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Home My WebLink AboutStation Automation, Inc. - 2019-04-30 Amendment to Master Agreement— Critical Assets This Amendment, effective as of 10/2712021, amends and supplements the original Master Agreement executed on April30 , 2019 by and between Station Automation, Inc. (DBA PSTrax)and Huntington Beach Fire Dept("CLIENT*). Background: CLIENT is currently using one or more PSTrax module(s)for Its operations checks and asset management. CLIENT would like to purchase additional module(s)to use. Now therefore,the parties hereto, intending to be legally bound hereby,agree as follows: 1. Terms: All terms and conditions of the original Master Agreement will continue to be in effect. 2. Additional Modules: Licenses to use the following module(s)will be added. ANNUAL LICENSE FEE ONE-TIME IMPLEMENTATION FEE SELECTED MODULE DETAILS Wpaa aomvua r Sft pndudaa wqw mnupamaAk MODULES wppod,v.swa o,gdn0 Juno..) dau hcp°ti conlqunibn, - tNNno.nawnl .. a 0 Heavy Vehicles NIA ❑ .VEOICLE',:�-.. N/A • •r ; 0 Support Vehicles STATION'' eaaad on w„� N/A N/A ❑ 0 Stations SCBA Baa°d°n p°npvAN N/A N/A ❑ 0 Stations 6asW on q.%ry MN PPE 0 N/A NA El CRITICAL E 2D00 Annual E 2000 One-Time lor ASSET a Slatlons °f�a°iG1�n1p^f°d O°0f b°" Baud w aGa�a.Y MN INVENTORY 0 Stations NIA N/A ❑ CONTROLLED 0 Managed Containers N/A N/A ❑ SUBSTANCE Mdvual ADD-ONS N/A N/A ❑ $2000 $2000 TOTAL(ALL MODULES PRICED) One•Tlme(USD) Annual(USD) « marc�aa ov.r�m� 3. Annual License Fees: Annual license fees shall be paid according to the selection made by Huntington Beach Fire Dept below. NJ Prorate annual license fees to sync with the renewal date of the module(s) already purchased in the original Master Agreement(most popular—consolidates all purchased items Into one annual renewal invoice) ❑ Do not prorate annual license fees (does not consolidate all purchased Items, will have separate annual renewal invoices) ❑ Other special instructions: 4. Implementation Fees: One-time implementation fees shall be paid according to the selection made by Huntington Beach Fire Dept below. VPay implementation fees in the first year Amortize/spread implementation fees according to the instructions below. In the event the Master Agreement expires or is cancelled, any outstanding unpaid implementation fees shall be due. Comments/Amortization Instructions. By signing below, CLIENT agrees to the pricing, terms and conditions of this Amendment and certifies that the signer is an authorized purchaser for CLIENT. When complete, please send all pages of this Agreement to PSTrax by emailing to salesapstrax.com. Huntington Beach Fire Dept Station Automation, Inc. (DBA PSTrax) Authorized Purchaser Signature: Signature: Print Name: Soott M Habede Print Name: Scott Bergeron Title: Fire Chief Title: President Email: swe habede@s Tfcity-hb.org Email scotjQostrax com Phone: n a-s3a-s401 Phone: 303-916-3169 Date: Date: 10272021 Receive and File Invoicing Contact Information Colleen Coffey Name: City Clerk Aocounl Technician Title'. VEo AS To FortM FDAP@suAclry-hb.org Email: BY: MICHAEL E- GA - 714-375-5096 Cm ATToitNEy Phone: CITY of HtWnp4 Tf1N BEACH Invoice Mailing Address: 2000 Main Street,Huntington Beach,CA 92648 ® py�/ /� pyp 5837 S.Gallup St.,Suite 140 1 ��Y QA 4i®19C Littleton,CO 00120 6006 f'mvmod by SIUUon Automation inlo®pseox.cam Pricing Proposal for Huntington Beach Fire Deparment 3/28/2019 Huntington Beach Fire Deparment Chief David McBride 2000 Main St, Huntington Beach,CA, 92648 PSTrax is an automated system for operatlonal management and Inspection system custom built for Huntington Beach Fire Deparment. The system has six modules—Vehicle, PPE, SCBA, Station, Narcotics,Assets—that may be purchased independently or bundled together. The software license fee Is based on a pre-set term from one(1)to five (5)years.The setup fee can be split up over the term of the Agreement and Includes PSTrax custom building the system to the all- Inclusive specs of Huntington Beach Fire Deparment. I. - -SCOPE OF WORK SOFTWARE LICENSE�FEE SETUP FEE VEHICLE:IMODULE'. Manage vehicle Inspections{Including 0 Heavy Apparatus equipment A Inventories)on apperalus,.medlce, E 0 ANNUAL E 0 ONE-rIME ' support units,vehkde-assigned:SCBA,.