- 1 -
AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND STATION AUTOMATION, INC. (DBA PSTrax)
THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement”) is made between the City of Redondo Beach, a Chartered Municipal Corporation ("City") and Station Automation, Inc. (DBA PSTrax) , a Delaware Corporation (“Contractor" or “Consultant” or “PSTrax”).
The parties hereby agree as follows:
A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A”.
B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
C. Compensation. City agrees to pay Contractor for work performed in accordance with Exhibit "C”.
D. Insurance. Contractor shall comply with the insurance requirements set forth in Exhibit “D”.
* * * * *
GENERAL PROVISIONS
1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.
3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, - 2 -
Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor's own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.
Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.
5. Services. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C”, the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor.
6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:
- 3 -
Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the written authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Contractor shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Contractor and the City.
8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement.
Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession.
10. Business License. Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the - 4 -
project or services hereunder, immediately upon written notice to Contractor. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor's breach of this Agreement.
13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.
14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work - 5 -
hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees’ active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782(b). Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws.
18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement.
- 6 -
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.
Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.
19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion.
20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.
21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.
23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit "A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.
25. Time of Essence. Time is of the essence of this Agreement. - 7 -
26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.
33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law. - 8 -
34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
SIGNATURES FOLLOW ON NEXT PAGE
- 9 -
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 20th day of June, 2023.
CITY OF REDONDO BEACH STATION AUTOMATION, INC. (DBA PSTrax)
__ __ By: _______________________
William C. Brand, Mayor Name:_______________________
Title: _______________________
ATTEST: APPROVED:
__________________________ ____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
__ ____
Michael W. Webb, City Attorney
- 10 -
EXHIBIT "A"
PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES
CONTRACTOR’S DUTIES
City desires to obtain access to the hosted "software as a service" modules to automate its operations and PSTrax shall provide the hosted "software as a service" modules to City.
The PSTrax system being provided to City by PSTrax consists of seven modules as detailed below. Additional modules may be added at any time. Each module has an annual software license fee and a one-time implementation fee that is based on the scope of work.
The Vehicle Module automates vehicle maintenance
checks and all tools and equipment carried on each
vehicle. Each apparatus can be customized based on
its checklists (daily/weekly/monthly/PMs) and
inventories, with unlimited check scheduling options -
any frequency. Track inventory transfers and
complete as-needed checks for fuel logs, PMs, and
post-call inventories. Easily manage your entire fleet
and update see the location of each vehicle and
make status updates for in-service, out-of-service, and reserve units.
The Station Module schedules building maintenance
inspections, chore schedules, safety inspections, specialty equipment inspections, and basic EMS and station supply checks. Each station, building, training facility, or
headquarters checklist can be customized based on its
individual desired inspections or checks,
(daily/weekly/monthly/quarterly, etc.), with unlimited check scheduling options - any frequency.
The SCBA Module tracks the full history for each piece of SCBA gear from purchase to retirement. Document any
type of event - inspections, hydrostat tests, flow tests, air fills, repairs, contaminant exposures, and more.
Convenient, easy to access reports can be pulled in real time, or pushed to you as requested. View expiration dates and maintenance costs for better forecasting and
justification for replacement as needed. Includes all SCBA inventories across your agency.
- 11 -
The PPE Module tracks the full history for each piece of PPE gear from purchase to retirement. Manage gear
assignments and document any type of event - routine
inspections, advanced inspections, cleanings, repairs,
contaminant exposures, and more. View expiration dates
and maintenance costs for better forecasting and
justification for replacement as needed. Includes all PPE inventories - including multiple sets and unassigned gear.
The Critical Asset Module tracks the full history for each critical, or high dollar asset from purchase to retirement.
Track grant-funded equipment, manage assignments and
document any type of event - inspections, testing, repairs, and more. Create custom events for anything you would
like to track, such as hydrant flow tests, annual hose
testing, and radio software updates. View expiration dates and maintenance costs for better forecasting and
justification for replacement as needed.
The Inventory Module provides visibility and tracking of all consumable supplies (EMS supplies, station supplies, and repair parts) across every location in your agency. Real time reporting on below par, expirations, and usage trends.
Save time and money with streamlined inventory processes that reduce stock issues, manage expiration dates, and
restock supplies that need refilled.
The Controlled Substance Module tracks every vial handoff for DEA Schedule II, III and IV controlled substances such as arriving/departing checks, usage events, restocks, and inventory checks. Track and document each vial by its
control number, lot number and expiration date. Electronic signature and dual authentication provide even more
secure verification.
