16-011 Perfectmind Inc., Software as a Service & Professional Services AgreementSOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT
BETWEEN
PERFECTMIND INC.
AND
CITY OF CUPERTINO
DATED: JANUARY 25, 2016
TABLE OF CONTENTS
PART 1-DEFINITIONS AND INTERPRETATION ........................................................................................... 1
PART 2 -LICENSE ................................................................................................................................................... 4
PART 3 -PROFESSIONAL SERVICES ................................................................................................................ 5
PART 4-FEES AND PAYMENTS ......................................................................................................................... 7
PART 5-USE OF THE PLATFORM ..................................................................................................................... 9
PART 6 -CONTENT, INTELLECTUAL PROPERTY AND PRIVACY ......................................................... 13
PART 7-TERM AND TERMINATION .............................................................................................................. 14
PART 8-CONFIDENTIALITY ............................................................................................................................ 16
PART 9 -WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY ............................................ 17
PART 10-GENERAL ............................................................................................................................................ 19
Exhibits:
Exhibit A-Platform Use Fees
Exhibit B -Statement of Work
Exhibit C -PerfectMIND Rate for Professional Services
Exhibit D -Service Levels
Exhibit E -Platform Description -Features and Functionalities
Exhibit F -Specific System Requirements
SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT
THIS AGREElVIENT is dated January 25, 2016
BY AND BETWEEN:
PerfectMIND Inc. AND City of Cupertino
("PerfectMIND"), a British Columbia
corporation having an office at:
("City"), a municipal corporation located
at:
110-980 West First Street
North Vancouver, British Columbia
V7P 3N4
10300 Torre Ave.
Cupertino, California 95014
WHEREAS PerfectMIND wishes to license to City, and City wishes to use and license from
PerfectMIND, the Platform (as defined herein) on the terms and conditions set out in this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
the parties agree as follows:
PART 1-DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, unless the context otherwise requires, capitalized
terms will have the meaning assigned to them herein, including the following:
(a) "Account" has the meaning set out in §5.6;
(b) "Account-holder" means an individual designated by City to whom
an Account is issued;
( c) "Applicable Laws" means all applicable United States and
California laws and regulations, including all applicable local, state, and
national regulations as well as orders of courts or laws, regulations, by-laws
or ordinances of applicable governmental agencies;
( d) "Claims" means liabilities, actions, proceedings, claims, causes of
action, demands, debts, losses, damages, charges and costs, including
reasonable legal costs, any amount paid to settle any action or to satisfy a
judgment and expenses of any kind and character whatsoever incurred in
connection therewith;
(e) "Computer Virus" means any malicious code, program or other
internal component which could destroy, damage, alter, or disrupt, any
computer program, firmware or hardware or which could, in any manner,
reveal damage, destroy, alter, or disrupt any data or other information
accessed through or processed by the Platform.
(f) "Confidential Information" has the meaning set out in §8.1;
(g) "Content" means all materials and content, including designs,
editorials, text, graphics, audiovisual materials, multimedia elements,
photographs, videos, music, sound recordings, reports, documents, software,
information, formulae, patterns, data and any other work, and "Customer
Content" is Content entered, uploaded or inputted into the Platform by or
on behalf of City;
(h) "Customer Data" means information, materials, or data, including
Customer Content, entered, uploaded or inputted into the Platform by or on
behalf of City;
(i) "Electronic Self-Help" means use of electronic means to exercise
PerfectMIND's license termination rights, if allowable pursuant to this
Agreement, upon breach, cancellation, termination, or expiration of this
Agreement;
G) "Enhancement" means enhancements, developments,
modifications, updates, additions and improvements made to the Platform,
other than New Features and Functions;
(k) "Force Majeure" means circumstances beyond a party's reasonable
control, including without limitation, acts of God, acts of government, flood,
fire, earthquakes, civil unrest, acts of terror, strikes or other labour
problems; or Internet service provider failures, delays, or hosting service
provider failures or delays which are pervasive across a large segmental of
Internet users over a large geographical area.
(1) "Intellectual Property Rights" means any and all (i) proprietary
rights provided under patent law, copyright law, trade-mark law, design
patent or industrial design law, semi-conductor chip or mask work law, or
any other applicable statutory provision or otherwise arising at law or in
equity, including, without limitation, trade secret law, that may provide a
right in works, software, source code, object code, marks, ideas, formulae,
algorithms, concepts, methodologies, techniques, inventions, or know-how,
or the expression or use thereof, (ii) applications, registrations, licenses,
sublicenses, agreements, or any other evidence of a right in any of the
foregoing, and (iii) past, present, and future causes of action, rights of
recovery, and claims for damage, accounting for profits, royalties, or other
relief relating, referring, or pertaining to any of the foregoing;
(m) "New Features and Functions" means any update, revision, new
version, new module or upgrade of the Platform made available by
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PerfectMIND from time to time that adds new functions or features to the
Platform;
(n) "PerfectMIND Privacy Policy" means PerfectMIND's privacy
policy made available at http://www.perfectmind.com/academy/privacy as
amended from time to time;
(o) "PerfectMIND Technology" means (i) any concepts, inventions,
systems, processes, techniques, methodologies, know-how, data, tools,
templates, technology (including software in executable code and source
code), documentation or any other information, data or materials, and any
expressions of the foregoing, developed by, owned by, or licensed to,
PerfectMIND; and (ii) the Work Product;
(p) "Permitted Purpose" means managing and operating City's
facilities located in the City of Cupertino, California, including customer
relationship management, facility bookings, membership sales, point of sale
transaction processing, financial management, reporting, and scheduling;
( q) "Platform" means the software and supporting hardware platform
known as "PerfectMIND" that is owned and operated by PerfectMIND, and
that will be made available to City as a service under this Agreement via a
designated website or websites as may be designated by PerfectMIND, from
time to time, together with the related documentation, Content (other than
Customer Content and Customer Data) and end user materials delivered
therewith;
(r) "Professional Services" has the meaning set out in §3.1;
(s) "Statement of Work" has the meaning set out in §3.l;
(t) "Term" has the meaning set out in §7.1; and
(u) "Work Product" means all improvements, enhancements and
derivatives thereto developed by PerfectMIND for the purposes of providing
the Professional Services under this Agreement or otherwise and any and all
other work products developed by PerfectMIND for the purposes of
providing the Professional Services under this Agreement.
1.2 Interpretation. In this Agreement, unless expressly stated otherwise or the
context otherwise requires, (a) headings and captions are for convenience only and will not be
deemed to explain, limit or modify the provisions hereof, (b) the word "including", when
following a general statement or term, is not to be construed as limiting the general statement or
term (whether or not used in connection with phrases such as "without limitation" or "but not
limited to") and the word "or", when connecting two or more matters, will not imply an
exclusive relationship between the matters, ( c) a reference to a "person" or "entity" means an
individual, corporation, body corporate, firm, limited liability company, partnership, syndicate,
joint venture, society, association, trust or unincorporated organization or governmental authority
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or trustee, executor, administrator or other legal representative, including any successor to that
person, (d) a word importing the masculine gender includes the feminine and neuter, a word in
the singular includes the plural, a word importing a corporate entity includes an individual, and
vice versa, ( e) words, phrases and acronyms not otherwise defined herein that have a meaning
commonly understood and accepted by persons familiar with the Internet and computing services
professionals will be interpreted and understood to have that meaning herein, and (f) in the event
of any conflict or inconsistency between the terms of this Agreement and the terms of the
Exhibits hereto, the terms of the Exhibits hereto will prevail to the extent necessary to resolve
such conflict or inconsistency.
PART 2-LICENSE
2.1 License. PerfectMIND grants to City a non-exclusive, non-transferable, right and
limited license, only during the Term, to access and use the Platform for the Permitted Purposes
only. All rights not expressly granted to City are reserved by PerfectMIND and, if applicable, its
licensors.
2.2 Complete Software; Enhancements. Upon completion of the Professional
Services described in the Statement of Work attached to this Agreement as Exhibit B, the
Platform with the features and functionalities described in Exhibit E attached to this Agreement
will be configured and made available to City for access and use by Account-holders. City agrees
that its entry into this Agreement is not contingent on the delivery of any future functionality or
features by PerfectMIND. PerfectMIND may, from time to time and its sole discretion, update
the Platform (including the underlying server software or hardware) or otherwise offer
Enhancements, which Enhancements will form part of the Platform being licensed and provided
hereunder without further payment by City. PerfectMIND will use commercially reasonable
efforts to (a) ensure that such Enhancements are compatible with and will not adversely affect or
reduce the functionality, performance, availability and accessibility of the Platform, and (b) to
the extent that such Enhancements do so adversely affect the Platform and City notifies
PerfectMIND of same, restore or reinstate the Platform or parts of it causing the adverse effects
to its or their status prior to the Enhancement, as soon as may be reasonable and practicable in
the circumstances. Notwithstanding any Enhancements or other changes to the Platform,
PerfectMIND will maintain the functionality of the Platform so it is always materially equal to or
better than the functionality of the Platform as of the date that City first commences using the
Platform.
2.3 New Features and Functions. PerfectMIND may, from time to time and its sole
discretion, develop and offer New Features and Functions that will not form part of the Platform
licensed hereunder and may be provided and licensed separately to City for an additional fee.
Notwithstanding the foregoing, City shall be entitled to all New Features and Functions related
to the Parks and Recreation Suite for the Platform without charge that are available to other
PerfectMIND customers on a quarterly basis for the duration of this contract, even if the other
customers are charged for these additional features, enhancements or upgrades.
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PART 3-PROFESSIONAL SERVICES
3.1 Professional Services. City may, from time to time, request PerfectMIND to
provide customization and deployment services and other related professional services in relation
to City's use of the Platform (the "Professional Services") and PerfectMIND may, in its
discretion, agree to provide the Professional Services. Upon agreement on the particulars of the
Professional Services, including the fees payable by Customer to PerfectMIND for the
Professional Services, such particulars shall be included in a statement of work (a "Statement of
Work"), which shall be signed by PerfectMIND and City, and which shall form a schedule to
and be incorporated into and form part of this Agreement. To the extent that there is any
inconsistency between any provision in any Statement of Work and the rest of this Agreement,
the terms of such Statement of Work will prevail. Each Statement of Work may contain, unless
the parties agree otherwise, a description of the work to be conducted, the functional
requirements and technical specifications applicable to the work, the work schedule and
milestones, the deliverables and delivery schedule, acceptance criteria, and such other
information and additional terms and conditions as the parties may mutually agree upon. As of
the date of this Agreement, PerfectMIND and City have agreed upon the Professional Services
described in the Statement of Work attached to this Agreement as Exhibit B.
3.2 Change Orders. City may, from time to time, request changes to the scope of the
Professional Services described in a Statement of Work. In response to any such request from
City, PerfectMIND shall determine the feasibility of providing such changes and shall estimate
the increase in the total fees payable for providing such changes to the Professional Services.
Following receipt of PerfectMIND's response to City's request, the parties shall negotiate an
amended Statement of Work which sets out the changes to the Professional Services and the
additional fees payable in respect thereof.
3.3 City's Responsibilities. The work functions and tasks relating to the Professional
Services for which City shall be responsible shall be described in the Statement of Work. City
agrees to perform such work functions and tasks in a timely fashion. City agrees to provide or
make available all information reasonably requested by PerfectMIND to perform the
Professional Services. PerfectMIND will not be liable for loss or damage arising from reliance
on any such information.
3.4 Project Teams. Each party will be solely responsible for staffing its project team
for the performance of the Professional Services by PerfectMIND and relating work functions
and tasks by City as described in a Statement of Work. Each member of a project team will
possess skills and knowledge appropriate to the work functions to be performed by that team
member. Either party may, by way of replacement or addition, make changes to the personnel
assigned to its project team, provided that each replacement team member shall possess skills
and knowledge at least equivalent to the project-related skills and knowledge of the team
member being replaced. Each party shall appoint a project manager in respect of its project team.
The project managers shall be available for weekly meetings to review the progress of the
Professional Services. City shall have reasonable discretion in its approval of PerfectMIND's
project team and its members. Should the City, acting reasonably, request that an individual
PerfectMIND team member be replaced, City shall give notice in writing to PerfectMIND
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providing an explanation for City's request, and PerfectMIND shall replace the team member
within a reasonable period of time.
3.5 Use of City's Facilities. For Professional Services to be performed at City
premises, City will provide all work space, facilities and support that are reasonably requested by
PerfectMIND to perform such Professional Services, including without limitation, secretarial
support, telephone, and computer facilities.
3.6 No Liability for Others' Failure to Perform. City agrees and acknowledges
that PerfectMIND's performance of the Professional Services will be conditional upon, and
subject to, City's performance of its obligations hereunder and the performance by any third
party identified in the Statement of Work, or later identified by the City in writing, of its
functions and task to the extent that such functions and task relate to the Professional Services,
and that PerfectMIND will not be liable or responsible, in any manner or to any extent, for any
failure of PerfectMIND to perform all, or any part of, the Professional Services to the extent that
any such failure is solely caused by a failure of City to perform its obligations or the third party
to perform its functions and tasks.
3. 7 Third Party Hardware/Software. City will be solely responsible for the
evaluation, selection, installation, implementation, compatibility, use and performance of and
results obtained from any hardware, systems software, utility software, security software,
telecommunication equipment or software, and applications software used in connection with the
Professional Services, unless (and only to the extent) otherwise expressly agreed in this
Agreement. Except as expressly provided in this Agreement, City and/or the third party vendors
of the software packages selected for use by City will be responsible for the installation,
acceptance and performance of the selected software packages. With respect to any third party
software, other than that provided by New World Systems/Tyler Technologies, PerfectMIND
shall, upon written request by the City and within the Hourly rate in Exhibit "C", analyze the
third party's software's compatibility with the PerfectMIND Platform, provide analysis of
whether the third party software could function with the PerfectMIND Platform, and provide a
cost estimate for the integration of the software into the PerfectMIND Platform.
3.8 Third Party Products. Where the Professional Services to be provided by
PerfectMIND involve the acquisition by City of products of third parties, PerfectMIND will not
be responsible for delays in the delivery of such products by third parties or for such product's
faulty quality, defective performance, or failure to perform in accordance with published
specifications or accepted standards. PerfectMIND will transfer to City any transferable
warranties provided to PerfectMIND by third parties. PerfectMIND makes no independent
representations or warranties with respect to products provided by third parties. Any third party
warranties are the exclusive remedies of City with respect to such products.
3.9 Use of Subcontractors. Customer acknowledges that PerfectMIND may engage
agents and subcontractors to perform any of the Professional Services described in a Statement
of Work, but only upon the City's written consent. PerfectMIND shall be responsible for the
fulfilment of its obligations hereunder, notwithstanding the performance of any of its obligations
by its agents and subcontractors.
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3.10 No Recruitment. City agrees that during the term of this Agreement, to the
extent permitted by law, and for a period of one (1) year thereafter, it will not, without the prior
written consent of PerfectMIND, hire, retain or engage, or make an offer in respect of same to,
any employee, independent contractor or consultant of PerfectMIND.
PART 4-FEES AND PAYMENTS
4.1 Platform Use Fees. City will pay all fees and charges in connection with the use
of the Platform in accordance with Exhibit A, which forms an integral part hereof and is
incorporated herein by reference. PerfectMIND will set and notify City in writing of the
proposed Platform use fees payable by the City for the following five (5) years after the Term no
later than 90 days prior to expiration of the fifth year. The City will consider a five (5) year
renewal provided that PerfectMIND will not increase the Platform use fees for that period by
more than 30% over the fees applicable during the first five (5) years if the number of City
facilities remains the same and the revenue generated from such facilities does not materially
change.
4.2 Platform Use Billing. The fees payable by City for use of the Platform in each
twelve (12) month period is payable in advance at the beginning of such period, except for Year
1 for which the fees will be paid in two installments, all as set forth in Exhibit A. PerfectMIND
will invoice City for such fees at the beginning of each twelve (12) month period except the fees
for Year 1 which will be invoiced at the completion the relevant milestone as provided in Exhibit
A, and City will pay each invoice within thirty (30) days after the date of the invoice.
Notwithstanding anything in the contrary herein, the City is only obligated to make any such
payment only from funds budgeted and appropriated in its annual budget for these services
during a fiscal year. In the event that funds are not appropriated or otherwise not legally
available, City shall have no obligation to pay fees to PerfectMIND, this Agreement shall
terminate at the end of the fiscal year, and the City shall return any Platform to PerfectMIND.
