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07/15/2023 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $1,00,000.00 and Under Station Automation, Inc. Contract 4 Effective Date: 7/15/2023 Expiration Date: 2/27/2024 Contract Purpose/Description: P Trax software service for automated management and reporting.of assets,, including, fire stations, apparatus/vehicles, personal protective equipment, inventory/supplies,; medicines and narcotics, through this cloud-based application.. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Zully Hemeyer 602'0 Fire Rescue/Strip#14 CC_11001 SC_00135 (14%) $1,924.63 CC_12001 SC_00135 ( 3%) $412.42 CC_11500 SC_00135 (67%) $9,210.71 CONTRACT COSTS CC_14000 SC_00135 ( 3%) $412.42 CC_12000 SC_00135 ( 5%) $687.37 CC_63100 SC_00135 (8%)$1,099.79 Total Dollar Value of Contract: $ 26,601 25 Current Year Portion: $ 13 747 33 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the Noud ameu:(ndd. Ta11. aaNw is Budgeted? YesFO— No Grant: $ County Match: $ Fund/Cost Center/Spend Cate o : ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES I®NO El CONTRACT REVIEW Reviewer Date In Department Head Signature: James K. Callahan Dig ital2023.7.10 6me4KCallahan Date:2023.07.10 16:3ti'.41-04'00' Christina Co Digitally signed by Christina Cory County Attorney Signature: Cory Date.2023.07.1016.46.56-04'00' Risk Management Signature: l ly Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date 2023 07 14 11 36 od-0400' John Quinn Digitally signed by John Quinn OMB Signature: Date 2023 07 17 0E4411-04.00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 MASTER AGREEMENTBE,rWEEN PSTRAX AND MONROE COUNTY This Agreenlent ("Agreement") is entered into on 15th (lay of July, 2023 ("Effective Date") by and between Station Automation, Inc. dba PSTrax, a Colorado corporation ("PSTrax")with a place of business at .5837 S. Gallup St., Suite 140, Littleton, CO 80120, and Monroe County("CLIENT" or "COUNTY"), apolitical subdivision ofthe State offlorida,whose address is I 100 Simonton Street, Key West, Florida 33040, PSTrax and CLIENT are sometimes referred to jointly as the "Parties" or Singularly as a "Party." WHEREAS, CLIENI'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 set-vice" modules to CLIENT", each on the terns and conditions set forth in this Agreement. Any changes to this Agreement shall be mutually agreed upon by the Parties. WHEREAS, on February 28, 2022, St. Johns County, Florida executed an agreement with Station Automation and through this Agreement, the CLIENT hereby piggybacks the"REP No: 22-33 Inventory Program with Narcotics Tracking System Master and Contract 422-MAS-STA-15664,," with Contract Amendments and Exhibits. NOW, THEREFORE, in consideration of the mutual terms and promises set forth hercin,the Parties agree as follows: 1. rERM.The term of this Agreement shall conirrience on the Effective Date above and terminate Pursuant to St. Johns County, Florida Master Contract #22-MAS-STA-15664 with Contract Amendments and Exhibits. This Agreement may be extended upon agreement of the parties and in accordance with the terrns of the St. Johns County Master Contract,subject to the same terms and conditions contained herein, or renewed in written by mutual consent of the parties, subject to agreed- upon terms and conditions and the availability of funds. While this Agreement may be renewed as stated in this Article, it is expressly noted that the County is under no obligation to extend this Agreement. It is further expressly understood that the option of extension is exercisable only by the County,and only upon the County's determination that PSTrax satisfactorily performed the Services noted in the Contract Documents, Should the County exercise its option to extend this agreement, all extensions shall be done in writing in the form of an Amendment to this Agreement, 2. PAYMENT. The fees that will be paid by the County are as shown in the attached pricing exhibit ("Exhibit A") and shall be contained in any future Invoice. The County is exempt from sales and use taxes. Payment will be inade according to the Florida Local Government Prompt Payment Act, Sections 2 18.70-218.80, Florida Statutes. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. PSTrax shall submit to the County an invoice with supporting documentation in a form acceptable to the Clerk. Invoices may be submitted upon completion of the services. Acceptability of the invoice to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as, may govern the Clerk's disbursal offitinds, Invoices shall be,sent to the County Fire Rescue who will review the documents and route them to appropriate County Stafff'or approval. Upon receiving all required approvals, the invoice(s) will be forwarded to time County Clerk's office for payment, a. ANNUAL SOFTWARE LICENSE FEES. Payrrient for the following Allocation of'Costs based on a start date of July 15, 2023 as shown on Exhibit A. b. ONE-TIME IMPLEMENTATION FEES. Pay the entire one-time ill1plenlCutatiOn fees, [low. 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): Ps,rrax shall send invoices to the contact provided by CLIENT. Payment ternis for all invoices shall be Net-45 days. Annual software license fees and one-linie implementation fees shall be invoiced at the time this Agreement is mutually executed by the Parties and according to the preferences selected by CLIENT above. 