HomeMy WebLinkAboutContracts & Agreements_17-2025AFAI-1
Innovative eProcurement Solutions
13263 Ventura B€vd, Su}te 101 • Studio City, CA, 91604 • i818j 992-1771
PS System'm SUPPORT SERVICES AGREEMENT
Whatis PlanetBids. PlonetBids provides a sustoinoble off the -shelf modularsuite of web -based eProcurement solutions to centralize, automate
and manage the complete bidding process for goods andservices. All of the solutions are interconnected, comprehensive and streamlined to help
fulfill operational tasks in a timely manner, increase productivity ondsignifi'contly reduce an organizations overall spend. Additional details and
end User terms can be found of www. lanetbids.com
This SUPPORT SERVICES AGREE MENT ("Agreement"), which describes the terms and conditions applicableto useof the PlanetBids
Online Support Services, is made and entered as of the -Service Period defined below, by and between PLANETBIDS, LLC, a
Delaware Limited Liability Company ("PlanetBids") and the following customer ("Customer") as described below:
Customer Name: City of Redlands (CA)
Street Address: 35 Cajon Street
City, State ZIP: Redlands CA 92373
Department: Purchasing
Principal Contact: Dana Abramovitz-Daniel
Title: Procurement Manager
Phone & Email: 19097987525; dabramovitz@cityofredlands.org
Method of Payment: Net 30 Days
Initial Service Period: 02/03/2025 - 02/02/2030
THEREFORE, PlanetBids and the Customer agree as follows:
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 and as more specifically described in Exhibit "A".
a. "Services" shall include one or more of the following PlanetBids PB System'" modules or features if, and only if, listed in
Exhibit "A". Customer shall not have access or use of any modules or features not listed in Exhibit "A".
b. PlanetBids will market on behalf of Customer to drive Vendor engagement to participate in Customer's projects/bids as
outlined in Exhibit "A".
Fees and Payments.
Support Fees. Customer agrees to pay PlanetBids set up and services fees as set forth in Exhibit "B" hereto.
a. Additional Services; Fees. If requested by Customer, PlanetBids will provide any orall of thefollowing
additional services at the fees set forth in Exhibit "B
1. Customization work in addition to standard setup shall be contracted in the following manner and at
PlanetBids' current standard rates: (a) Customer shall submit a written request describing the proposed
project; (b) PlanetBids conduct a feasibility and assessment of the project and the work required, (c) if the
project is technically feasible, PlanetBids will submit to Customer a written estimate setti ngforth the price,
estimated schedule and any conditions of the project. PlanetBids shall not proceed until approval is
received in writing from Customer.
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2. Training to Customer's designated users, in addition to that provided pursuant to Section 2(a)(1), is
available at rates set in Exhibit "B".
3. Customer may, during the term of this Agreement, access and retrieve data in comma delimited 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 rates set forth in Exhibit"B".
b. Purchase Orders/Billing. Purchase orders, billing or any related matters must be emailed to
billing ianetbids.com or mailed to the following address;
PlanetBids, LLC.,13263 Ventura Blvd., Suite 101, Studio City, CA 91604
Attn: Finance or other address as specified by Company
c. Payment Terms. Net 30, Please remit the full amount within 30 days from the date of this invoice.
d. Tax. It shall be the responsibility of Customerto collect and pay any taxes, duties, imports, or tariffs that are
applicable to sales via the Services.
e. Credit Cards: 3% credit card fee will be applied to alltransactions made through a credit card
f. Late Fees: If Customer is overdue on any payment and fails to pay within specified payment term, then
PlanetBids may assess, and Customer agrees to pay a late fee of either 1.5%per month, or the maximum
amount allowable by applicable law, whichever is less.
g. Insurance. Insurance verification is provided for no cost, to be added as an "additional insured" is an additional
fee as defined in Exhibit "B". - - -
No Guarantee. PlanetBids does not guarantee 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,
Permitted Use. Customer shall not use, or permit any employee, consultant or other third party to use, the Services or any content
or information accessible through the Services with any other e-procurement product or service including, but not limited to, use
ofthe Pe System's vendor and contractor database to distribute requests for bids through a third -party product or service.
