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HomeMy WebLinkAboutMindbase Contract for JPD Wellnes App 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: Mindbase Sign Date: 1/11/2024 Ending Date: Amount of Original Contract: 21,683 total Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: Purpose: wellness app For Clerk's Office to fill out Date uploaded to Gateway: • Most Advanced Wellness & Peer Support Platform • • ('Ti i n d b a s e Data-Driven Wellness PO Box 4201 QUOTE#IN-110223-3 Logan, UT 84323 DATE : 11-02-2023 Phone: (888) 270-6463 EXPIRES:02-02-2024 TO: FROM: Assistant Chief Scott McVoy Caleb Jenson Jeffersonville Police Department Mindbase, LLC 2218 E. 101"St. PO Box 4201 Jeffersonville, IN 47130 Logan. UT 84323 Phone: (812)283-6633 Phone: (435)512-3586 COMMENTS OR SPECIAL INSTRUCTIONS Mindbase will provide the Jeffersonville Police Department customer), the Mindbase Wellness and Peer Support platform consisting of 1) Agency Mobile Application (iOS &Android)with a Family Wellness/Support App added at no cost 2)Integrated CAD/RMS Wellness dashboard for analytics and reporting 3) One onboarding session for administration personnel 4) On-going account management and support equal to the duration of the relationship and/or termination of services by the customer. TERM DESCRIPTION UNIT PRICE TOTAL 3 Year i Mindbase Peer Support Platform for Public Safety-(site license) $4,565 $13,694 3 Year Mindbase Wellness App for Public Safety-(site license) ! $3,043 $9,130 r3 Year Family + Retiree Wellness/Support App(site license) Intl Intl 3 Year CAD/RMS Integration -(Site license-annual subscription)NOTE: While Inc! Incl L typically not the case, there may be an additional interface cost from the CAD/RMS vendor. Implementation Services Incl Inc! 3 Year On-going support Incl ! Incl - 1 Multi-Year Discount ($380) I ($1,141)J SUBTOTAL $21,683 I SALES TAX 0.00 YEAR 1 INVOICE $7,228 YEAR 2 INVOICE $7,228-__1 YEAR 3 INVOICE I $7,228_1 This Subscription Agreement(the "Agreement") is entered into by and between Mindbase LLC (Mindbase) and the Agency identified on this agreement. Terms and Conditions of this agreement are listed in Exhibit B. Following expiration of the Initial Term, the Term of Service shall automatically renew for successive periods of one (1) year("Renewal Term") unless and until either party gives the other party written notice of non-renewal at least 60 days prior to the next sched led renew date. Mindbase may change the Fee for any Renewal Term upon written notice to Customer at least inet 90)days r or to the next scheduled renewal date. Payment for services is Net 30. Jeffersonville Police Depa m t Mindbase Signature:� ,� ) ("Mfg-nature:`Name: •1 i"\\\ L � 0 p 1 z-- Name: Caleb Jenson (' Title: \ \(•( G( Title: VP, Growth and Partnerships Date: �'—` - )_9 Date: 1/11/2024 Billing Contact Email: www.getmindbase.com • •fj• mindbase • A Comprehensive Wellness Platform Mindbase provides the only comprehensive CAD/RMS/JMS data driven and proactive mental health and wellness platform on the market today. Mindbase believes in improving mental health by bringing people, knowledge, and intelligent technology together. Comprised of two connected components, the co-branded Mindbase platform provides all the necessary wellness tools for early detection and intervention in an iOS and Android driven application, and a cloud-based, web-accessed agency peer support administration portal. Leverage the power of your data... Proactive We know peer support is not your only assignment. The Mindbase Platform helps teams keep track of which individuals most likely experienced elevated levels of trauma and should be reached out to,as well as who they have already talked to. Ensuring that no one is left to fight alone. Actionable Insights By automating monthly stat sheets, peer teams now have more accurate data to make decisions on. Track and manage your effectiveness as a peer team and provide the right support at the right time to your peers. No One Left Behind Auto generate debrief lists based on incident response. Make sure debriefs are occurring when they need to, ensuring all individuals are accounted for. Help in the palm of your hand... Wellness App A comprehensive app compliments the Mindbase admin dashboard, providing a suite of clinically validated wellness sessions and high impact learning modules all designed specifically for first responders,first responder families, and retirees. Ensure that your personnel have all the tools in their hand to build resilience and be mentally well. Engagement Tools Challenges are a great way to drive engagement and conversations. The Mindbase wellness app comes with the ability to deploy fitness and nutrition challenges to create a rewarding and interactive experience for personnel. Assessment Tools Personal, confidential assessments provide users with the ability to self check and track their progress, connect with peer support team members, or clinicians as needed. •j • mindbose Mindbase technology The Mindbase app is built on a multi-platform development framework. "a°•+ - This allows end users to access the portal on iOS, Android, or most web 41111 browsers. Platforms officially supported by Mindbase include: • iOS v12 or greater •w111111111°11111111. • Android v8 (Oreo)or greater • Safari v14 or greater • Chrome v102 or greater • Firefox v91 or greater s • Edge v100 or greater The administration portal is built as a cloud native web application that is designed to be viewed on a larger form factor, such as a computer monitor. but uses a responsive design so that it will also be functional on a mobile device.The platform is designed to be hosted