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HomeMy WebLinkAboutC38220 eProcurement Solutions - eBiddingContract No. C38220 MEETING DATE: PREPARED BY REQUEST Recommendation STAFF REPORT CITY OF PALM DESERT PUBLIC WORKS DEPARTMENT February 28, 2019 Sonja De La Fuente, Management Specialist Approve a Three Year Professional Services Agreement with PlanetBids for eProcurement Solutions with eBidding By Minute Motion: 1. Approve a Professional Services Agreement with PlanetBids for a three (3) year term in the amount of $57,586.21, with an option of two (2) additional one-year extensions; 2. Authorize the City Manager or her designee to make any necessary budget adjustments, appropriations, and transfers; and 3. Authorize the City Manager to execute the Agreement and subsequent renewals. Funds are available in the Information Technology Software and Maintenance Account No. 110-4190-4336000. Strategic Plan While this doesn't address a specific goal within the City's Strategic Plan, it provides outstanding customer and vendor service. Background Analvsis The City is seeking to modernize and streamline the bidding and award procedures for capital projects initiated by all departments within the City. Currently the Public Works Department, Administrative Services Department, and City Clerk Department receive and track all vendor, bid, and insurance documents manually. The goal is to have the City post plans on-line, allowing all prospective bidders to view them remotely. This will reduce or eliminate the need for printing of plans and specifications. Another benefit will be the electronic processing of bids, including checks for mathematical errors and verification of compliance with insurance requirements. Contractors will no longer be required to submit bids in person, but will be able to upload them by the bid deadline. Staff will no longer open sealed bids at the Civic Center, and instead will receive a list of bidders, bid amounts, sub -contractors, and other relevant information ranked by lowest to highest February 28, 2019 - Staff Report Contract No. c38220 Approve Professional Services Agreement with PlanetBids Page 2 of 2 responsible bidder. This will greatly reduce staff time from all departments in dealing with processing bids and awarding contracts. The PlanetBids (PB) System meets the goals identified by the City through its suite of cloud -based interconnected procurement modules designed to handle the vendor and bid management process online. Each module interacts to create, manage, and track all bid, award, and post -award tasks through their system. The contract that the City would "piggy back" for the PB System was awarded on March 8, 2017, by the San Diego County Regional Airport Authority and is attached hereto. Fiscal Analysis There is no fiscal impact beyond the annual contract price for the needed modules. With a three-year commitment the City will realize a cost savings of approximately $700 over three years. Additionally, with this three-year commitment, the City will also have the opportunity to renew for an additional two years at the same discounted rate. LEGAL REVIEW DEPT. REVIEW FINANCIAL CITY MANAGER Approved as to Form REVIEW Rot �.4 Robert W. Hargreaves om Garcia, P.E. t Moore Lauri Aylaian City Attorney Director of Public Works Director of Finance City Manager VENDOR: PlanetBids 5850 Canoga Avenue, Suite 301 Woodland Hills, CA 91367 ATTACHMENTS: 1) PlanetBids eProcurement System Description 2) Contract with San Diego Regional Airport Authority 3) PlanetBids Support Services Agreement 4) City of Palm Desert Professional Services Agreement FPLANETBIDS Bid Management Emergency Operations PB System"' Innovative eProcurement Solutions in 6w 1 Vendor Management Business Certification Management Contract Management Insurance Certificate Management The PB SystemT"" is a suite of award winning, cloud -based, and dynamic interconnected procurement modules specifically designed to handle the bid and letting requirements for Purchasing, Professional Services, and PubIicWorks projects entirely online. Each module interacts seamlessly to create, manage, and track all bid, award, and post -award tasks through a unique and easy -to -use interface. Since 2000, the PB System" has received accolades from public agencies of all sizes, as well as the vendor community and is the industry's #1 choice. Managing vendor profiles, prequalification, diversity certification process, and outreach efforts are automated and efficiently handled all in one place. Bids can be both electronically forwarded and responded to by vendors, including addenda, O.&A, bid tabulations, analytics, reports, and charts.The prospective bidders list is entirely managed and maintained with no limits in handling large scale documents or plans. Your organization's spend can be monitored from compliance to contracts. You will never again have to have separate, multiple processes AEP Awards to manage your procurement program. Contribution From the simplest to the most complex quotes or bids, the PB System'"" will have a dramatic and positive transformation on your bidding process and the management of your vendors, ensuring transparency, extended outreach, and full compliance to Local, State, and Federal guidelines. Your vendors will thank you for choosing PlanetBidsl Award Proud recipient of "InnovationThroughTech nology Business of the Year 2012 Award'; - US Small Business Administration Request a Demo Today! 5850 Canoga Avenue, Suite 301 1 Woodland Hills, CA 91367 1 888-614-2437 1 sales@planetbids.com Modules Vendor Management Bid Management Contract Management Insurance Certificate Management Business Certification and Prequalification Emergency Operations Reverse Auction RFP Evaluation Key Benefits • User Friendly • Highly Secure • Robust • Proven System • Online Bidding • Online O&A • Online Bid Openings ■ Advanced Reporting • Collaboration • Ensured Compliance • Good Faith Effort • Diversity Outreach • License Verification • Integrated Modules • Yearly Enhancements • #1 Vendors Choice Interactively search, view, create, manage and communicate with vendors. Quickly and efficiently manage the process of creating, managing, receiving and awarding bids entirely online. Create, manage and view relevant contract information throughout the lifetime of each contract. Maintain and retrieve up-to-date information on insurance certificates through an automated process online. CertifylprequaIify, manage, maintain, and retrieve current information on vendors, all while a complete history of the process records in the system. Manage, maintain, and retrieve current information on vendors that provide goods, services and heavy equipment in the event of emergencies. Create and conduct a descending auction for standard goods or services. Monitor in real-time, run reports and make an award. Conduct the RFP evaluation process entirely online. Assign evaluators, set evaluation criteria, attach related documents, build scoring measures and allow online communication. • Austin Sundt JointVenture • California State Universities ■ City of Anaheim • City of Burbank • City of Clovis • City of Fontana • City of Hartford • City of Irvine • City of Long Beach • City of Monrovia • City of Ontario • City of Pasadena • City of Sacramento • City of San Diego • City of Temecula • City of Toledo Copyright (D 2000 - 2014 Planet8ids, Inc. Partial Client List • Los Angeles Community College District ■ Metropolitan Water District of Southern California ■ ❑mnitrans • Orange County Fire Authority • Orange County Sanitation District • Port of Long Beach • Port of Portland • San Diego Association of Governments • San Diego County Regional Ai rport Authority ■ Southern California Regional Rail Authority • Township of Waterford F-PLANETBIDS ORIGINAL. Contract 800520-OB between San Diego County Regional Airport Authority and PlanetBids, Inc. For eProcurement Software System Services Pace 1 of 31 Gen C*tjr*W 124-15 ORIGINAL TABLE OF CONTENTS Page # I. DEFINITIONS............_......................................................................................................................... 3 2. TERM ........... .......... ................................. —..— ..... ...................... . ...................................... . ......... 4 S. SCOPE OF WORK ... . ............................... . ......................... . ............................................................. 4 4. COMPENSATION ............ ............ ....... .............................................................................................. 4 5. INVOICES ........... .................. . I ........... . ... ....... ............... I ......... . ....................................................... 5 6. ACCOUNTING RECORDS .......... ............ .................................................. I ...................................... 0 7. TIME 19 OF THE ESSENCE ........ ..................................................................... I .......................... 8. ASSIGNMENT OR TRANSFER PROHIBITED ......................... . .... ................... I ......................... 9. TERMINATION .. .......................... ... .... I . . ................ I ........ ................................ . ............................. 6 10. PROPRIETARY INFORMATION & SSI INFORMATION OF AUTHORITY OR TSA .........................7 11. AUTHORITY OWNERSHIP OF SERVICES AND WORK PRODUCT ................................................8 12. INDEPENDENT CONTRACTOR........................11 ........................... I ............................................ . ..... 8 13. SUBCONTRACTORS............_ ... ................................. .......... I ..................... I ..................... ......... 8 14. INSURANCE REQUIREMENTS.......................................................................................................... 15. INDEMNIFICATION .............. . ............................................ ...... . ............... I ...................................... 10 16. CONFORMANCE WITH RULES AND REGULATIONS ................................................................... 10 17. PREVAILING WAGE ........... .............. I ........................................... I .................................. I ........... 10 18. BANKRUPTCY ................... ........................................ ..................................................................... 11 19. LICENSES AND PERMITS._.................I ........ .... ......... ...... —, ........ I ............................................ 20. CONFLICT OF INTEREST ............................. ...... . .......................................................................... 11 21. ENTIRE UNDERSTANDING ...................................... I ....................................................................... 11 22. NON-DISCRIMINATION ....................................... ...... -1 ........ 11 ...................................... I .................. 11 23. PARTIAL INVALIDITY.................................I ..................................................................................... 11 24. NOTICES........._.............................................._........ I ............. I .......................................................... 11 25. INTERPRETATION ................................ I ....... ................................. . ................................................ 12 26. JOINT AND SEVERAL LIABILITY.................................................................................................... 12 27. WAIVER........._ .......................... .................. I ...... I .......................... .......................................... ....... 13 29. COST OF LITIGATION AND/OR ADMINISTRATIVE ACTIONS - ATTORNEY FEES ....................13 29. AUTHORITY'S RIGHT TO CONTRACT WITH OTHERS .............. . ............................... . ................ 13 30. EFFECT OF DEBARMENT OF CONTRACTOR ON EXISTING CONTRACTS ..............................13 31. PROHIBITION OF BENEFITS: ... .......... ........................................................................................... 13 32. FEDERAL AVIATION ADMINISTRATION REGULATIONS ............................................................13 33. SIGNATURES: ............................................................................................................................... . ... 24 EXHIBITA — SCOPE OF WORK....._....._ ..... . .......................... ...................................... ........................ 25 EXHIBITS— COMPENSATION & PAYMENT SCHEDULE ...................................................................... 28 EXHIBIT C — INSURANCE REQUIREMENTS FOR CONTRACTOR ..................................... ................. 