Loading...
HomeMy WebLinkAbout16-184 - PerfectMIND - Parks & Recreations Records Management System16-184(b) Council Approval 6/17/24 AMENDMENT TO AGREEMENT FOR PARKS AND RECREATION MANAGEMENT SOFTWARE SYSTEM This Amendment II to Platform as a Service & Professional Services Agreement ("Amendment 2") is dated April 2, 2024 (the "Amendment Effective Date") by and between the City of Tukwila (the "Local Government") and PerfectMIND Inc. ("PerfectMind"). The Local Government and PerfectMind are also singularly referenced herein as a "Party" and collectively as the "Parties". A. The Local Government and PerfectMind entered into a Platform as a Service & Professional Services Agreement dated December 26, 2016 (the "Agreement") relating to the Local Government's use of PerfectMind's software as a service platform (the "Platform"). B. PerfectMind has developed a white -labelled mobile app which allows the Local Government's customers/end users to interact with the Platform to book classes, manage their profile and perform similar tasks ("App"). C. The Local Government wishes to use App and PerfectMind wishes to make App available for use by the Local Government. D. The Local Government and PerfectMind now desire to amend the terms of the Agreement, as set forth in this Amendment 2, to provide for the foregoing. NOW THEREFORE, in consideration of the premises, the mutual covenants contained in this Amendment 2 and other consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows: 1. Definitions Any capitalized term not expressly defined in this Amendment 2 shall have the meaning ascribed to it in the Agreement. 2. Amendments 2.1 PerfectMind will make the App available for use by the Local Government. The Parties acknowledge and agree that App will be provided to the Local Government as a New Features and Functions, to which a separate fee and separate terms will be applicable. 2.2 The definition of "Parks and Recreation Management Software" (PRMS) in the Agreement shall be amended to include reference to the App. The definition shall therefore be amended to read as follows: "Parks and Recreation Management Software" (PRMS) shall mean the software or technology platform, including any mobile application, provided by the Contractor as a service for the Local Government's use under this Agreement, as set out in the Schedules herein and, in respect of any mobile application, additionally as set out in the End User License Agreement in respect of that mobile application as notified by Contractor to Local Government from time to time. " Xplor Technologies - CONFIDENTIAL 2.3 "1.1 App Fee: The Local Government agrees to pay a setup fee of $2,000 (the "App Fee") to PerfectMind for access to the App. However, if this agreement is signed before June 30th, 2024, PerfectMind will waive the App Fee. 1.2 Annual Fee: The annual fee payable by the Local Government for access to the App will be $8,000 per annum. This fee will be prorated based on the date the Local Government gains access to the App. 1.3 Adjustment of App Fee: The App Fee will be due on the Amendment Effective Date and on every anniversary of the Amendment Effective Date thereafter. The final App Fee due on the last Amendment Effective Date anniversary before the end of the Term will be adjusted pro rata for the proportion of the year between such Amendment Effective Date anniversary and the final day of the Term. 1.4 Fee Increase: PerfectMind reserves the right to increase the App Fee annually by 5% or CPI, whichever is greater. During any extension term, the App Fee will be due and payable at the same time as the fees per section 7 of the Agreement. 1.5 Suspension or Termination: Notwithstanding any provision in the Agreement to the contrary, PerfectMind reserves the right to suspend or terminate access to the App in the event of any nonpayment of App Fees when due." 3. Miscellaneous 3.1 Conflict. Except as expressly described herein, the Agreement remains in full effect according to its terms. The Agreement and this Amendment 2 shall be read in concert to the fullest extent possible and be considered collectively as a singular agreement. In the event any of the terms and conditions of the Agreement conflict with the terms and conditions of this Amendment 2, the terms and conditions of this Amendment 2 shall prevail. 3.2 Severability. If any one or more of the provisions of this Amendment 2 are held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment 2, and this Amendment 2 shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The captions used in this Amendment 2 are for convenience and reference only and will not be deemed to limit, characterize or in any way affect any other provision contained herein. All provisions of this Amendment 2 will be enforced and construed as if no caption had been used. This Amendment 2 will be assigned automatically and only upon the assignment of the Agreement according to its terms. 3.3 Entire Agreement. The Agreement, this Amendment 2 constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede all previous negotiations, comments and writings by the Parties with respect to the subject matter referenced in each. The Agreement and this Amendment 2 may be changed only by a written agreement signed by both Parties. No oral agreement or conversation with any officer, agent or employee of the Local Government, either before or after the execution of the Agreement or this Amendment 2, shall affect, alter or modify the obligations hereunder. 3.4 Counterparts and Electronic Transmission. This Amendment 2 may be executed by the Parties in separate counterparts, which counterparts when combined are hereby deemed to constitute a single document, and the Parties may deliver executed copies of this Amendment 2 by means of electronic transmission and such copies will have the same effect as an originally executed document Xplor Technologies - CONFIDENTIAL TO WITNESS THEM AGREEMENT, the Parties have duly executed this Amendment 2 effective as of the date first above written. PerfectMind Inc City of Tukwila DocuSigned by: an/W ......................................................................................... ft,,6WXS AAttA,6�612712024 1 1: 6 PM PDT By: M -77v -M (Jun 21,202.4 [4:15 PIN� By: E wob, Nima Jazbi C4U Name: Name: Thomas McLeod Title: VP, Operations Title: Mayor APPROVED AS TO FORM EDocuSigned by: Ste, d C A4165E452 Office of the City Attorney Xplor Technologies - CONFIDENTIAL CONTRACT EXTENSION AGREEMENT Dated the 21 day of September 2021 BETWEEN: PERFECTMIND INC. ("PerfectMind") — and — CITY OF TUKWILA (the "Customer") WHEREAS: 16-184(a) Council Approval 10/18/21 A. The Customer and PerfectMind entered into, an agreement dated December 26, 2016 (the "Original Agreement") for the provision of PerfectMind Software as a Service; B. The parties hereby agree to extend the term of the Original Agreement in accordance with the terms set out herein. NOW THEREFORE, in consideration of the mutual covenants contained in this Extension Agreement and other consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows: 1. Definitions 1.1. Any capitalized term not expressly defined in this Extension Agreement shall have the meaning ascribed to it in the Original Agreement. 2. Extension The Original Agreement will expire on December 30, 2021 ("'Original Term"). Except to the extent otherwise provided in this Extension Agreement, the Original Agreement will be extended on the same tens and conditions for an additional five (5) year period (such period, the "Extended Term" and together• with the Original Term, the "Term"), which will begin immediately on the expiry of the Original Term. At the expiration of the Extended Term, the Term will be: automatically renewed for successive one year, periods (each, an "Additional Term") unless a party provides written notice to the other party of the first party's intention not to renew, at least thirty days before the expiry of the then -current Term. 3. Fees The Platform use fee during the Extended Term will be as set out in the payment schedule attached hereto in Exhibit A, payable by Customer in advance at the beginning of each 12 month period. The Platform use fee payable by Customer during any Additional Term will be the same as the fees for the last year during the prior term unless PerfectMind has given Customer written notice of a pricing change at least 90 days before the end of such prior term, in which case the new fee will be effective upon renewal and thereafter. 4. Conflict The provision of this Extension Agreement shall form part of the Original Agreement. Except to the extent otherwise amended in this Extension Agreement, all other terms and conditions of the Original Agreement shall remain the same, provided that in the event of a conflict between the provisions of this Extension Agreement and those of the balance of the Original Agreement, the terms and provisions of this Extension Agreement shall supersede those provisions of the balance of the Original Agreement with which they conflict, TO WITNESS THEIR AGREEMENT, the parties have duly executed this Extension Agreement as of the date first above written, PERFECT71)IN CITY OF TUKWILA By: By: Name: Nima Jazbi Name: Allan Ekberg 10/28/2021 Title: VP, Operations Title: Mayor APPROVED AS TO FORM: Office of the City Attorney 4 EXHIBIT A Extended Term Year Six (December 31, 2021 to December 30, 2022): $23,600 Year Seven (December 31, 2022 to December 30, 2023): $23,600 Year Eight (December 31, 2023 to December 30, 2024): $23,600 Year Nine (December 31, 2024 to December 30, 2025): $23,600 Year Ten (December 31, 2025 to December 30, 2026): $23,600 PerfectMind shall provide 4 hours of Complimentary Implementation Consultant Training and/or required Pro Services work per each Subscription Fee Year. If the City of Tukwila do not use the 4 hours within the fee year the remaining hours shall not roll over into the subsequent fee year. Any additional Training or Pro Services that are required after the 4 hours per individual fee year, shall be subject to the normal rate of $150 per hour. k 16-184 Council Approval 12/12/16 SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT BETWEEN PERFECTMIND INC. AND THE CITY OF TUKWILA DATED: Dec 26, 2016 TABLE OF CONTENTS PART 1 DEFINITIONS AND INTERPRETATION...........................................................................................1 PART2 —LICENSE...................................................................................................................................................3 PART3 —PROFESSIONAL SERVICES................................................................................................................4 PART4 —FEES AND PAYMENTS......................................................................................................................... 6 PART5 —USE OF THE PLATFORM.....................................................................................................................7 PART 6 —CONTENT, INTELLECTUAL PROPERTY AND PRIVACY.........................................................11 PART 7 TERM AND TERMINATION............................................................................................... ...............13 PART8 —CONFIDENTIALITY............................................................................................................................14 PART 9 —WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY............................................15 PART10 —GENERAL............................................................................................................................................18 Exhibits: Exhibit A — Platform Use Fees Exhibit B — Statement of Work Exhibit C — PerfectMIND Rates for Professional Services Exhibit D — Service Levels Exhibit E — Platform Features and Functionalities Exhibit F — Technical Requirements from RFP SOFTWARE AS A SERVICE & PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is dated December 26, 2016 BY AND BETWEEN: PerfectMIND Inc. AND The City of Tukwila ("PerfectMIND"), a British Columbia (the "City"), a Washington municipal corporation having an office at: corporation having an office at: 110-980 West First Street 6200 Southcenter Blvd. North Vancouver, British Columbia Tukwila, Washington V7P 3N4 98188 WHEREAS PerfectMIND wishes to license to Customer, and the 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 the City to whom an Account is issued; C. "Applicable Laws" means all applicable laws and regulations, including all applicable local, provincial, state, national and foreign laws, treaties and 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. "Confidential Information" has the meaning set out in §8.1; f. "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 "City Content" is Content entered, uploaded or inputted into the Platform by or on behalf of the City; g. "City Data" means information, materials, or data, including the City Content, entered, uploaded or inputted into the Platform by of on behalf of the City; h. "Enhancement" means enhancements, developments, modifications, updates, additions and improvements made to the Platform, other than New Features and Functions; i. "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 or delays, or hosting service provider failures or delays; j. "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; k. "New Features and Functions" means any update, revision, new version, new module or upgrade of the Platform made available by PerfectMIND from time to time (i) that adds new functions or features to the Platform and (ii) for which PerfectMIND charges a fee to its customers in order to obtain same; 1. "PerfectMIND Privacy Policy" means PerfectMIND's privacy policy made available at http://www.perfectmind.com/academy/privacy as amended from time to time; M. "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; n. "Permitted Purpose" means managing and operating the City's facilities located in the City of Tukwila, Washington including customer relationship management, facility bookings, membership sales, point of sale transaction processing and scheduling; o. "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 the 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 the City Content and City Data) and end user materials delivered therewith; p. "Professional Services" has the meaning set out in §3.1; q. "Statement of Work" has the meaning set out in §3.1; r. "Term" has the meaning set out in §7.1; and S. "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 PerfectMlND 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, fnm, limited liability company, partnership, syndicate, joint venture, society, association, trust or unincorporated organization or governmental authority 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 the 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 the 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 the City for access and use by Account -holders. the 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 the 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 the 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 the City first commences using the Platform. 2.3 New Features and Functions. PerfectMIND may, from time to time and in 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 the City for an additional fee. For clarity, in no event will PerfectMIND be obligated to provide any New Features and Functions free of charge. 2.4 PerfectMind shall obtain and maintain all business licenses as may be required by Applicable Law. PART 3—PROFESSIONAL SERVICES 3.1 Professional Services. The City may, from time to time, request PerfectMIND to provide customization and deployment services and other related professional services in relation to the 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 the City 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 the 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 the City have agreed upon the Professional Services described in the Statement of Work attached to this Agreement as Exhibit B. 3.2 Change Orders. The 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 the 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 the 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 the City or a third party shall be responsible shall be described in the Statement of Work. The City agrees to perform and cause the third party to perform such work functions and tasks in a timely fashion. The City agrees to provide or make available and cause any third party identified in the Statement of Work as being responsible for any function or task in any way related to the Professional Services 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 Customer 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. 3.5 Use of City's Facilities. For Professional Services to be performed at the City premises, the City will provide all work space, facilities and support that are reasonably requested by PerfectMIND. 3.6 No Liability for Others' Failure to Perform. The City agrees and acknowledges that PerfectMIND's performance of the Professional Services will be conditional upon, and subject to, the City's performance of its obligations hereunder and the performance by any third party identified in the Statement of Work 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 caused by a failure of the City to perform its obligations or the third party to perform its functions and tasks. 3.7 Third Party Hardware/Software. The 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, the City and/or the third party vendors of the software packages selected for use by the City will be responsible for the installation, acceptance and performance of the selected software packages. 