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2000 - PlanetBids - eProcurement System for Bids� Innovative eProcurement Solutions 13263 Ventura Blvd., Suite 101 Studio City, CA, 91604 (818) 992-1771 Amendment No.1 PS System'" - Support Services Agreement 1. Standard Provisions Under the PB System"u Support Services Agreement and any previous amendments thereto (referred to herein as "Agreement") between PlanetBids, Inc (PlanetBids) and the City of Rosemead (referred herein as "Customer") PlanetBids shall remain bound to the terms of the Agreement, except to the extent the terms of this Amendment conflict with the Agreement or a previous amendment, in which case this Amendment shall supersede. Nothing in this Amendment relieves PlanetBids of its obligation to perform as required by the Agreement or any previous amendment unless expressly stated herein. 2. Agreement Revisions A. Scope of Work PlanetBids and Customer agree that Section 2, Fees and Payments, on page 2 of the PlanetBids Support Services Agreement from July 8, 2022 to July 7, 2025, plus two optional years, shall be amended as summarized in Revision 1 herein and as outlined in Table (A) herewith. Revision 1: As of August 31, 2022, PlanetBids and Customer have agreed to add to the PB System'"" the following licenses during the remaining term for Year 1, from August 31, 2022, to July 8, 2023, and as outlined in Table (A) for Year 1 through Year 5: a) One (1) additional full user license to the Vendor Management and Bid Management modules, for a total of three (3) full user licenses. b) A 2 -hour online training. B. Costs PlanetBids and Customer agree that the additional fees apply for the remainder of the actual Year 1 of this Agreement, from August 31, 2022, to July 8, 2023, and payable within thirty -days from execution of this Amendment No.1, as follows: 1) A prorated fee $2,115.62 for the addition of one (1) full user license for the remainder of Year 1 is due, based on the actual fee of $2,475.00/Year 1, from August 30, 2022, to July 8, 2023. A three percent increase applies to each renewal year. See Table (A). 2) An up to 2 -hours online training is included for a fee of $750. The total due for this amendment is $2,115.62 + $750.00 = $2,865.62 City of Rosemead Amendment No.1, August 30, 2022 Copyright© 2022 PlanetBids, Inc. Table (A) C. Schedule of Services/Milestones/Deliverables PlanetBids and Customer agree that there shall be no change to the term(s) of the Agreement and billing cycle. 3. Signatures This Amendment may be executed and delivered by electronic signature and shall be treated as original. IN WITNESS WHEREOF, This Amendment has been executed under the provisions of the Agreement between PlanetBids and Customer. By signing below, the parties hereto agree that all terms and conditions of this Amendment and the Agreement and any previous amendments shall be in full force and effect. The persons below assert that they are authorized to execute this Amendment. PLANETBIDS, INC. 0 Y•3o 202a (Date) Customer: City of Rosemead By: Kim, City Manager ZZ (Date) City of Rosemead Amendment No.1, August 30, 2022 Copyright 0 2022 PlanetBids, Inc. YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 PB System* MODULES SETUP 2022-2023 2023.2024 2024-2025 2025-2026 2026-2027 Vendor Management & Bid Management $3.500.00 $5,875.00 56,051.25 $6,232.79 $6,419.77 $6.612.36 (2 Full User Licenses) (Paid) (Paid) Vendor Management & Bid Management _ $2,115.62 S2,549.25 $2.625.73 $2,704.50 $2,785.63 (1 Full User License) From 8/31/22 to 7/8/23 2- Hours Online training - $ 750.00 - - - - Sub -Total - $2.865.62 $8.600.50 $8.858.52 $9,124.27 $9,397.99 TOTAL $2,865.62 $6,600.50 $8,858.52 $9,124.27 1 $9,397.99 C. Schedule of Services/Milestones/Deliverables PlanetBids and Customer agree that there shall be no change to the term(s) of the Agreement and billing cycle. 3. Signatures This Amendment may be executed and delivered by electronic signature and shall be treated as original. IN WITNESS WHEREOF, This Amendment has been executed under the provisions of the Agreement between PlanetBids and Customer. By signing below, the parties hereto agree that all terms and conditions of this Amendment and the Agreement and any previous amendments shall be in full force and effect. The persons below assert that they are authorized to execute this Amendment. PLANETBIDS, INC. 0 Y•3o 202a (Date) Customer: City of Rosemead By: Kim, City Manager ZZ (Date) City of Rosemead Amendment No.1, August 30, 2022 Copyright 0 2022 PlanetBids, Inc. n •r � Innovative eProcurement Solutions 13263 Ventura Blvd., Suite 101 • Studio City, CA, 91604 . 