31 Page 2 of M Gen Counsel 12-4-16 ORIGINAL SAN DIEGO COUNTY REGIONAL. AIRPORT AUTHORITY Contractor Agreement This Agreement is made by and between the SAN DIEGO COUNTY REGIONAL AIRPORT AUTHORITY, and PLAN ETBIDS, INC., a California corporation. The Parties agree: i. DEFINITIONS: As used within this Agreement, the following terms shall have the meanings as set forth below: Accountino Records: any and all documents relating to invoices, costs, payment, settlement, or supporting documentation of Contractor relating to this Agreement. Ppreement: this Service and Consulting Agreement including all exhibits and attachments. AJ=: the San Diego International Airport. Audit Period: the period of time from commencement of the term of the Agreement to the third anniversary of the Authority's final payment under the terms of this Agreement. tAu horb: the San Diego County Regional Airport Authority, a local governmental entity of regional government, acting through Its President/CE0 for purposes of this Agreement. Compensation: all monetary consideration provided Contractor pursuant to this Agreement including fees and Reimbursable Expenses. Contractor: PlanetBids, Inc., a California corporation, and any officers, directors, employees, agents, or volunteers of Contractor. Desion Professional: any of the following professions: - Architects licensed pursuant to Chapter 3 of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter, -Landscape Architects licensed pursuant to Chapter 3.5 of Division 3 of the Business and Professions Code, and a business entity offering landscape architect services in accordance with that chapter; - Profeessional Engineers registered pursuant to Chapter 7 of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter; and -Professional Land Surveyors licensed pursuant to Chapter 15 of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter. DH$: the U. S. Department of Homeland Security. Expenses: expenditures made by Contractor In the necessary and reasonable performance of this Agreement. Expenses Include costs for travel, facilities, equipment, personnel, tools, and other materials. See °Reimbursable Expenses" below. FAA: the Federal Aviation Administration. Non -design Professional: all professions other than Design Professionals as defined above. Parties: the Authority and Contractor collectively. Presldent/CEO: the Presldenf/CEO of San Diego County Regional Airport Authority or his/her designee. Page 3d31 Gen Counsel 12-4-15 ORIGiNAL Promletary Information: all confidential, personal, proprietary and trade secret Information and materials of the Authority, or of its Board, officers, employees, or of its suppliers, vendors or customers. Proprietary Information includes, without limitation, any: (a) Information, ideas or materlals of a technical or creative nature, such as designs and specifications, computer source and object code, and other materials and concepts relating to the Authority's intellectual property rights; (b) information, ideas or materials of a business nature, such as rm-public financial information; information regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees and salaries; development plans; business and financial plans and forecasts; (c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof, received by Contractor in the course of Contractor's rendering of the Services to the Authority, including, without limitation, records and any other materials pertalning to the Work Product; and (d) information, Ideas and opinions of a personal nature, such as the thoughts, impressions, personal histories and goals of Authority employees. Reimbursable ExoensQl: those Expenses which are identified in "Exhibit B" to this Agreement as reimbursable by the Authority. Services: all actions, assistance, and dellverables described in 'Exhibit A" to this Agreement. SSI information; all documents, data, reports, drawings, specifications and other works, whether complete or incomplete, in oral, written, graphic or electronic form related to airport or airline security or contingency plans, security incident response plans, security directives, or any other such documents or materials protected by 49 CFR Part 1520 or defined in Part 1521. TSA: the Transportation Security Administration, or any successor to the TSA. Work Product: all documents, data, reports, drawings, specifications, and other works, including copies prepared by Contractor pursuant to this Agreement, whether complete or incomplete and whether in oral, written, graphic, or electronic form. 2. TERM: The term of this Agreement commences on March 1, 2017 and ends February 29, 2020 (the 'Term'), with an option for Two (2) one-year extensions, which may be exercised at the sole discretion of the Authority. 3. SCOPE OF WORK: Subject to the terms and conditions set forth in this Agreement, Contractor shall provide the Authority with the Services set forth in "Exhibit A" entitled "Scope of Work", which is attached to and incorporated In this Agreement. 4. COMPENSATION: A. General: Authority shall pay Contractor for the Services provided in accordance with the terms set forth in "Exhibit B". entitled "Compensation and Payment Schedule", which is attached to and incorporated In this Agreement. Authority shall make good faith efforts to pay Contractor all undisputed amounts within thirty (30) days of Authority's approval of Contractor's invoice submitted in accordance with Section 5 of this Agreement. The payments specified in "Exhibit B" shall be the only compensation to which Contractor shall be entitled under this Agreement. Authority has no obligation to expend the amount of monies designated as Maximum Amount Payable or to pay any amount In excess of the Maximum Amount Payable. B. No Guarantee of Compensation: Should this Agreement be an 'on-calr agreement, Authority makes no guarantee to Contractor as to the amount of Contractor -provided Services that will be requested by the Authority or the amount of compensation that will Page 4 of 31 Gen Counsel 12-4--16 ORIGINAL be provided Contractor pursuant to this Agreement. Under no circumstances, shall Contractor or any of Its subcontractors be entitled to or compensated for any direct or indirect loss arising from or relating to Authority's failure to authorize performance of Services under this Agreement. Said direct and indirect loss includes, but is not limited to, loss of expected profits, business overhead, loss of producbvlty; and loss of opportunity to work on other projects. C. Staff Assignments: Contractor agrees to assign only competent personnel to perform Services according to the reasonable and customary standards of training and experience in the relevant field. Where Services are provided on an hourly rate basis, Contractor agrees to use personnel with the lowest hourly rate to competently provide Services. Failure to assign competent personnel will oonstitute grounds for immediate termination and/or refusal to compensate Contractor for such Services. D. Staff Continufty: Contractor will use Its best efforts to ensure continuity of personnel assigned to perform Services. Contractor will obtain Authority's prior approval before reassigning any full-time staff. E. Expenses: Unless expressly provided otherwise In "Exhibit B7. Contractor shall bear all expenses required to perform Servloes pursuant to this Agreement. 5. INVOICES: Contractor shall submit monthly invoices, or at such other intervals as otherwise directed by Authority, describing the Services and Reimbursable Expenses for which payment is sought in accordance with Sections 3 and 4 of this Agreement. Invoices shall be In a form acceptable to the Authority and include the following: A. Documentation of Services: 9 } Contractor shall submit monthly Invoices that identify by name each person or persons who provided Servloss during the period covered by the invoice. Unless otherwise agreed to by the Authority, the invoice, below each person's name, will describe with specificity each task the person performed and the date(s) that the person performed the task. Following the description of each task performed, the invoice will list (i) the amount of time by date that the person expended on the task, (11) the documents associated with the task that the individual prepared, (Iii) the compensation requested for the tasks provided by the person, and (Iv) the basis of calculation of the compensation. For each identified task, the invoice will identify the authorized Reimbursable Expenses incurred by the individual in performance of each task. Identification of Reimbursable Expenses will Include the documentation specified below. 2) Contractor shall provide written notice to the Authority when the total compensation expended under the Agreement reaches 75% of the total compensation allowed. If requested in writing by the Authority, each Invoice shall state the total compensation and expense for each task billed as of the date of the statement and provide a running total of alJ compensation and expenses Invoiced from the beginning of the Agreement year in which Contractor began providing Services to the date of the current invoice. B. Documentation of Reimbursable Expenses: 1) Reimbursable Expenses, if any, for which Contractor may request reimbursement are set forth specifically in "Exhibit B". 2) Reimbursable Expenses under $25.00: Contractor shall attempt In good faith to attach to each Invoice all necessary documentation and receipts to support expenses under $25.00. Page 5 of 31 Gen Counsel 124-15 ORIGINAL 3) Reimbursable Expenses over $25.00: Contractor shall attach to each invoice, detailed, Itemized receipts to support expenses over $25.00. In no event will the Authority reimburse Contractor for expenses over $25.00 that are not supported by necessary written detailed documentation with itemized receipts. C. Declaration To Accompany Each Invoice: Invoices submitted shall contain the following signed certification at the end of the billing statement: "I hereby certify under penalty of perjury that the above bill Is just and correct according to the terms of the Agreement between Contractor and the Authority and that payment has not been received. By: D. Invoice Address: Unless otherwise agreed by the Parties, all Invoices shall be sent to the Authority at the address specified below: San Diego County Regional Airport Authority Accounts Payable P.O. Box 82776 San Diego CA 92138-2776 6. ACCOUNTING RECORDS: During the Audit Period, the Contractor shall maintain an acceptable cost accounttng system. The Contractor agrees to provide the Authority or any other authorized government entity, including but not limited to the FAA and the Comptroller General of the United States or any of their duty authorized representatives, access to any books, documents, papers and records of the Contractor which are pertinent to this Agreement for the purpose of making audit examination, excerpts and transcriptions. The Authority or any other authorized government entity, including but not limited to the FAA and the Comptroller General of the United States or any of their duty authorized representatives, may audit Contractor's Accounting Records. Such audits) shall be conducted at reasonable times. Contractor shall maintain all Accounting Records for the entire length of the Audit Period, and shall fully cooperate with any such audit(s). Contractor shall maintain all records within the County of San Diego. If Contractor fails to maintain all records within the County of San Diego, Contractor agrees to reimburse Authority for reasonable expenses involved In traveling to the records storage site. Except as provided In this section, the cost of an audit shall be borne by the Authority. However, y the audit reveals a discrepancy of more than two percent (2%) between the Compensation requested by Contractor in accordance with this Agreement and the compensation determined by the audit, Contractor shall pay the cost of the audit as reasonably determined by the Authority. 7. TIME IS OF THE ESSENCE: Time is of the essence in this Agreement. If Contractor falls to competently perform Services within the time periods specified in "Exhibit A", or, If no time periods are specified, within a reasonable time period, Authority may terminate this Agreement pursuant to the terms of this Agreement. S. ASSIGNMENT OR TRANSFER PROHIBITED: This Agreement is a personal services agreement between the Parties. Contractor may not in any manner, by operation of law or otherwise, assign, hypothecate, encumber or transfer this Agreement or any of the rights, duties or obligations under this Agreement, in whole or in part, without the express, prior written consent of the Authority. Any attempted or purported assignment of any right or obligation pursuant to this Agreement, without such consent, shall be voidable at the sole discretion of Authority and grounds for termination pursuant to the terms of this Agreement. 9. TERMINATION: A. If the President/CEO, in his/her sole discretion, becomes dissatisfied with Contractor's performance under this Agreement, the President/CEO may terminate this Agreement by Paw 6 C181 Gen Counsel 12-4-15 ORIGINAL giving written notice to Contractor. Such termination shall be effective immediately on delivery of such notice to Contractor. B. In addition to any other rights and remedies allowed by law and this Agreement, either party may terminate this Agreement with or without cause by giving thirty (30) days prior written notice. Such ternination shall be effective on the date specified in the written notice. C. Contractor shall cease performing Services on the effective date of termination and Contractor shall have no further rights under this Agreement except as expressly provided herein. The Authority shall have all rights and remedies provided by law. D. Upon termination of this Agreement, Contractor may be compensated in accordance with 'JExhibit B" only for Services actually performed and accepted by Authority. Contractor shall not be entitled to any compensation for contractual damages, including, but not limited to expected lost profits, office overhead, loss of productivity, lost opportunity to work on other projects or any other consequential or incidental damages arising from the termination of this Agreement. E. tf the termination Is due to the failure of the Contractor to fulfill the obligations, the Authority may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Contractor shall be liable to the Authority for any additional cost occasioned to the Authority thereby. If, after notice of termination for failure to fulfill the obligations In this Agreement, it is determined that the Contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Authority. In such event, compensation to the Contractor shall be determined In accordance with subsection D, above F. Upon termination of this Agreement, Contractor shall deliver immediately to the Authority all property belonging to the Authority, whether given to Contractor by the Authority or prepared by Contractor In the course of rendering the Services, including, but not limited to, all Work Product then in progress, including all material in Contractor's possession that contains Proprietary Information or SSI Information and any copies thereof, whether prepared by Contractor or others. Following termination, Contractor shall not retain any written or other tangible (including machine-readable) material containing any Proprietary Information or SSI Information. 10. PROPRIETARY INFORMATION & SSI INFORMATION OF AUTHORITY OR TSA: A. General: Contractor's Services may involve access to and creation of Proprietary Information or SSI Information. B. Restrictions on Use and Disclosure: During the term of this Agreement and thereafter, Contractor shall: (a) hold and use Proprietary Information or SSI Information in strict confidence and solely for the benefit of Authority and not for the benefit of Contractor or any third party; (b) not copy or use any Proprietary Information, except as necessary to perform Services; and (c) not disclose or otherwise make available any Proprietary Information or SSI Information to any third parry unless first authorized in writing by the Authority. C. Restrictions on References to Authority: Contractor shall not represent In any way that Authority endorses or supports Contractor or Contractor's activities without the prior written consent of Authority. Contractor is prohibited from making any representations regarding the relationship between Contractor and Authority without the prior written consent of Authority. Contractor shall not make any representations about Authority or use the Authorlty's name or the name of any of its Board Members, employees, or agents P%G?d31 Gen Counsel V-4-15 ORIGINAL in documents or material generated by Contractor without the Authority's prior written consent. D. Indemnity: Contractor shall hold harmless and indemnify Authority for the payment of any dull penalties assessed Authority by the TSA or DHS because of Contractor's unauthorized release or divulging of any SSI Information. 