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. In the event this Agreement is terminated, any outstanding unpaid fees shall be due including any amortized/spread one-time implementation fees. 3. AMENDMENTS AND MODIFICATIONS. No arriendirlents or modifications of this Agreement .;hall be valid unless in writing and signed by each of the parties, L-1 The County reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by the Consultant of the County's notification of a contemplated change, the Consultant slial 1: (I) if requested by the County,provide an estimate for the increase or decrease in cost due to the contemplated change; (2)notify the County of any estimated change in the completion date; and (3) advise the County in writing if the contemplated change shall effect the Consultant's ability to meet the completion dates or schedules ofthis Agreement. Ifthe County instructs in writing,the Consultant shall suspend work on that portion of the project, pending the County's decision to proceed with the change. If the County elects to make the change, the County shall issue a Change Order for changes, or a contract change order, if the original contract is be changed or amended the Consultant shall not commence work on any ,such change until such written change order has been issued and signed by each of the parties. 4. 365 DAY MONEY BACK GUARANTEE. PSTrax shall provide CLIENT 365 Day Money Back Guarantee to CrISUre Its satisfaction with the system, At the purchase date of each module, CLIENT shall have 365 days to "trial" the module. If CLIENT is unsatisfied with the performance of:,the module, within the 30 days immediately following the 365 day period CLIENT may notify PSTrax to cancel the module. PSTrax shall provide a full refund of tile 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 9,0 days. In order I'm CLIENT 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. • Have its Crews use the inodule as pail 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). 5. TERMINATION NOTICE. With the exception of`section 2 -365 Day Money Back Guarantee, CLIENT shall be committed to the entirety of the Initial Term, At the end of the Initial Term (or-any subsequent Renewal Term), either Party may give the other Party written notice of its intent to terminate this Agreement by providing at least 30 days written notice. 6. NO'FICES. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned reccipt requested, to the following: To the County: Roman Gastesi, Monroe County Administrator 1100 Simonton Stret Key West, Florida 33040 And: Monroe County Attorney's Office I I 11 12"' Street, Suite 408 Key West, Florida 33040 And: Monroe County Fire Rescue Attn: Fire Chief 490 63"' Street Ocean Marathon, Florida 33050 For PSTrax: Scott Bergeron, President/CE0 PSTrax 5837 S. Gallup St., Suite 140 Littleton, CO 80 120 7. 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 niodules. 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. 8. ADDITIONAL MODULES. CLIENT may license additional modules at any time by executing all arnerldrrient to this Agreement, If additional modules are licensed in the First year of this Agreement, PSTrax will honor any previous pricing that was provided, 9. 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. 10. SCO: PE OF'WORK. Pricing for each module is detennined 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 iterns. CLIENT'S initial scope of work is detailed in Exhibit A: Modules & Pricing. 11. 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 rnanaged locations to the initial scope of work detailed in Exhibit A: Modules & Pricing, Additional charges may apply ifthe "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, 12. ANNUAL INFLATION INCREASE. Annual software license fees may be subject to annual increases to account for inflation. Compared to the previous year's rate, annual increases shall not be more than five(5), percent or the Consumer Price Index (CP1) percentage published by the Bureau of Labor Statistics, whichever is lower, 13. CHANGES 'TO PRICING TERMS. Occasionally PSTrax makes changes to its pricing terms. With the exception of Section 10 - Scope ofWork Increases & Annual Audit and Section I I - Annual Inflation Adjustments, the general pricing terms in Exhibit A; 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, PSI"'rax shall notify CLIENT at least 60 days prior to any changes occurring, 14. IMPLEMENTATION. PSTrax shall be responsible tor managing the implementation of the modules licensed by CLIENT. This includes set up of the modules, organizing dOCLIMentS 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 irianage the implementation process and to ensure the prc�jccl 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. 15. ONGOING CHANGES& SUPPORT. As part ofCLIENT"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. 16. TRAVEL.PSTrax shall conduct all implementation, training and Support meetings with CLIENT virtually rising 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. 17. CHANGESTO PLATFORM. PSTrax rax 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 PS'"Frax's products car 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. 18. DATA OWNERSFJIP& RETENTION. CLIENT owns its data stored in PSTrax Linder all circumstances. CLIENT may export its data at .any time using ng the front-end user interface. Lfpon 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 60 months after the termination of this Agreenient. PSTrax shall retain CLIENT'S data for at least 60 months after the termination of thins Agreement unless CLIENT requests otherwise. 19. 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 c irc uni stances,, 211< 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 ]incitation, pandemics, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,TILIClear or natural catastrophes or acts of God, and interruptions, loss or malfunction;;of utilities, Communications or compuler(software and hardware) services, or any other circumstances beyond that party's reasonable control. PSTrax shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances. 