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PlanetBids LLC; 2023-12-05; PSA20-971CA
PSA20-971CA City Attorney Approved Version 12/28/2022 1 AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, LLC This Amendment No. 4 is entered into and effective as of the _______ day of ___________________________, 2023, extending and amending the agreement dated December 12, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and PlanetBids, LLC, a Delaware limited liability company, (“Contractor") (collectively, the “Parties”) for Procurement Software Services. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the agreement for a period of one (1) year ending on December 9, 2024; and B. The Parties have pre-negotiated and agreed to a scope of work (Year 5) and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee; and C. On June 13, 2023, PlanetBids, Inc., a California corporation, filed a Certificate of Conversation to convert PlanetBid, Inc. to Planet Bids, LLC, a Delaware limited liability company. The Parties entered into an Assignment and Assumption Agreement whereby PlanetBids, LLC, agreed to assume all of PlanetBids, Inc.’s, rights, duties, liabilities and obligations as set forth in the Agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit “A” not-to-exceed thirty-two thousand, six hundred two dollars and eighty-six cents ($32,602.86). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. [signatures on following page] DocuSign Envelope ID: 4907AAB1-64C2-475F-9DC4-0295BC326589 5th December PSA20-971CA City Attorney Approved Version 12/28/2022 2 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PlanetBids, LLC, a Delaware limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager David DiGiacomo, President (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: 4907AAB1-64C2-475F-9DC4-0295BC326589 PSA20-971CA City Attorney Approved Version 12/28/2022 3 EXHIBIT “A” SCOPE OF SERVICES PB System™ MODULES YEAR 5 Dec 10, 2023 to Dec 9, 2024 Vendor & Bid Management (6 Full User Licenses) $ 17,044.81 Advanced eBidding add-on for Public Works (Access to Full User Licensees) $ 5,216.73 Evaluation Management add-on (Access to Full User Licensees) $ 4,220.66 Read-Only (4 User Licenses) $ 1,900.00 Emergency Operations (Agency Wide) $ 4,220.66 Sub-Total (Not to Exceed) $32,602.86 DocuSign Envelope ID: 4907AAB1-64C2-475F-9DC4-0295BC326589 PSA20-971CA City Attorney Approved Version 12/28/2022 1 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, LLC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of December 2023, by and between the City of Carlsbad, a California charter city (“City”), PlanetBids, Inc., a California corporation (“Assignor”), and PlanetBids, LLC, a Delaware limited liability company (“Assignee”), collectively referred to as the “Parties,” and is made with reference to the following facts: RECITALS A. On December 12, 2019, the City and Assignor entered into a Professional Services Agreement concerning Procurement Software Services (“Agreement”). B. Section 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. On June 13, 2023, PlanetBids, Inc., a California corporation, filed a Certificate of Conversation to convert PlanetBids, Inc. to PlanetBids, LLC, a Delaware limited liability company. D. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth in this Assignment Agreement, the Parties agree as follows: 1. Assignment. Assignor assigns, transfers and conveys to Assignee all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 2. Assumption. Assignee assumes all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 3. City Consent. City agrees and consents to the assignment of all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officials (appointed and elected), officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney fees, which arise out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. DocuSign Envelope ID: 17A43D2C-A261-4ED5-91B8-00AB09E13202 5th PSA20-971CA City Attorney Approved Version 12/28/2022 2 The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by the Parties for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other(s) by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: PlanetBids, Inc., a California corporation 13263 Ventura Blvd Suite 101 Studio City, CA 91604 Assignee: PlanetBids, LLC, a Delaware limited liability company 13263 Ventura Blvd Suite 101 Studio City, CA 91604 4.7 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions of the Assignment Agreement. DocuSign Envelope ID: 17A43D2C-A261-4ED5-91B8-00AB09E13202 PSA20-971CA City Attorney Approved Version 12/28/2022 3 4.8 Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Assignment Agreement, but all the counterparts shall together constitute the same Assignment Agreement. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part of the provision shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. [signatures on following page] DocuSign Envelope ID: 17A43D2C-A261-4ED5-91B8-00AB09E13202 PSA20-971CA City Attorney Approved Version 12/28/2022 4 ASSIGNOR: PlanetBids, Inc. a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Alan Zavian/ CEO and Secretary (print name/title) **By: (sign here) (print name/title) ASSIGNEE: PlanetBids, LLC, a Delaware limited liability company *By: (sign here) David DiGiacomo, President **By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups: *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By:_____________________________ Deputy City Attorney DocuSign Envelope ID: 17A43D2C-A261-4ED5-91B8-00AB09E13202 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (201 /0 ) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). TechInsurance, Division of Specialty Program Group LLC 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 (800) 688-1984 312-690-4123 PlanetBids, LLC; Planet Bids Intermediate, LLC 13263 Ventura Blvd Ste 101, Studio City, CA, 91604-1883 Sentinel Insurance Company, Limited 11000 Hartford Multi-State 00914 Sentinel Insurance Company, Limited 11000 Lloyd's Lloyd's 46SBAAF4539CYesYes 2,000,000 10,000 7/13/2024 1,000,000 2,000,0007/13/2023 4,000,000 4,000,000 C 2,000,000 Yes Yes 46SBAAF4539 7/13/2023 7/13/2024 A Yes 10,000 Yes 46SBAAF4539 7/13/2023 7/13/2024 4,000,000 4,000,000 B No Yes 46WBCAY9U6R 7/13/2023 7/13/2024 1,000,000 1,000,000 1,000,000 D Cyber Liability $3,000,000 ESL0139634586 ESL0139634586 4/12/2023 4/12/2024 Each Occurrence 4/12/2023EProfessional Liability (Errors and Omissions)4/12/2024 Occurrence/Aggregate $3,000,000 / $3,000,000 City of Carlsbad / CMWD is named as Additional Insured as their interests may appear in regards to general liability and automobile liability, as per written contract. Waiver of subrogation in favor of the City of Carlsbad with regard to the workers' compensation coverage, as per written contract. Should any of the above described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 11/20/2023 37895 PlanetBids, LLC; Planet Bids Intermediate, LLC 11/20/2023 6:36:17 PM PSA20-971CA City Attorney Approved Version 1/30/13 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, INC. This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2022, extending and amending the agreement dated December 12, 2019 (the “Agreement”) by and between the City of Carlsbad, California, a municipal corporation, ("City"), and PlanetBids, Inc., (“Contractor") (collectively, the “Parties”) for Procurement Software. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the agreement for a period of one (1) year ending on December 9, 2023; and B. The Parties have pre-negotiated and agreed to a scope of work (Year 4) and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit “A” not-to-exceed thirty-one thousand, seven hundred eight dollars and sixty-one cents ($31,708.61). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// 1 of 3 DocuSign Envelope ID: AD09A368-3A10-400F-9A6E-24D82D1B02C3 December 8th PSA20-971CA City Attorney Approved Version 1/30/13 5.The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PlanetBids, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Arpie C. Zavian, President and Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney 2 of 3 DocuSign Envelope ID: AD09A368-3A10-400F-9A6E-24D82D1B02C3 PSA20-971CA City Attorney Approved Version 1/30/13 EXHIBIT “A” SCOPE OF SERVICES PB System™ MODULES YEAR 4 Dec 10, 2022 to Dec 9, 2023 Vendor & Bid Management (6 Full User Licenses) $ 16,548.36 Advanced eBidding add-on for Public Works (Access to Full User Licensees) $ 5,064.79 Evaluation Management add-on (Access to Full User Licensees) $ 4,097.73 Read-Only (4 User Licenses) $ 1,900.00 Emergency Operations (Agency Wide) $ 4,097.73 Sub-Total (Not to Exceed) $31,708.61 3 of 3 DocuSign Envelope ID: AD09A368-3A10-400F-9A6E-24D82D1B02C3 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (201 /0 ) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). TechInsurance 30 N. LaSalle, 25th Floor, Chicago, IL 60602 (800) 668-7020 312-690-4123 Planetbids, Inc. 13263 Ventura Blvd Ste 101, Studio City, CA, 91604-1883 Hartford Multi-State 00914 Sentinel Insurance Company, Limited 11000 Lloyd's Lloyd's Sentinel Insurance Company, Limited 11000 46SBMBF4520EYesYes 2,000,000 10,000 3/19/2023 1,000,000 2,000,0003/19/2022 4,000,000 4,000,000 E 2,000,000 Yes Yes 46SBMBF4520 3/19/2022 3/19/2023 B Yes 10,000 Yes 46SBMBF4520 4/30/2022 3/19/2023 4,000,000 4,000,000 A No Yes 46WECPI6280 7/20/2022 7/20/2023 1,000,000 1,000,000 1,000,000 C Cyber Liability $3,000,000 ESK0039441093 ESK0039441093 4/12/2022 4/12/2023 Each Occurrence 4/12/2022DProfessional Liability (Errors and Omissions)4/12/2023 Occurrence/Aggregate $3,000,000 / $3,000,000 City of Carlsbad / CMWD is named as Additional Insured as their interests may appear in regards to general liability and automobile liability, as per written contract. Waiver of subrogation in favor of the City of