All amounts due by Customer hereunder will be paid, unless otherwise expressly set out herein,
without any deduction, adjustment or set-off whatsoever.
4.3 Taxes. Fees for use of the Platform do not include any taxes, and City agrees to
pay all applicable sales and use tax, based on or due as a result of any amounts paid to
PerfectMIND under this Agreement.
4.4 Late Payments. If PerfectMIND does not receive payment in full of an invoice
within 30 days after the date of such invoice and City fails to make full payment within ten (10)
days after written notice of the non-payment is given by PerfectMIND, City will be deemed to be
in default. In addition to any other rights granted to PerfectMIND herein and available to
PerfectMIND at law or in equity, PerfectMIND reserves the right to suspend the Accounts and
City's right to use and access to the Platform if City is in default with respect to its payment
obligations.
4.5 Professional Services Fees. If the Professional Services are to be provided on a
fixed price basis, the Statement of Work will set out the total contract price, a payment schedule,
including the fees payable in respect of each deliverable and/or milestone, as applicable. If the
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Professional Services are to be provided by PerfectMIND on a time and materials basis, the
rate(s) in Exhibit C attached hereto will apply. PerfectMIND may, from time to time and upon
sixty (60) days' notice to City, amend the rate(s) for Professional Services, but only for those
services beyond the Scope of Services and which are performed on an hourly basis. Per diem
rates shall be based on a 7.5 hour day. Once a Statement of Work is signed by the parties, the
rates structure in effect at the time of the signing of the Statement of Work shall apply for the
duration of the project described in the Statement of Work. PerfectMIND's fees for Professional
Services (whether fixed or based on time and materials) do not include any travel, living or any
other out-of-pocket expenses incurred by PerfectMIND or its subcontractors in providing
Professional Services. City will reimburse PerfectMIND for all reasonable travel, living and
other out-of-pocket expenses incurred by PerfectMIND's employees and subcontractors in
providing the Professional Services subject to the limits set out in Exhibit C and to the extent
preapproved by City. All such expenses for which PerfectMIND seeks reimbursement will be
supported by documentation in a form reasonably acceptable to City.
4.6 Professional Fee Billing. PerfectMIND will invoice City for the Professional
Services according to the payment terms specified in the Statement of Work, or if no payment
term is specified in the Statement of Work, on a monthly basis, and City will pay each invoice
within thirty (30) days after receipt of invoice, unless the parties agree otherwise in writing. The
fees for the Professional Services to be performed pursuant to the Statement of Work attached
hereto as Exhibit B are set out and shall be due and payable to PerfectMIND in accordance with
the "Fee payment schedule" section of Exhibit B, upon City's receipt of PerfectMIND's
mvmces.
4. 7 Taxes and Duties Relating to Professional Fees. All amounts payable in
respect of the Professional Services rendered by PerfectMIND to City under this Agreement will
be exclusive of all shipping charges, insurance charges, customs duties, sales taxes, value-added
taxes, and any other like charges or taxes. City will be responsible for paying all such charges
and taxes in connection with the provision of the Professional Services under this Agreement.
PerfectMIND shall provide the City with an estimate of all taxes, duties or other charges that are
enumerated in Exhibit B prior City's approval of this Agreement. City shall not be liable for any
amount for these taxes or duties with the exception of California Sales or Use Tax unless the
approximate type and amount of tax or duty is provided to the City prior to City's execution of
this Agreement. If after the date of this Agreement if any jurisdiction imposes upon
PerfectMIND taxes which are legally required to be passed on to the consumer, PerfectMIND
shall inform the City in writing, and the City agrees that such charges are not included in Exhibit
"B".
4.8 Currency. All prices in this Agreement are in United States dollars.
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PART 5-USE OF THE PLATFORM
5.1 PerfectMIND Responsibilities. PerfectMIND will provide the Platform in
accordance with the service levels set out in Exhibit D. PerfectMIND will provide to City, at no
additional charge, the support for the Platform described in Exhibit D. PerfectMIND will comply
with all Applicable Laws in the performance of this Agreement. PerfectMIND has used its best
commercially reasonable efforts through quality assurance procedures to ensure that there are no
Computer Viruses or undocumented features in the Platform, and the Platform does not contain
any embedded device or code that is intended to obstruct or prevent use of the Platform.
PerfectMIND waives any and all rights it may have or hereafter have to exercise Electronic Self-
Help. Notwithstanding any other provision of this Agreement, PerfectMIND agrees that
Customer may pursue any and all remedies under law in the event of a breach or threatened
breach of this Section, including injunctive or equitable relief. PerfectMIND warrants that the
Platform does not and shall not contain any lock, counter, CPU reference, virus, worm or other
device capable of halting operations or erasing or altering data or programs. PerfectMIND
further warrants that neither PerfectMIND, nor it agents, employees or subcontractors shall insert
any such device after execution of this Agreement. For the avoidance of doubt, termination of
Customer's access to the Platform in accordance with this Agreement will not be considered
Electronic Self Help.
5.2 Training. PerfectMIND will provide training to City's staff during the
implementation period as provided in Exhibit B. This training may be in form of in-person/on-
site training or remote/online training. City's staff will also have access to all on-line training
materials made available by PerfectMIND to its customers including live and pre-recorded
webinars. City may purchase additional training at PerfectMIND's posted standard hourly rate
for professional services. For additional training purchased by City, City will reimburse
PerfectMIND for all reasonable travel and other out-of-pocket expenses incurred by
PerfectMIND's employees and subcontractors in providing on-site training subject to the limits
set out in Exhibit C. All such expenses for which PerfectMIND seeks reimbursement will be
supported by documentation in a form reasonably acceptable to City.
5.3 City Responsibilities. City will (a) be responsible for Account-holders'
compliance with all of the terms and conditions of this Agreement; (b) be solely responsible for
the accuracy, quality, integrity and legality of Customer Data, including Customer Content, the
means by which Customer Data is acquired and used, including compliance with all personal
information privacy laws and regulations and ensuring that no third party Intellectual Property
Rights are infringed; ( c) use commercially reasonable efforts to prevent unauthorized access to
or use of the Platform, and notify PerfectMIND promptly of any such unauthorized access or
use; and (d) use the Platform only for Permitted Uses and in accordance with the docun1entation
therefor and all Applicable Laws.
5.4 Prohibited Conduct. City will not:
(a) make the Platform available to anyone, or permit anyone to access the Platform,
other than Account-holders;
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(b) license, sub license, sell, resell, publish, republish, transfer, assign, distribute, rent,
lease or time-share the rights granted to City under this Agreement, or copy or
otherwise commercially exploit the Platform or its components in any way except in
accordance with the rights granted hereunder;
(c) use the Platform in any manner or for any purpose (i) that violates this Agreement,
(ii) that contravenes, facilitates the violation of, or violates any Applicable Laws; (iii)
that extracts, gathers, collects, or stores personal information about individuals except in
compliance with all applicable personal information privacy laws or that involves data
mining, robots or similar data gathering or extraction methods on individual's personal
information without their express consent, or (iv) that intentionally interferes with or
disrupts the integrity or performance of the Platform, PerfectMIND's systems or
networks or third-party data of Content contained therein;
( d) attempt to gain unauthorized access to the Platform or its related systems or
networks;
(e) intentionally, knowingly, or negligently post, upload, reproduce, distribute or
otherwise transmit on the Platform (i) pyramid schemes, (ii) any material that
knowingly contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive
or surreptitious component, (iii) defamatory, infringing, indecent or unlawful software,
materials or information, or (iv) inappropriate, profane, or obscene software, materials
or information without suitable or lawfully-required access controls;
(f) alter, modify, reverse engineer, decompile, or disassemble, translate, extract data
structures from or otherwise attempt to extract the source code from the Platform or any
part thereof;
(g) create derivate works based on the Platform or works containing a substantial part
of the Platform;
(h) copy, frame or mirror any part or content of the Platform;
(i) disable or circumvent any access control or related process or procedure
established with respect to the Platform;
G) remove any copyright or other proprietary or Intellectual Property Rights notices
or labels on or in the Platform or any part, copy or report generated therefrom or
thereof;
(k) use the Platform to scan or probe another computer system, obstruct or bypass
computer identification procedures or engage in unauthorized computer or network
trespass without the express permission of the owners of such computer systems;
(1) access the Platform in order to (i) build a competitive product or service, or (ii)
copy any ideas, features, functions or graphics of the Platform;
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(m) forge headers or otherwise manipulate any protocols or identifiers used in any
system or protocol in such a manner to disguise the origin of any Content transmitted
using the Platform;
(n) impersonate or falsely represent an association with any person, including a
PerfectMIND representative, without the prior express, written permission of such
person; or
(o) permit any of the foregoing to be done by any person, including City's
employees, contractors, agents, or representatives, including Account-holders.
5.5 Commercial Electronic Messages. All email messages that City sends using the
Platform will comply with all applicable anti-spam laws and regulations, including those relating
to commercial electronic messages. When using the Platform, City will represent itself and/or its
organization accurately and will not impersonate any other person, whether actual or fictitious.
Customer specifically agrees that (to the extent that the Platform permits it, and it is within
City's control to do so) for all messages that City sends using the Platform (i) the "from" line of
the message will accurately and in a non-deceptive manner identify City's organization; (ii) the
''subject" line of the message will not contain any deceptive or misleading content regarding the
overall subject matter of the message, and (iii) the message will include the contact information
of the Account-holder who sends the message or another individual within City's organization
who may be readily contacted by the recipient, and such contact information will remain valid
for at least 60 days after the message is sent. City will ensure that every message sent using the
Platform will contain an "unsubscribe" link that allows recipient to remove himself/herself/itself
from City contact list and specify an electronic address on the World Wide Web that can be
accessed by the recipient of the message for the purpose of unsubscribing. City will promptly,
and in any event no later than thirty (30) days after the receipt of the request, give effect to any
unsubscribe requests it receives. City may not charge a fee, require the recipient to provide any
personally identifying information beyond an email address, or make the recipient take any step
other than sending a reply email or visiting a single page on an Internet website as a condition for
giving effect to an unsubscribe request. City acknowledges that City will be responsible for
maintaining and giving effect to the list of unsubscribe requests following termination of this
Agreement.
5.6 Account Use. PerfectMIND will issue Accounts, or permit City to issue
Accounts, to individuals selected by City as Account-holders. Only Account-holders may access
or use the Platform and each Account-holder's access to the Platform requires valid login
credentials, including at least user identification and secure passwords (each an "Account").
The rights of an Account-holder may not be used by more than one individual, unless the
Account of the Account-holder is reassigned in its entirety to another Account-holder, in which
case the prior holder of the Account shall no longer have any right to access or use the Platform.
City acknowledges and agrees that City:
(a) is fully responsible for Accounts assigned by or at the request of City and the acts
and omissions of each Account-holder, including the creation of Account credentials by
any person, the maintenance, confidentiality and security of all passwords related to
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5.7
Accounts, and any and all activities that occur under Accounts (including persons who
gain access to such Accounts, whether with or without permission);
(b) will notify PerfectMIND as soon as practicable after obtaining or receiving any
knowledge of (i) any unauthorized use of an Account or any password related to an
Account, or (ii) any other breach of security with respect to an Account, provided that
such notification will not negate City's liability for any unauthorized use of an Account
or password until such time as PerfectMIND can be reasonably expected to take
corrective measures; and
( c) will provide true, current, accurate and complete information as prompted by the
Account-creation process or as otherwise requested by PerfectMIND from time to time
and to promptly update such information when any changes occur so as to keep such
information held by PerfectMIND true, current, complete and accurate.
Usage Limitations. The following provisions apply with respect to the Platform:
(a) General Practices and Limits. City acknowledges and agrees that PerfectMIND
may establish from time to time general practices and limits concerning the use of the
Platform, including: the maximum size of any Customer Data, including Customer
Content, that may be stored on PerfectMIND servers (the "Storage Limit"); the
maximum amount, including Customer Content, that may be sent from or received
using the Platform (the "Usage Limit"). Such general practices and limits may be
posted on PerfectMIND' s website or otherwise made available through the Platform.
City agrees that City's usage may not exceed such limits, and that it is City's
responsibility to monitor Accotmt usage of the Platform. PerfectMIND covenants that
the Storage Limit and the Usage Limit set for City will not be less than the following:
Minimum Storage Limit
• Storage: 80GB ($160 per month for every additional 80GB blocks of
storage)
Usage Limit
• Account-holders: Unlimited
• Email: 50,000 emails per month ($200 per month for additional 50,000
emails
For each of the Limits set forth above, PerfectMIND shall provide written notification to the City
when it reaches 80 and 90% of the Limits above. City must approve any additional storage or
email limits, in writing. Once City's usage falls below the Limits above, PerfectMIND shall
cease to charge for the additional storage or email.
(b) Internet-based Software. The Platform depends on the Internet, including
networks, cabling, equipment and facilities that are not in PerfectMIND's control;
accordingly (i) any representation made by PerfectMIND regarding access performance,
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speeds, reliability, availability, use or consistency of the Platform, to the extent that they
are dependent on the underlying Internet services, are on a "commercially reasonable
efforts" basis, (ii) PerfectMIND cannot guarantee any minimum level regarding actual
user performance, speed, reliability, availability, use or consistency based on factors
depending on the Internet, and (iii) Content, data, messages, information or materials
sent over the Internet may not be completely private, and anonymity is not guaranteed.
PART 6-CONTENT, INTELLECTUAL PROPERTY AND PRIVACY
6.1 Reservation of Rights. All right, title and interest, including all Intellectual
Property Rights, in and to the Platform and PerfectMIND Technology is and will at all times be
fully vested in PerfectMIND or its licensors, as the case may be.
6.2 Third-Party Content. Content accessed or available through the Platform may
be owned by third-parties other than PerfectMIND or City (collectively, "Third Party
Content") and may be protected by applicable Intellectual Property Rights. During use of the
Platform, City may enter into correspondence with, purchase goods, hardware or services from,
or participate in promotions of advertisers or sponsors showing their goods or services through
the Platform. Any such activities, and any terms, conditions, warranties or representations
associated with such activities are solely between the applicable third party and City.
PerfectMIND and its licensors shall have no liability, obligation or responsibility to City for any
such correspondence, purchases or promotions. City acknowledges and agrees that City shall be
solely responsible for obtaining necessary licenses, consent and permits from third-party
providers with respect to any Third Party Content or ancillary software, hardware, or services
that City may use in connection with its use of the Platform.
6.3 Feedback. From time to time during the term of this Agreement, City and
Account-holders may provide PerfectMIND with comments, suggestions, ideas and impressions
of the Platform ("Feedback"). City acknowledges and agrees that, by disclosing such Feedback
to PerfectMIND, the provider thereof will be deemed to have granted to PerfectMIND a royalty-
free, worldwide, transferable, sub-licensable, non-exclusive, irrevocable and perpetual license to
use, modify, adapt, improve or incorporate such Feedback into the Platform. City acknowledges
and agrees that the right to use the Platform is good and sufficient consideration for any
contributions, through the Feedback or otherwise, to the design, improvement, or functionality of
the Platform and the transfer to PerfectMIND thereof. PerfectMIND shall not use City's
comments as an endorsement for its products provided to other potential or actual customers
without the City's prior written consent.
6.4 Customer Data. PerfectMIND does not claim ownership of, and assumes no
liability or responsibility with respect to, any Customer Data, including Customer Content. As
between PerfectMIND and City, all right, title and interest (including Intellectual Property
Rights) in and to Customer Data will at all times be fully vested in City, except that, by posting,
uploading, inputting, providing, submitting, entering or otherwise transmitting Customer Data to
PerfectMIND or any third party using the Platform, City agrees as follows:
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(a) City will have thereby granted PerfectMIND a royalty-free, non-exclusive,
worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit,
delete, publish and translate such Customer Data, but solely for the purposes of this
Agreement and to the extent reasonably required by PerfectMIND in connection with
the functionality of the Platform and the performance of this Agreement as well as to
ensure adherence to or enforce the terms of this Agreement;
(b) As between City and PerfectMIND, City will have sole responsibility for the
accuracy, quality, integrity, legality, reliability, appropriateness and Intellectual
Property Rights of all the City Data, and PerfectMIND will not be responsible or liable
for the deletion, correction, destruction, damage, loss or failure to store any City Data
due to any act or omission of the City, including Account-holders and other individuals
who gain access to Platform through Accounts issued to Account-holders;
(c) City will have thereby confirmed, represented and warranted to PerfectMIND that
Customer has all rights, titles and interests (including all Intellectual Property Rights as
well as the power and authority necessary), to grant the license to such Customer Data
set above in subsection 6.4(a).