11. AUTHORIJY OWNERSHIP OF SERNICES AND WORK PRODUCT: Authority shall own all Services, Including, but not limited to Worts Product, prepared pursuant to this Agreement. Ownership includes all rights attendant to ownership, including rights of copyright, patent, and Intellectual property rights. Contractor, at Its own cost and expense, shall deliver all Work Product to Authority when requested by Authority. With prior written consent of Authority, Contractor may retain limited copies of Work Product, but only for purposes expressly authorized in Authority's consent. Work Product, including copies retained by Contractor, may not be shown to any other public or private person or entity unless expressly authorized In writing by Authority. 12.INDEPENDENT CONTRACTOR: Contractor is an independent contractor in the performance of this Agreement and shall act in an Independent capacity and not as an officer or employee of the Authority. Contractor shall have no authority to act as an agent on behalf of the Authority unless specifically authorized to do so in writing. Authority shall have no liability for Contractor's actions and performance and assumes no responsibility for taxes, bonds, payments, or other commitments, implied or express, that may be made by or for Contractor. Contractor shall purchase all bonds and pay all taxes required for the performance of Services. Nothing contained in this Agreement shall be construed as creating a partnership or Joint venture between Contractor and Authority or between Contractor and any other entity or party or cause Authority to be responsible in any way for the debts or obligations of Contractor or any other party or entity. 13. SUBCONTRACTORS: Contractor agrees that all of its subcontractors shall be subject to the prior written approval by the Authority. Contractor shall remain responsible to the Authority for any and all Services and obligations required under this Agreement, whether performed by Contractor or its suboontractor(s). Any subcontractor(s) employed by Contractor shall be Independent contractors and not agents of the Authority. Contractor shall ensure Its subcontracts and other agreements made pursuant to this Agreement with subcontractor(s) incfude all applicable requirements set forth by this Agreement, including, but not limited to, sections entitled: "Insurance Requirements", "Indemnification% and "Conformance with Rules and Regulations". 14. INSURANCE REQUIREMENTS: A. Contractor shall procure, at Its expense, and keep in full force and effect at all times during the term of this Agreement, the types and amounts of insurance specified In "Exhibit C", entitled "Insurance Requirements for Contractor", which is attached hereto and incorporated by reference herein. The specifled insurance shall Include and Insure Authority, its Board and all its officers, employees, and agents, their successors and assigns, as additional insureds, against the areas of risk associated with the Services as described in "Exhibit A" with respect to Contractor's acts or omissions in the performance of this Agreement, its operations, use, and occupancy of the Akport, and other related functions performed by or on behalf of Contractor In, on or about Airport. B. Each specified insurance policy (other than Worker's Compensation and Employers' Liability and fire and extended coverages) shall contain a Severability of Interest (Cross Liability) clause which states, "It is agreed that the insurance afforded by this policy shall apply separately to each insured against whom a claim Is made or suit is brought except Page B of 31 Gen Counsel 12.4-15 ORIGINAL with respect to the limits of the company's liability," and a Contractual Endorsement which shall state, "Such insurance as is afforded by this policy shall also apply to liability assumed by the insured under insured's Agreement with the Authority.' C. All such insurance shall be primary and non-contributing with any other insurance held by Authority where liability arises out of or results from the acts or omissions of Contractor, its agents, employees, officers, assigns, or any person or entity acting for or on behalf of Contractor. Such policies may provide for reasonable deductibles and/or retentlons acceptable to the President/CEO based upon the nature of Contractor's operations and the type of Insurance involved. D. Authority shall have no fiabilty for any premiums charged for such coverage(s). The Inclusion of Authority, its Board and all Its officers, employees, and agents, their successors and assigns, as insureds is not intended to, and shall not, make them, or any of them, a partnier or Joint venturer with Contractor In Contractor's operations at Airport or in the performance of this Agreement. In the event Contractor fails to furnish Authority with evidence of insurance and maintain the insurance as required, Authority upon ten (10) days prior written notice to comply, may, but shall not be required to, procure such insurance at the cost and expense of Contractor, and Contractor agrees to promptly reimburse Authority for the cost thereof plus fifteen (15%) percent for administrative overhead. Payment shall be made within thirty (30) days of Invoice date. E. At least ten (10) days prior to the expiration date of the above policies, documentation showing that the insurance coverage has been renewed or extended shall be filed with Authority. If such coverage Is canceled or reduced, Contractor shall, within fifteen (15) days of such cancellation or reduction of coverage, file with Authority evidence that the required Insurance has been reinstated or provided through another insurance company or companies. F. Contractor shall provide proof of all required insurance and related requirements to Authority either by production of: the actual insurance policy(ies); or a Certificate of Insurance in a form acceptable to the Authority; or a broker's letter acceptable to the President/CEO in both form and content in the case of foreign insurance syndicates, or other written evidence of insurance acceptable to the President/CEO. The documents evidencing all required coverages shall be filed with Authority prior to Contractor performing Services or occupying the Airport. The documents shall contain (i) the applicable policy number, (II) the inclusive dates of policy coverages, (ili) the insurance carrier's name, address and telephone number, (iv) shall bear an original signature of an authorized representative of said carrier, and (v) shall provide that such insurance shall not be subject to cancellation, reduction in coverage, or nonrenewal except after written notice by certified mail, return receipt requested, to the Authority at least thirty (30) days prior to the effective date thereof. Authority reserves the right to have submitted to it, upon request, all pertinent information about the agent, broker, and carrier providing such Insurance. G. Authority and Contractor agree that the insurance policy limits specified herein shall be reviewed for adequacy annually throughout the term of this Agreement by the President/CEO who may, thereafter, require Contractor, on thirty (30) days prior written notice, to adjust the amounts of insurance coverage to whatever reasonable amount said President/CEO deems to be adequate. H. All Insurance policies required herein shall have a minimum Best financial rating of A minus 7. Page 9 of 31 Gen Counsel 42-4-15 ORIGINAL. I. Submission of insurance from a non-Califomia admitted carrier is subject to the provisions of California Insurance Code §§ 1760 through 1780, and any other regulations and/or directives from the State Department of Insurance or other regulatory board or agency. Contractor agrees, except where exempted, to provide Authority proof of said insurance by and through a surplus line broker licensed by the State of California at the address specified below. San Diego County Regional Airport Authority Risk Management Department P.O. Box 82776 San Diego, CA 82138-2776 15. INDEMNIFICATION: A. Non -Design Professionals: In addltlon to the provisions of the preceding section entitled 'Insurance Requirements", Contractor shall indemnify, hold harmless and defend the Authority, its Board, officers, directors, employees, agents and volunteers from and against all claims, damages, losses and expenses, including reasonable attorneys' fees and court costs, arising out of, pertaining to, or relating to the performance of the Services described herein, caused by any act or omission of Contractor and/or any of its subcontractors, employees, agents, officers and directors, except where caused by the sole negligence or willful misconduct of the Authority. B. Design Professionals: Notwithstanding the provisions of the above, the following provision shall apply to Contractors that are Design Professionals when providing professional design services to Authority. In addition to the requirements of the section entitled `Insurance Requirements", Contractor shall Indemnify, hold harmless and defend the Authority, its Board, officers, directors, employees, agents and volunteers from and against all claims, damages, losses and expenses, including reasonable attorneys' fees and court costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor and/or any of its subcontractors, employees, agents, officers and directors. 16. CONFORMANCE WITH RULES AND REGULATIONS: A. Contractor agrees to abide by any and all: 1) Applicable rules, regulations, resolutions, policies, codes, orders and restrictions which are now In force or which may be hereafter adopted by the Authority with respect to the operation of the Airport; 2) Orders, directives, or conditions issued, given or imposed by the President/CEO with respect to the use and operation of the Airport; and 3) Applicable laws, ordinances, statutes, rules, regulations, or orders of any federal, state, county, municipal or other governmental entity, exercising jurisdiction over the Airport. B. Contractor acknowledges that it has reviewed and accepts the SDIA Security Instructions posted on the Authority's website at www.san.orq. If TSA imposes a fine or penalty on the Authority for Contractor's non-compliance with federal laws and or TSA rules and regulations, then Contractor shall reimburse and indemnify the Authority for the entire amount of the fine or penalty. 17. PREVAILING WAGE: State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to §§1720, 1720.2, 1720.3, 1720.4 and Pape 10 of 31 Gen Counsel 12.1-16 1771. Contractor is solely responsible to determine if state prevailing wage rates apply and, If applicable, pay such rates In accordance with all laws, ordinances, rules, and regulations. 18. BANKRUPTCY: In the event Contractor commences a proceeding under the Federal Bankruptcy Act or is adjudicated bankrupt or Insolvent, or a judicial sale is made of Contractor's interest under thls Agreement, this Agreement shall at the option of the Authority immediately terminate and all rights of Contractor hereunder shall immediately cease and terminate. If during the term of this Agreement, Contractor files for bankruptcy protection, it covenants and agrees to serve the Authority with a copy of the court filing documents within five (5) days thereafter. 19. LICENSES AND PERMITS: Contractor shall possess all licenses, permits, qualifications, and approvals of whatever nature legally required for Contractor to perform the Services under this Agreement Contractor represents and warrants that it, at its sole cost and expense, shall keep in effect at all times during the term of this Agreement any and all licenses, permits, and approvals that are required for Contractor to practice its profession and/or perform the Services. 20. CONFLICT OF INTEREST: Contractor is not now a party to, and during the term of this Agreement shall not enter into, any contract or agreement that will create a conflict of interest with its duties to the Authority under this Agreement. 21. ENTIRE UNDERSTANDING: This Agreement contains the entire agreement of the Parties and supersedes aA prior negotiations, discussions, obligations, and rights of the Parties regarding this Agreement. Contractor acknowledges that there Is no other written or oral understanding between the Parties. No modification, amendment, or alteration of this Agreement shall be valid or enforceable against the Authority unless it is in writing, property approved and executed by all Parties. 22. NON-DISCRIMINATION: Contractor agrees at ail times to fully comply with all laws prohibiting discrimination against any persm or class of persons by reason of race, color, gender, religious creed, sex (including pregnancy or child birth), age, national origin, ancestry, sexual orientation, physical or mental disability, medical condition including genetic characteristics, veteran status, marital status, family care status, or any other considerations made unlawful by federal, state or local law in performance of this Agreement. If the use provided for in this Agreement allows Contractor to offer accommodations or services to the public, such accommodations, or services shall be offered on fair and reasonable terms. 23. PARTIAL INVALIDITY: If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder shall remain in full force and effect, and shall in no way be affected, impaired or Invalidated. 24. NOTICES: A. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated; (a) by personal delivery on the date that personal delivery is accomplished; (b) by overnight courier upon the date of signature verification of receipt; or (c) by certified or registered mail, return receipt requested, upon signature verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing: If to the Authority: President/CEO San Diego County Regional Airport Authority P. O. Box 82776 San Diego, California 92138-2776 Pape 11 of 31 Gen Counsel 12-4-15 ORIGINAL If to Contractor: Alan Zavian, CEO PlanetBids, Inc 5850 Canoga Ave., Suite 301 Woodland Hills, CA 91367 B. Effectiveness: Contractor agrees that Notice from the President/CEO shall be effective as to the Contractor as if it were executed by the Board or by Resolution of the Board. 