AG 19-112 - AV Capture AllRETURN TO: Thomas Fichtner EXT: 2547
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV: Information Technology
.................. ... . .. .
ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547
3. DATE REQ. BY: ASAP
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT p MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
El DINANCE ❑ RESOLUTION
CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
OTHER Software Subscription Agreement
PROJECTNAME: AV Capture All (Court Recording Software) w�� � vWF`i
NAME OF CONTRACTOR: AV Capture All
ADDRESS: 19125 N Creek Pkwy, Suite 120
E-MAIL: chad.swanson@avcaptureall.com
SIGNATURE NAME: Chad Swanson
Inc.
Bothell. WA 98011
_TELEPHONE
_ FAX:
TITLE CEO
888-360-2822
EXHIBITS AND ATTACHMENTS: 1-1� SCOPE, WORK OR SERVICES A COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR NTR CT1kMENDM TS
Jul 1, 2019 0V �� {A — �
TERM: COMMENCEMENT DATE: Y COMPLETION DATE: ally
Wt
TOTAL COMPENSATION $ $3920.40 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES
REIMBURSABLE EXPENSE: ❑YES ANO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED A YES ❑ NO IF YES, $ 356.40 PAID BY: ❑ CONTRACTOR'Bi CITY
RETAINAGE: RETAINAGE AMOUNT:
❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
IW PURCHASING: PLEASE CHARGE TO: 502-1100-046-512-50-414
0. DOCUMENT/CONTRACT REVIEW
�ROJECT MANAGER
IREC I'OIt
❑ RISK MANAGEMENT (IFAPPLICABLE)
❑ LAW
I. COUNCIL APPROVAL (IF APPLICABLE)
2.
CONTRACT SIGNATURE ROUTING
INITIAL, DA'1-I: O',VIEWED
SCHEDULED COMMITTEE DATE:_
SCHEDULED COUNCIL DATE:
INITIAL / DATE APPROVED
COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:_
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel frce to set notification more than a month in advance if council approval is needed.)
INITIAL/ DATE SIGNED
❑ LAW DEPARTMENT
'SIGNATORY (M.AYOR OR DIRECTOR) _ eA III 1010`J
p'CITY CLERK _ U''
, ASSIGNED AG# AG# `�
❑ SIGNED COPY RETURNED DATE SENT:
.OI~.IM&WPA C=Uho" — aa'bvt wNO k vk )k
MELTS:
inn1?
AV Ca ptu reA l l
AMENDMENT
ORIGINAL AGREEMENT - AV Capture All
AV Capture All, Inc., hereinafter called "Licensor", and City of Federal Way, WA Municipal Court
hereinafter called "Subscriber," agree to amend agreement "AV Capture All," as set forth below under
"Terms of Amendment".
TERMS OF AMENDMENT: Licensor will provide Subscriber with a fourth Judicial Basic subscription for the
fourth courtroom under the same terms of the existing agreement. The fourth Judicial Basic subscription
is priced at $125/Mo and will be added to Subscriber's invoice along with the original subscription. The
current subscription term in effect is 07/01/2023 — 06/30/2024. The invoice will be pro -rated for the
remainder of the current subscription term, starting on 10/01/2023.
All other terms and conditions of the original contract shall remain in effect.
AV Capture All, Inc. City of Federal Way, WA Municipal Court
By: -"
Print Name: Chad Swanson
Title: CEO
Date: 09/28/2023
Digitally signed by Brian
Brian Pearson Pea`:20
Dale: 2023.10.05 08:57:20
By.-07'00'
Print Name: Brian Pearson
Title: IT Operations Manager
Date: 10/5/2023
{ P/CaptureAll
Products & Services Quote
Generated For: City of Federal Way, WA Municipal Court
Generated By: Chad Swanson
Subscription Term: 10/01/2023 — 09/30/2024 (12 months)
Product/Service
Judicial Basic Subscription
- AV Capture Software
- Public Access — 2,500 Hours
- Support - Unlimited
This quote is valid for 90 days.
Licenses Unit Price Extended Amount
1 $125.00/Mo $1,500 °0/Mo
TOTAL: $125.00/Mo
$1,500.°°jYr
RETURN TO: Thomas Fichtner EXT: 2547
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV: Information Technology
ORIGINATING STAFF PERSON: Thomas Fichtner
EXT: 2547
3. DATE REQ. BY: ASAP
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
1111 OTHER Software Subscription Agreement
PROJECT NAME: AV Capture All (Court Recording Software)
NAME OF CONTRACTOR: AV Capture All, Inc.
