HomeMy WebLinkAboutA7045 - SWAGIT PRODUCTIONS, LLC -VIDEO STREAMING SERVICESNORTHFIELD INSURANCE COMPANY
10150 YORK ROAD
5TH F LOOR
HUNT VALLEY MD 21030
NOTICE OF POLICY CONDITIONAL RENEWAL
Named Insu red & Mailing Address:
THE DARING CREATIVE, LLC
3760 CENTENNIAL ST
LAS VEGAS NV 89121
Policy No .: WS600826
Type of Policy: GENERAL LIABILITY OCCURRENCE
Producer: AGT1 3220
UNITED AGENCIES, INC. -PASADENA
301 E. COLORADO BLVD., #200
#200
PASADENA CA 91 101
Date of Expiration: 08/03/2025; 12:01 A .M . Loca l Time at the mailing address of the Named Insured.
This notice is to advise that we are agreeable to renewing this policy subject to the following:
due to change in policy terms and conditions. Please refer to the attached forms/endorsements.
The endorsements S267-CG -Combination Endorsement -Bodily Injury And Property Damage Liability and
S2623-CG -Combination Endorsement -Personal And Advertising Injury Liability have been revised and
reduce coverage. Please see N-3821 -Notice Of Change In Policy Terms -Notice Of Reduction In Coverage -
Fungi Or Bacteria Exclusion -Personal And Advertising Injury and copies of the updated endorsements for
explanation of the changes.
Additional Insured
CITY OF PALM SPRINGS ITS OFFICERS ,
EMPLOYEES AND AGENTS
3200 E TAHQUITZ
PALM SPRINGS CA 92262
RECEIVED
MAY 1 3 2025
OFFICE OF THE CITY CLERK
KIERAN DEMPSEY
FORM# CR97NV51995
O DEN 3.0.25.04a Copy for Additional Insured
NVCR15ANY REAS
05052025MYNY
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FIRST AMENDMENT TO THE AGREEMENT FOR
VIDEO STREAMING SERVICES
This First Amendment to the Agreement for Video Streaming Services
(1st Amendment") is entered into by and between Palm Springs, California
("CITY and Swagit Productions, LLC ("SWAGIT"), is hereby entered into as of
this day of May, 2018.
WHEREAS, The City and Swagit entered into an Agreement for Video
Streaming Services, dated February 13, 2018 (the "AGREEMENT"); and
WHEREAS, The City and Swagit desire to amend the Agreement to
update the fee schedule and upgrade services, effective on June 1, 2018.
NOW THEREFORE, for and in consideration of the mutual promises
exchanged herein, and other good and valuable consideration the parties hereto,
do hereby covenant and agree to amend the Agreement as provided herein
below.
Exhibit A, as described in Paragraph 2.1(b) of the Agreement, sets forth
the Provider's monthly compensation for services to be performed and
expenses to be incurred.
Attached to this 1 st Amendment as Attachment A is a 'Video On -Demand
Closed Caption Services' fee intended to supplement Paragraph 2.1(b) of
the Agreement and enable VOD closed captions capabilities within the
existing Streaming Video Monthly Managed Services, Package 4,
identified in Exhibit A (page 3) of the Agreement. Attachment A is
incorporated into this 1 st Amendment for all purposes allowed by law.
Amending the Contract to add VOD Closed Captions to Package 4 will
result in an increase of cost for streaming video solution services under
the Agreement in an estimated annual amount of $3,600.00.
3. Attached to this 1 st Amendment as Attachment B is a 'PEG PSAs' service
fee intended to supplement Paragraph 2.1(b) of the Agreement and
provide up to ten (10) produced PSAs each month scripted from the city's
direction and as part of the existing Streaming Video Monthly Managed
Services, Package 4, identified in Exhibit A (page 3) of the Agreement.
Attachment B is incorporated into this 1 st Amendment for all purposes
allowed by law.
12801 N. Central Expressway, Suite 900 ' Dallas, TX 75243 • 214-432-5905 • www.swagit.com
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4. Amending the Contract to add PEG PSAs to Package 4 will result in an
increase of cost for streaming video solution services under the
Agreement in an estimated annual amount of $3,540.00.
