HomeMy WebLinkAboutAuthorize Subscription Agreement with AV Capture All, a Digital Recording Solution
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Stacy Ulmen, City Clerk
Chris Kukulski, City Manager
SUBJECT: Authorize City Manager to sign a Subscription Agreement with AV
Capture All, a Digital Recording Solution for Government Agencies.
MEETING DATE: July 22, 2013
AGENDA ITEM TYPE: Consent
RECOMMENDATION MOTION: Motion and Vote to authorize the City Manager’s signature on the Subscription Agreement with AV Capture All, a Digital Recording Solution for
Government Agencies.
BACKGROUND: The City Clerk’s Office identified goals related to Improving Technology
Utilization and Proficiency. This included a desire to improve the live streaming broadcast of the City Commission meetings, meeting efficiency improvements for the Clerk’s transcription and audio/video linking of the meeting minutes, improved access to the Commission agendas and
packet information, time savings and a streamlined approach to citizen involvement and
receiving public comment on items within the Commission’s purview.
Three vendor software solutions were considered. The City Clerks, the IT Manager and the Assistant City Manager reviewed demonstrations by all three vendors and also sent out a questionnaire listing standard questions related to the Clerk’s Office’s identified goals with this
project.
OVERVIEW OF SERVICES: Live Streaming Broadcast AV Capture All interfaces with the City webpage and streams the live meeting on mobile
devices and on the web. During the broadcast of the meeting, the Clerk timestamps the video and
audio with the agenda segments. The Minutes are also linked to the agenda timestamps and transcribed at the same time, all occurring on one synced document. The Clerk will have total control of starting and stopping the stream from the dais instead of the need to “remote in” to
start the meeting. This will assist the Public and Staff to access only the parts of the meeting that
they are interested in after the meeting has taken place. We do not currently have this capability.
The “capture” of the meeting is stored on AV Capture’s cloud; however a copy will also be available locally. The video will be quickly added to the City Website but will be hosted on AV Capture’s site. This will save us time and a need to convert the capture which has proven to be
very difficult at times due to the size of the videos.
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Meeting Efficiency and Time Savings for the Clerk’s Office. Meeting efficiency was focused on as part of the discussion with the vendors. A Clerk’s Office
procedure manual highlighting the current meeting management process and the amount of time
that takes for each task was formed and reviewed by the vendors. The majority of the vendor’s claimed that based on our current procedures that they can save us 40-50% in time management
on our current processes.
Agenda and Packet Information
The Agenda will be placed on the City website through the AV Capture All’s interface. Instead
of linking the documents, they will be displayed as a PDF Icon. This should help eliminate the broken link issues that we have experienced in the past. There will be PDF copies of all the
Packet Materials in our Laserfiche repository as retention times need to be assigned.
AV Capture’s repository can also be searched by the Public and Staff at anytime.
UNRESOLVED ISSUES: None
ALTERNATIVES: As suggested by the City Commission.
FISCAL EFFECTS: $199 per month basic package with the option of a 10% payment discount
with the annual pre-payment amount being $2, 149. 20 per year. We will also be purchasing
some hardware for the installation and anticipate those costs not being more than $3,000. This amount was budgeted in Fiscal Year 2013 and will be a carry over into Fiscal Year 2014 for
Computer Software in the City Clerk’s budget.
Attachments:
Agreement with AV Capture All
Report compiled on: 7/05/2013
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SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") entered into on this 1st day of July, 2013 (“Effective Date”)
between AV Capture All, Inc., a Washington State Corporation having a principal place of business at
8346 83rd Ave SE Olympia, WA 98513 (referred to herein as “Licensor”), and City of Bozeman, MT
having a principal place of business at 121 North Rouse Avenue Bozeman, MT 59771 referred to herein
as “Subscriber”), collectively referred to as (“Parties”), along with any documents attached hereto or
incorporated by reference herein (“Exhibit”), governs Licensor's obligations to Subscriber and Subscriber’s
rights with respect to Products furnished by Licensor. In consideration of the mutual promises contained
herein, the Parties agree as follows:
1. DEFINITIONS
1.1. “Authorized User” means an individual who has Subscriber’s permission to use the Licensor’s
Products. An Authorized User must be a salaried staff employee of Subscriber or person
responsible for configuration, administration, management, and maintenance of electronic
computing and storage devices. For purposes of this Agreement, the use of the term
“Subscriber” hereinafter shall denote Subscriber and Authorized Users as a single whole.