18 181 992-1771 PEI System TM SUPPORT SERVICES AGREEMENT This SUPPORT SERVICES AGREEMENT ('Agreement-). which describes the terms and conditions applicable to your use of the PlanetBids Online Support Services, is made and entered as of into the 27" day of June 2022. by and between PLANETBIDS. INC., a California corporation, ("PlanetBids') and the following customer ("Customer') for the period from 07-08-22 to 07-07-25: Customer Name: Street Address City. State ZIP Department: Principal Contact: Title: Phone & Email: Method of Payment of Rosemead 8838 East Valley Blvd. Rosemead. CA 91770 City Clerk's Office Encka Hernandez City Clerk 626.569.2171. ehernandezna,cityofrosemead.org Net 30 days THEREFORE, PlanetBids and the Customer agree as follows: 1. PlanetBids Services. Upon acceptance of this Agreement. PlanetBids shall provide the following Support Services to Customer. subject to the terms and conditions of this Agreement and as more fully 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" hereto: (i) use of the PlanetBids "PB System TTM" by a specific number of Customer licensed System users (ii) Additional Customer licensed module users (iii) Vendor management and Bid management modules for vendor registration, posting and tracking Bid Requests and other information on Customer's website or private internet network, and, at Customer's option, to process and distribute Bid Requests to additionally available PlanetBids suppliers within their selected categories (iv) Advanced eBidding for Public Works add-on module (v) Evaluation Management add-on module (vi) Business Certification module - Prequalification Management (CUPCCAA or Standard version) - Business Forms (vii) Contract Management module Copyright © 2022 PlanetBids, Inc. Agreement #: R220708-25 W (viii) Insurance Certificate Management module (ix) Insurance Certificate Management with My Insurance module (x) Emergency Operations module (agency -wide access) (xi) Access and use of the PlanetBids "Outreach" database Customer shall not have access or use of any modules or features not listed in Exhibit "A" 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 SystemT via Customer's site on the PlanetBids PB System TM'. 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 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 stored on the PB SystemT . d) PlanetBids may make improvements and/or amendments to the PB SystemT 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 such 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. 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 or all of the following additional services at the fees set forth in Exhibit "B": 1) Customization work in addition to standard set-up 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 setting forth the price, estimated schedule and any conditions of the project.. PlanetBids shall not proceed until approval is received in writing from Customer. 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) 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 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 Copyright© 2022 PlanetBids, Inc. Agreement* R220708-25 0 0 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 alan(Wolanetbids com or mailed to the following address. PlanetBids. Inc. 13263 Ventura Blvd., Suite 101 Studio City, CA 91604 Attn: Alan Zavian 3. Use of Services. a) The compilations of data and content contained in the PlanetBids "Outreach" database is the proprietary information of PlanetBids. PlanetBids grants to Customer a non- exclusive right to use Outreach compilations solely in connection with bids and procurements solicitated using the PlanetBids PB SystemTM Vendor Management and Bid Management. Customer agrees that it will not copy, use or access the Outreach compilations for any other purpose or for use in connection with any other bid or procurement solicitation service. 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 parry. b) PlanetBids is not responsible for the content and/or transactions that Customer post on or through the Services. Notwithstanding the foregoing. PlanetBids reserves the right to monitor content that uses the Services and, in addition to other remedies for breach provided In this Agreement, to remove content which PlanetBids determines to be illegal, offensive, harmful, or otherwise in violation of its operation policies. 