5. Section 10.3. of the Agreement (titled "Covenant Against Discrimination"),
shall be amended to read (additional verbiage is underlined):
Covenant Against Discrimination. In connection with its performance
under this Agreement, Contractor shall not discriminate against any
employee or applicant for employment because of actual or perceived race,
religion, color, sex, age, marital status, ancestry, national origin ( i.e., place
of origin, immigration status, cultural or linguistic characteristics, or
ethnicity), sexual orientation, gender identity, gender expression, physical
or mental disability, or medical condition (each a "prohibited basis").
Contractor shall ensure that applicants are employed, and that employees
are treated during their employment, without regard to any prohibited basis.
As a condition precedent to City's lawful capacity to enter this Agreement,
and in executing this Agreement, Contractor certifies that its actions and
omissions hereunder shall not incorporate any discrimination arising from
or related to any prohibited basis in any Contractor activity, including but not
limited to the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship; and further, that Contractor is in full compliance with the
provisions of Palm Springs Municipal Code Section 7.09.040, including
without limitation the provision of benefits, relating to non-discrimination in
city contracting.
6. This 1st Amendment shall be effective on the date of execution by the
City.
7. All other provisions of the Agreement not amended by this 1st Amendment
shall remain in full force and effect as set forth in the Agreement. In the
event of a conflict or an inconsistency between the Agreement and this 1 st
Amendment or any prior or previous amendment, the terms of the
Agreement shall control.
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 ' 214-432-5905 • www.swagit.com
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IN WITNESS WHEREOF the City of Palm Springs and Swagit Productions, LLC
have executed this first Amendment to the Agreement for Video Streaming
Services on this day of May, 2018.
City of Palm Springs
David H. Ready, E . City Manager
Date
Swagit Productions, LLC
B alley, sidentt
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Date '
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 1 214-432-5905 • www.swagit.com
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Attachment A
Video On -Demand Closed Caption Services
Swagit5ync: Up To 50 Meetings per year - SRT file insertion, processing and
clean-up for on -demand closed captions. The SRT file is delivered from a
3rd party provider after event. Within 4-5 business days from delivery, on -
demand closed captions are active for each meeting.
$300.00
12801 N. Central Expressway, Suite 900 . Dallas, TX 75243 • 214-432-5905 . www.swagit.com
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Attachment B
PEG PSAs
PEG PSA:
• Up to 10 Produced PSAs Each Month
• Voice over talent included
• Unlimited access to generic ready -to -use PSAs
$295.00
12801 N. Central Expressway, Suite 900 . Dallas, TX 75243 ' 214-432-5905 ' www.swagit.com
AGREEMENTFOR
VIDEO STREAMING SERVICES
CITY OF PALM SPRINGS
and
SWAGIT PRODUCTIONS, LLC
This Agreement for Video Streaming Services ("Agreement") is made by and
between the City of Palm Springs, California ("Cif"), a municipal corporation with offices at
3200 E. Tahquitz Canyon Way, Palm Springs, California 92262, and Swagit Productions,
LLC, ("Provider") a Texas Limited Liability Company, with offices at 12801 N. Central
Expressway, Suite 900, Dallas, Texas 75243 effective as of the date written below.
RECITALS
A. The City desires to enter into this Agreement in order to obtain video streaming
services for scheduled 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:
ORIGINAL BID
AND/OR AGREEMENT
SERVICES TO BE PERFORMED BY PROVIDER
Provider agrees to perform the following work and services for the City:
1.1 Provider agrees to provide the work and services as set forth in the Scope of Services.
2. COMPENSATION OF PROVIDER
2.1 Provider agrees to provide all of the services and equipment set forth in the Scope
of Services and as described herein for the following amounts:
(a) A one-time charge not to exceed:
(i) Four Thousand Eight Hundred and No/100 Dollars ($4,800.00) to
migrate legacy content of all past meetings recorded and indexed on a
previous vendor's system from January 2007 through July 31, 2017
(as identified and detailed on the attached Exhibit "A", page 3, "Content
Migration");
(b) Following the Installation at the site of all equipment and the acceptance
thereof by the City, the City shall pay to provider a monthly fee in the amount
of One Thousand Four Hundred Fifty and No/100 Dollars ($1,450.00) for
on -demand and live video streaming (as identified and described on the
attached Exhibit "A", page 3, "Streaming Video Monthly Managed Services").
2.2 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.
2.3 Should the City fail to pay any invoice that is outstanding more than 60 days, a 5%
service fee will be applied to the total amount of that invoice, not including any
shipping or sales tax.