1.2. “Billing Document” means an electronic and/or hardcopy document such a sales invoice,
purchase receipt, or other document(s) issued by Licensor, which indicates the items, quantities,
and prices for Products provided to Subscriber.
1.3. “Billing Period” means the minimum time interval within the Subscription Term, as specified on
the Billing Document, for which the Subscription Fee is paid.
1.4. “Content” means the audio, video and metadata digitally captured and stored through the use of
Licensor’s Products.
1.5. “Hosting” means the storage and delivery of Subscriber’s Content. Content may be stored on
Subscriber’s local capture drive, Subscriber’s local network server or Licensor’s hosted server.
1.6. “Other Software” means any third party software installed and used on the same computer that
Licensor’s Products are installed on.
1.7. "Products" shall mean the software, service and/or hardware manufactured, developed provided,
offered and/or licensed by Licensor, (whether free of charge or in exchange for a Subscription
Fee, as determined by the Licensor), all as further described in Exhibit A.
1.8. “Subscription” means the receipt of Products by Subscriber, in exchange for payment of the
Subscription Fee in compliance with the terms and conditions of this Agreement. “Active
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Subscription” refers to any Subscriptions (including suspended Subscriptions) that are not
terminated.
1.9. “Subscription Fee” means the amount due for each Subscription for each Billing Period during
the Subscription Term. The Subscription Fee is described in Exhibit A. The Subscription Fee
does not include taxes, customs duties, penalties, interests, shipping charges, and other costs (if
any).
1.10. “Subscription Term” means the time period during which Subscriber is entitled to receive
Product(s) from Licensor, provided that the terms and conditions of this Agreement are complied
with. The Subscription Term is listed in Exhibit A.
1.11. “Support” means service provided by Licensor in association with providing Products to
Subscriber for the Subscription Term.
2. SCOPE OF AGREEMENT
2.1. Licensor shall hereby grant Subscriber the right to obtain, install and use, for the duration of the
Subscription Term, the Products described herein as indicated on Exhibit A, subject to the terms,
conditions, and limitations specifically set forth in this Agreement.
2.2. This Agreement and the attached Exhibits constitute the entire Agreement. Work performed by
a third party contractor is NOT part of the terms and conditions of this Agreement.
3. ACCEPTANCE OF THIS AGREEMENT
3.1. This Agreement will become effective upon the Effective Date. The terms of any purchase order
or invoice that is issued by either party in connection with this Agreement shall not modify the
terms of this Agreement.
4. SUBSCRIBER GENERAL OBLIGATIONS
4.1. Subscriber shall inform all of its Authorized Users of the terms and conditions of this Agreement.
Subscriber shall enforce their Authorized User’s compliance with all the requirements of this
Agreement.
4.2. Subscriber shall refrain from assigning Authorized User rights to any individuals and/or legal
entities that are not immediate employees of Subscriber unless specifically delegated by
Subscriber in writing, and to take full responsibility for any actions on their part that could lead
to abuses or violations of the terms and conditions of this Agreement.
4.3. Subscriber shall not use the Content for any unlawful purposes or actions.
4.4. Subscriber and Authorized Users will assist Licensor in the installation of Product during normal
business hours by providing the following: (i) sufficient work space for Licensor(ii) access to the
Internet for the computer on which the Product(s) is installed (iii) access to the Content storage
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device and (iv) access to the Authorized Users so that Licensor may properly train the
Authorized Users.
4.5. Subscriber acknowledges that Licensor’s Product (other than operating system) is the primary
software on the device that Licensor’s Product is installed on and that any Other Software is
considered secondary. Subscriber shall be solely responsible for any secondary software that
conflicts with Licensor’s Products. Licensor is not responsible for any loss of Content as a result
of conflicts from Other Software.
5. LICENSOR GENERAL OBLIGATIONS
5.1. Licensor shall provide the Products and services listed on Exhibit A.
5.2. Licensor shall, for the duration of the Subscription Term, promptly notify and provide Subscriber
of free Product updates and upgrades that Licensor makes generally available to subscribers of
the Products. Such free Product updates and upgrades do not include any custom development
or implementation undertaken on Subscriber’s behalf.
5.3. Licensor shall notify Subscriber as soon as reasonably feasible of any intended material change,
discontinuation or addition to the Products listed on Exhibit A. Additional terms regarding
Product may be described on Exhibit A.
5.4. Licensor shall perform the following duties: (i) assist Subscriber with any and all documentation
required to execute this Agreement; (ii) assist Subscriber with the download and installation of
Licensor’s Products; (iii) train Subscriber and Authorized Users on the features and use of
Licensor’s Products; and (iv) provide support for Licensor’s Products as described below.
