HomeMy WebLinkAboutAV CaptureALL - 0205184D AVCaptureAl
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") entered into on this 1st day of February, 2018 ("Effective
Date") between AV Capture All, Inc., a Washington State Corporation having a principal place of business at
19125 N Creek Pkwy, Suite 120, Bothell, WA 98011 (referred to herein as "Licensor"), and Jefferson County,
WA having a principal place of business at 1820 Jefferson Street Port Townsend, WA 98368 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 Subscribers
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, Subscribers 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 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, 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. In the event that Subscriber
uses the Content to violate the rights of a third party or violates applicable laws, Subscriber agrees to
defend, indemnify and hold Licensor harmless against all lawsuits, liability, charges, and penalties,
including resulting costs and expenses and payment of attorney fees, that may arise as a result of such
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 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; (ii) respond within one (1) hour via phone or email from initial contact
from Subscriber; (iii) contact and assist Subscriber with Product updates/upgrades; and
(iv) 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, including reasonable attorney fees, 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 maximum 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) 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 renew
automatically for a period equivalent to the length of the current Subscription Term at current pricing. 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. The Parties 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.
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. The Parties 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, 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. 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. If Licensor and Subscriber have signed a separate non -disclosure agreement, the terms of such non-
disclosure agreement control and are incorporated herein. In the event that Licensor and Subscriber
have not signed a separate non -disclosure agreement, Subscriber acknowledges that by reason of
this Agreement herein it will 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, 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 identified as confidential or which by the
nature of the information or the context of its disclosure ought to be understood to be confidential, by
Licensor without the prior written consent of Licensor. Subscriber shall take every reasonable
precaution to protect the confidentiality of such information. Upon request by Subscriber, Licensor
shall advise whether or not it considers any 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 give reasonable 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, but agrees that the terms and conditions of this Agreement shall be
treated as confidential and shall not be disclosed to any third party; provided, however, that each
party may disclose the terms and conditions of this Agreement as follows: (i) as required by any court
or other governmental body;(ii) as otherwise required by law; (iii) to legal counsel of the parties; (iv)
in confidence, to banks, investors, underwriters, investment bankers and other financing sources and
their advisors; and (v) in connection with the enforcement of this Agreement or rights under 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.
IS. 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, 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 Washington.
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/Pu blicPages/Company/ContactUs/tabid/195/Defau lt.aspx
22. OWNERSHIP OF SUBSCRIBER DATA
22.1 Licensor and Subscriber agree that all Subscriber data collected and archived pursuant Contract
shall be considered "Work Made For Hire" under the U.S. Copyright Act, 17 U.S.C. §101 et seq,
and shall be owned by Subscriber. Licensor is hereby commissioned to collect and archive
Subscriber data. Ownership includes the right to copyright, patent, register and the ability to
transfer these rights and all information related to Subscriber data. Should Subscriber exercise these
rights it agrees to hold Licensor harmless. In the event these rights are transferred the transfer
agreement will require the Transferee to indemnify and hold Licensor harmless.
Licensor shall not use or in any manner disseminate any of Subscriber data to any third
party, or represent in any way Licensor ownership in any of Subscriber data, without the
prior written permission of Subscriber. Licensor shall take all reasonable steps necessary to ensure
that its agents, employees, or Subcontractors shall not copy or disclose, transmit or perform
any of Subscriber data or any portion thereof, in any form, to any third party that is collected and
archived under this Contract.
To provide the Subscriber with additional data redundancy the Licensor agrees to provide
Subscriber their data upon request whether or not Subscriber has a current subscription.
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 Captur II, Inc.
By:
Print Name: Chad Swanson
Title: CEO
Date: 12/18/2017
Attest:
Carolyn 6allaway, J
Deputy Clerk of the Board
Approved as to form only.
a. t //.?,a /®
Phillip Hunsucker Da
Deputy Prosecuting Attorney
County of Jefferson
Board of Commissioners
/"/ - .-
Davi ullivan, hair
Kathleen Kler, Member
Kateean, Member
EXHIBIT A
1. Subscription Term: 02/01/2018 — 1/31/2021 (36 Months) Adjustable
Product/Service Lic's
Subscription - Legislative Premium 1
- AV Capture Software
- Public Access — Unlimited
- Archive — Unlimited
- Live Streaming — Unlimited
- Customer Support - Unlimited
fit Price ended Amt
$599.00/Mo $599.00/Mo
2. Licensor Representative:
- Representative Name: Chad Swanson
- Representative Phone: 888-360-2822
- Representative Email: chad.swansonfibavcantureall.com
3
Subscriber Contact Information:
- Agency: Jefferson County, WA
- 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:
TOTAL: $599.00/Mo
$7,188.00Nr
Subscription Description
The AVCA Legislative subscription includes Software, Services & Support
Software: The software is a PC desktop application that handles the AN 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 AudioNideo
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 includes 100 hrs of on -demand content in Public Access, and 300 hrs of
content in Archive. 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.
