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HomeMy WebLinkAboutStation Automation, Inc. dba PSTrax, a Delaware Corporation (PSTrax) - 2025-04-01 (2) tTEST :1 ; fir , . _ ! i „,..,,$A0 ..ij rd: t, 111 Purpose-built software for checklists and inventory , t management. , , � , t &hMuii At `_r.` �` 400141 !,' ) SCI iEDULE Id P A" t'"' ', Checks that lire currently duePSTRAX PROPOSAL FOR Controlled Substances � / Perform Controlled Substances Check I 1 PPE flans duo i. PPE Merl, Huntington Beat Fire FIRE Engine 1 t 82626 Actions oer\Department ��•••"• Justin Fleming, Battalion Chief ? wt �: 27 t P 't i VehkJn SCPA chcck9 AS901 checks Inventory 2000 Main Street 4 4 checks Gh.si. Huntington Beach CA 92648 EOukDEO 1909 h i Medic 11#17 Actbns 18 i i 1 6 V' �e 1'. a..,_ Ascot checks lnseniory checks Prepared By: Scott Bergeron PS ) 1RAX Station Automation, Inc.(DBA PSTrax) April 1,2025 M LES OVE I E The PSTrax system consists of seven modules. Simply select the modules your agency would like to start with. You may add additional modules at any time. The Vehicle Module automates vehicle maintenance checks and all tools and equipment carried on each vehicle. Each VEHICLES apparatus can be customized based on its checklists t ,.. (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, 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 STATIONS 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- SCBA 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. PS >>TRAX Page 1 of 13 ''• ' The PPE Module tracks the full history for each piece of PPE gear from purchase to retirement. Manage gear assignments and PPE 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 CRITICAL equipment, manage assignments and document any type of event- ASSETS 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 Lupplies Module provides visibility and tracking of all consumable supplies (EMS supplies, station supplies, and repair INVENTORY parts) across every location in your agency. Real time reporting on below par, expirations, and usage trends. Save time and money '-1' ' �;�� � with streamlined inventory processes that reduce stock issues, manage expiration dates, and restock supplies that need refilled. .1.° The Controlled Substance Moduletracks every vial handoff for DEA � Schedule II, Ill and IV controlled substances such as CONTROLLED arriving/departing checks, usage events, restocks, and inventory SUBSTANCE checks. Track and document each vial by its control number, lot titi number and expiration date. Electronic signature and dual authentication provide even more secure verification. PS >>TRAX Page 3 of 13 EXHIIITA: PRICING The PSTrax system consists of seven modules. You may add additional modules 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. Pricing is valid for 90 days. Please contact your PSTrax Representative for adjustments to the modules priced below. Module Scope of Work Price Total Annual Software License Fees (includes software hosting support training,ongoing changes) Vehicle 0 Vehicles $225.00 $0.00 Includes: Station 0 Stations/Buildings $250.00 $0.00 Includes: SCBA 0 Stations/Buildings $350.00 $0.00 Includes: PPE 0 Stations/Buildings $350.00 $0.00 'Includes: Critical Asset 0 Stations/Buildings $350.00 $0.00 Includes: Supplies 0 Stations/Buildings $450.00 $0.00 Includes: Controlled Substance 28 Managed Containers $157.50 $4,410.00 Includes:HE41,HE42,HE43,I-IE44,HE45, HE46,HE47,HE48,HET241,HET242,HET247J HET342,HET41,HET42,HET44,HET45, IHET46,uCapit 110, uCapit 112,uCapit 114, ;uCapit 116-CS BOX D,uCapit Locker 116-05 Box M,uCapit 120, uCapit 124, uCapit 130, uCapit 134, uCapit Locker Master-132, uCapit Locker Master-136 Single Sign On 0 SSO Users $10.00 $0.00 Connect PSTrax as a Service Provider to your Identity Provider(ex.Active Directory.Auth() First Arriving Integration 0 Stations/Buildings $50.00 $0.00. Includes: PS 1>>TRAX Page 4 of 13 $4,410.00 One-Time Implementation Fees (includes project management,data import,configuration,training,rollout) Vehicle 0 Vehicles $70.00 $0.00 Station 0 Stations/Buildings $75.00 $0.00 SCBA 0 Stations/Buildings $70.00 $0.00 PPE 0 Stations/Buildings $70.00 $0.00 