1. 365 DAY MONEY BACK GUARANTEE. PSTrax shall provide City a 365 Day Money Back Guarantee to ensure its satisfaction with the system. At the purchase date of each module, City shall have 365 days to "trial" the module. If City is unsatisfied with the performance of the module, within the 30 days immediately following the 365 day period CITY may notify PSTrax to cancel the module. PSTrax shall provide a full refund of the module's first year annual software license fees and any one-time implementation fees paid to date. Any refunded monies shall be paid by PSTrax within 90 days. In order for City to be eligible for the 365 Day Money Back Guarantee it agrees to:
● Use commercially reasonable efforts to build, implement and "go-live" with the module.
- 12 -
● Have its crews use the module as part of their regular operations to consistently log and complete tasks for at least six (6) months of the 365 day period. ● Attempt to contact and work with PSTrax to resolve issues prior to notifying PSTrax to cancel the module(s).
2. LICENSED MODULES. PSTrax is a hosted "software as a service" that consists of several modules. This Agreement grants City a license to use one or more of the modules. CITY has selected the modules it wants to license above. City has the right to use the modules for the duration this Agreement remains in effect.
3. ADDITIONAL MODULES. City may license additional modules at any time by executing an amendment to this Agreement. If additional modules are licensed in the first year of this Agreement, PSTrax will honor any previous pricing that was provided.
4. USER LICENSES. PSTrax does not limit the numbers of users in the system.
City may add as many users as needed. Each user in the PSTrax system will have a unique login and password and role-based security access for each module.
5. SCOPE OF WORK. Pricing for each module is determined by the scope of work.
The scope of work is based on either the "number of active" stations, vehicles or managed locations. Active means items being actively managed in the system. Active does not include retired items. CITY'S initial scope of work is detailed in Exhibit A:
Modules & Pricing.
6. SCOPE OF WORK INCREASES & ANNUAL AUDIT. City is able to add stations, vehicles or managed locations into the system at any time throughout the year.
Before each anniversary date, PSTrax will perform an audit of City's system to compare the "number of active" stations, vehicles or managed locations to the initial scope of work detailed herein. Additional charges may apply if the "number of active" stations, vehicles or managed locations exceeds the initial scope of work. PSTrax shall notify City about any additional charges due to scope of work increases.
7. IMPLEMENTATION. PSTrax shall be responsible for managing the implementation of the modules licensed by City. This includes set up of the modules, organizing documents provided by City, configuring modules to City's requirements, importing City's data, admin training, and assisting with go-live. PSTrax will assign a Project Manager from its team to manage the implementation process and to ensure the project is completed in the agreed upon time period. City shall provide its existing documentation to PSTrax in a timely manner. City shall have the opportunity to review and approve the modules prior to go-live.
8. ONGOING CHANGES & SUPPORT. As part of City's annual software license fees, PSTrax shall provide unlimited ongoing changes and support to City including configuration, training, technical support and adjustments for the licensed modules. - 13 -
9. TRAVEL. PSTrax shall conduct all implementation, training and support meetings with City virtually using a video conferencing service. Travel is not anticipated and is not included in the pricing provided. Any travel requested by City shall be invoiced separately. PSTrax shall have City approve all travel requests in writing prior to purchasing.
10. CHANGES TO PLATFORM. PSTrax is a multi-tenant platform. PSTrax may, in its sole discretion, make any changes to the modules that it deems necessary or useful to maintain or enhance the quality or delivery of PSTrax's products or services to its customers, the competitive strength of, or market for, PSTrax's products or services, the modules' cost efficiency or performance, or to comply with applicable law.
11. DATA OWNERSHIP & RETENTION. City owns its data stored in PSTrax under all circumstances. City may export its data at any time using the front-end user interface. Upon request, PSTrax will provide City a copy of its data in digital format. City may request a copy of its data while this Agreement remains in effect, and up to 36 months after the termination of this Agreement. PSTrax shall retain City's data for at least 36 months after the termination of this Agreement, unless City requests otherwise.
12. HOSTING SERVICES. The PSTrax system is hosted by Rackspace Inc. – or a comparable top-tier hosting services provider – and uses commercially reasonable measures to maintain the security, stability and availability of the service. PSTrax and its hosting services provider shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, failure, outages, delay or interruption of service resulting from the hosting services. PSTrax shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
13. FORCE MAJEURE. PSTrax shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, pandemics, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
PSTrax shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
14. COMPLIANCE. City is responsible for ensuring that its checks and inspections being documented in PSTrax comply with local, state and federal regulations, including, without limitation, NFPA guidelines, Department of Transportation (DOT) guidelines, OSHA guidelines, DEA requirements, manufacturer recommendations, and the standard operating procedures (SOP) of the authority having jurisdiction (AHJ).
