1st Amendment 02/29/2024 Monroe County Purchasing Policy and Procedures
COUNTY ADMINISTRATOR
CONT /r M� OR CONTContract It
dba PSTrax Effective Date:
Expiration Date � r
Contract Purpose/Description:
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Contract is Original Agreement Contract Amendment/Extension Renewal
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Contract Manager: ul( H ;,/, R
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CC_11001 SC_00084 14%$8,854.37 CC-12001 SC 00084 3%v$1,897.37
CC_11500 SC_00084 67%$42,374.49 CONTRACT COSTS CC_14000 SC,_00084 3%$1,897.37
CC_12000 SC 00084 5% $3,162.28 CC_63100 SC_00084 8%$5,059.64
Total Dollar Value of Contract: $ $ 5��50 Current Year Portion: $ IV
(must be$100,000.00 or less) ��/ "'"�� �' (If multiyear agreement then klffiffillllll
requires BOCC approval,unless the
Budge
Grant: $d?Yes® Na ® Count Match: $
Fund/Costrfif
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.)
nsurance Re uired: YES ®NO L1
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: James K.Callahan
Cftftdr�On
County Attorney Signature: Christina Cory ,Qg20,MCI*3
Risk Management Signature: "'° _�' ""
Purchasing Signature: Julie E. Cuneo °Cta9e: "3429.8"8.i�'"��
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OMB Signature: John Quinn T01
Comments:
Revised IBOCC 4/19/2023
Page 84 of 105
First Amendment to Agreement with Station Automation, Inc. dba PSTrax
This First Amendment to the Agreement dated July 15, 2023, as amended, is made and
entered into on this 25th clay of J_anuary, 2024, by and between Monroe County, a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida
33040, its successors and assigns, hereinafter referred to as "County" or "Customer," through the
Monroe County Board of County Commissioners ("BOCC") and the Board of Governors of Fire and
Ambulance District 1 of Monroe County, Florida ("BOG"),
AND
Station Automation, Inc., dba "PSTrax," a Colorado Corporation, whose address is 5837 S,
Gallup St., Suite 140, Littleton, CO 80120, its successors and assigns, hereinafter refer red to as
"PSTrax" or "Contractor,"
WITNESS ETH:
WHEREAS, County and Contractor entered into an Agreement on July 15, 2023 ("Original
Agreement"), to acquire a cloud-based "software as a service" application which provides automated
management and reporting of assets, including fire stations, apparatus/vehicles, personal protective
equipment, inventory/supplies and medicines and narcotics, which was for an initial seven-month
term beginning July 15, 2023; and
WHEREAS, the Original Agreement allows for the extension of this agreement, if agreed
upon by the Parties, in accordance with the terms of the St. Johns County Master Contract No. 22-
MAS-STA-15664; and
WHEREAS, the County desires to extend the existing agreement with Contractor, as both
parties have found the Agreement to be mutually beneficial; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
stated herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, County and Contractor agree as follows:
1. The Agreement is hereby amended and shall read as follows: "The term of this Agreement
shall commence on February 29, 2024 through February 28, 2026," pursuant to the Second
Amendment to the St Johns County Florida Master Contract No. 22-MAS-STA-15664.
2. The Annual Software License fees that will be paid by County are as shown on the updated
attached pricing Exhibit A and shall be contained in any future invoice.
3. In all other respects, the terms and conditions set forth in the Master Agreement between
PSTrax and Monroe County dated July 15, 2023, remain in full force and effect.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized
representative on the day and year first above written.
ON BEHALF OF ON OE COUNTY
s auµ.