21. 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 recorntriendations, and the standard operating procedures (SOP)of the authority having jurisdiction (AIIJ). 22. INTELLECTUAL PROPERTY. Lxcept for rights expressly granted under this Agreernent, 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 arid ownership of its intellectual property developed before this Agreement or developed outside the scope of this Agreement. 23, CONFIDENTIA1, INFORMATION. The terms, provisions, arid conditions of this Agreement and any software, inatenals, information, files, arid 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, 24. USE OF NAME. PSTrax may not manufacture, use, display, or otherwise use any facsimile or reproduction of the County Sea]/t.ogo without express written approval Monroe County, Florida. 25. DISPUTE RESOLUTION. The Parties agree to attempt to resolve any disputes amicably by mutual discussion. The County shall not be obligated to arbitrate or permit any arbitration binding on the County under any of the Contract Documents or in connection with the project in any manner whatsoever. 26. GOVERNING LAW. This Agreement shall be governed by and constr-ued in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for tyre enforcement or interpretation o[this Agreement, County and PSTrax agree that venue shall lie in the 16"'Judicial Circuit, Monroe County, Florida, 27. INDEMNIFICATION, DEFEND, HOLD IIARMLESS. PSTrax does hereby consent and agree to indemnify, defend and hold harrifless the County, its Mayor, the Board of County('0111111issioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively, from all fines, suits, claims, demands, actions, costs,obligations, attorney's fees, or liability ofany kind arising out of the sole negligent actions of PSTrax or substantial and unnecessary delay caused by the willful nonperformance PSTrax and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its performance of this contract. The amount and type of insurance coverage requirements set forth hereunder shall in no way be construed as limiting the scope of indemnity set forth in this paragraph. Further PSTrax agrees to defend and pay all legal costs of the County for claims or acts attributable to the sole negligent act of PSTrax or any of PSTrax's employees or representatives. At all times and for all purposes hereunder, PSTrax is an independent PSTrax,and not an employee of the Board of County Commissioners, No statement contained in this agreement shall be construed so as to find PSTrax or any of his/her employees, PSTrax's servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent PSTrax PSTrax shall provide independent, professional Judgmient and comply with all federal, state, and local statutes, ordinances,rules and regulations applicable to the services to be provided. C, In no event shall PSTrax's excess liability above the insurance limits in Section 3 1- Insurance, 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 the County during the six (6) months immediately preceding the date of the event giving rise to the claim. 28. SEVERABILITY. If any provision of this Agreement is held in whole or in part to lie unenforceable for any reason, the remainder of that provision and of the entire Agreement shall be severable and remain in effect, 29. ATTESTATION& PSTrax agrees to execute such documents as the County may reasonably require, including, but not being limited to, a Public Entity Crime Staternent, an Ethics Statement and a Vendor Certification Regarding Scrutinized Companies, 30. FLORIDA PUBLIC' RECORDS LAW(FLORIDA STATUTE § 119.0701). PSTrax must comply with Florida public records laws, including but not linured to Chapter 119, Florida Statutes and Section 24 ofarticle I ol7the Constitution of Florida. The County and PSTrax shall allow and permit reasonable access to,, and inspection of. all documents, records, papers, letters or other"publicrecord" materials in its possession or under its control Subject to the provisions of Chapter 119, Florida Statutes,, and made or received by the County and PSTrax in CO]junction With this contract and related to contract performance. The County shall have the right to unilaterally cancel, this contract upon violation of this provision by PSTrax. Failure of PSTrax to abide by the terms of this provision shall he decrned a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of'all,, attorney's fees and costs associated with that proceeding, This provision shall survive any termination or expiration of the contract. PSTrax is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. PSTrax shall maintain all books, records, and docurnents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied, Each party to this Agreement and their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records and auditing purposes during the term of the Agreement and for five (5) years following the termination of this Agreement, ]fair auditor employed by the County or Clerk determines that monies, paid to PSTrax pursuant to this Agreement were spent for purposes not authorized by this Agreement,PSTrax shall repay the monies together with interested calculated Pursuant to Section 55.03 the Florida Statutes, running from the date the monies were paid to PSTrax, Pursuant to F.S. 119.0701, PSTrax and its subPSTraxs shall corriply with all public records laws of the State of Florida, including but not limited to: a, Keep and maintain public records required by Monroe County in order to perforrn the service, K Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes,Chapter 119 or as otherwise provided by law, c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if PSTrax does not transfer the records to the public agency. d. Upon