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HomeMy WebLinkAboutCordico Psychological Corporation 2020-01-08COU No. 1‘12-6 - /63 CLIENT SERVICES AGREEMENT This Client Services Agreement (the "Agreement") is between Cordico Psychological Corporation with its principal place of business at 2377 Gold Meadow Way, Suite 100, Gold River, California 95670 ("Cordico") and the Ukiah Police Department located in the State of California ("Client"). 1. Services. Cordico shall provide for Client services described and defined as follows: 1.1. Creation and maintenance of a customized mobile wellness app branded for the Ukiah Police Department. Cordico will own the app and the underlying technology, and will provide the customized mobile wellness app to Ukiah Police Department representatives within 120 days of the final execution of this Agreement, provided that the Ukiah Police Department provides Cordico with the necessary image files, contact information, and additional input necessary to complete the app in a timely manner. The apps shall contain a variety of content and features, including, but not limited to, the following: 1.1.1. Ukiah Police Department -Branded App 1.1.2. Ukiah Police Department -Customized App 1.1.3. Apple iOS + Android Compatible 1.1.4. Confidential Access 1.1.5. Private Deployment 1.1.6. Alcohol Abuse 1.1.7. Anger Management 1.1.8. Behavioral Health Tools 1.1.9. Critical Incidents 1.1.10. Chaplain Support (as applicable) 1.1.11. Depression 1.1.12. Emotional Health 1.1.13. Family Support 1.1.14. Financial Fitness 1.1.15. Healthy Habits 1.1.16. Local Resources (as applicable) 1.1.17. Mental Toughness 1.1.18. Mindfulness 1.1.19. New Hire: Keys to Wellness Page 1 of 4 © 2019 CORDICO. All Rights Reserved. 1.1.20. Peak Performance 1.1.21. Peer Support (as applicable) 1.1.22. Posttraumatic Stress 1.1.23. Psychological First Aid 1.1.24. Push Notifications (optional) 1.1.25. Relationship Success 1.1.26. Resilience Development 1.1.27. Retirement: Getting Prepared 1.1.28. Self -Care Checklists 1.1.29. Sleep Optimization 1.1.30. Stress Management 1.1.31. Stress Response 1.1.32. Suicide Prevention 1.1.33. Supporting Children Who Fear for Your Safety 1.1.34. Therapist Finder with Geo -Location (as applicable) 1.1.35. Trauma 1.1.36. Wellness Self -Assessment Tools 1.1.37. Wellness + Technology Updates 1.1.38. Wellness Videos 1.1.39. Work -Life Balance 1.2. Annual subscription fee in section 1.3 covers all costs related to the apps including build, design, licensing, maintenance, and ongoing updates. Any costs related to therapist vetting, counseling or therapy services, critical incident debriefings, or other professional services are not included. 1.3. Compensation and Billing. Client shall pay Cordico $10,000, invoiced when development of app begins, for the services outlined in 1.1, followed by an annual subscription fee of $10,000 per year, invoiced on an annual basis, beginning one year from the date of the initial invoice. Fees will be billed via invoice with payment due upon receipt. 1.4. Term. The Term of this Agreement shall commence on the date this Agreement is signed by both parties. This Agreement may be terminated at any time by either party in writing with a minimum of sixty days advance notice. Page 2 of 4 © 2019 CORDICO. All Rights Reserved. 2. Independent Contractor. The parties acknowledge and agree that Cordico is an independent contractor and that the relationship between Cordico and Client is not that of employee and employer. 3. No Warranty; Limited Liability. Cordico makes no warranty of any kind with respect to the services provided by it under this Agreement. In no event shall Cordico, or any of its officers, agents, members, managers, or employees, be liable to Client for any indirect, special, incidental, or consequential damages (including without limitation lost profits and attorney's fees and costs of suit) of any kind. 4. Indemnification. Cordico shall indemnify, defend and hold harmless Client and its officers, agents, members, managers, and employees from any and all damage, loss, and liability (including attorney's fee and costs of suit) arising out of or relating to any act or omission of Cordico. Client shall indemnify, defend and hold harmless Cordico and its officers, agents, members, managers, and employees from any and all damage, loss, and liability (including attorney's fee and costs of suit) arising out of or relating to any act or omission of Client. 5. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement, and it supersedes all prior agreements, understandings, negotiations, and proposals (whether written or oral) concerning the subject matter of this Agreement. 6. Amendment. This Agreement may not be amended except in a writing signed by both parties. 7. Severability. If any section of this Agreement is held to be invalid, the remaining sections of this Agreement will not be affected. 8. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, not including its choice of law rules. 9. Disputes; Choice of Forum. In the event of any dispute between the parties to this Agreement, the parties shall attempt in good faith to mediate and resolve the dispute without legal action. In the event the dispute cannot be resolved by mediation, any proceedings to enforce the terms of this Agreement or arising out of or related to the subject matter of this Agreement shall be commenced solely in the Superior Court for the County of Sacramento, or, if that court lacks jurisdiction over the subject matter of the litigation, in the United States District Court for the Eastern District of California. 10. Attorneys' Fees and Costs. The prevailing party in any suit or action to enforce the terms of this Agreement or arising from the subject matter of this Agreement shall recover its attorneys' fees and costs of suit. 11. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. 12. Spouses/Significant Others. The Ukiah Police Department Wellness App will be available for unlimited use to all Ukiah Police Department personnel and their spouses and significant others. Page 3 of 4 © 2019 CORDICO. All Rights Reserved. IN WITNESS WHEREOF, the parties hereto execute and date this Agreement. FOR CORDICO PSYCHOLOGICAL CORPORATION f David Black, Ph. President Cordico Psychological Corporation FOR CUENT Printed Nar1�: �•��. '.r�'►wcY;�.-c.�,Nr••,•-) Title: •t V�:.,•�...� .! Authorized Signatory Ukiah Police Department 0 2019 CORDICO. All Rights Reserved. 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