� . .......�m
Ro_. an Gastesi County Administrator
Date: 02.23.2024
to 'o on, Inc. An PSTrax
y � v
Title-
Date:
ApproKd as to fam mid legal of dewy
\40woe C `s Office
C C
Exhibit "A"
March 2024 March 2026
through Feb through Total 2
Description Qty Amt 2025 Feb 2026 Years
Vehicle
Includes: 36 vehs ( eng 1
pumpers, rescues, tankers,
ladders, etc.); plus 20 staff
@ N/C as less then ten
checks 36 lVehicles $2251 $8,100.0 $8,505.00 $16,605.00
Station
Includes: 9 stns, plus Stations &
Trauma Star North 10 TS North $250 2,500.00 $2,625.00 $5,125.00
SCBA
Includes: 9 Stations $3501 3,150.00 $3,307.50 $6,457.50
PPE
Includes: 9 Stations $350 3,150.00 $3,307.50 $6,457.50
Critical Assets
Includes: 9 stations plus Stations &
Trauma Star North 10 TS North $350 3,500.00 $3,675.00 $7,175.00
Inventory 1 Supply Stations &
Includes: 9 stations, TS North &
Trauma Star HQ locations 11 IHQ $450 4,950.00 $5,197.50 $10,147.50
Controlled Substance
Includes: ( 2 safes, 2 air
boxes, 18 ground units );
plus 2 temporary event Managed
boxes NIC 22 1 Locations $2501 5,500.00 $5,775.00 $11,275.00
Single Sign On
Connect PSTrax as a
Service Provider to your
Identity Provider (ex. Active
Directory, AuthO) 0 ISSO Users $10 - $0.00 $0.00
First Arriving integration
Includes: 0 Stations $50 - $0.00 $0.00
License Fee Total $30,850.00 $32,392.50 $63,242.50
Implementation
Grand Total Price Per Year $31,621.25
March 2024 - Feb 2025 $30,850.00
March 2025 - Feb 2026 $32,395.50
Total $63,245.50
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CONTRACT AMENDMENT No:02
Bid No:22-33;Inventory Program with Narcotics Tracking System
Master Contract No:22-MAS-STA-25664
October 13,2023
Station Automation,Inc.d/b/a PSTrax
5837 S.Gallup St.Suite 140
Uttletan,CO 80120
Contract Amendment No:02 Is hereby issued to amend the above referenced Master Contract as follows:
1. Contract Renewal is hereby being exercised by St.Johns County.
2. The contract time is hereby extended for a perlod'of one(1)calendar year from February 29,2024 through
and until 11:59pm Eastern Saving Time(EST)on February 28,2026.
3, The Exhibit"A"—List of Vehicles Is hereby revised and attached hereto to include the updates as highlighted
In yellow,additions to list are County Vehicle#1669Þ and deletion of Brush i—County Vehicle#588,
and shall replace all previous versions of the'ExhiMt"A".
4. The Exhibit"B"—Ust of Controlled Substance Containers Is hereby revised and attached hereto to Include the
updates as highlighted in yellow,addition to list is to Rescue 20,and shall replace all previous versions of the
Exhiblt"B".
S. The Annual Renewal Software License Fee is hereby Increased to forty-nine thousand four hundred seventy
five dollars($49,475.00)per annum per proposal dated September 22,2023,
The County shall compensate the Consultant based upon the terms as stated In the Master Contract dated February
29,2022.
With the exception of the amendments,changes,modifications and revisions noted In this Amendment,all other
terms and conditions contained In the Master Contract,as previously amended,shall remain In-full force-and effect.
The County'and the Consultant acknowledge that any further changes,amendments,modifications or revisions to
the Contract shall be in writing and executed by duty authorized representatives of each party.
n Witness Whereof aut d representat of the County,and Consultant have executed this%endment on
e dates w not
Y
natu of Unty Represents Date
LeIALA Danijil CPP8.Purchasing Manager
Printed Nam unty Representative
/d-Z22-ZtZ s
Signatdr4f ZoRG Representative Date e
Printed Name&Title End of Amendment No:02
Pureha,sing DIVIslon 1500 San Sebastian View,St. Augustine, FL 32084 1 904.209.01501 sjcft.us
I
Monroe County Purchasing Policy and Procedures
COUNTY ADMINISTRATOR
CONTVW OR CONT
Cffltrant with tract
Effective Date:
Expiration Date. /1111f1///ff%1l///
Contract Purpose/Description:
Contract is Original Agreement Contract Amendment/Extension Renewal
�;iml//'!11ll//I%�l�J IJJ;" �Y/Il ff////%%����
Contract Manager: �� ;! e� ` %'
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: $ !lJ,'JJ JJ'i,""J11 ''"" /"/
Current Year Portion: $
(must be$100,000.00 or less) k " ��� (It multiyear agreement then
requires SOCC approval,unless The
"J'a ll"u r9�r i I�if ii^n ,�nisi ri�iau7rf i,�
�14?il 914,iC1 4J41 a,ru I ,r�)
Budgeted?Yeso No ❑ �
Grant: $ Coun Match:
EqdIoA t�� f �� Cal : 111 ��t11�
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.)