1) Customer agrees to comply with all applicable laws, ordinances and regulations and prudent business practices 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) It shall be the responsibility of Customer to collect and pay any taxes, duties, imposts, or tariffs that are applicable to sales via the Services. c) Although the Customer's solicitation, bid and contract information is collected, processed, managed and stored on the PlanetBids PB SystemTM , PlanetBids does not control or monitor any of such information or processes and is not aware of the specific uses thereof by the Services, Customer hereby releases, indemnifies, and holds harmless PlanetBids and its Copyright 0 2022 PlanetBids, Inc. Agreement* R220708-25 (""1 r) agents, employees, and affiliates from all claims, demands, costs and damages (actual and consequential) of every kind and nature arising out of or related to the communications or Bid Requests and the completed or uncompleted transactions of Customer utilizing the Services. 4. Warranty. a) PlanetBids warrants that (i) the performance of Services by PlanetBids shall comply with all applicable federal, state, county and local laws and ordinances, and the PlanetBids PB SystemTM will comply with all applicable safety regulations and codes, (ii) all Services to be performed hereunder will be performed in a professional and workmanlike fashion and will comply with industry standards, (iii) the PlanetBids PB SystemTM' does not infringe or violate any third party patent, copyright or other intellectual property, (iv) the PlanetBids PB SystemT will be free from any liens, encumbrances or claims, and for a period of 90 days initial access by Customer, will conform in all material respects to applicable specifications and product descriptions. Further, PlanetBids will not knowingly include therein any malicious code designed to disrupt or otherwise impair the operation of the Services or to permit any surreptitious collection of information. b) 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 SHALL THE AGGREGATE LIABILITY OF PLANETBIDS HEREUNDER EXCEED $2,000,000.00 C) Customer represents and warrants (a) the Customer information provided is current, complete, and accurate, (b) that the person signing this Agreement is authorized to bind Customer, (c) Customer will update the information (including credit card information, if applicable) as required to keep such information current, complete and accurate. PlanetBids may, in its sole discretion, cancel or terminate this Agreement if Customer has willfully violated its obligations hereunder. 3. 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. 6. Termination. a) Termination for Cause. This Agreement may be terminated by either party by providing the non -terminating party with no less than forty-five (45) business days written notice (and reasonable opportunity to cure) upon the occurrence of any breach of any material term or condition of this Agreement or any representation or warranty herein. b) Termination Other Than for Cause. Customer may terminate this Agreement without cause by giving PlanetBids no less than sixty (60) days written notice before the effective date of such termination. In such case, the effective date of termination shall be the anniversary of the date for Year 3 and Year 4 of this Agreement that first occurs following the end of the foregoing notice period to each consecutive year. Any payments made by Customer for actual or subsequent years are non-refundable. Copyright 0 2022 PlanetBids, Inc. Agreement #: R220708-25 0 10 7. Confidentiality. a) 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. b) Notwithstanding the foregoing. PlanetBids will have the right to use Customers name, logo and marks only (i) in the performance of the Services, (ii) to list Customer as a prospective user of products and services in the PlanetBids "Outreach" database, and (iii) to identify Customer as a customer and/or user of the Services in PlanetBids marketing materials and on its website. Further, PlanetBids may use any voluntary feedback of Customer on PlanetBids performance, services or products for any reasonable business purpose that is not injurious to Customer. 8. Copyright Protection. The PB System^" and PlanetBids' date formats and compilations are protected by worldwide copyright laws and related international treaties, and may not 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, internal functions of the PB SystemT or any other PlanetBids tools. Customer shall not reverse engineer, decompile, or otherwise attempt to derive source code from any software or tools accessible or available through the Services. b) Special use requests should be sent to customerserviceaPlanetBids.com. Permission to use shall be granted in the sole discretion of PlanetBids. 9. 