3. RIGHTS, OBLIGATIONS AND REPRESENTATIONS OF PROVIDER
3.1 Independent Contractor. The parties agree that Provider performs specialized
services and that Provider enters into this Agreement with the City as an
independent contractor. Nothing in this Agreement shall be construed to constitute
Provider or any of Provider's agents or employees as an agent, employee or
representative of the City. Further, nothing in this Agreement is intended nor shall
be construed to create an employer -employee relationship, a joint venture
relationship, a joint enterprise, or to allow the City to exercise discretion or control
over the manner in which Provider performs the work and services, which are the
subject matter of this Agreement. As an independent contractor, Provider is solely
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responsible for all labor and expenses in connection with this Agreement and for
any and all damages arising out of Provider's performance under this Agreement.
3.2 Provider's Control of Work. All services to be provided by Provider shall be
performed in accordance with the Scope of Services. Provider shall furnish the
qualified personnel, materials, equipment and other items necessary to carry out the
terms of this Agreement. Provider shall be responsible for and in full control of the
work of all such personnel. Provider warrants and represents that all equipment and
other goods and materials provided by Provider shall be safe, fully operational, and
will not cause injury or damage to any person or property, and that all persons
provided by Provider to perform the work and services under this Agreement shall
be adequately trained and capable of performing the work and services.
3.3 Reports to the City. Although Provider is responsible for control and supervision of
work and services performed under this Agreement, the work and services provided
shall be acceptable to the City and shall be subject to a general right of inspection
and supervision to ensure satisfactory completion. This right of inspection and
supervision shall include, but not be limited to, all reports to be provided by Provider
to the City and the right of the City, as set forth in the Scope of Services.
3.4 Compliance with All Laws. Provider shall comply with all applicable laws, statutes,
ordinances, rules, regulations, standards, codes, and executive orders of the federal,
state and local government, which may affect the performance of this Agreement.
3.5 Organization and Authorization. Provider warrants and represents that: (i) it is a
limited liability company duly organized, validly existing and in good standing under
the laws of the State of Texas, and which shall remain in good standing throughout
the term of this Agreement; (ii) it has the requisite power and authority to carry on its
business as it is now being conducted; (iii) it has the legal capacity to enter into this
Agreement; (iv) the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement have been
authorized and approved by all action required on the part of Provider; (v) has the
right and authority to sell the hardware and software to the City; (vi) all hardware and
software shall be in good working order; and, (vii) all licenses and warranties
regarding the software and hardware shall be conveyed to the City.
3.6 No Conflict. Provider warrants and represents that the execution and delivery of this
Agreement and ancillary agreements hereto by Provider does and will not: (i) conflict
with, or result in any violation or breach of, any provision of Provider's charter
documents; (ii) result in any violation or breach of, or constitute a default under, or
require a consent or waiver under, any of the terms, conditions or provisions of any
license, contract or other agreement to which Provider is a party; or (iii) conflict with
or violate any franchise, license, judgment, order, statute, law, rule or regulation
applicable to Provider.
3.7 Warranty. Provider warrants that: (i) any streaming server hardware provided by
Swagit (as identified and described in the Scope of Services, page 3, "Streaming
Video Hardware') not in good working order and used under normal operating
conditions, will be fully replaced for a period of three (3) years; (ii) thereafter, all costs
of streaming server hardware replacement due to any failure or caused by normal
wear and tear, shall be at the City's expense; (iii) all operating and proprietary
software for any streaming server shall be fully replaced or upgraded, at no cost to
the City, for the life of the contract; and (iv) in the event of a complete hardware failure
within the warranty period, Provider shall overnight replacement parts and/or a new
server at its sole expense.
3.8 Provider's Service Network. Provider's content delivery network and service level
represents that. (i) it maintains full N+1 redundancy on all service critical -
infrastructure in order to protect against outages. Multiple mirror facilities provide
diverse geographic redundancy. Within each facility servers have multiple power
supplies, network interfaces and RAID protected storage. Provider is connected to
upstream bandwidth providers by multiple gigabit uplinks, transitioning to gigabit and
ten -gigabit connections to multiple "tier 1" bandwidth providers, offering route
diversity and redundancy. These bandwidth providers maintain 24/7 staffs familiar
with mitigating Denial of Service attacks, should the need arise, which they have
sufficient capacity to absorb -and -filter; (ii) Provider utilizes external, 3rd party
monitoring services to track server availability metrics. This service tracks availability
from approximately 30 international points which helps isolate regional networking
issues, in addition to any centralized failures; (iii) Content is stored and viewable to
the public on the Provider's networks for a period of three years or as defined by the
managed services agreement. All Content is stored and backed up offline indefinitely
for the life of the Agreement. Content can also be stored locally on the City's network
for an indefinite period of time limited only by storage capacity, with the added benefit
of cached delivery to local users. City is consulted before they exceed any storage
horizon and may extend the window for additional years; (iv) Content is stored in
widely accessible formats and is available for export at any time. Exported data will
include multimedia content and associated documents in their native format as well
as any structured metadata in XML format. Access to exported content can be via
FTP but in such an event the City is encouraged to provide a portable hard drive to
ease the transition of storage and bandwidth intensive content; and (v) the City may
verify compliance with these policies at any time in consultation with Provider
engineers and officers.
4. NOTICE PROVISIONS
Notice. Any notice concerning this Agreement shall be in writing and (i) sent by certified or
registered mail, return receipt requested, postage prepaid, (ii) delivered personally, or (iii)
placed in the custody of Federal Express Corporation or other nationally recognized
carrier to be delivered overnight; and addresses for such notice are as follows:
To the City's Authorized
Representative:
Anthony Mejia, MMC
City Clerk
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
760/323-8204
To Provider:
David Owusu
Director of Streaming
Swagit Productions, LLC
12801 N. Central Expressway, Ste 900
Dallas, Texas 75243
800/573-3160
Notice shall be deemed given upon receipt by the party to whom it is sent.
5. INDEMNIFICATION
PROVIDER'S INDEMNITY OBLIGATION. PROVIDER COVENANTS, AGREES
TO, AND SHALL DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO
THE CITY), INDEMNIFY, AND HOLD HARMLESS THE CITY OF PALM
SPRINGS, CALIFORNIA AND THE ELECTED OFFICIALS, THE OFFICERS,
EMPLOYEES, REPRESENTATIVES, AND VOLUNTEERS OF THE CITY OF
PALM SPRINGS, CALIFORNIA, INDIVIDUALLY OR COLLECTIVELY, IN BOTH
THEIR OFFICIAL AND PRIVATE CAPACITIES (THE CITY OF PALM SPRINGS,
CALIFORNIA, AND THE ELECTED OFFICIALS, THE OFFICERS, EMPLOYEES,
REPRESENTATIVES, AND VOLUNTEERS OF THE CITY OF PALM SPRINGS,
CALIFORNIA EACH BEING A "PALM SPRINGS PERSON" AND COLLECTIVELY
THE "PALM SPRINGS PERSONS"), FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, JUDGMENTS, LAWSUITS, DEMANDS, HARM, LOSSES,
DAMAGES, PROCEEDINGS, SUITS, ACTIONS, CAUSES OF ACTION, LIENS,
FEES, FINES, PENALTIES, EXPENSES, OR COSTS, OF ANY KIND AND
NATURE WHATSOEVER MADE UPON OR INCURRED BY THE CITY OF PALM
SPRINGS, CALIFORNIA AND/OR ANY OTHER PALM SPRINGS PERSON,
WHETHER DIRECTLY OR INDIRECTLY, (THE "CLAIMS"), THAT ARISE OUT
OF, RESULT FROM, OR RELATE TO: (1) ANY OF THE WORK AND SERVICES
OF THE PROVIDER AS DESCRIBED IN SECTION 1 OF THIS AGREEMENT, (II)
ANY REPRESENTATIONS AND/OR WARRANTIES BY PROVIDER UNDER
THIS AGREEMENT, AND/OR (III) ANY ACT OR OMISSION UNDER, IN
PERFORMANCE OF, OR IN CONNECTION WITH THIS AGREEMENT BY
PROVIDER, OR BY ANY OF PROVIDER'S OWNERS, DIRECTORS, OFFICERS,
SHAREHOLDERS, MANAGERS, PARTNERS, EMPLOYEES, AGENTS,
ENGINEERS, ARCHITECTS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS, INVITEES, PATRONS, GUESTS, CUSTOMERS,
TENANTS, SUBTENANTS, LICENSEE, SUBLICENSEE, CONCESSIONAIRES,
OR ANY OTHER PERSON OR ENTITY FOR WHOM PROVIDER IS LEGALLY
RESPONSIBLE, AND THEIR RESPECTIVE OWNERS, DIRECTORS,
OFFICERS, SHAREHOLDERS, MANAGERS, PARTNERS, EMPLOYEES,
AGENTS, ENGINEERS, ARCHITECTS, CONSULTANTS, CONTRACTORS,
SUBCONTRACTORS, INVITEES, PATRONS, GUESTS, CUSTOMERS,
PROVIDERS, AND CONCESSIONAIRES. SUCH DEFENSE, INDEMNITY AND
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HOLD HARMLESS SHALL AND DOES INCLUDE CLAIMS ALLEGED OR
FOUND TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OR GROSS NEGLIGENCE OF ANY PALM SPRINGS PERSON,
OR CONDUCT BY ANY PALM SPRINGS PERSON THAT WOULD GIVE RISE
TO STRICT LIABILITY OF ANY KIND.