3.8 Third Party Products. Where the Professional Services to be provided by PerfectMIND involve the acquisition by the 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 the 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 the City with respect to such products. 3.9 Use of Subcontractors. The City acknowledges that PerfectMIND may engage agents and subcontractors to perform any of the Professional Services described in a Statement of Work. PerfectMIND shall be responsible for the fulfilment of its obligations hereunder, notwithstanding the performance of any of its obligations by its agents and subcontractors. 3.10 No Recruitment. The City agrees that during the term of this Agreement, 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. The 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. 4.2 Platform Use Billing. The fees payable by the City for use of the Platform in each twelve (12) month period is payable in advance at the beginning of such period. PerfectMIND will invoice the City for such fees at the beginning of each 12 month period, and the City will pay each invoice within thirty (30) days after the date of the invoice; provided that the entire fee for the first twelve-month period in the Term is payable and due upon the signing of this Agreement. All amounts due by the City 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 the City agrees to pay all applicable sales, use, value-added and other taxes or similar nature 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 the City fails to make full payment within ten (10) days after written notice of the non-payment is given by PerfectMIND, the City will be deemed to be in default. The City will pay any and all collection costs incurred by PerfectMIND in collection of outstanding debts. 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 the City's right to use and access to the Platform if the City is in default with respect to its payment obligations. PerfectMIND reserves the right to impose a reconnection fee upon reactivation if any such suspension takes place. 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. 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 the City, amend the rate(s) for Professional Services. 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. The 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. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to the City. 4.6 Professional Fee Billing. PerfectMIND will invoice the 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 the City will pay each invoice within thirty (30) days after receipt of invoice, unless the parties agree otherwise in writing. The City agrees to pay interest at the rate set out in the Statement of Work, or if none specified at 1.5% per month, on any unpaid amounts from the date due to the date upon which the balance is discharged, such interest to accrue from day to day and be compounded on a monthly basis, 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 the City's receipt of PerfectMfND's invoices. 4.7 Taxes and Duties Relating to Professional Fees. All amounts payable in respect of the Professional Services rendered by PerfectMIND to the 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. The City will be responsible for paying all such charges and taxes in connection with the provision of the Professional Services under this Agreement. 4.8 Currency. All prices in this Agreement are in United States (US) dollars. 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 the 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. 5.2 Training. PerfectMIND will provide training to the City's staff during the implementation period as provided in Exhibit B. This training may be in the form of in-person/on- site training or remote/online training. The 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. The City may purchase additional training at PerfectMRND's posted standard hourly rate for professional services. For additional training purchased by the City, the 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. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to the City. 5.3 City Responsibilities. The 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 the City Data, including the City Content, and of the means by which the City 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 Purposes and in accordance with the documentation therefor and all Applicable Laws. 5.4 Prohibited Conduct. The City will not a. make the Platform available to anyone, or permit anyone to access the Platform, other than Account -holders; b. license, sublicense, sell, resell, publish, republish, transfer, assign, distribute, rent, lease or time-share the rights granted to the 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 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. post, upload, reproduce, distribute or otherwise transmit on the Platform (i) pyramid schemes, (ii) any material that 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 derivative 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; j. 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; In. 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 the City's employees, contractors, agents, or representatives, including Account -holders. 5.5 Commercial Electronic Messages. All email messages that the 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, the City will represent itself and/or its organization accurately and will not impersonate any other person, whether actual or fictitious. The City specifically agrees that (to the extent that the Platform permits it, and it is within the City's control to do so) for all messages that the City sends using the Platform (i) the "from" line of the message will accurately and in a non -deceptive manner identify the 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 the 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. The City will ensure that every message sent using the Platform will contain an "unsubscribe" link that allows recipient to remove himself/herself/itself from the 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. The City will promptly, and in any event no later than 10 days after the receipt of the request, give effect to any unsubscription requests it receives. The 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. The City acknowledges that the 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 the City to issue Accounts, to individuals selected by the 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 9 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. The City acknowledges and agrees that the City: a. is fully responsible for Accounts assigned by or at the request of the 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 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 the 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. 5.7 Usage Limitations. The following provisions apply with respect to the Platform: a. General Practices and Limits. The 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 the City Data, including the City Content, that may be stored on PerfectMIND servers (the "Storage Limit"); the maximum amount, speed and type of the City Data, including the City 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. The City agrees that the City's usage may not exceed such limits, and that it is the City's responsibility to monitor Account usage of the Platform. PerfectMIND covenants that the Storage Limit and the Usage Limit set for the 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 • Accountholders: Unlimited 10 • Email: 25,000 emails per month ($200 per month for additional 50,000 emails 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, 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 the City (collectively, "Third Party Content") and may be protected by applicable Intellectual Property Rights. During use of the Platfoixn, the 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 parry and the City. PerfectMIND and its licensors shall have no liability, obligation or responsibility to the City for any such correspondence, purchases or promotions. The City acknowledges and agrees that the City shall be solely responsible for obtaining necessary licenses, consent and permits from third -party providers with respect to any Third Parry Content or ancillary software, hardware, or services that the City may use in connection with its use of the Platform. 6.3 Feedback. From time to time during the term of this Agreement, the City and Account -holders may provide PerfectMIND with comments, suggestions, ideas and impressions of the Platform ("Feedback"). The 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. The 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 6.4 City Data. PerfectMIND does not claim ownership of, and assumes no liability or responsibility with respect to, any the City Data, including the City Content. As between PerfectMIND and the City, all right, title and interest (including Intellectual Property Rights) in and to the City Data will at all times be fully vested in the City, except that, by posting, uploading, III inputting, providing, submitting, entering or otherwise transmitting the City Data to PerfectMIND or any third party using the Platform, the City agrees as follows: a. the 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 the City Data 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. the City, and not PerfectMIND, 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 the City Data; and C. the City will have thereby confirmed, represented and warranted to PerfectMIND that the City 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 the City Data set above in subsection 6.4(a). 6.5 Privacy. PerfectMIND acknowledges and agree that the City Data may contain sensitive information, and, in connection therewith, (a) PerfectMIND will comply with all Applicable Laws relating to personal information privacy, including British Columbia Personal Information Protection Act 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 the City Data in both physical and electronic form; (c) the 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 the City, (d) PerfectMIND will not use the City Data for any purpose other than to provide the functionality of the Platform to the City and its users, to ensure adherence to or enforce the terns 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. 6.6 Record Keeping and Reporting. a. PerfectMind shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended, except those relating to fixed fees under this Agreement, and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City, acting reasonably, to ensure the performance of this Agreement. IRA b. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 6.7 Use of the Other Party's Name. Each party may use the other party's name in its news releases, marketing and promotional materials and the like provided that such will comply with any standards set by the other party from time to time. Each party will cease to use the other party's name upon any expiration or termination of this Agreement. PART 7—TERM AND TERMINATION 7.1 Term. This Agreement commences on the date first set out above and will continue in effect 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 year period, the Term will be automatically renewed for successive one year periods unless a party provides written notice to the other party of the first party's intention not to renew, at least thirty days before the expiry of the then -current Term. 7.2 Renewal Terms. The fees payable by the City during any such renewal term will be the same as the fee for the last year during the prior tern unless PerfectMlND has given the City written notice of a pricing change at least 90 days' before the end of such prior term, in which case the pricing change will be effective upon renewal and thereafter PerfectMind covenants that it will not increase the fees payable by the City for using the Platform during a renewal term by more than 30% over the fees payable. by the City during a prior term, provided that there is no material change in the City's number and size of facilities, revenue from the facilities, volume of the transactions processed, number and types of users of the Platform, number and types of members, and usage of features and functionalities within the Platform. 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 (30) days of the date of receipt of written notice thereof, provided that cure period with respect to default in payment obligations is ten (10) days; or b. the other party ceases to conduct business in the normal course; the other party becomes insolvent or bankrupt; the other party makes 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. I3 7.4 Payment on Termination. If this Agreement is terminated by the City due to PerfectMIND's default, then PerfectMIND will refund to the City an amount equal to the fees actually paid by the City for the year during which the termination occurs prorated based on the post -termination portion of the year. Otherwise, any termination of the Agreement will not relieve the City of its obligation to pay the fees payable to PerfectMIND for the Term of the Agreement for the use of the Platform nor does it entitle the City to any refund. Upon the termination of this Agreement, without prejudice to any other rights PerfectMIND may have, the City will (a) remit all fees payable for the Professional Services and Work Products accepted by the City prior to the date of such termination or suspension; (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; and (c) remit all such other costs of PerfectMIND, demonstrated to the reasonable satisfaction of the City, directly related to the permanent or temporary winding down of the Professional Services, work and deliveries which are being terminated or suspended. 7.5 Return of City Data. Upon request by the City made within 30 days after the effective date of termination or expiration of this Agreement (except in the case of PerfectMIND terminating this Agreement for cause under §7.3), PerfectMIND will make available to the City for download a file of the relevant City 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. After such 30 -day period, PerfectMIND will have no obligation to maintain or provide any such City Data and will thereafter, unless legally prohibited, delete all such City Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. Within 30 days of any termination for cause of this Agreement by PerfectMIND pursuant to Section 7.3, the City may request return of City Data, in which case the City will pay to PerfectMIND any fees outstanding prior to the termination of this Agreement plus any fee that PerfectMIND requests, based on the time required to accommodate the City's request regarding return of City Data, and upon receipt of such payments, PerfectMIND will make available City Data to the City for download as set out above. If the City does not make a request within the 30 day time limit or fails to make payments within Thirty (30) days after receiving PerfectMIND's fee request, the City's right to access or use City Data will immediately cease, and PerfectMIND will have no obligation to maintain or provide any City Data and will thereafter, unless legally prohibited, delete all such City Data in PerfectMIND systems or otherwise in PerfectMIND's possession or under PerfectMIND's control. 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 (except for §9.1) and Part 10. PART 8—CONFIDENTIALITY 8.1 Confidential Information. Neither parry 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 know-how, trade secrets of the other party, and such other information that is not in the public domain including, in respect of the City Data and, in respect of the Platform (collectively, "Confidential Information") that may come to its knowledge or 14 possession by reason of exchange of information under this Agreement or entering into this Agreement, except as required by law including the Public Records Act of the State of Washington. 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. 8.4 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 are subject to confidentiality obligations equivalent to the obligations imposed hereunder. Notwithstanding such disclosures, each party will be fully responsible for any breaches of confidentiality caused by such persons to whom the Confidential Information is disclosed as if such breach were committed by such party. 8.5 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. 8.6 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 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. PART 9—WARRANTIES, DISCLAIMERS, INDEMNITIES AND LIABILITY 9.1 PerfectMM Warranties. PerfectMIND represents and warrants to the 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; 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 software or hardware that the City uses to access or utilize, or otherwise in connection with, the Platform or the City Data, or failure to properly 15 configure the Platform for use in connection with such hardware or software is the cause of a failure or malfunction. 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. 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 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 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 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 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. 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. 