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HomeMy WebLinkAboutResolution - 2024-R0060 - Contract 17695, Crediblemind, Inc., For Behavioral Health 360 Program - 02/13/2024Resolution No. 2024-R0060 Item No. 5.2.1 February 13, 2024 12F,SOY.UTYON BE IT I2�SOLVED BY 1'IIE CI1'Y COLJNCIL OP 1'IIE CI1"Y Ol� LUBBOCK: TIIAT the Mayor of the City of Lubbock is hereby authorized and directed to exccute for and on behalf of the City of Lubbock, Contract No. 17695 and relatcd documents for I3chavioral IIcalth 360 Program SaaS Annual Fecs, Support, and Softwarc Maintcnancc for thc City of I�ubbock IIealth llepartment, by and betwecn the City of Lubbock and CredibleMind, Inc., of Sausalito, California. Said Contract is attachcd hcrcto and incorporated in this resolution as if fully set forth hercin and shall be included in the minutes of the City Council. Passed by the City Council on ______ February 13, 2024_ .l,�Y{ A G ni��ROV1.D nS �1�0 CONI7,Nr1�: � d�-'�-1 �'', 13i11 II crton, Dcpu 'ty Managcr APPROVL'D AS 1'O 1�ORM: Rachael Fostcr, Assistant City Attorncy � ccdocslllRGS. Contract 17G95 f3ehavioral I Icalth 3G0 Program CrcdiblcMind, Inc. Resolution No. 2024-R0060 �� Credible�,�ir��� License Agreement Behavioral Health 360 Program This License Agreement ("AgreemenY') is made and entered into as of the date last signed below (the "Effective Date") by and between CredibleMind, Inc. ("CM"), a Califomia Corporation with its principal place of business located at 30 Liberty Ship Way, Suite 3200, Sausalito, CA 94965, and Ciry of Lubbock ("Client"), with its principal place of business located at 806 18th Street, Lubbock, TX 79401. 1. Customization of Behavioral Health 360 Program. The Behavioral Health 360 Program is a combination of the CredibleMind PlatForm and Support Services provided by CredibleMind. In consideration for ClienYs payment of the fees set forth in the Statement of Work attached as Exhibit A hereto ("Statement of Work"), CM will use all reasonable business efforts to customize its CredibleMind Platform ("CM Platform"), and provide implementation, training, and maintenance support services for the CM Platform as described in the Statement of Work within the time frames estimated in the Statement of Work. CM will host, operate and maintain its CM Platform implementation on servers operated by or for CM. 2. Limited Warranty: Disclaimer. Client acknowledges that (i) CM's products and services, including the CM Platform and supporting services provided hereunder, are not a substitute for medical or legal advice. CM does not make any express or implied warranties in connection with this Agreement, the CM Platform or any supporting services or deliverables provided to Client hereunder except those specifically set forth herein. 3. Pavment. Client agrees to pay to CM the fees as set forth in the Statement of Work. In the event that any amount due to CM hereunder is not paid within 45 days of ClienYs receipt of the corresponding invoice, without waiving any Gaim or right against Client and without liability whatsoever to Client, CM reserves the right to suspend or terminate ClienYs access to the CM Platform and the perFormance of any services provided hereunder. The amounts payable to CM set forth in Exhibit A are exclusive of any sales or use or other taxes or govemmental charges. Client shall be responsible for payment of all such taxes or charges except for any taxes based solely on CM's net income. If Client is required to pay any taxes based on this Section 3, Client shall pay such taxes with no reduction or offset in the amounts payable to CM hereunder. 4. Term: Termination. This Agreement is effective upon signing and will continue for three (3) years with automatic renewals thereafter unless CM or Client gives sixty (60) days' prior written notice to the other party of non-renewal. CM or Client may terminate this Agreement upon thirty (30) days' prior written notice of the other's material breach and failure to substantially cure the breach within thirty (30) days of receipt of the notice of breach. CM or Client may terminate this Agreement for convenience upon six (6) months' prior written notice to the other party. Upon expiration or termination of this Agreement, all Licenses granted by CM to Client hereunder shall terminate. Client shall promptly cease use of and delete or retum any electronic information associated with the CM Platform and associated intellectual property. If CM terminates this Agreement for convenience or the Agreement is terminated due to CM's breach as provided above, it shall refund to Client the uneamed prorated portion of the Annual License Fee (as defined in Exhibit A) paid for the then-current annual licensing period. If Client terminates this Agreement for convenience or the Agreement is terminated due to ClienYs breach as provided above, Client will pay to CM any unpaid portion of the Implementation Fee (as defined in Exhibit A) and any unpaid portion of the Annual License Fee due for the then-current annual licensing period. 