5.5. Licensor shall provide the following support for the duration of the Subscription Term: (i) provide
Licensor’s contact information; (i) respond within one (1) hour via phone or email from initial
contact from Subscriber; (ii) contact and assist Subscriber with Product updates/upgrades; and
(iii) train new Authorized Users.
5.6. Support required by Subscriber outside of normal business hours may incur additional costs to
Subscriber.
6. TERMS OF PAYMENT
6.1. At Licensor’s discretion, Subscription Fees, reimbursable expenses, interest, and other costs for
which Subscriber is obligated may be invoiced together or separately.
6.2. In the event of nonpayment or late payment by Subscriber, Licensor reserves the right to
suspend the Subscription pending Subscriber’s payment of all amounts in arrears or to terminate
this Agreement in accordance with Section 12 below, and/or pursue other remedies permitted by
law. Subscriber agrees to be responsible and liable for all collection costs incurred as a result of
nonpayment of the Subscription Fees and/or reimbursable expenses, as well as for interest
on past due sums at the lesser of the maxim um legally chargeable interest rate or 18
percent per annum.
6.3. In the event of early termination of any Subscription or this Agreement, Subscriber agrees to pay
Licensor compensation in an amount consisting of the following: (i) any amounts owed by
Subscriber in the form of outstanding payments as of the time of termination; and (ii) fifty (50)
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percent of the total balance due of the remaining Subscription Term, capped to a maximum of
six months.
7. RENEWAL
7.1. Each Subscription associated with this Agreement shall remain in force for the duration of its
Subscription Term, unless terminated in accordance with Section(s) 9 or 11 below. Licensor
shall notify Subscriber of renewal terms ninety (90) days prior to the end of the Subscription
Term. If a renewal Agreement is not in place by the end of the Subscription Term, the
Subscription Agreement will continually renew automatically for 30 days not to exceed 12
months of renewals at Licensors current pricing. During any renewal period Subscriber may
terminate this Agreement with thirty (30) days written notice to Licensor. Any renewal period
shall be governed by the terms and conditions of this Agreement, unless modified by terms
provided by Licensor to Subscriber prior to the commencement of a renewal term.
7.2. This Agreement shall remain in full force and effect for as long as any Subscription remains
active.
8. VOLUNTARY SUSPENSION OF SUBSCRIPTION
8.1. Whenever a situation may arise where Subscriber needs to suspend the operations for which a
particular Subscription is used, Subscriber shall have the right to request that Licensor suspend
any or all Subscriptions for a specified period of time without incurring early termination penalties
and reactivation charges. The terms and conditions for suspension and reactivation of the
Subscription(s) shall be made by a written instrument, agreed and signed by both Parties. At no
time shall such a Voluntary Suspension be longer than ninety (90) calendar days.
9. TERMINATION OF SUBSCRIPTION
9.1. Either Party may voluntarily terminate any Subscription prior to the expiration date of the
Subscription Term, without indicating their reasons for termination, by serving written notice to
the other Party no later than thirty (30) days prior to the date of termination. Access to and
usage of the Products related to the terminated Subscription shall be prohibited as of the date of
termination. Upon termination, with respect to the Products related to the Subscription being
terminated, Subscriber shall (i) discontinue all use of the Products, and components thereof; and
(ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any items relating to
the Products (including but not limited to, media, software, hardware, and electronic and printed
documentation).
9.2. Any remaining Active Subscriptions shall remain in full force unless terminated as provided
herein.
10. REFUND
10.1. In the event of voluntary termination of any Subscription(s) or this Agreement, Licensor
shall refund to Subscriber the unused portion of the total Subscription Fee pre-paid by
Subscriber for the Subscription Term for any Subscription(s) being terminated. The unused
portion of the Subscription Fee shall be calculated beginning on the thirty-first (31) day after
receiving written notice from Subscriber, less any amounts owed by Subscriber for unpaid fees
as of the termination date.
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10.2 Should Licensor terminate this Agreement due to a breach on the part of
Subscriber, Subscriber will not be entitled to a refund.
11. TERMINATION OF AGREEMENT
11.1. Either Party may voluntarily terminate this Agreement at any time, subject to the
provisions of Section 10, by serving written notice to the other Party no later than thirty (30) days
prior to the date of termination.