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. It is recommended that Customer use the latest browsers to ensure that the SSL protocol is acceptable, and you are protected by advances in security technology. For more detailed information, please refer to the PlanetBids Privacy Policy. (b) Password -protection techniques will be provided to restrict access under Customer's account to authorized individuals. REGISTRANT ACKNOWLEDGES, HOWEVER, THAT ACCESS RESTRICTIONS, BY THEIR NATURE, ARE CAPABLE OF BYPASS AND PLANETBIDS DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS. Customer shall at all times maintain as confidential its usernames and passwords. If Customer is a corporation or other business entity, then it may allow employees to use its username and password, but the Customer shall be responsible for all activity and charges incurred by such employees. Permitting third parties to use the Services is prohibited and a violation of this Agreement. Copyright 0 2022 PlanetBids, Inc. Agreement* R220708-25 0.0 M (c) If a security breach occurs with respect to any account, the Customer must immediately change its password and notify PlanetBids at customerservicer PlanetBids.com. Customer shall be liable for any unauthorized use of the Services until PlanetBids is notified of the security breach. 10. 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 in this Agreement or such other address provided by Customer to PlanetBids. Customer shall provide notice to PlanetBids via email to customerserviceoPlanetBids.com, with a copy sent via certified U.S. Mail to the address on the membership registration. Notices will be effective 6 hours after sending if sent via email (unless the sender receives a response indicating that the message was undelivered) or 3 business days after the mailing date. whether or not received. b) Assignment. Customer shall not assign this Agreement or any of its rights or obligations without the prior written consent of PlanetBids, and any such attempted assignment will be void. Subject to the above, this Agreement will be binding upon the parties' respective successors and permitted assigns. C) No Waiver. The failure of PlanetBids to exercise or enforce any right or provision under this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the terms and conditions shall remain in full force and effect. d) Governing Law. The interpretation and enforcement of this Agreement shall be governed by laws of the United States of America and the State of California, excluding its choice of law rules and subject to the exclusive jurisdiction of the court located in Los Angeles County, California. e) Force Majeure. PlanetBids will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by Intemet outages or delays, unauthorized access (hacking), earthquakes, communications outages. fire. flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable control of PlanetBids. - Signature Page on Next Page - 6 Copyright 0 2022 PlanetBids, Inc. Agreement* R220708-25 ra - Signature Page - r-� AGREED effective as of the date first written above. PLANETBIDS, INC. I Customer: City of Rosemead In Executive 46--27— 1,9-2 (Date) By: Ben KiW, City Manager 111�-' Tv n{ 27, Zo2Z (Date) By: Ericka ernandez. City Clerk :.m* 21y (Date) Copyright 0 2022 PlanetBids, Inc Agreement # R220708-25 n EXHIBIT "A" STATEMENT OF WORK FOR SETUP, IMPLEMENTATION AND TRAINING Customer System Configuration: Services available to Customer shall be utilized by the City Clerk's Office and Public Works Departments and shall include: A. Access for up to two (2) full licensed users of Customer to the following module(s) of the PlanetBids "PB SystemTM": (i) Vendor management and Bid management modules B. Access and use of the PlanetBids 'Outreach" database for no additional cost. 2. PB System TM Access Services: PlanetBids rate for maintaining the PB System' vendor and bid management is based upon an unlimited number of monthly transactions (Bids) and up the number of user licenses acquired by Customer. PB SystemTM Access Services include the following: • System Administration — PlanetBids will be responsible for system and data back-ups, disaster recovery, system reliability, availability, privacy, and security • Hosting Infrastructure — PlanetBids will be responsible for hosting PB SystemTM, maintaining the network, hardware ,and software infrastructure • Customer Service — Is available from 8:00 a.m. to 5:00 p.m. PST, Monday through Friday (see Help Desk definition below) • Account Management — PlanetBids will provide a dedicated Account Manager for post - sales support, PB SystemTM questions. 