5. Limitation of Liabilitv. In no event shall CM be liable for any loss of profit or revenue or cost of procurement of substitutes by Client, or for any other consequential, incidental, indirect or special damages incurred or suffered by Client arising as a result of or related to this Agreement, whether in contract, tort, or otherwise, even if CM was advised of the possibility of such loss or damages. Client further agrees that the total liability of CM for all Gaims of any kind arising as a result of or related to this Agreement, or to any act or omission of CM, whether in contract, tort or otherwise, shall not exceed Page 1 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �� Gred�ble�W�i���-� an amount equal to the amount actually paid by Client to CM hereunder during the twelve (12) month period preceding the date the claim arises. ClienYs sole and exGusive remedy for any claim against CM with respect to the quality of the deliverables and supporting services provided under this Agreement shall be the coRection by CM of any material defects or deficiencies therein, of which Client notifies CM in writing within ten (10) days after the delivery of such deliverables or completion of that portion of the supporting services. In the absence of any such notice, the deliverables and supporting services provided hereunder shall be deemed satisfactory to and accepted by Client. 6. Intellectual Prooertv. Licenses: While this Agreement is in effect and in consideration for ClienYs payment of the fees set forth in the Statement of Work, CM grants to Client a non-exclusive, non- transferable, non-sublicenseable, License to (a) access and remotely interact with the CM PlatForm and allow users of its CM Platform website ("Users") such access and interaction; (b) use CM's trademarks to the limited extent as stated below; (c) access CM PlatForm utilization data; and (d) access error corrections to the CM Platform, including fixes to problems in software but excluding additional options, enhancements, and/or new features. Client grants to CM a worldwide, non-exclusive, royalty-free License to use, reproduce, distribute, perform and display any and all content it provides to CM in connection with the CM PlatForm. Trademarks: CM and Client each grant to the other a limited, non- exclusive, non-sublicenseable, worldwide License to use the other's trademarks, trade names, copyrights and logos and trade dress (collectively, "Trademarks") only as necessary to fulfill each party's obligations under this Agreement during its term. CM and Client each agree that the quality of its manner of use of the other's Trademarks shall be high. CM and Client may each terminate the others License to use its Trademarks if it determines that the other's use of such Trademarks tamishes, blurs or dilutes the quality or good will associated with such Trademarks and such problem is not cured within ten (10) days of notice thereof. Each party agrees not to contest the other party's ownership of its Trademarks, not to disparage or call into question the validity, value or ownership thereof, and not to use any of the other party's Trademarks in any manner so as to create a combined trademark. Except as expressly granted in this Agreement, no other rights or Licenses or uses whatsoever in or to the CM PlatForm or CM's Trademarks are granted to Client. CM is, and at all times shall remain, the sole and exclusive owner of all right, title and interest, throughout the world (including all intellectual property and other proprietary rights), in and to the original and copies of the CM Platform and any associated and derivative intellectual property, all website usage statistics (system utilization data), all new features and enhancements to the CM Platform, and any deliverables and supporting services provided by CM under this Agreement. Protections: CM and Client shall cooperate to police and protect the CM Platform and its associated intellectual property. Client shall promptly notify CM in writing of any unauthorized use, infringement, misappropriation, dilution or other violation of the CM Platform and its associated intellectual property ("Violations") of which it becomes aware and CM shall have the primary right, but not the obligation, to bring and control any suits against any such Violations and retain the entirety of any award arising from such suit. Client shall have no claim of any kind against CM based on or arising out of CM's handling of or decisions regarding Violations or any such suit or suits. Notices and Attributions: Client shall accurately produce and reproduce all CM intellectual property notices on all copies Client produces or reproduces of the CM PlatForm and associated data, screens, and soflware, and shall not remove any CM intellectual property notices from any materials. Any website through which a user interacts with the CM Platform shall have, at a minimum, attribution to CM for creating and operating the website and service, including a"Powered by CredibleMind clickable link in the navigation header of all pages, CM copyright notices on all pages, and appropriate credit for the platform and links back to CM in any "about us" section. Confidential Information: During the term of this Agreement and for a period of two (2) years thereafter, each of CM and Client will keep in confidence and not disclose or disseminate, or permit anyone working under its direction to disclose or disseminate, the existence, source, content or substance of any of the others Confidential Information to any other person. "Confidential Information" is all nonpublic information conceming the business, technology, intemal