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HomeMy WebLinkAboutC-5787 - Support Services Agreement1 � TM16/ Leading a- Procurement Solutions Connac£irl g� Buyers 8 Suppltars E'�o /ant /y/ t 6860 Canoga Avanua•suite 301•Woodl•nd Hills. CA. 91897 -a19 -992 -1771 Ci PB SystemTM SUPPORT SERVICES AGREEMENT This SERVICE SUPPORT AGREEMENT ( "Agreement "), which describes the terms and conditions applicable to your use of the PlanetBids Online Support Services, is made and entered as of into the 1st day of April, 2014, by and between PLANETBIDS, INC., a California corporation, ( "PlanetBids ") and the following customer ( "Customer') for the period from April 1, 2014 to July 1, 2017: Customer Name: City of Newport Beach Street Address 100 Civic Center Drive City, State ZIP Newport Beach, CA 92660 Department: Finance Principal Contact: Anthony Nguyen Title: Purchasing Agent Email: ANguyen @newportbeachca.gov Phone: (949) 644 -3080 Method of Payment: Net 30 Days THEREFORE, PlanetBids and the Customer agree as follows: 1. PlanetBids Services. Upon acceptance of this Agreement, PlanetBids shall provide the following Support Services to Customer, subject to the terms and conditions of this Agreement. a) "Services" shall include the following: 1) use of the PlanetBids "PB SystemTM" Vendor and Bid management system (a.k.a. BidsOnlineTM) for the purpose of vendor registration, posting and tracking Bid Requests and other information on Customer's website or private internet network; 2) up to a total of Two (2) licensed users access, one per department, to and use of the PB SystemTM by the Customer Finance /Purchasing and Public Works Departments; and 3) the option, at Customer's discretion, to process and distribute Bid Requests to additionally available PlanetBids suppliers within their selected categories at no additional cost. b) PlanetBids shall have access and the right to market or otherwise promote its services to any vendor or supplier of Customer that registers with PB System TM via Customer's website. PlanetBids will not sell any Customer data to any third parties without a written consent from Customer. @2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 C) Internet related equipment by its nature, is not fault tolerant, but PlanetBids (1)will use reasonable efforts to make the Services available 24 hours per day, 7 days per week, excluding downtime for scheduled and unscheduled maintenance, and (2) will promptly investigate any technical problems that Customer reports. PlanetBids cannot, however, guarantee continuous service, service at any particular time or the integrity of data transmitted via the Internet. Further, PlanetBids shall not be responsible for the inadvertent disclosure, corruption or erasure of data transmitted, received or sorted on the PB SystemT"". d) PlanetBids may make improvements and /or amendments to the PB SystemTM at any time, and may provide other optional services, including enhanced versions of standard features or functions, for an additional fee agreed to in advance by the Customer in writing as an amendment to the Agreement and approved as to form by the City Attorney. Any and all relevant portions of these terms and conditions will automatically apply to all improvements, amendments and/or optional services as they appear. PlanetBids does not guarantee that use of the Services will produce any quotes, business opportunities or other information helpful to the business of Customer, nor does it guarantee that any contact provided will be adequate or best suited for any transaction. 2. Fees and Payments. PlanetBids' compensation for all Services performed in accordance with this Agreement, including all reimbursable items, support fees, training fees, license fees and subcontractor fees, shall not exceed Sixty Three Thousand Four Hundred Nine Dollars and 00/100 ($63,409.00.), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. The schedule of billing rates are as follows: a) Support Fees. Customer agrees to pay PlanetBids a total of $9,273.00 for Year 0 from April 1, 2014 to June 30, 2014, $15,625.00 for Year 1 from July 1, 2014 to June 30, 2015, $16,041.00 for Year 2 from July 1, 2015 to June,30 2016, and $16,470.00 for Year 3 from July 1 2016 to June 30, 2017. Payment for Year 0 shall be due and payable 30 days from the time of execution of this Agreement. Payments for Year 1, Year 2 and for Year 3 are payable within 30 days from the invoice date upon renewal each fiscal year. The breakdown of the annual fees is as follows: 1) Set -Up Fee. Customer shall pay a one -time fee total of $4,500.00 as outlined below; a) $3,500.00 for the installation, configuration and testing of the PB System TM portal link to Customer's website, plus administrator set -up and a one -time online user training for up to Two (2) users for the vendor and bid management modules. b) $500.00 for the configuration and online user training for up to Two (2) assigned users for the RFP Evaluation add -on module. c) $500.00 for the configuration and online user training for up to Five (5) users for the Advanced eBidding for Public Works add -on module. 2) Service Fee Payment. Customer agrees to pay for the use of the PB SystemTM modules; a 5 months service fee of $ 4,773.00for Year 0, followed by a fee of $15,625.00 for Year 1, with a fee increase of three (3) percent upon renewal each year thereafter as outlined in Table (A) for a fee of $16,041 for Year 2 and a fee of $16470 for Year 3. ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 3) Additional Add- on(s) /Module(s) (RFP Evaluation). Customer agrees to pay: a) A service fee of $3,500.00 for Year 1, $3,605 for Year 2 and $3,713 for Year 3 as outlined in Table (A) for the RFP Evaluation add -on module, with user access assigned per RFP by Customer, for the period of this Agreement. b) A service fee of $4,500.00 for Year 1, $4,635 for Year 2 and $4,774 for Year 3 as outlined in Table (A) for the Advanced eBidding for Public Works add -on module, for a minimal up to 5 users access, for the period this Agreement. Table (A) b) Additional Services; Fees. If requested by Customer, PlanetBids will provide any or all of the following additional services: 1) Special customization work shall be provided at PlanetBids' current standard rates pursuant to an estimate provided by PlanetBids and conditional upon approval by Customer in writing. 2) Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is available at a rate of $500.00, for up to 2 hours online, or a rate of $1,875.00 for up to 4 hours onsite per class plus reasonable travel, living and parking expenses of the instructor, as applicable. 3) For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back -up copy of all data appearing on Customer's website on a daily basis. The duration of such data retained will be for a minimum of 7 years and determined by PlanetBids in its sole discretion thereafter. However Customer may, during the term of this Agreement, access and retrieve data in text delimited Microsoft Excel format and documents, at no cost. Additional Services related to the retrieval or restoration of any of Customer's data from such back -up files are available if necessary at PlanetBids current standard rates, which will vary depending on the level of services required, but not less than $125.00 per hour. 4) For the term of this Agreement, City expenditures for Additional Services, including training and travel as described in Section 2(b) shall not exceed three thousand dollars and no /00 ($3,000.00). 3. Use of Services. 02000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 , u8e$ rwr' N..:- Kdi �$ Aur ,p+m r, ,1" SETUP YEAR 0 Apriil,2014June3O,2014 YEAR 1 Jul. 1, 2014 -June 30,2015 YEAR 2 JU1.1,2015- Jum30,2016 YEAR 3 Jul. 1,2018- June30,2017 Vendor & Bid Management 2 User Licenses $ 3,500.00 $ 1,468.00 $ 5,875.00 $ 6,051.00 $ 6,233.00 RFP Evaluation $ 500.00 $ 1,186.00 $ 3,500.00 $ 3,605.00 $ 3,713.00 Advanced eBidding for Public Works (up to 5 Users, Starting Plan ) $ 500.00 $ 1,525.00 $ 4,500.00 $ 4,635.00 $ 4,774.00 Reprographics Company Access (For up to 2 Companies, 1 User License each ) n/a $ 594.00 $ 1,750.00 $ 1,750.00 $ 1,750.00 Sub- Total' $ 4,500.00 $ 4.773.00 $15,825.00 $16,041.00 $16,470.00 TOTAL $ 9,273.00 1 $15,625.00 $16,041.00 $16,470.00 b) Additional Services; Fees. If requested by Customer, PlanetBids will provide any or all of the following additional services: 1) Special customization work shall be provided at PlanetBids' current standard rates pursuant to an estimate provided by PlanetBids and conditional upon approval by Customer in writing. 2) Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is available at a rate of $500.00, for up to 2 hours online, or a rate of $1,875.00 for up to 4 hours onsite per class plus reasonable travel, living and parking expenses of the instructor, as applicable. 3) For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back -up copy of all data appearing on Customer's website on a daily basis. The duration of such data retained will be for a minimum of 7 years and determined by PlanetBids in its sole discretion thereafter. However Customer may, during the term of this Agreement, access and retrieve data in text delimited Microsoft Excel format and documents, at no cost. Additional Services related to the retrieval or restoration of any of Customer's data from such back -up files are available if necessary at PlanetBids current standard rates, which will vary depending on the level of services required, but not less than $125.00 per hour. 4) For the term of this Agreement, City expenditures for Additional Services, including training and travel as described in Section 2(b) shall not exceed three thousand dollars and no /00 ($3,000.00). 3. Use of Services. 02000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 a) PlanetBids is not responsible for the content and/or transactions on Customer's website. Notwithstanding the foregoing, PlanetBids reserves the right to monitor content that uses the Services and to remove content which PlanetBids determines to be illegal, offensive, harmful or otherwise in violation of its operating policies and terminate this Agreement in accordance with Section 4 below. 1) PlanetBids shall have the right to impose from time to time reasonable rules and regulations regarding the use of the Services. Customer agrees to comply with all such rules and regulations and with applicable laws, ordinances and regulations related to the use of Services; and not make any unauthorized commercial use of the Services or of the PlanetBids name, marks or logos. Further, Customer agrees to not use the PlanetBids websites to (i) post information anonymously or under a false name; (ii) post any unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable information of any kind, such as inducements to conduct that would constitute a criminal offense or give rise to civil or other liability, (iii) post the name of or otherwise identify or reference any service or entity that provides a service competitive to the Services. 2) Customer agrees to purchase and utilize standard commodity identification codes from the National Institute of Governmental Purchasing (NIGP). PlanetBids shall have the right to request for inspection an original copy of these codes and any necessary authorizations for use. It shall be the responsibility of Customer to obtain the necessary licenses and Customer indemnifies and holds harmless PlanetBids from the unauthorized use or publication of any such identification codes with respect to the Services. 