monthly and processes them with the industry recognized Google Analytics. Google Analytics generates reports ranging from high-level, executive overviews to in depth quality of service statistics. These reports help to highlight growth trends and identify popular content. •Support Beyond our proactive monitoring and response, Swagit offers ongoing, 24/7 technical support for any issues our clients may encounter. While our choice of quality hardware vendors and a thorough pre - installation testing phase go a long way toward ensuring trouble free operation of our EASE Encoders, we do recognize that occasionally unforeseen issues arise. In the event that our engineers detect a fault, they will work to diagnose the issue. If necessary, next business day replacement of parts will be completed. Swagit offers continual software updates and feature enhancements to our services and products for the life of your managed services contract. 12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 • 214-432-5905 • www.swagit.com 2 (ci# syva g it Investment -Streaming Video Streaming Video Hardware Item Description Type Up -front Cost Hardware/Software/Provisioning 2U $4,800•00 Swagit EASE C Encoder: 2x S01(3G/HD/SD) Video, Embedded SDI, AES, SPDIF, Balanced, Unbalanced Audio, Osprey 825e Capture Card, Osprey 800a Capture Card, Embedded SDI, AES, SPDIF, HDMI, Balanced (mini XLR), Unbalanced Audio, 13.9" 2U Rackmount Chassis SPARKLE 350W 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, Content Migration from Previous Vendor for past 9 Years, Remote Installation and Swagit's 3 Year Full System Warranty. Streamin : Video Month! Managed Services Item Description Monthly Cost Package 2: Up To 60 Indexed Meetings per year (EASE) - Includes Media On - Demand, 24/7 UVE Stream, Sound Search and up to 120 hours of additional specialty content per year (No staff involvement —Hands Free). With Remote Switching included (Up To 60 Meetings per year) Optional Services/Overages/Individual Pricing $1,920.83 Item Description Cost Each Additional Indexed On -Demand Meeting Programming, Development or Design implementation Each Additional Remotely Switched Meeting or Event $150.00 $150.00/hour $175.00 12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 •214-432-5905 • www.swagit.com 3 ((C ) SWpgit v+ +�+Fwv: t+v 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. 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 (L]$ sywa g i t Investment — Avior Broadcast System try 3 Item Description HD PTZ Camera rncc 3 Camera Power Connectors 3 Camera Mounts 4 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-Directionai HDMI 1 Avior Control Software ---1 1 PDU Remote Power Switch and Management including Battery Backup 1 Control Monitors 1 Presentation Converter/Scaler 1 CG for Video Graphics/Titles Overlay 1 Cables, Connectors, Converters, 16U Rack and Hardware necessary 1 Labor & travel required to install, hook-up and provisioning 1 Total Cost for Camera System & Installation $34,950.00 , 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 RESOLUTION NO. 2018 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH SWAGIT PRODUCTIONS, LLC, TO IMPLEMENT THE AVIOR HIGH DEFINITION REMOTE BROADCAST SYSTEM, AND TO PROVIDE MONTHLY STREAMING AND VIDEO PRODUCTION SERVICES FOR THE AMOUNT NOT TO EXCEED $62,800 WHEREAS, the City of National City is proposing to upgrade the Council Chambers Audio/Video (A/V) system, including the acquisition of a new video streaming service company that will replace Granicus who has been the City's video streaming and archiving service provider since the current A/V system was installed in 2008 at a streaming service cost of $17,724 per year ($1,477 monthly); and WHEREAS, the video streaming service provided by Swagit Productions, LLC, which is a critical component of the proposed Council Chambers A/V system upgrade, includes remote video production operations (remote camera switching control, video processing) in conjunction with video archiving and streaming services, which is critical because multiple cameras are being proposed as part of the NV system upgrade and it would provide the remote camera switching and controls needed for operating a multi -camera environment; and WHEREAS, the initial cost for the first year, including implementation (equipment, installation, configuration ($34,950), Granicus-to-Swagit video migration ($4,800), 12 months of video production and streaming service ($23,050)) is $62,800, with each additional year costing $23,050 for video streaming and production services ($1920.83 per month). NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby approves and authorizes the Mayor to execute an Agreement with Audio Associates of San Diego for the not to exceed amount of $62,800, to upgrade the Council Chambers Audio/Video System, which includes remote video production operations (remote camera switching control, video processing) in conjunction with video archiving and streaming services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of May, 2018. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk May 29, 2018 Mr. David Owusu Director of Streaming Swagit Productions, LLC 12801 N. Central Expressway, Ste. 900 Dallas, Texas 75243 Dear Mr. Owusu, On May 15th, 2018, Resolution No. 2018-84 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Swagit Productions, LLC. We are forwarding a certified copy of the above Resolution and a fully executed original Agreement for your records. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures