2019/07/12 PlanetBids, Inc. Support ServicesPLANET BIDS
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PB System rM
SUPPORT SERVICES AGREEMENT
This SUPPORT SERVICES AGREEMENT, which describes the terms and conditions
applicable to your use of the PlanetBids Online Support Services, is made and entered as of
into the 8th day of April 2019, by and between PLANETBIDS, lNC., a California corporation,
("PlanetBids") and the following customer ("Custome/') for the period from O+3€r=19 to O4€{,-,Nl 07 - /2-lf o7-//-!.
Customer Name:
Street Address
City, State ZIP
Department:
Principal Contact:
Title:
Phone & Email:
Method of Payment
City of Menifee
29844 Haun Road
Menifee, CA 92586
Finance Department
Margarita Corneio
Fiscal Services Manaqer
951 .723 3716, mcorneio@ cityofmenifee. us
THEREFORE, PlanetBids and the Customer agree as follows
1. PlanetBids Services. Upon acceptance of this Agreement, PlanetBids shall provide the
following Support Services to Customer, subject to the terms and conditions of this Agreement.
a) "Services" shall include the following: 1) use of the PlanetBids PB SystemrM
Vendor Management and Bid Management modules for the purpose of vendor registration,
posting and tracking Bid Requests and other information on Customer's website or private
internet network, 2) for one (1) full user license access to and use ofthe PB SystemrM by the
Finance Department, 3) Customer has option, to processing and distributing Bid Requests to
additionally available PlanetBids suppliers within their selected categories at no additional cost
b) PlanetBids shall have access and the right to market or otherwise promote its
services to any vendor or supplier of Customer that registers with PB SystemrM via Customer's
website. PlanetBids will not sell any Customer data to any third parties without a written
consent from Customer,
c) lnternet 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 prompfly
investigate any technical problems that Customer reports. PlanetBids cannot, however,
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Net 30 days (trom final execution date of Agreement)
guarantee continuous service, service at any particular time or the integrity of data
transmitted via the lnternet. Further, PlanetBids shall not be responsible for the
inadvertent disclosure, corruption or erasure of data transmitted, received or sorted on
the PB SystemrM. Nevertheless, PlanetBids shall notify the Customer upon discovering
incidents of such inadvertent disclosure, corruption or erasure.
d) PlanetBids may make improvements and/or amendments to the PB SystemiM 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 condilions 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 helpfulto 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 $7,375.00 for Year
1. The fees for optional Year 2, optional Year 3, optional Year 4, optional Year 5 and optional
Year 6 are as outlined in Table (A) below:
1) Set-Up Fee. Customer shall pay a onetime set-up fee of $3,500.00 for
the PB SystemrM modules outlined in Table (A). Set-up applies to the PB
SystemrM Vendor and Bid management for the installation, customization
and testing of the PB SystemrM 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 thts
Agreement and Exhibit "A".
2)Service Fee Payment. Customer agrees to pay for the use of the PB
SystemiM modules; a service fee of $3,875.00 for Year 1 of this
Agreement, and for each Year 2 and Year 3 as outlined in Table (A). A
fee of three (3) percent applies upon renewal each year, for Year 2, Year
3, optional Year 4, optional Year 5 and optional Year 5 as outlined in
Table (A).
Table (A)
PB Syotem MODULES SETUP YEAR I
2019-2020
YEAR 2
2020-2021
{Oetionall
YEAR 3
2021-2022
lODtionall
YEAR 4
2022-2023
(Ogtio.tal)
YEAR 5
2023 2024
{Optional}
YEAR 6
2024-2025
(ODlional)
V6ndo. Managemenl & Bid Managemenl
(1 FUIJUlor Lconse)$350000 $387500 $ 3 991.25 $ 4.110 93 s 4.234 32 s 4.361 35 $ 4.492.19
Sub-Total $ 3.500 00 $ 3,875 00 s 3.991 25 s411099 $ 4.234 32 s 4.361.35 $ 4,492 19
TOTAL i 7,375.00 $ 3,991.25 t 4.110.99 $ 4,234.32 t 4.36't.3s $ 4,,192.19
b) Additional Services; Fees.
any or all of the following additional services
lf requested by Customer, PlanetBids will provide
1) Special customization work -up shall be provided at PlanetBids' current
standard rates pursuant to an estimate provided by PlanetBids.
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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 its own internal retrieval and restoration purposes, PlanetBids will
record and maintain for a limited time a back-up copy, of all data
appearing on Customer's website daily. The duration of such data
retained will be for a minimum of 7 years and determined by PlanetBids in
its sole discretion thereafter. However, Customer may, during the term of
this Agreement, access and retrieve data in text delimited Microsoft Excel
format and documenls, 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)
c) Purchase Orders/Billing. Purchase orders, billing or any related matters must
be emailed to alan@planetbids.com or mailed to the following addressl
PlanetBids, lnc.
5850 Canoga Avenue, Suite 301
Woodland Hills, CA 91367
Attn: Alan Zavian
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 thal
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 unaulhorized commercial use of the
Services or of the PlanetBids name, marks or logos. Further, Customer agrees to not
use the PianetBids websites to (i) post information anonymously or under a false name,
(ii) post any unlawful, threatening, abusive, harassing, libelous, defamatory, obscene,
pornographic, profane or otheMise objectionable information of any kind, such as
inducements to conduct that would constitute a criminal offense or give rise to civil or
other liability, (aii) post the name of or otherwise identify or reference any service or
entity that provides a servace competitive to the Services.
2) lf 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. lf such identification codes are proprietary codes of third parties,
such as NIGP, SIC or CSl, it shall be the responsibility of Customer to obtain the
necessary [censes 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
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3. Use of Services.
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
SeNices for the benefit of any third party.
5) lt shall be the responsibility of Customer to collect and pay any taxes,
duties, imposts or tariffs that are applicable to sales via the Services.
C) THE SERVICES ARE PROVIDED "AS IS." PLANETBIDS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS,
EVEN IF PLANETBIDS HAS BEEN MADE AWARE IN ADVANCE OF SUCH POTENTIAL
RISK. FURTHER, PLANETBIDS DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY
OF THE USE OF THE SERVICES OR SITES LINKED THERETO.
d) PlanetBids does not at any time come inlo possession of the products or seNices
acquired through the Services and is not aware of the specific use to which those items will be
put. ln using the Services, Customer hereby releases, indemnifies, and holds harmless
PlanetBids and its agents, employees, and affiliates harmless from all claims, demands, costs
and damages (actual and consequential) of every kind and nature arising out of, or in any way
connected with, Bid Requests and uncompleted or completed transactions related to the
Services.
4.Termination
a) Termination for Cause. This Agreement may be terminaled 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. ln such case, the etfective date of termination shall be the
anniversary of the date for Year 1, optional Year 2, optional Year 3, optional Year 4, optional
Year 5, and optional Year 6 of this Agreement that first occurs following the end of the foregoing
notice period each consecutive year. PlanelBids shall have no obligation to refund or prorate
any fees or charges paid by Customer.
5. Confidentiality. PlanetBids will take reasonable measures not to disclose website
communications or information about its Customers, except to the e)dent 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
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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 discretron, cancel or terminate this Agreement
if Customer has willfully violated its obligations hereunder.
to be not confidential, unless specifically agreed otheMise in advance by planetBids. Further,
PlanetBids will have the right to use any Customer's name in connection with the advertising or
promotion of the Services.
6. Copyright Protection. The PB SystemrM 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 ofthe 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 SystemrM or any other PlanetBids
tools. Customer shall not reverse engineer, decompile, or othenrvise 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.comPermissiontouSeShal|begrantedinthesolediscretioffi
7. Security.
(b) Password-protection technaques 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. lf Customer is a corporation or other business entity, then it may allow
employees to use its user name and password, but the Customer shall be responsible for all
activity and charges incurred by such employees. Permitting third parties to use the Services is
prohibited and a violation of this Agreement.
(c) lf a security breach occurs with respect to any account, the Customer must
immediately change its password and notify PlanetBids at customerservice@PlanetBids.com.
Customer shall be liable for any unauthorized use of the Services until PlanetBids is notified of
the security breach.
8.Other Provisions.
a) Notices, PlanetBids shall provide notice to Customer via email, or (at its
discretion) via certified U.S. Mail, to the address provided on the membership registration or
such other address provrded 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
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(a) The PlanetBids ordering and posting processes are protected bythe Secure
Sockets Layer (SSL) protocol, which encrypts your information and confirms the identity of the
PlanetBids server before allowing a transaction to be completed. Firefox 4.5+ (or better) and
lnternet Explorer 1 1.0+ (or better) support to the SSL protocol are acceptable, but we
recommend that you use the latest browsers to ensure that you are protected by advances in
security technology. For more detailed information, please refer to the PlanetBids Privacy
Policy.
was undelivered) or 3 business days after the mailang 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. tf 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 effecl.
d) Governing Law. The interprelation 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 exclusrve 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 rf such failure is caused by lnternet 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 -
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- Signature Page -
AGREED effective as of the date first written above.
PLANETBIDS, lNC. City of Menifee
By:
Alan Executive Officer
By
7-t2- 7f (Date)
Armando Villa, City Manager
(Date)
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- Signature Page -
AGREED effective as of the date first written above.
PLANETBIDS, lNC. City of Menifee
By:By
Alan Zavian, Chief Executive Officer Armando G. Villa, City Manager
(Date)(Date)
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EXHIBIT 'A"
1. PB SystemrM Access Services:
PlanetBids rate for maintaining the PB SystemrM Vendor Management and Bid Management
modules is based upon an unlimited number of monthly transactions (Bids) and up to one (1) full
user license. PB SystemrM 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 SystemrM,
maintaining the network, hardware and software infrastruclure
Customer Service - "Level 2" customer service is available from 8:00 a.m. to 5.00 p.m.
PST, Monday through Friday (see Help Desk definition below)
Account Management - PlanetBids will provide a dedicated Account Manager for post-
sales support, PB SystemrM questions.
2. PB SysternrM Set-up, lmplementation and Training:
PlanetBids will initially load up to one (1) full licensed user for Customer for the Vendor
Management and Bid Management
PlanetBids will provide an up to 2-hours online training for PB SystemrM user
administration for the Vendor Management and Bid Management modules
PB System'M set-up, implementation and training consists of the following:
A. lnitial prooram definitlon
The PlanetBids implementation manager will work with one (1) designated Customer project
manager to develop a roadmap for system implementataon. The implementation manager wtll
define and present a project management schedule 1o the Customer project manager.
Customer will be required to submit information according with the pro.iect management
schedule. Upon completion and review of the PB SystemrM by Customer, online training wilt be
scheduled and performed.
B. Svstem imolementat n and administration
PlanetBids will enter and configure Customer requirements into PB SystemrM for up to one (1)
full user access for Customer.
The following implementation services will be provided:
a. Link from and to Customer's procurement web page.
b. Online customized vendor registration form and ability to have vendors maintain their
profiles.
c. Complete management tools access to all users (i.e. buyers, project managers...).d. Customer specific database.
e. Complete bid management from bid submission to awarding.
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STATEMENT OF WORK
FOR SETUP, IMPLEMENTATION AND TRAINING
f. Electronic bidding - Vendors submit bid quotes/responses online; Buyers analyze bid
responses and award.g. Daily backups.
h. PB SystemrM users and vendor support for the duration of the contract.
3, Professional Services
PlanetBids will provide conSulling services for custom reports or PB SystemrM customizations,
specific to Customer, not covered by this Statement of Work at an additional charge. Additional
consulting services requested in writing by Customer will be billed at a rate of $125/hour, billed
in 1-hour increments. No work will begin on professional services before a mutually agreed-
upon statement of work is completed. All on-site travel expenses will be passed-through to
Customer. No travel will be expensed without the prior approval of Customer's management.
4. Help Desk
The PlanetBids Help Desk is available for "Level 2" support (as defined below) via our telephone
number (818) 992-1771, from 8:00am to 5:00pm PST, Monday through Friday. Email Support,
support@PlanetBids.com as well as on-line help services are also available.
Customer will be responsible for all "Level l" support:
A level 1 support representative will attempt to answer most or all questions, including
help to vendors with simple problems (edat 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 nalure. Level 2 questions may, for example, deal
with Customer users (i.e. PB SystemrM administrative users including buyers, project
administrators, etc.) or with password issues requiring Special assistance, or with
possible product bugs or failures. ln this case, some research and investigation may be
req u ired
5. User License(s) Management
It is the responsibility of Customer to always maintain user names and passwords when any
licensed user is replaced by a new user or leaves a departmenl at the agency.
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