Third Party Codes. 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, or any other third -party identification codes, it shall be the responsibility of Customer to obtain
the necessary licenses. It shall not be deemed a breach of this provision if after reasonable efforts, Customer is unable to
obtain the necessary licenses for third -party identification codes. Customer indemnifies and holds harmless PlanetBids from
the unauthorized use or publication of any such identification codes with respectto the Services.
Data. For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back-up of
all data appearing on Customer's website on a daily basis. The standard duration of such data retained will be for a minimum of
7 years upon contract termination and determined by PlanetBids in its sole discretion thereafter. in the event PlanetBids finds it
necessary to purge Customer's data file prior to the standard 7 years, Customer's data will be transmitted to Customer for
Customer's record Keeping purposes
Disclaimer. PLANETBIDS MAKES NO OTHER 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, NOR ANY WARRANTY REGARDING THE ACCURACY, LIKELY RESULTS, OR THE RELIABILITY OF ANY SITES LINKED INTO THE
SERVICES. IN NO EVENT SHALLTHE AGGREGATE LIABILITY OF PLANETBIDS HEREUNDER EXCEED$1,000,000.00.
Indemnity. Each party will indemnify and defend and hold harmless the other party from and against all claims, liabilities,
damages, and expenses, including reasonable attorney fees, arising out of any property damage, personal injury, or death,
sustained by such other party as a result of the gross negligence or willful misconduct of the indemnifying party or its agents or
employees. PlanetBids shall defend, indemnify and hold harmless Customer from any lawsuit, claim, loss, expense pr damage
resulting from or caused directly or indirectly by PlanetBids' alleged violation of intellectual property rights of any third party,as it
relates to the performance of PlanetBids' Statement of Work outlined in Exhibit "A" attached hereto.
Termination. a) Termination for Cause. This Agreement may be terminated by either party by providing the nonterminating
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
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Than for Cause. Customer may terminate this Agreement without cause by giving Company 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 the current term of this Agreement that first occurs following the end of the foregoing notice period to each consecutive
term year. Any payments made by Customer for actual or subsequent years are non-refundable.
Confidentiality and Non -Disclosure. Tothe extent authorized by law, each party to this Agreement agrees that it shall treat as
confidential, information expressly marked "confidential". It shall not be a breach of this provision if Customer is required to
disclose confidential information in response to a subpoena, a court order orfederal or state law requires disclosure as
determined by Customer. Confidential information shall not include: (i) information in the public domain through no fault of
the receiving party; (ii) known to the receiving party at the time of disclosure on a non -confidential basis; (Ili) rightfully obtained
by the receiving party on a non -confidential basis from a third party; or (iv) independently developed by the receiving party. The
parties will use confidential information (a) solely to fulfill its obligations underthis Agreement; (b) protect confidential
information using the same degree of care it uses to protect its own confidential information of a like nature; (c) but in no event
less than a reasonable degree of care,
Notices. PlanetBids shall provide notice to Customer via email, or (at its discretion) via certified U.S. Mail, to the address
provided in this Agreement 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.
Assignment. Neither party shall assign this Agreement or any of its rights or obligations without the prior written consent of the
other party, and any such attempted assignment will be void, provided PlanetBids may transfer this Agreement without consent
of Customer in connection with the sale or transfer of all or substantially all of its equity or assets. Subject to the above, this
Agreement will be binding upon the parties' respective successors and permitted assigns.
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 andeffect.
General. Each party to this Agreement agrees that any dispute arising under the Agreement shall first be attempted to be
resolved through mediation. If mediation is unsuccessful, the parties may agree to submit the dispute to binding arbitration
according to the rules and regulations of, and administered by, the American Arbitration Association, and that any award
granted pursuant to such arbitration may be rendered to final judgment. Notwithstanding anything herein, either party may
seek relief in any court of competent jurisdiction in San Bernardino County, California..
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, pandemic, orthe occurrence of anyother unforeseen contingency beyond the reasonable control of
PlanetBids.