3) Customer represents and warrants (a) the Customer information provided is current, complete and accurate, (b) that the person signing this Agreement is authorized to bind Customer, (c) Customer will update the information (including credit card information, if applicable) as required to keep such information current, complete and accurate. PlanetBids may, in its sole discretion, cancel or terminate this Agreement if Customer has willfully violated its obligations hereunder in accordance with Section 4 below. 4) In addition, Customer agrees to use information obtained through the Services only as necessary to the transaction of Customer and shall not use the Services for the benefit of any third party. 6) It shall be the responsibility of Customer to collect and pay any taxes, duties, imposts or tariffs that are applicable to sales via the Services. b) THE SERVICES ARE PROVIDED "AS IS." PLANETBIDS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS, EVEN IF PLANETBIDS HAS BEEN MADE AWARE IN ADVANCE OF SUCH POTENTIAL RISK. FURTHER, PLANETBIDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE SERVICES OR SITES LINKED THERETO. 4 ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 C) PlanetBids does not at any time come into possession of the products or services acquired through the Services and is not aware of the specific use to which those items will be put. In using the Services, Customer hereby releases, indemnifies, and holds harmless PlanetBids and its agents, employees, and affiliates harmless from all claims, demands, costs and damages (actual and consequential) of every kind and nature arising out of, or in any way connected with, Bid Requests and uncompleted or completed transactions related to the Services. 4. Termination a) Termination for Cause. In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party sixty (60) calendar days written notice thereof. b) Termination Other Than For Cause. Customer may terminate this Agreement without cause during Year 0 by giving PlanetBids no less than fourteen (14) calendar days written notice before the end of Year 0, eg. by June 30, 2014. Customer may terminate this Agreement without cause by giving PlanetBids no less than sixty (60) days written notice before the effective date of such termination. n such case, the effective date of termination shall be the anniversary of the date for Year 1 (June 30, 2015) or Year 2 (June 30, 2016) of this Agreement that first occurs following the end of the foregoing notice period. 5. Confidentiality. PlanetBids will take reasonable measures not to disclose website communications or information about its Customers, except to the extent that PlanetBids believes in good faith that such action is within the scope of the Services or reasonably necessary to (a) comply with the law or the directives of courts or governmental agencies; (b) enforce this Agreement; (c) respond to claims of any third party; or (d) protect the legitimate interests of PlanetBids or its customers. Notwithstanding the foregoing, all communications directed to PlanetBids via the website such as questions, comments, inquiries, shall be deemed to be not confidential, unless specifically agreed otherwise in advance by PlanetBids. Further, PlanetBids will have the right to use any Customer's name in connection with the advertising or promotion of the Services. 6. Copyright Protection. The PB SystemTm and all materials appearing on the PlanetBids website are protected by worldwide copyright laws and related international treaties. None of the materials may be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any form or by any means other than as described herein. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on PlanetBids website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. a) Customer shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose the Services, website content, the PB SystemT or any other PlanetBids tools. Customer shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software or tools accessible or available through the Services. ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 b) Special use requests should be sent to custom erservice (cb Plan etBids.com. Permission to use shall be granted in the sole discretion of PlanetBids. 7. Security. (a) The PlanetBids ordering and posting processes are protected by the Secure Sockets Layer (SSL) protocol, which encrypts your information and confirms the identity of the PlanetBids server before allowing a transaction to be completed. Firefox 3.5+ (or better) and Internet Explorer 8.0+ (or better) support the SSL protocol are acceptable, but we recommend that you use the latest browsers to ensure that you are protected by advances in security technology. For more detailed information, please refer to the PlanetBids Privacy Policy. (b) Password - protection techniques will be provided to restrict access under Customer's account to authorized individuals. REGISTRANT ACKNOWLEDGES, HOWEVER, THAT ACCESS RESTRICTIONS, BY THEIR NATURE, ARE CAPABLE OF BYPASS AND PLANETBIDS DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS. Customer shall at all times maintain as confidential its user names and passwords. If Customer is a corporation or other business entity, then it may allow employees to use its user name and password, but the Customer shall be responsible for all activity and charges incurred by such employees. Permitting third parties to use the Services is prohibited and a violation of this Agreement. (c) If a security breach occurs with respect to any account, the Customer must immediately change its password and notify PlanetBids at customerservice (o)PlanetBids.com. Customer shall be liable for any unauthorized use of the Services until PlanetBids is notified of the security breach. 