[add at/' O Support Vehicles hose/pump testing;and more. SCBA MODULE .SCOPE OF WORK', SOFTWARE LICENSE FEE SETUP:FEE Track the full history dhd movemanror SCBA. -from manufacture to rallrementf Log,Inspocllons, 0 Packs&0 Bottles E 0 ANNl14 E 0 ONE-TIME expbe0ona,repairs,hydro lesiing,end more.• 6COPE'OF WORK, �, SOFTWARE LICENSE FEE BETUP.FEE, 1PPENODULE _�. _ k! Tm w h ck Oill history of all PPEgear from +mehulacluro to relfremen1 Log.Ipapeo0ons r 0 Crew E 0 ANNUAL E 0 ONE TIME f p%plrations cleaning repairs end more H Inctudas ell multiple and Onesslgned gear , I -��COPE OFWORK? !`SOFIARE_,LICENSEIFEE SETUP FEE, f 'STATIONIMODULE Document stalloni. . -, suppIt' epeclelly. t'equipmenl,EMS Invanlodgs;,Eullding l 0 stations E 0 ANNUAL E 0 oNemME ,t mainlofiance endimore i v •• ---T• r,-s---- I,----•�•+. •-'^c vr..+^sz-^ r -r,-+r r-r•.-- --.+rrl r r�SCOPE OF WORK`,--. -soFfWAR6116ENSE FEE-r f rSETUP'.FEE:- r-I 7 .NARCOT,ICSpMODULIE 9 Track hood offe.usage oxpiraltan;etaotronlo signature and Inventory levelslior;all me0aged. 27 Locations E2,700 ANNUAL E1,350 ONE-ME J.-. n rcolicaiocellons CRITICAL ASSETiS,MODUL'E SCOPE - I SOFTWARE LICENSE FEE; 9ETUPFEE . -----= (( "Trick the full history and movement of aasete Warm manufacture 16 raliretnenl nsp Log Iscllons;I D Stations E 0 u+HUAL E 0 orm•nME oxplraikns'repaka,;gmnt oqulprnont and more.i -SOFFTWARE LICENSE FEE SETUP FEE'TOTAL (ALLMODULESIPRICED)I - $ 2,7OOANNUAL � 1,35O ONE-TIME 1, ., Ns.cunsr,cp N.s.cunmryl Station Automatibn Pricing Proposal a AWeemont I Huntington Beach Do Deparment I v,��y gp�./ayy N�/ ^/� �/pqq 5837 S.Gallup St..Sulle 140 �� I PSTr Y/►oUJom Littleton.C000006 BBB-330-8006 I'Mvgrod by Station Aulwnallon Info®Pslrex.com Agreement Terms This Is a legal contract. Please carefully read all terms and conditions before signing. Any changes to this Agreement must be mutually agreed to by both parties prior to signing. Upon both parties mutually executing this Agreement, Station Automation,Inc. and Huntington Beach Fire Deparment hereby agree as follows: 1. Initial Term: The Initial term of this agreement shall be a based on a rive year term. The agreement starts on the scheduled build meeting date. 2. Setup Fees: Each module of the PSTrax system has a setup fee. The setup fee in this agreement(select one). (will be collected in the first year. ( J will be split-up Into equal annual parts over the entire term of the agreement. ( J will be split-up Into equal annual parts over the first years of the agreement. ( Other Special Instructions 3. 90-Day Refund Policy: If Huntington Beach Fire Deparment Is not satisfied with the PSTrax system for any reason within the Initial 90-days from the date this Agreement is mutually executed by both parties,all monies, minus setup fees, shall be refunded within 10 business days. 4. Cancellatlon: After the Initial 90-day period, Huntington Beach Fire Deparment shall be committed to the entirely of the term of the agreement, based on the terms of this agreement. However, Huntington Beach Fire Deparment may cancel this Agreement by notifying Station Automation, Inc.in writing, at least 30 days prior to the end of the initial term. 5. Auto Renewal: At the end of the Initial term,if Huntington Beach Fire Deparment has not cancelled,the Agreement shall automatically renew at the same term as this Agreement. 