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Authority to Sign. 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 orterminatethis Agreement if Customer has willfully violated its obligations hereunder.
AGREED effective as of the date first written above.
PlanetBids
x
signatory: David DiGiacome
Email of signatory: davidd@planetbids.com
Timestamp: Friday, December 6th, 20244:17 PM UTC
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City of Redlands (CA)
Signatory: Mario saucedo, Mayor
Email of signatory: msaucedo a•.ci ofrcdl
Date:
CITY OF REDLANDS (CA)
ATTEST:
eanne Donaldson, Ciiy Clerk
L
Date:
4
EXHIBIT "A"
STATEMENT OF WORK
FOR SETUP, IMPLEMENTATION AND TRAINING
1. Customer System Configuration:
Services available to Customer shall be utilized by the Purchasing Department and shall include:
A. Access for up to nine (9) full licensed users of Customer to the following module(s) of the PlanetBids "PB System'""':
I. Vendor Management and Bid Management Modules
H. Project Evaluation Module
B. Access for up to one (1) licensed users of Customer to the following module(s) of the PlanetBids "PB System'"":
1. Read -Only
C. Access and use of the PlanetBids "Outreach" database for no additional cost.
2. 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 the number of user licenses acquired by Customer. PB System"" Access Services include the following:
System Administration—PlanetBids will be responsible for system and data backups, disaster recovery, system reliability,
availability, privacy, and system security
Hosting Infrastructure — PlanetBids will be responsible for hosting Services, maintaining the network, hardware, and
software Infrastructure
• Customer Service— Is available Mondaythrough Friday, excluding statutory holidays (see Help Desk definition below)
• Account Management— PlanetBids will provide a dedicated Account Manager for post -sales support, Services questions.
3. PB System"" Setup, Implementation and Online Training:
• Online training will be provided as outlined below for only the PB Modules licensed and purchased by the Customer for the
initial setup and configuration of the Service. PB Modules which were not purchased by Customer, training will be omitted.
• PlanetBids will initially Install for Customer the specified number of licensed Services users and configure PB modules.
• PlanetBids will provide up to 3 months' access, by request, to an online training sandbox for Customers to practice using the
Service during the initial setup period.
• Vendor and Bid Management Modules: 2-hours and 45-minutes
• Advanced eeidding for Public Works add -on Module: 15-minutes
• PB System" Project Evaluation Management Module: 45-minutes
• Insurance Certificate Management with My Insurance module: 30-minutes
• Contract Management Module: 45-minutes
• Includes training for DocuSign add -on to Contract Management. The DocuSign product or service is not included. Customer
must purchase from DocuSign the required product or services access.
• Agency Contracts add -on Module to Contracts Management:15-minutes
• Contract Compliance add -on module to Contract Management Module: 15-minutes
• Business Certification Module: 30-minutes
• Emergency Operations Module: 20-minute online training session
5
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4. PB System— setup, implementation and training consists of the following:
A. Initial program definition
The PlanetBids implementation manager will work with one (1) designated Customer project managerto 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 ofthe Services by Customer, online training will be scheduled and
performed.
B. Sy stem implementation and administration
PlanetBids will enter and configure Customer requirements into Services for each licensed user access for Customer for only th e
Modules purchased by the Customer.
The following implementation services will be provided:
a. Account Manager assigned to manage implementation process.
b. Press kit developed by PlanetBids Marketingteam, including initial press release for publishing to attract Vendors to
register for new system.
c. URL configured for Customer's procurement web page for Vendor registration.
d. Customer shall publish official press releases to attract Vendors to new URL. PlanetBids will publish Customer press release
to social media sites and other media outlets.
e. PlanetBids will create and send an initial email campaign to any existing Vendor lists Customer may have access to or has
compiled. Data will be sent to PlanetBids in comma delimited format or excel.
f. Configuration of Customer's purchased Modules.
g. Testing of Customer's purchased Modules
h. Customer specific databases will be established.
i. Complete bid management from bid submission to awarding.
j. Electronic bidding tools configured.
k. Daily backups.
