HomeMy WebLinkAboutHosting Services City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 12/18/2024
Department: Police
Vendor Name: Jericko
Sign Date: 12/18/2024
Ending Date: 12/31/2025
Amount of Original Contract: 500/month
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: hosting services
For Clerk's Office to fill out
Date uploaded to Gateway:
General Service Agreement
Date: December 16th, 2024
Parties
Contractor: Client:
Jericko LLC Jeffersonville Police Department
800 Graceland Drive 2218 E 10th St
Memphis, IN 47143 Jeffersonville, IN 47130
United States
Background
Background
A. The Client requires secure and reliable hosting services for Matterport 3D crime
scene scans to support investigative and operational needs.
B. The Contractor specializes in providing high-quality Matterport hosting solutions,
ensuring data security, accessibility, and seamless integration with the Client's existing
systems.
C. Both Parties wish to establish a formal agreement outlining the terms and conditions
under which these services will be provided.
Agreement
In consideration of the mutual benefits and obligations described in this Agreement,
the Parties agree as follows:
1 . Services Provided
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1 .1 Scope of Work
The Contractor agrees to provide the following services:
Secure Hosting of Matterport Crime Scene Models:
• Secure hosting of 5 Matterport 3D crime scene models.
• Ensuring stable access and availability for authorized personnel.
• Regular maintenance and updates to ensure optimal performance and
security.
Data Security:
• Implementation of advanced security measures to protect sensitive data.
• Regular backups and disaster recovery protocols to prevent data loss.
• Access Management:
• Creation and management of user accounts with tiered permissions for
internal staff.
• Training for authorized personnel on how to access and utilize the hosted
models effectively.
1 .2 Additional Services
• Out-of-Retainer Requests:
• Any additional crime scene scan requests or Matterport capture services
outside the scope of this Agreement will be billed at out-of-retainer pricing.
2. Term of Agreement
2.1 Duration
• This Agreement (the "Term") commences on January 1, 2025, and
continues in full force until December 31 , 2025, unless terminated earlier as per the
terms of this Agreement.
• The Term may be extended with the written consent of both Parties.
2.2 Renewal
• Upon expiration, the Agreement may be renewed for additional terms
under mutually agreed-upon conditions.
2.3 Client's Obligation Upon Early Termination
If the Client terminates the Agreement early, the Client shall:
4 Pay the Contractor for all services rendered up to the effective date of termination.
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Pay an Early Termination Fee, calculated as a percentage of the remaining contract
value, as outlined in Section 3 below.
3. Early Termination Penalties
The Early Termination Fee is intended to mitigate the Contractor's losses due to
the premature cancellation of the contract. The fee is calculated based on the number
of months remaining in the contract at the time of termination:
10+ months remaining: 50% of the remaining contract value
7-9 months remaining: 35% of the remaining contract value
4-6 months remaining: 25% of the remaining contract value
0-3 months remaining: 15% of the remaining contract value
4. Compensation
4.1 Monthly Fees
Matterport Crime Scene Scan Hosting: $500 per month
Hosting of 5 models at $100 per model per month
Total Monthly Fee: $500
4.2 Payment Terms
The Client will be invoiced monthly.
Invoice Date: Invoices will be sent out by the 15th of each month.
Payment Due Date: Invoices are due within 30 days of the invoice date (Net
30).
4.3 Late Payment Consequences
First Late Payment:
• If payment is not received by the due date, a late fee of 10% of the
outstanding invoice amount will apply.
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Second Late Payment:
• If payment is not received within 30 days after the due date, a late fee of
20% of the outstanding invoice amount will apply.
Third Late Payment:
• If payment is not received within 45 days after the due date, a late fee of
30% of the outstanding invoice amount will apply.
Service Suspension:
• Failure to pay any invoice within 30 days after the due date may result in
the suspension of services until the outstanding balance is paid in full.
Termination Clause:
• If any invoice remains unpaid for 60 days after the due date, the
Contractor reserves the right to terminate the Agreement.
Late Payments After Contract Completion:
Any outstanding payments for services rendered that remain unpaid at the
expiration or termination of this Agreement will incur a late fee of 50% of the
outstanding invoice amount if not paid in full within 15 days after the contract expires.
5. Intellectual Property and Confidentiality
5.1 Ownership
Matterport Models:
All intellectual property rights related to the Matterport models hosted and
maintained by the Contractor remain the exclusive property of the Contractor.
The Contractor grants the Client a non-exclusive, non-transferable, perpetual
license to access and use the Matterport models for internal purposes.
4 5.2 Contractor's Rights
The Contractor may use any of the developed materials for promotional
purposes, including portfolios and case studies, unless otherwise agreed upon in
i writing by both Parties.
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5.3 Confidentiality
Both Parties agree to keep confidential any proprietary or sensitive information
obtained during the course of this Agreement.
The Contractor acknowledges that the Matterport models and any related data
may contain sensitive information pertinent to law enforcement operations. The
Contractor agrees to maintain the confidentiality and security of such information.
6. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations
under this Agreement if such failure or delay is due to circumstances beyond their
reasonable control, including but not limited to natural disasters, pandemics, acts of
war, or governmental actions.
The affected Party must notify the other Party as soon as reasonably possible
after becoming aware of the force majeure event.
The Parties will collaborate to adjust deadlines or, if necessary, terminate the
Agreement.
7. Client Responsibilities
7.1 Client's Obligations
The Client agrees to provide all necessary access, materials, approvals, and
information required for the Contractor to perform the services outlined in this
Agreement.
The Client is responsible for providing timely feedback and approvals to
facilitate the Contractor's work.
7.2 Delays Caused by the Client
Any delays caused by the Client in providing required materials or approvals
may impact the Contractor's ability to meet agreed-upon deadlines.
The Contractor will not be held liable for any delays resulting from the Client's actions
or omissions.
Additional time and expenses incurred due to such delays may be subject to
additional charges as agreed upon by both Parties.
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8. Modification of Agreement
8.1 Amendments and Modifications
Any modifications or amendments to this Agreement must be made in writing
and signed by both Parties.
8.2 Email Communications
Written communication via email will be considered valid for modification
purposes only if both Parties explicitly acknowledge and agree to the changes in
writing.
9. Additional Legal Clauses
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of Indiana, without regard to its conflict of law provisions.
9.2 Dispute Resolution
In the event of any dispute arising out of or relating to this Agreement, the
Parties agree to first attempt to resolve the dispute through good faith negotiation.
If the dispute cannot be resolved within 30 days, the Parties agree to submit the
dispute to mediation before pursuing any other legal remedies.
9.3 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
9.4 Entire Agreement
This Agreement constitutes the entire understanding between the Parties and
supersedes all prior agreements, representations, and understandings, whether oral or
written.
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9.5 Assignment
Neither Party may assign or transfer their rights or obligations under this
Agreement without the prior written consent of the other Party.
9.6 Limitation of Liability
Neither Party shall be liable for any indirect, incidental, special, or consequential
damages arising out of or in connection with this Agreement.
The Contractor's total liability to the Client shall not exceed the total amount
paid under this Agreement.
10. Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the dates written below.
Client:
Jeffersonville Police Dep ment
Signature: I (`i
Name: �kL\4i �OOCy—
Title: G\( a'r
Date: \--e-\ 9 - at-I
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Contractor:
Jericko LLC
Signature:
Name: Brennan F. Cranmer
Title: Owner
Date: December 16th, 2024
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