In urance Re aired: YES ®NO 0
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: James K.Callahan �&
County Attorney Signature: Christina Cory a8,�a
Risk Management Signature: "
Purchasing Signature: Lisa Abreu OM
OMB Signature: John Quinn
Comments:
Revised BOCC 4/19/2023
Page 84 of 105
MASTER AGREEMENT BETWEEN PSTRAX AND MONROE COUNTY
This Agreement("Agreement")is entered into on 15th day 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"),a political subdivision of the State of Florida,whose address is 1100 Simonton Street,
Key West, Florida 33040. 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.
WHEREAS,on February 28, 2022, St.Johns County,Florida executed an agreement with Station
Automation and through this Agreement,the CLIENT hereby piggybacks the"RFP No: 22-33 Inventory
Program with Narcotics Tracking System Master and Contract#22-MAS-STA-15664,"with Contract
Amendments and Exhibits.
NOW,THEREFORE, in consideration of the mutual terms and promises set forth herein,the Parties
agree as follows:
I. TERM.The term of this Agreement shall commence 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 terms of the St.Johns County Master Contract,subject to the same tenns 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 made according to the Florida Local Government Prompt Payment Act,
Sections 218.70-218.80, 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 of funds. Invoices shall be sent to the County Fire Rescue who will review the
documents and route them to appropriate County Staff for approval. Upon receiving all required
approvals,the invoice(s)will be forwarded to the County Clerk's office for payment.
a. ANNUAL SOFTWARE LICENSE FEES.
Payment 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,
X 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):
PSTrax shall send invoices to the contact provided by CLIENT. Payment terns 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 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 amendments or modifications of this Agreement
shall be valid unless in writing and signed by each of the parties.
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 shall: (1)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 of this Agreement, If the 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 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).
5. TERMINATION NOTICE, With the exception of Section 2 -365 Day Money Back Guarantee,
CLIENT shall be committed to the entirety of the Initial Tenn. At the end of the Initial Teri(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. NOTICES. 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 receipt 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 1 11 12"Street,Suite 408
Key West,Florida 33040
And: Monroe County Fire Rescue
Attn: Fire Chief
490 63rd Street Ocean
Marathon, Florida 33050
For PSTrax: Scott Bergeron,President/CEO
PSTrax
5837 S. Gallup St., Suite 140
Littleton, CO 80120
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 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.
8. 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.
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. 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.
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 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.
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(CPI)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 of Work 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 Tenn,should a change to the pricing terms be
necessary,PSTrax shall notify CLIENT at least 60 days prior to any changes occurring.
14. 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 CLIENTS 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.
15. 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.
16. 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.
17. 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.
18. 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 60 months after the termination of
this Agreement.PSTrax shall retain CLIENT'S data for at least 60 months after the termination of this
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 circumstances.
14. 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,or any other circumstances beyond that parry'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 recommendations,and the standard operating procedures(SOP)of the
authority having jurisdiction(AH1),
22. 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 Parry,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.
23. 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;,
24. USE OF NAME. PSTrax may not manufacture, use,display,or otherwise use any facsimile or
reproduction of the County Seal/Logo 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 construed 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 the
enforcement or interpretation of this Agreement, County and PSTrax agree that venue shall lie in
the 161h Judicial Circuit, Monroe County, Florida.
27. INDEMMFICATION,DEFEND,HOLD HARMLESS. PSTrax does hereby consent and agree to
indemnify,defend and hold harmless the County, its Mayor,the Board of County Commissioners,
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 of any 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 judgment and comply with all federal,state,and local statutes,
ordinances,rules and regulations applicable to the services to be provided.
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 be unenforceable
for any reason,the remainder of that provision and of the entire Agreement shall be severable and
remain in effect.