25. INTERPRETATION: A. Section Headings: Section headings In this Agreement are for the convenience and reference of the Parties, and do not define or limit the scope of any section or provision. B. Fair Meaning: The language of this Agreement shall be construed according to its fair meaning, and not strictly for or against either Party. C. Two Constructions: If any provision in this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. D. Governing Law: This Agreement and all of its terms and conditions shall be construed, interpreted and applied in accordance with, governed by, and enforced under the laws of the State of California. E. Venue: Notwithstanding applicable provision of 28 U.S.C. § 1391 or of California Code of Civil Procedure § 394, the Parties agree that the venue In all matters arising out of this Agreement shall be the Superior Court of California, County of San Diego. F. Gender: The use of any gender shall Include all genders, and the use of any number shall be construed as the singular or the plural, all as the context may require. G. Integrated Agreement: The Parties agree that this Agreement and any documents to which it refers contain the whole agreement between the Parties relating to the terms and conditions by which Contractor Is to provide Services. The Parties further agree that this Agreement supersedes all previous understandings and agreements between the Parties regarding such terms and conditions. Each party to this Agreement acknowledges that, in agreeing to enter Into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance that is not set out in this Agreement or in any documents to which it refers, that was made before the execution of this Agreement. Each party waives all rights and remedies which, but for this provision, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance. However, nothing in this provision shall limit or exclude any liability for willful misconduct or fraud. The Parties further agree that no alteration or variation of the terms of this Agreement shall be valid unless made In writing and signed by the Parties. H. Other Agreements Not Affected: Except as specifically stated herein, this Agreement and its terms, conditions, provisions and covenants shall not in any way change, amend, modify, alter, enlarge, Impair or prejudice any of the rights, privileges,duties or obligatlons of either of the Parties under or by reason of any other agreement between the Parties. 26, JOINT AND SEVERAL LIABILITY: If Contractor is a limited liability company ("LLC"), partnership, or joint venture or is an entity comprised of more than one party or entity, the obligation imposed on Contractor under this Agreement shall be joint and several, and each member, general partner, joint venturer, party or entity of Contractor shall be jointly and severally liable for all obligations. Page 12 of 31 Caen Counsel 12-4-15 ORIGINAL 27. WAIVER. Waiver by either party of any breach by the other party of any one or more of the terms or conditions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any other term or condition of this Agreement. Failure on the part of either party to require full and complete compliance by the other party with any of the terms or conditions of this Agreement shall not be construed as changing the terms or conditions or preventing full enforcement of other provisions to this Agreement. 28. C T OF LITIGATION ANDIOR ADII@INISTRATIVE ACTIONS . 4TTORNEY FEES: If any actilon, whether an action In litigation or an administrative action, is brought by a party to this Agreement and arises out of or is traceable to any rights, privileges, or obligations bestowed by this Agreement, including but not limited to breach of any provision of this Agreement, the Parties agree that the prevailing party shall be entitled to and the non - prevailing party shah be bound to pay all reasonably incurred costs associated with the action. The Parties agree that all reasonably Incurred costs associated with the action include, but are not Iimited to attorney fees, Costs of legal research incurred in preparing documents filed with the court or administrative body, expert witness fees, and exhibits used in presenting the prevailing party's case to the court, jury or administrative body. 29. AUTHORITY'S RIGHT TO CONTRACT NTH OTHERS: The rights granted by the Authority under this Agreement are not exclusive, and Authority reserves the right to enter into other agreements covering the same or similar Services that are described in the Agreement. 30. EFFECT OF DEBARMENT OF CONTRACTOR ON EXISTING CONTRACTS: For the entire term of this Agreement, Authority reserves the right to immediately terminate this Agreement in the event that Contractor or any subcontractor Is debarred from contracting or providing services by the Authority, the federal government, or by any other California governmental entity. 31. PROHIBITION BENEFITS: Contractor Is familiar with the Authority's prohibition against receipt of benefits by Authority personnel as set forth In Authority Code §2.10. The Authority's Code Is posted on the Authority website at www.san.orq.. Contractor agrees not to offer any Authority personnel any benefit prohibited by said Code. The offer or giving of any benefit prohibited by the Authority Code shall constitute a material breach of this Agreement by Contractor. In addition to any other remedies the Authority may have in law or equity, Authority may terminate this Agreement for breach as provided herein. 32. FEDERAL AVIATION ADMINISTRATION REGULATIONS: During the performance of this Agreement, the Contractor, for Itself, its assignees, successors in interest and subcontractors (hereinafter referred to as the "Contractor*) agrees as follows: A. ACCESS TO RECORDS AND REPORTS (2 CFR § 200.326, 2 CFR § 200.333). The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Authority, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. B. BUY AMERICA PREFERENCE (49 U.S.C. § 50101). The Contractor agrees to comply with 49 USC § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP-funded projects are produced In the United States, unless the FAA has issued a waiver for the product, the product is listed as an Page 13 of 31 Gen Counsel 12.4-15 ORIGINAL Excepted Article, Material Or Supply In Federal Acquisition Regulation subpart 25.108; or Is included in the FAA Nationwide Buy American Waivers issued list. C. CIVIL RIGHTS -- GENERAL (49 U.S.C. § 47123). 1) The Contractor agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating In any activity conducted with or benefiting from Federal assistance. 2) This provision binds the contractors from the bid solicitation period through the completion of the contract. 3) This provision Is in addition to that required of Title VI of the Civil Rights Act of 1964.This provision also obllgates the tenantic oncesWonaire/lessee or its transferee for the period during which Federal assistance is extended to the airport through the Airport Improvement Program, except where Federal assistance is to provide, or Is In the form of personal property; real property or interest therein; structures or Improvements thereon. 4) In these cases the provision obligates the party or any transferee for the longer of the following periods: a) the period during which the property is used by the Authority or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; b) the period during which the Authority or any transferee retains ownership or possession of the property. D. CIVIL RIGHTS —TITLE VI. (Appendix 4 of FAA Order 1400.11, Nondiscrimination in Federally -Assisted Programs at the Federal Aviation AdmInIstration). 1) Title VI Solicitation Notice. The Authority, In accordance with the provisions of Trtle VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. 2) Title VI Clauses for Compliance with Nondiscrimination Requirements (Appendix A of Appendix 4 of FAA Order 1400.11, Nondiscrimination in Federally -Assisted Programs at the Federal Aviation Administration). During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the 'Contractor") agrees as follows: a) Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein Incorporated by reference and made a part of this contract. (1) Non-discrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin In the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract Pape U of 31 Gen counsel 12.4-15 ;� Ired M-1 covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. (2) Solicltatlons for Subcontracts. lncludina Procurements of Materl and Eauioment: In all solicitations, either by competitive bidding, or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. (3) Infom-atkm and Reoorts: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives Issued pursuant thereto and will permit access to Its books, records, accounts, other sources of information, and Its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Ads, Regulations, and instructions. Where any information required of a contractor Is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so Certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. (4) Sanctions for Noncomnllanoe: In the event of a Contractor's noncompliance with the Nan -discrimination provisions of this contract, the Authority will Impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: (a) Withholding payments to the Contractor under the contract until the Contractor complies; and/or (b) Cancelling, terminating, or suspending a contract, in whole or in part. (5) Incornoration of Provisions: The Contractor will include the provisions of paragraphs one through six In every subcontract, Including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administmtlon may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes Involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the Authority to enter Into any litigation to protect the interests of the Authority. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. 3) Title VI List of Pertinent Nondiscrimination Authorities (Appendix E of Arvendix 4 of FAA Order 1400.11. Nondiscrimination in Federallv-Assisted Proarams at the Federal Aviation Administration). During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the `Contractor") agrees to comply with the following non-discrimination statutes and authorities, including but not Imited to: a) Title VI of the Civil Rights Act of 1964 (42 U.S.G. § 2000d et seq., 78 stall. 252), prohibiting discrimination on the basis of race, color, national origin). Page 16 or 31 Gen Counsel 12-4-15 ORIGINAL b) 49 CFR Part 21. (Non-discriminatlon In Federally -Assisted Programs of The Department of Transportation --Effectuation of Title VI of The Civil Rights Act of 1964). c) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601, prohibiting unfair treatment of persons displaoed or whose property has been acquired because of Federal or Federal -aid programs and projects). d) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794 et seq., as amended, prohibiting discrimination on the basis of disability) and 49 CFR Part 27. e) The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 at seq., prohibiting discrimination on the basis of age). f) Airport and Airway Improvement Act of 1982 (49 U.S.C. § 47123, as amended, prohibiting discrimination based on race, creed, color, national origin, or sex). g) The Civil Rights Restoration Act of 1987 (PL 100-209 broadening the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and § 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not). h) Titles II and III of the Americans with Disabilides Act of 1990 (42 U.S.C. §§ 12131 — 12189 as Implemented by Department of Transportation regulations at 49 CFR parts 37 and 38, prohibiting discrimination on the basis of disability In the operation of public entities, public and private transportation systems, places of pubic accommodation, and certain testing entities). i) The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123, prohibiting discrimination on the basis of race, color, national origin, and sex). j) Executive Order 12898, Federal Actions to Address Environmental Justice In Minortfy Populations and Low -Income Populations. (ensuring non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations). k) Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). [To ensure compliance with Title Vi, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs.] (70 Fed. Reg. at 74087 to 74100); and 1) Title IX of the Education Amendments of 1972, as amended. (20 U.S.C. § 1681 et seq. prohibiting discrimination because of sex in education programs or activities. E. DISADVANTAGED BUSINESS ENTERPRISE (49 CFR Part 26) 1) Contract Assurance M 26.13). The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in Page 18 of 31 Gen Counsel 12.4-15 ORIGINAL the termination of this contract or such other remedy, as the recipient deems appropriate. 2) Prompt Payment (426.M. The prime Contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime Contractor receives from Authority. The prime Contractor agrees further to mtum retainage payments to each subcontractor within thirty (30) days after the subcontractor's work Is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Authority. This clause applies to both DBE and non -DBE subcontractors. F. FEDERAL FAIR LABOR STANDARDS ACT (Federal Minimum Wage, 29 U.S.C. § 201, et sea.). All contracts and subcontracts that result from this solicitation incorporate the Federal Fair Labor Standards Act by reference, with the same force and effect as If given In full text. The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that pertain to a referenced requirement directly with the Federal Agency with enforcement responsibilities which is the U.S. Department of Labor -Wage and Hour Division. G. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (49 CFR Part 20, Appendix A). 1) The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering Into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for Influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with this Federal contract. grant, loan, or 000perative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," In accordance with its instructions. 2) This certification Is a material representation of fact upon which reliance was placed when this transaction was made or entered Into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.0 § 1352. Any person who falls to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. H. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 (20 CFR Part 1910). All contracts and subcontracts that result from this solicitation incorporate the following provisions by reference, with the same force and effect as If given in full text: Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Contractor has full responsibility to monitor compliance to the referenced statute or regulation. The Contractor must address any claims or disputes that pertain to a referenced requirement Pe®e 17 or 31 Gen Counsel 12•4-15 ORIGINAL directly with the Federal Agency with enforcement responsibilities which is the U.S. Department of Labor -Occupational Safety and Health Administration. RIGHTS TO INVENTIONS (2 CFR §200 Appendix II(F)). All rights to inventions and materials generated under this contract are subject to requirements and regulations Issued by the FAA and the Authority of the Federal grant under which this contract is executed. J. TRADE RESTRICTION CLAUSE (49 CFR Part 30). 1) The Contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a) Is not owned or controlled by one or more citizens of a foreign country included In the list of countries that discriminate against U.S. fines published by the Offloe of the United States Trade Representative (USTR); b) has not knowingly entered into any contract or subcontract for this project with a person that is a cittzen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; and c) has not procured any product nor subcontracted for the supply of any product for use on the project that is produced In a foreign country on said list. 2) Unless the restrictions of this clause are waived by the Secretary of Transportation In accordance with 49 CFR 30.17, no contract shall be awarded to a Contractor or subcontractor who is unable to certify to the above. If the Contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Authority cancellation of the contract at no cost to the Government. 3) Further, the Contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and In all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. 4) The Contractor shall provide immediate written notice to the Authority if the Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the Contractor if at any time It leams that its certification was erroneous by reason of changed circumstances. 5) This certification Is a material representation of fact upon which reliance was placed when making the award. If It Is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Authority cancellation of the contract or subcontract for default at no cost to the Government. 6) Nothing contained In the forgoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and Information of a Contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. Page 16 of 31 Gen Counsel 12r AS ORIGINAL 7) This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under 18 U.S.C. § 1001. K. TERMINATION OF CONTRACT (2 CFR § 200 Appendix II(B)). 1) The Authority may, by written notice, terminate this contract in whole or in part at any time, elther for the Authority's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Authority. 2) If the termination Is for the convenience of the Authority, an equitable adjustment in the contract price will be made, but no amount will be allowed for anticipated profit on unperformed services. 3) If the termination is due to failure to fulflll the Contractors obligations, the Authority may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Contractor is liable to the Authority for any additional cost occasioned to the Authority thereby. 4) If, after notice of termination for failure to fulfill contract obligations, it is determined that the Contractor had not so failed, the termination will be deemed to have been effected for the convenience of the Authorlity. In such event, adjustment in the contract price will be made as provided in paragraph 2 of this clause. 5) The rights and remedies of the Authority provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. L. DEBARMENT AND SUSPENSION (2 CFR part 180 (Subpart C); 2 CFR part 1200; DOT Order 4200.5 DOT, Suspension & Debarment Procedures & Ineligibility). 1) Certificate Reaardina Debarment and Suspension (Bidder or Offeror). a) By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the bidder or offeror submits its proposal that neither it nor Its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. 2) Certification Reaardina Debarment and Suspension (Successful Bidder Reaardinq Lower Tier Participants). a) The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transedlon", must verify that each lower tier participant of a "covered transaction" under the project Is not presently debarred or otherwise disquaiified from participation In this federally assisted project. The successful bidder will accomplish this by: (1) Checking the System for Award Management at website: httD://www.sam.aov. (2) Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. (3) Inserting a clause or condition In the covered transaction with the lower tier contract. Pape 19 of W Gen counsel IZ4-15 ORIGINAL b) If the FAA later determines that a lower tier participant failed to tell a higher tier that It was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy, including suspension and debarment. M. BREACH OF CONTRACT (2 CFR §200 Appendix II(A)). Any violation or breach of terms of this Agreement on the part of the Contractor or Its subcontractors may result In the suspension or termination of this Agreement or such other action that may be necessary to enforce the rights of the parties of this Agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. N. CLEAN AIR AND WATER POLLUTION CONTROLS (2 CFR § 200 Appendix II(G)). Contractors and subcontractors agree: 1) That any facility to be used in the performance of the contract or subcontract or to benefit from the contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities; 2) To comply with all the requirements of § 114 of the Clean Air Act, as amended, 42 U.S.C. § 1657 of seq. and § 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in § 114 and § 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder; 3) That, as a condition for the award of this Agreement, the Contractor or subcontractor will notify the awarding official of the receipt of any communication from the EPA indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; 4) To include or cause to be Included in any construction contract or subcontract which exceeds $100,000 the aforementioned criteria and requirements. O. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (2 CFR § 200 Appendix 11(E)) 1) Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or Involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked to excess of forty hours in such workweek. 2) Violation; Liabilitv for Unpaid Wages; Liquidated Dameoes. In the event of any violation of the clause set forth in paragraph (1) above, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 1 above, In the sum of $10 foreach calendar day on which such individual was required or permitted to work In excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. Pape 20 of 31 Gen Counsel 12445 ORIGINAL 3) Withholdina for Unpaid Waaes and i iouidated Dameael. The Federal Aviation Administration or the Authority shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other Federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which Is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4) Subcontractors. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth In paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. P. EQUAL OPPORTUNITY CLAUSE (41 CFR § 604.4, Executive Order 11246). During the performance of this Agreement, the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrinldnatlon clause. 2) The Contractor wilt, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will oomply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all Information and reports required by Executive Order 11246 of September 24, 1966, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of Investigation to ascertain compliance with such rules, regulations, and orders. 6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared Ineligible for further Government contracts or federally assisted construction Page 21 of 31 Gen Counsel 12-4-15 ORIGINAL contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided In Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will Include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1966, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That In the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Q. ENERGY CONSERVATION REQUIREMENTS (2 CFR §200 Appendix II(H)). The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Public Law 94-163). R. VETERAN'S PREFERENCE (49 U.S.C. § 47112(c)). In the employment of labor (except in executive, administrative, and supervisory positions), preference must be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in 49 U.S.C. § 47112. However, this preference shag apply only where the individuals are available and qualified to perform the worts to which the employment relates. S. TEXTING WHEN DRIVING (Executive Order 13513, and DOT Order 3902.10). The Contractor must promote policies and initiatives for employees and other work personnel that decrease crashes by distracted drivers, including policies to ban text messaging while driving. The Contractor must include these policies in each third party subcontract involved on this project. T. AIRPORT DEVELOPMENT: The Authority reserves the right to further develop or Improve the landing area as it sees fit, regardless of the desires or views of Contractor and without Interference or hindrance. U. REPAIR OF AIRPORT: The Authority reserves the right, but shall not be obligated to Contractor, to maintain and keep the landing area and all its facilities in repair as well as the right to direct and control all activities of Contractor in this regard. V. SUBORDINATION: This Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between the Authority and the United States, relative to the development, operation, or maintenance of the Airport. W. RIGHT OF AIR NAVIGATION; The Authority reserves for itself, its successors, and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft In the airspace above the surface of the premises herein covered by this Agreement. This public right of flight shall include the right to cause any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from or operation on the Airport. Page 22 or 31 Gen Counsel 12-4-16 ORIGINAL X. 14 CFR Part 77: Contractor agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction, modification or alteration of any present or future building or structure is planned for the premises related to this Agreement. Y. OBSTRUCTIONS: Contractor, by accepting this Agreement, expressly agrees for itself, its successors, and assigns that it will not erect nor permit the erection of any structure or object nor permit the growth of any tree on Authority land above the mean sea level elevation of fifty (50) feet. In the event the aforesaid covenants are breached, the Authority reserves the right to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of Contractor. Z. NO INTERFERENCE: Contractor agrees for Itself, its successors and assigns that it will not make use of Authority premises in any manner which might interfere with the landing and taking off of aircraft or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the Authority reserves the right to cause the abatement of such interference at the expense of Contractor. AA. EXCLUSIVE RIGHTS: It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of § 308a of the Federal Aviation Act of 1958 (49 U.S.C. § 40103; P.L. 103-272; 108 STAT. 1102, and as it may be amended in the future). Page 23 of 31 Caen Counsel 12445 ORIGINAL 33. SIGNATURES: A. %%nature of Parties: It is an express condition of this Agreement that it shall not be complete or effective until signed by Authority and by Contractor. B. CounterDa : This Agreement may be executed In one or more counterparts, each of which shall deemed an original and all of which shall be taken together and deemed to be one instrument. APPRO N" , AUM-9awtl o Date: CONTRACTOR: SIGNATURE: NAME SAN DIEGO COUNTY AUTH RITY Sign e Thella F. Bowens Name President/CEO Title Date: 17 �,C�r✓ - 57 /irt-fin/ �r4 ✓�� TITLE: G� DATE:�3 REGIONAL AIRPORT By my signature above, I, hereby certify under penalty of perjury under the laws of the State of California, that I am an officer or employee of the organization with authority to bind and obligate the organization. If your corporatlon has a seal, please affix below: Pape 24 of 31 Gen Counsel 124-15 ORIGINAL EXHIBIT A — SCOPE OF WORK A-1. Purpose: The Authority is entering into this Agreement to obtain Services needed to a provide the Authority with a hosted e-Procurement solution software system designed to automate one or more of the Authority's procurement solicitation, evaluation, contract compliance and/or contract management processes. A-2. Scope of Contractor's Responsibilities, Contractor -Provided Services and Contractor -Provided Deliverables. At the direction of and In consultation with the Authority, Contractor shall configure, implement and provide the Authority with e- Procurement solutions that will enable the Authority and Authority Procurement stakeholders to perform various functions related to the Procurement process. Services shall Include, but are not limited to the following: A. Specified Services: 1. Software Services: Contractor shall provide the following hosted online software applications therein "Software"): a. Vendor Management Module; b. Bid Management Module; c. Advanced eBidding for Public Works; d. Evaluation Management; and e. AN built-in reports 2. Qntlonal Software Servicefrl: Upon Authority's request, Contactor shall supply, additional software modules, including, but not limited to, one or more of the following hosted online software applications: a. Contract Management with Compliance Module; b. Business Certification Management; c. Emergency Operation Management; d. Insurance Certificate Management; and/or e. BM Reverse Auction. 3. Set-uD and Software Confiouratlon: Contractor shall ensure set-up of the Software to include, at a minimum, the following: Departments, Users, Permission Levels, Business Categories, Groups, Special Notices, Agency Documents, Internal System configurations, Online Vendor Registration configurations, e-Bidding configurations, Advance e-Bidding for Public Works configurations, and Evaluation configurations. Contractor shall ensure Authority website and Contractor website shall Integrate in a transparent manner. 