structure and strategies of either CM or Client disclosed to the other orally, or in tangible form, and is either marked as "confidential" or identified as "confidential" prior to disclosure. Employees and independent contractors of one party will be given access to the Confidential Information of the other party only on a need-to-know basis. Client agrees that the trade secrets and Page 2 of 10 December21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �� �red�ble�liind know-how included in the CM Platform and associated intellectual property shall be treated as Confidential Information regardless of whether such trade secrets and know-how are marked, stamped or otherwise identified as confidential. Information shall not be deemed Confidential Information if it is (i) now generally known or available or which, hereafter through no act or failure to act on the part of CM or Client as the receiving party ("Recipient"), becomes generally known or available; (ii) rightFully known to Recipient at the time of receiving such information; (iii) fumished to Recipient by a third party without restriction on disclosure and without Recipient having actual no6ce or reason to know that the third party lacks authority to so fumish the information; (iv) independently developed by Recipient; or (v) required to be disclosed by law or by a govemment entity, provided however that Recipient, before making a use or compelled disclosure of Confidential Information, shall give ten (10) business days' prior written notice to the owner of the Confidential Information stating the intended use or disclosure to be made and citing the applicable sub-section of (i) -(v) above allegedly giving it the right or obligation to do so. 7. User Relations. Client will either incorporate CM's terms of use into its terms of use, as will be displayed on ClienYs website, or allow CM to maintain a terms of use link and document on the CM Platform implementation's website for Client. ClienYs Users must agree to the terms of use or will not be allowed to use the CM Platform implementation's website. ClienYs staff shall have first line responsibility for dealing with User support inquiries in a commercially reasonable manner agreed to by CM. CM will provide second tier support directly to Client through Web, email and telephone support during normal business hours (9AM to 5PM Pacific Time) with an initial response within one business day that includes an estimated time for final resolution. Client will designate and CM will train one support person who will be ClienYs interface with CM on support matters. 8. Indemni . Each of CM and Client (the "Indemnifying Party") shall indemnify the other (the "Indemnified Party") against any and all claims, losses, costs and expenses, including reasonable attomeys' fees, which the Indemnified Party may incur as a result of claims in any form by third parties arising from: (a) the Indemnifying Party's gross negligence or willful misconduct in the perFormance of its obligations under this Agreement, or (b) the Indemnifying Party's content or trademarks or associated intellectual property. The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the relevant daim, (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to participate in the defense at its expense. Notwithstanding the foregoing, CM assumes no liability for any claims arising from the following: (i) the combination of the CM PlatForm and associated intellectual property or use with other hardware, software or other items not provided by CM; (ii) the modification of the CM PlatForm or any part thereof by Client; (iii) use of the CM Platform for a purpose or in a manner for which it was not designed, or (iv) Client's specifications or designs. Client shall indemniTy and hold harmless CM from and against any claims arising out of such exclusions (i)-(iv). This Section 8 states ClienYs sole and exclusive remedy and CM's entire liability for any alleged infringement of a third party's intellectual property right. 9. Resolution of Disoutes. Except as expressly otherwise provided herein, the parties agree that any dispute arising out of or relating to this Agreement shall be resolved in accordance with the procedures specified in this Section 9, which shall be the sole and exclusive procedures for the resalution of disputes. (a) In the event a dispute arises between the parties, each party's goal is a neutral and cost-effective means of resolving the dispute quickly. Accordingly, each party agrees that any claim or controversy arising out of or relating to this Agreement shall be resolved, in the first instance, by contacting the other party to the controversy directly to seek a resolution. Page 3 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �,� Gred�ble ����r��-� (b) If a dispute between the parties cannot be resolved by informal meeting and discussions within thirty (30) days after commencement thereof, the parties agree to submit the dispute to mediation. The parties further agree that their participation in mediation is a condition precedent to (i) either party pursuing any other available remedy in relation to the dispute and (ii) either party recovering attomeys' fees under Section 10. During mediation, the parties agree to negotiate in good faith as to the matter submitted to mediation. Mediation