Agenda Item 8J — Torrance City Council, October 20, 2026

8J
Date: October 20, 2026
To: Honorable Mayor and Members of the City Council
From: Ian Dailey, Finance Director
By: Sheila Poisson, Deputy Finance Director | [email protected] Subject: Finance - Approve Consulting Services Agreement with PlanetBids, LLC for eProcurement System Services, Approve Modifications to the City's Standard Agreement Template, and Authorize the City Manager to Execute the Agreement.

Expenditure: Not-to-Exceed $176,288 (General Fund: Approximately $35,258 Annually).

RECOMMENDATION
Recommendation of the Finance Director that City Council:

1. Approve a consulting services agreement with PlanetBids, LLC, a Delaware limited liability company, for an amount not-to-exceed $160,262, plus a 10% contingency in the amount of $16,026, for a total not-to-exceed amount of $176,288 for eProcurement system services, for a five-year (5) period beginning January 11, 2026 and ending January 10, 2031; and

2. Approve modifications to the City’s standard consulting services agreement template; and

3. Authorize the City Manager to execute the agreement on behalf of the City.

FUNDING
Funding is available in the Information Technology Department's FY 2025-26 operating budget and is anticipated to be available in subsequent fiscal years.

DISCUSSION
In 2020, the City sought a web-based, software-as-a-service (SaaS) eProcurement platform to automate solicitations, bid evaluation, and award of purchase orders and contracts. Although TMC Section 22.3.19 provides an exception to the formal competitive process for software purchases, a project team with representatives from the City Manager's Office, City Clerk, Public Works, General Services, City Attorney's Office, and Information Technology evaluated available options to identify the best fit for the City's needs.

The team selected PlanetBids for three primary reasons. First, PlanetBids offered a single integrated platform covering all required functions, with the ability to add modules as the City's needs grow. Second, PlanetBids maintains a vendor database of suppliers that serve state and local governments, which expands the pool of qualified bidders and increases competition on City solicitations. Third, PlanetBids' Advanced eBidding module supports the technical requirements unique to Public Works’ bids, including line-item bid analysis and contractor certification verification. The City entered into a five-year Support Services Agreement with PlanetBids, Inc. for the period of January 11, 2021 through January 10, 2026. 1 City Council
October 20, 2026

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Staff recommends continuing with PlanetBids for an additional five-year term. The platform is fully embedded in the City's procurement operations, vendors are registered and familiar with it and changing systems would require significant staff time for re-implementation and data migration.

The proposed agreement totals $160,262 over five years (approximately $32,052 per year), plus a 10% contingency of $16,026, for a total expenditure not to exceed $176,288. The agreement's effective date of January 11, 2026 aligns with the expiration of the prior agreement to provide continuous service.

The agreement amount is well below the City Manager's contract approval authority of $250,000 per year and would ordinarily be approved administratively. However, because the standard Consulting Services Agreement is a Council-approved template, City Council approval of requested changes to the template is required.

Summary of Requested Changes: PlanetBids provides a remote, subscription-based software service, and its annual fees are paid in advance similar to many software subscriptions. Several provisions of the City's template are written for consultants that perform on-site work, are paid in arrears, or deliver work products such as plans and studies. Most of PlanetBids' requested changes remove or adapt these provisions so they fit a prepaid SaaS arrangement. The City Attorney's Office and Finance Department reviewed each request and negotiated revised language where needed. The changes are summarized below.

1. Termination for Convenience (Section 4.A): The City may still terminate for any reason, but with 60 days' notice rather than at any time. The template's provision for paying the consultant for work performed, termination costs, and overhead and profit is replaced with a statement that prepaid fees are not refundable. Why this is not a concern: The City no longer owes any termination costs, overhead, or profit. Because fees are paid one year at a time, the City's exposure is limited to the unused portion of a single annual fee (about $32,000 or less), and 60 days allows an orderly transition.

2. Termination for Cause (Section 4.B): If a consultant defaults, the template lets the City hire someone else to finish the work, charge the extra cost to the consultant, and collect on any bond.

That remedy fits construction projects, where there is physical work to finish and a bond to draw on. It doesn't fit a software subscription, which has no work to complete and no bond. Staff replaced it with language entitling the City to a prorated refund of prepaid fees for the rest of the term if PlanetBids defaults. Why this is not a concern: The City gets a practical remedy that fits the service, and the agreement keeps all of the City's other rights and remedies.

3. Retention of Funds (Section 6): This section, which allows the City to withhold payments to cover disputed amounts or third-party claims, is deleted. Why this is not a concern: Because fees are paid in advance, there are no future payments to withhold.

4. Records (Section 14): The requirement to maintain specifications, drawings, and progress reports is removed. Why this is not a concern: PlanetBids produces no such documents under this agreement. Financial records must still be kept on a recognized accounting basis, made available to the City during working hours, and retained for three years after final payment.

5. Indemnification (Section 15): Under the template, only the consultant protects the City from claims. PlanetBids asked to make this mutual: each party would cover claims caused by its own 2 City Council
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negligence or misconduct. Why this is not a concern: The City's only role is posting its own bids and using the platform, so the City's share of the risk is small and limited to its own actions.

PlanetBids still covers claims caused by its own actions.

6. Insurance (Section 17): PlanetBids asked to remove or adjust several insurance provisions that apply to consultants who work on-site, drive for City business, or carry self-insured or claimsmade policies. None of these apply to PlanetBids. The City will still be named as an additional insured on PlanetBids' general liability policy, and that coverage will be primary. Why this is not a concern: The coverages that matter most for a software provider stay at the template's levels:
commercial general liability of $2,000,000 per occurrence and $4,000,000 aggregate, and cyber liability of $2,000,000.

7. Assignment (Section 21): PlanetBids requested the right to transfer the agreement without City consent in the event of a sale of all or substantially all of its equity or assets. Staff accepted this request subject to City-drafted conditions: PlanetBids must give the City 30 days' advance written notice of any transfer, and the City may terminate without penalty within 30 days if it reasonably determines the acquiring entity cannot perform or is objectionable for documented cause. Why this is not a concern: The City retains the ability to exit the agreement if an acquisition affects service, while PlanetBids retains the flexibility common to software companies undergoing ownership changes.

CONCLUSION
The requested changes adapt the City's template to the nature of a prepaid, remotely delivered software subscription. None of them reduce the City's core protections: the City retains its termination rights, a refund remedy for default, indemnification for PlanetBids' own conduct, and appropriate general liability and cyber insurance. Overall, the proposed agreement provides the City with strong protections. Staff therefore recommends that City Council approve the agreement and the requested template modifications and authorize the City Manager to execute the agreement.

ATTACHMENTS

1. Consulting Services Agreement with PlanetBids, LLC - CLEAN

2. Consulting Services Agreement with PlanetBids, LLC – REDLINE 3 CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered into as of January 11, 2026 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and PlanetBids, LLC, Delaware Limited Liability Company (“CONSULTANT”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONSULTANT to provide support services specifically described in Exhibit A.

B. CONSULTANT represents that it is qualified to perform those services.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONSULTANT
CONSULTANT will provide the services listed in the Scope of Services attached as Exhibit A. CONSULTANT warrants that all work and services set forth in the Proposal will be performed in a competent, professional and satisfactory manner.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through January 10, 2031.

3. COMPENSATION
A. CONSULTANT’s Fee.

For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule attached as Exhibit B, provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $160,262 (“Agreement Sum”), plus a 10% contingency of $16,026 unless otherwise first approved in writing by CITY.

B. Schedule of Payment.

Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid the fees described in Paragraph 3.A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.
4 ATTACHMENT 1
2 4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, upon sixty (60) days notice, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONSULTANT will:
a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. In case of termination for CITY’s convenience, CITY shall not be entitled to reimbursement as all fees are paid by CITY up front.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. . In the event this Agreement is terminated for cause by the default of CONSULTANT, CITY shall be entitled to a prorated refund of any prepaid fees covering the unused portion of the then-current agreement term, calculated from the effective date of termination through the end of the period for which fees were prepaid. All other rights and remedies available to CITY under this Agreement or applicable law shall remain in full force and effect.

3. Termination for cause will not affect or terminate any of the rights of CITY as against CONSULTANT then existing, or that may
thereafter accrue because of the default, including but not limited to the right to a prorated refund of prepaid fees as set forth in Paragraph 4.B.2 above; this provision is in addition to all other rights and remedies available to CITY under law.

C. Termination for Breach of Law.
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In the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT’s responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of that cause for failure to perform.

6. 7. CITY REPRESENTATIVE
Joseph Pham is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.

8. CONSULTANT REPRESENTATIVE(S)
The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:
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David DiGiacomo

9. INDEPENDENT CONTRACTOR
CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as otherwise set forth in this Agreement. CONSULTANT’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONSULTANT’s agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT’s agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT’s failure to comply with CONSULTANT’s duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT’s obligations under the Affordable Care Act relating to CONSULTANT’s agents and employees.

10. BUSINESS LICENSE
CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. If the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.

Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT’s risk until written instructions are received from CITY. 7 5

13. CARE OF WORK
CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY’s own negligence.

14. CONSULTANT’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of CONSULTANT’s time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. All such records will be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment.

15. INDEMNIFICATION
Each party will indemnify, defend, and hold harmless the other party, their officers, agents, employees from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence.

The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of indemnifying party, its officers, employees, agents, or vendors.

16. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.

17. INSURANCE
A. CONSULTANT must maintain for the duration of the Agreement, at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:

1. 2. Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
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3. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONSULTANT in contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

B. The insurance provided by CONSULTANT will be primary and noncontributory.

C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the general liability policies.

D. CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT.

F. CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

G. Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
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b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

18. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

19. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
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1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

6. Addresses for purpose of giving notice are as follows:

CONSULTANT: PlanetBids, LLC
200 E Granada Blvd #303
Ormond Beach, FL 32176
Email: [email protected]
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by 11 9
either CITY or CONSULTANT without the prior written consent of the other, provided CONSULTANT may transfer this Agreement without consent of CITY in connection with the sale or transfer of all or substantially all of its equity or assets, subject to the following conditions: (i) CONSULTANT shall provide CITY with written notice of such transfer no later than thirty (30) days prior to the effective date of the transfer; and (ii) CITY shall have the right to terminate this Agreement without penalty within thirty (30) days of receiving such notice if CITY reasonably determines that the acquiring entity is unable to perform the obligations of this Agreement or is otherwise objectionable for documented cause. In the event CITY does not exercise its right to terminate within said thirty (30) day period, CITY shall be deemed to have consented to the transfer.

22. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construction that might otherwise apply. To the extent that the terms of the Scope of Services or the Compensation Schedule are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

24. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.

25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

26. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

27. COMPLIANCE WITH STATUTES AND REGULATIONS
CONSULTANT will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the first 12 10
party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

29. ATTORNEY’S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONSULTANT’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound.

32. PUBLIC RECORDS ACT
Any documents submitted by the CONSULTANT; all information obtained in connection with the CITY’s right to audit and inspect the CONSULTANT’s documents, books, and accounting records pursuant to paragraph 14 CONSULTANT’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Request for Proposals (RFP) used in the solicitation process for this Contract become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”.

The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONSULTANT agrees to defend and indemnify the CITY from 13 11
all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

CITY OF TORRANCE,
a municipal corporation
_______________________________
Aram Chaparyan, City Manager
PlanetBids, LLC
A Delaware Limited Liability Company
By:________________________________
David DiGiacomo
Chief Executive Officer
APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney
By: ____________________________

Attachments: Exhibit A Scope of Services
Exhibit B Compensation Schedule
Exhibit C Information Security Requirements of Third-Party Service Provider
Rev. 0424
14 EXHIBIT "A"

STATEMENT OF WORK

FOR SETUP, IMPLEMENTATION AND TRAINING

1. Customer System Configuration:

Services available to Customer shall be utilized by the Finance Department and shall include:

A. Access for up to either one (1) or eight (8) full licensed users of Customer to the following module(s) of the PlanetBids “PB System™”, allocated as follows:
i. Vendor Management and Bid Management modules (8 Licenses) ii. Advanced eBidding for Public Works add-on module to Bid Management (8 Licenses)
iii. Project Evaluation Management module (1 License)
B. Access for up to one (1) or seven (7) licensed users of Customer to the following module(s) of the PlanetBids “PB System™”:
(i) Read-Only (7 Licenses)
(ii) City Clerk (1 License)
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 Monday through Friday, excluding statutory holidays (see Help Desk definition below)
• Account Management – PlanetBids will provide a dedicated Account Manager for postsales 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 eBidding 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
15 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

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 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 Services by Customer, online training will be scheduled and performed.

B. System implementation and administration
PlanetBids will enter and configure Customer requirements into Services for each licensed user access for Customer for only the 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 Marketing team, 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.
l. Services users and vendor support for the duration of the Agreement.

5. 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 .
16 To ensure prompt assistance for licensed users of Customer's Services, PlanetBids requires the Customer to designate at least one, preferably two 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 1" 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.

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.
17 18
EXHIBIT "B"

FEES AND PAYMENTS
a. Support Fees. Customer agrees to pay PlanetBids a total of $30,186.10 for the first year. The fee(s) for Year 1 and each of the following years are payable in advance within 30 days of the first day of each such annual Service term year:

1. Setup Fee. Customer agrees to pay a setup fee of $0.00 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 $30,186.10 for first year of this Agreement. A (3%) percent fee increase applies upon renewal per year during the duration of the Agreement.

3. Binding Term. Customer acknowledges and agrees that this Agreement constitutes a binding full and complete term financial commitment for the Services provided by PlanetBids. While Customer may remit payment on an annual basis, Customer’s payment obligation is for the full agreed term. This Agreement is non-cancelable and non-refundable, except as otherwise provided herein. In the event of unauthorized early termination or non-payment, PlanetBids reserves the right to accelerate and declare the full remaining balance immediately due and payable.

Table (A)
a. 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, 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 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.

PBSystem MODULES
Quantity
Up to SETUP
Year 1
2026-2027
Year 2
2027-2028
Year 3
2028-2029
Year 4
2029-2030
Year 5
2030-2031
Vendor Management & Bid Management 8 - 18,814.02$ 19,378.44$ 19,959.79$ 20,558.59$ 21,175.35$ Advanced eBidding 8 - 5,017.08 5,167.59 5,322.62 5,482.30 5,646.77 Project Evaluation Management 1 - 2,500.00 2,575.00 2,652.25 2,731.82 2,813.77 Read-Only 7 - 3,605.00 3,713.15 3,824.54 3,939.28 4,057.46 Additonal Insured 1 - 250.00 257.50 265.23 273.18 281.38 TOTAL 30,186.10$ 31,091.68$ 32,024.43$ 32,985.17$ 33,974.72$ 19 City of Torrance
Information Security Requirements of Third-Party Service Provider

1.0 OVERVIEW
The purpose of this document is to define information security requirements of ThirdParty Service Provider who will access data and information on behalf of the City. Thirdparty Service Provider refers to any entity that is undertaking an outsourced activity on behalf of the City or is performing system administrator duties on their offsite system that contains City data. Third-party Service Providers may include Contractors, Subcontractors, Consultants, and City partners etc.

This document is incorporated in the Agreement between the City and the Third-Party Service Provider.

2.0 DEFINITIONS
Confidential Data - Information whose unauthorized disclosure or modification could result in significant fines, penalties, regulatory action, or civil or criminal violations.

Examples include but are not limited to Protected Health Information (PHI), Personally Identifiable Information (PII), credit card data, police records, legal and risk management records, financial information, large collections of special information with sensitivity to privacy, resident records, security camera recordings.

Protected Health Information (PHI) – Protected health information includes all individually identifiable health information, such as demographic data, medical histories, test results, insurance information, and other information used to identify a patient or provide healthcare services or healthcare coverage.

Personal Identifiable Information (PII) – Any representation of information that permits the identity of an individual to whom the information applies to be reasonably inferred by either direct or indirect means.

Security Breach - Unauthorized acquisition of computerized data that compromises the security, confidentiality or integrity of personal information maintained on it.

Third-Party Service Provider - Contractors, Subcontractors, Consultants, and City Partners etc.

3.0 ACKNOWLEGEMENT
20 Third-Party Service Provider acknowledges that its contract/purchase order with the City may allow the Third-Party Service Provider access to or possession of City’s Confidential Data including, but not limited to, personal information, employee records, citizens records, health care information, or financial information. This data may be transferred in various forms, notwithstanding the manner in which or from whom it is received by Third-Party Service Provider subject to state laws that restrict the use and disclosure of such information. Third-Party Service Provider represents and warrants that it will keep City’s Confidential Data secure both during the term and after the termination of the Agreement.

4.0 INFORMATION SECURITY PLAN
Third-Party Service Provider is required to comply with information security standards for the protection of data and information required by law, regulation, and regulatory guidance.

Within 30 days of the effective date of the agreement and subject to the review and approval of the City, Third-Party Service Provider shall establish, implement, and maintain an information security plan ("Information Security Plan").

Third-Party Service Provider's Information Security Plan shall be designed to; • Ensure the security, integrity and confidentiality of the City’s data, • Protect against any anticipated threats or hazards to the security or integrity of such information,
• Protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the person that is the subject of such information,
• Protect against unauthorized changes to or use of City’s data, and • Comply with all applicable legal and regulatory requirements for data protection, • Include business continuity and disaster recovery plans.

Third-Party Service Provider agrees that it will protect City Confidential Data according to published information security policy and standards and no less rigorously than it protects its own confidential information but in no case less than reasonable care.

Third-Party Service Provider shall develop, implement, maintain, and use appropriate administrative, technical, and physical security measures, which may include but not be limited to encryption techniques, to preserve the confidentiality, integrity, and availability of all such Confidential Data.
21 In addition, Third-Party Service Provider represents and warrants that in performing the Services, it will comply with all applicable privacy and data protection laws and regulations based on the type of data and information it is handling on behalf of the City.

Applicable law and regulations may include but not limited to; • California Civil Code (Sections 1798.29, 1798.82, 1798.84, 1798.85), • The Health Insurance Portability and Accountability Act of 1996 (HIPAA), • Payment Card Industry Data Security Standard (PCI DSS), • Americans with Disabilities Act of 1990.

Failure by Third-Party Service Provider to comply with any provision of this Section shall constitute a default as defined in the Agreement.

5.0 ACCESIBILITY REQUIREMENTS
If Third-Party Service Provider is presenting any information to the public thru website content and/or mobile application, all content must be presented in compliance with the most current standards of the Web Content Accessibility Guidelines published by the World Wide Web Consortium (W3C) and/or required by Title II of the Americans with Disabilities Act.

6.0 INCIDENT RESPONSE PLAN

6.1 Notification of Security Incident
Third-Party Service Provider shall report, in writing, to the City any actual or suspected use or disclosure of City Confidential Data not authorized by this Agreement or authorized in writing by the City, including any reasonable belief that an unauthorized individual has accessed City Confidential Data. This report shall be made to the Agreement’s primary contact and the City's designated information security officer. It shall include details relating to any known or suspected security breach of Third-Party Service Provider's system or facilities which contain City Confidential Data or any other breach of Confidential Data relating
to this Agreement. This report shall be made not later than within seventy-two (72) hours after suspected or confirmed, if the information was, or is reasonably believed to have been, acquired by an unauthorized person.

6.2 Notification Contents
Third-Party Service Provider's report shall identify:
22 • The nature of the actual or suspected unauthorized use or disclosure, • The time and date of incident,
• A description of City's data used or disclosed,
• Who made the unauthorized use or received the unauthorized disclosure, • What Third-Party Service Provider has done or shall do to mitigate any harmful effect of the unauthorized use or disclosure, and • The corrective action Third-Party Service Provider has taken or shall take to prevent future similar unauthorized use or disclosure.
• Other information as requested by the City.
• Third-Party Service Provider shall provide any other information, including a written report, as reasonably requested by the City.

6.3 Notification to Parties
Third-Party Service Provider agrees to fully cooperate with the City with the preparation and transmittal of any notice, which the City may deem appropriate or required by law, to be sent to affected parties regarding the known or suspected security breach, and to be financially responsible for any such notice resulting from Third-Party Service Provider's, its Representatives, Affiliates, or Sub Third-Party Service Providers acts or omissions with regard to the data security requirements of this Agreement. Third-Party Service Provider shall take appropriate remedial action with respect to the integrity of its security systems and processes.

7.0 AUDIT REQUIREMENTS
A Third-Party Service Provider, with access to City’s confidential data, shall conduct risk assessment and/or audit of its use of City’s confidential data at least annually. The Third-Party Service Provider shall provide the City with copies of its latest information security risk assessments and/or audit results upon request. The requirements of this section can be fulfilled by the Third-Party Service Provider providing a System and Organizational Controls (SOC) report as promulgated by the American Institute of Certificate Public Accountants (AICPA).

If the Third Party Service Provider is in progress of implementing SOC readiness, the provider must provide in its second year of the contract term with the City and annually moving forward. In lieu of the SOC report, Third-Party Service Provider may, if available and subject to strict confidentiality, provide results of annual penetration testing and documented evidence of remediation, if determined necessary by Provider, for all findings noted."
If any assessment and/or audit discloses material variances from the performance requirements set forth in this Agreement or a breach by Third-Party Service Provider of the provisions of this Agreement, Third-Party Service Provider shall notify the City. The 23 Third-Party Service Provider agrees to give the City the right to perform audits to verify compliance to any part of this Agreement.

8.0 TERMINATION OR EXPIRATION OF AGREEMENT
Upon the termination or expiration of this Agreement, or at any time upon the request of the City, Third-Party Service Provider and its Sub Third-Party Service Providers shall return all City data (and all copies and derivative works thereof made by or for ThirdParty Service Provider) back to the City or transfer to a third party as instructed by the City. Further, Third-Party Service Provider and all Sub Third-Party Service Providers shall delete or erase such data, copies and derivative works thereof, from their computer systems.

The City shall have the right to require Third-Party Service Provider to verify, that all City data has been returned, deleted or erased. Third-Party Service Provider agrees to use commercially reasonable efforts to cooperate with the City requests for verification. 24 1

CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered into as of January 11, 2026 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and PlanetBids, LLC, Delaware Limited Liability Company (“CONSULTANT”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONSULTANT to provide support services specifically described in Exhibit A.

B. CONSULTANT represents that it is qualified to perform those services.

AGREEMENT:

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through January 10, 2031.

3. COMPENSATION
A. CONSULTANT’s Fee.

B. Schedule of Payment.

Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid the fees described in Paragraph 3.A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.
25 ATTACHMENT 2
2 4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, upon sixty (60) days noticeat any time, terminate the Agreement for CITY’s convenience and without cause.

3. In case of termination for CITY’s convenience, CITY shall not be entitled to reimbursement as all fees are paid by CITY up front.

CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause.