Carlsbad with regard to the workers' compensation coverage, as per written contract. Should any of the above described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 6/28/2022 37895 Planetbids, Inc.6/28/2022 9:23:49 PMDocuSign Envelope ID: AD09A368-3A10-400F-9A6E-24D82D1B02C3 ~ ACORD® I ~ •RODUCER 000 I :i:Techlnsurance an A1nwreon compallf ✓ ~ □ 0 ~ ~ ~ □ □ ~ ~ ~ ~ ✓ ✓ ~ ~ ✓ M ~ I I I i i I I □ I 6 3 PSA20-971CA City Attorney Approved Version 1/30/13 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, INC. This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2021, extending and amending the agreement dated December 12, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and PlanetBids, Inc., (“Contractor") (collectively, the “Parties”) for Procurement Software. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the agreement for a period of one (1) year ending on December 9, 2022; and B. The Parties have pre-negotiated and agreed to a scope of work (Year 3) and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit “A” not-to-exceed Thirty Thousand, Eight Hundred Forty Dollars and Forty Cents ($30,840.40). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// 1 of 3 DocuSign Envelope ID: 9822E385-6BA0-4225-85A0-F02A88E16C67 December 9th PSA20-971CA City Attorney Approved Version 1/30/13 5.The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PlanetBids, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (sign here) Alan Zavian, CEO and Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney 2 of 3 DocuSign Envelope ID: 9822E385-6BA0-4225-85A0-F02A88E16C67 i ,= : : : : . f r (J . ~ t PSA20-971CA City Attorney Approved Version 1/30/13 EXHIBIT “A” SCOPE OF SERVICES PB System™ MODULES YEAR 2 Dec 10, 2021 to Dec 9, 2022 Vendor & Bid Management (6 Full User Licenses) $ 16,066.37 Advanced eBidding add-on for Public Works (Access to Full User Licensees) $ 4,917.27 Evaluation Management add-on (Access to Full User Licensees) $ 3,978.38 Read-Only (4 User Licenses) $ 1,900.00 Emergency Operations (Agency Wide) $ 3,978.38 Sub-Total (Not to Exceed) $30,840.40 3 of 3 DocuSign Envelope ID: 9822E385-6BA0-4225-85A0-F02A88E16C67 ACORD® I ~ .-------, ·RODUCER 0 0 0 I :i: Tech Insurance 1nA___..,coml)ln/ ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I PSA20-971CA City Attorney Approved Version 1/30/13 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated December 12, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and PlanetBids, Inc., (“Contractor") (collectively, the “Parties”) for Procurement Software. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the agreement for a period of one (1) year ending on December 11, 2021; and B. The Parties have pre-negotiated and agreed to a scope of work (Year 2) and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.In addition to those services contained in the Agreement, as may have been 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 1 of 31 of 3 amended from time to time, Contractor will provide those services described in Exhibit "A". 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on December 11, 2021. City will pay Contractor for all work associated with those services described in Exhibit “A” for an amount not-to-exceed Twenty-Nine Thousand, Nine Hundred Ninety-Seven Dollars and Forty-Six Cents ($29,997.46). DocuSign Envelope ID: C685B400-E9CE-4408-B4F1-22BBB4549801 November 20th PSA20-971CA City Attorney Approved Version 1/30/13 5.The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR PlanetBids, Inc., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (sign here) Alan Zavian, CEO and Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney 2 of 32 of 3 DocuSign Envelope ID: C685B400-E9CE-4408-B4F1-22BBB4549801 i ,= : : : : . f r (J . ~ t PSA20-971CA City Attorney Approved Version 1/30/13 EXHIBIT “A” SCOPE OF SERVICES PB System™ MODULES YEAR 2 Dec 10, 2020 to Dec 11, 2021 Vendor & Bid Management (6 Full User Licenses) $ 15,598.41 Advanced eBidding add-on for Public Works (Access to Full User Licensees) $ 4,774.05 Evaluation Management add-on (Access to Full User Licensees) $ 3,862.50 Read-Only (4 User Licenses) $ 1,900.00 Emergency Operations (Agency Wide) $ 3,862.50 Sub-Total (Not to Exceed) $29,997.46 3 of 33 of 3 DocuSign Envelope ID: C685B400-E9CE-4408-B4F1-22BBB4549801 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). TechInsurance 30 N. LaSalle, 25th Floor, Chicago, IL 60602 (800) 668-7020 877-826-9067 Planetbids Inc 13263 Ventura Blvd Ste 101, Studio City, CA, 91604-1883 Sentinel Insurance Company, Limited 11000 Lloyd's - SafeEnterprise AA-1128488 Hartford Multi-State 00914 46SBMBF4520A 4 Yes 4 Yes 2,000,000 10,000 3/19/2021 1,000,000 2,000,0003/19/2020 4,000,000 4,000,000 A 2,000,000 4 4 Yes Yes 46SBMBF4520 3/19/2020 3/19/2021 C No Yes 46WECPI6280 7/20/2020 7/20/2021 4 1,000,000 1,000,000 1,000,000 B Professional Liability (Errors and Omissions)$3,000,000 / $3,000,000ASH19B0001824/12/2020 4/12/2021 Occurrence/Aggregate City of Carlsbad / CMWD is named as Additional Insured as their interests may appear in regards to general liability and automobile liability. Waiver of subrogation in favor of the City of Carlsbad with regard to the workers' compensation coverage. Should any of the above described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 7/10/2020 4 37895 Planetbids Inc 7/10/2020 12:29:50 PM ACORD® I ~ .