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HomeMy WebLinkAboutJericko Media Agreement for Website & 3D Model Hosting (BPW Approved 12/20/23) 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: Department: Police Vendor Name: Jericko Media Sign Date: 12/20/2023 Ending Date: Amount of Original Contract: 1500/ month Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: Purpose: website and 3D model hosting For Clerk's Office to fill out Date uploaded to Gateway: General Service Agreement THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this 1st day of January 2024. CONTRACTOR Jericko LLC 800 Graceland Drive, Memphis, IN 47143 (the "Contractor") CLIENT Jeffersonville Police Department 2218 E. 10th Street, Jeffersonville, IN 47130 (the "Client") BACKGROUND A.The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide ongoing monthly video services to the Client. B. The Contractor is agreeable to providing such ongoing monthly video services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor(individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED 1. The Client hereby agrees to engage the Contractor to provide the Client with the following services: A. Website Maintenance and Updates: $1,300 per month. B. 3D Model Hosting: $100 per month, per model (Currently hosting 2 models as of Jan. 1st, 2024.) 2. In addition to the above fixed services, the Contractor will also provide the following services on a requested basis, at Contractor's additional rates: A. Photography B. Videography C. Editing D. Graphic Design E. Post-production F. Crime Scene/Site 3D Capture G.Anything over a 3-hour duration is considered a special request, and daily rates will apply based on a per basis request. 3. The Services will also include any other tasks or services which the Client may need and the parties may agree on. These additional services will be provided at the Contractor's current rates at the time of request. TERM OF AGREEMENT 4. The term of this agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until December 31st, 2024, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. 5. In the event that either Party wishes to terminate this Agreement prior to December 31st, 2024, that Party will be required to provide 30 days written notice to the other Party. 6. If the Client seeks to terminate this Agreement, the Client shall promptly pay the Contractor for Services rendered before the effective date of termination and the remaining amount of the Agreement terms. 7. Early termination will have penalties attached based on a percentage of the remaining contract value. The percentage applied depends on the number of months remaining in the contract until December 31st, 2024. The early termination fees can be calculated using the following formula: Early Termination Fee = Remaining Contract Value * Penalty Percentage. The penalty percentages based on the remaining months are as follows: a. Zero (0) to three (3) months: 7.5% b. Four(4) to six (6) months: 5.5% c. Seven (7) to nine (9) months: 3.5% d. Ten (10) months to the end of the Contract: 2% PERFORMANCE 8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY 9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). COMPENSATION 10. The Contractor will charge the Client for the Services at the rate of$1,500 per month (the "Compensation"). 11. The Client will be invoiced every month. 12. Invoices submitted by the Contractor to the Client are due within 30 days of receipt. INTEREST ON LATE PAYMENTS 13. Interest payable on any overdue amount under this Agreement is charged at a rate of 2.50% per annum or at the maximum rate enforced under applicable legislation, whichever is lower. 14. After two (2) late payments,the late payment fee will be increased to 5%each month. CONFIDENTIALITY 15. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 16. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law.The obligations of confidentiality will apply during the Term and will end on termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely. 17. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. OWNERSHIP OF INTELLECTUAL PROPERTY 18. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor.The Client is granted a non-exclusive limited-use license of this Intellectual Property. 19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor. RETURN OF PROPERTY 20. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. CAPACITY/INDEPENDENT CONTRACTOR 21. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee.The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement. RIGHT OF SUBSTITUTION 22. The Contractor may, at the Contractor's absolute discretion, engage a third-party sub- contractor to perform some or all the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services. 23. In the event that the Contractor hires a sub-contractor: A. The Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor. B. For the purpose of the indemnification clause of this Agreement,the sub-contractor is an agent of the Contractor. AUTONOMY 24. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement.The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. EQUIPMENT 25. Except as otherwise provided in this Agreement, the Contractor will provide, any and all tools, machinery, equipment, raw materials, workwear, and any other items or parts necessary to deliver the Services in accordance with the Agreement. NO EXCLUSIVITY 26. The Parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 27. Any video or photo media given to the Contractor by the Client or a third party may incur processing fees or may not be used at all. NOTICE 28. All notices, request, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: A. Jeffersonville Police Department 2218 E. 10th Street,Jeffersonville, IN 47130 B. Jericko LLC 800 Graceland Dr, Memphis, IN 47143 Or to such other address as either Party may from time to time notify the other and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. INDEMNIFICATION 29. Except to the extent paid in settlement from any applicable insurance policies and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.This indemnification will survive the termination of this Agreement.The indemnifying party's total liability under this indemnification provision shall be limited to the total value of the contract. ADDITIONAL CLAUSE 30. All events or services added will require a proposal and contract or added as Amendments. MODIFICATION OF AGREEMENT 31. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidence in writing signed by each Party or an authorized representative of each Party. TIME OF THE ESSENCE 32. Time of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. ASSIGNMENT 33. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. ENTIRE AGREEMENT 34. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. ENUREMENT 35. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. TITLES/HEADINGS 36. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. GENDER 37. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. GOVERNING LAW 38. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. SEVERABILITY 39. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. WAIVER 40. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. FORCE MAJEURE 41. A Party will not be considered in breach of or in default because of and will not be liable to the other Party for, any delay or failure to perform its obligations under this Agreement. However, if such an event were to occur the Party involved will communicate with the other Party in a way to remedy the situation. IN WITNESS WHEREOF The Parties have duly affixed their signatures under hand on this day 1 1/21/2023 Jeffersonville Police Departfie t e"Client") Per: Officers Name: r Jericko LLC (the "Contractor") Per: -✓��.i Officers Name: Brennan F. Cranmer