11.2. Licensor may terminate this Agreement without prior notice in the event of Subscriber’s
breach of any of the terms and conditions of this Agreement. Alternatively, Licensor may
temporarily suspend any or all Active Subscriptions until the breach is cured, provided, however,
that if Subscriber fails to cure the breach within thirty (30) days after receiving written notice, this
Agreement shall automatically terminate without further notice. Access to and usage of the
Product related to the suspended Subscription(s) shall be prohibited as of the date of
suspension thereof. Subscriber shall be liable for all fees and costs incurred during the period of
such suspension. Upon termination of this Agreement, Subscriber shall (i) discontinue all use of
the Product; (ii) if so required elsewhere in this Agreement or Exhibits, return or destroy any
items relating to the Product (including but not limited to media, software, hardware, and
electronic and printed documentation); and (iii) provide written notice to Licensor by mail, fax, or
email, certifying that Subscriber has complied with this paragraph.
11.3. Licensor shall not be liable for any expenses incurred by Subscriber as a result of
termination of this Agreement as a whole or any Subscription in particular.
11.4. The provisions and terms of this Agreement pertaining to the Parties’ financial obligations
and liability, and proprietary rights, copyright protection, as well as Subscriber obligations
relating to the termination procedures described herein and any other provision which by its
nature should survive, shall remain in force after any termination of this Agreement as a whole
or any Subscription in particular.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. The Products, and other items supplied by Licensor may contain authorship materials,
trademarks, word-marks and other materials that are protected by international conventions and
national trademark and copyright laws Licensor represents and warrants that it has and will
maintain throughout the Subscription Term lawful rights to the use of all components of its
Products including proprietary rights held by third parties All proprietary rights and rights of
ownership shall be reserved to their owners, including rights of authorship, creation of derivative
works (including translation to foreign languages), inclusion in compilations and collective works,
dissemination, and other rights. Subscriber shall refrain from claiming proprietary rights by virtue
of access and use of the Products, and components thereof.
13. CONFIDENTIALITY
13.1. Subscriber acknowledges that by reason of this Agreement herein it may have access to
certain confidential information and materials concerning Licensor's business, plans,
methodology, customers, technology, and Product, including without limitation certain
information that Licensor considers to be trade secrets (“Confidential Information”). Subscriber
agrees that, except in conjunction with the performance of its obligations contained herein and
its obligations pursuant to law, Subscriber will not use in any way for its own account or the
account of any third party, nor disclose to any third party except as may be required by law, any
such confidential information revealed to it in written or other tangible form or orally, and which
has been expressly identified as confidential by Licensor without the prior written consent of
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Licensor. Subscriber shall take every reasonable precaution to protect the confidentiality of
such information. Licensor shall advise Subscriber whether it considers particular information
or materials to be confidential. If Subscriber is required to make any disclosure of Licensor's
confidential information, to the extent it may legally do so, it will make reasonable efforts to
give advance written notice to Licensor of such disclosure and will use its reasonable efforts to
secure confidential treatment of such confidential information prior to its disclosure (whether
through protective orders or otherwise). Each party shall be entitled to disclose the existence of
this Agreement
14. FORCE MAJEURE
14.1. The Parties shall be absolved of liability for delays caused by events beyond the Parties’
control. Such events shall include acts of natural phenomena, war, popular unrest, epidemics,
fire, flood, earthquake and other natural disasters, failures in the operation of computer networks
and communications systems, and disruptions in the operation of postal and courier services.
15. DISCLAIMER OF WARRANTIES
15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ITS
PARTNERS, AND SUPPLIERS PROVIDE THE INFORMATION AND THE PRODUCTS “AS IS”
WITH All FAULTS AND DEFECTS THEREIN AND WITHOUT ANY WARRANTIES AND
CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR
AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF
WORKMANLIKE EFFORT, AND OF LACK OF NEGLIGENCE, All WITH REGARD TO THE
INFORMATION, SERVICES AND PRODUCTS OR THE PROVISION OF OR FAILURE TO
PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH INFORMATION AND PRODUCTS
OR OTHERWISE ARISING OUT OF THE USE OF THE INFORMATION, SERVICES, AND
PRODUCTS. THE INFORMATION FURNISHED BY LICENSOR MAY BE USED SOLELY FOR
REFERENCE PURPOSES IN THE PROCESS OF INFORMATION EXCHANGE AND SHALL
BE USED IN ADDITION TO AND IN CONJUNCTION WITH APPLICABLE REQUIREMENTS OF
LAWS, CODES, RULES, REGULATIONS, STANDARDS, AND OTHER REQUIREMENTS
ESTABLISHED BY AUTHORITIES POSSESSING VARIOUS LEVELS OF JURISDICTION.
ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT WITH
REGARD TO THE INFORMATION AND PRODUCT PROVIDED.
16. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES
16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL LICENSOR, ITS PARTNERS, OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF CONTENT OR
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF
GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY
RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR THE PROVISION OF
OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES FOR SUCH PRODUCT OR
OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR
IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF
THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, 66
BREACH OF CONTRACT OR BREACH OF WARRANTY OF LICENSOR, ITS PARTNERS, OR
ANY SUPPLIER, AND EVEN IF LICENSOR, ITS PARTNER, OR ANY SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER SHALL REFRAIN
FROM ASSIGNING LIABILITY TO LICENSOR FOR USAGE OF THE INFORMATION
SUPPLIED, BASED ON THE CIRCUMSTANCE THAT LICENSOR MERELY SUPPLIES THE
INFORMATION BUT DOES NOT GENERATE IT, UNLESS EXPRESSLY STIPULATED
OTHERWISE.
17. LIMITATION OF LIABILITY AND REMEDIES
17.1. NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, All DAMAGES
REFERENCED HEREIN AND All DIRECT OR GENERAL DAMAGES IN CONTRACT OR
ANYTHING ELSE), THE ENTIRE LIABILITY OF LICENSOR, ITS PARTNER, AND ANY OF ITS
SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT OR ANY THEORY OF
LIABILITY SHALL BE LIMITED TO THE GREATER OF THE SUBSCRIPTION FEE ACTUALLY
PAID BY SUBSCRIBER OR USD10.00. ANY CAUSE OF ACTION BY SUBSCRIBER WITH
RESPECT TO ANY PRODUCT PROVIDED MUST BE INSTITUTED WITHIN ONE (1) YEAR OF
THE CLAIM OR CAUSE OF ACTION HAVING ARISEN. THE FOREGOING LIMITATIONS,
EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. ASSIGNMENT OF RIGHTS
18.1. Subscriber may not assign or sublicense the rights granted under this Agreement to any
party, wholly or in part, without Licensor’s prior written consent. Any unauthorized attempt by
Subscriber to assign this Agreement or its rights and obligations under this Agreement to a third
party shall be deemed null and void and contrary to the terms and conditions of this Agreement.
19. GOVERNING LAW
19.1. This Agreement shall be governed by the laws of the State of Montana.
20. ENTIRE AGREEMENT
20.1. This Agreement, along with Exhibits and any attachments hereto, constitutes the entire
agreement between the Parties relating to the subject matter hereof. Unless specifically stated
herein to the contrary, this Agreement does not apply to any other oral or written agreement
between the Parties but supersedes all prior written and contemporaneous oral negotiations
discussions, commitments, and understandings (“Prior Agreements”) with respect to the subject
matter hereof. In the event any such Prior Agreement remains in effect to the extent required by
applicable law, if there is a conflict between the provisions of this Agreement and such Prior
Agreement, the provisions stipulated in the body of this Agreement shall control.
20.2. Failure by either Party to enforce any provision of this Agreement shall not be deemed a
waiver of that provision or of any other provision of this Agreement.
21. NOTICES
21.1. Notices by Parties may be given by means of electronic mail, fax, or by conventional
mail, unless otherwise specified in this Agreement.
21.2. All notices to Licensor must be sent to the addresses listed on the following web page:
http://www.avcaptureall.com/PublicPages/Company/ContactUs/tabid/195/Default.aspx
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22. REPRESENTATIONSTo induce Subscriber to enter into this Agreement, Licensor makes the
following representations:
a. Licensor has familiarized itself with the nature and extent of this Agreement, the Scope of Services,
and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in
any manner may affect cost, progress or performance of the Scope of Services.
b. Licensor represents and warrants to Subscriber that it has the experience and ability to perform the
services required by this Agreement; that it will perform said services in a professional, competent and
timely manner and with diligence and skill; that it has the power to enter into and perform this
Agreement and grant the rights granted in it; and that its performance of this Agreement shall not
infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy,
publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and
municipal laws. The City will not determine or exercise control as to general procedures or formats
necessary to have these services meet this warranty.
23. NONDISCRIMINATION: Licensor will have a policy to provide equal employment opportunity in
accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts.