Legislative Plus - . This package includes 500 hrs of on -demand content in Public Access, 1,500 hrs of
content in Archive, and 500 users per calendar month of Live Streaming. Sessions are recorded locally, then
published to cloud storage for hosting, streaming, and public dissemination. Once the total has hit 500 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 1,500 hrs is hit, the oldest sessions drop into 'dark storage' and are available to the customer upon
request. Live streaming is limited to 500 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.
EXHIBIT A
1. Subscription Term: 02/01/2018 — 1/31/2021 (36 Months) Adjustable
Product/Service Lic's Unit Price Extended Amt
Subscription - Legislative Premium 1 $599.00/Mo $599.00/Mo
- AV Capture Software
- Public Access — Unlimited
- Archive — Unlimited
- Live Streaming — Unlimited
- Customer Support - Unlimited
TOTAL: $599.00/Mo
$7,188.00/Yr
2. Licensor Representative:
- Representative Name: Chad Swanson
- Representative Phone: 888-360-2822
- Representative Email: chad.swanson(&avcaotureall.com
3. Subscriber Contact Information:
- Agency: Jefferson County, WA
- Authorized Representative Name: Todd Oberlander
- Authorized Representative Email: itstaff(a)co.iefferson.wa.us
- Mailing Address: , PO Box 1220, Port Townsend, WA 98368
- Street Address: 1820 Jefferson St., Port Townsend, WA 98368
- Phone: 360-385-9171
- Fax: 360-385-9195
- Administrative Contact Name: Carolyn Gallaway
- Administrative Contact Phone: 360-385-9122
- Administrative Contact Email: carolyn(c)_co.jefferson.wa.us
- Accounts Payable Name: Carolyn Gallaway
- Accounts Payable Phone: 360-385-9122
- Accounts Payable Email: carolyn(a)_co.jefferson.wa.us
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
11
FROM: Mark McCauley, Central Serv' irector
DATE: February 5, 2018
RE: Request for Board of County Commissioners approval of a three-year subscription
agreement with AV CaptureAll for video streaming and archiving services.
STATEMENT OF ISSUE:
As part of a larger technology upgrade effort the Board of County Commissioners asked staff to research available
technologies and vendors to enable live video streaming and archiving of meetings held in the Commissioners
Chambers in the County Courthouse.
ANALYSIS:
Jefferson County is a large county geographically. Many residents live far from the county seat and it is impractical
for them to attend Board of Commissioner meetings. Others that live close to the county seat may have scheduling
conflicts that prevent them from attending certain meetings. Live streaming video of county meetings over the
internet would enable these residents to observe county meetings in real time using a home computer or a mobile
device. Alternatively, residents could watch the archived video when convenient for them. Meeting agenda items
will link to the appropriate video segments for convenience. This will improve access to our government for the
citizens of our county.
The video streaming and archiving system will also eliminate the regular public records requests we receive weekly
for audio recordings of board meetings since the video and audio will be available on our web site. Productivity of
Commissioner/County Administrator staff will increase because archiving the video will enable staff to prepare
action minutes, which require considerably less time to prepare than verbatim minutes.
The Commissioners previously approved a contract to purchase the required equipment. The subscription agreement
with AV CaptureAll will complete the system enabling the equipment to live stream meetings over the internet and
archive the video for on demand viewing.
FISCAL IMPACT:
This request in and of itself has no fiscal impact -it simply contracts for services already budgeted. The county
annual budget for video streaming and archiving services is $7,200. The AV CaptureAll annual subscription price is
$7,188, slightly less than budgeted.
RECOMMENDATION:
That the Board of County Commissioners approve the three-year subscription agreement with AV CaptureAll for
video streaming and archiving services.