4. Software Access: As directed by the Authority, Contractor shall provide the Authority, vendors and the public with twenty-four (24) hour access seven (7) days a week to the Software. 5. Security of Electronic Database: Contractor shall exercise best practices in conformance with industry standards to protect electronic database or databases that contain Authority and vendor Information from unauthorized intrusion or disclosure. Contractor shall take all necessary action to back-up such databases on a continuous basis, and to ensure that full and complete access to the databases is available at least 9916 of the time. 6. Trainina: At no additional cost to the Authority, Contractor shall, within 30 days of written notification by the Authority, facilitate end -user training to Authority Pepe 25 of 31 Gen Counsel 12-4-15 ORIGINAL personnel as identified by the Authority. The training program session(s) shall not exceed four and a half (4.5) hours, with the schedule and location coordinated and agreed to by both Parties. The training session(s) will teach Authority personnel how to utilize the Software. AN Authority personnel who complete the training sessions shall fully understand, have working knowledge of, and have the ability to successfully use the Software. Contractor shall also provide an up4o-date user reference manual to the Authority. Upon the Authority's request for additional modules, Contactor shall, at no additional cost to the Authority, within 30 days of wrftten notification by the Authority, facilitate end -user training to Authority personnel as identified by the Authority. The training program sessions) shall not exceed two (2) hours, with the schedule and location 000rdinated and agreed to by both Parties. The training session(s) will teach Authority personnel how to utilize the Software. All Authority personnel who complete the training sessions shall fully understand, have working knowledge of, and have the ability to successfully use the Software. 7. On -Call Technical Suaooq: At no additional cost to the Authority, Contractor shall maintain a contact number and email for the Authority and vendors to access Contractor for assistance to resolve issues with Authority and vendor users and remedy any hardware or software problems Monday through Friday, excluding Federal Holidays, between the hours of 5:00 a.m. and 5:00 p.m., Pacific Standard Time. B. Additional Services: If and when Authority requests Contractor to provide services in addition to those specified above, Contractor shall develop a work plan detailing the specific tasks to be oompleted and providing a detailed not -to -exceed budget for performing such tasks. Contractor shall not perform any Additional Services until Authority has issued a written notice-to-prooeed with the execution of the work plan. Contractor will not be authorized to perform or invoice Authority for any work not specifically authorized in the Authority's notice -to -proceed. A-3. Nonfinancial Obligations of the Authority: Authority shall provide Contractor with: A. Authority logo artwork; B. Authority °user" names; and C. Authority Software configuration details to include but not limited to: permission levels to control and/or restrict Software access to designated Authority departments or individuals, Authority documents, vendor registration configurations and bidding configurations. A-4. Additional Provisions: A. Intellectual Property Ownership; License Grants: Contractor's Intellectual Propertv: Notwithstanding Paragraph 11, Authority acknowledges and agrees that all rights, title and interest In and to all the Software (including any work product), the documentation made available from time to time, the Website, (including the Look and Feel of the Website) and the Domain Name (PlanetBids.00m) including, without limitation, all patents, copyrights and other Intellectual property rights in any ideas, concepts, designs, inventions, and expressions embodied In such materials, will be at all Imes vested in and remain the property of Contractor, save and except for any of Pege 25 of 31 Gen Counsel 12-4-15 ORIGINAL Authority's Materials to the extent Authority's Materials have been reproduced on the Website. No title or ownership rights whatsoever are transferred to Authority in respect of the Software, documentation, Website (or its Look and Feel) or the Domain Name, except the limited right to use the Software, documentation, Website and Domain Name as part of the Services. Contractor hereby reserves all rights not expressly granted herein. Each Party agrees that it will not, directly or Indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the other party. At the end of the Term, Contractor agrees to cooperate and assist Authority to migrate Authority - specific information from Contractor's system to another format If requested and as directed by Authority. 2. License Grants: Contractor hereby grants to Authority users, as determined by Authority, two (2) types of nonexclusive, royalty -free licenses, during the Term of this Agreement, to use Contractor's existing software and new Software, to include: a. Full -Access user license: Upon request by the Authority, Contractor shalt provide Full -Access user license(s) that allow Authority users full and oomplete access to Software features, as agreed to by both Parties. b. Read -Only user license: Contractor shall provide the Authority with an unlimited number of Read -Only user licenses to allow Authority users the ability to view/read specific areas of the Software, as agreed to by both Parties. c. Limited Access Q&A user license: Upon request by the Authority, Contractor shall provide Limited Access Q&A user license(s) that allow Authority users the ability to viewiread specific areas of the Software and to answer submitted questions online, as agreed to by both Parties. d. Quick Quote user license: Upon request by the Authority, Contractor shall provide Quick Quote user ilcense(s) that allow Authority users the ability to utilize the Quick Quote template in the Bid Management module for informal quotes, as agreed to by both Parties. B. Public Agency Clause: Contractor agrees that other public agencies, including without limitation those defined by Cal. Gov. Code § 6500, shall have the option to piggy -back upon the terms of this Agreement for their own use for the Services defined in this Agreement. The Authority shall incur no financial responsibility or liability in connection with the piggybacking upon this Agreement by another public agency. Contractor agrees that any public agency piggy -backing upon the terms of this Agreement shall be solely responsible for its own arrangement with and payments to the Contractor and that the Authority shall have no responsibility or liability whatsoever regarding the piggybacking arrangement, A one-time set-up fee is applicable to any other public agency In the amount set forth in'Exhibit B." (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 27 of 31 Gen Counsel 12-44 5 ORIGINAL EXHIBIT 8 -- COMPENSATION & PAYMENT SCHEDULE B-1. Compensation for Services: A. For Specified Services. Upon completion of Specified Services identified in ".Exhibit 6" to the satisfaction of the Authority, Contractor shall be compensated in accordance with the following fee schedules. In the event any Specified Services are not used during some portion of the initial twelve month period, payment shall be pro- rated on a daily basis. 1. Software Services (Full -Access user licenses): For providing Software Services for eight (8) Authority Full -Access user licenses, Contractor shall be paid a fixed annual fee as follows: Time Period Annual Fee March 1, 2017 through February 28, 2018 $30,250.00 March 1, 2018 through February 28, 2019 $31,500.00 March 1, 2019 through February 29, 2020 $32,800.00 Option Years: In the event the Authority exercises the Option Years: March 1, 2020 through February 28, 2021 $33,500.00 March 1, 2021 through February 28, 2022 $33,600.00 a. For each additional Authority Full -Access user license, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $2,475.00 per user 2. Software Services !Read -Only user licenses),: For providing unlimited Authority Read -Only user licenses on Software Services, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $5,000.00 3. Software Senn s (Limited Access Q&A user licenses): For providing Authority Limited Access user licenses on Software Services, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $675.00 per user 4. Software Services (Quick Quote user licenses): For providing Authority Quick Quote user licenses on Software Services, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $525.00 per user 5. Oational software Servioe(s): Upon request by Authority, for providing optional software Service(s), Contractor shall be paid, per each application, per the following fee schedule. a. Contract Management Compliance: 1) For providing Contract Management Compliance: Contractor shall be paid a fixed annual fee as follows. Page 28 of 31 Gen Coumel 12-4-15 ORIGINAL. Time Period Annual Fee March 1, 2017 through February 28, 2022 $13,000.00 per year b. Business Certification Management: 1) For providing Business Certification Management, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 29, 2020 $9,000.00 per year March 1, 2020 through February 89, 2022 $9,500.00 per year 2) For providing set-up and software configuration for Business Certification Management, Contractor shall be paid a one --time fixed fee in the amount of Nine Thousand Five Hundred Dollars ($9,500). c. Emergency Operation Management: 1) For providing Emergency Operation Management, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $4,500.00 per year 2) For providing set-up and software configuration for Emergency Operation Management, Contractor shall be paid a one-time fixed fee in the amount of One Thousand Five Hundred Dollars ($1,500). d. Insurance Certificate Management: 1) For providing Insurance Certificate Management, Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $4,600.00 per year 1) For providing Insurance Certificate Management with My Insurance (MI), Contractor shall be paid a fixed annual fee as follows. Time Period Annual Fee March 1, 2017 through February 28, 2022 $6,500.00 per year 2) For providing set-up and software configuration for Insurance Certificate Management, Contractor shall be paid a one-time fixed fee in the amount of One Thousand Five Hundred Dollars ($1,500). e. BM Reverse Auction: 1) For providing BM Reverse Auction, Authority shall pay Contractor a fee for each BM Reverse Auction event requested by the Authority. The fee will be negotiated prior to each said event and agreed to by the Parties. 2) At no cost to the Authority, Contractor shall provide set-up and software configuration for BM Reverse Auction. 6. Set-Uo Fee(s): Upon request by other public agencies, pursuant to the Public Agency Clause in "Exhibit A," for providing set-up of Software Services, Contractor shall be paid by other public agencies, per each application, per the following fee schedule: Vendor and Bid Management Module: $4,500.00 Page 26 of 31 Gen Counsel 12.4-15 ORIGINAL Advanced eBldding: $1,500.00 Evaluation Management Module: $2,500,00 Contract Management with Compliance: $8,500.00 B. For Additional Services. Contractor's compensation for Additional Services shall be as mutually agreed to by the Parties prior to Contractor providing Additional Services. During the entire term of this Agreement including optional year(s), upon completion of Additional Services to the Authority's satisfaction, Authority shall compensate Contractor on an hourly basis as set forth below: Description Hourlv Fee Project ManagerlCTOlPresident $155.00 per hour Custom Application Programmer $145.00 per hour Database DesignerAntegrator $145.00 per hour Content Manager $ 85.00 per hour Graphic Designer $ 85.00 per hour Data Conversfon(Loading Services $ 85.00 per hour B-2. Reimbursable Expenses: In accordance with Sections 4 and 5 of the Agreement, Contractor shall be reimbursed for the following expenses: A. Travel -Related Expenses: All Travel Related Expenses must be pre -approved by Authority. Contractor may be reimbursed for the following travel -related expenses: 1. Air Transportation. Contractor may be reimbursed for the prioe of airline tickets if the expense Is actual, reasonable, and directly related to the performance of Services required under this Agreement. Reimbursement shall be limited to the cost of t the lowest coach fare available. 2. Lodging. Contractor may be reimbursed for lodging if the expense is actual, reasonable, and directly related to the performance of Services required by this Agreement. 