shall take place under the then cuRent Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes. The parties shall jointly appoint a mutually acceptable neutral third-party mediator. If the parties are unable to agree upon the appointment of a mediator, either party may request CPR assistance in the selection of a mediator under its guidelines. The costs of the mediation will be shared equally between the parties, unless otherwise agreed to in writing by the parties. Mediation shall take place in Marin County, Califomia. If the parties are unable to come to a resolution of the dispute within the lesser of forty-five (45) days after appointment of a mediator or fifteen (15) days after commencement of the first mediation session, unless extended by agreement of the parties, either party may institute arbitration proceedings pursuant to Section 9(c) below. (c) All disputes that have not been resolved by the parties through informal discussions or mediation shall be finally settled by arbitration by a mutually acceptable arbitrator in accordance with the then applicable Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be Marin County, Califomia. The decision of the arbitrator will be final and may not be appealed. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant injunctive relief and specific perFormance to enforce the terms of this Agreement, and may, in its discretion, award fees and costs as part of its award. 10. Attomeys' Fees. Subject to Section 9, if any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attomeys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. 11. General Provisions. Goveming Law: This Agreement shall be govemed by and construed in accordance with the laws of the State of Califomia without regard to the conflict-of-laws rules of the State of Califomia. Severability, Headings: If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. No Hire. Without the prior written consent of CM until twelve (12) months after the date the CM personnel were last involved in any activity related to the Agreement, Client agrees to refrain from employing, as a result of direct solicitation, or directly or indirectly soliciting the employmenUengagement of CM's employees, agents, and subcontractors who have worked on the Agreement ("Personnel"). If Client is interested in hiring one or more of CM's Personnel, such interest will be discussed first with CM prior to discussing such an offer with the Personnel. In no event shall this provision apply with respect to Personnel of CM who are recruited in response to a solicitation made to the public. Force Majeure: If performance of a party's obligations is interfered with by any condition beyond such party's reasonable control, the affected party shall be excused from performance to the extent of such condition. The operation of CM's servers and the provision of the CM Platform and supporting services hereunder may be interfered with by numerous factors outside of CM's control. CM does not guarantee continuous, uninterrupted or secure provision of the CM Platform and supporting services, and Client acknowledges that the CM Platform and supporting services may be unavailable for sustained periods of time. Should the CM Platform and supporting services be unavailable to Client and Users due to force majeure for more than 10 days, and if CM does not restore service within 30 days thereafter, Client may terminate this Agreement and be entitled to a refund of the unearned prorated portion of the Annual License Fee paid for the then- current annual licensing period. Independent Contractors: CM and Client are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created hereunder. Notice: Any notices hereunder shall be given to the appropriate party at the address specified herein or at such other address, as the party shall specify in Page 4 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �� Cre�l�bl����� r��� writing. Notice shall be deemed given: upon personal delivery; if sent by fax, upon confirmation of receipt; or if sent by certified mail, postage prepaid, three (3) days after the date of mailing. Assignment: This Agreement may not be assigned by either party without the express written consent of the other party. Notwithstanding the foregoing, CM may assign this Agreement and the provision of services hereunder, together with the rights and ownership of the CM Platform and associated intellectual property, to another party so long as such assignment is to an authorized partner of CM that agrees to be bound by the terms and conditions of this Agreement. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if assignment is properly made pursuant to this Agreement). Announcement and Non�ompete: Upon signing of this Agreement the Parties shall jointly announce the business relationship in a manner mutually agreeable to both Parties, such as a press release or other similar form. During the term of this Agreement (including any renewal period(s) hereo�, Client agrees that it will not develop, nor embed, link, co-brand or promote on its CM Platform implementation's website, any tools, products or services provided intemally or by a third party, that are substantially competitive with or similar to CM's tools, products or services without giving to CM 90 days' prior written notice, which notice shall provide to CM the option of terminating this Agreement for ClienYs material breach. Entire Agreement; Waiver: This Agreement (including Exhibits A and B attached hereto) sets forth the entire agreement of the parties, and supersedes any and all oral or written agreements or understandings between them, as to the subject matter of this Agreement. It may be changed only in a writing signed by both parties. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. Survival: Sections 4("Termination"), 5("Limitation of Liability"), 6 ("Intellectual Property"), 8("Indemnity"), 9("Resolution of Disputes"), 10 ("Attomeys' Fees") and 11 ("General Provisions") shall survive any expiration or termination of this Agreement. Counterparts: This Agreement may be executed in one or more counterparts, by facsimile, by electronic signature, or otherwise, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Authority to Bind: Each signatory represents that he/she is fully authorized to enter into the terms and conditions of this Agreement and to legally bind the party on whose behalf the signature is proffered. The parties agree that faxed and scanned copies of fully executed contracts are accepted as original and binding on the parties. IN WITNESS WHEREOF, the parties hereto, having been duly authorized, execute this Agreement on the dates indicated: For CredibleMind, Inc. Signature: �� For City of Lubbo k Signature: �� Print Name: Deryk Van Brunt Title: CEO Date: 1 /8/24 30 Liberty Ship Way, Suite 3200 Sausalito, CA 94965 Print Name: Title: � Mayor �ate: February 13, 2024 AP UE AS TO C NTENT: By: Ka erine Wells, Director of Public Health APPROVED AS T FORM• By: Rachae Foster, Ass�s nt ity Attorney Page 5 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �I� Cre�l�ble�'����:r`��� Exhibit A Statement of Work for the Behavioral Health 360 Program The Behavioral Health 360 Program consists of a combination of the CredibleMind PlatForm and Support Services provided by CredibleMind, Inc.. CredibleMind (CM) will make the CredibleMind PlatForm and Services ("CM Platform") available to the City of Lubbock Public Health "(Client") community (41 Counties in Panhandle/South Plains of Texas: Armstrong, Bailey, Briscoe, Carson, Castro, Childress, Cochran, Collingsworth, Crosby, Dallam, Deaf Smith, Dickens, Donley, Floyd, Garza, Gray, Hale, Hall, Hansford, Hartley, Hemphill, Hockley, Hutchinson, King, Lamb, Lipscomb, Lubbock, Lynn, Moore, MoUey, Ochiltree, Oldham, Parmer, Potter, Randall, Roberts, Sherman, Swisher, Terry, Wheeler, Yoakum) as follows: Implementation Proiect Summary The CM Platform is a Soflware as a Service (SaaS) tool delivered through a unique URL branded to Client. During implementation of the platform, Client and CM will work together to build a customized version for Client. Client will have access to the most recent version of the platform, inGuding access to expert-reviewed resources for user mental health and well-being improvement, interactive assessments, and mental health and well-being topic write-ups. During the implementation, the Client project team will be trained in how to use the platform and how to engage their end-users. Client Resaonsibilities In the implementation phase, Client will be responsible for providing CM with the following: • Provide a logo to be placed on CM Platform • Attend Kickoff Meeting • Approve Site Branding and Design • Access the CredibleMind online client portal to add in customer resources to their CM Platform, as desired, including but not limited to organization benefit programs, wellness programs, and partner organizations. Unlimited accounts to add and edit content are available. Milestones • Kickoff Meeting - Within 2 Weeks of contract signing • Build, modify and design custom CM Platform - Within 2 weeks of Kickoff Meeting, upon receiving unique client resources • Launch - Within 6 weeks of contract signing Proiect Deliverable At the end of the implementation, Client will have access to a co-branded version of the CM Platfonn. Account Manas�ement and Suaaort CM will assign one Account Manager to work directly with Client. The Account Manager will be available during normal business hours. Page 6 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �,,�, Credible�.�i�d Maintenance The maintenance phase begins after launch of the CM PlatForm. During this phase, Client will continue to receive ongoing training and support to ensure successful adoption and usage of the platform by the target audience. Reaortins� After launch, Client will receive a report on site usage each quarter. The report will include information such as number of users and most frequently visited topics, trends, resource views and recommendations. In addition, Client will have access to an online reporting dashboard. The dashboard includes real time data on number of users, frequently visited topics, trends, and resource views. Ten reporting user accounts tied to specific email addresses are included in the Annual License Fee. End-User Enaa4ement Client will be responsible for marketing and promoting the site among their intended users. CM will support these efforts with the following: • Client newsletters with expert curated resources and content that can be shared by Client in their own communication channels • CM-produced end-user engagement emails for all signed-up users • Embeddable widgets to drive site traffic • Up to two (2) posters or other pieces of collateral to be used for CM platform marketing with a limit of finro (2) revisions per item. Account Manaaement Client will work with a Customer Success Manager throughout the maintenance of their CM Platform. The Customer Success Manager will be available during normal business hours. Monthly account management time is limited up to 5 hours per month. Service Level Agreement CM guarantees the platForm will be up and running 24/7/365 with 99.5% uptime outside of planned monthly service windows. Page 7 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �� Crealible�iir�c.� Payment Terms Pn•cina CredibleMind Platform for City of Lubbock Public Health : English, Spanish Communiry: 41 Counties in Panhandle/South Plains of Texas (Armstrong, Bailey, Briscoe, Carson, Castro, Childress, Cochran, Collingsworth, Crosby, Dallam, Deaf Smith, Dickens, Donley, Floyd, Garza, Gray, Hale, Hall, Hansford, Hartley, Hemphill, Hockley, Hutchinson, King, Lamb, Lipscomb, Lubbock, Lynn, Moore, Motley, Ochiltree, Oldham, Parmer, Potter, Randall, Roberts, Sherman, Swisher, Terry, Wheeler, Yoakum) Description Fee Implementation English $4,000 Spanish Annual License English $59,900 Spanish Billinct Schedule 1. The Year 1 Annual License Fee of $59,900 and Implementation Fee of $4,000 shall be due upon contract signing for a total of $63,900. 2. Years 2 and 3 Annual License Fees of $59,900 each shall be due upon the respective anniversaries of contract signing. 3. CM will provide an invoice to Client for all payments that become due. Payments are due within thirty (30) days. In the event of non-payment 60 days after receipt of invoice, the amount due will increase 1% per each month that the invoice is not paid. 4. Client has assigned the following as the billing contact for CM: Meagan Miller, MPA, ACPS Behavioral Health Manager Ciry of Lubbock Public Health 806.775.3841 mmiller@myl ubbock. us Travel and Related Business Expenses In-person meetings are available at request. Travel and related business expenses associated with in- person meetings must be pre-authorized by Client, and may then be reimbursed to CM. Page 8 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary. �'�, Gredible���i���� Exhibit B ADDENDUM TO AGREEMENT WITH CREDIBLEMIND, INC. This Addendum to the above referenced Agreement is made and entered into by and between the City of Lubbock (the "City"), A Texas home rule municipal corporation, and CredibleMind, Inc. ("CM"). (1) All funds for payment by the City under the Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non-appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then-current fiscal year or when the appropriation made for the then-current year for the services covered by the Agreement is spent, whichever event occurs first (the "Non- Appropriation Date"). If at any time funds are not appropriated for the continuance of the Agreement, cancellation shall be accepted by CM on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under the Agreement beyond the Non-Appropriation Date. (2) The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any mediation or arbitration process prior to exercising its unrestricted right to seek judicial remedy. 1'he remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. (3) Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Govemment Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. (4) No Boycott of Israel. Pursuant to Section 2271.002 ofthe Texas Government Code, CM certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the Agreement. (5) Texas Public Information Act. The Agreement is public information. To the extent, if any, that any provision of the Agreement is in conflict with Tex. Gov't. Code Ann. Chapter 552 et sea., as amended (the "Texas Public Information Act") the same shall be of no force and effect. (6) To the extent Subchapter J, Chapter 552, Government Code applies to the agreement, CM agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the govemmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. Page 9 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Propnetary. �� Credif�le��i�d (7) The Agreement is subject to all present and future valid 1aws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction. The Agreement shall be construed and govemed according to the laws of the State of Texas. T'he sole venue for any action, controversy, dispute or claim arising under the Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. (8) The Agreement is entered solely by and between, and may be enforced only by and among the parties. The Agreement shall not be deemed to create any rights in or obligations to any third parties. (9) The Agreement is not intended to, and shall not be construed to create any joint enterprise between or among the parties. (10) 'fhe parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. (11) TI-� PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THE AGREEMENT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. TI-IE PARTIES RETAIN ALL GOVERNMENTAL IMMUNITIES. (12) In the event of any conflict between either the terms or provisions of this Addendum and the Agreement, this Addendum will control. Page 10 of 10 December 21, 2023 CredibleMind, Inc. � All Rights Reserved � Confidential and Proprietary.