3. PB System TM Set-up, Implementation and Training: • PlanetBids will initially install for Customer the specified number of licensed PB System"'" users • PlanetBids will provide a 2.0 -hours training online for PB System""" Vendor Management and Bid Management modules 4. PB SystemTM set-up, implementation and training consists of the following: A. Initial program definition The PlanetBids implementation manager will work with one (1) designated Customer project manager to develop a roadmap for system implementation. The implementation manager will define and present a project management schedule to the Customer project manager. Customer will be required to submit information according with the project management schedule. Upon completion and review of the PB SystemTM by Customer, online training will be scheduled and performed. B. System implementation and administration PlanetBids will enter and configure Customer requirements into PB SystemTM' for each licensed user access for Customer. The following implementation services will be provided: Copyright m 2022 PlanetBids, Inc. Agreement #: R220708-25 a. Link from and to Customer's procurement web page. b. Online customized vendor registration form and ability to have vendors maintain their profiles. c. Complete management tools access to all users (i.e. buyers, project managers...). d. Customer specific database. e. Complete bid management from bid submission to awarding. f. Electronic bidding - Vendors submit bid quotes/responses online; Buyers analyze bid responses and award. g. Daily backups. h. PB SystemTM users and vendor support for the duration of the contract. 5. 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 the rates set forth in Exhibit "B'. No work will begin on professional services before a mutually agreed-upon statement of work is completed. S. 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 PST, Monday through Friday. Online support, as well as on-line help services are also available at httos//solutions.olanetBids.com/su000rt . 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: 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.). PB System T 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. • A Level 2 support is more technical in nature. Level 2 questions may, for example, deal with Customer users (i.e.. PB SystemTM administrative users including buyers, project administrators, etc.) or with password issues requiring special assistance, or with possible product bugs or failures. In this case, some research and investigation may be required. User License(s) Management It is the responsibility of Customer to monitor and maintain usernames and passwords if and when a licensed user of the PB System' needs to be reassigned to a new user within the Customer's organization. Copyright 0 2022 PlanetBids, Inc. Agreement # R220708-25 �► w ExHGIT D FEES AND PAYMENTS a. Support Fees. Customer agrees to pay PlanetBids a total of $9,375.00 for Year 1. Payment for Year 1 shall be due and payable 30 days from the time of execution of this Agreement. The fees for each Year 2, Year 3, optional Year 4, and optional Year 5, as outlined in Table (A) below and are payable in advance within 30 days of the first day of each such year. Any Payments made for actual or subsequent years are not refundable. 1) Set -Up Fee. Customer agrees to pay a set-up fee of $3,500.00 for the PB System^" installation, customization, and testing of the PB System TU portal link to Customer's website, plus administrator set-up and one-time online user training for up to the number of user licenses and additional modules as outlined in this Agreement and Exhibit "A". 2) Service Fee Payment. Customer agrees to pay for the use of the PB SystemT modules; a service fee of $5.875.00 for Year 1 of this Agreement. and for each Year 2, Year 3, optional Year 4, and optional Year 5 as outlined in Table (A). A three (3) percent increase in fees applies upon renewal each year, as outlined in Table (A). Table (A) PB System I- MODULES SETUP YEAR 1 2021.2022 YEAR 2 2022-2023 YEAR 3 2023.2024 YEAR 4 2024-2025 YEAR 5 2025-2026 Vendor Management & Bid Management 2 Full User Licenses S3.500 DO 55.875.00 56.051.25 S6232.79 $6.419.77 S6.512.36 aobTotd S3.500 DO 55.875.00 56.051.25 66.232.79 56.419.77 $6.61236 TOTAL $9,375.00 $6,051.25 $6,232.79 $6,419.77 56,612.36 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: $750.00, for a single online training session of up to 2 -hours. 