Critical Asset 0 Stations/Buildings $70.00 $0.00 Supplies 0 Stations/Buildings $90.00 $0.00 Controlled Substance 0 Managed Containers $50.00 $0.00 $0.00 Total Annual (USD): $4,410.00 *Annual Fees Total does NOT include any amortized one-time implementation fees or pricing adjustments resulting from the agreement terms such as annual CPI adjustments or scope of work increases. **Stations/Buildings is the pricing metric to determine agency size. Other Special Instructions:This is a 3 year agreement with the option to renew for 2 additional years. PS >>TRAX EXHIBIT B: FINANCING TERMS Initial Term The Initial Term "locks in" the general pricing in Exhibit A: Modules & Pricing. During the time period selected, pricing adjustments will only occur because of Section 8 - Scope of Work Increases &Annual Audit and Section 9 -Annual Increase in the terms below. Select the Initial Term of the Agreement: Choose 1 to 5 years: 3 years Annual Software License Fees Check a payment preference for the Annual Software License Fees: Q Pay the entire Annual Software License Fees now. Q Prorate the Annual Software License Fees to sync up with this date: D Other instructions (optional): This is for your May renewal, which PSTrax will invoice on April 5, 2025 for $4,410. PS 1>>TRAX F' +iJc (, MASTER AGREEMENT (RENEWAL This Master Agreement(this"Agreement") is entered into by and between Station Automation, Inc. dba PSTrax, a Delaware corporation ("PSTrax")with a place of business at 5837 S. Gallup St., Suite 140, Littleton, CO 80120, and Huntington Beach Fire Department("CLIENT"). PSTrax and CLIENT are sometimes referred to jointly as the"Parties" or singularly as a "Party." WHEREAS, CLIENT desires to obtain access to the hosted "software as a service" modules with respect to automate its operations; and PSTrax wishes to provide the hosted "software as a service" modules to CLIENT, each on the terms and conditions set forth in this Agreement. Any • changes to this Agreement shall be mutually agreed upon by the Parties. NOW, THEREFORE in consideration of the mutual terms and promises set forth herein, the Parties agree as follows: 1. INITIAL TERM. The Initial Term of this Agreement shall be the number of years selected by CLIENT in Exhibit B: Financing Terms.The start date of the Initial Term shall be the date this Agreement is mutually executed by the Parties. 2. TERMINATION NOTICE. CLIENT shall be committed to the entirety of the Initial Term and shall be responsible for the fees of all the licensed modules originally purchased in Exhibit A: Modules & Pricing.At the end of the Initial Term (or any subsequent Renewal Term). either Party May notify the other Party_upon 30 days written notice of its intent to terminate this Agreement or to make adjustments to the modules originally purchased in Exhibit A: Modules & Pricing. 3. AUTO RENEWAL. Upon the expiration of the Initial Term (or any subsequent Renewal Term), and provided neither Party has given Termination Notice, this Agreement shall be automatically renewed for one (1)year Renewal Term at the current per-unit pricing plus any applicable annual price increases(see Section 9 -Annual Increase). This will allow CLIENT to continue using its license(s)without any service interruption.The terms, conditions, and provisions set forth in this Agreement shall remain in effect for the Renewal Term(s). 4. LICENSED MODULES. PSTrax is a hosted "software as a service"that consists of several modules. This Agreement grants CLIENT a license to use one or more of the modules. CLIENT PS It>>TRAX has selected the modules it wants to license in Exhibit A: Modules & Pricing. CLIENT has the right to use the modules for the duration this Agreement remains in effect. 5. ADDITIONAL MODULES. CLIENT 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. 6. USER LICENSES. PSTrax does not limit the numbers of users in the system. CLIENT 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. 7. SCOPE OF WORK. Pricing for each module is determined by the scope of worlThe 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. CLIENT'S initial scope of work is detailed in Exhibit A: Modules & Pricing. 