PROVIDER SHALL PROMPTLY ADVISE THE CITY IN WRITING OF ANY CLAIM
OR DEMAND AGAINST ANY PALM SPRINGS PERSON RELATED TO OR
ARISING OUT OF PROVIDER'S ACTIVITIES UNDER THIS AGREEMENT AND
SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR
DEMAND AT PROVIDER'S SOLE COST AND EXPENSE. THE PALM SPRINGS
PERSONS SHALL HAVE THE RIGHT, AT THE PALM SPRINGS PERSONS'
OPTION AND OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE
WITHOUT RELIEVING PROVIDER OF ANY OF ITS OBLIGATIONS
HEREUNDER. THE DEFENSE, INDEMNITY, AND HOLD HARMLESS
OBLIGATIONS SET FORTH HEREIN SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
6. INSURANCE
Provider and its subcontractors shall procure and maintain in a company or companies
lawfully authorized to do business in 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.
Commercial General Liability - Occurrence Form
(Form CG 0001, ed. 10/93 or any replacements thereof)
General Aggregate $2,000,000
Products -Completed Operations Aggregate $1,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (Any one fire) $ 50,000
Medical Expense (Any one person) Optional
(This coverage must be amended to provide for an each -project aggregate limit of
insurance)
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2. Workers' Compensation and EmOover's Liabilit
Workers' Compensation Statutory
Employer's Liability: Each Accident $ 500,000
Disease -Each Employee $ 500,000
Disease -Policy Limit $ 500,000
3. Professional Liability $1,000,000
(This coverage must be maintained for at least two (2) years after the project is
completed; if coverage is written on a claims -made basis, a policy retroactive date
equivalent to the inception date of the contract (or earlier) must be maintained
during the full term of this Agreement)
B. OTHER INSURANCE REQUIREMENTS: The foregoing insurance policies shall be
endorsed to contain the following provisions:
The City of Palm Springs, 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 Palm Springs, its, officers, officials, agents, employees and
volunteers shall be additional named insureds to the full limits of liability
purchased by the Provider even if those limits of liability are in excess of
those required by this Agreement.
4. The Provider's insurance coverage shall be primary insurance with
respect to the City, its, officers, officials, agents, and employees (and
must be endorsed to read as primary coverage regardless of the
application of other insurance) . Any insurance or self-insurance
maintained by the City, its officers, officials, agents, employees, or
volunteers shall be in excess to the coverage of the Provider's insurance
and shall not contribute to it.
5. The Provider's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
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 Palm
Springs.
9. All insurance policies shall be endorsed to require the insurer to
immediately notify the City of Palm Springs, California of any material
change in the insurance coverage.
10. Provider may maintain reasonable and customary deductibles, subject
to approval of the City.
11.Insurance must be purchased from insurers that are financially
acceptable to the City and licensed to do business in the State of
California.
6.1 Notice of Cancellation. Each insurance policy required by the insurance provisions
of this Agreement shall provide the required coverage and shall not be suspended,
voided or canceled, or not renewed, except after sixty (60) days prior written notice
has been given to the City, except when cancellation is for non-payment of premium,
then at least ten (10) days prior notice shall be given to the City. Such notice shall
be sent directly to:
Anthony Mejia, City Clerk
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
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. 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:
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 Palm Springs.