29. ATTESTATIONS.PSTrax agrees to execute such documents as the County may reasonably require,
including,but not being limited to,a Public Entity Crime Statement, 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 limited to Chapter 119, Florida Statutes and
Section 24 of article I of the Constitution of Florida.The County and PSTrax shall allow and permit
reasonable access to,and inspection of,all documents,records,papers,letters or other"public record"
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 conjunction 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 be deemed 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 documents 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. If an 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 comply 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 perform the service.
b. 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 time may be subject to penalties under Section 119.10, Florida Statutes.
PSTrax shall not transfer custody, release, alter, 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, �iiradle ��ll imi 9 ymi�m �iut,o°grc����uiu � � , c/o Monroe
County Attorney's Oflice, 1111 1211 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 insurance has been furnished to the County as specified below. Delays in the
commencement of work, resulting from the failure of the Contactor to provide satisfactory evidence of
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 commenced on the specified date and time,
except for PSTrax's failure to provide satisfactory evidence.
PSTrax shall maintain the required insurance throughout the entire term of this contract and any
extensions specified in the attached schedules. Failure to comply with this provision may result in the
immediate suspension of all 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 completion 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 (1) 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 and/or approval of PSTraxs insurance shall not be construed as relieving PSTrax: from
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 Liability.
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 have an A.M. Best
rating of A-or better.The required insurance shall be maintained at all times 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 time of execution of the agreement, the vendor shall provide a certificate of insurance
evidencing current coverage in this amount. Thereafter, the vendor shall provide updated certificates
whenever the coverage is renewed.
32. Nondiscrimination/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 applicable, relating to nondiscrimination.
These include but are not limited to: 1)Title VI1 of the Civil Rights Act of 1964 (PL 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 of sex; 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 on the basis of age; 5)The Drug Abuse Office and
Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of
drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and
Rehabilitation Act of 1970(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 of the 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 §§ 12101), as amended from time to time,
relating to nondiscrimination in employment on the basis of disability; 10) Monroe County
Code Chapter 14, Article I1, 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 11) any other nondiscrimination provisions in any federal or state statutes
which may apply to the parties to, or the subject matter of,this 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 recruitment 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 employee, 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 Contractor's non-compliance with the nondiscrimination
clauses of this contract or with 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, 1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.
S) 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 may
direct as a means of enforcing such provisions, including sanctions for non-
compliance;provided,however,that in 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 Contractor may request the
United States to enter into such litigation to protect the interests of the United
States.
33. RIGHT TO AUDIT.Availability of Reeord v, The records of the 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
unsuccessful 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 cash 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 document(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 ten (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 the Monroe
County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were
spent for purposes 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. The right to audit provisions survives the
termination of expiration of this Agreement.
34. E-VERIFY. Beginning January I, 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 tern 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
hired 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 subject to the provisions of Section 448,095,Florida Statutes.
ACCEPTANCE
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 Board of Station Automation, Inc. (dba PSTrax)
County Commissioners
Signature: Signature:
Namc: Roman Gastesi Name: S�67v- "3e 0?-,e
Title: County Administrator Title: el"m"' ")eei
Email: gestesi-roman@monroecounty-fl.gov Email:
Phone: — 305-2924442 Phone: mm" 11
Date: July 17. 2023 Date:
...........
Appromd as to form and legal n1ficiency
Monroe County Anwwy's Office
Ch&fina Cory,Asimbut County Attorney
Date: 7.11.23
EXHIBIT `cA"
SWORN STATEMENT UNDER ORDINANCEN -10
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 0 10-1990 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 amount of any fee, commission, percentage,gift, or consideration paid
to the former County officer or employee."
„ of
. .,,,,, .
iature orate Officer
I ,,,.'°
Date ... ... �.. ..�
State of:
. , . m _t�o nrere_
County of .
Subscribed and sworn to (or affirmed before me,by means of Physical presence
or Online notarization,on
(date)
B .�. . 'm., (name of affiant).
_ rv ,�nnn .
He/She is personally know to me or has produced p
(type of identification)as identification.