--------, 000 :g: Tech Insurance I en ,J:'}insweon compar, ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I PSA20-971CA City Attorney Approved Version 6/12/18 1 of 17 AGREEMENT FOR PROCUREMENT SOFTWARE SERVICES PLANETBIDS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and PLANETBIDS, INC., a California corporation, ("Contractor"). RECITALS A.City requires the professional services of a procurement service provider that isexperienced in the provision of software services related to bidding and contracting. B.Contractor has the necessary experience in providing professional services andadvice related to the provision of software services C.Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of one (1) year from the date first abovewritten. The City Manager or Delegate may amend the Agreement to extend it for four (4)additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactoryreview of Contractor's performance, City needs, and appropriation of funds by the City Council.The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed during the initial one (1) year Agreementterm shall not exceed thirty thousand dollars ($30,000.00). No other compensation for theServices will be allowed except for items covered by subsequent amendments to this Agreement.If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars($35,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%)retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 12th 19 December PSA20-971CA City Attorney Approved Version 6/12/18 2 of 17 6.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will beunder control of City only as to the result to be accomplished, but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under thisAgreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor. 7.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City.If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for theacts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor ofa subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City. 8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneysfees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and allamendments, insurance against claims for injuries to persons or damage to property which mayarise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplusline insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA City Attorney Approved Version 6/12/18 3 of 17 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA City Attorney Approved Version 6/12/18 4 of 17 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of theAgreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records andany other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, 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. 13.OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement. For Contractor For City Name Eleida Felix Yackel Name Alan Zavian Title Senior Contract Administrator Title CEO & Secretary Department Public Works Address 5850 Canoga Avenue Suite 301 City of Carlsbad Woodland Hills, CA 91367 Address 1635 Faraday Avenue Phone No. 818-922-1771 ext 112 Carlsbad, CA 92008 Email alan@planetbids.com Phone No. 760-602-2767 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA City Attorney Approved Version 6/12/18 5 of 17 16.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all categories. Yes No 17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof the Services by Contractor. Contractor will at all times observe and comply with these laws,ordinances, and regulations and will be responsible for the compliance of Contractor's serviceswith all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment. 19.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactoryto the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. TheCity Manager will consider the facts and solutions recommended by each party and may then optto direct a solution to the problem. In such cases, the action of the City Manager will be bindingupon the parties involved, although nothing in this procedure will prohibit the parties from seekingremedies available to them at law. 20.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplatedby this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 □ PSA20-971CA City Attorney Approved Version 6/12/18 6 of 17 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,to deduct from the Agreement price or consideration, or otherwise recover, the full amount of thefee, commission, percentage, brokerage fees, gift, or contingent fee. 22.