2. In the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained by CITY, but the retention will not release CONSULTANT and its surety from liability for the default. Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services. In the event this Agreement is terminated for cause by the default of CONSULTANT, CITY shall 26 3
be entitled to a prorated refund of any prepaid fees covering the unused portion of the then-current agreement term, calculated from the effective date of termination through the end of the period for which fees were prepaid. All other rights and remedies available to CITY under this Agreement or applicable law shall remain in full force and effect.

3. Termination for cause will not affect or terminate any of the rights of terminating party CITY as against non-terminating party partyCONSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.Termination for cause will not affect or terminate any of the rights of CITY as against CONSULTANT then existing, or that may thereafter accrue because of the default, including but not limited to the right to a prorated refund of prepaid fees as set forth in Paragraph 4.B.2 above; this provision is in addition to all other rights and remedies available to CITY under law.

C. Termination for Breach of Law.

In the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT’s responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile 27 4
governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of that cause for failure to perform.

6. RETENTION OF FUNDS
CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT’s acts or omissions in performing or failing to perform CONSULTANT’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE
Joseph Pham is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.

David DiGiacomo

9. INDEPENDENT CONTRACTOR
CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as otherwise set forth in this Agreement. CONSULTANT’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONSULTANT’s agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and 28 5
employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT’s agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT’s failure to comply with CONSULTANT’s duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT’s obligations under the Affordable Care Act relating to CONSULTANT’s agents and employees.

10. BUSINESS LICENSE
CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

14. CONSULTANT’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of CONSULTANT’s time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All such records will 29 6
be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment.

15. INDEMNIFICATION
Each partyCONSULTANT will indemnify, defend, and hold harmless the other partyCITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively “City Affiliates”) from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of indemnifying partyCONSULTANT, its officers, employees, agents, subCONSULTANTs or vendors. CONSULTANT’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONSULTANT will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent.

CONSULTANT will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

17. INSURANCE
A. CONSULTANT and its subconsultants must maintain for the duration of the Agreement, at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:

1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
b. Primary Property Damage of at least $250,000 per occurrence; or c. Combined single limits of $1,000,000 per occurrence. 30 7

2. Commercial General Liability including coverage for premises, products and completed operations, independent
CONSULTANTs/vendors, personal injury and contractual
obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its employees, agents and subconsultants.

4.3. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONSULTANT in contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

B. The insurance provided by CONSULTANT will be primary and noncontributory.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
31 8
F. If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

G. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONSULTANT.

H.G. CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

I.H. Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

J. Self-insured retentions must be declared to and approved by the CITY.

The CITY may require the CONSULTANT to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.

18. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly 32 9
upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

3. Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on 33 10
receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

6. Addresses for purpose of giving notice are as follows:

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONSULTANT without the prior written consent of the other, provided CONSULTANT may transfer this Agreement without consent of CITY in connection with the sale or transfer of all or substantially all of its equity or assets,. subject to the following conditions: (i) CONSULTANT shall provide CITY with written notice of such transfer no later than thirty (30) days prior to the effective date of the transfer; and (ii) CITY shall have the right to terminate this Agreement without penalty within thirty (30) days of receiving such notice if CITY reasonably determines that the acquiring entity is unable to perform the obligations of this Agreement or is otherwise objectionable for documented cause. In the event CITY does not exercise its right to terminate within said thirty (30) day period, CITY shall be deemed to have consented to the transfer.

25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the first party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONSULTANT’S AUTHORITY TO EXECUTE
35 12
The persons executing this Agreement on behalf of CONSULTANT warrant that (i) CONSULTANT is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONSULTANT; (iii) by so executing this Agreement, CONSULTANT is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONSULTANT is bound.

In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONSULTANT agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

PATRICK Q. SULLIVAN
City Attorney
By: ____________________________

Attachments: Exhibit A Scope of Services
36 13
Exhibit B Compensation Schedule
Exhibit C Information Security Requirements of Third-Party Service Provider
Rev. 0424
37 13
38 39

Torrance City CouncilOctober 20, 2026

Torrance City Council
October 20, 2026