15. INTELLECTUAL PROPERTY. Except for rights expressly granted under this Agreement, nothing in this Agreement shall function to transfer any of either Party's intellectual property rights to the other Party, and Parties shall retain exclusive interest - 14 -
in and ownership of its intellectual property developed before this Agreement or developed outside the scope of this Agreement.
16. CONFIDENTIAL INFORMATION. The terms, provisions, and conditions of this Agreement and any software, materials, information, files, and documentation provided by one Party to the other Party in connection herewith shall be regarded as confidential and proprietary, and shall be treated and maintained as such. Parties shall not disclose any confidential or proprietary information received from the other Party in connection herewith without the prior written consent of the other Party, except as may be required by law and public records requirements.
- 15 -
EXHIBIT “B”
SCHEDULE FOR COMPLETION
Term. The term of this Agreement shall commence on June 20, 2023 and terminate on June 19, 2025 (“Initial Term”). This Agreement shall automatically be extended for an additional 1-year term (“Renewal Term”).
Prior to the end of the Initial Term (or any subsequent Renewal Term), either Party may notify the other Party upon 30 days prior written notice of its intent to terminate this Agreement or to adjust the modules originally purchased in Exhibit A. - 16 -
EXHIBIT “C”
COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.
A. Amount.
The PSTrax system consists of seven modules which are outlined below. Additional modules may be added at any time. Each module has an annual software license fee and a one-time implementation fee that is based on the scope of work.
Module Scope of Work Discount Price Total
Annual Software License Fees (includes software, hosting, support, training, ongoing changes) Vehicle - Heavy
Includes: 2 Ladder Trucks, 5
Engines (2 are reserve)
7 Heavy Vehicles $0.00 $200.00 $1,400.00
Vehicle - Support
Includes: 3 Rescue (1 is
Reserve), 1 Squad
4 Support Vehicles $0.00 $75.00 $300.00
Station
Includes:
0 Stations /
Buildings
$0.00 $200.00 $0.00
SCBA
Includes:
3 Stations /
Buildings
$0.00 $250.00 $750.00
PPE
Includes:
3 Stations /
Buildings
$0.00 $250.00 $750.00
- 17 -
Critical Asset
Includes:
3 Stations /
Buildings
$0.00 $250.00 $750.00
Inventory
Includes:
3 Stations /
Buildings
$0.00 $350.00 $1,050.00
Controlled Substance
Includes:
4 Managed
Containers
$0.00 $200.00 $800.00
Single Sign On
Connect PSTrax as a Service
Provider to your Identity
Provider (ex. Active Directory,
AuthO)
0 SSO Users $0.00 $10.00 $0.00
First Arriving Integration
Includes:
0 Stations $0.00 $50.00 $0.00
$5,800.00
One-Time Implementation Fees (includes project management, data import, configuration, training, rollout) Vehicle - Heavy 7 Heavy Vehicles -$700.00 $200.00 $700.00 Vehicle - Support 4 Support Vehicles -$150.00 $75.00 $150.00 Station 0 Stations /
Buildings
$0.00 $200.00 $0.00
- 18 -
SCBA 3 Stations /
Buildings
-$375.00 $250.00 $375.00
PPE 3 Stations /
Buildings
-$375.00 $250.00 $375.00
Critical Asset 3 Stations /
Buildings
-$375.00 $250.00 $375.00
Inventory 3 Stations /
Buildings
-$525.00 $350.00 $525.00
Controlled Substance 4 Managed
Containers
-$400.00 $200.00 $400.00
$2,900.00
Additionally:
Years 2+ Estimated Annual License Fee (Each Year)
* Estimate is NOT inclusive of any amortized one-time
implementation fees or pricing adjustments resulting from the agreement terms.
$5,800
Modules & Pricing shall be "locked in" for the duration of the Initial Term. After the Initial Term, should a change to the pricing terms be necessary, PSTrax shall notify City at least 60 days prior to any changes occurring Not-to-Exceed amount of $5,800 for each year of service for the modules and a onetime implementation fee of $2,900 for the first year.
B. Method and Schedule of Payment. Annual software license fees and one-time implementation fees shall be invoiced at the time this Agreement is mutually executed by the Parties. The annual software license fees shall be paid within 45 days of execution of this Agreement. The one-time implementation fees shall be amortized/spread into equal annual parts over the Initial Term of two years.
The annual software license fees, shall be invoiced at least 30 days prior to the anniversary of the execution date of the Initial Term.
- 19 -
C. Notices: Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Contractor:
Station Automation, Inc. (DBA PSTrax)
5837 S. Gallup St., Suite 140
Littleton, CO 80120
City:
City of Redondo Beach Fire Department
401 S Broadway St
Redondo Beach, CA 90277
Attn: Division Chief
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. - 20 -
EXHIBIT “D”
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
- 21 -
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
- 22 -
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.