in the AWS GovCloud, with specific roles and permissions given to the site administrators to manage and configure the system. All server hardware and operating systems are to be administered by the Mindbase team. Always available The Mindbase app is available 24/7, delivering clinician backed wellness resources for law enforcement, 911 professionals, fire and EMS and any other current or retired employee of public safety agencies. The app is designed to support the families first responders; access and communication with Mindbase proprietary and agency defined content; local, regional or state- wide peer support personnel; agency contracted and/or culturally competent clinicians; local, state, or national resources and hotlines; periodic and agency defined assessments; individualized emotional fitness tracker; and agency defined personnel support plans to drive engagement. Additionally, peer team tracking, customizable data indicators, and advanced monitoring and support are all available through the peer support administration portal. Privacy and confidentiality Mindbase takes privacy and security very seriously. Our goal is to provide beneficial resources to first responders in a completely anonymous manner. The app is secured by a username and password along with an agency code. The username and password are used to communicate directly with an individual through the app. App usage data is never displayed by individual. Anonymized app usage data can be viewed by the site administrator(s), and the anonymous data may be used by Mindbase to determine if content should be added, removed or updated. The administration portal is secured by a username and password with roles and permissions assigned by the site administrator(s). • • • mindbase Create a culture of wellness • Taking care of those that take care of everyone else. Mindbase believes that people are your most important asset. With recruiting & retention trending negatively nationwide, an agency without a culture of wellness is at a significant disadvantage. Using Mindbase technology tools to establish peer support initiatives and standardize your wellness program can improve your agencies'culture. Well trained, long tenured, & healthy employees are key to supporting each other through the challenges of public safety demands. The Mindbase platform provides agencies with a comprehensive, one stop shop for their wellness programs. Within the app, agencies can easily share their peer support team members, clinicians, and other resources available to support department personnel. What our customers are saying: "We used a wellness app from another company that has been in the i business for many years, but after . seeing the Mindbase platform, I feel t` lifIritill° '' - like it is already light-years ahead of our previous vendor." Katie Hill r t "` �� Eureka Police Department ' 'v C'`I "Thank you Mindbase for taking the time to get to know the challenges in . oat Monterey County and offering a "� - solution to enhance the wellness of INNER the Emergency Communications Dept. and our families." Lee Ann Magoski Monterey Co CA 911 "The Mindbase platform is such a valuable tool for our department to have quick and easy access to peer support and professional help. Our team now has the ability to help us remember to do our check-ins and figure out what we can do for our people. The app has so many self-help options to help us all learn and grow." Race Black- Brigham City UT Fire Department Scan to Iti it V L? 0 � -a 1� We owe it to our men and women in uniform to protect not just their physical health, •j.j• mindbose 7 but their mental health as well. Lives depend on it. " u- -Sheriff Rosie Rivera : ifii• i' - Salt Lake County, UT •. Learn More Exhibit B Mindbase Master Services Agreement The following terms and conditions apply to all Subscription Services purchased by Customer. Capitalized terms used but not defined herein shall have the meaning set forth in Mindbase's General Terms and Conditions, available at: https://getmindbase.com/terms-of-service. In the event of any inconsistency or conflict between Mindbase Master Services Agreement and those contained herein, the Terms and Conditions contained in this Exhibit B shall control. 1. Agreement. 1.1. Scope; Agreement Documents. This Subscription Software Agreement governs Customer's purchase of cloud-based software as a service products and other software which is licensed to Customer by Mindbase on a subscription basis ("Subscription Software") and related services, which may be recurring or one-time ("Services") provided by Mindbase. Subscription Software and Services are collectively referred to as the "Software and Services". Additional terms and conditions applicable to specific Software and Services are set forth in one or more addenda attached to this Subscription Software Agreement(each an"Addendum", and collectively the "Addenda"). In addition, the Parties may agree upon statements of work, schedules, technical specifications, and other ordering documents setting forth the Software and Services to be purchased by Customer and provided by Mindbase and additional rights and obligations of the Parties (the "Ordering Documents"). To the extent required by applicable procurement law, a proposal submitted by Mindbase in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This Subscription Software Agreement, the Addenda, and any Ordering Documents collectively form the Parties' "Agreement". 1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in this Subscription Software Agreement, but only as applicable to the Software and Services described in such Addendum.Each Ordering Document will control with respect to conflicting terms in this Subscription Software Agreement or any Addenda, but only as applicable to the Software and Services described on such Ordering Document. 