9.5 Exception to PerfectMIND Indemnity. Notwithstanding §9.4, PerfectMIND will not be required to defend or indemnify any Indemnified Person if, and to the extent that, the Claim would not have arisen but for (a) any Indemnified Person's combination of the Platform or Work products with software, services or products not supplied by PerfectMIND, (b) any breach by an Indemnified Person of any provision of this Agreement, or (c) any refusal by the Indemnified Person to use a non -infringing version of the Platform or the Work Product offered by PerfectMIND under §9.7. 9.6 Indemnification by City. The City will indemnify and hold harmless PerfectMIND and its officers, employees and agents (collectively, in this §9.6, 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 City Data, or 16 the City use of City Data (a) infringes the Intellectual Property Rights of a third parry, or (b) is inappropriate, profane, defamatory, infringing, obscene or indecent or otherwise breaches any Applicable Law. 9.7 Additional Infringement Obligations. If PerfectMIND receives any knowledge of any Claim in respect of §9.4 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 the City to use the Platform or the Work Product, as the case may be, or such infringing part 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 the City a pro rata portion of the Platform use fees prepaid by the City for the period during which the Agreement is terminated. 9.8 Conduct of Indemnities. Each party acknowledges that the indemnifying party will be given complete authority for the defence or settlement of Claims indemnified hereunder, on the understanding that, in all events, the indemnified party will have the right (at its own expense) to participate in such defence or compromise through counsel of its choosing. 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. 9.9 EXCLUSION AND LIMIT OF LIABILITY. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS, LOSS OF MANAGEMENT OR OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF OR COULD HAVE FORESEEN SUCH CLAIMS. THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR DIRECT DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID TO PERFECTMIND BY THE CITY DURING THE THREE (3) MONTHS PRECEDING THE CIRCUMSTANCES IN WHICH SUCH LIABILITY ARISES (EXCEPT THAT NOTHING IN THIS PROVISION WILL LIMIT THE CITY'S OBLIGATION TO PAY THE FEES PROVIDED IN PART 4 TO PERFECTMIND). 17 9.10 Exclusive Remedy. This Part 9 states PerfectMIND's sole liability to the City, and the City's exclusive remedy against PerfectMIND for any type of Claim described in Part 9. PART 10—GENERAL 10.1 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 the City. If the committee is unable to resolve a Dispute within ten (10) working days, then the Dispute shall be escalated to a separate committee consisting of one (1) officer of each party — the Director of the City Service from PerfectMIND and an officer of equivalent position from the City. If this second committee is unable to resolve the Dispute within ten (10) working days, then the Dispute shall be escalated to another separate committee consisting of two (2) executive officers of each party — the CEO and the COO of PerfectMIND and two executive officers with equivalent positions with the City. Members of each committee shall act reasonably and good faith and attempt to resolve the dispute amicably. 10.2 Marketing. PerfectMIND may use the City's name, with an accurate reference to the City's use of the Platform, in PerfectMIND's marketing materials or on PerfectMIND's website, with a link to the City's website. 10.3 Notice. Any notice required or permitted to be given hereunder will 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 aftmail, with postage prepaid to the following: If to PerfectMIND: PerfectMIND Inc. 110- 980 West 1 st Street North Vancouver, BC, V7P 3N4 Fax: (855) 615-5253 Attention: Farid Dordar-CEO or Ali Sanei-COO If to the City: The City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington, 98188 Fax: (206) 768-0524 Attention: City Clerk cc:\Joseph Todd, TIS Director and CIO 18 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. 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, subsidiary or affiliate; (ii) an acquirer of assets; or (iii) a successor by merger, on written notice to the City. Any purported assignment 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 Washington, U.S.A, 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 King County, Washington, U.S.A., to which the parties hereby irrevocably attorn. 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 Enurement. This Agreement will enure to the benefit of and be binding upon the parties and their successors, trustees, permitted assigns and receivers. 10.10 Injunctive Relief. Each party acknowledges and agrees that a breach by it of the provisions of this Agreement relating to Confidential Information, Intellectual Property Rights, or restrictive obligations may result in immediate and irreparable harm to the other party for which compensation would be an inadequate remedy. Accordingly, each party acknowledges and agrees that the other party may seek, as a matter of right and without the necessity of establishing the inadequacy of monetary damages, injunctive or other equitable relief to prevent or remedy such conduct from any court of appropriate jurisdiction. 10.11 Entire Agreement. This Agreement together with any applicable Statement of Work 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 or 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. 19 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 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 No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 10.16 Software Source Code Escrow. Upon the request of the City and subject to the payment of the annual escrow fees, 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 and software keys (the "Source Code") with a third party escrow holder (the "Escrow Holder"). PerfectMIND will update the Source Code with all Enhancements and new releases and with any bug fixes or workarounds provided to the City. The annual escrow fees will be borne entirely by the City. The escrow agreement for the Source Code deposit will name the City as beneficiary and will provide for the release of the Source Code to the City if (i) PerfectMIND becomes insolvent; (ii) if any proceedings are commenced or taken for the dissolution, liquidation or winding up of PerfectMIND; (iii) or if a trustee, receiver or other person with similar powers is appointed in respect of PerfectMIND in respect of all or a substantially all of its property or assets; (iv) or if PerfectMIND ceases to carry on all or substantially all of its business; (v) 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; (vi) or PerfectMIND makes any assignment or proposal in bankruptcy 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 the City of its intention to acquire the Source Code. Upon the release of the Source Code to the City, the 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. 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 counterparts together 20 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 Agreement with effect as of the date first above written. PERFECTMIND INCA Per: (Signal re of P r. ectMIND Authorized Signatory) � Name: " Name: a� (Please Print PerfectMIND Signatory's Name) CITY OF TUKWILA Per: (Signature of City Authorized Name: A It (kA EKE / (Please Print City Signato arae) . Title: 5a Title: � 0. O r z) ; �'� (Please rik PerfectMIND Signatory's Title) 4' (Please Prinl City Signatory's Title) ,,)-4" " fZ-- 9 ►b 21 EXHIBIT A Platform Use fees PLATFORM The fees for the Platform use will be as follows: Year One (from December 31, 2016 to December 30, 2017): $19,818 Year Two (from December 31, 2017 to December 30, 2018): $19,818 Year Three (from December 31, 2018 to December 30, 30 2019): $19,818 Year Four (from December 31, 2019 to December 30, 2020): $19,818 Year Five (from December 31, 2020 to December 30, 2021): $19,818 EXHIBIT B Statement of Work Scope/Project Management and Planning PerfectMIND will be responsible for planning and managing the project, using best practices generally recognized as good project management methodology, and designating a Project Manager for the project, who will be responsible for: • Adherence to the project scope and schedule • Management of work activities including system design and installation, system configuration, data conversion, testing and quality assurance, administrator and end-user training, and go -live support • Coordination of resources, work sessions, and training • Communications • Managing project issues and issue tracking • Status reports • Available for status calls to provide updates • Working with the designated City project manager • Deliverable acceptance and sign -off The frequency and other details of status reports will be agreed upon during the discovery phase. In addition to the Project Manager, PerfectMIND will assign appropriate staff to complete the deliverables described in this Statement of Work, including at minimum: system installation, software configuration, data conversion, testing, administration and end-user training and go -live support. Timeline The City is planning to implement the solution with the following estimated timeline. PerfectMIND is expected to recommend an overall implementation plan and timeline based on their experience with implementations of similar scope and complexity. All dates are subject to change based on "Project Initiation" phase. December 2016 Contract Signature Jan 2017 Project kick off TBD Project Initiation TBD Software Configuration and Reports TBD User Acceptance Testing TBD Training and Documentation TBD Go -live Technical Requirements PerfectMIND will provide a SaaS solution, the only requirement for operating and using the proposed solution will be broadband internet connection and access to the internet via a web browser with all standard browsers being supported (recommended browsers will be communicated to the City during the implementation phase). City Testing PerfectMIND will develop a test plan for the City that covers system and functional, testing. After all of the components of the system have been completed, the City will conduct system and functional testing. The City will report any defects to PerfectMIND immediately for correction. If any defects are found, PerfectMIND will provide a plan to achieve acceptance or to make corrections or replacements. Training PerfectMIND will provide full training to system administrators and trainers (number of system administrator and trainers to be determined at the discretion of the City). PerfectMIND will develop a training plan for the City to fully prepare the system administrators to support the system. The training plan will include: • In-depth understanding of the system functionalities, including: ■ Security Settings Workflow Development ■ Report Development ■ Software Configuration • A review of best practices in the configuration and use of the system. • Training sessions on different modules of the system, including: ■ Contact/Account Management ■ Store/Point of Sale Training ■ Membership Management ■ Attendance Tracking ■ Billing Management ■ Activity/Program Registration ■ Facility Rental ■ Appointments and Private Lesson scheduling ■ Marketing ■ Staff Management ■ Accounting ■ Document Template creation and configuration • Troubleshooting PerfectMlND will provide technical assistance to the City's IT staff on the operation of the system. PerfectMIND will investigate and troubleshoot any technical issues with the system that the City's IT staff report to PerfectMIND. Post -live Support PerfectMIND will provide full application support during the week of go -live. PerfectMIND's project team will be available to provide go -live and post go -live support. The resource(s) will be accessible by phone and email to the system administrators. Future Services The ability to provide the services/products in this section may be required in the future. The City may request to add similar services or products in the future, including but not limited to: • New features or; • Features that were identified as Custom • Additional Reports and such similar services and products will be provided by PerfectMIND upon PerfectMIND and the City negotiating and entering into Statements of Work providing for same. Deliverables and Service Acceptance The City designee will formalize the acceptance of the service via written acceptance of the following acceptance forms: Acceptance Form A- Project Kickoff (Milestone 1) Purpose The purpose of the Project Kickoff Acceptance Form is to confirm that the project kickoff has occurred and the following deliverables are completed. Deliverables • Contract signature and execution • Planning of the project kickoff/discovery session • Resourcing and scheduling for the discovery phase • Preliminary review of the requirements by the project team prior to the first meeting • Creation of live production environment, which includes at a minimum: — Setup of the City's production environment on the cloud — System setups including backups and retentions — Database security setup — Setup of the monitoring tools and systems on the City's database — Basic configuration of the database with Parks and Rec Modules The work was completed on Accepted by: (City of Title: and accepted by the City. Date: (PerfectMIND): Date: Title: Acceptance Form B - Project Initiation (Milestone 2) Purpose The purpose of the Project Initiation Acceptance Form is to confirm that the project initiation is complete. Deliverables • Discovery phase, which will inform the detailed work breakdown structure and includes: — Existing database system discovery — Business process review and gap analysis — Activity registration overview — Facility configuration overview — Membership management overview — Store and point of sale overview — Marketing overview — Accounting configuration The Discovery phase may involve multiple meetings and communications to clarify and assist PerfectMIND in understanding the above areas further. • Project work breakdown structure includes: — Tasks and durations — Scheduling — Resourcing and assignments — Dependencies • Initiation of tasks listed under "Scope/Project Management and Planning" above, which includes: — Communications requirement — Project reporting requirements including the frequency and details of the status reports — Issue list/tracker requirements The work was completed on and accepted by the City. Accepted by: (City of Date: Title: (PerfectMIND): Date: Title: Acceptance Form C — Software Configuration and Reports (Milestone 3) Purpose The purpose of the Software Configuration and Reports Acceptance Form is to confirm that the software and reports configuration is complete. Deliverables • Application configuration and setup • Security and roles configuration • Setup workflows and business rules • Configuration and creations of the reports The work was completed on Accepted by: (City of Title: (PerfectMIND): Title: and accepted by Customer. Date: Date: Acceptance Form D — User Acceptance Testing (Milestone 4) Purpose The purpose of the User Acceptance Testing Form is to confirm that the system testing is complete and the system is functional. Deliverables The test plan including test scripts, schedule, roles and responsibilities, and definitions of passed/failed test is provided to the City and the City is coached through the testing phase. The City will conduct a complete test on the system to ensure the following is tested and passed: • System functions • Work flows and business rules • Reports The work was completed on Accepted by: (City of ): Title: and accepted by the City. Date: (PerfectMIND): Date: Title: Acceptance Form E - Training (Milestone 5) Purpose The purpose of the Training Acceptance Form is to confirm that the training is complete. Deliverables The training plan is complete and specifies the training schedule and curriculum for the recipients of system administrator training and end-user training. The City will confirm the following: • System administrators have been trained on all aspects of system configuration, individual and role - based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. • System administrators are able to complete new configuration items with minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. • Training materials and online learning center access have been delivered. The work was completed on and accepted by the City. Accepted by: (City of ) Title: (PerfectMlND): Title: Date: Date: Acceptance Form F - Go -Live (Milestone 6) Purpose The purpose of the Final Acceptance Form is to confirm that the system is operational. Deliverables The final data conversion has been completed and the system is pushed to the Production environment. The work was completed on and accepted by the City. Accepted by: (City of ): Title: Date: (PerfectMIND): Date: Title: Fee Payment Schedule Schedule Target Dates (Dates are 111year subject to change based on the "project Implementation subscription initiation" Phase) Milestones & Deliverable Amount Amount Payment Date Upon signing of the agreement Upon signing Dec 2016 Contract Signature and of the Execution Agreement $10,000 $0 Project Kick off (Milestone 1) • Planning of the project kick off/discovery session • Resourcing and Scheduling for the discovery phase Upon Jan 2017 • Preliminary review of the completion of requirements by the project Acceptance team prior to the first Form A meeting • Creation of the live production environment (Not available for customers to login) $4,400 $0 Project Initiation (Milestone 2) • Discovery phase • Project work breakdown Upon TBD structure completion of • Initiation of tasks listed Acceptance under "Scope/Project Form B Management and Planning" $4,182 $0 Software Configuration and Reports (Milestone 3) • Application configuration and setup Upon TBD • Security and roles completion of configuration