6.5 Privacy. PerfectMIND acknowledges and agrees that Customer Data may
contain sensitive information, and, in connection therewith, (a) PerfectMIND will comply with
all Applicable Laws relating to personal information privacy and will adhere to the
PerfectMIND Privacy Policy, which forms an integral part hereof and is incorporated herein by
reference; (b) PerfectMIND will use industry-standard management practices, technologies and
security to protect the integrity, safety and security of Customer Data in both physical and
electronic form; ( c) City acknowledges and agrees that its use of the Platform will utilize, in
whole or in part, the public Internet and third party networks to transmit communications, which
transmissions may be intercepted by other parties or stored, cached, routed, transmitted or
received in jurisdictions outside of the jurisdiction of City, ( d) PerfectMIND will not use
Customer Data for any purpose other than to provide the functionality of the Platfonn to City and
its users, to ensure adherence to or enforce the terms of this Agreement, or (only in aggregate
form) for site metrics; ( e) PerfectMIND reserves the right to modify the PerfectMIND Privacy
Policy and its security policies in its reasonable discretion from time to time, subject to any
Applicable Laws; and (f) PerfectMIND shall not sell, share, or otherwise distribute, except as
expressly permitted under this Agreement, Customer Data.
6.6 Use of the City's Name. PerfectMIND may use City's name, with an accurate
reference to City's use of the Platform, in PerfectMIND's marketing materials or on
PerfectMIND's website, with a link to City's website, provided that PerfectMIND shall not
imply that City endorses the Platform or PerfectMIND without prior written consent of City.
PART 7-TERM AND TERMINATION
7.1 Term. This Agreement commences on the date first set out above and will
continue in force for five (5) years thereafter, unless earlier terminated or renewed in accordance
with the provisions of this Agreement (the "Term"). At the expiration of the initial five (5) year
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period, the Term may be renewed only upon the City's written approval and authorization for
another five (5) years.
7.2 Renewal Terms. The fees payable by City during any such renewal term will be
the same as that during the prior term unless PerfectMIND has given City written notice of a
pricing change at least ninety (90) days before the end of such prior term, in which case the
pricing change will be effective upon renewal and thereafter.
7.3 Termination. Either party may terminate this Agreement for cause, immediately
upon written notice to the other party, if:
(a) the other party is in default of any of its material obligations under this Agreement
and such default is not remedied within thirty (3 0) days of the date of receipt of written
notice thereof, provided that cure period with respect to default in payment obligations is
forty-five ( 45) days; or
(b) that the City is unable to use the Platform for more than a period of seven (7)
days, unless there is an Internet outage or Internet issue which is pervasive across a large
segmental oflnternet users over a large geographical area.
( c) the other party ceases to conduct business in the normal course; the other party
becomes insolvent or bankrupt; the other party malces any assignment for the benefit of
creditors; proceedings are instituted by or against the other party seeking relief,
reorganisation or rearrangement under any laws relating to insolvency; a receiver,
liquidator or trustee is appointed in respect of any property or assets of the other party; or
an order is made for the liquidation, dissolution or winding up of the other party.
7.4 Payment on Termination. If this Agreement is terminated by City due to
PerfectMIND's default, without prejudice to any other rights City may have, PerfectMIND will
refund to City an amount equal to the fees actually paid by Customer for the year during which
the termination occurs prorated based on the post-termination portion of the year. Upon the
termination of this Agreement that is not due to PerfectMIND 's default, without prejudice to any
other rights PerfectMIND may have, City will (a) remit all fees payable for the Professional
Services and Work Products accepted by City prior to the date of such termination or suspension;
and (b) remit all fees payable for work-in-progress, on a time and materials basis, at the rate
structure applicable to the Statement of Work Order.
7.5 Return of Customer Data. Upon request by City made within ninety (90) days
after the effective date of termination or expiration of this Agreement, PerfectMIND will malce
available to City for download a file of the relevant Customer Data in a commercially-reasonable
standard (such as comma separated value (.csv) or extendible markup language (.xml),) format
along with attachments in their native format as stored by PerfectMIND. PerfectMIND agrees to
not delete said Customer Data until City has confirmed receipt and integrity of data. If City has
not requested Customer Data within ninety (90) days, PerfectMIND will have no obligation to
maintain or provide any such Customer Data and will thereafter, unless legally prohibited, delete
all such Customer Data in PerfectMIND systems or otherwise in PerfectMIND's possession or
under PerfectMIND's control. Within ninety (90) days of any termination for cause of this
15
Agreement by PerfectMIND pursuant to Section 7.3, City may request return of Customer Data,
in which case City will pay to PerfectMIND any undisputed fees outstanding prior to the
termination of this Agreement plus hourly rate as set forth in Exhibit "C" , based on the time
required to accommodate City's request regarding return of Customer Data, and upon receipt of
such payments, PerfectMIND will make available Customer Data to City for download as set out
above. Charges for the return of Customer Data shall not exceed actual time spent and six
thousand dollars ($6,000.00).
7 .6 Survival. Without limiting the applicability of other terms and conditions of this
Agreement, the terms of this Agreement that, by their nature, are intended to survive any
purported or actual termination or expiry of this Agreement will so survive, including Part 1,
Part 3, Part 6, Part 7, Part 8, Part 9 and Part 10.
PART 8-CONFIDENTIALITY
8.1 Confidential Information. Neither party will, without the prior written approval
of the other party, disclose or use for any purpose other than exercise of its rights or performance
of its obligations under this Agreement any information which has been identified and labeled as
Confidential Trade Secret Information by any party that may come to its knowledge or
possession by reason of exchange of information under this Agreement or entering into this
Agreement.
8.2 Obligation to Protect. Each party will protect the other's Confidential
Information using the same standard of care that it would use to protect its own, similar
information, but in any case no less than a reasonable standard of care for information of similar
sensitivity.
8.3 Title. All right, title and interest (including all Intellectual Property Rights) in
and to each party's Confidential Information will be and remain vested in such party.
(a) Permitted Disclosures. Each party will not disclose Confidential
Information of the other party to any person except to the first party's
employees, agents and sub-contractors on a strictly "need-to-know" basis,
and provided that such persons have are subject to confidentiality
obligations equivalent to the obligations imposed hereunder.
8.4 Exceptions. Neither party will have an obligation with respect to Confidential
Information where such party can establish, through documentary evidence, that such
information (a) was previously known to it free of any obligation to keep it confidential, (b) is or
becomes publicly available other than by unauthorized disclosure, ( c) is legally disclosed by
third parties without restrictions of confidentiality, or ( d) has been independently developed by it
without reference to the other party's Confidential Information.
8.5 Governmental Disclosures. Notwithstanding anything else in this Agreement, if
a party is required to disclose any Confidential Information to a government body or court of law
or as otherwise required by law, it may do so provided that it gives the other party sufficient
advance notice as reasonable in the circumstances subject to applicable law to enable the owner
16
of such Confidential Information the opportunity to contest the disclosure or obtain a protective
order and assists the owner of such Confidential Information in contesting or protecting same.
Upon the receipt of a Public Records Act Request for Confidential Information, the City shall
inform PerfectMIND of the request. It shall be PerfectMIND's sole responsibility to obtain a
protective order to contest the release of any Confidential Infonnation, and PerfectMIND shall
defend and indemnify the City from any refusal to disclose such information.
PART 9-W ARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY
9.1 PerfectMIND Warranties. PerfectMIND represents and warrants to City that (a)
the Platform will perform materially in accordance with the documentation therefor under
normal use and circumstances; (b) the Professional Services will be performed in a diligent and
workmanlike manner consistent with standards generally observed in the industry for similar
services, and the Work Product will materially conform to the Statement of Work upon
acceptance, and PerfectMIND will use all commercially reasonable efforts to remedy any
material non-conformance of the Work Product to the Statement of Work in an expeditious
manner, as set forth in Exhibit D; and (c) the functionality of the Platform will not be materially
decreased during the Term, subject to the other provisions of this Agreement. For clarity,
PerfectMIND will not be responsible for and the warranties provided by PerfectMIND in this
§9.1 do not apply to situations where improper or inadequate installation or maintenance of third
party software or hardware that City uses to access or utilize, or otherwise in connection with,
the Platform or Customer Data, or failure to properly configure the Platform for use in
connection with such hardware or software is the cause of a failure or malfunction, unless
PerfectMIND installs such software or hardware.
9.2 Mutual Warranty. Each party represents and warrants that it has the legal power
and authority to enter into this Agreement and to fully abide by the terms and conditions hereof.
9.3 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE REPRESENTATIONS IN
EXHIBITS "E" AND "F" PLATFORM FUNCTION AND CAPABILITIES, THE
PLATFORM AND THE WORK PRODUCT ARE PROVIDED ON AN "AS-IS" AND "AS-
AVAILABLE" BASIS AND PERFECTMIND DOES NOT GUARANTEE THAT THE
PLATFORM WILL FUNCTION ERROR-FREE OR UNINTERRUPTED. CUSTOMER CITY
ACKNOWLEDGES THAT PERFECTMIND DOES NOT CONTROL THE TRANSFER OF
DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND
THAT THE SERVICE PROVIDED UNDER THIS AGREEMENT MAY BE SUBJECT TO
LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH
COMMUNICATIONS FACILITIES. PERFECTMIND rs NOT RESPONSIBLE FOR ANY
DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS. EXCEPT AS OTHERWISE AS SET FORTH IN THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION THE REPRESENTATIONS IN EXHIBITS "E" AND
"F" PLATFORM FUNCTION AND CAP ABILITIES, THERE ARE NO
REPRESENTATIONS, CONDITIONS OR WARRANTIES OTHER THAN THOSE
EXPRESSLY PROVIDED IN THIS AGREEMENT. THE CONDITIONS,
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT HEREIN ARE IN LIEU
17
OF, AND PERFECTMIND EXPRESSLY DISCLAIMS, ALL CONDITIONS, WARRANTIES
AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
IMPLIED CONDITIONS, WARRANTIES OR REPRESENTATIONS IN RESPECT OF
QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER
ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF
PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.4 Indemnification by PerfectMIND.
A. Claims for Professional Liability. Where the law establishes a standard of care for
Consultant professional services, and to the extent that PerfectMIND breaches or fails
to meet such established standard of care, or is alleged to have breached or failed to
meet such standard of care, PerfectMIND shall, to the fullest extent allowed by law,
with respect to all services performed in connection with the Agreement, indemnify,
defend, and hold harmless the City and its officers, officials, agents, employees, and
volunteers from and against any and all liability, claims, actions, causes of action or
demands whatsoever against any of them, including any claim of copyright
infringement or other violation of Intellectual Property Rights, injury to or death of
any person or damage to property or other liability of any nature that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of
PerfectMIND or PerfectMIND's employees, officers, officials, agents, or independent
contractors. Such costs and expenses shall include reasonable attorneys' fees of
counsel of City's choice, expert fees, and all other costs and fees of litigation.
PerfectMIND shall not be obligated under this Agreement to indemnify City to the
extent that the damage is caused by the sole negligence or willful misconduct of City,
its agents, or employees.
B. Claims for other Liability. PerfectMIND will indemnify and hold harmless
Customer, and its officers, employees and agents (collectively, in this §9.4, the
"Indemnified Persons"), from and against any and all Claims brought or made
against, or incurred by, the Indemnified Persons, or any one of them, arising out of a
claim by a third party that the Platform or the Work Product infringes the Intellectual
Property Rights of a third party enforceable in Canada or the United States; as to any
other not covered above, injury to or death of any person or damage to property or
other liability of any nature, that arise out of, pertain to, or relate to the negligent
performance of this Agreement by PerfectMIND or PerfectMIND's employees,
officers, officials, agents, or independent contractors. Such costs and expenses shall
include reasonable attorneys' fees of counsel of City's choice, expert fees, and all
other costs and fees of litigation.
9.5 Additional Infringement Obligations. Without limiting any indemnification
provisions of this Agreement, if PerfectMIND receives any knowledge of any Claim of alleged
infringement or any circumstances in which a Claim in respect of such provision is threatened or
reasonably anticipated, it will, as soon as reasonably practicable, (a) procure, at its expense, the
right for City to use the Platform or the Work Product, as the case may be, or such infringing part
18
thereof; (b) replace, at its expense, the Platform or the Work Product, as the case may be, or such
infringing part thereof, with material of comparable functionality that does not breach this
Agreement; ( c) if the removal of such infringing part of the Platform or the Work Product, as the
case may be, would not be a breach of this Agreement, remove such infringing part of the
Platform; or ( d) terminate this Agreement and refund to City a pro rata portion of the Platform
use fees prepaid by City for the period during which the Agreement is terminated. City shall also
have the right to terminate this Agreement without notice. In addition to PerfectMIND' s
obligation to refund to the City the pro rata portion of the Platform user fees, City shall be
entitled to any other damages as a result of the alleged infringement.
9.6 Conduct of Indemnities. An indemnifying party's obligations to provide an
indemnity hereunder will be conditional upon (a) the indemnified party notifying the
indemnifying party as soon as reasonably practicable after receiving notice of a Claim, (b) the
indemnified party providing such information and assistance as reasonably requested by the
indemnifying party, and (c) the indemnified party not compromising or settling the Claim
without the indemnifying party's prior written consent, such consent not to be unreasonably
withheld, conditioned or delayed.
9.7 Limitation on Damages. THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE DAMAGES THAT MAY BE AWARDED FOR ANY BREACH OF THIS
AGREEMENT AND ANY OBLIGATION ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, INCLUDING ANY AND ALL DIRECT, INDIRECT, INCIDENTAL,
SPECIAL AND CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND
HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE), INDEMNITY OR OTHERWISE, SHALL BE LIMITED TO DAMAGES
THAT ARE NATURAL, PROBABLE AND REASONABLY FORESEEABLE
CONSEQUENCE OF THE BREACH. THE PARTIES FURTHER ACKNOWLEDGE AND
AGREE THAT THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER PARTY IN
CONNECTION WITH THIS AGREEMENT FOR ANY AND ALL DAMAGES INCLUDING
DIRECT, INDIRECT, INCIDENTAL, SPECIAL AND CONSEQUENTIAL DAMAGES OF
ANY KIND WHATSOEVER FROM ANY CAUSE WHATSOEVER, AND REGARDLESS
OF THE FORM OF ACTION OR THE CAUSE OF ACTION, WHETHER IN CONTRACT
OR IN TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, BREACH
OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH OR OTHERWISE WILL BE
LIMITED TO $500,000 (FIVE HUNDRED THOUSAND DOLLARS).
PART 10-GENERAL
10.1 Insurance. PerfectMIND will obtain and maintain, at its cost and expense,
during the term of the Agreement, insurance coverage of the types and with the minimum limits
set out below. The amount of coverage will not constitute any limitations or cap on
PerfectMIND's indemnification obligations tmder this Agreement. City makes no representation
that the limits of the insurance specified to be carried by PerfectMIND pursuant to this
Agreement are adequate to protect PerfectMIND.
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(i) Commercial general liability insurance of no less than $1,000,000 (one
million dollars) per occurrence and $2,000,000 (two million dollars) in aggregate
for bodily injury and property damage.
(ii) Comprehensive automobile liability insurance of no less than $1,000,000
(one million dollars) combined single-limit per accident for bodily injury and
property damage.
(iii) Workers' Compensation insurance in accordance with the requirements of
British Columbia.
(iv) Professional liability insurance which includes coverage for the
professional acts, errors, and omissions of PerfectMIND in the amount of at least
$1,000,000 (one million dollars).
(b) Endorsements. For Commercial General Liability Insurance,
PerfectMIND will ensure that the policies are endorsed to name City, its
City Council, boards and commissions, officers, volunteers and employees
as additional insureds. The naming of an additional insured shall not affect
any recovery to which such additional insured would be entitled under this
policy if not named as such additional insured. An additional insured named
herein shall not be held liable for any premium, deductible portion of any
loss, or expense of any nature on this policy or any extension thereof. Any
other insurance held by an additional insured shall not be required to
contribute anything toward any loss or expense covered by the insurance
provided by this policy.
( c) Certificate. On or before the commencement of the term of this
Agreement, PerfectMIND shall furnish City with certificates showing the
type, amount, class of operations covered, effective dates and dates of
expiration of insurance coverage in compliance with the above. Such
certificates, which do not limit PerfectMIND' s indemnification, shall also
contain substantially the following statement: "Should any of the above
insurance covered by this certificate be canceled or coverage reduced before
the expiration date thereof, the insurer affording coverage shall provide
thirty (30) days' advance written notice to the City of Cupertino by certified
mail, Attention: City Manager."