All certificates and any required endorsements shall be received and approved by the
City before work commences. Each insurance policy required by this Agreement shall
be in effect at or prior to commencement of work under this Agreement and remain in
effect for the duration of this Agreement. Failure to maintain the insurance policies as
required by this Agreement or to provide evidence of renewal shall constitute a material
breach of contract.
All certificates required by this Agreement shall be sent directly to Anthony Mejia, City
Clerk, City of Palm Springs, 3200 E. Tahquitz Canyon Way, Palm Springs, CA
92262. The City reserves the right to request and receive within ten (10) days,
complete copies of all insurance policies (certified to be true and correct by the
insurance carrier) required by this Agreement at any time. The City shall not be
obligated, however, to review same or to advise Provider of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Provider from, or be
deemed a waiver of the City's right to insist on, strict fulfillment of Provider's obligations
under this Agreement.
6.4 Subcontractors. Providers' certificate(s) shall include all subcontractors as additional
insureds under its policies or Provider shall furnish to the City separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall
be subject to the minimum requirements and all provisions identified above.
6.5 Approval. Any modification or variation from the insurance requirements in this
Agreement shall be made by the City's risk manager, whose decision shall be final.
Such action shall not require a formal amendment to this Agreement, but may be
made by administrative action.
7. DEFAULT AND TERMINATION
7.1 Events of Default Defined. The following shall be Events of Default under this
Agreement:
7.1.1 Any material misrepresentation made by Provider to the City;
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7.1.2 Any failure by Provider to perform its obligations under this Agreement
including, but not limited to, the following:
7.1.2.1 Failure to commence work at the time(s) specified in this Agreement
due to a reason or circumstance within Provider's reasonable control,
7.1.2.2 Failure to perform the work with sufficient personnel and equipment
or with sufficient equipment to ensure completion of the work within
the specified time due to a reason or circumstance within Provider's
reasonable control;
7.1.2.3 Failure to perform the work in a manner reasonably satisfactory to
the City;
7.1.2.4 Failure to promptly correct or re -perform within a reasonable time
work that was rejected by the City as unsatisfactory or erroneous;
7.1.2.5 Discontinuance of the work for reasons not beyond Provider's
reasonable control;
7.1.2.6 Failure to comply with a material term of this Agreement, including,
but not limited to, the provision of insurance; and
7.1.2.7 Any other acts specifically stated in this Agreement as constituting a
default or a breach of this Agreement.
7.2 Remedies. The following shall be remedies under this Agreement.
7.2.1 Upon the occurrence of any Event of Default, the City may declare Provider
in default under this Agreement. The City shall provide written notification of
the Event of Default and any intention of the City to terminate this Agreement.
Upon the giving of notice, the City may invoke any or all of the following
remedies:
7.2.1.1 The right to cancel this Agreement as to any or all of the services yet
to be performed;
7.2.1.2 The right of specific performance, an injunction or any other
appropriate equitable remedy;
7.2.1.3 The right to monetary damages;
7.2.1.4 The right to withhold all or any part of Provider's compensation under
this Agreement,
7.2.1.5 The right to deem Provider non -responsive in future contracts to be
awarded by the City, and
7.2.1.6 The right to seek recoupment of public funds spent for impermissible
purposes.
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7.2.2 The City may elect not to declare an Event of Default or default under this
Agreement or to terminate this Agreement upon the occurrence of an Event
of Default. The parties acknowledge that this provision is solely for the benefit
of the City, and that if the City allows Provider to continue to provide the
Services despite the occurrence of one or more Events of Default, Provider
shall in no way be relieved of any of its responsibilities or obligations under
this Agreement, nor shall the City be deemed to waive or relinquish any of its
rights under this Agreement.
7.3 Right to Offset. Any excess costs incurred by the City in the event of termination of
this Agreement for default, or in the event the City exercises any of the remedies
available to it under this Agreement, may be offset by use of any payment due for
services completed before termination of this Agreement for default or the exercise
of any remedies. If the offset amount is insufficient to cover excess costs, Provider
shall be liable for and shall remit promptly to the City the balance upon written
demand from the City.
8. GENERAL PROVISIONS
8.1 Headings. The section and subsection headings contained herein are for
convenience only and shall not be used in interpretation of this Agreement and are
not intended to define or limit the scope of any provision of this Agreement.
8.2 Governing Law and Venue. This Agreement shall be governed by and administered
and interpreted under the laws of the State of California, without regard to any conflict
of laws provisions. Venue for any action, cause or action or proceeding under this
Agreement lies exclusively in the State District Court of Riverside 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 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.