Acceptance • Setup workflows and Form C business rules Configuration and creations of the reports $4,000 $4,954.50 User Acceptance Testing Upon TBD (Milestone 4) completion of Acceptance Form D $4,000 $4,954.50 User Acceptance Testing (Milestone 5) TBD • System functions • Work flows and business Upon rules completion of • Reports Acceptance $2,000 $4,954.50 Form E The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Professional Services. The City will reimburse PerfectMIND for all reasonable travel, living and other out- Training (Milestone 6) • System administrators have been trained on all aspects of system configuration, individual and role -based security profiles, enterprise silo security settings and configurations, document template creation, and report queries and changes. Upon TBD • System administrators are completion of able to complete new Acceptance Form F configuration items with minimal assistance from PerfectMIND. • End users have been trained on all aspects of the system and can complete tasks within the system. • Training materials and online learning center access have been delivered $4,000 $4,954.50 Go -live (Milestone 7) TBD The system is pushed to the Upon Production environment. completion of Acceptance $2,000 $0 Form G Total $34,582.50 $19,818 The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Professional Services. The City will reimburse PerfectMIND for all reasonable travel, living and other out- of -pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to the City. EXHIBIT C PerfectMIND Rates for Professional Services Optional Services Unit Price Description Importation of Data $150/hr Upon termination of this Agreement, PerfectMind shall supply to the City a basic export of the complete data in a format suitable for importation. Anything beyond will be charged at this rate. Professional Services $150/hr Services outside the agreed to Statement of Work that requires additional resourcing to accommodate the City's requests (other than development/programming). Integration to third party $250/hr Processing Integration with the the software City's preferred payment processor. Training $150/hr Any future additional training requested outside the Statement of Work. Development $250/hr Services outside the agreed to Statement of Work that requires additional development (programming). The above fees do not include any travel, living or any other out-of-pocket expenses incurred by PerfectMIND in providing Professional Services. The City will reimburse PerfectMIND for all reasonable travel, living and other out- of-pocket expenses incurred by PerfectMIND's employees and permitted subcontractors in providing the Professional Services. All such expenses for which PerfectMIND seeks reimbursement will be supported by documentation in a form reasonably acceptable to the City. EXHIBIT D Service Levels 1. Platform Uptime. 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 Platform uptime performance levels and will not be responsible for any failure due to a failure of the City's system(s) or a Force Majeure event as described in 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 the City, which may be email notification, cause the Platform to be unavailable for a period of time not to exceed 12 consecutive hours ("Planned Maintenance"). Planned Maintenance will be performed during the Maintenance Window, 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 (i) it is conducted during the Maintenance Window; or (ii) it is as result of remedial work necessary to address a material defect with third party software such as Microsoft@ operating system or SQL server. In this Exhibit D, "Maintenance Window" means between 12:01 am and 6:00 am Pack Time on any day. 2. Technical Support. Following the reporting of a problem by the City'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: `yF�24x7x365 Technical�Su oxt_ � � - _ � 1 - �Descri tion _ �r �`,„�Res oiisettme��..<s: _ ' w "Resglution Time The City report an incident via phone, A live agent will 85% of the incidents are email, or chat immediately discuss the currently addressed on issue with the City the first call The initial call requires escalation to The initial call will be 95% of the escalated Level 11 transferred to a Sr. live calls to level H are agent to further discuss addressed within the first the incident with the call customer The escalated call to Level R requires Level II agent will create Resolution time will escalation to the Development team a case for the follow the SLA table development team to below further investigate the incident _ ev Service Lel A re merit ` - -- - s Inciden'tleyel,� .x°"�:� '>s �' r Description ,�, 4 ;�.� ,c,,`a ``' ��c �ResolutlonrTime _ Critical This incident level is attained when the following conditions are met: - Complete inability to use the Platform; or - A reoccurring temporary inability to use the Platform Within the same business day High This incident level is attained when the following conditions Within 24 hours are met: - A significant degradation of the significant features or functions available on the Platform - Recent modifications to the Platform cause some significant features or functions to operate inconsistently Low This incident level is attained when the following conditions These issues will be reviewed are met: and prioritized according to the - A minor degradation of some significant features or severity of the issue. An accurate functions; or a degradation of some secondary features estimate will be provided to the or function occurs customer within a week after the incident is reported EXHIBIT E Platform Features and Functionalities 'erfectMind's Platform will include the following features and functionalities: • Built -In Reporting Engine A built-in reporting engine to help the customer to create reports. • Integrated Workflow Engine Generate workflows to streamline your team's processes and communications • Business App Store PerfectMind is adaptable through our community -driven App Store. • Open API Having access to an adaptable integration with external apps allows fluid interconnectivity and collaboration across platforms • 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. • 24/7 Customer Service PerfectMind provides 240 operation support using live agents/chat/email. 2ecreation 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. Customers 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. • 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 run 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 To keep track of your clients and contacts including organizations and families EXHIBIT F Technical Requirements from RFP Technical and Functional Requirements The matrices on the following pages identify the technical and functional needs that the proposed system should meet and provide the required format for vendor responses. Vendors must provide an answer for every requirement. If the requirement does not pertain to the proposal being submitted, "N/A" must be placed in the requirement. Leaving a requirement blank may deem the vendor non-responsive. Use this key to determine which code to place in each of the requirement matrices below. Solution "uirements Respo�ise �" Descir�pt�on Re System currently and completely MEETS requirement with no custom code and no additional ex}Lense. For example, this code should be used when the requirement 3 can be met by populating a table or modifying a screen so long as these tables or screen changes would not affect system update. System can MEET requirement with minor code modifications with no impact on future releases. Modifications are placed in production by the 2 implementation date with no additional cost for modification; Code the modification becomes part of the next system release. System currently DOES NOT MEET requirement and yp(W rewire modification(s). Testing and production of modifications will be in place prior to implementation date; however, the customer will assume a cost above the basic system cost for future updates. 0 System will not meet requirement. N/A The requirement does not apply to the proposal Provide additional information about your responses, especially: • If your description includes any features that are not part of the base system package. Comments . If your response includes use of third party software, ad-hoc query tools, "creative" use of existing features, or custom modifications. Although costs are requested in a separate section, please provide a realistic additional cost estimate with your solution, and whether that cost is due to additional software purchase or modification of work. PART 11 COMPLETE FOR ALL SOLUTIONS (REGARDLESS OF ON -PREMISE OR HOSTED) #�L�Requirements; y� '� 0C 014111 r x r ��H. +IE.x ��y`.."�+F"F.Fi'� Ib :.Gt anmti._-.v�``f.•.F'rhiv �u'�5,�.a•s-'+Y°�t''u�W���_�R'S YJd+-S:i`C& �"'3''�6._aL/'.SY General {' T.Ea Fp'- ;G :S 6� ui •F � sr`:� -.S.r_+X• %' yY' S[T' 'W� Mw'"� .� F � ��r �,R��'�...-.t-,..r�ae3rF'..�.,.5: T-1 Application can be modified and enhanced 3 Fields and objects can be customized to meet the City's business requirements through Admin Portal. An API is available while still maintaining vendor support. for all objects allowing for future growth and modification. T-2 User configurable menus, fields and 3 Fields and objects can be customized screens. through Admin Portal. Layouts can be customized based on user roles and privileges. T-3 Multiple security/limited view levels that 3 Views and can limited by role. include group, role -based or user access view, modify, report). T-4 Granularity exists in user security (i.e. page, 3 table, field level). T-5 User access can be integrated with 2 PerfectMind is integrated with Active Microsoft Active Directory. Describe what Directory for authentication. methods of directory synchronization/ federation you support, if any, and what your referred method is. T-6 Application provides for application and 3 See Appendix: API Integration. data integration via methods such as Web Services, REST. T-7 Ability to import/export data in a variety of 3 formats e.g. Excel, XML. T-8 Does your product integrate with Microsoft 3 Data can be exported in XML, CSV, Office e.g. export to Excel, Word, and SQL, PDF, and Word. Exchange? T-9 Ability for users to execute standard reports. 3 See Appendix: Reports and Data Migration. T-10 Ability for user to create ad-hoc queries and 3 See Appendix: Reports and Data reports with the ability to save these for Migration. future use. T-11 Solution includes on-line help, user manuals, .3 installation procedures, configuration and maintenance procedures, and operations manuals. T-12 Describe your typical average upgrade '3 See Appendix: Software Maintenance schedule (frequency of version releases, patches, length of time to implement, notification process) and documentation provided release notes). T-13 Live Customer Service support is available 3 See Appendix: Product Support for any issues Monday - Friday, 8 am — 5 pm (PST), or other reasonable time frame during typical business hours. Describe your support for any issues that occur outside of these times. T-14 Live support is available for system down 3 See Appendix: Product Support and payment processing issues 24 hours a day, 7 days a week. T-15 Support available via chat during open 3 I ickets are ioggea in internal Heip uesK T-18 support hours for quick questions. If this N/A and a report of tickets can be created T-19 function is supported, describe how the chat N/A and exported in CSV. T-20 conversation is retained, how it can be N/A T-21 produced for disclosure, and in what form it N/A T-22 will be. N/A T-16 Solution will work within the specifications of 3 PerfectMind is a SaaS model and works the Technical Environment outlined in on most modern web browsers. Flash, section 4 of this RFP. Provide Java, and other third party plug -ins are documentation of any exceptions to the not required. requirements and compatibility stated in Section 4. PART 12COMPLETE IFPROPOSED SOLUTIONIS ON -PREMISE (I.E. SOLUTION RESIDES AT THE CITY) T-1 7T- 17 I Support for Microsoft Windows Operating System 2012 N/A I PerfectMind is a SaaS platform. T-18 Number of virtual servers required N/A T-19 Operating System(s) with Version # N/A T-20 Recommended drive space requirements N/A T-21 Recommended RAM (GB) N/A T-22 Recommended # of processors ands eed if physical) N/A T-23 Pre -requisite configuration and software to be installed on Operatinq Svstem N/A T-24 Support for Microsoft SQL Server 2014 N/A T-25 Estimated database size requirements N/A T-26 Specific database configuration requirements, N/A if any Complete if proposed solution is hosted by vendor (i.e. Software as a Service) T-27 Is your environment Single or Multi -Tenant? 3 Ferrect mina is a muni- i enant If multi -tenant, how do you ensure environment. Each client has their own segregation of client data? dedicated database, which is encrypted. The front-end server would establish a secure and encrypted connection to that T-28 Is your back-up environment Single or Multi- 3 PerfectMind's backup is a Multi -Tenant Tenant? If multi -tenant, how do you ensure environment. Each client has their own segregation of client data? dedicated backup database, which is encrypted. The front-end server would establish a secure and encrypted connection to that specific database. T-29 Do you publish a standard Service Level 3 See Appendix: Availability Agreement? T-30 What is your application availability (show as 3 99.9% a ercenta e)? T-31 Do you outsource or subcontract any part of 3 Aws (Amazon) is our primary host and all the service you provide, including back-up back-ups are performed by PerfectMind re ositories? staff and hosted on AWS. T-32 Are back-up repositories maintained in a 3 See Appendix: Business Continuity and location separate from the primary Disaster Recovery Plan repository? What is the physical distance separating the two? T-33 In what country will client data (including 3 Client data will be hosted in the United back-up repositories) be located? States. See Appendix: Hosting Facility for more information. T-34 Do you have a disaster recovery and/or 3 See Appendix: Business Continuity and business continuity plan in lace? Disaster Recovery Plan T-35 In the event the user must implement a 3 Yes auto back-ups can be accessed Legal Hold, can automated functions such through Admin Portal. as overwriting of back-up tapes be stopped? T-36 Can specific data be deleted from the system 3 Data retention policies can be Specified by user once retention requirements have by the City. been met? Would the data be completely removed from the host site? T-37 Explain how the user can document or 3 See Appendix: Audit Log validate transactions that occur, i.e. log files, reports, beyond looking at raw data. T-38 Explain the process that would be followed 3 PerfectMind abides by all applicable should the host vendor receive a subpoena Washington and United States laws. or other request from a third party seeking Further details can be provided during the access to user's data. contract stage. T-39 Explain what protection user has against 3 Data can be exported by the City at any arbitrary cancellation of service in order to point in SQL or CSV format. Escrow is guarantee a reasonable chance for recovery available and can be discussed during the of stored data. contract phase. T-40 Is the site created with technology -neutral 3 Data can be exported in CSV and SQL storage and data interchange formats? formats. Explain portability of data to facilitate easy migration of data from the hosted solution in a readable format, including metadata. T-41 Would the City have access to (or will the 0 vendor provide) a site index or site map if needed for e -discover purposes? T-42 Provide a Standard Network Diagram. 