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any Agreement claim submitted to City mustbe asserted as part of the Agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminalprosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of afalse claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement. 23.JURISDICTION AND VENUEAny action at law or in equity brought by either of the parties for the purpose of enforcing a rightor rights provided for by this Agreement will be tried in a court of competent jurisdiction in theCounty of San Diego, State of California, and the parties waive all provisions of law providing fora change of venue in these proceedings to any other county. 24.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractorand their respective successors. Neither this Agreement nor any part of it nor any monies due orto become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25.ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA City Attorney Approved Version 6/12/18 7 of 17 26.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California PLANETBIDS, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Alan Zavian/CEO and Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 8 of 17 EXHIBIT “A” SCOPE OF SERVICES PB System™ SUPPORT SERVICES AGREEMENT 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 System™” 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 and the advanced eBidding for Public Works add-on module; 2) up to six (6) full licensed users access to and use of the PB System™ by the Customer Public Works and Finance Departments; 3) use of the Evaluation Management add-on module, for the purpose of evaluating solicitations such as request for proposals; 4) use of the Emergency Operations module for the purpose of identifying vendors and services necessary for emergency needs; 5) up to four (4) read-only licensed users access to and use of the PB System™; 6) the option, at Customer’s discretion, to process and distribute Bid Requests to additionally available PlanetBids suppliers within their selected categories at no additional cost; and, 7) an optional Reverse Auction feature that enables the Customer to solicit bids from Customer and/or PlanetBids registered suppliers selected by Customer in a Customer Name: Street Address City, State ZIP Department/Division: Principal Contact: Title: Phone/Email: City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Public Works Eleida Felix Yackel Sr. Contract Administrator 760.602.2767 Eleida.FelixYackel@carlsbadca.gov Method of Payment: Net 30 Days DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 9 of 17 price only based blind bidding process, which can be activated by giving notice thereof to PlanetBids in writing or by email. b)PlanetBids shall have access and the right to market or otherwise promote its services to any vendor or supplier of Customer that registers with PB System™ via Customer’s website. PlanetBids will not sell any Customer data to any third parties without a written consent from Customer. 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 System™. d)PlanetBids may make improvements and/or amendments to the PB System™ 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 $29,929.09 for Year 1 and respectively as outlined in Table (A) for Year 2, Year 3, Year 4 and Year 5. Payment shall be due and payable 30 days from the time of execution of this Agreement and each year thereafter. 1)Set-Up Fee. Customer shall pay a one-time total fee of $750.00 as outlined herewith. This includes setup, implementation and online training as outlined in Exhibit “A” of this Agreement. a) $750.00 for the installation, configuration and testing of the PB System™ portal link to Customer’s website, plus administrator set-up and a one-time online user training for up to; six (6) full licensed users for the Evaluation Management add-on to the Vendor and Bid Management modules. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 10 of 17 2)Service Fees. Customer agrees to pay a service fee of $29,179.09 for the initial year of the Agreement for the use of the PB System™. A Three (3) percent increase applies upon renewal for Year 2, Year 3, Year 4 and Year 5. Table (A) PB System™ MODULES SETUP YEAR 1 Dec 10, 2019 to Dec 9, 2020 YEAR 2 Dec 10, 2020 to Dec 9, 2021 YEAR 3 Dec 10, 2021 to Dec 9, 2022 YEAR 4 Dec 10, 2022 to Dec 9, 2023 YEAR 5 Dec 10, 2023 to Dec 9, 2024 Vendor & Bid Management (6 Full User Licenses) N/A $ 15,144.09 $ 15,598.41 $ 16,066.37 $ 16,548.36 $ 17,044.81 Advanced eBidding add-on for Public Works (Access to Full User Licensees) $ 0.00 $ 4,635.00 $ 4,774.05 $ 4,917.27 $ 5,064.79 $ 5,216.73 Evaluation Management add-on (Access to Full User Licensees) $ 750.00 $ 3,750.00 $ 3,862.50 $ 3,978.38 $ 4,097.73 $ 4,220.66 Read-Only (4 User Licenses) $ 0.00 $ 1,900.00 $ 1,900.00 $ 1,900.00 $ 1,900.00 $ 1,900.00 Emergency Operations (Agency