2022/06/28 City Council Resolution 2022-073 RESOLUTION NO. 2022-073
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE ASSISTANT CITY MANAGER TO EXECUTE AN
EXTENSTION AGREEMENT WITH PERFECTMIND, INC. NOT TO
EXCEED $109,480
WHEREAS; the City of Rohnert Park ("City") entered into a five year agreement with
PerfectMind Inc. for recreation management software on June 27, 2017; and
WHEREAS, the agreement expires on June 30, 2022; and
WHEREAS, the agreement allows for an extension upon written approval by the City;
and;
WHEREAS,the City desires to continue utilizing PerfectMind software for an additional
five years; and
WHERAS,the City has negotiated an increase of 15% for continued use of the software.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park authorizes the Assistant City Manager to enter into a five-year extension agreement with
PerfectMind Inc. not to exceed $109,480, attached hereto as "Exhibit A."
DULY AND REGULARLY ADOPTED this 28th day of June, 2022.
CITY OF ROHNERT PARK
a kie Elwa , ayor
ATTEST:
Elizabeth Machado, Deputy City Clerk
Attachments: Exhibit A
GIUDICE: r' ie HOLLINGSWORTH-ADAMS: Ie_ STAFFORD: RODRIGUEZ: C ELWARD:
AYES: (5 ) NOES: ( ) ABSENT: ( M ) ABSTAIN: ( )
CONTRACT EXTENSION AGREEMENT
Dated the 29 day of March, 2022
B E T W E E N:
PERFECTMIND INC.
(“PerfectMind”)
– and –
City of Rohnert Park
(the “Customer”)
WHEREAS:
A. The Customer and PerfectMind entered into an agreement dated June 27, 2017 (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 June 30, 2022 (“Original Term”). Except to the extent
otherwise provided in this Extension Agreement, the Original Agreement will be extended on
the same terms 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
Exhibit A to Resolution
2
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.
PERFECTMIND INC. CITY OF ROHNERT PARK
By:
By:
Name:
Name:
Title:
Title:
Nima Jazbi
VP, Operations
3
EXHIBIT A
Extended Term
Year Six (July 01, 2022 to June 30, 2023): $21,896
Year Seven (July 01, 2023 to June 30, 2024): $21,896
Year Eight (July 01, 2024 to June 30, 2025): $21,896
Year Nine (July 01, 2025 to June 30, 2026): $21,896
Year Ten (July 01, 2026 to June 30, 2027): $21,896
PerfectMind shall provide 5 hours of complimentary Consultant Training over the full
term of the contract. Any additional training after the 5 hours shall be subject to the
normal training rate of $150 per hour.