The Licensor will not refuse employment to a person, bar a person from employment, or discriminate
against a person in compensation or in a term, condition, or privilege of employment because of race,
color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual
orientation, gender identity, physical or mental disability, except when the reasonable demands of the
position require an age, physical or mental disability, marital status or sex distinction. Licensor shall be
subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States
Code, and all regulations promulgated thereunder. Licensor shall require these nondiscrimination
terms of its sub-consultants providing services under this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized
officers or representatives as of the date first above written.
AV Capture All, Inc. City of Bozeman, MT
By: By:
Print Name: Chad Swanson Print Name:
Title: SVP Sales & Ops Title:
Date: 06/06/2013 Date:
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EXHIBIT A
Business Terms
1. Subscription Term: 07/01/2013 – 06/30/2016 (36 Months)
Product/Service Lic’s Unit Price Ext’d Amount
Legislative Subscription Package - Basic 1 $199.00/Mo $199.00/Mo
- Agenda Voting Application (AVA) 1 $0.00/Mo $0.00/Mo
- Public Access - 100 Hrs 1 $0.00/Mo $0.00/Mo
- Archive - 300 Hrs 1 $0.00/Mo $0.00/Mo
- LIVE Streaming - 100 Users/Mo 1 $0.00/Mo $0.00/Mo
SUB-TOTAL $199.00/Mo
TOTAL: $199.00/Mo
* Optional Annual Pre-Payment
Annual Pre-Payment Discount (10%) $(19.90)/mo / (238.80)/Yr
Annual Pre-Payment Amount $2,149.20/Yr
2. Licensor Representative:
- Representative Name: Chad Swanson
- Representative Phone: 888-360-2822
- Representative Email: chad.swanson@avcaptureall.com
3. Subscriber Contact Information:
- Agency: City of Bozeman, MT
- Authorized Representative Name:
- Authorized Representative Email:
- Mailing Address:
- Street Address:
- Phone:
- Fax:
- Administrative Contact Name:
- Administrative Contact Phone:
- Administrative Contact Email:
- Accounts Payable Name:
- Accounts Payable Phone:
- Accounts Payable Email:
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Subscription Description
The AVCA Legislative subscription includes Software, Services & Support.
Software: The software is a PC desktop application that handles the A/V recording, document
integration/syncing, and publishing online. The application is designed for use by a clerk to record and
publish meetings online easily and efficiently. The software provides an intuitive user interface enabling
the Clerk to import Agendas, Minutes and all Council related documents. All documents are attached to
the Audio/Video recording, indexed for searching, and published online for public access. Agenda topics
are synchronized to the Audio/Video recording, enabling citizens to jump directly to topics of interest while
viewing online. Council members’ motions and votes are captured and synchronized to the recording as
well
Services: The Services include On-Demand Streaming (Public Access), Archiving (Authorized User
Access), and Live Streaming (Public Access). Content that has been dropped into Archive may be made
available for Public Access at Subscriber’s discretion. Recorded meetings are accessed by the public
through the Agency’s website, while the content is hosted and streamed using AVCA’s Content
Distribution Network (CDN). Authorized Users have the ability to log into Subscriber’s account to manage
published content, make necessary changes, and access optional private sessions not intended for public
viewing. Authorized Users have two levels of security; administrator and standard user. Administrative
users can manage user accounts and all users can retrieve their own credentials if lost.
Legislative Basic - This package has limits to the services. 100 hrs of on-demand content in
Public Access. 300 hrs of content in Archive. 100 users/mo of Live Streaming. Sessions are
recorded locally, then published to cloud storage for hosting, streaming, and public dissemination.
Once the total has hit 100 hrs, newly published sessions get published in and the older sessions
drop into Archive. Individual sessions can always be un-archived and the oldest in public access
will drop into Archive to make room. Once the Archive total of 300 hrs is hit, the oldest sessions
drop into ‘dark storage’ and are available to the customer upon request. Live streaming is limited
to 100 users per calendar month, as defined by publicly addressable IP’s. Live streaming is not
shut off if the limit is breached, but is only monitored month-to-month. If consistently exceeded,
the customer can upgrade to a higher plan.
Legislative Unlimited – This package has no limits to the services. All content will remain in
Public Access for the duration of the subscription, with no sessions dropping into Archive unless
chosen to do so by Subscriber. Live Streaming has no limits to the number of users accessing the
stream.
Support: Support includes installation, training, upgrades/updates, and on-going user support for the
duration of the subscription, with live customer support assistance between 5:00 AM PST/PDT – 9:00 PM
PST/PDT. Contact for support is support@avcaptureall.com or 888-360-2822 x2.
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