11
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8.5 Assignment. This Agreement is binding on the heirs, successors and assigns of the
parties hereto. This Agreement may not be sold, assigned, pledged, subcontracted,
transferred or otherwise conveyed by any means whatsoever by either the City or
Provider without prior written consent of the other, and any sale, assignment, pledge,
subcontract, transfer or other conveyance by either party without the other party's
prior written consent shall be null and void.
8.6 Conflict of Interest. Provider covenants that Provider presently has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or
degree with the performance of the work and services required to be performed
under this Agreement. Provider further covenants that in the performance of this
Agreement, Provider shall not engage any employee or apprentice having any such
interest.
8.7 Authority to Contract. The undersigned officers and/or representatives of the
parties hereto are the properly authorized persons and have the necessary
authority to execute this Agreement on behalf of the parties hereto, and each party
hereby certifies to the other that it has taken all actions necessary to authorize
entering into this Agreement.
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.
12
A
8.11 No Waiver. The failure by the City to exercise any right, power, or option given to
it by this Agreement, or to insist upon strict compliance with the terms of this
Agreement, shall not constitute a waiver of the terms and conditions of this
Agreement for any reason whatsoever, including with respect to any such right,
power or option or to such compliance or to any other or subsequent default or
breach hereof, nor a waiver by the City of its rights at any time to exercise any
such right, power or option or to require exact and strict compliance with all the
terms hereof. Any rights and remedies the City may have arising out of this
Agreement shall survive the cancellation, expiration or termination of this
Agreement.
8.12 No Third Party Beneficiaries. This Agreement and all of its provisions are solely
for the benefit of Provider and the City and are not intended to and shall not create
or grant any rights, contractual or otherwise, to any third person or entity.
8.13 "Includes". For purposes of this Agreement, "includes" and "including" are terms
of enlargement and not of limitation or exclusive enumeration, and use of the terms
does not create a presumption that components not expressed are excluded.
8.14 Incorporation of Recitals and Exhibits. The Exhibits and Recitals to this Agreement
are incorporated herein and made a part hereof for all purposes.
9. DISCLOSURE OF AGREEMENT; INTERLOCAL ARRANGEMENTS.
9.1 Disclosure of Agreement Terms. The terms and conditions of this Agreement may
be disclosed by either party to other public agencies for the purpose of such other
agencies purchasing services under this Agreement pursuant to an interlocal or
cooperative arrangement with the City. In addition, Provider may disclose the
terms and conditions of this Agreement in an effort to show that the terms offered
to another public agency are fair and reasonable or to determine the best value. It
is understood that the Provider shall not be precluded from disclosing the terms
and conditions of its form of Service Agreement to any other third party at Swagit's
sole discretion and for any reason.
9.2 Included Parties; Interlocal Agreement. Pursuant to any interlocal,
intergovernmental, or other such cooperative agreement with the City, Provider will
accept orders from, and will furnish the Provider's Software, Hardware,
Professional Services, and Managed Services as outlined in the Proposal to any
governmental agency or other public entity authorized by the City to use the
Proposal, based upon substantially the same terms and conditions of this
Agreement, with the exception of price schedules.
9.3 Political Subdivision Participation. The Provider agrees to supply, sell, and
contract separately with other similar or related political subdivisions (i.e., colleges,
school districts, counties, cities, etc.) of the City, based upon substantially the
same terms and conditions of this Agreement, with the exception of price
schedules, in an effort to establish the terms and conditions as fair and reasonable.
13
10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall
be personally liable to the Consultant, or any successor -in -interest, in the event of
any default or breach by City or for any amount which may become due to the
Consultant or its successor, or for breach of any obligation of the terms of this
Agreement.
10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the
City has or shall have any direct or indirect financial interest in this Agreement nor
shall Contractor enter into any agreement of any kind with any such officer or
employee during the term of this Agreement and for one year
thereafter. Contractor warrants that Contractor has not paid or given, and will not
pay or give, any third party any money or other consideration in exchange for
obtaining this Agreement.