8. Insurance. Without limiting PlanetBids's indemnification of Customer, and prior to commencement of Work, PlanetBids shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 9. Other Provisions. a) Notices. PlanetBids shall provide notice to Customer via email, or (at its discretion) via certified U.S. Mail, to the address provided on the membership registration or such other address provided by Customer to PlanetBids. Customer shall provide notice to PlanetBids via email to custom erservice (a'DPlanetBids.com, with a copy sent via certified U.S. Mail to the address on the membership registration. Notices will be effective 6 hours after sending if sent via email (unless the sender receives a response indicating that the message was undelivered) or 3 business days after the mailing date, whether or not received. b) Assignment. Customer shall not assign this Agreement or any of its rights or obligations without the prior written consent of PlanetBids, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns. C) No Waiver. The failure of PlanetBids to exercise or enforce any right or provision under this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 reflected in the provision, and the other provisions of the these terms and conditions shall remain in full force and effect. d) Governing Law. The interpretation and enforcement of this Agreement shall be governed by laws of the United States of America and the State of California, excluding its choice of law rules and subject to the exclusive jurisdiction of the court located in Los Angeles County, California. e) Force Majeure. PlanetBids will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Internet outages or delays, unauthorized access (hacking), earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of PlanetBids. f) Conflict of Interest. PlanetBids or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, PlanetBids shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by Customer. PlanetBids shall indemnify and hold harmless Customer for any and all claims for damages resulting from PlanetBids's violation of this Section. g) Claims. Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, PlanetBids shall submit to Customer, in writing, all claims for compensation under or arising out of this Agreement. PlanetBids's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by PlanetBids in writing as unsettled at the time of its final request for payment. PlanetBids and Customer expressly agree that in addition to any claims filing requirements set forth in the Agreement, PlanetBids shall be required to file any claim PlanetBids may have against Customer in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). h) Compliance with all Laws. PlanetBids shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by PlanetBids shall conform to applicable city, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and Customer. i) Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. D Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 k) Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. I) Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. e) Amendments. This Agreement may be modified or amended only by a written document executed by both PlanetBids and Customer and approved as to form by the Customer Attorney. f) Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. g) Equal Opportunity Employment. PlanetBids represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. h) No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. i) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. (SIGNATURES ON NEXT PAGE] ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 AGREED effective as of the date first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY A R OFFICE a California7nicipal corporation Date: Date: Date: -- 9-1) —/L/ By: Aaron C. Harp City Attorney ATTEST: Date: By: tq&- - b�� Leilani I. Brown City Clerk '�EWp� ATTAC H M E N � �oR -.A Exhibit A: Statement of Work Exhibit B: Insurance Requirements D—an Matusiewicz Finance Director PLANETBIDS, INC., a California corporation Date: By: Alan Zavian Chief Executive Offier [END OF SIGNATURES] 9 ©2000-2014 PlanetBids, Inc (818) 992-1771 R15914-10 AGREED effective as of the date first written above. APPROVED AS TO FORM: CITY , RNFM'S OFFICE Date: By: Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk ATTACHMENTS: Exhibit A: Statement of Work Exhibit B: Insurance Requirements CITY OF NEWPORT BEACH, a California municipal corporation Date: q By:( jj.,dZ IV Da Matusiewicz Finance Director PLANETBIDS, INC., a California corporation Date: 03/27/2014 By: Ala avian C ief Executive Offier [END OF SIGNATURES] 9 ©2000-2014 PlanetBids, Inc (818) 992-1771 R15914-10 EXHIBIT "A" STATEMENT OF WORK FOR SETUP, IMPLEMENTATION AND TRAINING 1. PB System TM Access Services: PlanetBids rate for maintaining the PB System TPA vendor and bid management is based upon an unlimited number of monthly transactions (Bids) and up to Two (2) registered users. PB SystemT"' Access Services include the following: • System Administration — PlanetBids will be responsible for system and data back -ups, disaster recovery, system reliability, availability, privacy, and security • Hosting Infrastructure — PlanetBids will be responsible for hosting PB System', maintaining the network, hardware and software infrastructure • Customer Service — "Level 2" customer service is available from 8:00 a.m. to 5:00 p.m. PST, Monday through Friday (see Help Desk definition below) • Account Management — PlanetBids will provide a dedicated Account Manager for post - sales support, PB SystemT°" questions. 