NOTARY PUBLIC
My Commission Expires: �
t "
.HRIS'"M ANDENBCR
1140TARY lI UUI I.1'C
ATE OF COLORADO
NOTARY III 202140VIV1107
EXHIBIT FORM tags+
NON-COLLUSION AFFIDAVIT
m
the city of
L,,.L.!ti,!& t .__according to law on my oath and under penalty of perjury, depose
and say that;
a. I am � " �rrrrmmrrrrrmn,,,, ., of the firm of
m„
t 1 0% f m !� the Proposer
..n•,� ,,�
and that I•,,, ,m„ ._. ..., .. . .......� p
! . Request for Proposals for
maktn the Pr�os�alfor the o act m hey � � � �
g P J
executed the said Proposal with full authority to do so;
b. the prices in this Proposal have been arrived at independently without collusion,consultation,
communication 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 competitor;and
d. no attempt has been made or will be made by the Proposer to induce any other person,
partnership or corporation to 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.
ure o orate Officer
Date
State of:
County of: ?�..,,r.ro
Subscribed and sworn to(or affirmed before me, by means of � Physical presence
or �w. Online notarization, on
�f date)
y 1 ` (name of affiant).
He/She is personally kn n to me or has produced i
(type of identification) as identification.
. . ,,;, ,
ii idlP'i'llll" 1�IIl NOTARY PUBLIC
STA!"E OF. t
Corn lesion Expires:
IVI� 1C " i llll � '�^l � "" � M, �^
EXHIBIT FORM 66C"
DRUG FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
Rw
5�� ) ,
(Name of Business)
I.Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing,possession,or
use of controlled substance is prohibited in the workplace and specifying the actions that will be taken against
employees for violations of such prohibition,
2.Inform employees about the dangers of drug abuse in the workplace,the business'policy of maintaining a drug.
free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the
penalties that may be imposed upon employees for drug abuse violations.
3.Give each employee engaged in providing the commodities or contractual services that are under bid a copy of
the statement specified in subsection (1).
4.In 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 the terms of the statement
and will notify the employer of any conviction of, or plea of guilty or polo contendere to, any violation of
Chapter 893(Florida Statutes)or of any controlled substance law of the United States or any state,for a violation
occurring in the workplace no later than five(5)days after such conviction.
5.1mpose 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.
b.Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.
As the person authorized to sign the statement, 1 certify that this firm complies fully with the above
requirements.
Sig of oriate Officer���� �
„... .m
Date
State of:
County of: =�„ X , �� ,:,,,,,,
Subscribed and sworn to (or affirmed before me,by means of Physical presence
or Online notarization,on
(date)
(name of affiant)
He/She is personally known to m or has produced IL111 ,,,
(type of identification) as identification.
�...__:L1I914I1DIENBOO
1114101"ARY PUBUC NOTARY PUBLIC
�"� I TT� ' l OAR ���I ,. ...
111401ARY ID 202 f ission Expires: 1 "
Ii3T C'T1dVdI (t PI �� m
ExhibitModules & Pricing
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Monroe County Fire Rescue rN N�b� w,�w� uwd,
RL Colina, Deputy Fire Chief En°law I I28
490 63rd St Ocean Ste 16027
Marathon, FL 33050 VehicleS" "ss"3d'°°k' '
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Prepared By:
Dave Zachau p w �lam lii
Station Automation, Inc.(DBA PSTrax) III OUR,, mnlll o�wu�llli 1111u mill
07,10.23
1v 10 D1i"J �E S 0 V E R'V 1:1 Iplllllll
The PSTrax system consists of seven modules. Simply select the modules your agency would like
to start with. You may add additional modules at anytime.
The YL,Lri i c dg Q MU, ii-LQ automates vehicle maintenance checks
and all tools and equipment carried on each vehicle. Each
VEHICLES ," apparatus can be customized based on its checklists
(daily/weekly/monthly/PMs) and inventories, with unlimited
check scheduling options - any frequency. Track inventory
transfers and complete as-needed checks for fuel logs, PMs,
and post-call inventories. Easily manage your entire fleet, see
the location of each vehicle, and make status updates for in-
service, out-of-service, and reserve units.
