HomeMy WebLinkAboutStation Automation Inc dba PSTrax; 2024-11-21;1 of 16
PS TRAX MASTER AGREEMENT
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 City of Carlsbad, California, a municipal corporation
(“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 by executing an
amendment to the Agreement.
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 for one (1) year. The
City Manager may amend the Agreement to extend it for four (4) additional one (1) year terms
or parts thereof (“Renewal Term”). Extensions will be based upon a satisfactory review of
PSTrax's performance, City needs, and appropriation of funds by the City Council. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement. The start date of the Initial Term shall be November 19, 2024.
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
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
2 of 16
Exhibit A: Modules & Pricing unless termination is due to PSTrax’s breach of this Agreement, in
which case CLIENT will pay cost of services satisfactorily delivered up to the time of termination
and PSTrax will refund any unused prorated prepaid fees.
CLIENT may terminate this Agreement for convenience at any time after a discussion, and
written notice to the other party. For clarity, license fees paid for the then current Agreement
year are non-refundable.
3. AUTO RENEWAL. There will be no auto renewal of the Agreement.
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
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 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.
CLIENT'S initial scope of work is detailed in Exhibit B: Modules & Pricing.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
3 of 16
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 and the Parties will execute an amendment
to reflect the change in scope of work.
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 (5) percent compared to the previous year’s per-unit pricing unless
otherwise specified in this Agreement. CLIENT shall receive written notice of any price increase
at least 45 days prior to the commencement of any applicable Renewal Term. For clarity, PSTrax
may issue a price increase a maximum of once per year commencing on the first Renewal
Term.
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. For clarity, this Agreement includes implementations services at no additional
cost to upgrade the vehicles module of the application. 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)
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
4 of 16
in the event of payment delinquency. In the event this Agreement is terminated, any
outstanding unpaid fees shall be due including any amortized/spread one-time implementation
fees unless due to PSTrax’s breach.
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.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
5 of 16
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 36 months after the
termination of this Agreement, unless CLIENT requests otherwise. Thereafter, PSTrax will
destroy all CLIENT data in its possession or control and will certify in writing as to its destruction
upon CLIENT’s request.
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
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, and CLIENT will not be liable for
its payment obligations until PSTrax resumes performance.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
6 of 16
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. INDEMNIFICATION. PSTrax shall indemnify, defend, and hold harmless CLIENT and its
officers, elected and appointed officials, employees and volunteers from and against any and all
Third Party claims and causes of action, as well as related losses, liabilities, judgments, awards,
settlements, damages, expenses and costs (including reasonable attorney’s fees and related
court costs and expenses) (collectively, “Damages”) incurred or suffered by CLIENT which
directly relate to or directly arise out of the violation or infringement of any third-party
intellectual property rights by CLIENT’s authorized use of the software.
Infringement Cures. Should the software or any part thereof become, or in PSTrax’s reasonable
opinion be likely to become, the subject of a claim for infringement of a third party intellectual
property right, then PSTrax shall, at its sole option and expense: (i) procure for CLIENT the right
to use and access the infringing or potentially infringing item(s) of the software (“Affected
Software”) free of any liability for infringement; or (ii) replace or modify the Affected Software
with a non-infringing substitute otherwise materially complying with the functionality of the
replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
7 of 16
to use and access the Affected Software and refund any prorated unused prepaid fees.
However, in the event PSTrax exercises option (iii), PSTrax shall provide CLIENT with 90 days of
use and access to the Affected Software and refund any prorated prepaid fees.
21. CONFIDENTIAL INFORMATION. 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 the California Public Records Act (California Government Code § 6250 et seq.),
California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.), or other
applicable law.
22. USE OF NAME. CLIENT agrees that PSTrax may identify it as a customer 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.
23. 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.
24. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of California regardless of conflict of laws principles. PSTrax agrees
and stipulates that the proper venue and jurisdiction for resolution of any disputes between the
parties arising out of this Agreement is the State Superior Court, San Diego County, California.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
8 of 16
25. LIMITATION OF LIABILITY. Except for PSTrax’s indemnification obligations, 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 twelve (12) months immediately preceding the date of the event
giving rise to the claim.
26. CITY OF CARLSBAD INSURANCE REQUIREMENTS. Exhibit “C” is hereby incorporated into
the Agreement.
27. 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.
28. 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.