2) For its own internal retrieval and restoration purposes, PlanetBids will record and maintain for a limited time a back-up copy of all data appearing on Customer's website on a daily basis. The duration of such data retained will be for a minimum of 7 years and determined by PlanetBids in its sole discretion thereafter. However. Customer may, during the term of this Agreement, access and retrieve data in text delimited Microsoft Excel format and documents, at no cost. Additional Services related to the retrieval or restoration of any of Customer's data from such back-up files are available, if necessary, at PlanetBids current standard rates, which will vary depending on the level of services required, but not less than $145.00 per hour. ID Copyright © 2022 PlanetBids, Inc Agreement # R220708-25 37895 PlanetBids, LLC; Planet Bids Intermediate Cerefoate of Insurance 12/1/2023 12:23:47 AM AC�Om `../ CERTIFICATE OF LIABILITY INSURANCE DATE (11/202YYYY) 1v1noz3 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) 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). PRODUCER Techlnsurance, Division of Specialty Program Group LLC 203 N. LaSalle St., 20th Floor, Chicago, IL 60601 CONTACT PNONE San, (800) 688-1984 ac No : 312-690-0123 EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC0 INSURER A: Lloyd's INSURED PlanetBids, LLC; Planet Bids Intermediate, LLC 13263 Ventura Blvd Ste 101, Studio City, CA, 91604 INSURER B: Lloyd's INSURER C: Sentinel Insurance Company, Limited 11000 INSURER D: Hartford Multi -Slate 00914 INSURER E: Sentinel Insurance Company, Limited 11000 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 THIS CERTIFICATE 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. lry$R LTR TYPE OF INSURANCE A L SUBR POLICY NUMBER POLICY EFF MMfDD/YYYY POLICY EXP MMIDD/YYYY LIMITS aI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2.000.000 CLAIMS -MADE E OCCUR PREMISES Ea =nce $ 1'000'000 MED EXP (Any one Person) $ 10,000 C 46SSAAF4539 7/1312023 71132024 PERSONAL&ADV INJURY $?030'000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 PRODUCTS-COMP/OPAGG $ 4.000.000 POLICY E FRI1:1 LOC 1 $ OTHER AUTOMOBILE LUIBILITY COMBINED SINGLE LIMIT $ 2000000 Ea accident BODILY INJURY (Par person) $ ANY AUTO BODILY I NJURY(Per amdenl) $ C ALL OANED SCHEDULED AUTOS AUTOS `Y HIRED AUTNON-0W/NED AUTOS 46SBAAF4539 7/1312023 7/132024 PROPERTY DAMAGE Per acddent SO$ UMBRELLA IJABOCCUR EACH OCCURRENCE $4.000,000 AGGREGATE $ 4.000.000 E EXCESS LIAB CIAIMS-MADE 46SBAAF4M9 7/132023 7/13/2024 DED It RETENTIONS 10000 $ p WORK Its COMPENSATION ER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEWEXECUTIVE Y❑ OFFICERrMEMBER EXCLUDED? No (Mandatory In NH) NIA 48WBCAY9U6R 7/132023 ]/132024 ✓ STATUTE 'ERT' - EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000.000 If yes, desonbe under DE SCRIPTION OF OPERATIONSloolm A Professional UaNliy(Error; and Omissions) ESL0139634586 4/12202374/12J22002244OcwnencelAggragate $3,000.000/$3 DW,000 B Cyber Liabiltty ESL0139534566 4/122023Eacn O000nence $3,000.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Addilomi Remarks ScI uN, may M aaaeMd H mon space la mgWred) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) (971988.2014 AGORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Rosemead THE EXPIRATION DATE THEREOF, NOTICE HALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 8838 East Valley Boulevard Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE 4/`"'v`y— ACORD 25 (2016/03) (971988.2014 AGORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD F1 EXTENSION OF THE INFORMATION PAGE - ITEM 3.D - ENDORSEMENTS Policy Number: 46 WBC AY9U6R Endorsement Number: Effective Date: 07/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Planetbids, LLC 13263 VENTURA BLVD STUDIO CITY CA 91604 Item 3.D. of the Information Page is completed to include the following endorsements: PN0499011 POLICYHOLDER NOTICE -YOUR RIGHT TO RATING AND DIVIDEND INFORMATION WC000000C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC000001A.1 INFORMATION PAGE WC000001A.2 INFORMATION PAGE WC000313 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC000403 EXPERIENCE RATING MODIFICATION FACTOR ENDORSEMENT WC000414 NOTIFICATION OF CHANGE IN OWNERSHIP WC000414A 90 -DAY REPORTING REQUIREMENT- NOTIFICATION OF CHANGE IN OWNERSHIP ENDORSEMENT WC000419 PREMIUM DUE DATE ENDORSEMENT WC000419A PART FIVE - PREMIUM AMENDATORY ENDORSEMENT WC000421F CATASTROPHE (OTHER THAN CERTIFIED ACTS OF TERRORISM) PREMIUM ENDORSEMENT WC000422C TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT WC040301 BB POLICY AMENDATORY ENDORSEMENT - CALIFORNIA WC040306 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA WC040360B EMPLOYERS LIABILITY COVERAGE AMENDATORY ENDORSEMENT - CALIFORNIA WC040421 OPTIONAL PREMIUM INCREASE ENDORSEMENT - CALIFORNIA WC040601B CALIFORNIA CANCELATION ENDORSEMENT Form WC 99 03 68 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24 F4 EXTENSION OF THE INFORMATION PAGE - ITEM 3.13 - ENDORSEMENTS Policy Number: 46 WBC AY9U6R Endorsement Number: Effective Date: 07/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Planetbids, LLC 13263 VENTURA BLVD STUDIO CITY CA 91604 