( d) Failure to Maintain Coverage. If PerfectMIND at any time during
the term of this Agreement fails to maintain any of the foregoing insurance
coverages, then City may obtain such insurance in PerfectMIND's name and
as its agent or pay the premiums that are due on existing policies in order to
maintain the required coverages. PerfectMIND is responsible for any
payments made by City to obtain or maintain insurance and City may collect
these payments from PerfectMIND.
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(e) Subrogation of Waiver. PerfectMIND agrees that in the event of
loss due to any of the perils for which PerfectMIND has agreed to provide
comprehensive general and automotive liability insurance, PerfectMIND
shall look solely to its insurance for recovery. PerfectMIND hereby grants to
City, on behalf of any insurer providing comprehensive general and
automotive liability insurance to PerfectMIND or City with respect to the
services of PerfectMIND herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any
loss under such insurance.
10.2 Internal Escalation of Disputes. Any controversy, claim or dispute ("Dispute")
arising out of or related to this Agreement, including, without limitation, Disputes covering the
performance of the parties' obligations or the interpretation of the terms and conditions of this
Agreement or applicable fees or payments, shall be dealt with as follows: Each Dispute initially
shall be brought for resolution before a committee consisting of two (2) representatives of each
of the parties-the Project Manager and the Account Manager from PerfectMIND and the Project
Manager and a person with a position equivalent to Account Manager from City. Members of
each committee shall act reasonably and good faith and attempt to resolve the dispute amicably.
10.3 Notice. Any notice required or permitted to be given hereunder Vv1ll be in writing
and may be given by personal services, including by courier, or by facsimile if confirmed on the
same day, or in writing by registered airmail, with postage prepaid to the following:
Ifto PerfectMIND:
PerfectMIND Technology Inc.
110-980 West 1st Street
North Vancouver, BC, V7P 3N4
Fax: (855) 615-5253
Attention: Farid Dardar-CEO or Ali Sanei-COO
Ifto City:
City of Cupertino
10300 Torre Avenue
Cupertino, California, 95014
Fax: (408) 777-3366
Attention: Director of Recreation & Community Services
Any notice given by personal delivery (including courier) will be conclusively deemed to have
been given on the day of actual delivery thereof and, if given by facsimile, on the day of
transmittal thereof if given during the normal business hours of the recipient on a business day,
and on the business day during which such normal business hours next occur if not given during
such hours. PerfectMIND shall accept service of process by registered mail, return receipt
requested.
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10.4 Assignments. This Agreement may not be assigned by either party without the
prior written approval of the other party, such approval not to be unreasonably withheld or
delayed, but may be assigned by PerfectMIND to (i) a parent or subsidiary; (ii) an acquirer of
assets; or (iii) a successor by merger, on written notice to City. Any purported assigmnent in
violation of this section shall be void.
10.5 Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California and the United States of America, without
reference to conflict of laws principles, and any disputes, actions, claims or causes of action
arising out of or in connection with this Agreement or the Platform shall be subject to the
exclusive jurisdiction of the courts of Santa Clara County, California, to which the parties hereby
irrevocably consent to jurisdiction.
10.6 Force Majeure. Neither party shall be liable for damages for any delay or failure
of delivery arising out of an event of Force Majeure.
10.7 Waivers. No right under this Agreement will be deemed to be waived except by
notice in writing signed by the party waiving its right, and any such waiver will not prejudice its
rights in respect of any subsequent breach of this Agreement by the other party. Any failure by a
party to enforce any clause of this Agreement or right contained in it, or any forbearance, delay
or indulgence granted by a party to the other party, will not be construed as a waiver of the first-
mentioned party's rights under this Agreement.
10.8 No Presumption. No presumption shall operate in favour of or against any party
hereto as a result of any responsibility that any party may have had for drafting this Agreement.
10.9 Remedies Cumulative. The remedies accorded herein to each of the parties are
cumulative and in addition to those provided at law or in equity, and may be exercised
separately, concurrently, or successively
10.10 Enurement. This Agreement will enure to the benefit of and be binding upon the
parties and their successors, trustees, permitted assigns and receivers.
10.11 Entire Agreement. This Agreement together with any applicable Statement of
Work and other exhibits constitutes the entire Agreement between the parties and supersedes all
prior representations, agreements, statements and understandings, whether verbal or in writing.
In connection therewith, no terms or conditions stated in any City purchase order or other order
documentation will be incorporated into or form any part of this Agreement, and all such terms
or conditions will be null and void, notwithstanding any provision therein.
10.12 Amendments. This Agreement may not be amended except by written
instrument signed by an authorized representative of both parties.
10.13 Severability. If any term or provision of this Agreement will be found by a court
of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same will not
affect the other terms or provisions hereof or the whole of this Agreement, but such terms or
provisions will be deemed modified to the extent necessary in the court's opinion to render such
terms or provisions enforceable, and the rights and obligations of the parties will be construed
22
and enforced accordingly, preserving to the fullest permissible extent the intent and agreements
of the parties herein set forth.
10.14 Relationship of the Parties. The parties are independent contractors. This
Agreement does not create a partnership, :franchise, joint venture, agency, fiduciary or
employment relationship between the parties.
10.15
Agreement.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this
10.16 Software Source Code Escrow. At City's written request, PerfectMIND will
deposit a source code version of the software component of the Platform other than any third
party software (the "Software") with all necessary passwords, software keys, and related
technical documentation (collectively, the "Source Code") with a third party escrow holder
reasonably acceptable to City (the "Escrow Holder"). PerfectMIND will update the Source Code
with all Enhancements and new releases and with any bug fixes or workarounds provided to
Customer. The annual escrow fees will be borne entirely by City. The escrow agreement for the
Source Code deposit will name City as beneficiary, and will provide for the release of the Source
Code to City if PerfectMIND becomes insolvent; if any proceedings are commenced or taken for
the dissolution, liquidation or winding up of PerfectMIND; or if a trustee, receiver or other
person with similar powers is appointed by PerfectMIND in respect of all or substantially all of
its property or assets; or if PerfectMIND ceases to carry on all or substantially all of its business;
or if any proceedings involving PerfectMIND involving its bankruptcy or insolvency are taken
under any legislation dealing with insolvency are taken under any legislation dealing with
creditor's rights; or PerfectMIND malces any assignment or proposal in banlauptcy or any other
assignment or proposal for the benefit of creditors ("Release Conditions"). PerfectMIND will
have a forty-five (45) day cure period to rectify any of the foregoing Release Conditions after the
receipt of a written notice from City. Upon the release of the Source Code to City, City will only
use the Source Code in accordance with this Agreement and will only use the Source Code
internally for the purpose of providing maintenance, and support for, or to add functionality to
the Software. PerfectMIND covenants that the Source Code, and all Enhancements, new
releases, updates, bug fixes and workarounds deposited into escrow will include all
documentation and materials necessary for a competent programmer to compile, verify,
maintain, and support the Source Code. Subject to the information and materials described in this
Section being released to City pursuant to the terms of this Agreement and any escrow
agreement between PerfectMIND, City, and Escrow Holder, PerfectMIND hereby grants to City
a royalty-free license that permits disclosure to a third party support-vendor of a complete and
accurate copy of then-current Source Code for the purposes set forth in this Agreement.
23
10.17 Counterparts. This Agreement may be signed in as many counterparts as may
be necessary, each of which so signed will be deemed to be an original and each copy sent by
electronic facsimile transmissions will be deemed to be an original, and such com1terparts
together will constitute one and the same instrument and notwithstanding the date or dates of
execution will be deemed to bear the date as first above written.
IN WITNESS WHEREOF the parties have executed this Software As A Service &
Professional Services Agreement with effect as of the date first above written.
PERFECTMIND INC.
Name: VJuJ £h~eiv,
(Please print PerfectMIND Signatory's Name)
Title: \fi'(e__ f(ie)/(fee):_,t fl(M~
(Please print PerfectMIND Signatory's Title)
24
PLATFORM
EXHIBIT A
Platform Use fees
The fees for the Platform use will be as follows:
Year Duration
Year 1 The first installment will be
payable upon the signing of this
Agreement and the second
installment will be payable
following Phase 2 go-live
Year2 From the first year anniversary
date of this Agreement and for the
following 12 months
Year 3 From the second year anniversary
date of this Agreement and for the
following 12 months
Year4 From the third year anniversary
date of this Agreement and for the
following 12 months
Year 5 From fourth year anniversary date
of this Agreement and for the
following 12 months
Years 6-10 TBD
Amount
$39,491.29
$39,491.29
$78,982.58
$78,982.58
$78,982.58
$78,982.58
EXHIBITB
Statement of Work
PerfectMIND's fees for Professional Services are set out in the table below. All additional
services will be charged on a time and materials basis.
Implementation Price
Project Management $18,000
Discovery (requirement gathering and process review) $11,250
Configuration (one time setup) $15,000
Training $30,000
Go-Live (switch over to PerfectMIND) $ 6,000
Custom Development and Integration Not included
Data Migration and Validation $36,000
Total One Time Implementation Cost $116,250
PerfectMIND Implementation Plan/Phases. Tentative Commencement Dates (to
be confirmed during Discovery)
Agreement Signed January 25, 2016
Resourcing and Database Creation on the Cloud January/February 2016
Discovery and Requirement Gathering February/March 2016
System Installation, Configuration and Customization March/April 2016
Data Migration and Validation April/May 2016
Training December 2016/January 2017
Testing January/February 2017
Phase 1 Live Date -Details to be determined in February/March 2017
Discovery phase
Phase 2 Live Date -Details will be determined in TBD
Discovery phase
Note: Some of these dates are subject to change (based on the outcome of the Discovery phase).
Implementation Fee Payment Schedule. The City shall pay agreed amounts starting after
PerfectMIND's complete performance of the Implementation of the Milestone described in the
table below and the full operation of the service by PerfectMIND.
2
Total One-Time Cost for Application Implementation
Schedule Milestones & Deliverables Amount Hours Payment
Date
January/February 2016 Project Kick Off (Milestone 1) $20,000 133 Upon
*Creation of the live production Completion
environment
*Setup of daily/weekly backups
*Setup of the monitoring systems on the
database
*Basic configuration of the database
with Recreation & Community Services
modules
*Database security setup
*Resourcing (Project Team and PM)
*Preliminary review of the requirements
by the Project Team prior to first
meeting
March 2016 to April 2016 Project Initiation (Milestone 2) $25,000 200 Upon
*Discovery phase Completion
*Business process review and gap
analysis
*Planning/Resourcing/Scheduling
April 2016 to January 2017 System Installation (Milestone 3) $30,000 200 Upon
*Install system in test enviromnent Completion
*Configure system for City of Cupertino
*Set up and test workflows and business
rules
*Design, configure, and test electronic
document templates
*Reports development and testing
*Business process re-engineering and
documentation
*Start the data conversation process (to
have data and system ready for data
conversion
*System administrator training
April 2016 to Februmy 2017 Data Conversion, System Testing, and $20,000 133 Upon
User Acceptance Testing (Milestone 4) Completion
*Data conversion
*Training
*Functional testing
*User acceptance testing
February/March 2017 Live Date -Phase 1 (Milestone 5) $11,250 75 Upon
Completion
TBD Live Date -Phase 2 (Milestone 6) $10,000 67 Upon
Completion
• The implementation cost for this project based on RFQ description shall not exceed
$116,250.
• The hours for implementation is subject to change based on Discovery phase, but in no
event shall a charge for a Phase exceed the amount set forth above.
• No payment shall be due until the Phase is complete with City sign off. The City will not
pay for products which do not function, whether or not they have been invoiced.
3
EXHIBITC
PerfectMIND Rate for Professional Services & Travel Expenses
Rate for Professional Services
Travel Expenses
PerfectMIND will bill travel expenses for on-site Discovery, Business Review, Training, and
Phases 1 and 2 Go Live Support as incurred.
4
1. Platform Uptime.
EXHIBITD
Service Levels
The Platform will achieve a system uptime performance level of 99.9% during the Operation Hours on an
annual basis inclusive of any downtime caused by the underlying telecommunication services provider.
In this Exhibit, "Operation Hours" means 6 am to midnight Pacific Time, seven days a week.
PerfectMind will only be responsible for its Platfom1 uptime performance levels and will not be
responsible for any failure due to a failure of Customer's system(s) or a Force Majeure event as described
in Section 10.6 of this Agreement, and such failures shall not be counted against PerfectMind's required
system uptime performance levels.
PerfectMind may, upon not less than seven (7) days' prior written notice to Customer, which may be
email notification, cause the Platform to be unavailable for a period of time not to exceed 12 hours
("Planned Maintenance"). Planned Maintenance will be performed during the least busy Platfonn hours,
and not more than once per week, unless any such Planned Maintenance is a result of urgent events
outside of PerfectMind's direct control in which case PerfectMind will provide as much notice as is
practicable. Planned Maintenance will apply against PerfectMind's required uptime performance level
unless .Ql_it is conducted during the Maintenance Window; or (ii) it is as a result of remedial work
necessary to address a defect with third party software. In this Exhibit "Maintenance Window" means
between 12:01 am and 6 am Pacific Time on every Sunday and between 11:00 pm (the previous day) -
6:00 am Pacific Time on a Sunday or statutory holiday in the State of California once during each
calendar month provided that if PerfectMind provides seven (7) days' notice to Customer the extended
maintenance window of 11:00 pm-6:00 am Pacific time may be used on a second Sunday or statutory
holiday during the calendar month.
If the Platfonn does not achieve the uptime performance level provided above during a twelve (12) month
Performance Period, then Customer may request PerfectMind to issue to Customer a credit equal to $25
for every hour or portion thereof of downtime in excess of what is pennitted by the performance level
("Performance Credit"). If the uptime performance level falls below 95% uptime in two of any three
consecutive months, or if any month the performance level is less than 90% uptime, then Customer shall
have the right to terminate this Agreement for cause with 30 days' prior written notice.
To request Performance Credit, Customer shall deliver to PerfectMind notice in writing, no later than
thirty (30) days after the last day of a Performance Period during which the availability of the Platfonn
fell below the uptime performance level provided above, specifying the number of hours for which
Performance Credit is requested. In this Exhibit, a Performance Period is the twelve (12) month period
commencing on the date of this Agreement or on each subsequent one-year a1111iversary of the date of this
Agreement.
To the extent that PerfectMind does not receive timely notice from Customer as provided above,
PerfectMind shall have no further obligation to provide Customer with any Performance Credit and
Customer shall be deemed to have waived and released PerfectMind from any and all claims related to
Customer's use or non-use of the Platform during the applicable Performance Period.
5
2. Technical Support.
Following the reporting of a problem by Customer's technical support personnel either via phone call or
email PerfectMind's technical support, PerfectMind will respond to the problem in accordance with the
incident level and provide a fix to the problem all in accordance with the table set forth below:
24x7x365Technical Support· . .·· .·
.. ' . . ... •.. •
. ..· .. · . ·.·
Description ·.Response time Resolution Time
Client report an incident A live agent will immediately discuss 85% of the incidents are
via phone, email, or chat the issue with the client currently addressed on the
first call
The initial call requires The initial call will be transferred to a 95% of the escalated calls
escalation to Level II Sr. live agent to further discuss the to level II are addressed
incident with the customer within the first call
The escalated call to Level Level II agent create a case for the Resolution time will follow
II requires escalation to the development team to further investigate the SLA table below
Development team the incident
Level
Critical
High
Low
"Service Level A
This incident level is attained when the following
conditions are met:
Complete inability to use the Platfonn; or
A reoccurring temporary inability to use the
Platform
Within the same business day
This incident level is attained when the following Within 24 hours
conditions are met:
A significant degradation of the significant
features or functions available or the Platform
Recent modifications to the Platform cause
some significant features or functions to
operate inconsistently
This incident level is attained when the following
conditions are met:
A minor degradation of some significant
features or functions; or a degradation of
some secondary features or function occurs
6
These issues will be reviewed
and prioritized according to the
severity of the issue. An
accurate estimate will be
provided to the client within a
week after the incident is
reported
Exhibit E
Platform Description -Features and Functionalities
PerfectMIND's Platform will include the following features and functionalities:
• Built-In Reporting Engine
A built-in reporting engine to help the City to create reports.
• Integrated Workflow Engine
Generate workflows to streamline your team's processes and communications.