3. Other Travel -Related Expenses. Meals shall not exceed the published GSA per diem rates. Contractor may be reimbursed for the cost of other actual, reasonable, and necessary travel expenses subject to the limitations of the prior authorization provided by Authority. B-3. Total Amount Payable: The total amount payable under this Agreement shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Page 30 of 31 Gen Cournel 12-4-15 ORIGINAL EXHIBIT C — INSURANCE REQUIREMENTS FOR CONTRACTOR Contractor shall at all times during the Term of this Agreement maintain, at its expense, the following minimum levels, and types of insurance. C-1. Commercial General Liability: (including, without limitation, Contractual Liability, Personal and Advertising Injury, and Products/Completed Operations coverage's written on an "occurrenos," not "claims made" basis): in the amount of one million dollars ($1,000,000) each occurrence. If policy is subject to a policy aggregate, such aggregate shall not be less than twice the occurrence limit. A. The Commercial General Liability policy shall be endorsed to include the Authority, its agents, officers and employees as an additional Insured. B. The coverage provided to the Authority, as an additional insured, shall be primary and noncontributory. C. Such coverage shall Include a Waiver of Subrogation endorsement or blanket endorsement in favor of the Authority. C-2. Commercial Automobile Liability: If Contractor drives on non -secured side of the Airport, then Contractor shall provide commercial auto liability insurance covering owned, non -owned, and hired Automobiles written on an "occurrence," not "claims made" basis in the amount of one million dollars ($1,000,000) combined single limit for bodily injury and property damage. If Contractor drives on the secured airfield side of the Airport, then Contractor's coverage shall be written on an 'occurrence," not "claims made" basis in the amount of ten million dollars ($10,000,000) combined single limit for bodily Injury and property damage. C-3. Worker's Compensation and Employer's Liability: In the amounts required by California State law, but not less than one million dollars ($1,000,000) Employer's Liability. Such coverage shall include a waiver of subrogation endorsement in favor of Authority. C-4. Professional Liability/Technology Errors and Omissions Insurance: Contractor shall provide coverage in the amount of one million dollars ($1,000,000) per claim. If the policy maintains a policy aggregate, such aggregate shall not be less than twice the per claim limit. Coverage shall include liability arising from errors, omissions, or negligent acts in rendering or falling to render computer or information tedu►ology services and technology products. Coverage for violation of software copyright should be Included. Technology services should cover liabilities, and claim expenses arising from acts, errors and omissions, in rendering or failing to render all services in the provision of all products in the performanoe of the Services, including the failure of products to perform the intended function or serve the Intended purpose. Services insured, at a minimum, include (1) systems analysis, (2) systems programming, (3) data processing, (4) systems integrations, (5) outsourcing including outsourcing development and design (6) system design, consulting, development and modification, (7) training services related to computer software or hardware, (8) management, repair maintenance of computer products, networks and systems, (9) marketing, selling, servicing, distributing, installing and maintaining computer hardware or software, (10) data entry, modification, verification, maintenance, storage, retrieval or preparing of data output, and any other services provided by the Contractor. If coverage Is on a claims -made basis, coverage shall be maintained throughout the term of the agreement and continuously for three (3) years thereafter without lapse, or provide evidence of a three-year extended claims reporting period endorsement. Pogo 31 of 31 Gen Counsel 12. -15 Leading e-Procurement Solutions Ccnnecting Buyers S Suppliers Etticlentlyl 9860 Canoga Avenue • Suits 301 • Woodland Hills a CA • 91397 • 9 / 9-992-1771 PB SystemTM SUPPORT SERVICES AGREEMENT This SERVICE SUPPORT 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 8th day of February 2019, by and between PLANETBIDS, INC., a California corporation, ("PlanetBids") and the following customer ("Customer") for the period from 03-04-19 to 03-03-22: Customer Name: City of Palm Desert Street Address 73-510 Fred Waring Drive City, State ZIP Palm Desert, CA 92260 Department: Public Works Principal Contact: Sonja De La Fuente Title: Management Specialist Phone & Email: 760.346.0611 x448, sdelafuentel'a�cityofpalmdesert.org Method of Payment: Net 30 days (from final execution date of Agreement) 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 Management and Bid Management modules for the purpose of vendor registration, posting and tracking Bid Requests and other information on Customer's website or private internet network, 2) Advanced eBidding add -on module, for three (3) full user licenses access to and use of the PB SystemTM by the Public Works Department and one (1) limited user license to and use by the City Clerk to post or release bid opening results to the public, 3) The Insurance Certificate Management with My Insurance modules for five (5) licensed user access to the use of the PB SystemTM by the Risk Management Department, 4) Customer has option, to processing and distributing 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 SystemTM via Customer's website. PlanetBids will not sell any Customer data to any third parties without a written consent from Customer. ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 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 SystemTm. Nevertheless, PlanetBids shall notify the Customer upon discovering incidents of such inadvertent disclosure, corruption or erasure. d) PlanetBids may make improvements and/or amendments to the PB System TM at any time, and may provide other optional services, including enhanced versions of standard features or functions, for an additional fee as agreed in advance by the Customer. 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. a) Support Fees. Customer agrees to pay PlanetBids a total of $21,675.00 for Year 1. The fees for Year 2, Year 3, optional Year 4 and optional Year 5 are as outlined in Table (A) below: 1) Set -Up Fee. Customer shall pay a onetime set-up fee of $4,500 for the PB SystemTm modules outlined in Table (A). Set-up applies to the PB System""" Vendor and Bid management for the installation, customization and testing of the PB SystemTm portal link to Customer's website, plus administrator set-up and one-time online user training for up to the number of user licenses and additional modules as outlined in this Agreement and Exhibit "A". 2) Service Fee Payment. Customer agrees to pay for the use of the PB SystemT"" modules; a service fee of $17,175.00 for Year 1 of this Agreement, and for each Year 2 and Year 3 as outlined in Table (A). A fee increase of three (3) percent applies upon renewal each year, for Year 2, Year 3, optional Year 4 and optional Year 5 as outlined in Table (A). 2 02000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 Table (A) SETUP YEAR 1 YEAR YEAR 2 YEAR 3 YEARS YEAR YEAR 4 2022-2023 YEAR 5 2023-2024 20 2021 202 (Optional) (Optional) $ 3,500.00 $ 5,875.00 $ 6,051.25 $ 6,232.79 $ 6,419.77 $ 6,612.36 $ 500.00 $ 4,500.00 $ 4,635.00 $ 4,774.05 $ 4.917.27 $ 5,064.79 $ 500.00 $ 5 625.00 $ 5.793.75 $ 5,967.56 $ 6,146.59 $ 6,330.99 $ 0.00 $ 500.00 $ 515.00 $ 530.45 $ 546.36 $ 562.75 $ 0.00 $ 675.00 $ 695.25 $ 716.11 $ 737.59 $ 759.72 $ 4,500.00 $17.175.00 $17,690.25 $18,220.96 $18,767.58 $19.330.61 $ 21.675.00 $17,690.25 $18,220.96 $18,767.58 $19,330.61 b) Additional Services; Fees. If requested by Customer, PlanetBids will provide any or all of the following additional services: 1) Special customization work -up shall be provided at PlanetBids' current standard rates pursuant to an estimate provided by PlanetBids. 2) Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is available as of today at $500.00. 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 daily. 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. c) Purchase Orders/Billing. Purchase orders, billing or any related matters must be emailed to alan(@Dlanetbids.com or mailed to the following address; PlanetBids, Inc. 5850 Canoga Avenue, Suite 301 Woodland Hills, CA 91367 Attn: Alan Zavian 3. Use of Services. 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 3 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 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. 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) If Customer uses standard identification codes, PlanetBids shall have the right to request for inspection an original copy of such codes and any necessary authorizations for use. If such identification codes are proprietary codes of third parties, such as NIGP, SIC or CSI, 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. 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. 5) 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. c) 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. d) 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 4 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 connected with, Bid Requests and uncompleted or completed transactions related to the Services. 4. Termination. a) Termination for Cause. This Agreement may be terminated by either party by providing the non -terminating party with no less than forty-five (45) business days written notice (and reasonable opportunity to cure) upon the occurrence of any breach of any material term or condition of this Agreement or any representation or warranty herein. b) Termination Other Than for Cause. 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. In such case, the effective date of termination shall be the anniversary of the date for Year 1, Year 2, Year 3, optional Year 4 and optional Year 5 of this Agreement that first occurs following the end of the foregoing notice period each consecutive year. PlanetBids shall have no obligation to refund or prorate any fees or charges paid by Customer. 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 System,", 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. b) Special use requests should be sent to customerservicee..PlanetBids.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 4.5+ (or better) and Internet Explorer 11.0+ (or better) support to the SSL protocol are acceptable, but we recommend that you use the latest browsers to ensure that you are protected by advances in 5 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 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(&.PlanetBids.com. Customer shall be liable for any unauthorized use of the Services until PlanetBids is notified of the security breach. 8. 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 customerservice(&..PlanetBids.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 reflected in the provision, and the other provisions of the 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. 6 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 - Signature Page on Next Page - - Signature Page - AGREED effective as of the date first written above. PLANETBIDS, INC. By: Alan Zavian, Chief Executive Officer (Date) City of Palm Desert By: Lauri Aylaian, City Manager (Date) 7 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 EXHIBIT "A" STATEMENT OF WORK FOR SETUP, IMPLEMENTATION AND TRAINING 1. PB SystemT" Access Services: PlanetBids rate for maintaining the PB SystemTm Vendor Management and Bid Management modules is based upon an unlimited number of monthly transactions (Bids) and up to two (2) full user licenses. PB SystemTm 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 SystemTm, 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 SystemTm questions. 2. PB SystemTm Set-up, Implementation and Training: • PlanetBids will initially load up to two (2) full licensed user for Customer for the Vendor Management, Bid Management and Advanced eBidding • PlanetBids will initially load up to five (5) licensed users for Customer for the Insurance Certificate Management with My Insurance • PlanetBids will initially load up to one (1) licensed user for Customer for the Read -Only • PlanetBids will initially load up to one (1) limited licensed user for Customer City Clerk • PlanetBids will provide a 2-hours training online for PB SystemI'M Vendor Management and Bid Management modules • PlanetBids will provide a 1-hour training online for PB SystemTm Insurance Certificate Management PB SystemTm set-up, implementation and training consists of the following: A. Initial orociram 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 SystemTm by Customer, online training will be scheduled and performed. B. Svstem implementation and administration PlanetBids will enter and configure Customer requirements into PB System TM for up to two (2) full licensed user access for Customer. ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 The following implementation services will be provided: a. Link from and to Customer's procurement 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...). d. Customer specific database. e. Complete bid management from bid submission to awarding. f. Electronic bidding - 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 SystemT"" 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 telephone number (818) 992-1771, from 8:OOam to 5:OOpm 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. User License(s) Management It is the responsibility of Customer to always maintain user names and passwords when any licensed user is replaced by a new user or leaves a department at the agency. 9 ©2000-2019 PlanetBids, Inc. (818) 992-1771 R16918-02 Contract No. C38220 CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 281h day of February, 2019, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260- 2578, County of Riverside, State of California ("City") and PlanetBids, with its principal place of business at 5850 Canoga Avenue, Suite 301, Woodland Hills, California 91367 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional eProcurement software services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such professional services for the eProcurement software project ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional eProcurement software consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from March 1, 2019 to February 28, 2022, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than three additional one- year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 1 3.2 Responsibilities of Consultant. 3.2.1 Independent Contractor, Control and Pavment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Kev Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Alan Zavian, Co -Founder. (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -2- 3.2.5 Citv's Representative. The City hereby designates Tom Garcia, P.E., Director of Public Works, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. 3.2.6 Consultant's Representative. Consultant hereby Alan Zavian, Co -Founder, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of EmDlovees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits "A" or "B" attached hereto, or which may be separately agreed upon in writing by the City and Consultant ("Performance Milestones"). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. (BB&K 2018) 72500,00001\31605678.1 Rev 11-9-18 -3- 3.2.10 Laws and Reaulations: Emplovee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Emglovment Eliaibilitv: Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Consultant shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements provided for in Section 3.2.10 or any of its sub- sections. 3.2.10.2 Emglovment Eliaibilitv: Subcontractors. Consultants. Sub - subcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub -subcontractors and subconsultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Emplovment Eligibility: Failure to Complv. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub - subcontractors or subconsultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -4- initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.5 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel - powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its sub -consultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.11 Insurance. 3.2.11.1 Minimum Requirements. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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 that is satisfactory to City. (A) General Liabilitv Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (B) Automobile Liabilitv Insurance. Consultant 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 the Consultant 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 $1,000,000 combined single limit for each (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -5- accident. The City's Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this agreement. (C) Professional Liabilitv (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $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 Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. (D) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. (E) Umbrella or Excess Liabilitv Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer's liability. Such policy or policies shall include the following terms and conditions: (1) A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; (2) Pay on behalf of wording as opposed to reimbursement; (3) Concurrency of effective dates with primary policies; and (4) Policies shall "follow form" to the underlying primary policies. (5) Insureds under primary policies shall also be insureds under the umbrella or excess policies. (F) Cvber Liabilitv Insurance. shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: (1) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (BBBK 2018) 72500.00001\31605678.1 Rev 11-9-18 -6- (2) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (3) Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. (4) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep- linking or framing, and infringement or violation of intellectual property rights. (5) Liability arising from the failure to render professional services If coverage is maintained on a claims -made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Contract. 3.2.11.2 Other Provisions or Requirements. (A) Proof of Insurance. Consultant 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. Insurance certificates and endorsements 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 contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (B) Duration of Coverage. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his/her agents, representatives, employees or subconsultants. (C) Primarv/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. (D) Citv's Riqhts of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (E) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -7- business of insurance or is on the List of Approved Surplus Line Insurers 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. (F) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers, and shall require similar written express waivers and insurance clauses from each of its sub -contractors. (G) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (H) 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 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. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (1) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (J) Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. (K) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (L) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. (BB&K 2018) 72500.00001 \31605678.1 Rev 11-9-18 -8- (M) Pass Throuah Clause. Consultant agrees to ensure that its sub -consultants, sub -contractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, sub -contractors, and others engaged in the project will be submitted to City for review. (N) Citv's Riaht to Revise Specifications. The City or Risk Manager reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. (0) 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 specifications unless approved by City. (P) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (Q) Additional Insurance. Consultant 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 Services. 3.2.12 Water Qualitv Management and Compliance. 3.2.12.1 Storm Water Manaqement. Storm, surface, nuisance, or other waters may be encountered at various times during the Services. Consultant hereby acknowledges that it has investigated the risk arising from such waters, and assumes any and all risks and liabilities arising therefrom. 3.2.12.2 Compliance with Water Qualitv Laws, Ordinances and Reaulations. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City's ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter -Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -9- 3.2.12.3 Standard of Care. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in Section 3.2.12.2 of this Agreement. Consultant further warrants that it, its employees and subcontractors have or will receive adequate training, as determined by the City, regarding these requirements as they may relate to the Services. 3.2.12.4 Liabilitv for Non-compliance. (A) Indemnity: Failure to comply with laws, regulations, and ordinances listed in Section 3.2.14.2 of this Agreement is a violation of federal and state law. Notwithstanding any other indemnity contained in this Agreement, Consultant agrees to indemnify and hold harmless the City, its officials, officers, agents, employees and authorized volunteers from and against any and all claims, demands, losses or liabilities of any kind or nature which the City, its officials, officers, agents, employees and authorized volunteers may sustain or incur for noncompliance with the laws, regulations, and ordinances listed above, arising out of or in connection with the Services, except for liability resulting from the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (B) Defense: City reserves the right to defend any enforcement action or civil action brought against the City for Consultant's failure to comply with any applicable water quality law, regulation, or policy. Consultant hereby agrees to be bound by, and to reimburse the City for the costs associated with, any settlement reached between the City and the relevant enforcement entity. (C) Damages: City may seek damages from Consultant for delay in completing the Services caused by Consultant's failure to comply with the laws, regulations and policies described in Section 3.2.12.2 of this Agreement, or any other relevant water quality law, regulation, or policy. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Fifty -Seven Five Hundred Eighty -Six and 21/100 Dollars ($57,586.21) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Pavment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non -disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination in accordance with section 3.6.1 and failure by the (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -10- Consultant to submit a timely invoice may constitute a waiver of its right to final payment. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City. 3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit "C" may be adjusted each year at the time of renewal as set forth in Exhibit "C." 3.4 Labor Code Requirements. 3.4.1 Prevailing Waqes. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the Department of Industrial Relations against Consultant or any subconsultant that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the (BB&K 2018) 72500,00001\31605678.1 Rev 11-9-18 11 Department of Industrial Relations against Consultant or any subconsultant. 3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.6 General Provisions. 3.6.1 Termination of Agreement. 3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: PlanetBids 5850 Canoga Avenue, Suite 301 Woodland Hills, California 91367 ATTN: Alan Zavian, Chief Executive Officer (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -12- City: City of Palm Desert 73-510 Fred Waring Drive Palm Desert, CA 92260 ATTN: Tom Garcia, Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.6.3 Ownership of Materials and Confidentialitv. 3.6.3.1 Documents & Data; Licensinq of Intellectual Propertv. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City. 3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City's sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant's seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -13- negligent use or re -use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant. 3.6.3.4 Indemnification — Proorietary Information. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted. 3.6.3.5 Confidentialitv. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non -appealable order by a court of competent jurisdiction requires that City release such information. 3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.6.5 fReservedl 3.6.6 Indemnification. (BB&K 2018) 72500.00001 \31605678.1 Rev 11-9-18 -14- 3.6.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subconsultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. 3.6.6.2 If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 3.6.7 Entire Aqreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.6.8 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seg. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.6.10 Citv's Right to Emplov Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.6.11 Successors and Assiqns. This Agreement shall be binding on the successors and assigns of the parties. 3.6.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the (BBBK 2018) 72500.00001\31605678.1 Rev 11-9-18 -15- prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.6.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.6.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.16 No Third-Partv Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.17 Invaliditv: Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.6.19 Authoritv to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -16- 3.7 Subcontracting. 3.7.1 Prior Approval Required the work required by this Agreement, except approval of City. Subcontracts, if any, shall provisions stipulated in this Agreement. (BB&K 2018) 72500.00001 \31605678.1 Rev 11-9-18 Consultant shall not subcontract any portion of as expressly stated herein, without prior written contain a provision making them subject to all [SIGNATURES ON NEXT PAGE] -17- SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT BY BETWEEN THE CITY OF PALM DESERT PLANETBIDS CITY OF PALM DESERT PLANET BIDS 0 LAURI AYLAIAN City Manager 0 Its: ATTEST: Printed Name: By: City Clerk By: Its: Printed Name: APPROVED AS TO FORM: as Best Best & Krieger LLP City Attomey (BB&K 2018) 72500.00001\31605678.1 Rev 11-9-18 -18- AND AND Notary Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , 20_, before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT r- Individual F-! Corporate Officer Title(s) i Partner(s) r Limited F- General Attorney -In -Fact Trustee(s) Guardian/Conservator i Other: Signer is representing: Name Of Person(s) Or Entity(ies) (BB&K 2018) 72500.00001 \31605678.1 Rev 11-9-18 -19- Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above EXHIBIT "A" SCOPE OF SERVICES Provide a hosted e-Procurement solution software system designed to automate one or more of the City's procurement solicitation, evaluation, contract compliance and/or contract management processes. At the direction of and in consultation with the City, Contractor shall configure, implement and provide the City with e-Procurement solutions that will enable the City and City Procurement stakeholders to perform various functions related to the Procurement process. Services shall include, but are not limited to the following: 1) Use of the PlanetBids PB System TM Vendor Management and Bid Management modules for the purpose of vendor registration, posting and tracking Bid Requests and other information on Customer's website or private internet network, 2) Advanced eBidding add -on module, for three (3) full user licenses to access and use the PB SystemTm by the Public Works Department and one (1) limited user license to use by the City Clerk to post or release bid opening results to the public, 3) The Insurance Certificate Management with My Insurance modules for five (5) licensed user access to the use of the PB System TM by the Risk Management Department, 4) City has option, to process and distribute Bid Requests to additionally available PlanetBids suppliers within their selected categories at no additional cost. 2) 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 SystemTm Nevertheless, PlanetBids shall notify the Customer upon discovering incidents of such inadvertent disclosure, corruption or erasure. 3) PlanetBids may make improvements and/or amendments to the PB System TM at any time, and may provide other optional services, including enhanced versions of standard features or functions, for an additional fee as agreed in advance by the Customer. Any and all relevant portions of these terms and conditions will automatically apply to all improvements, amendments and/or optional services as they appear. (BB&K 2018) Exhibit "A"-1 72500.00001\31605678.1 Rev 11-9-18 EXHIBIT "B" SCHEDULE OF SERVICES Setup and training schedule to be coordinated as per the Planet Bids PB SystemTM Support Services Agreement. (BB&K 2018) Exhibit "B"-1 72500.00001\31605678.1 Rev 11-9-18 Compensation for Services: PB SystemTM MODULES Vendor Management & Bid Management (2 Full User Licenses) Advanced eBidding add -on to Bid Management (2 User Licenses) Insurance Certificate Management With My Insurance (5 User Licenses) Read -Only (1 User Licensel City Clerk (1 Limited User License) Sub -Total TOTAL EXHIBIT "C" COMPENSATION SETUP YEAR YEAR2 2019-2020 2020-2021 $ 3,500.00 $ 5,875.00 $ 6,051.25 $ 500.00 $ 4,500.00 $ 4,635.00 $ 500.00 $ 5,625.00 $ 5,793.75 $ 0.0 $ 500.00 $ 515.00 $ 0.0 $ 675.00 $ 695.25 $4,500.00 $17,175.00 $17,690.25 $21,675.00 $17,690.25 (BB&K 2018) Exhibit "C"-1 72500.00001\31605678.1 Rev 11-9-18 YEAR3 YEAR4 YEARS 2021-20 2022-2023 (Optional) 2023-2024 (Optional) $ 6,232.79 $ 6,419.77 $ 6,612.36 $ 4,774.05 $ 4,917.27 $ 5,064.79 $ 5,967.56 $ 6,146.59 $ 6,330.99 $ 530.45 $ 546.36 $ 562.75 $ 716.11 $ 737.59 $ 759.72 $18,220.96 $18,767.58 $19,330.61 $18,220.96 $18,767.58 $19,330.61