completion of the: contract, transfer, at no cost, to Monroe County all public records in possession of PSTrax or keep and maintain public records,required by the public agency to perform the service, If PSTrax transfers all public records to the public agency upon completion of the contract, PSTrax shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, If PSTrax keeps and maintains,public records upon completion of the contract, PSTrax shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records,in a format that is compatible with the information technology systems of Monroe County. If PSTrax does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by PSTrax.A PSTrax who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable tinic may be subject to penalties under Section 1.19.10, Florida Statutes. PSTrax shall not transfer custody, release, after, destroy, or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law, IF PSTRAX HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PSTRAX'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, bradley-bria , nonroccount 4) c/o Monroe County Attorney's Office, 1111 12" St., Suite 408,Key West FL 33040. 31. INSURANCE. By the date of the execution of this agreement, PSTrax shall procure and maintain for the duration of this agreement,insurance against injuries to persons and damages to property which may arise out of,or in connection with, the performance of the agreement. PSTrax shall furnish evidence of Commercial General Liability and Cyber Liability, PSTrax shall obtain Pollution Occurrence Insurance if required in the Scope of Work. PSTrax shall add County to its policies as an additional insured and shall provide a certificate of insurance and policy endorsement as evidence of coverage. As a pre-requisite of the work governed, PSTrax shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract PSTrax will ensure that the insurance obtained will extend protection to all SubPSTraxs engaged by PSTrax. As an alternative, PSTrax may require all Subcontractors to obtain insurance consistent with the attached schedules'- however PSTrax is solely responsible to ensure that said insurance is obtained and shall submit proof of insurance to County. Failure to provide proof of insurance shall be grounds for termination of this Agreement, PSTrax will not be permitted to commence work governed by this contract until satisfactory evidence of the required inSUI-2nCe has been ful-niSlied to the County as specified below. Delays in the cornmencernent of work. resulting frorn the failure of(fie Contaclor to provide satisfactory evidence of' the required insurance,shall not extend deadlines specified in this contract and any penalties arid failure to perforin assessments shall be imposed as if the work conirrienced can the specified date arid little, except for PSTrax's failure to provide satisfactory cvidcnce. PSTrax shall maintain the required insurance throughout the entire term of this contract and any ,extension,.; specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension ofall work until the required insurance has been reinstated or replaced and/or termination of this Agreement and for damages to the County, Delays in the conipiction of work resulting from the failure of PSTrax to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall. be imposed as if the work had not been suspended, except for PSTrax's failure to maintain the required insurance. PSTrax shall provide, to the County, as satisfactory evidence of the required insurance, either (I) a Certificate of Insurance or(2) a certified copy of the actual insurance policy. Any cancelled non-renewal policy will be replaced with no gap in coverage and a current Certificate of Insurance will provided to the County, The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty(30) days prior notification is given to the County by the insurer. The acceptance andior approval of PSTraxs insurance shall not be construed as relieving PSTrax: froin any liability or obligation assumed under this contract or imposed by law. The Monroe COUnty Board of County Commissioners,its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation and Professional I-iability. Policies shall be written by companies licensed to do business in the State of Florida and having an agent for service of process in the State of Florida. All insurance companies shall havean A.M. Best rating of A-or better. The required insurance shall be maintained at all tintes while,PSTrax is providing service to County. The vendor is required to provide the following insurance coverage: Statutory Limitations Workers,' Compensation $1,000,000 per Occurrence General Liability $2,000,000 Aggregate Cyber Liability $1,000,000 per Occurrence Prior to or at tirne of execution of the agreement, the vendor shall provide a cer-tificate of insurance evidencing current coverage in this amount. Thereafter, the vendor shall provide updated certificates whenever the coverage is renewed. 32. Non discri mina tion/Equal Employment Opportunity The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent Jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as ap�plicable, relating to nondiscrimination, These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PT., 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis ofsex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps-, 4) The: Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination oil the basis of age; 5)Thc Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination oil the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of]970(PL 91616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records,- 8) Title VIII ofthe Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9,) The Americans with Disabilities Act of 1990 (42 USC §§ 12 10 1), as amended from time to time, relating to nondiscrimination in employment on the basis of"disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and I I) any other nondiscrimination provisions in any federal or state statLIteS which may apply to the parties to, or the subject matter of, thils Agreement. During the performance of this Agreement, the Contractor, in accordance with the Equal Employment Opportunity (30 Fed, Reg. 12319, 12935, 3 C.F R, Part, 1964-1965 Comp., p. 339) as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor), see 2 C,F,R, Part 200, Appendix 11, C, Agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity,or national origin, The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated equally during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recrUitinent advertising; layoff or termination-, rates of pay or other forms of compensation; and selection for training, including apprenticeship, The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause, 2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an ernployce, who has access to the compensation information of other employees or applicants as part of such employee's essential Job, functions, discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor,s legal duty to furnish information, 4) The Contractor will send to each labor union or representative of works with which it has a. collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under section 202 of Executive Order 11246 of' September 24, 2965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment, 5), The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,, regulations, and relevant orders of the Secretary of Labor. 6) The Contractor will furnish all information and reports required by Executive Order 11246 of`September 24, 2965, and by the rules, regulations, and orders of the Secretary of Labor,, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 7) In the event of the Contractors non-compliance with the nondiscri ill inati oil clauses of this contract or witli any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 19�65, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The Contractor will include the portion of the sentence immediately preceding paragraph 11,2(1), and the provision of paragraphs 11.2(1) through 11.2(7) In every subcontract or purchase order unless, exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 2965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action. with respect to any subcontract or purchase order as the administering agency nlay direct as a means of enforcing such provisions, including sanctions for non- coinpliance; provided,however, that it)the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as, a result of such direction by the administering agency the C,ontractor may request the United States to enter into such litigation to protect the interests of-tile United States. 33�. RIGHT TO AUDIT.A vailabilit.v ol'Records, 'File records ofthe parties to this Agreement relating to the Project,which shall include but not be limited to accounting records(hard copy,as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessftil bidders, bid recaps, bidding instructions, bidders list, etc), original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cawh and trade discounts earned, insurance rebates and dividends, any other Supporting evidence deemed necessary by County or the Monroe County Office of the Clerk Of Court and Comptroller(hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements,sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract docurnent(all foregoing hereinafter referred to as"Records"),shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as,but not limited to,counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations,, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors representatives. All records shall be kept for (en (10) years after Final Completion of"the Project. The County Clerk possesses the independent authority to conduct an audit of Records,assets,and activities relating to,this Project. if any auditor employed by tile Monroe County or County Clerk determines that monies, paid to Contractor pursuant to this Agreement were spent for purl)oscs not authorized by this Agreement or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant to Section 55,03, F.S., running form the date, the monies were paid to Contractor, Tile right to audit provisions survives the termination of expiration cif this Agreement. 34. ENERIFY. Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization Status of all new employees hire(] by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ,contract with or subcontract with an unauthorized alien, The Contractor shall comply with and be sub.ject to the provisions of Section 448,09,5, Florida Statutes. ACCEP,rANCE By signing below, CIAF.N-Fand PSTrax agree to the pricing, terms and conditions of this Agreement, CLIENT certifies that the signer is an authorized purchaser. Monroe County Board of Station Automation, Inc. (dba PSTrax) County Commissioners Signamte: Signature Name: - Roman Gastesi Name: Title: — County Administrator Title: Email: gastesi-roman@monroecounty-fl.gov Emait: Phone: 305-292-4442 Phone: .5 Dale: _July 17, 2023 Date: —7-11" .......................................................................................................................................... Approved as to foam and legal sufficiency Monroe Comity Attointys Office Ouistim Cory,Assistmit County Attcnney Date: 7.11.23 EXHIRI IAA FORM "A" SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ............... E'T"11[CS CLAUSE c'- (Company) warrants that fie/it has not employed, retained or otherwise had act on lus/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement Without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full arnount of any fee, commission, percentage, gift, or consideration paid to the fornier County officer or employee," ...... ............... nature porate Officer -7 ................ Date State of', 03 t�L K:-o. .......... .......... ............. County of` .......... Subscribed and sworn to (or affirmed before me, by mearis of Physical presence or Online notarization, on ....... .......... (date) -k.............. (name of affiant). Hc/Shc is personally know to me or has produced (type of identification) as identification. NOTARY PUBLIC ................. My Commission Expires: VAN DENBO 0GAAAD-, NOTARY PUBLIC STATE OF COLORADO NOTARY I D 2021403lrA7 My COMMISSION EXPIRES 08/10/2025 EXHIBITFORM "B" NON-COLLUSION AFFIDAVIT .................... ........... .................. ......-—---------............ of the city of 1­_'E�d�__..__..according to law on rny oath, and under penalty of'peKjury, depose and say that; rl a. I am _5 _)-r- 1­� of the firm of J, ei'll t)...... the Proposer ............... ....... making the Pro oral for the ect in 11he ReqUeSt for Proposals for: h - arid that I executed the said Proposal with full authority to do so; b. the prices in this Proposal have been arrived at independently without collusion, consultation, cornmuni cation or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; c. unless otherwise required by law, the prices which, have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to Proposal opening, directly or indirectly, to any other Proposer or to any cornpelitor; and d. no attempt has been made or will be made by the Proposer to induce any other person, partnership or coqioratiori it)submit, or not to submit, a Proposal for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. X' K, 11 ure o, cii orate Officer .................... ............ Date State of: County ot'. ———---------- ............. ..................... ...................... Subscribed and sworn to (or affirmed before rne, by means of X Physical presence ............... or Online notarization, on y (date) B e,C (name ofaffiant). ................. ........... .......... He/She is personally kno n to irre or has produced y^ t ......... ......... (type of identification) as identification. NOTARY PUBLIC NOTARY PUBLIC ............ STME OF'COLORAD NOTARY ID 20214031& u E Comi ssion xpires: . " ... ...... 27 Ing MM!§���8/10/2025 EXHIBIT FORM "C" DRUG, FREE WORKPLACE FORM ........................ ..............-.- — - -.1 .—............ The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: ............ (Narne ot'Business) 1.Publish a stateirrent notifying;employees that the unlawful manufacture, distribution, dispensing,possession,or use of controlled substance is prohibited in tile workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2.Inforni employees about the dangers of drug abuse In the workplace,the bus]TICSS'policy of maintaining a drug- free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and tile penalties that may be imposed upon employees for drug abuse violations, 3.Give each employee engaged in providing the commodities or contractual set-vices that are under bid a copy of the statement specified in subsection (1). 4.1n the statement specified in subsection (1), notify the employees that, as a condition of' working on the commodities or contractual services that are under bid, the employee will abide by tile terms of the Marement and will notify the employer of any conviction of, or plea of'guilty or, nolo contendere to, any violation of Chapter 893(Florida Statutes)or of any controlled substance law of the United States or any slate,for a violation occurring in the workplace no later than five(5) days after such conviction. 5.1tupose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. !,'Make a good faith effort to continue to maintain a drug-free workplace through implementation ofthis section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. ... ........... ................--............. Sig7p t of orp`- ate Officer ................................. .......... Date State of., rk)-..A� ro-J,0, ........................... ................................................ ...................... County of: a I �A .................................... Subscribed and sworn to (or affirmed before me, by means of Physical presence or Online notarization, on . .. (date) ........... 47L (name of affiant), He/She is personally known to me or has produced ——------- (type of identification) as identification, -VAi5t CHRISTINA NOTARY PUBLIC NOTARY PUBLIC STATEOF COLORADO ................................................ ............................................................ .................................................... P40TARY ID 20214031 7 MY'r M!,S�L �, XPI 6 "isslon Expires: ...........S-........... 2............. Exhibit A: Modules & Pricing i �� � 4eu tit � u lutaios uyiell �"� �aow �vWY+�^ eurrrurwwwo P r �ueu✓w�ru r dd�ruv r�uu✓u w z PSTRAX PROPOSAL F 0 R Perform 0ontro led Substances Check }uhth��uss° II6u1�I�lllillir�tin ��� 1��� d s-INeeded tl PPE items dine Cher Cherk PPE alerts Monroe County Fire Rescue ��111u�011084 I RL Colina, Deputy Fire Chief ® Engine 11 490 63rd St Ocean Ste 160 1, 27 101 3 1 Marathon, FL 33050 Vehicle SCCBAchecks Assetchocks Inventory T checks Gh0C8tS Fins-Needed MdNeeded As Nr edf-;W As-NeerScrc8 iuw,� �wau�rorr�ur�m�i���irr�rlu�i�d�irr�y��rm�rm�mii�lalrw�u��Nur�wt��;�,ru�uu�ruu� �W Mdd�le 11 1#117 Aa Von is 0 6 1 Vehicle i C A rtwc*,q Assel checks- Inventory Checks checks Prepared By: Dave Zachau Station Automation, Inc.(DBA PSTrax) *OUR* CHECKS. 07.10.23 OIrMllR' PRIORITY. IIIII IIIIIIIIII IIIIIIIIII III IIIIIIIIII 0IIIIIIIII IIIIIIIII II IIIIIIIII (III IIIIIIIII (IIIIIIIIII IIIIIIIIIII IIIIIIIIIII 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. 1XIIIII/ii' am The Ye„ i,c],e,Nod „Ne. automates vehicle maintenance checks and all tools and equipment carried on each vehicle. Each VEHICLES apparatus can be customized based on its checklists a� (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 .S ta IJon M,o dul .. schedules building maintenance inspections, chore schedules, safety inspections, specialty equipment STATIONS inspections, and basic EMS and station supply checks. Each station, p, 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 ModUll 1,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 BoLiwpulled 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. The ]:::).[::).EN N_ , „ „N .tracks the full history for each piece of PPE gear from purchase to retirement. Manage gear assignments and YOUR CHECKS. F 2 r 14 OUR PRIORITY. out document any type of event - routine inspections, advanced �� °` inspections, cleanings, repairs, contaminant exposures, and more. PPE View expiration dates and maintenance costs for better forecasting and justification for replacement as needed. Includes all PPE MEN .11,—"P "I'll inventories - including multiple sets and unassigned gear. 0 am The wtw, al Ascot _odul „tracks the full history for each critical, or ,11, 51CRITICAL I�ICAL high dollar asset from purchase to retirement. Track grant-funded equipment, manage assignments and document any type of event - ASSETS g„� q , 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 inv ,„Pto�y; ..' - .ply 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 with streamlined inventory processes that reduce stock issues, manage expiration dates, and restock supplies that need refilled. The Cori;,t oll , 5ubs;taric , e..tracks every vial handoff for IDEA Schedule II, III and IV controlled substances such as CONTROLLED SUBSTANCE arriving/departing checks, usage events, restocks, and inventory checks. Track and document each vial by its control number, lot r"'iii,M3111111"FlIfflul 111 number and expiration date. Electronic signature and dual authentication provide even more secure verification. YOUR CHECKS. r 14 OUR PRIORITY. IIIIIIIIII III IIIIII IIIII IIIIIIIIII III III Illlllln IIIIIIII ni IIIIII0 UIllllllnS II II G (IIIIIIIIII IIIII AIIIIII (III Illlllln Illllllln 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. The Fees below include: • Software License • Setup & Implementation (includes project management, data import, configuration, training, rollout) • Hosting • Unlimited Support (includes training, ongoing changes) Pricing is valid for 90 days. Please contact your PSTrax Representative for adjustments to the modules priced below. SoftwareAnnual Vehicle 36 Vehicles $225 $8,1001 rldlud ., P a111 a�i S Euk1a i .' I'b:1 :alus 2O staff(,i) VC as Ire•,•; 0Ir ri krl'ri rI Ir.r k, Station 10 Stations&TS North $250 $2,500 V��I V s,i u:{a m �;e�°�I l l m p 1:�V Lu s N�,��La�,.�a���`•,�,:��^.I I a.I k 9'k,,� SCBA 9 Stations $350 $3,150 I IC:Il.d T, PPE 9 Stations $350 $3,150 h..l id a A::es;; Critical Asset 10 Stations&TS North $350 $3,500' I 1-1 C ll u e S 9 a, ;isa1-1 S wa S I 1,0 II Id ,�. a I !oi t I Inventory/Supply 11 Stations&TS North &HQ $450 $4,950 V�1IVa.id 1)�;IMaIim Is, 1 amtna.I� :?�� 11 :wa Controlled Substance 22 Managed Locations $250 $5,500 rIdls.acia,; (2 mPI -s,2 air h,a:�a�I ,, 18 pia-mriid urflts)� (wallas) Gerral::ar,ai'al'y 'areri�l IuoX , �','ss "I/4_ FOUR CHECKS. 4 r 14 OUR PRIORITY. Single Sign On (Not Included) 0 SSO Users $10 $0 f cDnni„i"I P:,..i.. �t s "!� .,i I vi , i'I n,Pidi I k:u'i�+t;-Dt r VdenW Dig ^� l�':al' A A,uth(..) First Arriving Integration (Not Included) 0 Stations $50 $0' rIr,IluIa s $30,850 One-Time Vehicle 36 Vehicles $70 $2,520 Station 10 Stations&TS North $75 $750' SCBA 9 Stations $70 $630 PPE 9 Stations $70' $630' Critical Asset 10 Stations&TS North $70 $700 Inventory/Supply 11 Stations&TS North & HQ $90 $990 Controlled Substance 22 Managed Locations $50 $1,100 $7,320 Year 1 Total (USD): $38,170 Years 2+ Estimated Annual License Fee (USD)* : $30,850 !Ivwriilll'f ry e ff en,!' ei Fee Per 41�'( 'r Ill 1 'tl �� � 9 j II°(tf Q j !1,;tt"at nsl) w ., *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, expected quantities,#of assets, tasks, checks, etc. Allocation of Costs based on Start Date of 7/15/23 • One Time Implementation Fee : $7,320 • July 15 through September 30, 2023 Prorated Annual License Fees: $6,427.08 • Initial Invoice total amount will be: $13,747.08 • October 1, 2023 to February 2023: $12,854.17 ** Note: Annual License Fees total subject to"Annual Inflation Increase"-see agreement Terms FOUR CHECKS. ��_� ��,�r 14 OUR PRIORITY. moi 0000n of of 0000n 0000n 0000n moi �����AAS r 000in o AG 0 000in 000in 000in 0000io 0000io 0000io 0000io 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 Monroe County Fire Rescue ("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. 365 DAY MONEY BACK GUARANTEE. PSTrax shall provide CLIENT a 365 Day Money Back Guarantee to ensure its satisfaction with the system. At the purchase date of each module, CLIENT shall have 365 days to "trial" the module. If CLIENT is unsatisfied with the performance of the module, within the 30 days immediately following the 365 day period CLIENT 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 CLIENT 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. • 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). FOUR CHECKS. r 14 OUR PRIORITY. 3. TERMINATION NOTICE. With the exception of Section 2 - 365 Day Money Back Guarantee, 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_ 4. 