• Business App Store
PerfectMIND is adaptable through our cormmmity-driven App Store.
• OpenAPI
Having access to an adaptable integration with external apps allows fluid interconnectivity and
collaboration across platfonns.
• Data Security, Auditing and Permissions
The ability to control app-level access, user auditing, user time limits, specific IP access, as well as group-
and role-based data permissions.
• Multi-Site Management & Reporting
To allow client to manage multiple sites from one account.
• 2417 Customer Service
PerfectMIND provides 24x7 operation support using live agents/chat/email.
Recreation Management Features:
• Facility Booking and Scheduling
PerfectMIND booking takes care of conflict and contract management, recurring bookings, equipment
and rental inventory, capacity management and more. Your staff and your members can schedule events
online or on-site. PerfectMIND lets you manage facility dependencies, availability, and multiple rates.
City can book using desktop, tablet or mobile devices on all popular web browsers.
• Membership Management
This allows you to manage families, multiple memberships, and related contacts.
• Document Management
You can create, save, print, upload and manage your documents for your organization in the cloud. Sign
waivers, contracts, and other documents electronically with a digital signature and store them safely in the
cloud.
• Staff Management
You can view all your staff schedules in one master calendar. PerfectMIND provides your staff with the
ability to make their own schedule and to adjust availability for vacations and time off. Manage staff
wages, commissions, hours, availability and much more. Restrict access permissions for users and groups
to improve security.
• Activity Registration
Online or on-site registration for all types of bookings including courses, private lessons, drop-in and
flexible registrations to accommodate your needs. Intelligent conflict management gives you the
flexibility to readily make changes to events.
7
• POS and Inventory Management
To sell products, service or event online or on-site using cutting-edge features within inventory and sales
management. Track purchase orders and inventory.
• Attendance Tracking and Check-in
Allow customers to scan or check themselves in at the front desk using a kiosk, or manually check-in with
a staff member. Improve retention with live class statistics, and much more. Guest check-ins allow for
quick processing to non-members or during busy periods.
• Calendar
Flexible, multi-functional calendar with drag-and-drop functionality to make changes and updates to
events, activities and facility booking. You can also view multiple facilities, locations and courses.
• Marketing
A built-in, fully-functional email solution replaces the need for any additional email applications so you
can streamline your marketing for programs, campaigns, and personalized operation emails. Increase
signups and enrollments using loyalty and referral programs. You can also have access to simple and
customizable landing pages and lead-capture forms.
• Task Management
To schedule automated and recurring tasks with alerts to stay up-to-date, organized, and focused. Set
reminders based on predefined or custom triggers.
• Reports
PerfectMIND's built-in reporting engine enables you to create, customize and nm reports. Create and
schedule custom financial, attendance, utilization, and marketing reports all from the same interface.
View real-time analytics and historical data in tabular or graphical format. All reports can be exported for
use in a third-party application.
• Account Management
Track your clients and contacts including organizations and families.
• Financial Management
Track of City revenue.
• League Management (to be released in 2016)
Manage leagues and tournaments.
Other Features:
• Specific System Requirements
PerfectMIND agrees to provide the Specific System Requirements as outlined in Exhibit F (attached).
• PCI Compliant
The Payment Card Industry Data Security Standard (PCI DSS) is a set of requirements designed to ensure
that companies that process, store, or transmit credit card infonnation maintain a secure environment.
PerfectMIND achieves this with PCI compliancy.
PerfectMIND will not be your organization's payment processor. We do, however, forward the card
information, which is why our company and software needs to be a certified PCI compliant company. We
do not store credit card infonnation in its entirety; instead we simply store the last four ( 4) digits in
conjunction with PCI standards. PerfectMIND is proud to say that we are one of the limited companies on
the office PCI Security Standards Council.
• Business Continuity and Complete Disaster Recovery Plan
PerfectMIND has a complete disaster recovery plan. Below is an overview of PerfectMIND's business
continuity and disaster recovery plan that is upheld within the United States of America:
• The PerfectMIND Disaster Recovery Data Centres are located in Oregon and Northern Virginia;
• The infrastructure exists to replicate and synchronize data between fue primary and disaster
recovery data centres and this is available in real-time and uses synchronous replication within
the primary data centre between data centres with a latency of no more than 1 OOms;
• PerfectMIND provides weekly backups with daily differentials;
8
• In the event of an outage, downtime could vm-y between a few minutes (most likely) to a few
hours (in case of disaster which may take up to three (3) hours);
• Under the standard policy, platform transaction logs are backed up every ten (10) minutes to a
highly available storage center which is then replicated between a number of data centres;
• Databases are backed up to the same storage every night and archived for one hundred ( 100)
days;
• In the event of a system failure, our restore method is as follows: the previous night's backup will
be restored followed by the most recent transactional logs available;
• For payment processing, PerfectMIND backs up transactions every ten (10) minutes on the billing
service. In case of disaster, when billing service and client's database are backed up, the billing
service will be completely up to date (with a maximum often (10) minutes of data loss) but
standard client database could be as old as one (1) day. Development would then run a script to
update all transactions on the client database so they don't get processed twice;
• In conjunction with the standard disaster recovery policy, critical data such as billing information
are protected by a dedicated database with a zero data loss policy.
9
Exhibit F
Specific System Requirements (Attached)
10
Perfect Mind
Exhibit F -Specific System Requirements
GS 1.0 GENERAL SYSTEM REQUIREMENTS "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
GS 1.1 Web-based application (hosted) accessible via all web R y PerfectMIND offers a fully
browsers (i.e., Internet Explorer or comparable browser, supported web based Saas
Mozilla Firefox, Gooqle Chrome, Safari, etc.) application.
GS 1.2 Ability for unlimited users and customers to view data R y PerfectMind Responsive
and utilize system via the web and mobile devices application can be accessed
by any number of users and
customers any time form
any device.
GS 1.3 Ability to limit the features and functions allowed for each R y PerfectMind will allow at the
employee that utilizes the system. Proposed solution discretion of The City of
must include a comprehensive method for controlling Cupertino limited access to
employee access. information in the system
based on pre-defined
permissions. Permissions
and employee access can
be altered at any time by the
citv.
GS 1.4 System must meet the PCl/CISP credit card industry R y
Payment Applicator Best Practices specifications.
GS 1.5 System must allow for EMV (Europay, MasterCard, R y
Visa) or "Chip and PIN" compliance requirements.
GS 1.6 Password encryption R y
GS 1.7 Operators are required to log-in (sign-in) only once and R y
have access to all specific areas of the system, based
on access and security rights for the individual signing
in.
GS 1.8 Log-in credentials verified by LDAP (Microsoft Active R y
Directorv)
46
Perfect Mind
GS 1.9 System allows for creation of user-defined menus, R y
enabling each operator to have custom menus
GS 1.10 Provide for "dashboard" display, giving managers and R y
supervisors current information without having to run a
report or inquiry. Examples include: current
reservations, top activity registrations, visit statistics,
receipts by user, new/renewed memberships, etc.
GS 1.11 Operator is able to update and make changes to any R y
part of a transaction at anv point in the process
GS 1.12 More than one operator may update the database at the R y
same time, in the same program. A record locking
feature must prevent the loss of data when two or more
users are updating the same record.
GS 1.13 System reports can be produced in PDF format with R y
qraph and Excel options
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Perfect Mind
GS 1.0 GENERAL SYSTEM REQUIREMENTS (cont'd) "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
GS 1.14 Ability to include custom text/logos on all receipts, rental R y
contracts, and reports
GS 1.15 System automatically assigns a unique transaction R y
number to each reservation and/or reqistration
GS 1.16 Ability to create recreation brochure though system and R y
view online. A click-thru brochure is desirable.
GS 1.17 City will not be a BET A testing site R y
CD2.0 CUSTOMER DATABASE/ACCOUNT
OPTIONS
CD2.1 System should allow for a central customer database R y Member information is at
with detailed member information, to include, at a the discretion of the City of
minimum: Cupertino. Fields can be
added deleted and changed
at any time by the
administrator.
a. Customer ID number automatically assigned R y
b. Name R y
C. Address R y
d. Email address R y
e. Gender R y
f. Birthday (system automatically maintains and displays R y
aqe)
g. School grade R y
h. School 0 y
48
@ PerfectMind
i. Primary guardian name with option for up to three R y
telephone numbers
j. Secondary guardian name with option for up to three R y
telephone numbers
k. Emergency contact(s) name, address, phone number, R y
includinq order of contact
I. Customer status (e.g., resident/non-resident, non-profit, R y
senior)
m. Customer status (e.g., active/inactive/frozen) R y
n. Membership status with expiration date R y
0. Field for medical or other alerts R y
CD2.2 Multiple household/organization types (e.g., resident, R y
non-resident, non-profit, business, co-sponsored club,
zero fee qroup, etc)
CD2.0 CUSTOMER DATABASE/ACCOUNT "R"= Vendor Vendor Response: Vendor Response:
OPTIONS (cont'd) Required Response: Check if item has Describe or provide any
"0" = Check ifitem separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
CD2.3 Track when waiver was last signed R y
CD 2.4 Customer/household demographic codes R y
CD2.5 Ability to track date customer was added to database R y
CD2.6 Ability to track last date customer had any activity with R y
the Citv (for marketinq and reportinq purposes)
CD2.7 Ability to add extensive miscellaneous comments R y
CD2.8 Ability to add special alerts to customer account which R y
automatically display when account is accessed (e.g.,
NSFs, child custody issues, etc)
CD2.9 Ability to add multiple user-defined additional fields to be R y
created to track further customer information
CD 2.10 Ability to attach documents to each record R y
CD 2.11 Allow for special needs tracking R y
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Perfect Mind
CD 2.12 Store photo of member R y
CD 2.13 Allow for selection of primary choice of how to be 0 y
contacted (e.q., email vs. phone)
CD 2.14 Track customer transaction history R y
CD 2.15 Search by customer name, telephone number, ID R y
number, or email address to display all current activity
of participant/family
CD 2.16 Add to or remove a participant from customer account R y
CD 2.17 Disallow anyone under the age of 18 to create an on line R y
account or pay by credit card
CD 2.18 Track resident/non-residents by zip code, not street R y
address
CD 2.19 Prevent further use and suspend account R y
CD 2.20 User friendly option to retrieve forgotten online R y
password to access account
CD 2.21 Ability to approve new customer account requests R y
CD 2.22 Do not allow customer to create duplicate account R y
CD 2.23 System alerts end user of duplicate customer account R y
when reqisterinq, etc
CD 2.24 Ability to merge duplicate customer accounts without R y
any loss of history/transactions
CD 2.25 Ability to enter zip code and city and state fields are R y
automatically populated
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Perfect Mind
Fl 3.0 FINANCIAL -COMPONENTS "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
Fl 3.1 System must provide for linking revenue to chart of R y PerfectMIND allows users to
account codes (general ledger accounts), as well as to assign multiple revenue GL
sub-account codes and cost centers accounts for any sales item.
Fl 3.2 As revenue is tracked (i.e., transactions are processed), R y
the revenue generated may be linked to unique general
ledger codes. Example: If an Arts program is offered, a
class fee and a supply fee may be required. The system
must have the ability to separate the class fee and the
supply fee into two unique GL accounts and/or sub-
accounts, automatically. Revenue from any part of the
system (module) may be associated with any GL code
in the system
Fl 3.3 System must operate in a "real-time" mode. R y
Staff/customer must be notified immediately if a credit
card is declined.
Fl 3.4 Upon completion of a program registration, the roster, R y
household history, cash journal, general ledger, billing
information (if applicable) and activity financial status
reports are all updated
Fl 2.5 System must provide complete end-of-day reports, to R y
include as a minimum:
a. End of shift cash out process/report R
b. Receipt transaction listing with receipt number, time and R
amount of transaction, and customer name
C. Daily GL account distribution R
Fl 3.6 System must have the ability to balance (cash out) by R y
user/employee, location, for any date range, any time
range, by function, by general ledger account number,
by payment method, or for the entire system.
Fl 3.7 System must be able to operate on accrual accounting R y
basis
Fl 3.8 System can require payment reference information to be R y
entered during transaction processing (e.g., customer
check number required for trackin~ purposes)
51
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Fl 3.0 FINANCIAL -COMPONENTS (cont'd) "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
Fl 3.10 System must allow a household with a credit balance in R y
any module, to use that credit in any other module or at
any site automatically
Fl 3.11 System must allow a credit balance to be left on account R y
and not automatically be applied to current transaction
unless desired
Fl 3.12 System must allow for split payments among multiple R y
payment methods
Fl 3.13 System must allow for multiple user-defined payment R y
methods to be established (e.g., coupons, gift
certificates, fee waivers, etc.)
Fl 3.14 System must allow for: y
a. Full payment R
b. Partial payment R
C. Payment from customer credit R
d. Payment reversals R
e. Payment cancellations and backdating R
g. Payment plans with automated tracking R
f. Credit balance refunds R
g. Rental deposit refunds
Fl 3.15 System must have the ability to cancel any R y
transaction(s) with the following options:
a. Apply credit to household balance R
b. Apply surcharge fees R
C. Apply split refund payment types (i.e., ability to process R
a refund with portions applied to multiple refund
payment methods)
d. Refund later from system R
e. Refund later from Finance department (system creates R
a refund voucher)
f. Backdate a payment cancellation R
Fl 3.16 System must allow for tax rate option to be set up R y
Fl 3.17 System must have the ability to create installment billing R y
plans for anv customer
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Perfect Mind
Fl 3.0 FINANCIAL -COMPONENTS (cont'd) "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
Fl 3.18 System must have the ability for EFT (electronic funds R y PerfectMind can
transfer) and/or auto credit card billing as a form of accommodate all payment
payment for monthly payment/billing plans tvpes including EFT.
Fl 3.19 System must allow for the creation of invoices and R y
statements for outstanding payments due
Fl 3.20 System must be able to accept multiple methods of y
payment, includinq:
a. Cash R y
b. Check R y
c. Credit Card with real time processing R y
d. Gift certificates R y
e. Apple Pay R y
f. PayPal R y
g. Google Wallet R y
4. Electronic Funds Transfer 0 y
i. Credit on account R y
j. Payment plan partial payment R y
k. Fee waiver R y
I. Field for check number and/or notes R y
Fl 3.21 Ability to process payments via smart devices, (e.g., R y
iPad/ tablet, iPhone, Android)
Fl 3.22 Ability to split payment types (e.g., cash & check, credit R y
on account & credit card, etc)
Fl 3.23 Option to place and track credit on account for future use R y
rather than refundinq back to customer (e.Q., credit
54
@PerfectMind
placed on account for cancelled class which can only be
used for another future class)
Fl 3.24 Ability to make online payments R y
Fl 3.25 Ability to accept credit on account and gift certificates as 0 y
form of payment on line
Fl 3.26 Customer payee information remains blank forin-house R y
registrations, rather than automatically defaulting to the
last oavee used for that participant
Fl 3.27 Disallow automatic refunds upon cancellation of activity R y
Fl 3.28 Allow use of coupons, discount codes, etc R y
Fl 3.0 FINANCIAL -COMPONENTS (cont'd) "R"= y Vendor Response: Vendor Response:
Required Check if item has Describe or provide any
"O"= separate pricing additional information to further
Optional help with svstem evaluation
Fl 3.29 Add money to a gift certificate R y
Fl 3.30 Transfer funds within a transaction after payment has R y
been applied
Fl 3.31 Apply funds to customeraccount R y
Fl 3.32 Allow customer credit on account refunds based on R y
user-defined criteria (e.g., do not permit refunds for
credits under $10.00)
Fl 3.33 Credit card refunds must be charged back to original R y
card
Fl 3.34 Credit cards must be encrypted, with last four digits of R y
credit card viewable for refund verification purposes
Fl 3.35 Credit card CVS and zip code verification atcheckout R y
Fl 3.36 System must meet the PCl/CISP credit card industry R y
Pavment Applicator Best Practices specifications
Fl 3.37 System must allow for EMV (Europay, MasterCard, R y
Visa) or "Chip and PIN" compliance requirements
Fl 3.38 Ability to link fees to multiple Glaccounts R y
Fl 3.39 Ability to calculate instructor payments by percentage, R y
number of students, etc
Fl 3.40 Ability to separate daily closeouts/deposits by location R y
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Fl 3.41 Maintain history of NSF checks on customer account 0 y
Fl 3.42 Calculate and track customer account balances R y
Fl 3.43 Ability to track revenue generated from activities that R y
have not started vet (i.e., deferred revenue)
FR 4.0 FINANCIAL -REPORTING y
FR 4.1 Extensive, ad-hoc (customizable) reporting options R y PerfectMind built in
proprietary reporting tool
can create custom ad-hoc
reports based on any
information contained within
the system. There are no
limits to the number type
and style of reports that can
be created.