3 Please see Appendix A.1.2 and A.1.3 END OF SECTION 5, 1 ACTIVITYRECORDS # ' Regwrements Code Comments' ARA Activity data fields are to include all of the 2 Any number of custom fields can be following elements: added through Admin Portal. PerfectMind ❑ Activity number (course number) does not currently have a prerequisite ❑ Activity name activity. ❑ Season (trimester) ❑ Category ❑ Sub -category ❑ Instructor Location — Parent/Child ❑ Staff supervisor ❑ Activity status ❑ Start and End Date ❑ Start date and time for resident, non- resident and member resident registration ❑ Minimum and maximum age by year ❑ Minimum and maximum age by month ❑ Minimum and maximum enrollment levels ❑ Prerequisite activity ❑ Text areas for catalog, receipt notes, and internal staff notes, supply lists ❑ Calculation and storage of all session dates, times, and hours ❑ Multiple activity fees per activity by defined criteria ❑ Class descriptions for parent and child activities (i.e. one description for overall day camp, and one description for each individual week of camp.) ❑ Scholarship Information AR -2 The software supports entry of all data 3 See Appendix: Activity Set-up elements defining an activity. AR -3 Define recreation activities by season (i.e. 3 See Appendix: Activity Set-up trimester or annual). AR -4_ Assign user -defined categories and sub- 3 See Appendix: Activity Set-up categories to recreation activities. AR -5 Indicate level of proficiency necessary for 3 See Appendix: Activity Set-up artici ation in recreation activities. AR -6 Assign a location including building and room 3 See Appendix: Activity Set-up in which a recreational activity will meet. AR -7 Track clients waiting for a specific class or 3 activity wait lists). AR -8 Ability to provide priority registration for 2 returning clients to the same activity in different seasons trimesters /sessions. AR -9 Provide the ability to batch roll over 3 programs. AR -10 Assign the time of day and day of the week 3 recreational activities are to meet. - # � Requirements Code � Comments AR -11 Automatically indicate next client on the wait 3 PO list of oversubscribed classes in the event of a cancellation or refund request by another client. AR -12 Maintain a description of all classes/ activities 3 offered. AR -13 The system will denote each activity that has 3 a waiting list for easy identification when viewing an activity list. AR -14 Allow the transfer of clients from one 2 With 3 clicks you can withdraw someone section, class or activity to another with from a course and refund the money as similar or different fees. credit, then use the same credit to register the client in a new program/course. AR -15 Provide the capability to manually 3 override/adjust class roster limits. AR -16 Identify activities that do not meet minimum 3 registration limits and provide a mechanism to easily cancel the activity from the same screen. ARA7 Provide an "instant" registration allowing for 3 real time client registration and confirmation/receipt emailing or printinq. ARA 8 The software will automatically calculate all 3 session meeting dates and generate a complete list of all dates, total session meetings and total session hours. AR -19 Special notes or prompts may be assigned to 3 individual activities; a special enrollment notes screen will automatically appear during any enrollment in this activity. AR -20 A participant can be enrolled in multiple 3 activities without having to reselect or re - input the participant's name each time. AR -21 A browse list of activities in alphabetical order 3 will display multiple field information from the courses. AR -22 The software must support the batch 3 advance of participants to the next age and/or grade level as a function of the system. AR -23 System allows new enrollment, refunds, 3 See Appendix: Activity Set-up adjustments, scholarships, transfers, wait list entries, credits (refundable and non- refundable) and voids. AR -24 The software must accommodate skip days 3 assigned to individual activities in addition to the skip days assigned globally. # r) Regwremeot� �F Code` y Comments AR -25 Software allows for "retiring" of enrollment 3 data and rosters at the end of a season to allow for easy setup of the software to handle the upcoming season. Retired data is stored in a historical file, and is accessible for marketing purposes. (Retiring should not be done automatically.) AR -26 Software will allow for registration of 3 participants into activities offered in multiple seasons at the same time, such as registration in both late Summer and early Fall programs. Software does not require one season to be closed before starting another, allowing simultaneous operation of multiple seasons. AR -27 Software operates simultaneously with and 3 See Appendix: Online Customer Access shares data with the Internet registration module to allow customers to register themselves into activities via the web. AR -28 When interfacing with league scheduling, the 3 League scheduling is being released in activity registration module can accept Q4 2016. enrollments into team sports activities and automatically add players onto a league scheduling team roster. AR -29 When interfacing with facility reservation 3 See Appendix: Conflict Management. module, the activity registration module will automatically calculate all activity session meeting dates and allow facilities to be scheduled and reserved as new activities are entered WITHOUT double -booking a space. AR -30 System includes a designated function that is 1 specific to group or mass registration, allowing a large number to be registered quickly. AR -31 System will allow one person to purchase 3 programs at different price points. For example; an adult can purchase 3 adult tickets at $74 each and 2 children tickets at $47 each fora performance. AR -32 Multiple instructors can be assigned to each 3 activity. AR -33 Software automatically checks and notifies 3 See Appendix: Conflict Management. the operator if there is a conflict with the attempt to enroll a participant into an activity. END OF SECTION RequirementSs, t Code Comments fik K x AR -34 System tracks all of�he following instructor 3 information: ❑ Instructor last name ❑ Instructor first name ❑ Address ❑ Multiple phone number(s) ❑ Indication of whether phone numbers can be released to students ❑ Instructor ID number • Instructor's skills • Instructor's attributes; i.e. certificates, awards, etc. ❑ Default type of payment, including fixed fee, percentage, or variable fee ❑ Link to instructor professional services agreement in Document Management System. ❑ Multiple instructor pay amount(s) for each instructor AR -35 System will be able to track multiple waivers 3 See Appendix: Online Documents. per registration, including Waiver of Liability and Photo Release Waiver. Scanned copies of waivers, or verification of electronic signature for online waivers, can be attached to each registration. Waiver status can be modified after the registration is completed. AR -36 System provides capabilities to scan and 3 See Appendix: Online Documents. upload any documents (e.g. annual waivers, contracts, etc.) to an individual account. AR -37 System will be capable of capturing data via 3 Custom forms can be created and custom forms (i.e. child information forms for modified when creating an Activity. camp programs, etc.). Custom forms can be developed by system administrators. END OF SECTION 5.2 CLIENT RECORDS �. ents Code Comments CR -1 -MAW Participant data fields include all of the 3 following: • First name • Last name • Middle initial • Address Multiple fields for phone numbers including area code Birthdate and auto -calculated age Residency status integrated with city GIS to automatically validate entry • Gender • Participant ID number • Family or household ID number • Denotation of head of household • Customer balance • Customer/account type • Text notes • Email address • Participant photograph CR -2 Software allows search on multiple fields 2 PerfectMind does not have a wildcard including the use of wildcard character(s). character for search CR -3 Track participant records by individual, 3 organization and household. CR -4 Software is able to use GIS or other mapping 3 GIS is in PerfectMind's immediate tool to verify a customer's residency status. roadmap and is planned to be delivered in Q3 2016 CR -5 System should have waivers with date range 3 of when waiver has expired. CR -6 Maintain participant liability waiver/release 1 history. CR -7 Maintain participant history of classes and 3 check against any prerequisites for registration. CR -8 Maintain participant photo waiver/release 3 histo . CR -9 Maintain a participant history file with 0 relevant medical history information within the HIPAA laws. CR -10 Provide additional fields for recording 3 See Appendix: User Accounts. demographic information on participants. CR -11 Maintain a participant history file with 3 See Appendix: Account Management. emergency contact including name, tele hone number, and relation to client. CR -12 Search for participants through use of bar 3 PerfectMind supports barcode code/magnetic stripe scan from ID card. functionality. CR -13 Allow storage of multiple addresses for a 3 client. CR -14 Support categorization of participant 3 See Appendix: Account Management. addresses (i.e. mailing addresses, mother's address work address etc.). CR -15 Allow special discounts for frequent or 3 special category participants. CR -16 Ability to apply payment to someone else's 3 account. Third -party payment. CR -17 Ability for client to create account online in 3 real time. CR -18 System offers ability to have people attached 3 See Appendix: Account Management. to more than one household and/or company — specifically for divorced households and various qups. CR -19 System has automatic search for duplicate 3 accounts, whereby duplicate accounts can be quickly, easily and automatically merged without losing transactional information. END OF SECTION 5.3 DESKTOP PUBLISHING IACTIVITYPROMOTION DP -1 Provide the ability to custom -generate a 3 Data can be exported in XML format and report usinq embedded InDesign Markup imported into InDesian. Language tags, including: • Activity and Course Title • Activity and Course Description • Course Number • Start and End Date • Start and End Time • Days of Week • Location (Facility and/or Room) • Direct URL for course registration • Instructor Name and Profile • Instructor Credentials Export should be to a text file, and have the ability to be customized. DP -2 Software will export activity data into a file for 3 use with a desktop publishing program for the production of an activity guide, course catalog, or activity flyers. . Provide the ability to export email addresses by account type (family, business, league contact), including: • Email address • Last name • First name • Account ID number The export should be to a CSV file. The export should be able to be filtered by any type of DP -4 Super users can access data within the 3 Users can access data using system via ODBC connection and role- PerfectMind's APIs. based permissions to data. Views created to pull the data into a usable format. Reports available as Views. END OF SECTION 5.4 Financia! Processing FP -1 Flag accounts with problems (i.e. missing records, balances due, duplicate accounts, etc.). FP -2 System allows unlimited combinations of 3 transactions from multiple functional areas on to a single receipt (e.g. process multiple activity registrations, reserve a facility, and sellapoint-of-sale item on a single receipt). FP -3 Allows for multiple customization of receipt 3 format. Different sites have different receipt formattingneeds. FP -4 Software allows designated fields to be 3 mandatory o fill out. FP -5 Provide the ability to reprint current receipts, 3 and to easily search historical receipts and reprint them. FP -6 Provide the ability to email receipts. 3 FP -7 Software must support the assignment of 3 multiple fees for each activity and the ability to assign each fee to a different revenue account. FP -8 Ability to link payments to specific 3 receivables. Example: Customer has booked three facilities for a total of $300. Customer wants to pay for the first booking and the last booking but not the second because they only have $200 available. The system correctly links the payment to the appropriate receivables. # = MOW -4, ✓, Code Comments FP -9 Software can interface to and automatically 3 trigger a cash drawer. FP -10 Software can maintain an audit log of 3 See Appendix: Audit Log automatic and manual cash drawer operations. FP -11 Software will produce customer invoices. 3 FP -12 Software automatically calculates the cost of 3 activities as participants enroll including calculating pro -rated fees for missed sessions. These fees may be overridden with proper securit /authorization. FP -13 Software allows deposit to be accepted for 3 activities, including partial payment at the time of enrollment and later collection of the remaining balance. FP -14 If a partial payment is received, software will 3 allow and automatically create a payment plan for the customer. Payment plan can be manually overridden. FP -15 Interface with accounts receivable and the 3 PerfectMind can produce a CSV file to be general ledger system to allow data imported into the financial system exchange in both directions. FP -16 A customer account management and 3 Standard report. accounts receivable system is included to track customer balances and provide reports for all payments coming due. FP -17 Individual instructor's pay calculation 3 PerfectMind has a dedicated staff methods can be entered for one or more payment and scheduling module that instructors per activity. allows for different pay rates to be Payment methods include: configured. • Percent of revenue collected • Fixed contract fee • Variable fee • Hourly pay • Any combination of the above FP -18 Software will produce instructor payment 3 reports, showing total of all payments due, payments made to date and balance owed. Calculations will be performed automatically, as necessary, by determining the payment type, number of students enrolled, etc. FP -19 Prompt the user when over- or under- 3 payment occurs. FP -20 System will track and record deposits from 3 activities, memberships, rentals and leagues. FP -21 Prepare periodic billing for activities, rentals 3 and memberships with balances. PerfectMind CONFIDENTIAL March 25, 2016 RFP 16700251.0 Page 30 - ,.. ,..�..�;:�',.:'' a..=---�-..��.�...' H 3 FP -22 .... Integrated credit card processing with EMV 3 PerfectMind is currently integrated to standards. payment processors including Moneris with EMV standards and the City can use those with free of charge for integration. If the City would like PerfectMind to integrate to any other processors, there will be an extra one time cost for inte ration. FP -23 Print client payment history. 3 FP -24 Allow billings to be split between individuals 3 and/or group. FP -25 Allow for refund processing of activity 3 registrations, rental -league, memberships, and de osits. FP -26 Allow both refundable and non-refundable 3 credits on client's account. FP -27 Able to create, generate and track 3 scholarships, family discounts, variable discounts, etc. FP -28 The software must allow for entry of rental 3 See Appendix: Facility Booking and charge data into a facility rental price list. The Equipment Rental. price list will be used automatically to price charge new reservations, including hourly charges and deposits. New charges include fees for deposits, rental, customer type, facility use type, scaled fees, group size, date/time of use, and appropriate facility charges. FP -29 Software must track revenue by activity, 3 See Appendix: Reports and Data activity group, room/facility or other user - defined subset. FP -30 Facility rental price list allows unique charges 3 See Appendix: Facility Booking and for each facility and variable charges based Equipment Rental. on customer types such as resident, non- resident, profit, non- profit. Software will allow entry of multiple customer types. FP -31 Facility rental price list entries to include 3 See Appendix: Facility Booking and identification and handling of deposits. Equipment Rental. The system will automatically generate a list of deposits to be refunded unless withheld for damage or other reasons. FP -32 Software is able to generate multiple tax 3 rates. FP -33 Software must track income and revenue for 3 See Appendix: Reports and Data each module's package type, broken down by individual fee charged, adjustments, and net revenue. FP -34 System is independent of the payment 3 PerfectMind allows you to work with your processor. choice of payment provider. If it is a processor that PerfectMind is not currently integrated with there may be a one-time fee for this integration. W r� Requirementss Code Comments PPR FP -35 System is able to apply multiple GL accounts 3 See Appendix: General Ledger and to any POS, activity, rental, membership or Accounting. lea ue. FP -36 Set up of an unearned/deferred revenue 3 account is optional within the system should the City decide to immediately recognize revenue. FP -37 System should be configurable to limit the 3 number of users who can flag GL accounts as taxable or non-taxable. FP -38 System has a full accounting audit trail that 3 See Appendix: Audit Log. shows who made a particular accounting transaction, what the transaction was and where, and what time it was made. FP -39 System should have a method for converting 3 outstanding balances from the old system to the new (unearned revenue, receivables outstanding, NSFs, credit card in process, etc.). FP -40 Ability to handle NSF checks. 3 NSF check can be tracked in PerfectMind, However, NSF fees won't be added to the balance automatically FP -41 Ability for Accounting and/or Treasury 3 See Appendix: User Accounts. divisions within Finance to have read-only access to account/master data setup. FP -42 Invoice search fields include but are not 3 limited to: dollar amount, customer number/account, customer name, account type, account number, street address, invoice date, transactional group (a configurable field for the purpose of distinguishing functional groups within the City). Ability to configure those invoice search fields by transactional group. FP -43 Overrides done only by high level user. A 3 Overrides can be limited to users that report that details all overrides over a user- have sufficient level of access. defined period of time (by user, terminal, date transaction overridden). Ability to block the capability to override a completed transaction. FP -44 System should be able to interface to/from 3 Credit card transactions are processed in multiple existing systems at the detailed real time. Any other integration can be transaction level. Update frequencies done through AN but may lead to extra between systems should be as close to real cost for the City for integration. time as possible. FP -45 "End of day" button or automated process 3 Credit card transactions are processed in that ensures transactions for the day are real time and cannot be modified reset or committed and cannot be modified by cashiers (with option to reset per terminal, location, by user, or any combination thereof)., # Requirements Code Comments FP Check endorsement, receipt, credit card 3 PerfectMind works with most vendor -46 swiping devices, credit card "dipping" supported terminals. functionality. FP -47 Software is compatible with new EMV 3 PerfectMind is currently integrated to terminal chip and pin/chip and sign payment processors including Moneris technology. with EMV standards and the City can use those with free of charge for integration. If the City would like PerfectMind to integrate to any other processors, there will be an extra one time cost for inte ration. FP -48 CVV or PIN credit card data is not retained 3 once a transaction is complete. FP -49 Software is compatible with printers capable 3 of franking checks with "Electronically Represented". FP -50 The system can issue refunds electronically 3 for any type of payment that originated with the system(permits, utilities, deposits, etc.). FP -51 If a refund is issued electronically, the 3 system knows if the credit card used for the original payment has expired. Approved staff can go into the system to provide options to change refund type from original payment type to alternate refund type for credit cards only and track reason for change (i.e. card cancelled, stolen, disabled, with comments). FP -52 Software only allows users with certain 3 Refund can be limited by role security clearance to complete refunds. FP -53 Sensitive customer data (bank card, bank 3 account number, customer's name and other identifying information) can be protected by restricting access to the data. FP -54 At maximum, only the last 4 digits of the 3 Only last 4 digits of credit card are saved credit card number will be retained. 