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 a one (1) year Renewal Term. This will allow CLIENT to continue using its license(s) without any service interruption. During any Renewal Term, the terms, conditions and provisions set forth in this Agreement shall remain in effect. 5. 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. 6. 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. 7. 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. 8. 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 A: Modules & Pricing. 9. 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. FOUR CHECKS. r 14 OUR PRIORITY. 10. ANNUAL INFLATION INCREASE. Annual software license fees may be subject to annual increases to account for inflation. Compared to the previous year's rate, annual increases shall not be more than five (5) percent or the Consumer Price Index (CPI) percentage published by the Bureau of Labor Statistics, whichever is lower. 11. CHANGES TO PRICING TERMS. Occasionally PSTrax makes changes to its pricing terms. With the exception of Section 9 - Scope of Work Increases & Annual Audit and Section 10 - Annual Inflation Adjustments, the general pricing terms in Exhibit A: 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 CLIENT at least 60 days prior to any changes occurring. 12. 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. In the event this Agreement is terminated, any outstanding unpaid fees shall be due including any amortized/spread one-time implementation fees. 13. 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. 14. 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. 15. 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 4 0 FOUR CHECKS. OUR PRIORITY. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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). FOUR CHECKS. OUR PRIORITY. 21. 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. 22. 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. 23. 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. 24. 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. 25. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 26. 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. 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 FOUR CHECKS. 12 14 Q OUR PRIORITY. 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 City and Consultant may conduct this transaction, including any Contract amendments, by electronic means, including the use of electronic signatures. V 0 C G 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: Cheri Tamborski Title: Executive Administrator Email: mcfr-ap@monroecounty-fl.gov Phone: (305) 289-6088 Address: 490 63rd Street, Marathon FL 33050 A C C rA C By signing below, CLIENT and PSTrax agree to the pricing, terms and conditions of this Agreement. CLIENT certifies that the signer is an authorized purchaser. Monroe County Fire Rescue Station Automation. Inc. (dba PSTrax) FOUR CHECKS. of M OUR PRIORITY. MAnr9gSAUnty Fire RksgutStab n rw r Signature: Signature: k +d Name: Roman Gastesi Title: County Administrator Name Scott Bergeron Email: gastesi-roman@monroecounty-fl.gov Tickle` P,resid'ent Phone: 305-292-4442 Email: Scott@pstraix.com Date: July 17,2023 Phone: -'91' a-31 Date: 031123 If signed electronically, a copy of the executed Agreement krill be automatically emalled to the Parties, If painted and signed with pen, please email ALL PAGES of this Agreement to sales@pstrax.com, Apprtn ed w io fasorn)mad legal sttf'aejeje c 's otuce C aunt%rlttr+ e, s Office Cluistria Cor, Assistant 4'omrs MtcxrrW, Date:5110/23 YOU12 CHEC ITYKS, PAGE29 of 30 DATE(MM/DD/YYYY) ,4co Lo CERTIFICATE OF LIABILITY INSURANCE F6/12/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Alan Carpenter ALAN CARPENTER INSURANCE AGENCY LLC PHONE A/C No Ext (720)233-5873 FAX ac ND:(303) 955-4227 195 Telluride St Ste 2 ADOREss:acarpenterl@farmersagent.com Brighton, CO80601 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A:USLI 25895 INSURED Station Automation Inc INSURER B:Travelers 25658 DBA: PSTrax INSURER C:Lloyd's of London 32727 5837 S Gallup, Suite 140 INSURERD: Littleton, CO 80120 INSURER E 303-918-316 9 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I TYPE OF INSURANCE ADDL su R L Y EFF P /Y LrR INSD WV POLICY NUMBER MM/DDYYY MM/DD/YYYY LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2 000 000 DAMAGE IIED CLAIMS-MADE �OCCUR PREMISES Ea oKLNccurrence $ 300- 0-00 PPP1556228 06/12/2023 06/12/2024 MED EXP(Any one person) $ 5,000 A Y Y PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: RISK MANAGEMENT GENERAL AGGREGATE $ 4,000,000 PRO- w' 1*r w, PRODUCTS-COMP/OP AGG $ 2,000,000 APPROVED BY X POLICY JECT LOC BY.. x" ...._... OTHER: DATE 7�IIIZO23 $ _CnMMRI7r5=E LIMIT AUTOMOBILE LIABILITY WAIVER N/A YES Ea accident $ 2,000,000 ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ A AUTOS AUTOS Y Y PPP1556228 06/12/2023 06/12/2024 PROPERTYNON-O X HIRED AUTOS L AUTOS (Per Per accident) $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ —TIED RETENTION$ $ WORKERS COMPENSATION STATUTE ER AND EMPLOYERS'LIABILITY YIN AN V PROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ -ETC YBER:Liability ESL0039678381 06/12/2023 06/12/2024 $1,000,000 A Professional E&O Y Y PPP1556228 06/12/2023 06/12/2024 $2,000,000 B Travelers D&O / EPLI 107741556 12/01/2022 12/01/2023 $1 000 000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commission is an additional insured for work done by the above named insured. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commission SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE © 88-2014 ACORD MRPORATION. All rights reserved. ACORD25(2014/01) The ACORD name and logo are registered marks of ACORD