Wide) $ 0.00 $ 3,750.00 $ 3,862.50 $ 3,978.38 $ 4,097.73 $ 4,220.66 Sub-Total $ 750.00 $29,179.09 $29,997.46 $30,840.40 $30,708.61 $32,602.86 TOTAL $ 29,929.09 $29,997.46 $30,840.40 $30,708.61 $32,602.86 3)Reverse Auction. If the customer chooses to activate the Reverse Auction feature and conduct Reverse Auctions through the Services, Customer does not have to purchase an additional license, but is required to pay a transaction fee for each event/solicitation transaction conducted through the Reverse Auction feature. Once activated, the Reverse Auction feature will remain activated for the balance of the term of this Agreement, including any extensions or renewals. The transaction fee for Reverse Auctions shall be 1% of the total amount of each Reverse Auction transaction, excluding shipping and handling costs; provided that the minimum transaction fee payable for any event/solicitation transaction shall be $25.00. Within 10 days following the end of each calendar quarter, PlanetBids will invoice the Customer for the total amount of fee(s) payable for all event/solicitation transactions completed during such quarter, which amounts shall be due and payable within 30 days of the date of invoice. It shall be the responsibility of Customer to collect from the supplier any portion of the transaction fee to be paid by such supplier, and to pay any taxes, duties, imposts or tariffs that are applicable to purchases via the Services. 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. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 11 of 17 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, for up to 2 hours online. 3)For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back-up copy of all data appearing on Customer’s website on a daily basis. The duration such data is retained will be determined by PlanetBids in its sole discretion. 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. 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 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 DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 12 of 17 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. 6)It shall be the responsibility of Customer to collect and pay any taxes, duties, imposts or tariffs that are applicable to sales via the Services. a)It is the responsibility of the Customer to (i) pre-qualify all bidding participants in a Reverse Auction, and (ii) limit access to the Services so that only Customer authorized personnel have the capability of activating the Reverse Auction feature and/or conducting Reverse Auctions. “Open to the Public” Reverse Auctions on Customer’s website are not permitted. PlanetBids shall have no obligation or involvement in the conduct of any Reverse Auction or responsibility for verifying that the users are authorized by Customer to conduct such transactions. b)THE SERVICES ARE PROVIDED "AS IS." PLANETBIDS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS, EVEN IF PLANETBIDS HAS BEEN MADE AWARE IN ADVANCE OF SUCH POTENTIAL RISK. FURTHER, PLANETBIDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE SERVICES OR SITES LINKED THERETO. c)PlanetBids does not at any time come into possession of the products or services acquired through the Services and is not aware of the specific use to which those items will be put. In using the Services, Customer hereby releases, indemnifies, and holds harmless PlanetBids and its agents, employees, and affiliates harmless from all claims, demands, costs and damages (actual and consequential) of every kind and nature arising out of, or in any way connected with, Bid Requests and uncompleted or completed transactions related to the Services. d)Termination. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 13 of 17 e)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. f)Copyright Protection. The PB System™ 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 customerservice@PlanetBids.com. Permission to use shall be granted in the sole discretion of PlanetBids. g)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 5.0 (or better) and Internet Explorer 10.0 (or better) support the SSL protocol are acceptable, but we recommend that you use the latest browsers to ensure that you are protected by advances in security technology. For more detailed information, please refer to the PlanetBids Privacy Policy. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 14 of 17 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 and any fees resulting from the activation of the Reverse Auction feature. 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. h)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.