FR4.2 Daily closeout report options, both summary and detail R y
FR4.3 GL account distribution, summary and detail R y
FR 4.4 Net revenue reports, summary/detail, monthly/yearly R y
FR4.5 Refund reports for specified date ranges R y
FR4.6 Ability to sort by department, class, site, GL account, R y
payment type, etc
FR4.7 Audit trail to show which user made each accounting R y
transaction
FR4.8 Track upcoming payment plan due dates R y
FR4.9 Aging report R y
PS5.0 POINT OF SALE "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
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0 PerfectMind
Proposed
System
PS 5.1 Point of sale function R y
PS 5.2 Prompt user about quantity and price before moving to R y
payment screen
PS5.3 Option to attach customer information totransaction R y
PS 5.4 Ability to make customer information a required field at R y
certain facilities
PS5.5 Option to create new customer from Point of Sale R y
PS5.6 Track inventory for merchandise/equipmentsales R y
PS5.7 Ability to create separate look-up lists for individuals or R y
by facility
PS5.8 Disallow or allow certain items for a specific individual or R y
qroup
PS 5.9 Ability to cancel a point of sale transaction at any point, R y
not just immediately after the transaction
PS 5.10 Ability to backdate payment cancellations (i.e., error R y
made on previous day but not caught until the following
day)
PS 5.11 Ability to process refunds from point of sale R y
PS 5.12 Ability to email/text/send notifications to customers R y
based on items sold or drop-ins from Point of Sale
PS 5.13 Option to create and manage a customer loyalty R y
proqram
PS 5.14 Ability to assign permissions to override/amend fees for R y
an item/drop-in fee within Point of Sale
PS 5.15 Ability to issue identification/membership cards directly R y
from Point of Sale
PS 6.0 POINT OF SALE -REPORTING y
PS 6.1 Reporting options to include, at a minimum: R y
a. Check register report R y
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b. Credit card register report R y
c. Daily cash balance report R y
d. Daily GL report R y
e. Department sales report R y
f. Drawer balance report R y
g. GL report R y
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PS 6.0 POINT OF SALE -REPORTING (cont'ct) "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
h. Group item sales report R y
i. Hourly sales report R y
j. Journal listing R y
k. PLU (Price Look Up) sales report R y
I. Money transfer confirmation report R y
m. Terminal listing report R y
n. User sales report R y
PR 7.0 PROGRAM REGISTRATION -
COMPONENTS
PR 7.1 Class/program/activity codes must be automatically R y
generated
PR 7.2 Each program can be linked to a user-defined program R y
type (e.Q., Youth Art)
PR 7.3 Allows for program to be associated with an activity sub-R y
category and be searchable by the categories and sub-
categories (e.g., Category: Youth Classes, Sub-
Cateqorv: Youth Dance)
PR 7.4 Programs can be associated with multiple R y
facilities/locations and the system automatically
reserves those facilities
PR 7.5 Programs can be associated with off-site locations (e.g., R y
Class takes place at a business such as an Ice Skating
rink)
PR 7.6 Designate minimum and maximum number of R y
participants
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PR 7.7 Designate minimum and maximum age range. Proper R y
age check must be calculated on user-defined date and
proqram session start date.
PR 7.8 Ability to set separate registration start dates bases on R y
customer status (e.Q., resident and non-resident)
PR 7.9 Display the number of registrants currently enrolled in a R y
class
PR 7.10 Display the number of registrants currently on the wait R y
list for a class
PR 7.11 Select day of week program will be held R y
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PR 7.0 PROGRAM REGISTRATION -"R"= Vendor Vendor Response: Vendor Response:
COMPONENTS (cont'd)
Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
PR 7.12 Allow for entry of no class dates and the total number of R y
class meetings adjusted accordingly. Must also print on
receipt.
PR 7.13 Customer receipt note/comment to be associated with R y
each class. Comment must be reusable (assigned to
multiple programs), unlimited in length, and must be able
to be printed on customer receiot.
PR 7.14 A unique comment/note can be associated with a R y
proqram or specific proqram section
PR 7.15 Provide a reminder note area for each program/section R y
for internal use
PR 7.16 Allow for prerequisites to be linked to a program, so only R y
registrants who have taken the prerequisite class can
siqn up
PR 7.17 Allow for recording program attendance R y
PR 7.18 Program facility set-up/maintenance needs can be R y
linked to each program. Ability to print facility schedule
with set-up notes
PR 7.19 Allows for extensive brochure comments for a class to R y
be created. Comments will print on brochure generated
reports and be viewed on-screen in svstem searches.
PR 7.20 Allow multiple, separate fees to be linked to each activity R y
section and for each separate fee to be linked to a
different GL account number
PR 7.21 Automatically select and apply the appropriate customer R y
fee type (resident, non-resident, senior, etc) based on
information in a customer's record
PR 7.22 Ability to link multiple instructors to oneactivity R y
PR 7.23 Ability to calculate instructor pay. Allows only certain R y
program fees to be included in instructor pay processing
calculation.
PR 7.24 Multiple pay rates can be linked to each instructor R y
(hourlv, percentaQe, per enrollee, flat fee)
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PR 7.0 PROGRAM REGISTRATION -"R" = Vendor Vendor Response: Vendor Response:
COMPONENTS (cont'd) Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
PR 7.25 Allow for user-defined enrollment prompts allowing for R y
any data fields/questions to be set up and tracked for the
program. Prompts will pop-up during registration
process (e.g., What is your child's t-shirt size? How did
you hear about this proQram?)
PR 7.26 Separate registration dates for resident and non-R y
resident for on line, mail-in and walk-in reqistrations
PR 7.27 Automatically calculate discount fees/coupons or R y
incentives to programs
PR 7.28 Incentive options (e.g., register/pay by certain date and R y
receive a discounted fee, early bird reqistration)
PR 7.29 Ability to set up sibling discount and multi-child/multi-R y
week discount
PR 7.30 Option to change activity status to R y
open/closed/cancelled
PR 7.31 Ability to roll over activity/program information from one R y
season to another and automatically generate new
class/program/activity codes
PR 7.32 Ability to register for programs at multiple sites via hand-R y
held device/iPad
PR 7.33 Ability to conduct online surveys based on user-defined R y
criteria within the system usinq email and social media
PR 7.34 Ability to automatically send email/texts/notifications to R y
any number of email addresses/numbers when an
activity becomes full, has a cancellation, may not meet
the minimum, etc
PR 7.35 Send out email/text reminder to participants before R y
class/ proqram beqins
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PR8.0 PROGRAM REGISTRATION -"R" = Vendor Vendor Response: Vendor Response:
PROCESSING Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
PR 8.1 Warn user if registration does not meet the requirements R y
(aqe, qender, mader, prerequisite, etc)
PR8.2 Allow staff to override requirements (age, gender, grade, R y
prerequisite, etc) with appropriate security clearance
PR 8.3 Search for customer by name ID number, guardian R y
name, telephone number, or email address
PR 8.4 Ability to register an individual for multiple activities/ R y
programs without having to reselect that person for each
program.
PR 8.5 Ability to register multiple family members into multiple R y
programs in one transaction without having to reselect
the household, with all transactions printing on one
receipt.
PR 8.6 Do not allow duplicate registrations (same person into R y
same activity)
PR8.7 Allow for automatic calculations of multiple child/ R y
participant discounts based on enrollments into the
same type or sessions of programs.
PR 8.8 Automatically generate wait lists for classes reaching R y
the maximum number of enrollees
PR8.9 Automatically notify staff of wait list when an opening R y
becomes available
PR8.9 Ability to transfer from one activity to another in one R y
transaction (i.e., no need to withdraw from an activity in
one transaction, and then enroll in another activity in a
second transaction)
PR 8.10 Update customer history record, program roster, R y
receipts, general ledger account distribution with a
sinqle transaction entrv
PR 8.11 Allow for the cancellations of an individual or entire class R y
in a single transaction, with the option to apply the funds
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to another program, keep the money on customer's
account, or process a refund
PRS.12 Allow staff to override or adjust class fees, with proper R y
authorization
PR 8.13 Multiple screen option for staff during registration (e.g., R y
searching customer or activity info while processing a
transaction)
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PR8.0 PROGRAM REGISTRATION -"R" = Vendor Vendor Response: Vendor Response:
PROCESSING {cont'd) Required Response: Check if item has Describe or provide any
"O" = Check ifitem separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
PR 8.14 Ability to produce receipts with program information, R y
dates, times, locations, descriptive comments, payment
information, date/time of transaction, operator and
payment method
PR 8.15 Additional comments added during activity set-up R y
should print on receipt. Further comments can be added
by staff before printinq.
PR 8.16 Customizable receipts (include City/Departmentlogo) R y
PR 8.17 Ability to choose to print, email, or text receipts for any R y
tvoe of transaction
PR 8.18 Ability to automatically email or text receipts of any R y
transaction based on customer preference
PR 8.19 Ability to add a special needs note section during R y
registration and ability for it to print on activity roster if
selected (e.Q., allerqies, medical historv,etc)
PR 8.20 Automatically see if participant's registration conflict with R y
other programs already registered in
PR 8.21 Robust search function, allowing users and customers R y
to quickly find program details and information based on
program criteria (name, location, type, age, activity
code)
PR 8.22 Ability to scan/attach a document to a customer account 0 y
PR 8.23 Easy reference to last transaction processed (receipt R y
number, customer name, etc)
PR 8.24 Automatically issue parking permit if required for the 0 y
specific date and time of class/proqram when reqisterinq
PR9.0 PROGRAM REGISTRATION -INTERNET
PROCESSING/ONLINE OPTIONS
PR 9.1 System allows on line program registration R y
PR 9.2 System must allow for real-time access, with rosters, R y
financials, schedules, demographics, and statistics
automatically updated
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PR 9.3 System allows user-defined online access, ability to R y
view class/program availability and register
PR9.0 PROGRAM REGISTRATION -INTERNET "R"= Vendor Vendor Response: Vendor Response:
PROCESSING/ONLINE OPTIONS {cont'd) Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
PR 9.4 Ability to process simultaneous onlinetransactions R y
PR 9.5 Online system must be able to duplicate the style of the R y
City's current website
PR9.6 Ability to create own website which can be accessed 0 y
via the City website
PR 9.7 Ability for staff to access the system via the internet and R y
perform any and all system functions
PR9.8 Ability to display images, videos, and graphics on the R y
website next to course and facility details/descriptions
PR 9.9 System must allow for detailed program information, R y
current registration, spaces available, comments, fees,
dates, times, instructors, no class dates, and age/grade
requirement
PR 9.10 System must automatically calculate and apply any R y
registration discounts (e.g., sibling discount if
reqistered in same program)
PR 9.11 Ability to control the dates and times allowed foronline R y
reqistrations by season and customer residency
PR 9.12 Ability to disallow on line registration for certain R y
programs
PR 9.13 System must include a robust detailed program search R y
function allowing for staff/customers to search for
programs online by type, age group, etc. Flexible
keyword search capability is required.
PR 9.14 Ability to browse activities and availability online R y
without requirinq an account
PR 9.15 Allow customers to create an account online and R y
update account information as needed (except birth
dates)
PR 9.16 Allow customers to register on line or via smart phone R y
(iPhone, Android) or iPad/tablet
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PR 9.17 Payment options must include: R y
a. Credit Card with real time processing R y
b. Gift card/certificates R y
c. Apple Pay R y
d. Pay Pal R y
e. Google Wallet R y
f. Electronic Funds Transfer 0 y
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PR9.0 PROGRAM REGISTRATION -INTERNET "R"= Vendor Vendor Response: Vendor Response:
PROCESSING/ONLINE OPTIONS (cont'd) Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
PR 9.18 Daily credit card payments must be deposited directly R y
into Citv accounts
PR 9.19 System must meet the PCl/CISP credit card industry R y
Pavment APPiicator Best Practices specifications
PR 9.20 Online customers must be notified in real time if credit R y
card is declined
PR 9.21 Presents custom program questions during the online R y
registration process
PR 9.22 Customers may add themselves to a wait list and view R y
their position
PR 9.23 Allow customers to add a special needs note during R y
on line reaistration
PR 9.24 Automatically see if participant's registration conflict y
with other programs already reaistered in
PR 9.25 Allow customer to attach a document during on line 0 y
reaistration
PR 9.26 Add activities to cart and view cart before checkout R y
PR 9.27 If item is placed in customer cart, spot is not guaranteed R y
until checkout is completed
PR 9.28 Allow cart to expire after certain period of time if R y
customer does not check out
PR 9.29 Automatically issue parking permit if required for the 0
soecific class/oroaram dav and time
PR 9.30 System must display liability waivers/hold harmless R y
agreements with "I Agree" and "I Don't Agree" options
for customer input. If customer selects "I Disagree"
option, the registration process will notcomolete.
PR 9.31 Allow customers to view account information and R y
current enrollment on line
PR 9.32 Detailed program registration receipts must be R y
provided in PDF format on-screen with option to print
PR 9.33 Customer may request refund online, with automatic R y
staff notification
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PR 9.34 Allow customers to view/print calendar of all household 0 y
reqistrations
PR9.0 PROGRAM REGISTRATION -INTERNET "R" = Vendor Vendor Response: Vendor Response:
PROCESSING/ONLINE OPTIONS (cont'ct) Required Response: Check if item has Describe or provide any
"0"= Check ifitem separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
PR 9.35 Allow customers to subscribe/unsubscribe to email R
lists/ qroup texts/social media notifications
PR PROGRAM REGISTRATION -y
10.0 REPORTS/QUERIES
PR 10.1 Ability to customize standard system reports R y
PR 10.2 Ability to create new reports based on user-selected R y
criteria
PR 10.3 Standard system reports which provide demographic R y
and statistical information for program sessions,
categories, types, ages, genders, etc., and ability export
to Excel and produce qraphs
PR10.4 Ability to view/print activity listings, in summary or detail, R y
by selecting a range of activities with start date (e.g.,
print all classes beqinninq the week of April 1)
PR 10.5 Print and reprint receipts, rosters, wait lists, etc R y
PR 10.6 Ability to view/print rosters and attendance sheets by R y
user-defined fields (e.g., enrollment date, in alphabetical
order, aqe, order of entry, etc)
PR 10.7 Allow instructors to view/print their own rosters R y
PR 10.8 Ability to add numerous fields for additional information R y
(e.g., phone numbers, date of birth, email address,
medical history, special needs, etc)
PR 10.9 Ability to email/text rosters to instructor directly from R y
svstem
PR Ability for instructors to view/print rosters R y
10.10
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PR Option to export rosters in PDF format or directly to R y
10.11 Excel
PR Ability to include photos of enrollees on roster 0 y
10.12
PR Automatically generate a customer schedule, preferably 0 y
10.13 in calendar form, which includes all program
registrations for a customer/family, along with dates,
times, and locations of proqrams
PR Standard report listing all activities customer is currently R y
10.14 enrolled in
PR Lookup retired activity participant registration R y
10.15 information
PR Report showing activities not meeting minimum R y
10.16 enrollment
PR Report showing activities reaching the maximum R y
10.17 enrollment
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PR PROGRAM REGISTRATION -"R"= Vendor Vendor Response: Vendor Response:
10.0 REPORTS/QUERIES (cont'd) Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
.Proposed
Svstem
PR10.18 Ability to view/print revenue report by activity, preferably R y
with option to create qraoh for easy analvsis of revenues
PR View/print history of instructor payments, summary or R y
10.19 detail
PR Ability to view/print a net revenue report, indicating all 0 y
10.20 revenue, expense, refunds, instructor payments, with a
net income/loss by activity
PR Ability to search for program details and information R y
10.21 based on program criteria such as dates, times, ages,
qrades, locations, and activitvcodes
PR Ability to view/print customer's medical record, based on R y
10.22 user permissions
PR View/print instructor details and information R y
10.23
PR Produce comparison reports (e.g., mail-in/walk-in vs. R y
10.24 online registration, resident/non-resident)
PR Produce report showing enrollments for all programs R y
10.25 within a given parameter (e.g., Spring 2015) by activity
category
PR Ability to create mailing labels directly from system R y
10.26 based on user-selected criteria
FR FACILITY/FIELD/PARK RESERVATIONS y
11.0
FR 11.1 Enter and manage multiple facilities, facility types and R y
centers
FR 11.2 Must allow for specific operating dates for each facility R y
(open and close)
FR 11.3 Must allow for specific operating hours for each facility R y
(open and close)
FR 11.4 Ability to block certain days for holidays and City R y
closures to disallow facilitv reservations
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FR 11.5 Customer/organization data must be shared across all R y
modules of the system.