Item 3.D. of the Information Page is completed to include the following endorsements WC040604A COVID-19 REPORTING REQUIREMENT ENDORSEMENT - CALIFORNIA WC090303 FLORIDA EMPLOYERS LIABILITY COVERAGE ENDORSEMENT WC090403C FLORIDA TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT ENDORSEMENT WC090407 FLORIDA NON-COOPERATION WITH PREMIUM AUDIT ENDORSEMENT WC090408A FLORIDA INSUFFICIENT FUNDS ENDORSEMENT WC090606 FLORIDA EMPLOYMENT AND WAGE INFORMATION RELEASE ENDORSEMENT WC090607A FLORIDA INSURANCE GUARANTY ASSOCIATION SURCHARGE ENDORSEMENT WC420408A NOTIFICATION WC240406D MISSOURI EMPLOYER PAID MEDICAL ENDORSEMENT WC240601B MISSOURI CANCELLATION AND NON RENEWAL ENDORSEMENT WC240602B MISSOURI PROPERTY AND CASUALTY GUARANTY ASSOCIATION ENDORSEMENT WC240604C MISSOURI AMENDATORY ENDORSEMENT WC420301J TEXAS AMENDATORY ENDORSEMENT WC420304B TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC420407 TEXAS -AUDIT PREMIUM AND RETROSPECTIVE PREMIUM ENDORSEMENT WC420408A TEXAS HEALTH CARE NETWORK ENDORSEMENT WC550011 D Employees Claim for Workers compensation Benefits WC550022A NOTICE TO WORKERS' COMPENSATION POLICYHOLDERS IN TEXAS LETTER Form WC 99 03 68 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24 F1 EXTENSION OF THE INFORMATION PAGE - ITEM 3.D - ENDORSEMENTS Policy Number: 46 WBC AY9U6R Endorsement Number: Effective Date: 07/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Planetbids, LLC 13263 VENTURA BLVD STUDIO CITY CA 91604 Item 3.D. of the Information Page is completed to include the following endorsements: WC660189 Copyright Page WC8804001 Notice to Employees - Injuries Caused By Work (TITLE IN SPANISH) WC8804011 Notice to Employees - Injuries Caused By Work WC990001K Signature/Copyright WC990002 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY BUSINESS INSURANCE POLICY WC990005 SCHEDULE OF OPERATIONS WC990277C WORKERS COMPENSATION AND EMPLOYERS LIABILITY PARTICIPATING PROVISIONS WC990278 WORKERS COMPENSATION AND EMPLOYERS LIABILITY PARTICIPATING DIVIDEND PROVISIONS- FLORIDA WC990301B WORKERS COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS WC990303B WORKERS COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS WC990305B WORKERS COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS WC990356A AMENDMENT TO WORKERS COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS - EMPLOYERS LIABILITY STOP GAP COVERAGE WC990357A AMENDMENT TO WORKERS COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS - EMPLOYERS LIABILITY STOP GAP COVERAGE WC990366 EXTENSION OF THE INFORMATION PAGE - ITEM 1 - OTHER WORKPLACES WC990367 EXTENSION OF THE INFORMATION PAGE - ITEM 3.A - STATES COVERED WC990368 EXTENSION OF THE INFORMATION PAGE - ITEM 3.D. - ENDORSEMENTS WC990375 CALIFORNIA INSTALLMENT FEE DISCLOSURE ENDORSEMENT Form WC 99 03 68 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24 t� EXTENSION OF THE INFORMATION PAGE - ITEM 3.D - ENDORSEMENTS Policy Number: 46 WBC AY9U6R Endorsement Number: Effective Date: 07/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Planetbids, LLC 13263 VENTURA BLVD STUDIO CITY CA 91604 Item 3.D. of the Information Page is completed to include the following endorsements: WC990689 GOODS AND SERVICES ENDORSEMENT WC990694 GOODS AND SERVICES ENDORSEMENT WC990696 Signature Page WC990697 Workers' Compensation and Employers Liability Participating Provisions - Texas Form WC 99 03 68 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24 FOA POLICY INSURER LIST BY JURISDICTION INSURER NAIC JURISDICTION Trumbull Insurance Company 27120 MO IN ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Casualty Insurance Company 29424 FL CA ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Insurance Company of Illinois 38288 TX ONE HARTFORD PLAZA HARTFORD CT 06155 THE COVERAGE PROVIDED IN EACH JURISDICTION IS WITH RESPECT TO THE LOCATIONS OF THE NAMED INSURED IN THAT JURISDICTION IN ACCORDANCE WITH THE WORKERS' COMPENSATION LAW OF THAT JURISDICTION. AS USED IN THIS POLICY, "COMPANY", "WE", "US" AND "OURS" MEAN THE MEMBER INSURANCE COMPANIES OF THE HARTFORD INSURANCE GROUP COLLECTIVELY PROVIDING THIS INSURANCE. Nothing herein, contained shall be held to vary, waive, alter or extend any of the terms, conditions, agreements or information of the policy, other than as herein stated. Form WC 66 04 40 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24 t� THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER Policy Number: 46 WBC AY9U6R Endorsement Number: Effective Date: 07/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Planetbids, LLC 13263 VENTURA BLVD STUDIO CITY CA 91604 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 07/13/23 Policy Expiration Date: 07/13/24