2. Subscription Software. 2.1. Delivery. During the applicable Subscription Term (as defined below), Mindbase will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement.Mindbase will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer's receipt of credentials required for access to the Subscription Software or upon Mindbase otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Mindbase will also provide Services related to such Subscription Software. 2.2. Modifications.Mindbase may modify the Subscription Software, recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document)is not materially degraded. Documentation(as defined below) for the Subscription Software may be updated to reflect such modifications. 2.3. User Credentials. If applicable, Mindbase will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer's employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials,and maintain user credential validity,including by updating passwords.Customer will be liable for any use of the Subscription Software through such user credential(including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Mindbase provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms below. 2.4. Beta Services. If Mindbase makes any beta version of a software application ("Beta Service") available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer's evaluation of such Beta Service,and for no other purpose.Customer acknowledges and agrees that all Beta Services are offered"as-is"and without any representations or warranties or other commitments or protections from Mindbase.Mindbase will determine the duration of the evaluation period for any Beta Service,in its sole discretion,and Mindbase may discontinue any Beta Service at any time. Customer acknowledges that Beta Services,by their nature,have not been fully tested and may contain defects or deficiencies. 2.5. Customer Obligations. Customer will ensure that information Customer provides to Mindbase in connection with receipt of Software and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Mindbase to provide the Software and Services and perform its other duties under this Agreement.Unless the applicable Ordering Document states otherwise,Mindbase may rely upon and is not required to evaluate,confirm,reject,modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Mindbase's ability to perform its obligations may be impacted and changes to the Agreement, including the scope,Fees,and performance schedule may be required. 2.6. Documentation. Software and Services may be delivered with documentation for the equipment, software, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, "Documentation"). Documentation is and will be owned by Mindbase, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Mindbase hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Software and Services. 2.7. Authorized Users. "Authorized Users" are Customer's employees, full-time contractors engaged for the purpose of supporting the Software and Services that are not competitors of Mindbase, spouses and significant others, retirees, and the entities (if any) specified in an Ordering Document or otherwise approved by Mindbase in writing(email from an authorized Mindbase signatory accepted), which may include affiliates or other Customer agencies. Customer may not make the Services available to the public or any unauthorized third party. The Services are owned by Mindbase and your use of them must be in accordance with these Terms. 2.8. Support of Downloaded Clients. The Mindbase Wellness App is available in the iOS App Store and Google Play store for download.Authorized Users may install the app on their mobile device(s)or access content through a web browser.Mindbase may update the current version of its client at any time,including for bug fixes,product improvements,and feature updates. 2.9. Export Control.Customer,its employees,and any other Authorized Users will not access or use the Software and Services in any jurisdiction in which the provision of such Software and Services is prohibited under applicable laws or regulations(a "Prohibited Jurisdiction"), and Customer will not provide access to the Software and Services to any government,entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that(a)it and its Authorized Users are not named on any U.S.government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person;(b) it and its Authorized Users are not a national of,or a company registered in, any Prohibited Jurisdiction;(c)Customer will not permit its Authorized Users to access or use the Subscription Software or Services in violation of any U.S.or other applicable export embargoes,prohibitions or restrictions;and(d)Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located. 3. Term and Termination. 