I. Services users and vendor support for the duration of the Agreement.
S. Professional Services
PlanetBids will provide consulting services for custom reports or Services 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
the rates set forth in Exhibit "B". No work will begin on professional services before a mutually agreed -upon statement of work
is completed.
6. Help Desk
The PlanetBids Help Desk is available for support (as defined below) via our telephone number (818) 992-1771, from 8:00 am to
5:00 pm, Monday through Friday, excluding statutory holidays. Online support, as well as on-line help services are also available
at https://solutions.planetBids.com/support (https://solutions.planetBids.com/support/) .
Toensure prompt assistance for licensed users of Customer's Services, PlanetBids requiresthe Customerto designate at least one,
preferablytwo or three, Services Super Users. The Customer Super Users will be responsible to manage licensed user access, such
as username and password, initiating or providing basic "Level V support to the licensed users of Customer's Services. While
PlanetBids will offer Level 1 or Level 2 support, the designated Super Users will serve as the primary point of contact with
PlanetBids.
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To provide instant service to vendors and contractors, PlanetBids recommends Customer to Initiate or provide basic "Level 1"
support although PlanetBids will provide Level 1 or Level 2 support at any time:
• Level 1 support representatives 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.). Services related questions
by Vendors/Contractors that cannot be answered or supported by Customer should be directed to a PlanetBids support
representative. More complex, technical questions should be directed to a Level 2 PlanetBids support representative.
• Level 2 support is more technical in nature. Level 2 questions may, for example, deal with Customer users (i.e., PB System' -
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.
7. User License(s) Management
Customer is responsible for monitoring and maintaining Services licensed users and ensuring all usernames and passwords are
always up-to-date. Usernames and passwords are for authorized individual use only.
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EXHIBIT "B"
FEES AND PAYMENTS
a. Support Fees. Customer agrees to pay PlanetBids a total of $24,730.81 for the first year. Payment for Year 1 shall be due and
payable 30 days from the time of execution of this Agreement. The feels) for each of the following years are as outlined in Table (A)
below and are payable in advance within 30 days of the first day of each such year:
1. Setup Fee. Customer agrees to pay a setup fee of $500 for the Services installation, configuration, and testing of the Services
portal link to Customer's website, plus administrator setup 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 using the Services modules, a service fee of $24,230.81 for first year of this
Agreement and each of the following years as outlined in Table (A). A (3%) percent fee increase applies upon renewal each
year.
Table (A)
PBSystern"MODULES
Vendor Management gBidManagemer-t
Pr*ctEvatuationManagement
Read -Only
Sub-TOUT
Quantity
Up to
9
SETUP
2025.2026
2D,4d0.81
2026-2027
2D,642.03
2027.2028
21,:A61.aG
2D28-2029
21,899.13
2029-203D
22,5W.11
9
5DD.00
3.675.00
3,785M
a,RIZ-R.81
4,015.77
A,136.24
1
-
515r0D
53+0.45
54t.3�
562.75
579.S4
SWO.D31
924,23D.81
VWSW-73i
S25.706-A71
326,477.6G
S27.271.99
Total
S2,4,73DSJJ
S24.9W%731
S25,706,47
S26A77,GD
527 271,99
b. Additional Services. If requested by Customer in writing, PlanetBids will provide any or all of the following additional services. The
following rates are current as of the date of this Agreement but are subject to an increase of not more than 10% per year after the
first year of this Agreement.
1. Training: $975.00, for a single online training session of up to 2 hours.
2. For its own internal retrieval and restoration purposes, Planetlids will record and maintain for a limited time a back-up of all data
appearing on Customer's website on a daily basis. The duration of such data retained will be for a minimum of 7 years and
determined by PlanetBids in its sole discretion thereafter. However, Customer may, during the term of this Agreement, access and
retrieve data in text delimited Microsoft Excel format and documents, at no cost. Additional Services related to the retrieval or
restoration 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 $250.00 per hour.
3. Customer to be added as an "Additional insured" is $250/year.
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