3 digit in PerfectMind. CVC will not be retained. FP -55 System will record transactions when the 1 PerfectMind is a SaaS product and does network is down and upload transactions and not have the ability to process transactions confirm valid bank cards once the network is offline. back up. FP -56 System shall accommodate cash basis, 3 PerfectMind supports cash, accrual and modified -accrual, and other accounting modified accrual. methods. FP -57 Accounting basis can be set system wide or 3 by individual module (e.g. activity registration set to report cash=revenue while facility reservations set to report accrual). END OF SECTION �6,`i+`,Rw&5 , RegU Wlnents� � �C�ocle ?4` ��c^Y-s'<9.•^kC.`F`'7 'V:,'E':M­ � Comments � FP-58 System should incorporate Generally 3 Accepted Accounting Principles (GAAP), as ' it relates to Governmental Standards, in all modules. This includes, but is not limited to, internal controls, audit trail, revenue tracking, FP -59 System will allow sale of "gift cards" that can 3 See Appendix: Point of Sale (POS). be preloaded for a dollar value that can be used for any offerings in our Parks & Recreation organization. (i.e. membership, lesson program activity, etc.). FP -60 Gift cards are available with barcodes so 3 Gift Cards can be purchased online they can be purchased online. FP -61 Gift cards can be reloaded online in the 3 Customer can buy new Gift cards online customer's online account. FP -62 Software is compatible with printers capable 1 of endorsing checks. FP -63 System must be able to process payments 3 Create a non -stock item in POS for goods for goods and services that were not not in system. originated within the system. FP -64 High security level users are able to run end- 3 See Appendix: Point of Sale. of -day de osit reports for each terminal. FP -65 Ability to handle recurring payments utilizing 3 checkingaccounts or other method. FP -66 Payment schedules can be created on any 3 outstanding invoice. END OF SECTION 5.5 FACILITYRESERVATIONS # . �Requirements � Code � Comments FR -1 .; facility data fields are to include all of the 3 See Appendix: Facility? Rental following elements: • Facility Code/ID • Facility Name • Center/Complex • Address • Day and evening phone • Facility type • Area default usage type (hourly or daily) • Opening and closing times, Overlapping facilities, and facility attributes • Text facility notes • Facility and field "skip dates" • Default Use permit disclaimer • Custom contract form to use • Minimum reservation time, in minutes • Alternate contact • Alternate contact information (telephone number(s) • Closure information (holidays, maintenance, etc. FR -2 Software allows entry and management of 3 multiple centers, facility types, and facilities. Software can search for facilities based on any one or combination of parameters. FR -3 The software will automatically accept field 3 PerfectMind's League Scheduling and facility reservations as new league module will be available in Q4 2016. schedules are created, without requiring any duplicate or additional entry. Software will also allow the League Scheduling module to access field and facility reservation data so that it will create new schedules and "schedule around" any field dates and times already reserved or already in use. FR -4 The software must accommodate individual 3 skip days for each Center and Facility in addition to those days assigned globally. FR -5 Software able to provide security level 3 See Appendix: User Accounts restriction for booking facilities. FR -6 Software allows for user definable periodic 3 City can define data retention during retirement of old reservation data. Retired Discovery data is stored is stored until no longer needed at which time it can be deleted. FR -7 Software will allow reservations to be 3 processed for up to 5 years in the future. FR -8 The software allows for the tracking of 3 equipment inventory within each facility, center, and across facilities and centers. ;. # Requireme tg Code Comments ^ 4 FR -9 Any staff with the appropriate access may 3 enter a facility reservation. FR -10 Software to produce a facility statistics report, 3 See Appendix: Reports and Data with all of the following elements: Management • Center name • Facility type • Facility name • Total days available • Total hours available • Total days reserved • Total hours reserved • Usage percentage by day • Usage percentage by hour • Attendance/participation • Breakdown by usage type (activity, rental, league, admin booking, etc.) • Revenue by usage type • Revenue by room type/location FR -11 Software allows for default charges to be 3 entered for facility types and customer types. Charges can also be designated for individual facilities. FR -12 Software enables all of the following: 3 • Entry of new reservations • Generation of permit contracts • Generation of payment receipts • Prevention of facility double booking • Generation of custom set-up forms FR -13 Software allows multiple facilities to be 3 See Appendix: Facility Rental rented by a single customer in one step, without requiring multiple permits or duplicate data entry. FR -14 Software provides a user -configurable on- 3 See Appendix: Facility Rental screen scheduling calendar, which displays existing reservations and allows "point and click" selection (via mouse) of new dates and times to reserve. FR -15 On-screen scheduling calendar is user- 2 Increments are 10, 15, 30 and 60 configurable to view by day, by week, or by minutes month at a glance. Time increments in the scheduling calendar may be set as low as 5 minute increments up to 2 hour increments. FR -16 Software handles 24 hours, overnight, and 3 multiple day reservations. FR -17 Software allows searching for unique 3 In PerfectMind specific search terms can keywords within specific facilities, such as be attached as "amenities" inside of searching meeting rooms by also being able facility. to specify that the desired room must have a cable TV hookup. FR -18 Software will search and display for multi -day 3 or multi -facility reservations. FR-19 The software will allow attachment of one or 3 See Appendix: Facility Rental more user-definable Condition of Use text boxes along with each reservation that is processed. The disclaimer text will appear on ermit contracts that are produced. FR-20 The software will allow reservations to be 3 PerfectMind reservations are always processed for individuals, companies, or linked to an individual and that individual both. If the reservation is for a company, the can be part of any account (family, software will allow entry of the agent or organization, team, etc.) contact persons. FR-21 Software to track event name and number of 3 See Appendix: Facility Rental persons attending for each reservation. After the reservation is completed, the event name is displayed in the scheduling calendar. FR-22 Software to allow entry and storage of 3 See Appendix: Facility Rental standard set-up instructions, which can be individually stored and customized for each type of facility. When a reservation is processed, the software will allow attachment of standard set-up instructions, and also allow entry of specialized or custom set-up instructions. FR-23 Software to notify a user or participant if 3 See Appendix: Facility Rental there is a conflict with the time they are attempting to reserve. FR-24 Software must produce reservation permit 3 Each contract can have multiple contracts on demand or printed in batches. reservations under one contract that can be pqnteq as a batch. FR-25 Software allows reservation permit contracts 3 to be emailed as PDF files. FR-26 Software allows reservation inquiry by 3 person's name or facility name, and provides printed reports or on-screen preview of all reservations. FR-27 Software produces a reservation master 3 See Appendix: Reporting. report, including all of the following options and data elements: • All reservations for a specific center • All reservations for a specific facility; meeting room or ball field • All reservations for a specific date range • All reservations for a specific customer • Combinations of the above FR-28 Software produces graphical usage 3 calendars, in monthly, weekly, and daily format. These calendars can be printed or viewed on-screen. Usage calendars should include reservations, activities, leagues, and administrative bookings. FR-29 Software to produce a facility event set-up 3 report for the maintenance staff, which includes all facility use for a selected date ran e, and includes set-up instructions. END OF SECTION 5.6 General GN -1 Proposed software is currently mstaiiea and S operating at other customer locations in the FR -30 Software allows existing permit contracts to 3 be recalled for editinq and changes. FR -31 Software will eliminate charges associated 2 Custom workflow can be created in with an individual reservation due to rain -out Admin Portal to accomplish this. No but maintain the reservation on the facility custom code is needed. This functionality calendar. is in PerfectMind's immediate roadmap. FR -32 System should allow for accounting 3 separation of damage deposit and down payments. The two are often handled differently and it would be easier to track. FR -33 Booked events show whether they have 3 See Appendix: Reporting been paid in full on the facility calendar. FR -34 Software allows existing permit contracts to 3 be sorted by event date or chronologically. FR -35 Automatic update of contract booking 3 Amendments to a contract are viewable GN -6 invoices when financial changes are made to 3 inside of the reservation and non - booking contract. Non-financial changes are financial adjustments can be made. tracked as amendments. END OF SECTION 5.6 General GN -1 Proposed software is currently mstaiiea and S operating at other customer locations in the United States with the proposed modules and configurations. GN -2 Facility reservation software will generate 3 PerfectMind's League Scheduling league scheduling based on existing field module will be available in Q4 2016. usage and reservations to ensure there are no conflicts. GN -3 All software modules may operate 3 independently but have the ability to share common data for participants and companies with the other software modules. GN -4 Ability to generate Ad-hoc reports through 3 See Appendix: Reporting use of ueries on the fields of the screen. GN -5 A printed user manual must be provided with 3 the software in addition to online context sensitive help. GN -6 Software allows entry of global skip days, 3 such as Christmas Day. These skip days will apply to all software modules but may be overridden manually with proper security/ authorization. GN -7 Software offers security features to 3 See Appendix: User Accounts. grant/deny access to software functions for each user to the menu level. System provides user definable security supporting the restriction of access to system functions at the screen and function level. a # Regwrements Code b ' h Comments GN -8 Information inc ludedin common data tiles 3 See Appendix: Account Management. such as address, telephone number, etc., can be updated, changed, or deleted entirely from within each individual software module. This information can also be updated without entering any of the software modules through the use of account or client module. GN -9 The software allows entry of a table that 3 Zip code tables can be specified in includes all pertinent zip or postal codes and settings menu. the corresponding city. During enrollment, the staff may enter a participant zip code, and the software will pre -fill the corresponding city name automatically. This table must be used by all software modules in the system for this type of information. GN -10 System provides test and or training 3 A sandbox environment can be provided environment to sample data to demonstrate to the City for the purpose of training and the functions available and aid in learning the testing. This sandbox will contain real new system. Describe any test or "sandbox" City data to closely mimic the production environments you would provide to the City environment for realistic training of Tukwila. scenarios. GN -11 Software can operate individually or operate 3 New browser tabs can be opened to simultaneously and share data with allow software to operate "companion" software modules to provide an simultaneously. integrated solution. GN -12 System must have mechanism to list staff 3 and instructors. GN -13 System peripheral devices are as small and 3 See Appendix: Supported hardware. quiet as possible (e.g., receipt printers). GN -14 System can require passwords to be 3 changed at least every 90 days. GN -15 System is set up to allow for dashboard 3 See Appendix: Reporting functionality that is easy to set up. GN -16 System is able to utilize a variety of social 3 See Appendix: Email and Marketing. media outlets for marketing. GN -17 Mechanism in place to transfer credits and 3 Data migration is included with outstanding balance from old system to the professional services as part of this bid. new system. GN -18 System is able to set up email reminders for 3 a determined time for programs, personal trainer, tennis or tee times, etc. GN -19 Ability to create and track employee tasks 3 Task feature allows you assign and track related to customers and displayed on tasks, customers, profiles. GN -20 Digital registration kiosk for new customers 3 See Appendix: Activity Set-up allowing them to create their accounts, sign waivers, and opt in or out of text messaging and e-mail lists. GN -21 Digital waiver kiosk where customers can 3 update online waivers. .4z # �Requirements�'�y r �-A-"x`3, Cdeo��mments��. �"ow:.�2s' �,'^+�� �?,�' r ��..ahc✓.is:e.:`fP �z�-.`��. W^..vb�.n,-Ski �".++F li`�crS' . u-+a..�=' —+4+� t^ ,d: l,U GN -22 Online waiver process that is digitally secure. 3 Wavier is stored in Documents folder Customers are required to sign off on their under each customer file. See Appendix: family members. Describe how the waiver is Account Management. retained and how it can be produced if needed and in what form it will be. . GN -23 Digital waiver tracking on every roster so any 3 staff member can easily denote which customers have not signed an active digital waiver. GN -24 Online waiver process guarantees waiver is 2 signed before registration to any program. GN -25 Event reminders can be emailed or sent via 3 Reminders can be specified when text "X" number of days prior to event. creating an Activity. Customers have a choice . to opt out of reminders. GN -26 Mobile responsive page that can link to an 3 See Appendix: Online Customer Access. external Parks & Recreation website for display of open programs and registration in those programs. GN -27 Ability to pro -rate classes. 3 GN -28 Resident/non-resident fees at the product 3 Each product can have any of pre - level. defined fees. GN -29 Promotional discounts can be entered by 3 using a promotion code. GN -30 Medical notes can be entered at registration 1 Health information and alerts can be and those notes optionally shown on every entered under a customer's account roster for that participant, allowing for staff however, PerfectMind is not HIPAA awareness of customer health, within HIPAA compliant. laws. GN -31 A camp check-in tool for facilitating the 3 Childcare module allows for this. check- in process of large numbers of campers. GN -32 A class check-in tool for facilitating the 3 check- in of large numbers of attendees on the first day of registration. GN -33 Registration and waiver kiosks that off-load 3 See Appendix: Activity Set-up. front -desk registration and waiver input to self- service kiosks. GN -34 Custom registration forms with custom fields 3 See Appendix: Activity Set-up. are available at the time of program registration. GN -35 Custom event forms with custom fields are 3 available at the time of the event. END OF SECTION 5.7 LEAGUE SCHEDULING s�'�� wif .z : ,. N .."p`ri ,,., / a::.,.. :m,:,�er f v �``+"''�` ,,,,.uf5-i Tlx""". #,F�� Requirements AF� Codey , jCommentsr�-,� 3' ':..o-� __xse�.',z-r.':3.'-3:'3w:'tL,Lr''k'",iE.l",af .5� ..: if.'<�-'a�"r'_s +.s.?:`•,�4., �,s�Es'-i ^' s%'.