3.1. Subscription Terms. The duration of Customer's subscription to the first Subscription Software and any recurring Services ordered under this Subscription Software Agreement (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software(and recurring Services, if applicable) and will continue for a twelve(12)month period or such longer period identified in an Ordering Document (the "Initial Subscription Period). Following the Initial Subscription Period, Customer's subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve(12)month periods(each, a"Renewal Subscription Year"), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Mindbase may increase Fees prior to any Renewal Subscription Year. In such case, Mindbase will notify Customer of such proposed increase no later than thirty(30)days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this Subscription Software Agreement during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will(a) commence upon delivery of such Subscription Software or Service, and continue until the conclusion of Customer's then-current Subscription Term (a "Partial Subscription Year"), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty(30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 3.2. Term. The term of this Subscription Software Agreement ("Term") will commence on the Effective Date and continue until the expiration or termination of all Subscription Terms under this Subscription Software Agreement, unless this Subscription Software Agreement is earlier terminated in accordance with the terms herein. 3.3. Termination. For Default. Following expiration of the Initial Term, the Term of Service shall automatically renew for successive periods of one (1) year ("Renewal Term") unless and until either party gives the other party written notice of non-renewal at least 60 days prior to the next scheduled renewal date. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time.Notwithstanding the foregoing, Mindbase may terminate the Agreement (or any Addendum or Ordering Documents hereunder),or suspend delivery of Subscription Software or Services,immediately upon notice to Customer if (a) Customer breaches Section 10.3 — Subscription Software License, Section 10.4 — End User Licenses, or Section 10.5 — Customer Restrictions of this Subscription Software Agreement, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer's use of the Subscription Software poses,or may pose,a security or other risk or adverse impact to any Subscription Software, Mindbase, Mindbase's systems, or any third party (including other Mindbase customers).Customer acknowledges that Mindbase made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation,and that Customer's breach of the Agreement will result in irreparable harm to Mindbase for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Mindbase will be entitled to all available remedies at law or in equity(including immediate injunctive relief). 3.4. Addenda; Ordering Documents. Each Addendum and Ordering Document may be separately terminable as set forth therein. 3.5. Suspension of Services.Mindbase may terminate or suspend any Software and Services under an Ordering Document if Mindbase determines: (a) the related Subscription Software license has expired or has terminated for any reason;(b)Customer fails to make any payments when due;or(c)Customer fails to comply with any of its other obligations or otherwise delays Mindbase's ability to perform;(d)Mindbase plans to cease offering the applicable Subscription Software or Service to customers. 3.6. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Subscription Software Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will stop use of any Subscription Software and return or destroy(at Mindbase's option) all Mindbase Confidential Information in their possession or control and, as applicable, provide proof of such destruction. If Customer has any outstanding payment obligations under this Agreement,Mindbase may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Mindbase for Software and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Mindbase and Customer's termination of this Agreement. 4. Payment and Invoicing. 4.1. Fees. Unless otherwise provided in an Ordering Document, Customer will prepay an annual subscription fee for each Subscription Software and recurring Service,and pay any fees specified for other Services provided hereunder in accordance with the applicable Addendum or Ordering Document(the"Fees"),before the commencement of each Subscription Term.For any Partial Subscription Year,the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and recurring Services may include certain one-time Fees, such as start- up fees, license fees, or other fees set forth in an Ordering Document. Mindbase will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due.Fees may be changed by Mindbase at any time,except that Mindbase will not change the applicable Fees during a Subscription Term. 4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments,duties,or regulatory charges or contribution requirements(collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Mindbase is required to pay any Taxes, Customer will reimburse Mindbase for such Taxes (including any interest and penalties) within thirty (30) days after Customer's receipt of an invoice therefore. Mindbase will be solely responsible for reporting taxes on its income and net worth. 4.3. Invoicing;Payment.Customer will pay Fees upon the earlier of(a)thirty(30)days prior to the commencement of the applicable Subscription Term, and (b) within thirty (30) days of the applicable invoice date,or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges,commencing upon the due date. Mindbase may invoice electronically via email, and Customer agrees to receive invoices via email. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Software and Services. 5. Additional Terms and Conditions 5.1. Except as set forth above, this Agreement is subject to Mindbase's General Terms and Conditions, available at:https://getmindbase.com/terms-of-service • • • mindbase • 4..osotirk,,, ' ., ,,,,) , r! 444. *Eg� �so1 Proactive Peer 3‘ ipii. 1 i Support Platform 100. ..,„ _404, Proposal For: Jeffersonville Police Department Presented By: Mindbase, LLC Nsii" ..--mi III •::- 4r .---.. \\ / :: 77;1,a ft'-- www.getmindbase.com