FR 11.6 Flexibility to assign customer types (e.g., resident, non-R y
resident, non-profit) and apply separate charges to each
type
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FR FACILITY/FIELD/PARK RESERVATIONS "R"= Vendor Vendor Response: Vendor Response:
11.0 (cont'd) Required Response: Check if item has Describe or provide any
"O" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
FR 11.7 Assign multiple fees to each facility R y
FR 11.8 Enter default charges for facility and/or customer types R y
FR 11.9 Automatically calculate total fees forreservation R y
FR Ability to view facility schedules by the month, week, or R y
11.10 day
FR Ability to search bookings by type of event (e.g., R y
11.11 wedding, lecture, meeting, etc.)
FR Ability to search for available space based on defined R y
11.12 parameters (e.g., room for 30 people on Wednesday
niqhts for one hour)
FR Ability to enter new reservations and automatically R y
11.13 create a rental contract to include customer/
organization name, address, date, facilities reserved,
detailed rental charges, waiver ofliabilitv
FR Prevent reservations of a facility if already reserved R y
11.14 (does not allow double bookings)
FR System must allow reservations at least five (5) years in R y
11.15 the future
FR Ability to store facility images/photos/videos for R y
11.16 access/display, including online
FR Assign one or more disclaimers with user-defined text to R y
11.17 a facility; the disclaimer(s) will be included on the facility
rental contract
FR Automatically remove facility bookings for cancelled R y
11.18 reservations
FR Ability to quickly and easily search for available facilities R y
11.19 based on customer's specific requests, whether they
need specific days of the week and times, multiple days
and/or multiple facilities. Ability to clearly display
available facilities based on user-defined parameters
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FR Display on screen reservation schedules for multiple R y
11.20 numbers of facilities, at once, by day, week or month;
schedule default and alternate views are userdefinable
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FR FACILITY/FIELD/PARK RESERVATIONS "R"= Vendor Vendor Response: Vendor Response:
11.0 (cont'd) Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
FR Display reservation and usage information of a single R y
11.21 facility or multiple facilities in a grid or calendar format.
In this format, user can click or hover over on a
reservation to view more detailed information without the
need to qo into the reservation itself.
FR Ability to print facility calendars by date, facility, or R y
11.22 specific room. Calendars must include beginning and
endinq reservations times and customer names.
FR Edit/amend existing rental contracts, based on user R y
11.23 permissions
FR Allow facility bookings/availability to be viewed only, R y
11.24 without showing who has facility reserved or what type
of event it's reserved for
FR Produce and send contract, set-up charts, and receipts R y
11.25 via email
FR Rent multiple facilities in one step, without requiring R y
11.26 multiple permits or duplicate data
FR Automatically reserve facilities when entering classes/ R y
11.27 proqrams
FR Ability to easily distinguish different types of reservations R y
11.28 on screen and on calendars
FR Ability to create report for easy analysis of reservations R y
11.29 by various parameters (facility, type of rental, resident,
non-resident, non-profit)
FR System must allow for tracking, billing and collecting of R y
11.30 billable services such as staff costs, overtime fees,
facility damaqe, liqhting, clean-up and security
FR Ability to set up prompts for unique user-defined facility R y
11.31 questions during facility reservation process (e.g., Will
you be servinq alcohol?)
FR The system must be integrated with the Program R y
11.32 Registration and League Scheduling modules so that
when an activity or league is created, it automatically
reserves that facility
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FR FACILITY/FIELD/PARK RESERVATIONS "R" = Vendor Vendor Response: Vendor Response:
11.0 (cont'd) Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
FR System must allow the user to maintain as much history R y
11.33 as desired. This requires that data purges include the
option for the user to select the date ranges and types
of reseNations to be removed
FR Option to set staff permissions to only view facility R y
11.34 bookings without ability to make changes or view who or
what the room is booked for
FR Ability for customers to view facility/field/park availability R y
11.35 online, as determined by internal staff
FR Ability for customers to request a room/field/park rental R y
11.36 online, with a messaQe sent to staff to review the request
FR Ability for customers to book a facility/field/park , if R y
11.37 permitted by internal staff
y
FR FACILITY/FIELD/PARK RESERVATIONS -y
12.0 PROCESSING
FR 12.1 Must allow for the following types ofreseNations: R y
a. One time reseNations (e.g., single date bookings) R y
b. Repeating reseNations (e.g., every Tuesday and R y
Thursday for the next four months) in one process
C. Random repeating reseNations with any combination of R y
anv date sequence in one process
d. Internal/administration/maintenance bookings without R y
necessitv to link to any family ororoanization
e. Program reseNations R y
f. League reseNations R y
FR 12.2 Ability must permit internal staff to reseNe multiple R y
facilities, for any date ranQe, in a sinoleorocess
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FR 12.3 Option to add set-up and clean-up time R y
FR 12.4 Ability to print reservation confirmation, with reprint R y
and/or multi-copy options
FR 12.5 Ability to email or text reservation confirmation, receipt, R y
and rental contract
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FR FACILITY/FIELD/PARK RESERVATIONS -"R" = Vendor Vendor Response: Vendor Response:
12.0 PROCESSING (cont'd} Required Response: Check if item has Describe or provide any
''O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
FR 12.6 Option to print user-defined rules and regulations letter R y
along with rental contract
FR 12.7 Alert user if a booking conflict exists prior to completion R y
of a reservation
FR 12.8 View in graph format multiple facilities for a period of a R y
month on a single screen
FR 12.9 Ability to discount/override fees at time of reservation or R y
thereafter, based on user security clearance
FR Prior to completion of a multi-date reservation, all R y
12.10 reservations must be displayed to allow for adjustment
or deletion of reservation without need to process
another transaction
FR Capability to adjust "firm" reservations without deleting R y
12.11 reservation and having to create a new one with the
adjustments
FR Ability to cancel any reservation R y
12.12
FR Ability to amend charges, add extra fees, allow partial R y
12.13 payments, rental damage deposits and refunds,
payment reversals, and credit balance refunds
FR Ability to reprint receipts individually or bybatch R y
12.14
FR System must create and track invoices R y
12.15
FR Ability to track reservations into user-defined statistics R y
12.16 and reporting groups (e.g., all wedding reservations)
FR System must not allow double bookings R y
12.17
FR FACILITY/FIELD/PARK RESERVATIONS -y
13.0 INTERNET PROCESSING/ONLINE
OPTIONS
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FR 13.1 System allows online facility reservations R y
FR 13.2 System allows detailed facility information to be R y
displayed including schedules, comments, fees, and
facility imaQes and videos
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FR FACILITY/FIELD/PARK RESERVATIONS-"R" = Vendor Vendor Response: Vendor Response:
13.0 INTERNET PROCESSING/ONLINE Required Response: Check if item has Describe or provide any
"0'' = Check ifitem separate pricing additional information to further
OPTIONS (cont'd) Optional included in help with system evaluation
Proposed
Svstem
FR 13.3 Must include a detailed, user-friendly facility search R y
function which allows customers to search for available
facilities on line. Search criteria to include types,
locations, amenities, keywords, dates, times, capacity,
and day of week
FR13.4 Ability to control which facilities and/or functions are R y
permissible to reserve online
FR 13.5 Ability to disallow on line reservations but be able to view R y
available dates and facilitv information
FR 13.6 Allow customers to view reserved times without the R y
ability to see details (e.g., who has reserved the time or
what it was reserved for)
FR 13.7 Ability to set minimum and maximum number of R y
days/months in advance that a reservation can be
made. System automatically determines if a reservation
falls within that time frame.
FR 13.8 System displays liability waivers/hold harmless R y
agreements with "I Agree and "I Disagree" options for
customer input. If customer selects "I Disagree" option,
the reservation cannot be completed
FR 13.9 Ability for customer to scan and attach any required R y
documents for reservation (e.g., proof of residence/
business status, non-profit status, proof of insurance,
etc)
FR Provide link to obtain liability insurance R y
13.10
FR System leaves any online reservations in a tentative R y
13.11 state and notifies internal staff of pending reservations
to be approved
FR Ability to conduct online surveys based on user-defined R y
13.12 criteria within the system usinq email and social media
FR If item is placed in customer cart, spot is not guaranteed R y
13.13 until checkout is complete
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Perfect Mind
FR
13.14
FR
14.0
FR 14.1
FR 14.2
FR 14.3
FR 14.4
FR 14.5
FR 14.6
FR 14.7
FR 14.8
FR 14.9
Allow cart to expire after certain
customer does not check out
period of time if
FACILITY/FIELD/PARK RESERVATIONS -
REPORTING
Ability to produce reports that include one, some, or all
of the following options and data elements: All
reservations for a specific facility type, such as a
meeting room or field, all reservations for a specific
facility, all reservations for a specific date range, all
reservations for a specific customer or organization
(e.g., non-profits), all reservations for a specific user
Ability to report all financial activity for rentals by date
range
Option to preview reports on-screen
Ability to choose to print, email, or text reservation
confirmation, rental contract, facility rules and
requlations, etc
Customizable facility report formats
Ability to run a marketing report listing all customers with
reservations for a user-defined search range (e.g., all
customers who reserved picnic areas for last month) and
email/text/send notifications for upcoming events
Ability to print or preview facility calendars including all
rooms in a facility by date ranqe or by individual rooms
Reservation report showing all reservations made by an
individual customer or organization for a specific date
ranqe
Administration/maintenance reports by facility and date,
showing any reservation special requests and set-up
requirements with option to include set-up chart
R y
"R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
R y PerfectMind integrated
reporting tool will allow The
City of Cupertino to report
on any information
contained in the database.
PerfectMIND will then allow
this information to be
shared on any device
anywhere any time.
R y
R y
R y
R y
R y
R y
R y
R y
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@ PerfectMind
FR Ability to reprint rental receipts and contracts R y
14.10
FR Ability to print account statements based on user-R y
14.11 defined criteria
FR Facility usage report, preferably with graph option R y
14.12
FR Ability to print rules and regulations letter and set-up R y
14.13 chart at the time reservation receipt/confirmation is
printed
FR Allow facility schedule inquiries by date range R y
14.14
FR Ability to view schedules for multiple facilities at one time R y
14.15
FR View reservation information by customer/organization R y
14.16 name or by reservation number
FR Automatically generate rental contractnumber R y
14.17
MP 15.0 MEMBERSHIP -PROCESSING "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
MP 15.1 Sell multiple pass types to one customer R y
MP 15.2 Sell multiple pass types from multiple locations 0 y
MP 15.3 Any membership can be valid for a date range or by a R y
designated number of visits (tracked electronically) or
a combination of both
MP15.4 Ability to set rates for numerous types of memberships, R y
includinq at a minimum: ~
a. New membership R y
b. Renewal membership R y
c. Discounted membership R y
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@ PerfectMind
d. Individual or family membership R y
MP 15.5 Automatically calculate and apply non-resident/senior/ R y
discount fees to membership
MP 15.6 Ability to scan membership cards at multiplesites R y
MP 15.7 Alert staff by sound or pop-up screen if an invalid, R y
suspended or expired membership card is swiped
MP 15.8 Assign different sound to valid vs. invalid membership R y
card swipes to alert attendant
MP 15.9 Link revenue from each pass type to unique GL codes R y
and sub-account codes
MP 15.10 Ability to create membership card and add card holder R y
photo to membership card
MP15.11 Option to customize membership cards with graphics, R y
loqo, etc
MP 15.12 Ability to suspend a membership for a user-defined R y
period of time, during which time the membership card
will notvalidate
MP 15.13 Option to automatically or manually reactivate card R y
once suspension time period has passed
MP 15.14 Option to print or email receipts and contracts R y
MP 15.15 Notify staff when membership card has expired R y
MP 15.16 Automatically generate membership renewal form with R y
capability to customize form and ability to
email/text/mail notifications to customer for expired
memberships
MP 15.17 Ability to charge additional fees for each visit if required R y
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Perfect Mind
MP 15.0 MEMBERSHIP -PROCESSING (cont'd) "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
MP 15.18 Ability to set up auto pay to automatically renew R y
membership and charge credit card/bank account on
file
MP 15.19 View/print memberships in user-defined order (e.g., R y
newest membership first or by most recentvisit)
MP 15.20 Customer information and emergency contact R y
information easily accessible from main membership
screen
MP 15.21 Real time tracking of individuals in a facility 0 y
MP15.22 Mobile PDNhand held functionality with swipe R y
capability, signature pad, scanner, etc for remote
location check-ins. Member imaqe validation required
MP 15.33 Permit online membership sales and renewals R y
MP 15.34 Scan waiver documents, medical history, emergency R y
contacts to customer account for electronicviewinq
MP 15.35 Ability to charge guest fees by membership type R y
MP 15.36 Set age restrictions by membership type (e.g., Senior R y
membership valid for 50+ years)
MP 15.37 Ability to retain membership data history for a minimum R y
of three vears for comparative reportinq purposes
MP 15.38 Automatically issue parking permit 0 y
MM 16.0 MEMBERSHIP -MANAGEMENT y
MM 16.1 Ability to sell multiple pass types for one customer at 0 y
multiple sites
MM 16.2 Option to assign membership/pass numbers R y
automaticallv or manuallv
MM 16.3 Sell a family membership/pass in onetransaction R y
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Perfect Mind
MM 16.4 Option to sell membership/pass for a specific number R y
of visits or date ranqe
MM 16.5 Ability to add guest passes to a membership card, 0 y
without generating a separate guestcard
MM 16.6 Multiple membership types allowed for each member R y
with use of a single ID card (i.e., customer may have a
pool, fitness center, and/or senior membership but only
have one membership card)
MM 16.0 MEMBERSHIP -MANAGEMENT (cont'd) "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
MM 16.7 For family memberships, ability to authorize family R y
members to use each other's card if permission is
given, with a pop-up that notifies staff upon check-in
MM 16.8 Ability to issue card to track classes and multi-day R y
passes, with electronic reader which automatically
deducts the number of visits
MM 16.9 Unique waiver/contract required for each pass/ R y
membership type that will print with the sale of a
membership
MM 16.10 Option for electronic signature on waiver/contract for R y
online sales or with electronic pad for in-person sales
MM16.11 System must be able to capture membership photos on R y
multiple workstations and print PVC plastic ID card
using one or more printers without the use of third party
software. All necessary photo ID card hardware
requirements, including cameras, printers andsupplies
must be included
MM 16.12 Option for staff to check-in a member via touch-screen R y
(e.g., a member forgets theircard)
MM 16.13 Ability to display member notes and alerts during R y
check-in process
MM 16.14 System must automatically update the member's visit R y
history as well as the membership type totals for each
visit
MM 16.15 Option to note a purpose during the swipe/entry 0
process
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Perfect Mind
MM 16.16 System must provide option to either print, email, or text R y
receipts
MM 16.17 Ability to re-print lost or damaged membership cards, R y
while automatically deactivatinq the lost/damaqed card
MM16.18 Ability to cancel memberships, with refund or credit R y
options
MM 16.19 Ability to transfer funds from a cancelled membership R y
to day passes
MM 16.20 Must allow membership transfers of one membership R y
type to a different type
Ml 17.0 MEMBERSHIP -INTERNET "R"= Vendor Vendor Response: Vendor Response:
PROCESSING/ONLINE OPTIONS Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
Ml 17.1 System permits on line membership sales and R y PerfectMind will allow The
processing, as well as membership renewals, with City of Cupertino to request
option for customer to scan/attach any required that members fill out on or
documents/ID and link to membership account attach required documents
when booking online. Once
forms have been filled out
and attached they will be
linked to the membership
account.