`e�' ,:,eNr<�3zz '=ks� : LS-1 The software must accommodate individual 3 PerfectMind's League 5chedunng skip days for each league schedule in module will be available in Q4 2016. # Requirements - Code Comments LS-2 Software to track categones, such as 3' PerfectMind's League Scheduling softball, and allow multiple schedules to be . module will be available in Q4 2016. roduced for each category. LS-3 Software to track team data, including team 3 PerfectMind's League Scheduling name, manager name and address, and any module will be available in Q4 2016. time restrictions when teams cannot play. LS-4 Software must be capable of creating 3 PerfectMind's League Scheduling schedules without relying on pre-existing module will be available in Q4 2016. scheduling templates. LS-5 Software must be able to read data on 3 PerfectMind's League Scheduling existing field reservations, and create new module will be available in Q4 2016. schedules around any times currently reserved. If a time is reserved, the software must attempt to schedule the next available time that day or the next game day if the time exceeds the hours of operation for the facility. LS-6 After a schedule is produced, the software 3 PerfectMind's League Scheduling will automatically create field reservations in module will be available in Q4 2016. the facility reservation module without duplicate data entry. LS-7 Software must be capable of producing 3 PerfectMind's League Scheduling schedules based upon a user-specified module will be available in Q4 2016. number of round robins and a user- specified number of weeks. LS-8 Software must allow the user to specify the 3 PerfectMind's League Scheduling number of times per week a team will play up module will be available in Q4 2016. to the maximum number of identified game days per week. The software will then use this information in scheduling the league. LS-9 Software must use time restrictions entered 3 PerfectMind's League Scheduling for each team to prevent automatic module will be available in Q4 2016. scheduling of games during these restricted time slots. However, the system must include a mechanism for manually overriding these restrictions with proper security/authorization. LS-10 Software must allow the user to define 3 PerfectMind's League Scheduling multiple time-slots for each play day of the module will be available in Q4 2016. week, such as 6, 7, 8 and 9 pm on Monday evenings. LS-11 Software must be capable of automatically 3 PerfectMind's League Scheduling scheduling dissimilar times on different and module will be available in Q4 201& multiple days of the week, such as only 7 pm on Mondays, but also 1, 2, 3 or 4 pm on Saturdays. LS-12 Software must be capable of automatically 3 PerfectMind's League Scheduling scheduling double headers. module will be available in Q4 2016. LS-13 Software to create schedules for as few as 3 3 PerfectMind's League Scheduling and up to 99 teams. module will be available in Q4 2016. LS-14 If double headers have been specified, the 3 PerfectMind's League Scheduling software must allow the user to choose module will be available in Q4 2016. whether or not to schedule the double headers back to back. ..-"AM ) 4F '' +t� r� "v- K = � � ..:. ,� �, � df ( 'ti °c �b � fY, ,�`.a• *^`-�"nz�- ,� .%� } �_; ^�^ '"4. _. �`y4Y. S a�.v. •�'�'�..:..�� �aa..,��,,:.,es.r..w...� :..'_��,�.� 'sy' �.'S �ry �.ix,.r...-.-3.. �..,w�^....,...d�.t..:..i�.i ..t- ,.,«, LS -15 .iw.,.._.�_tI Software must automatically balance 3 PertectMind's League Scheduling schedules, and offer the following balancing module will be available in Q4 2016. methods: • Balance time slots evenly for each team • Balance time slots evenly for each team, with no time slot gaps • Balance sites/fields assignments evenly • Balance sites/fields assignments evenly, with no time slot gaps • Balance sites and time slots evenly for each team LS -16 Software must be capable of creating 3 PerfectMind's League Scheduling schedules using a single field or multiple module will be available in Q4 2016. fields. LS -17 When automatically creating a schedule, the 3 PerfectMind's League Scheduling software must identify conflicts that cannot module will be available in Q4 2016. be resolved by the system. The user must then be permitted to manually resolve the scheduling conflicts. LS -18 The software must include an on-screen 3 PerfectMind's League Scheduling customization feature, which displays the module will be available in Q4 2016. entire schedule and all pairings, and allows the user to make changes to existing schedules, If changes are made, the software must automatically detect and prevent corruption of the schedules such as double scheduling of games and double scheduling of fields. LS -19 The software must allow scheduling of 3 PerfectMind's League Scheduling umpires/referees automatically but make it module will be available in Q4 2016. possible for users with the appropriate access to manually override any assignments. LS -20 Software uses an algorithm -based 3 PerfectMind's League Scheduling scheduling method. module will be available in Q4 2016. LS -21 Software to produce all of the following 3 PerfectMind's League Scheduling reports: module will be available in Q4 2016. ❑ Numbered pairing schedule ❑ Team name pairing schedule ❑ Individual team schedule ❑ Game distribution report ❑ Site distribution report ❑ Time distribution report ❑ Team vs. Team distribution report ❑ League ranking report ❑ League box scores report LS -22 Software must track scores and standings 3 PerfectMind's League Scheduling allowing entry of scores after games have module will be available in Q4 2016. been completed. LS -23 The software must accommodate scheduling 3 PerfectMind's League Scheduling track and field events. module will be available in Q4 2016. #NARequirements Codew aw Comments , LS-24 Software must have a mechanism to 3 PerfectMind's League Scheduling generate suspensions for teams or module will be available in Q4 2016. individuals. LS-25 Activities can be designated as team sports, 3 PerfectMind's League Scheduling such as soccer. When identified as a team module will be available in Q4 2016. sport activity, the software will: ❑ Automatically track player and team names during the enrollment process ❑ Track the maximum number of players per team and prevent over-enrollment ❑ Automatically assign players to teams if desired by staff ❑ Produce activity rosters that are sorted in order by teams and players ❑ Allow manual override of team assignments ❑ Allow players to be transferred between teams ❑ Ask for T-shirt size LS-26 Software must allow user-definable scoring 3 PerfectMind's League Scheduling methods in addition to the standard scoring module will be available in Q4 2016. methods. An example would be awarding points for sportsmanship. LS-27 System must allow for referees, coaches and 3 Coaches/volunteers can log into system team members to access information about to view their schedule if they have been their team, league, practice and game given that level of access, schedules, playoffs, etc. LS-28 System must allow for online display of team, 3 PerfectMind's League Scheduling league, practice, and game schedules, module will be available in Q4 2016. playoffs, standings, etc. LS-29 System can assign games to any field or 3 PerfectMind's League Scheduling court and create balanced match-ups. module will be available in Q4 2016. LS-30 Team fees can be tracked by team invoice, 3 PerfectMind's League Scheduling pay by individual, or both. module will be available in Q4 2016. LS-31 Team builder that allows for individual 3 PerfectMind's League Scheduling registrants to be easily grouped and placed module will be available in Q4 2016. on teams based on criteria they entered as part of registration. END OF SECTION 5.8 MAILING LISTS ML -1 I Software supports the creation and tracking 3 of an unlimited number of mailing lists. ML -2 Mailing labels and email lists can be 3 produced for any individual or combination of rosters. ML -3 Mailing labels and email lists can be 3 produced for all or groups of instructors. # Requirements Code -men t ., - ML 4 Mailing labels and email lists can be 3 generated to capture: • Participants • Specific city or combination • Specific zip code or combination • Resident or non-resident status • Age • User Group • Season (trimester) • Gender • Specific activity or combination • Last registration date • Activity wait list status • Combinations of above ML -5 The system must provide a mechanism for 3 individuals to opt out from all mailing lists, while still retaining an email address in the system. System should show staff that they have opted out. ML -6 Software must allow an unlimited number of 3 mailing lists to be associated with a facility, registration, membership or league scheduling. ML -7 Software must allow mailing lists to be 3 exported to a comma -delimited format with the following fields: • Last name • First name • Email address • Participant ID number • Mailing list name • User -definable field(s) Export must be compatible with ConstantContact or other export tool. ML -8 Mailing list functionality (i.e. ability to access 3 email functionality, etc.) must be able to be restricted based on user security permissions. ML -9 Email marketing capability includes an email 3 template editor, custom tags, and email customer filtering. ML -10 A SMS / Text messaging option for all 3 SMS/text messages will be sent to customers. Describe how the messages are customers via a generic number with any retained, how they can be produced for message that has been pre-set by the disclosure and in what form it will be. Cit ML -11 Tracking of all text and email messages sent 3 A record of all emails will be attached to to a customer and display on their profile. all recipients' profiles ML -12 Software allows mailing lists to be generated 1 This functionality is in PerfectMind's by user defined geographic region or by immediate roadmap. using GIS tools. .y L+: �.i V.. 'r. \:t'v K"J`d.`CNJ;=' �i,`:iti -4 ,'' �'£' t = -F y, fi,: �" . i� .� t3^,:Y �*i�' >, . ��3 S0. r ;rhri� ; �r�� Requirements>. ''$t'� eM 9.+s'c�wx ,�..rkFa"k .'i.�'*C` v �tCode Snyar3F-i --•C 7. .�A a.°a'S' 1: st.1`% ��`��n fi; ak' r>`4 '+` a .aay'. c, . " � � z Comments �.�StC�, G_?;s'??'.'a�..3h.`,SiC'+'...: `� ri•.a'n�9��7"6i..- MLA Customer has ability to opt -in to customized 3 See Appendix: Email and Marketing mailing list by group or activity as set-up by Application. staff. END OF SECTION 5.9 MASTER RECORDS a> :s,,,l' ..i ,�;r equirements., ' 'xg �fi M!'101 r ode Comments guar ,r- G_?;s'??'.'a�..3h.`,SiC'+'...: 1M�`tia'K�'r.:;iic..?.'i�"'+,'w1:',"�a'�ua-i.�:d'^::.,.�., MR -1 Maintain a master listing of all facilities 3 See Appendix: Facility Booking available for class activities including a description, address and directions. MR -2 Maintain a master list of all rooms within a 3 See Appendix, Facility Booking facility including occupancy limits and description of room. MR -3 Maintain a master listing of instructor profiles 3 including address, telephone,.and certifications/qualifications. MR -4 Maintain a master listing of all participants 3 and family account information. MR -5 Maintain a master listing of all leagues and 3 PerfectMind's League Scheduling teams. module will be available in Q4 2016. MR -6 Maintain a master listing.of all 3 memberships. MR -7 Maintain a master listing of classes/activities 3 including detailed descriptions. MR -8 Ability to revise notes, comments, etc. for 3 each activity by season i.e. quarter). . MR -9 Ability to update/revise master listings. 3 seasonally (by trimester) for any circumstances related to that season (trimester . END OF SECTION 5. 10 MEMBERSHIP - - _ M-1 Membership data fields are to include all of 3 ❑ Membership package number the following elements: ❑ Membership package name/type • Membership package number ❑ Variety of membership package and • Membership package name/type extra fees (including taxes) • Variety of membership package and ❑ Discount extra fees (including taxes) ❑ Duration (in days; can set for any • Discount amount) • Duration (in days; can set for any ❑ Maximum number of uses amount) ❑ Expiration dates • Maximum number of uses ❑ Daily pass ID Expiration dates ❑ Package description • Daily pass ID ❑ General ledger account(s) and • Package description amount/percent breakdown • Minimum/maximum age ❑ Areas for adding text for membership • General ledger account(s) and description, receipt notes, internal amount/percent breakdown staff notes • Areas for adding text for membership description, receipt notes, internal staff notes M-2 Software allows memberships to be renewed 3 See Appendix: General Administration. using the same/prior pass numbers. Software supports use of existing membership cards and barcodes without re- issue, at front desk or online. M-3 When card is scanned, it records the visit 3 and brings up a picture of the cardholder, so identity can be verified. M-4 Software allows for programmable sounds 3 for when card is expired, user birthday, etc. M-5 Software shows credits and refunds of 3 Account module shows credits and memberships. refunds for each customer. M-6 Software handles sales of daily passes. 3 M-7 Software allows pass numbers to be 3 See Appendix: General Administration. assigned to a customer either at the time of sale or at a later time. M-8 Software allows multiple memberships on a 3 single card. M-9 Software supports use of bar code scanning. 3 M-10 Software supports manual/keyboard member 3 barcode/lD input in case of scanner failure. M-11 Software is compatible with creating 3 membership cards with barcodes, using equipment that is either in place or optionally available. M-12 Software is capable of interfacing with 3 identification card production systems. ��.su�� M EW i .Iytc OMI �G^' '. �.% r?'C3x�� 1MRequirements -3. 'a "'' xt HPak gip{ d �,4u�. ���i�..�"�a'7,�.3i!1'i3.:-'�£:,'d'?����:e'"�? 1.. ,'��•i• ,�.,�+ M-13 When the bar code reader scans a 3 See Appendix: Point of Sale. membership card, it automatically verifies the card to be valid and updates the member's POS -2 attendance record. 3 Accounting module allows a user to M-14 Software produces a visual and audio 3 make Journal adjustments if they have warning if a scanned membership card is sufficient privileges. POS -3 invalid. 3 See Appendix: Point of Sale. M-15 Software supports single membership for 3 family on multiple cards. For each member their visit would be recorded regardless of POS -4 the card used against the single 3 See Appendix: Point of Sale. membershi . END OF SECTION 5.11 INTEGRATED POINT-OF-SALE # R�equirermentss_C�d �y Comme�ntsj�ME HPak t iL 'Y,•''"• `f� m '=t�Q. .. •.. _cr�}oiy.5a`�Y�Lir:'KC POS -1 ,�-v Software has the ability to calculate and track 3 See Appendix: Point of Sale. customer balances and to accept customer Davments on account POS -2 Software has the ability to post adjustments 3 Accounting module allows a user to to a customer's account balance. make Journal adjustments if they have sufficient privileges. POS -3 Software allows collection of.payments by 3 See Appendix: Point of Sale. cash, check, credit card, gift certificate, or from account if the customer has a credit balance. POS -4 Ability to make purchase at online POS 3 See Appendix: Point of Sale. without creating an account. Access for non - client transactions; i.e.: donations. POS -5 Incomplete payments can be accepted 3 including "split" payments with part from different tender, part from account, etc. POS -6 System is able to apply multiple GL account 3 to any POS button. POS -7 System is able to configure shortcut/function 3 See Appendix: Point of Sale. keys on screen that map to specific transaction types and business rule for processing. POS -8 System allows online payment, currently due 3 and advanced payment, 24/7/365 (rentals, classes, etc.). POS -9 POS functionality will include mobile 3 NFC is part of PerfectMind's immediate application integration and meet all current roadmap - Q4, 2016 PCI, NFC (near field communication) technology (i.e., Apple pay or Google Wallet) and EMV standards. POS -10 Credit card reader allows customer to enter 3 their email address if they prefer to have their receipt emailed to them. END OF SECTION 5.12 On Screen Viewing W mj, ,g Ri�qujir i5gu­ -acl z tgm - 2g5 M fl R MME -4- 10 POS -11 System has the ability to map long GL codes 3 Limit on GL codes is currently 25 to "Speedy Codes" that allow user to enter a characters long shortcut code that represent a single, full GL code. POS -12 POS buttons and associated functionality are 3 There are general Favourite buttons for configurable per terminal and other functional POS SV -3 groupings. 3 POS -13 Software allows off-line transactions when .1 SaaS model, no offline processing. SV -4 network is down and to automatically upload 3 the transactions when network is back up. POS -14 Ability to interface with IVR payment system. I POS 15 Ability to integrate with check scanning 1 machine. POS -16 Automatically batch and settle credit cards at. 3 Transactions process in real-time, no the end of the night without human botching is required. interaction POS -17 Speed keys available with assigned 1 This functionality is in PerfectMind's tendered amount (i.e., $5, $10, $20). immediate roadmap. POS -18 POS units must be able to connect to share 3 a single receipt printer. POS -19 POS units must support multiple report 3 printing of electable reports. POS -20 Quick system response when ringing 3 transactions into the system. POS -21 Ability to pull information from the system 3 PerfectMind can generate a flat file from easily, either via exporting data to other each report systems or reports. POS -22 Ability to link transactions to customer ID, -3 either directly in point-of-sale system or financial system to make retrieval of data I easier. END OF SECTION 5.12 On Screen Viewing .1, M NO. equirement!&.0 q gge VM M4 M affli-m-etatsMR-1. SV -1 Provide on-screen viewing for historical 3 See Appendix: Reports and data record of client registrations and financial migration. information. SV -2 Provide on-screen viewing of course I descriptions. SV -3 Provide on-screen viewing of instructor 3 profile information. SV -4 Provide on-screen viewing of multiple 3 activities simultaneously. SV -5 Provide on-screen viewing of historical .3 record of any transaction previously SV -6 Provide on-screen viewing of participation 3 This can be displayed in the Dashboard. reports/statistics. 