6. Scope of Work: Station Automation, Inc. is responsible for the Initial setup and ongoing maintenance of all purchased modules as Indicated on the Pricing Proposal (page 1)of this Agreement. This Includes the Import of all vehicle, equipment, and Inventory Inspections provided by Huntington Beach Fire Deparment Into PSTrax, as well as any ongoing adjustments to these Inspections upon request. The scope of work Is based on"active counts" which means no additional fees will be charged to setup and load new Item when they are replacing a retired item. The only time additional fees may apply Is when new Items are setup and loaded, but no Items are retired. 7. Setup& Build: Huntington Beach Fire Deparment shall be assigned a Project Manager,whose responsibility Is to gather Huntington Beach Fire Deparment's Inspections, discuss specifics related to Its checks,and set a timeframe for launch. It Is the responsibility of Huntington Beach Fire Deparment to provide the Project Manager all existing documentation for each Inspection it wishes to Include. Huntington Beach Fire Deparment shall have the opportunity to approve the system prior to launch. 8. Ongoing Maintenance &Support: All training, technical support, and adjustments to the purchased modules as indicated on the Pricing Proposal (page 1)are Included in the annual software license fee. No additional fees for support/servlce shall be charged during the term of this Agreement, unless the scope of work Increases. Station Aulomatbn Pdcing Propaval&Agraamenl I HunMglon Beech Fka Deparment 6837 S.GaINp St.,Svlle 140 r r PS'f rax com Littleton,CO 00120 ®i WW//ar•Y YYY011 880-390-60o6 i'meamrl by gfnpnn Avlemnllon Info®pstras.com 9. Travel: All builds,tralnings, and roll outs are typically done through virtual meetings. However, any travel required are excluded In the pricing provided in the Pricing Proposal(page 1), and shall be billed separately to Huntington Beach Flre Deparment. Should travel be necessary, PSTrax shall have all travel requests approved in writing by Huntington Beach Fire Deparment. 10. Compliance: It is the responsibility of Huntington Beach Fire Deparment to ensure that all checks and Inspections provided to Station Automation, Inc.comply with local and federal regulations, including but not limited to: NFPA guidelines, Department of Transportation (DOT)guidelines,manufacturer specifications, and the standard operating procedures (SOP)of the authority having Jurisdiction(AHJ). Station Automation Inc is not responsible for onsuring that the Inspections Huntington Beach Fire I)ee meet provides adhere to local or federal regulations. 11. Adding additional modules through the year: Client may add modules at any time through the first year at the same price and setup fees as the last proposal price quoted(if applicable). All modules added can be synced up with existing modules on the anniversary renewal Invoice so only one Invoice would be issued(client preference). 12. Annual Increases: Annual software license fees maybe subject to annual Increases. Compared to the previous year's rate, annual Increases shall not be more than five(5)percent or the Consumer Price Index published by the Bureau of Labor Statistics,whichever Is lower. Any term over three(3)years will lock In pricing without annual increases. I 13. Change Requests: Any additions or changes to the scope of work not Included In the Pricing Proposal(page 1) may be subject to additional charges If they are outside of The Initial modules)selected. All changes within the modules selected are at no additional charge. 