Ml 17.2 System displays liability waivers/hold harmless R y
agreements with "I Agree and "I Disagree" options for
customer input. If customer selects "I Disagree" option,
the membership/renewal cannot be completed
Ml 17.3 Ability to control which memberships are allowed/ R y
available for on line sales and processinq
Ml 17.4 Ability to track membership onlineactivity R y
Ml 17.5 System automatically notifies internal staff which R y
memberships or renewals have been processed on line
for review
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@PerfectMind
Ml 17.6 Current members have ability to view existing R y
memberships and expiration dates
Ml 17.7 Allow members to reserve tennis courts, tee times, etc. R y
with current membership verification. Option to disallow
by facility
Ml 17.8 Ability to conduct on line surveys based on user-defined R y
criteria within the system using email and social media
Ml 17.9 Allow members to subscribe to email/text/social media R y
notifications, newsletters, etc
MR 17.10 If item is placed in customer cart, spot is not guaranteed R y
until checkout is completed
MR 17.11 Allow cart to expire after certain period of time if R y
customer does not check out
MR MEMBERSHIP -REPORTING/QUERIES y
18.0
MR 18.1 Reporting with graph capabilities forpresentations R y
MR 18.2 Ability to print customizable membership reports, with R y
options to include membership/pass type, membership
date ranqe, expiration date, status, amountdue
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@ PerfectMind
MR MEMBERSHIP -REPORTING/QUERIES "R"= Vendor Vendor Response: Vendor Response:
18.0 (cont'd) Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
MR 18.3 Ability to search memberships by user-defined criteria R y PerfectMind will allow the
(e.g., by name, phone number, or email address) or by City of Cupertino to search
keyword (senior, lap swim, annual membership, trial memberships based on any
membership, etc) user defined criteria.
PerfectMind will also allow
the city to create custom
views or favorite views that
are used on a regular basis.
MR 18.4 Membership/pass visit history report, by summary or R y
detail, showing visits by member in total, by type or by
date, preferably with qraph option
MR 18.5 Family membership report, indicating number of R y
families reqistered for memberships, bv type
MR 18.6 Membership analysis report, showing new/renewed R y
members, expired members, and total revenue by
membership type
MR 18.7 Membership fee analysis reports indicating revenues R y
for any membership sales date range, membership
type, or individual member
MR 18.8 Daily visit report, indicating number of visits by hour, by R y
membership type for any date range
MR 18.9 Membership comparative report, showing monthly R y
attendance and revenue totals by membership typefor
a minimum of three years
MR18.10 Print and track membership installment R y
bills/statements/ invoices
MR18.11 Ability to reprint membership cards directly from R y
member file, with option to update member's
photo/image
MR 18.12 Marketing reporting feature with capability of printing R y
personalized letters, creating labels/email lists/group
texts/social media notifications for a specific group
(e.g., by membership type, dates, expiration date,
balance due)
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Perfect Mind
MR18.13 Ability to view only membership information without R y
authorization to make chanQes
MR 18.14 Ability to preview all reports without printing R y
MR 18.15 Report to print/view membership visit history R y
MP 18.16 Track membership card holder usage by facility R y
MP 18.17 Track daily attendance by facility or customer R y
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@ PerfectMind
MR MEMBERSHIP -REPORTING/QUERIES "R" = Vendor Vendor Response: Vendor Response:
18.0 (cont'd) Required Response: Check if item has Describe or provide any
"0" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
MP 18.18 Simple reporting method for employer incentive R y
programs (e.g., fitness programs), including number of
visits per week/month/year, length of membership.
Ability for customers to access/print that information
online with additional option to exportreport.
MP 18.19 Expiring membership report R y
MP 18.20 Sales reports, including category, sales person, R y
monthly vs. yearly members, time period, type of
membership, etc.
TM 19.0 TRIP MANAGEMENT y
TM 19.1 System must be able to manage reservations for trips/ R y
excursions
TM 19.2 System must automatically assigned a unique R y
identifier/ trip code
TM 19.3 Ability to enter departure and return date/time R y
TM 19.4 Ability to assign a minimum and maximum number of R y
participants per trip with internal staff override
permissions
TM 19.5 Ability to accommodate trip comments, such as R y
medical history, special needs of participant, and meal
selections and be able to print on trio roster
TM 19.6 Ability to add custom questions to be answered attime R y
of trip reservation
TM 19.7 System must have the ability to attach specific trip R y
information/rules and regulations to each trip, which will
orint on customer receipt
TM 19.8 Multiple fee types can be assigned to each trip, with R y
ability to assign separate, unique general ledger
account codes
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@ PerfectMind
TM 19.9 Ability to use discount codes, gift certificates fortrip R y
TM 19.10 Ability to customize/print trip tickets and include R y
additional information
TM 19.11 Mobile hand-held functionality/electronic pad to capture R y
membership siqnatures, check-ins, etc
TM20.0 TRIP MANAGEMENT -PROCESSING "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
TM 20.1 Ability to book any number of participants into a trip/ R y
excursion at one time
TM20.2 Internal staff must be able to reseNe any number of trip R y
spots without needing to assign individual names to
each spot. Names may be assigned at a later date
TM20.3 Ability to track demographic information at time of R y
reqistration for marketinq purposes
TM 20.4 Ability to adjust/override fees with properpermissions R y
TM 20.5 System operator may add unlimited miscellaneous R y
notes regarding the booking, such as medical history,
special needs, meal selection
TM 20.6 Display seating charts during reseNation process R PerfectMIND does believe it
can meet this requirement
however more information
is required.
TM 20.7 Ability to allow customer to choose seats R PerfectMIND does believe it
can meet this requirement
however more information
is required.
TM20.8 Option to automatically assign seats (bus, airline, R PerfectMIND does believe it
theatre) based on who signs up first can meet this requirement
however more information
is required.
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@ PerfectMind
TM 20.9 Option to automatically reassign seats if a travel 0 PerfectMIND does believe it
companion signs up at a later date (i.e., travel can meet this requirement
companion can sit with member even if sign up later) however more information
is required.
TM 20.10 Ability to quickly and easily change assigned seats in R PerfectMIND does believe it
one process can meet this requirement
however more information
is required.
TM 20.11 Allow non-members to sign up for trip and automatically 0
issue parking permit for the designated date/time of the
trip
TM20.12 Option to print, email, or text detailed trip reservation R y
receipts
TM 20.13 Ability to amend trip information and allow R y
changes/cancellations to a previous or existing trip
reservation
TM 20.14 Ask for cancellation reason when issuing a refund R y
TM 21.0 TRIP MANAGEMENT -INTERNET "R"= Vendor Vendor Response: Vendor Response:
PROCESSING/ ONLINE OPTIONS Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
Svstem
TM 21.1 Ability for customers to create an accountonline R y
TM 21.2 User-friendly password retrieval R y
TM 21.3 Customer has ability to sign up on line for trips/events R y
or add themselves to a wait list
TM 21.4 Subscribe/unsubscribe to email/text/social media R y
notifications, newsletters, etc.
TM 21.5 Customer can fill out necessary forms online and R y
submit
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Perfect Mind
TM 21.6 Scan any required documents and attach to trip sign-R y
UP
TM 21.7 Electronic online waiverauthorization R y
TM21.8 Customers are able to view their account information, R y
activity/enrollments online and update information as
necessary -
TM 21.9 Customers are able to view detailed trip information R y
and reprint receipts
TM 21.10 Request a refund online, with automatic notification to R y
staff
TM 21.11 Disallow automatic refunds upon cancellation R y
TM 21.12 Multiple payment options R y
TM 21.13 Ability to use credit on account towards trip R y
TM 21.14 Ability to attach videos or pictures to a trip to be viewed R y
online
TM 21.15 Ability to view available spaces on line but not who is R y
registered
TM 21.16 Multiple options to search for trips (e.g., by keyword, R y
location, description, date, trip code, etc)
TM 21.17 Ability to search for trips without requiring an account R y
loq-in
TM 21.18 If item is placed in customer cart, spot is not guaranteed R y
until checkout is complete
TM 21.19 View cart online before checkout R y
TM 21.20 Allow cart to expire after certain period of time if R y
customer does not check out
TM21.21 Internal staff has ability to view any member's online R y
activity with appropriate security clearance
TM 22.0 TRIP MANAGEMENT -REPORTING "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0" = Check ifitem separate pricing additional information to further
Optional included in help with system evaluation
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Perfect Mind
Proposed
System
TM 22.1 Customizable trip roster report with participant R y
information, dates, times and ability to add additional
fields to include medical history, meal selection, seating
chart, etc. All information must print on roster
TM 22.2 Ability to search for specific trip by activity code, R y
location, etc
TM 22.3 Revenue reports with numerous options to choose from R y
(e.q., resident/non-resident, etc.
LS 23.0 LEAGUE SCHEDULING y
LS 23.1 Ability to design full leagues (schedules, standings, and R y
rosters)
LS 23.2 Provides for the scheduling of any number of leagues R y
with normal regular season, round robin, and
sinqle/double elimination
LS 23.3 System automatically reserves facilities during the R y
schedule qeneration process
LS 23.4 Effective method for managing "round-robin" and 0 y
tournaments
LS 23.5 Ability to cancel games and reschedule R y
LS 23.6 Allows manual adjustment to a league schedule to 0 y
meet anv special requirements
LS 23.7 Allows for any adjustments to any game in the schedule R y
LS 23.8 Allows for creation of tournament brackets at the end of 0 y
the reqular season based on leaque standinas
LS 23.9 Ability to track and maintain individual team and R y
member statistics
LS 23.10 Automatically calculates team record and winning 0 y
percentaqe
LS 23.11 Ability to create league and coach/division specific R y
email lists
LS 23.12 Produce and print individual league team rosters and R y
attendance sheets
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LS 23.13 I Ability to email or text schedules, standings, and R y
rosters and post on line
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Perfect Mind
LS 23.0 LEAGUE SCHEDULING (cont'd) "R" = Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"0" = Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
LS 23.14 System permits multiple officials/referees to be set up R y
and tracked with qualifications, exemption times, and
pay rates entered
LS 23.15 Allows multiple officials/referees to be assigned to a R y
leaque
LS24.16 Produce officials/referees schedule reports R y
GM GOLF COURSE MANAGEMENT y
24.0
GM 24.1 24-hour tee-time reservation system required and/or R y
ability to integrate with Golf Now reservation system
GM 24.2 Ability to issue identification/membership cards and R y
multiple play cards
GM 24.3 View/print golf course tee-time schedule R y
GM 24.4 Ability to process refunds, place credits on accounts, R y
apply discounts, etc
GM 24.5 Track inventory for merchandise/equipmentsales R y
GM24.6 Ability to link customer information to transaction R y
GM 24.7 Hand-held mobile device capability to check-in R y
customers for tee-times with ability to capture
siqnatures on liabilitywaivers
GM 24.8 Mobile device capability to read membership cards and R y
multiple play cards
GM 24.9 Reporting system to track usage/revenue by user-R y
defined parameters (by resident/non-resident, by day/
month/ year, etc.)
GM 24.10 Ability to sell pre-paid gift cards and tee-time R y
reservation cards onsite and online
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GM 24.11 Customers have ability to renew membershiponline R y
GM 24.12 If item is placed in customer cart, it is not guaranteed R y
until checkout is complete
GM 24.13 Customer can view cart on line before checkout R y
GM 24.14 Allow cart to expire after certain period of time if R y
customer does not check out
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Perfect Mind
GM GOLF COURSE MANAGEMENT {cont'd) "R" = Vendor Vendor Response: Vendor Response:
24.0 Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
GM 24.15 Ability to create and manage a customer loyalty R y
proqram
GM 24.16 Create marketing lists from customer database based R y
on user-defined criteria
GM 24.17 Ability to send communication of promotions, R y
tournaments and updates via email/text/social media
notification
GM 24.18 Ability to create web-based marketing presence R y
GM COMMUNITY GARDENS y
25.0
GM 25.1 Garden plot management system to include the R y
followinq:
a. Assign plots to a specific individual R y
b. Accept refundable deposits R y
C. Maintain wait list R y
d. Allow customers to add themselves to a wait listonline R y
and view position on wait list
e. Track revenue R y
MD MOBILE DEVICE FUNCTIONALITY y
25.0
MD 25.1 From an internet enabled smart phone or iPad/tablet, y
staff has the ability to access the followinq in real-time:
a. Activity details (dates, times, locations, etc) R y
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Perfect Mind
b. Activity status (spots available, program cancelled, etc) R y
C. Activity enrollment number and rosters R y
d. Customer database R y
e. Facility/Park/Field reservations and availability R y
f. Membership check-ins R y
g. Program check-ins R y
h. Ability to capture signatures for parental permissions R y
(e.q., field trips) and liabilitywaivers
MD 25.2 Staff can email/text/send social media notifications to R y
participants
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Perfect Mind
MD MOBILE DEVICE FUNCTIONALITY {cont'd) "R" = Vendor Vendor Response: Vendor Response:
25.0 Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
MD 25.3 From an internet enabled smart phone or iPad/tablet, y PerfectMind responsive
customers have the ability to access the following in application will resize to fit
real-time: any mobile device
automatically. PerfectMind
can allow access to any
information contained in the
system through any mobile
devices at the discretion of
the City of Cupertino. Users
can access PerfectMind
anytime from any device
without the need for a
separate application.
a. Account details R y
b. Transaction history R y
c. All available classes/programs with details and R y
availability
d. Register for classes/programs R y
e. Ability to place themselves on wait lists and view R y
position
f. Membership status R y
g. Sign up for/renew memberships R y
h. Reserve a Facility/Park/Field R y
i. Payment options R y
I ~6~0 I MARKETING ]--Ty---i---·-1-I
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0 PerfectMind
MK26.1 Create marketing lists from roster or selection of R y PerfectMIND includes built-
multiple class rosters. Option to create list of current in email and marketing
and prior participants is desirable. applications allowing The
City of Cupertino to email
and market directly from
within the system to one or
many individuals, accounts,
companies, etc, Thus
eliminating the need to
export email lists.
PerfectMIND
communication tool sends
automated and smart
emails based on defined
criteria and using any email
template. PerfectMIND will
also allow the user to
manage all marketing
materials within the
PerfectMind document
manaqement system.
MK26.2 Create group email lists (subscription lists) R y
MK26.3 Ability to send group text messages R y
MK26.4 Send out email blasts/text messages/social media R y
notifications to all, or a select list, of customers, with the
ability to include an attachment (e.g., class/program
flyer)
MK26.5 Social media integration (e.g., customer can notify R y
Facebook /Twitter friends of registration in a program
with a link to enroll)
MK26.6 Allow customers to subscribe/unsubscribe from R y
marketinq lists in person or online
MK26.7 Designate specific customers and companies as non-R y
mail and/or non-email customers
MK26.8 Exclude specific individuals from R y
mailing/email/text/social media notifications
MK26.9 Allow for HTML emails (color, layout, etc) or option to R y
send text only
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MK MARKETING (cont'd) "R"= Vendor Vendor Response: Vendor Response:
26.0 Required Response: Check if item has Describe or provide any
"0"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
MK26.10 Prevent multiple mailings to one address (e.g., if two or R y
more customers live at the same address)
MK26.11 Ability to email/text all people in the database who meet R y
the requirements for a particular class
MK26.12 Ability to track how people registered (online vs. in R y
person)
MK26.13 Email class/program/facility evaluations to participants, R y
with an option to include additional information
MK26.14 Ability to conduct on line surveys based on user-defined R y
criteria within the svstem usinq email and social media
PM27.0 PROJECT MANAGEMENT y
PM 27.1 Dedicated vendor project manager R y
PM 27.2 Realistic project schedule R y
PM 27.3 Extensive on-site training R y
PM 27.4 Ability to roll over customer, facility, or financial 0 y
databases from existinq svstem
PM 27.5 If data migration is possible, ability to transfer any 0 y
monies on customer accounts to new system, including
rental deposits, credit on account, amountowed
PM 27.6 Ability to interface with City's financial software R y
(currently Logos.net, developed by New World
Systems) for revenue and expenditure recordation
PM 27.7 Extensive capability testing on a test/trainer database R y
prior to ctoinct live
PM 27.8 City will not be a Beta test site R y
1
TR28.0
1
TRAINING 1 - -Ly ---
1
- ---r -
1
103
Perfect Mind
TR 28.1 Extensive end user/power user/system administrator R y
training
TR 28.2 Detailed training on how to customize reports R y
TR 28.3 Trainer/testing database (i.e., ability to test transactions R y
offline, hidden from publicwebsite)
TR 28.4 Extensive on line help menus 0 y
TR 28.5 System printed or downloadable training manuals R y
available
TS 29.0 TECHNICAL SUPPORT "R"= Vendor Vendor Response: Vendor Response:
Required Response: Check if item has Describe or provide any
"O"= Check if item separate pricing additional information to further
Optional included in help with system evaluation
Proposed
System
TS 29.1 Responsive technical support via toll free telephone R y
number, email, on line chat
TS 29.2 Tiered levels of user access to technical support (e.g., R y
end user, system administrator, IT, etc)
TS 29.3 Notification of updates and enhancements and training R y
on how to use enhancements
104