8V-7 Provide on-screen viewing of reports, 3 See Appenaix: Keports ana uata RP -3 I including financial reports. 3 Management SV -8 Ability to query on-screen and view results. 3 SV -9 Provide on-screen viewing of transaction 3 RP -6 receipt records. 3 SV -10 Provide on-screen viewing of class/activity 3 See Appendix: Program Registration and RP -8 rosters. ' 3 Activit Set -u . SV -11 User definable sort order for on-line 3 RP -10 viewing of class/activity lists. 3 SV -12 During enrollment, the receipt number is 3 RP -12 displayed on screen for recording on 3 There will be an additional fee to make the processes automated for exportlimport RP -13 customer's check even if the receipt is not 1 RP -14 printed. 3 SV -13 All reports may be printed and/or viewed on- 3 See Appendix: Reports and Data screen. If viewed on-screen, a zoom feature Management is provided to enable closer examination of the report. SV -14 Software allows inquiry by participant's 3 name, and on screen review of all registered activities, current and historic, and the current balance of theparticipant's account. END OF SECTION 5.13 REPORTS I PRINTING re produces enrollment rece r RP -2 Print instructor profiles. 3 RP -3 Print equipment lists. 3 RP -4 Print all standard reports saved in the, system. 3 RP -5 Prints ecial instructions and comments. 3 RP -6 Print ad hoc on-screen query results. 3 RP -7 Print wait list reports. 3 RP -8 Print activity attendance sheets. 3 RP -9 Print client payment history. 3 RP -10 Print facilit location descriptions. 3 RP -11 Print program schedules by day, week, or month for each facility or room. 3 RP -12 System includes a built-in financial report engine common to all modules that allows the export of financial data to an external accountings stem at least once per day. 3 There will be an additional fee to make the processes automated for exportlimport RP -13 Provide for customized agency logos to be printed on forms without the use of pre - S. 1 RP -14 Print or view activity/section rosters. 3 RP -15 1 Print or view activity program descriptions. 1 3 # - Regwrements , Code Comments 1 `< RP -16 Software is able to produce receipt printing 3 based on user defined criteria. RP -17 Able to print receipts and reports on 3 Iain/standard aper. RP -18 Provide the ability to print month-end and 3 See Appendix: Reports and Data season/quarter/trimester summary of Management financial records. RP -19 Provide the ability to print season/ quarter/ 3 See Appendix: Reports and Data trimester end summary of activity Management participation. RP -20 Software is able to produce batch printing of 3 client mailing lists based on user defined criteria. RP -21 User definition of titles/footers on forms. 3 RP -22 Print program, league, facility and 3 See Appendix: Reports and Data membership fee matrices. Management. RP -23 Software produces net revenue reports, 3 See Appendix: Reports and Data including a summary or detail format, and Management. sorted by activity, season, category, facility, center, or revenue account. RP -24 Software allows rosters to be sorted and 3 printed by a variety of queries from data fields. RP -25 Software produces attendance sheets that 3 include actual session meeting date(s) and a capability to sign in and sign out. RP -26 Software produces rosters, including all of 3 See Appendix: Program Registration and the following options and data elements: Activity Set-up. ❑ Range of activity numbers ❑ Specific site, revenue account, category, instructor, or supervisor ❑ Activities starting within a specific date range ❑ Detail or summary roster formats. ❑ Printed rosters or mailing labels for participants on a roster ❑ Inclusion/exclusion by enrollment type, such as wait list, etc. RP -27 Software will produce and print wait list 3 See Appendix: Program Registration and confirmations. Activit Set-up. RP -28 Text to be included on receipts, vouchers, 3 and wait list confirmations is user definable. PerfectMind CONFIDENTIAL March 25, 3016 Page 50 RFP 16-0025 10 25'2016 RFJ6.0 2 0 5* 1.0 s 5 Page 51 4 . Rbqd&Mn f-" "I Code .C omments- RP-29 Software will produce and print all the 3 following "End of Day" reports: 0 Net revenue by summary, by revenue account 0 Receipt payment report, listing all receipts processed, payment type, and totals 0 Payment distribution summary, showing all payment distributions El Account transfer report, showing funds flow among revenue accounts • Financial summary for "at a glance" 0 executive review RP -30 Software produces monthly and yearly 3 reports similar to the End of Day reports. RP -31. Daily, monthly, and yearly reports can be 3 specified by date range, starting and ending receipt numbers and starting and ending gift certificate numbers, etc. RP -32 Software produces summary and detail 3 See Appendix: Reports and Data income, expense, and net revenue reports. Management. Each of these reports can be sorted by activity, location, season (quarter/trimester), category (program area or revenue account. RP -33 Software produces refund report, showing all 3 See Appendix: Reports and Data refunds for a specified date range. Management. RP -34 Software produces reports of all deposits 3 See Appendix: Reports and Data coming due. Manage ent. RP -35 Software produces registration trend reports 3 See Appendix: Reports and Data by user -defined criteria (i.e. 5 -year Management. registration trend data for summer day camps for a specific date). RP -36 Software produces all of the following 3 See Appendix: Reports and Data activity reports: Management. 0 Master report listing all activities, descriptions, dates, times, etc. 0 Report listing all activities and all text descriptions, notes, etc. El Under minimum enrollment report 0 Over maximum enrollment report 0 Full activity report 0 Activity totals and statistics (registered, attended, historical comparisons) .0 Facility usage by activities and sessions report 0 Participants by school, age, area, city, zip code, etc. 0 Resident and non-resident participation 0 Duplicated and unduplicated participation 0 Online vs front desk registration RP -37 Print cash transaction report and receipts. 3 RP -38 Print refund vouchers. 3 25'2016 RFJ6.0 2 0 5* 1.0 s 5 Page 51 #� Requirements ter!r Code Comments' x RP -39 Print over/under Dayment re ort. ,10 3 RP -40 Print general ledger summary. 3 RP -41 Compile and report statistics on types of and 3 number of participants/clients. RP -42 Compile and report statistics on the number 3 See Appendix: Reports and Data of registrants. Management. RP -43 Compile and report statistics on the number 3 See Appendix: Reports and Data and types of activities per session. Management. RP -44 Display statistics using graphic 3 See Appendix: Reports and Data representations Management. charts bar graphs). RP -45 Software produces reports, by activity, for 3 See Appendix: Reports and Data income, expenses, and net revenues. Manage ent. RP -46 Facilities module allows reporting rain -out 3 See Appendix: Reports and Data occurrences. Management. RP -47 Software will produce all of the following 3 membership package reports: ❑ Basic report on packages, showing package ID, name, and sales level ❑ Text report on each package, showing package description ❑ Sales report by package, including income, refund and net revenue totals ❑ Voucher report by package, including refund information RP -48 Software produces reports of membership 3 See Appendix: Reports and Data rosters of each membership package. Management. RP -49 Software produces renewal and non -renewal 3 See Appendix: Reports and Data reports. Management. RP -50 Software produces membership usage 3 See Appendix: Reports and Data reports. Management. RP -51 Software produces population and 3 See Appendix: Reports and Data demographics reports. Management. RP -52 Software produces daily activity report. 3 See Appendix: Reports and Data Mana ement. RP -53 Software produces credit card expiration 3 See Appendix: Reports and Data report. Management. RP -54 Software produces income reports by 3 See Appendix: Reports and Data membership package. Management. RP -55 Software allows end users and/or system 3 See Appendix: Reports and Data administrators (via role -based permissions) Management. to create custom reports for use by defined s stem users. RP -56 Provide a sample of every report the system 3 See Appendix: Reports and Data produces. Management. RP -57 Compile and report statistics on the 3 See Appendix: Reports and Data revenue generated within a given time Management. eriod b site, ro ram, GL account, etc. PerfectMind CONFIDENTIAL March 25, 2016 0 Page RFP 16-0025 1 52 END OF SECTION PerfectMind CONFIDENTIAL March 25j,2016 RFP,16 0025 1.0 Page 53 ' x '� Comments R System has a scheduler that allows reports 1 See Appendix: Reports and Data and exports to be scheduled Management. automatically and emailed to one or more individual or qrou email accounts. RP -59 Detailed report about transaction history 3 See Appendix: Reports and Data over a user -defined time period. Mana ement. RP -60 Graphical display of busy and slow times of 3 Can be created in Dashboard. the day by terminal. RP -61 Software produces a refund report showing 3 See Appendix: Reports and Data all refunds for a specified date range, center, Management. or facility. RP -62 All reports have the ability to be previewed 3 Can also be exported in SQL. on screen, printed, saved to file, or output as Excel spreadsheet, HTML, CSV format, or PDF file. RP -63 Receipts can be printed from the computer to 3 a standard printer (8.5 x 11 paper) in lieu of a s ecific receipt printing device. RP -64 Software to allow for management of and 3 See Appendix: Reports and Data produce reports for all overlapping facilities, Management. such as soccer field grassy area that overlaps the outfield area of a ball field. RP -65 Software to produce reports of all centers, 3 See Appendix: Reports and Data facility types, and individual facilities. Management. RP -66 Software will produce an instructor payment 3 See Appendix: Reports and Data history report. Management. RP -67 Software allows user the ability to create 3. PerfectMind has its own built-in reporting custom reports. Please specify report writer engine that can be run for any object. used, i.e. custom built? SQL Server Reporting Services? Crystal Reports? Other? RP -68 All reports have the ability to be emailed, with 1 See Appendix: Reports and Data file attachment option, directly from the Management. system (e.g. do not have to preview, export, save, then attach a report in order to email, but rather the ability to select an "email" option at the report screen to automatically prepare the report or receipt for sending via a system email account and/or a staff member's Outlook email account). END OF SECTION PerfectMind CONFIDENTIAL March 25j,2016 RFP,16 0025 1.0 Page 53 ' 5.14 WEB ACCESS Web access registration must perform aii functions as an operator assisted registration. This includes but is not limited to the following: • Enforcement of all constraints • Gathering information required for specific activities • Interfaces with other modules for automatic update of information based on the function • performed • Creation of client account • Completion of transaction with option to pen WA -2 Software must utilize the information 3 See Appendix: Online Customer Access. contained in the activity records to dynamically populate web pages for use in web -based activity registration. WA -3 Software must be capable of displaying an 3 See Appendix: Online Customer Access. activity and its corresponding description through direct entry of the activity number or b use of a hyperlink menus stem. WA -4 The software must dynamically utilize a 3 hyperlink menu system based on the activities and categories in the activity registration system. WA -5 The software must accommodate linking 3 directly to a parent and/or child activity, an activity type, activities occurring at a specific facility, or activities returned as part of a search. WA -6 The software must include search analytics, 3 allowing system administrators to evaluate commonly used search terminology. PerfectMlnd CONFIDENTIALC March 25, 2016 RFP 16 0025 ,.' .. . S O Page 54 re must Incivae a capability to query different aspects of the website and return hyperlink results for easy navigation based on the search results. Search capability must allow users to query courses based on one or more of the following criteria: • Location • Date • Time • Participant Age • Program Cost • Keyword Keyword searches must query entire parent and child activity title and description, and WA -8 I The software must allow system administrators to edit style sheets and tlerfectMina supports all or tnese capabilities except Program Cost. WA -9 The software must allow dynamic display of 3 See Appendix: Online Customer Access. images associated with courses and facilities. WA -10 All dynamically created pages must be 3 capable of easily incorporating user defined information while maintaining their dynamic nature. Example: Changing the standard heading, title, or footer information while the page content is dynamically enerated. WA -11 The software must be capable of handling an 3 unlimited number of simultaneous internet connections. WA -12 The software must be capable of 3 simultaneous participant registration on different internet connections. WA -13 The software must accept and verify credit 3 card payments. WA -14 The system must utilize secure connections 3 for accepting and transmitting all participant information. WA -15 The software must provide the same 3 functionality and security when accessed from any of the current versions of Microsoft Internet Explorer, Google Chrome, or Firefox. WA -16 The software must dynamically generate web 3 pages based on information contained in the facility sch duling records. WA -17 The software must process facility booking 3 See Appendix: Online Customer Access. application and mark the facility occupied pending approval/denial of the responsible staff member. PerfectMind CONFIDENTIAL' March 25, 2016 Page 55 RFP;.16.0025 10 :;.: . k Requirementsy Code � Com men is z WA -18 The system must allow facilities, courses, memberships, leagues, etc., to be marked "unavailable" for web access or boo kin . WA -19 The software must provide internal 3 mechanisms for protections against unauthorized access to website information. WA -20 The software must allow the inclusion of user 3 generated web pages. WA -21 Software must meet PCI requirements. 3 See Appendix: Data Access, Security Describe how software meets obligations and Encryption. under applicable regulatory requirements, including, but not limited to: Payment Card Industry Data Security Standards (PCI DSS); Criminal Justice Information System (CJIS); Health Insurance Portability and Accountability Act (HIPAA); and/or other applicable state/federal laws. Please provide certifications. WA -22 Software must allow non -client account POS 3 transactions. WA -23 Software should interface with current City's 3 financial system or provide the ability to export data in a format that can be imported to the City's financial system. WA -24 Customers already registered for programs 3 or leagues can click a button and invite people to the program by entering in the friend or teammate's email address. WA -25 New registrants can create their online 3 account with Facebook Connect, so input of new email and password is unnecessary at registration. WA -26 Team members can message other 3 members of the team and staff can track all messages for later access. WA -27 From the public web access portal, 3 customers can RSVP to upcoming events they are scheduled for. WA -28 From the public web access portal, 3 See Appendix: Online customer access. customers can view schedules generated by staff and view standings and game results in real time. WA -29 Ability to link Program dates, Events, Facility 3 Reservations to a customer's calendar. WA -30 From the public web access portal, 3 customers can view their AR balance for each member of a family account and can pay that balance. WA -31 From the public web access portal, 3 See Appendix: Online Customer Access. customers can register and pay for all programs. PerfectMind CONFIDENTIAL March 25, 2016 RFP 16-0025 1.0 Page 56 # qts Reuiremen Coder Comments y WA -32 From the public web access portal, team 1 PerfectMind's League Scheduling managers can see how much each module will be available in Q4 2016. teammate has paid towards the team fee. WA -33 A responsive staff interface exists that 3 See Appendix: Online Customer Access. adapts to phones and tablets for use in the field or from home. WA -34 A mobile iOS app exists for staff use on both 1 PerfectMind is responsive system and phones and tablets. automatically scales to the resolution of the device and therefore does not need a mobile a WA -35 A mobile Android app exists for staff use on 1 PerfectMind is responsive system and both phones and tablets. automatically scales to the resolution of the device and therefore does not need a mobile a WA -36 A mobile iOS online web app exists for use 1 PerfectMind is responsive system and by customers on both phones and tablets. automatically scales to the resolution of the device and therefore does not need a mobile a WA -37 A mobile Android online web app exists for 1 PerfectMind is responsive system and use by customers on both phones and automatically scales to the resolution of tablets. the device and therefore does not need a mobile a