10.3 Covenant Against Discrimination. In connection with its performance under this
Agreement, Consultant shall not discriminate against any employee or applicant
for employment because of actual or perceived race, religion, color, sex, age,
marital status, ancestry, national origin (i.e., place of origin, immigration status,
cultural or linguistic characteristics, or ethnicity), sexual orientation, gender
identity, gender expression, physical or mental disability, or medical condition
(each a "prohibited basis"). Consultant shall ensure that applicants are employed,
and that employees are treated during their employment, without regard to any
prohibited basis. As a condition precedent to City's lawful capacity to enter into this
agreement, Consultant shall certify that its actions and omissions hereunder shall
not incorporate any discrimination arising from or related to any prohibited basis in
any Consultant activity, including but not limited to the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship; and further, that Consultant is in full compliance with the
provisions of Palm Springs Municipal Code Section 7.09.040 including without
limitation the provision of benefits, relating to non-discrimination in city contracting.
11. DURATION
This Agreement shall become effective on the last day of execution by the parties, and shall
continue in force for an initial term of twelve (12) months, unless sooner terminated as
provided above. All pricing is to remain firm during the contract period. This Agreement
will automatically renew for additional one-year terms unless this Agreement is terminated
by either party providing written notice of its intent to terminate the Agreement to the other
party not less than sixty (60) days prior to the end of the then current term.
14
12. 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.
13 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.
City of Palm Springs Swagit Productions, LLC
Dr. David H. Ready, Cit ger Bryan R. Halley,,R sident
t:
71'4'14�
Clerk /
Ap ed to form
7
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City Attorney Date of Lecution:
APPROVED BY CITY COUNCIL
1.3. i Ig 11 625
0161
12. 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.
13 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.
City of Palm Springs
Dr. David H. Ready, City Manager
Attest:
City Clerk
Swagit Productions, LLC
B . Halley, Pres'
z7vtfoL=
City Attorney Date of Execution:
APPROVED BY CITY COUNCIL
0145
15
EXHIBIT A
SCOPE OF SERVICES
16
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Scope of Services — Exhibit A
EASE Solution
Built upon years of industry experience, Extensible Automated Streaming Engine (EASE) is a software framework
comprised of foundation and extension modules that work together to automate many otherwise manually
intensive tasks. This completely hands -off solution meets the current and future needs of your entity without
creating any additional work for clerks or webmasters.
•Video Capture and Encoding
EASE Encoder records content according to your broadcast schedule and transfer the recorded
audio/video to the Swagit Content Network via a secure Virtual Private Network (VPN) connection,
making it available for live and/or on -demand streaming.
• Indexing and Cross Linking
Using your published meeting agendas as a guide, Swagit's Managed Service Division (SMSD) indexes the
meetings without any work from the staff. SMSD will annotate your content by adding jump -to points
with specific item headings, giving users the greatest flexibility to find the specific content they need.
With these jump -to points, users can step through video by searching for or clicking specific items.
*Agenda Management Integration
If meeting packets or other related information is available online, SMSD will link them directly to the
video player for easy access.
Swagit's EASE solution integrates with all Document/Agenda Management solutions.
•Archiving
Client audio/video can be stored securely on the Swagit Content Network indefinitely. Fault tolerance
and high availability is assured through replication of audio/video content to multiple, geographically
redundant, Storage Area Networks (SAN). Our standard packages include unlimited storage for meetings
and special content.
• Presentation
By navigating through the video library, users can view a list of meetings chronologically and once in a
selected meeting you can unleash the power of the jump -to markers to search for specific points within
individual audio/video clips.
• Delivery
In order to deliver on -demand content to end users in a format that is native to their computer's
operating system, Swagit can deliver content in all major streaming video formats: HTML5, Flash,
Windows Media, QuickTime and Real. Swagit is proud to support HTML5 and Flash as its default
formats, which has proven itself as the format of choice from such vendors as YouTube, Google Video,
Facebook, ABC and NBC/Universal.
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•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.
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Streaming Video Hardware
Swagit EASE H Encoder 1U 1 08/21/2017
Content Migration
Provisioning I N/A 1 $4,800.00
Content Migration from Previous Vendor for years 2007 - 2017. 1
Streaming Video Monthly Managed Services
Package 4: Up To 100 Indexed Meetings per year (EASE) - Includes Media On -
Demand, 24/7 LIVE Stream, Sound Search and up to 120 hours of additional $1,450.00
specialty content per year (No staff involvement —Hands Free).
Optional Services/Overages/Individual Pricing
12801 N. Central Expressway, Suite 900 • Dallas, TX 75243 •214-432-5905 • www.swagit.com
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