2. PB SystemTM Set -up, Implementation and Training: • PlanetBids will initially load up to Two (2) users, for Customer • PlanetBids will provide an up to 2 -hours online training for the PB SystemT vendor and bid management modules user administration • PlanetBids will provide an up to 60 minutes online training for the PB System RFP Evaluation add -on module • PlanetBids will provide an up to 60 minutes online training for the PB System T°^ Advanced eBidding add -on module PB SystemTM set -up, implementation and training consists of the following: A. Initial program definition The PlanetBids implementation manager will work with one (1) designated Customer project manager to develop a roadmap for system implementation. The implementation manager will define and present a project management schedule to the Customer project manager. Customer will be required to submit information according with the project management schedule. Upon completion and review of the PB SystemT by Customer, PlanetBids will train all assigned users on -site at the Customer's training facility. B. System implementation and administration PlanetBids will enter and configure Customer requirements into PB SystemTM for up to Two (2) users for Customer. The following implementation services will be provided a. Customer's procurement portal web page. b. Online customized vendor registration form and ability to have vendors maintain their profiles. c. Complete management tools access to all users (i.e. buyers, project managers...). 10 02000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 d. Customer specific database. e. Complete bid management from bid submission to awarding. f. Electronic bidding for purchasing of goods, services and public works projects - Vendors submit bid quotes /responses online; Buyers analyze bid responses and award. g. Daily backups. h. PB SystemTM users and vendor support for the duration of the contract. 3. Professional Services PlanetBids will provide consulting services for custom reports or PB SystemTM customizations, specific to Customer, not covered by this Statement of Work at an additional charge. Additional consulting services requested in writing by Customer will be billed at a rate of $125 /hour, billed in 1 hour increments. No work will begin on professional services before a mutually agreed - upon statement of work is completed. All on -site travel expenses will be passed- through to Customer. No travel will be expensed without the prior approval of Customer's management. 4. Help Desk The PlanetBids Help Desk is available for `Level 2" support (as defined below) via our toll -free telephone number from 8:00am to 5:00pm PST, Monday through Friday. Email Support, support@PlanetBids.com as well as on -line help services are also available. Customer will be responsible for all "Level 1" support A level 1 support representative will attempt to answer most or all questions, including help to vendors with simple problems (edit profile, etc.) or general "how -to" questions (search functionality, bidding, etc.). More complex, technical questions should be directed to a PlanetBids level 2 support representative. A PlanetBids representative will be responsible for "Level 2" support: A Level 2 support is more technical in nature. Level 2 questions may, for example, deal with Customer users (i.e. PB SystemTm administrative users including buyers, project administrators, etc.) or with password issues requiring special assistance, or with possible product bugs or failures. In this case, some research and investigation may be required. 5. PB SystemTm Additional Add- on(s) /Module(s) The RFP Evaluation add -on and Advanced eBidding module for Public Works. 11 ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 EXHIBIT "B" INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting PlanetBids' indemnification of City, and prior to commencement of Work, PlanetBids shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. PlanetBids agrees to provide insurance in accordance with requirements set forth here. If PlanetBids uses existing coverage to comply and that coverage does not meet these requirements, PlanetBids agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. PlanetBids shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. PlanetBids shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. PlanetBids shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. PlanetBids shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of PlanetBids arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. PlanetBids shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and 12 02000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 PlanetBids agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow PlanetBids or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. PlanetBids hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributorv. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. PlanetBids shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving PlanetBids sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to PlanetBids, City and PlanetBids may renegotiate PlanetBids' compensation. C. Enforcement of Agreement Provisions. PlanetBids acknowledges and agrees that any actual or alleged failure on the part of City to inform PlanetBids of non- compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any 13 ©2000 -2014 PlanetBids, Inc (818) 992 -1771 R15914 -10 insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non - Compliance. If PlanetBids or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend PlanetBids's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to PlanetBids or reimbursed by PlanetBids upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. PlanetBids's Insurance. PlanetBids shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 14 ©2000 -2014 PlanetBids, tnc (818) 992 -1771 R15914 -10