14. Billing Terms: Payment terns for all Invoices from PSTrax. First year annual software license fees and one-time setup fees shall be shall be NetA5 days, and will be Invoiced at the time the Agreement Is mutually executed by both parties. On the anniversary date,the annual software license fees, and any amortized one-time setup fees, shall be invoiced 30.60 days prior to the anniversary date. I 15. User Licenses: Station Automation, Inc.does not charge a per-user license fee; Huntington Beach Fire Deparment may add as many users as necessary In the system at no additional cost. Each user In the PSTrax system shall have a unique login and password and role-based security access for each Module(Administrator or User). It is the responsibility of Huntington Beach Fire Deparment to provide this Information for each user they would like added Into the system. 16. Data Storage&Protection: All data input into PSTrax is owned by Huntington Beach Fire Deparment under all circumstances,even If Huntington Beach Fire Deparment were to cancel this Agreement. Huntington Beach Fire Deparment may retrieve a copy of Its logs In digital format at any time during the term of this Agreement for no fee, by contacting Station Automation, Inc. Huntington Beach Fire Deparment may also retrieve a copy of Its logs for up to 24 months after cancellation of this Agreement,by contacting Station Automation, Inc. 17. Security &Service Interruption: The PSTrax system Is hosted in Rackspace.com's Cloud Environment—or e comparable top-Tier cloud provider—and uses commercially reasonable measures to maintain the security and stability of the service. Station Automation, Inc. assumes no responsibility for the effectiveness of these measures. Interruption of service Is possible in any network. Huntington Beach Fire Deparment hereby acknowledges and agrees that Station Automation, Inc.and Its service providers are NOT liable for any delays, outages,or Interruptions of the service. Further, Station Automation, Inc.shall not be liable for any delay or fallure to perform its obligations under this Agreement, resulting from any occurrence beyond Its reasonable control (includng, but not limited to,fire, flood, power outage, Internet outage, acts of God, mechanical, electrical, communications, or third-party supplier failure). Burger,Autom tlan Pricing Proposal a Agreamert I Hungnoen Beach Fire Deparmenl i 5837 S.Gallup St.,Suite 140 r r / STralt/e/eom LIIUoIon,C080120 t PD a9 I /i lul Yon 80&3rax.c 8 Igrorod W a^m7kn Aulaan!!on Yllo@pslrox.com 18. Limitation of Liability: Circumstances may arise In which Huntington Beach Fire Deparment Is entitled to recover damages from Station Automation, Inc. In such Instance,the aggregate liability of Station Automation, Inc.for damages shall be limited to the prorated portion of the annual software license fees paid to Station Automation, Inc. by Huntington Beach Fire Deparment for the three-month period Immediately preceding the date on which such claim occurred. By signing below, Huntington Beach Fire Deparment agrees to the terms and conditions of this Agreement and the Pricing Proposal (page 1), and certify that the signer is an authorized purchaser for Huntington Beach Fire Deparment. When complete, please send all pages of this contract to Station Automation, either by scanning/emalling to i Info@pslrax.com or faxing to 303.972-3494. Huntington Beach Fire/Deparment Station Automation,Inc. Print Name: / �7/_ L Print Name: mit Bergeron Signature: Signature: Position: — G' Position: PrasWent Date: 4/30/2019 Dale: 3/28/2019 Invoice Contact: Janet Lockhart I Invoice Contact Email: Lockhart .surfcity-hb.org Invoice Contact Phone: 714-536-5568 APP IOVED AS TO FO D1 Invoice Address: 2000 Main Street, Huntington Beach, CA 92648 av: ' ICHAEu S.RAT S CITY ATTORNEY ` CITY OF HUNTa:GTON BEACH I i Receive and He I City Clerk I I I Station Autamallon Pricing Proposal 8 AgrcomeN I HunUnglon Beach Fire Depatmerd 1