The schedules building maintenance inspections,
chore schedules, safety inspections, specialty equipment
STATIONS--" inspections, and basic EMS and station supply checks. Each station,
building, training facility, or headquarters checklist can be
impo",41" M customized based on its individual desired inspections or checks,
(daily/weekly/monthly/quarterly, etc.), with unlimited check
scheduling options - any frequency.
The,,5CJ1-.`.-)A f.J L a
................... .....jg�... tracks the full history for each piece of SCBA gear
from purchase to retirement. Document any type of event -
SCBA, inspections, hydrostat tests, flow tests, air fills, repairs, contaminant
exposures, and more. Convenient, easy to access reports can be
pulled in real time, or pushed to you as requested. View expiration
dates and maintenance costs for better forecasting and justification
for replacement as needed. Includes all SCBA inventories across
your agency.
The PRE Moiduie tracks the full history for each piece of PPE gear
...-.............................I 1 -.11 1
from purchase to retirement. Manage gear assignments and
''YOU, C1,11"."CKS.
fl A, OUR PRIORITY.
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
inventories - including multiple sets and unassigned gear.
The Ciriidic,M ,Assi t Modul.g.tracks the full historyfor each critical, or
high dollar asset from purchase to retirement. Track grant-funded
CRITICAL equipment, manage assignments and document any type of event -
ASET- 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.
rlz"�
p¢
The I�� �� ����",i � ll
� l�p.l [��'�Ij,,, w provides visibility and tracking of all
441
consumable supplies (EMS supplies, station supplies, and repair
IN
VENT parts) across every location in your agency. Real time reporting on
below par, expirations, and usage trends. Save time and money
owwith streamlined inventory processes that reduce stock issues,
manage expiration dates, and restock supplies that need refilled.
The aojtu.. Hird �' ����IV�sta..in ��...af � u l .tracks every vial handoff for DEA
k/mAx", E Schedule II, III and IV controlled substances such as
CONTROLLED arriving/departing checks, usage events, restocks, and inventory
SUBSTANCE checks. Track and document each vial by its control number, lot
number and expiration date. Electronic signature and dual
authentication provide even more secure verification.
� ,"'i OUR PRIORITY.
L X 111 B I 1:111 M 0 D [J I IS & 1" RIC �I �NG
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)
ELLcWg is valid for 90 day . Please contact your PSTrax Representative for adjustments to the
modules priced below.
111 IIW!! I§
Wql
Boom=, •
Vehicle 351 Vehicles $225 $8,10o,
i i C:i '3df"1 VOIS(" 1219�v puin�l!�ers, II is iiVaGua"fan
of QIus 201 straff @1 WC as
Station 10 Stations&TS North $250 $2,500
lril,Judies! 9 s un. I,I,,isTrauinrrl Stair Noird'li
SCBA 9 Stations $350 $3,1501
I c, I ri e
PPE 9 Stations $350 $3,150
Critical Asset 10 Stations&TS North $350 $3,500
CKIIJ(41!5 'D St,�b0l�S MDIkIS lirauinria Stair INolirtioi
Inventory/Supply 11 Stations&TS North&Ill $450 $4,950
Nni'!Iiu.0 es su'.Itl i,"Ni'is, i lraalimi,ir'lla staii,,, Ii 1('�[
C 0 n".",,
Controlled Substance 22 Managed Locations $250, $5,500
nclwk:ls! 1, 4" ak II!icl,xes, 18grolund
ulnlLs plius �2 bioxies @1 N/C
YO'UR CHECKS.
A r, 'I A OUR PRIORITY.
Single Sign On I Not Included) 0 SSO Users
ir.lentity -Iiroviider IC'r ,Active Dii a ic.Ilh:)iry„ a.w&101)
First Arriving Integration [Not Included) 0 Stations $5,01 $0
irndud:^s`:
$30,850
Vehicle 36 Vehicles $70 $2,520
Station 10 Stations&TS North $75 $750'.
SCBA 9 Stations $70 $630
PPE . . .. ........ ....................................... ...._....... ..... .........._... ... 9 ..stations.... . _........... . ....,.... ......... .. ......... .. ...$70 ....... .. . .-$630
Asset
...... 10 Stations&TS North $7 . .rc ...... ... ...