REVIEWED Y•
flip Mo le , ounty Administra r
113 1 lell
Date
CONTRACT REVIEW FORM
CONTRACT WITH: AV CaptureAll J4N 19 2018
CONTRACT FOR: BOCC Chambers Video Streaming/Archiving TERM: Three (3) Year Subscription
AMOUNT: $7,188 per year PROCESS: Exempt from Bid Process
Consultant Selection Process
Revenue: General Fund Cooperative Purchase
Expenditure: General FundODept Competitive Sealed Bid
060
Matching Funds Required: N/A Small Works Roster
Sources(s) of Matching Funds N/A X Vendor List Bid
RFP or RFQ
Other
Step 1: REVIEW BY RISA �EINIT
Review by: /Aj
Date Reviewed:
APPROVED FORM F] Returned for revision (See Comments)
Comments
Step 2: REVIEW BY PR ECU I G TTORNEY
Review by:
Date Reviewed: 1
APPROVED AS TO FORM" El Returned for revision (See Comments)
Co �entslI IJ o ITv=-� G1,�-�,Q �✓- y -e �-.
X118. •C:
Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO
RISK MANAGEMENT AND PROSECUTING ATTORNEY
Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF
ORIGINALS
Step 5: SUBMIT TO BOCC FOR APPROVAL
Submit originals and 6 copies of Contract, Review Form, and Agenda Bill to BOCC Office.
Place "Sign Here" markers on all places the BOCC needs to sign.
MUST be in BOCC Office by 4:40 p.m. TUESDAY for the following Monday's agenda.
(This form to stay with contract throughout the contract review process.)
Adiel F. McKnight
From: Chad Swanson <chad.swanson@avcaptureall.com>
Sent: Tuesday, May 24, 2022 3:22 PM
To: Carolyn Gallaway;AVCA Billing
Subject: RE: Notice of Pricing Adjustment
Hi Carolyn,
That's correct. Your initial subscription term was originally from 2/1/2018—1/31/2021.The subscription auto-renewed
on 2/1/2021 and again on 2/1/2022 at the same rate.The new rate will not take effect until it auto-renews again on
2/1/2023, at our current rate, per Section 7.1 of the agreement.The Judicial add-on was added under the same
agreement.
I'm glad you enjoy using AV Capture, an I appreciate your comment!
Thanks,
Chad
From: Carolyn Gallaway
Sent:Tuesday, May 24, 2022 3:16 PM
To: Chad Swanson ; AVCA Billing
Subject: RE: Notice of Pricing Adjustment
Thank you for the update Chad.Just to confirm—our contract approved in 2018 was a 3 year contract, but it states we
would auto-renew.A new subscription agreement is not needed correct?We also have a judicial add-on for superior
court.
The price is a reasonable update and we definitely enjoy using AV Capture for our meeting needs. -'
Car `;~`� ��e. C
Cle 1
Jefi ' missioner's Office
P.0 �� , ►wnsend, WA. 98368
36( -i.SEUN(y\-0 ).jefferson.wa.us
From: Chad Swanson<chad.swanson@avcaptureall.com>
Sent: Monday, May 23, 2022 12:36 PM
To:AVCA Billing<billing@avcaptureall.com>
Subject: Notice of Pricing Adjustment
ALERT: BE CAUTIOUS This email originated outside the organization. Do not open attachments or click on links if you
are not expecting them.
Dear valued customer,
Due to inflationary pressures leading to higher overhead costs, we have been forced to raise our prices for the first time
in 12 years. Our subscription prices have remained the same since 2010.This one-time increase represents between
.69%- 1.97%annual increase over those 12 years, depending on the subscription plan.That is well below inflation over
i
the same time period. Our hope is that this one-time adjustment can keep our current pricing in place well into the
future. It is unfortunate that we have to make this adjustment, but that is the environment we find ourselves in today in
order to cover our costs and keep our solutions affordable.
We pride ourselves in providing incredible value and the most affordable meeting management solutions in the
industry. Our new pricing impacts new agreements and renewals only, and does not take affect during the initial
subscription term.
See the attached Pricing Sheet for current Legislative subscription plans.
Please contact me directly with any questions or concerns, and thank you for being our valued customer.
Sincerely,
Chad Swanson
CEO
AVCaotureA 1
888-360-2822 (main)
360-661-1867 (direct)
2