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, DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 15 of 17 an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of PlanetBids. EXHIBIT "A" STATEMENT OF WORK FOR SETUP, IMPLEMENTATION AND TRAINING 1.PB System™ Access Services: PlanetBids rate for maintaining the PB System™ vendor and bid management is based upon an unlimited number of monthly transactions (Bids) and six (6) licensed users. PB System™ Access Services include the following: •System Administration – PlanetBids will be responsible for system and data back-ups, disaster recovery, system reliability, availability, privacy, and security •Hosting Infrastructure – PlanetBids will be responsible for hosting PB System™, maintaining the network, hardware and software infrastructure •Customer Service – “Level 2” customer service is available from 7:00 a.m. to 5:00 p.m. PST, Monday through Friday (see Help Desk definition below) •Account Management – PlanetBids will provide a dedicated Account Executive manager for post-sales support, PB System™ questions Note: User Licenses are assigned to authorized Customer fulltime employees only. 2.PB System™ Set-up, Implementation and Training: •PlanetBids will provide an up to 1-hour online training for PB System™ user administration for the Evaluation Management module. Note: Additional online training is available for a fee as outlined in the Support Services Agreement and must be requested in writing by authorized personnel of Customer. PB System™ set-up, implementation and training consists of the following: A.Initial program definition The PlanetBids implementation manager will work with one (1) designated Customer project manager to schedule the online training. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 16 of 17 B.System implementation and administration The following implementation services will be provided: a.Link to Customer's procurement web page. b.Online 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 System™ users and vendor support for the duration of the contract. 3.Professional Services PlanetBids will provide consulting services for custom reports or PB System™ customizations, specific to Customer, not covered by this Statement of Work at an additional charge. Additional consulting services requested in writing by Customer will be billed at a rate of $125/hour, billed in 1-hour increments. No work will begin on professional services before a mutually agreed upon statement of work is completed. All on-site travel expenses will be passed-through to Customer. No travel will be expensed without the prior approval of Customer’s management. 4.Help Desk The PlanetBids Help Desk is available for “Level 2” support (as defined below) via our toll-free telephone number from 8:00am to 5:00pm Pacific Standard Time (PST), Monday through Friday. Email Support, support@PlanetBids.com as well as on-line help services are also available. Customer will be responsible for all “Level 1” support: •A level 1 support representative will attempt to answer most or all questions, including help to vendors with simple problems (edit profile, etc.) or general “how-to” questions (search functionality, bidding, etc.). More complex, technical questions should be directed to a PlanetBids level 2 support representative. A PlanetBids representative will be responsible for “Level 2” support: •A Level 2 support is more technical in nature. Level 2 questions may, for example, deal with Customer users (i.e. PB System™ administrative users DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 PSA20-971CA Exhibit A 17 of 17 including buyers, project administrators, etc.) or with password issues requiring special assistance, or with possible product bugs or failures. In this case, some research and investigation may be required. DocuSign Envelope ID: ED384707-AFA5-476C-8A46-951E55DC1AB3 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certificate Of Insurance REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). TechInsurance 30 N. LaSalle, 25th Floor, Chicago, IL 60602 (800) 668-7020 877-826-9067 Planetbids, Inc. 5850 Canoga Ave Ste 301, Woodland Hills, CA, 91367 Sentinel Insurance Company, Limited 11000 Lloyd's - SafeEnterprise AA-1128488 Hartford Multi-State 30104 46SBMBF4520A 4 Yes 4 Yes 2,000,000 10,000 3/19/2020 1,000,000 2,000,0003/19/2019 4,000,000 4,000,000 A 2,000,000 4 4 Yes Yes 46SBMBF4520 3/19/2019 3/19/2020 C No Yes 46WECPI6280 7/20/2019 7/20/2020 4 1,000,000 1,000,000 1,000,000 B Professional Liability (Errors and Omissions)$3,000,000 / $3,000,000ASH19B0001824/12/2019 4/12/2020 Occurrence/Aggregate City of Carlsbad is named as Additional Insured as their interests may appear in regards to general liability and automobile liability. Waiver of subrogation in favor of the City of Carlsbad with regard to the workers' compensation coverage. Should any of the above described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Carlsbad / CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York, NY 10163-4668 11/5/2019 4 37895 Planetbids, Inc.11/5/2019 8:36:38 PM ACORD® I ~ 000 :g: Tech Insurance I en ,J:'}insweon compar, ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I