8. SCOPE OF WORK INCREASES &ANNUAL AUDIT. CLIENT 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 CLIENT'S system to compare the "number of active" stations, vehicles or managed locations to the initial scope of work detailed in Exhibit A: Modules & Pricing. Additional charges may apply if the "number of active" stations, vehicles or managed locations exceeds the initial scope of work. PSTrax shall notify CLIENT about any additional charges due to scope of work increases. 9. ANNUAL INCREASE. Software license fees may be subject to an annual price increase to account for additional system functionality, cost of business, and inflation. Except for Section 3 - Auto Renewal and Section 8 -Scope of Work Increases, the annual increase to the per-unit pricing will not exceed five percent annually. 10. PAYMENT. PSTrax shall send invoices to the contact provided by CLIENT in the Invoicing section below. Payment terms for all invoices shall be Net-45 days. Annual software license fees and one-time implementation fees shall be invoiced at the time this Agreement is mutually executed by the Parties and according to the preferences selected by CLIENT in Exhibit B: Financing Terms. Each year thereafter, the annual software license fees, and any amortized/spread one-time implementation fees, shall be invoiced at least 30 days prior to the anniversary date. PSTrax may suspend CLIENT'S license(s) in the event of payment delinquency. PS WTRAX In the event this Agreement is terminated, any outstanding unpaid fees shall be due including any amortized/spread one-time implementation fees. 11. IMPLEMENTATION. PSTrax shall be responsible for managing the implementation of the modules licensed by CLIENT. This includes set up of the modules, organizing documents provided by CLIENT, configuring modules to CLIENT'S requirements, importing CLIENT'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. CLIENT shall provide its existing documentation to PSTrax in a timely manner. CLIENT shall have the opportunity to review and approve the modules prior to go-live. 12. ONGOING CHANGES & SUPPORT. As part of CLIENT'S annual software license fees, PSTrax shall provide unlimited ongoing changes and support to CLIENT including configuration, training, technical support and adjustments for the licensed modules. 13. TRAVEL. PSTrax shall conduct all implementation, training and support meetings with CLIENT virtually using a video conferencing service. Travel is not anticipated and is not included in the pricing provided.Any travel requested by CLIENT shall be invoiced separately. PSTrax shall have CLIENT approve all travel requests in writing prior to purchasing. 14. 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. 15. DATA OWNERSHIP & RETENTION. CLIENT owns its data stored in PSTrax under all circumstances. CLIENT may export its data at any time using the front-end user interface. Upon request, PSTrax will provide CLIENT a copy of its data in digital format. CLIENT 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 CLIENT'S data for at least 36 months after the termination of this Agreement, unless CLIENT requests otherwise. 16. HOSTING SERVICES. The PSTrax system is hosted by Amazon Web Services - 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 PS »TRAX 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. 17. 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. 18. COMPLIANCE. CLIENT 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). 19. 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 in and ownership of its intellectual property developed before this Agreement or developed outside the scope of this Agreement. 20. 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. 21. USE OF NAME. CLIENT agrees that PSTrax may identify it as a customer and use CLIENT'S logo in its promotional materials for the purpose of identifying a business relationship only. CLIENT may request that PSTrax stop doing so by submitting an email to marketing@pstrax.com at any time. Customer acknowledges that it may take PSTrax up to 30 days to process such request. PS P>>TRAX 22. DISPUTE RESOLUTION. The Parties agree to attempt to resolve any disputes amicably by mutual discussion. If the dispute cannot be resolved by mutual discussion, the Parties shall participate in mediation to attempt to resolve the dispute before conducting litigation. 23. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 24. LIMITATION OF LIABILITY. In no event shall PSTrax's liability arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability exceed in the aggregate the total annual software license fees paid by CLIENT during the three (3) months immediately preceding the date of the event giving rise to the claim. 25. SEVERABILITY. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement shall be severable and remain in effect. 26. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire Agreement and understanding of the Parties relating to the subject matter contained herein. Neither party shall be bound by any representation other than as expressly stated in this Agreement, or by a written amendment to this Agreement signed by authorized representatives of the Parties. 27. ELECTRONIC SIGNATURES. The Parties may execute this Agreement, including any amendments, by electronic means, including the use of electronic signatures.This Agreement may be signed and delivered in two or more counterparts, all of which when so signed shall have the full force and effect of an original. INVOICING Please provide the best billing contact information for your agency. This should be the person/department that is responsible for receiving and processing invoices. Name: F P A P PS »TRAX • Title: manalynicen -1- atd'e Email: -f d a 12 ciA rf c i h6. ori Phone: (11 if) 1 I I Address: Q.006 M a( h St• 1 -14- n h15"hpy1 C�a ch, CA ct 26 )( b ACCEPTANCE By signing below, CLIENT and PSTrax agree to the pricing, terms, and conditions of this Agreement. Each Party certifies that its signer is an authorized signatory. Huntington Beach Fire Department Station Automation, Inc, (dba PSTrax) Signature: Signature: {sue Name: Er. G M c Co ( Name: Scott Bergeron e CTitle: Fir I e f Title: President Email: t MCC 0 9 e r-FC�-F j-tI 6.0l� 0-1q) t� ) Email: scott@pstrax.com Phone: 5 �6-S I 1 Phone: 888-330-6006 I, Date: LI ' B '21 Date: April 1, 2025 APPROVED AS TOK.FORM Receiv and F:1173 P �By: " -'sS" Affille- 0”,‘ MICHAEL J.VIGLIOTTA PS r>>>TRAX CITY ATTORNEY CityClerk -S fl Z CITY OF HUNTINGTON BEACH ',::+ge 12 of 13 If signed electronically, a copy of the executed Agreement will be automatically emailed to the Parties. If printed and signed with pen, please email ALL PAGES of this Agreement to sales@pstrax.com. PS 10>TRAX Page 13 of 13 al Outlook PS Trax Contract Renewal From Fleming,Justin <JFleming@surfcity-hb.org> Date Tue 4/1/2025 11:45 AM To To, Bonnie <Bonnie.To@surfcity-hb.org>;James, Mindy <Mindy.James@surfcity-hb.org> Bonnie and Mindy- Our contract for PS Trax,which is our EMS controlled substance tracking platform,is up for renewal. Last year we paid$3700 for the service. I needed to increase the number of controlled substance containers in our inventory due to our EMS services,so there is an increase in cost for the 2025 renewal,which would now be$4410 for the year.This is a 3 year agreement,which would allow a maximum of a 5%increase each year.We also have two 1-year renewal options at the end for the same 5%,so it could be a total of 5 years. I negotiated this deal and it under market value and a great price for a consistent and necessary product. I would like to go forward with the agreement if you can advise?This is the same language as our previous agreement,just different terms. See the link below to the proposal. Thanks, I rive Justin Fleming ,„k q`. Division Chief-Operations N `' ' "<< Fire Department 11N4 Office:(714)536-5564 Cell:(714)458-5005 ,lieminq@surfcity-hb.org Lj 0 0 CITY OF HUNTINGTON BEACH 2000 Main Street,Huntington Beach,CA 92648 From:Jolene Laughlin<jolene@pstrax.com> Sent:Tuesday,April 1,2025 11:37 AM To:Fleming,Justin<1Fleming@surfcity-hb.org> Cc:Liz Castle<liz.castle@pstrax.com>;Scott Bergeron<scott@pstrax.com>;Melissa Vonde<melissa@pstrax.com> Subject: Re:Confirming Counts for Huntington Beach FD Justin, I have made the requested changes! Link to Revised Renewal Proposal Thanks! Jolene.