ADDRESS: 19125 N Creek Pkwy, Suite 120, Bothell, WA 98011
E-MAIL: chad.swanson@avcaptureall.com
SIGNATURE NAME: Chad Swanson
_TELEPHONE 888-360-2822
_ FAX:
TITLE CEO
EXHIBITS AND ATTACHMENTS: IN SCOPE, WORK OR SERVICES 91 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: July 1, 2019
COMPLETION DATE: June 30, 2019, With option to renew annually
TOTAL COMPENSATION $ $3920.40 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES N NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED [EYES ❑ NO IF YES, $ 356.40 PAID BY: ❑ CONTRACTOR A CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
Q PURCHASING: PLEASE CHARGE TO: 502-1100-046-512-50-414
0. DOCUMENT/CONTRACT REVIEW
�"'PROJECT MANAGER
, 1 T IRECTOR
❑ RISK MANAGEMENT (IFAPPLICABLE)
❑ LAW
I. COUNCIL APPROVAL (IF APPLICABLE)
0)
CONTRACT SIGNATURE ROUTING
INITIAL/ DATE REVIEWED
,ri
SCHEDULED COMMITTEE DATE:
SCHEDULED COUNCIL DATE:
INITIAL / DATE APPROVED
COMMITTEE APPRO VAL DATE:
COUNCIL APPROVAL DATE:
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL / DATE SIGNED
❑ LAW DEPARTMENT
f�SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
❑ SIGNED COPY RETURNED
,OMMENTS:
7A el
�Q +
AG#
DATE SENT: 1
InmR
0 AVCaptureAll
SUBSCRIPTION AGREEMENT
This Subscription Agreement ("Agreement") entered into on this 1" day of July, 2019 ("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 City of Federal Way,
WA Municipal Court having a principal place of business at 33325 8th Av South Federal Way, WA 98003
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
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.
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,
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. avcaptureal1.com/PublicPages/Company/ContactUs/tabid/l 95/Default.aspx
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.
By:
Print Name: Chad Swanson
Title: CEO
Date: 06/21 /2019
City of Federal Way, WA Municipal Court
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Print Name:'-7 1-t(..L r
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Date: 7/ 3 /, ei
EXHIBIT A
Business Terms
1. Subscription Term: 07/01/2019 - 06/30/2020 (12 Months)
Product/Service
Subscription -Judicial Basic
- AV Capture Software
- Public Access - 1,500 Hrs Audio -Only
- Archive - 7,500 Hrs Audio -Only
- Support - Unlimited
2. Licensor Representative:
Licenses Unit Price Extended Amt
3 $99.00/Mo $297.00/Mo
TOTAL: $297.00/Mo
53,564.00/Yr
- Representative Name: Chad Swanson
- Representative Phone: 888-360-2822
- Representative Email: cliad.swaizson avcaptureall.com
3. Subscriber Contact Information:
Agency: City of 9;a -*. R,e wt
Authorized Representative Name: `T-how+ l F,-Ck%ht1
Authorized Representative Email:
Mailing Address '333�_S g+Lul'� U067
Street Address: SAy,%E
- Phone: S?— k3S -2-SW7
- Fax: 2S7- 5, - 9-5d
Administrative Contact Name: )4jao (rud
Administrative Contact Phone. aS7- W3S -).SS �
Administrative Contact Email: 'X:Ga Guo Q 4,A7, ct-(491%-sl +.s!�n•Cdk\
Accounts Payable Name: AP
Accounts Payable Phone: 95 3-
Accounts Payable Email: ccu�'rnj 4z_bIt_[a t-` 1 g�4 �r��r'iG '�°►�
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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 Audio -Only or Audio/Video recording,
Court Calendar integration/syncing, and publishing online. The application is designed for use by a Clerk
to record court sessions, with the option to publish the sessions online easily and efficiently. The software
provides an intuitive user interface enabling the Clerk to import the Court Calendar and optional related
documents. All documents are attached to the Audio/Video recording, indexed for searching, and published
online for public access. (Publishing is optional). Court Calendar items are synchronized to the
Audio/Video recording, enabling citizens or staff to jump directly to calendar items of interest while viewing
online.
Services: The Services include Cloud Storage Archiving (Authorized User Access) and On -Demand
Streaming (Public Access), which is optional. Sessions that have been dropped into Archive may be made
available for Public Access at Subscriber's discretion. Recorded sessions 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.
Judicial Basic Plan - This package includes 500 hours of Audio -Only (100 hours of Audio/Video)
on -demand content in Public Access and 2,500 hours of Audio -Only (500 hours of Audio/Video)
content in Archive. Sessions are recorded locally, then can be published to cloud storage for
hosting, streaming, and public dissemination as desired. Once the total has hit 500 hours in Public
Access, 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 hours is hit, the oldest sessions drop
into 'dark storage' and are available to the customer upon request.
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.