29. 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.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
9 of 16
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: Brent Gerber
Title: Senior Management Analyst
Email: Brent.Gerber@carlsbadca.gov
Phone: 442.339.2450
Address: City of Carlsbad
Information Technology Department
1635 Faraday Avenue
Carlsbad, CA 92008
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
10 of 16
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.
City of Carlsbad, California, a municipal
corporation
Signature:
Name:
Title:
Email:
Phone:
Date:
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
Station Automation, Inc. (dba PSTrax)
Signature:
Name: Scott Bergeron
Title: President
Email: scott@pstrax.com
Phone: 888-330-6006
Date:
ATTEST:
SHERRY FREISINGER, City Clerk
By:
Senior Deputy City Clerk
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
11/21/2024
Maria.Callander@carlsbadca.gov
Maria Callander
Director of Information Technology
760 607 9170
11/21/2024
11 of 16
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. EXHIBIT A: 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: 1 year (4 optional one (1) year extensions)
Annual Software License Fees
Check a payment preference for the Annual Software License Fees:
X Pay the entire Annual Software License Fees now.
Prorate the Annual Software License Fees to sync up with this date:
Other instructions (optional):
One-Time Implementation Fees
Check a payment preference for the One-Time Implementation Fees: N/A
Pay the entire one-time implementation fees now.
Amortize/spread the implementation fees into equal annual parts over the Initial Term
selected above (if multi-year Initial Term is selected).
Other instructions (optional):
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
12 of 16
EXHIBIT B: PRICING & MODULES
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
Includes: Reserve Truck - Sta. 5, T107 //
B105, Brush 103, Brush 106, E105,
Engine 101, Engine 102, Engine 103,
Engine 104, Engine 106, Lifeguard 1073
- F1017, Lifeguard 1074 - F1069, OES
Brush, RA 101, RA 102, RA 103, RA 106,
RA 107, Reserve BC, Reserve Engine -
Sta. 2, Reserve Engine - Sta. 5, Reserve
RA - Sta 1, Reserve RA - Sta 2, Reserve
RA Ghost - Fleet, Reserve RA st 5,
TU103 Trench Trailer, U103 Chevy
Duramax, US104
25 N/C vehicles includes : Calderwood,
Chrissy, Davidson, Escape - Robinson,
Escape - Valdez, Explorer - Maldonado,
Lifeguard UTV, Lynds, Mobile
Command Unit, New Ambulance
(replacing F1037),
29 Vehicles $217.00 $6,293.00
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
13 of 16
New Ambulance (replacing F1038),
New Ambulance (replacing F1100),
New Lifeguard Tacoma(replacing
F1017), New Lightning (replacing F570),
New Maverick (replacing F257),
Niro - Cheung, Ordille, Pearson, pool
vehicle,
Pool Vehicle - Van, PWC1079 - F1094,
Salcedo, St 5 Utility F150, Stake-side
Utility, Training BC Tucker, UTV103
First Arriving Integration
Includes:
7 Stations / Buildings $50.00 $350.00
$6,643.00
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): $6,643.00
* Annual Fees Total does NOT include any 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: None
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
14 of 16
EXHIBIT C
CITY OF CARLSBAD
INSURANCE REQUIREMENTS
1.0 INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance
against claims for injuries to persons or damage to property which may arise out of or in connection with
performance of the services by Contractor or Contractor’s agents, representatives, employees or
subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business
in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-
:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with
a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the
National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the insurance
specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional
insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the
named insured shall also be available and applicable to the City as an additional insured.
1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence”
basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
1.1.2 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
15 of 16
1.1.3 Professional Liability. Errors and omissions liability appropriate to Contractor’s
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of
five years following the date of completion of the work.
1.1.4 Cyber Liability Insurance. At all times during the performance of work under this
Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will
carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000
per occurrence or claim, and $2,000,000 aggregate.
1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
1.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the
City.”
1.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and
will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to
the Notice provisions of this Agreement.
1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the
premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
16 of 16
for any payments made by City to obtain or maintain insurance and City may collect these payments from
Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
1.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
11/21/2024
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule (This agreement applies only to the extent that you per-form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers compensation premium
otherwise due on such remuneration.
SCHEDULE
Person or Organization Job Description IN FAVOR OF:
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective: Policy No: Endorsement No:
Insured:
Insurance Company: Countersigned by
WC 04 03 06
Copyright 1983 National Council on Compensation Insurance
Docusign Envelope ID: DBFF29F4-5586-4FB7-8CE1-40172F8FD194