Critical A. ..... 0 $70
0
Inventory/Supply 11 Stations&TS North &HQ "$90 ......... $990
Controlled Substance 22 Managed Locations $50 $1,100
Year 1 Total (USD): $38,170
Years 2+ Estimated Annual License Fee (USD)* : $30,850
eNi u l,I me r �f Pl" a 1 a W 1a"aN�NN 1°NI' �o N 9 G i 't`i� Pi"1ii I /, �II ' $ 9.39
i
*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
• CHECKS[
o �,„�o.p A. �,,F D'OURPEORITY.
.....'. A G 1��R �E� N T
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:
6 Use commercially reasonable efforts to build, implement and "go-live" with the module.
a 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.
0 Attempt to contact and work with PSTrax to resolve issues prior to notifying PSTrax to
cancel the module(s).
DYOU R,1 CHJ1,11CXS,.
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 Part-r� i notf-
the other Partv�pon 3 s written notice of its intent to terminate this Agreement or to make
adjustments to the modules origLnay_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 scome
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.
Y011M GILEC�XS,
��. ,I „1 h 101 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
OURC C ,
A
��D , 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).
��: , .n OUR PRIORITY.
Onfee countylkailesm
Signature: Signature:
r �
Name: Roman Gastesi
Title: County Administrator Scott Bergeron
Email: gastesi-roman@monroecounty-fl.gov Title: President
Phone: 292 2Email: scott@pstrax.com
Date: July W, 303-91 -3169
Date: 03.13.23
If signed electronically, a copy of the executed Agreement will be automatically ema+led to the
Parties. If printed and signed with pen, please email ALL PAGES of this Agreement to
sales@pstrax.com.
o%td as to fortug
Mos oe Co Attoreet s Office
OWkStM Con Ass,st C An w
Date:511 W23
PAGE 29 f 8
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�►Co d CERTIFICATE 4F LIABILITY INSURANCE 12/12/2024
THIS CERTIFICATE IS ISSUED AS A(NATTER 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 cartificate holler Is an ADDITIONAL INSURED,the pollcy(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 cartificate does not confer rights to the
cartlficate holder in lieu of such andorsewmigay
PRODUCER NAME;uT Alan Carpenter
ALAN CARPENTER INSURANCE AGENCY LLC PHONE {720)233-5873 N,.(303)955-4227
195 Telluride St Ste 2 ADDRESS ace uteri@farnl@rsagent-com
Brighton, CO 80601 INKg m) MWORO a cWiLuos Noce
INSURER A:USLI 25895
INSURED Station Automation Inc INSURER B Travelers 25658
DBA: PSTrax INSURER C CFC Underwriting Limited 52,52
5837 S Gallup, Suite 140 INSURER o
Littleton, CO 80120 INSURER E
303-916-3169 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,
LTTRR TYPE OF INSURANCE AML POLICY NUMBER LIMA
X CONU CIAL 000tAL LIANUTY EACH OCCURRENCE S 2,000,000
CLAIMS-MADE 191 OCCUR PREMISES Ea ocaerence s 300,000
PPP1556228 6/12/2023 06/12/2024 MED EXP(Arty one ) $ 5 000
A Y Y PERSONAL 8 ADV INJURY s 2,000,000
GEWL AGGREGATE LIMIT APPLIES PER: APPROVED BY RISK MANAGEMENT GENERAL AGGREGATE s 4,000,000
X POLICY❑jEpT El LOC B PRODUCTS-COMPIOP AGG s 2,000,000
OTHER: DATE 2 1�20 s
AUTOMOBILE LIABILITY WAIVER NIA YES Ee sodden! $ 2,000,000
_®ANYAUTO BODILY INJURY(Per person) s
ALL OWNED SCHEDULED
A AUTOS AUTOS Y Y 06/12/2023 D6/12/2024 BODILY INJURY(Peraoadern) S
X HIRED AUTOS H
AUTOSNON
PPP1556228 PmeeeiderM
S
s
UMBRELLA LIAR OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE S
BED RETENTIONS S
WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY VON STATUTE ER
ANY PROPWETORIPARTre3UP(ECUTI4E E.L. ACH ACCIDENT S
OFFKWJVM�EA EXCLUDED? ❑NJE.L.
lMmdamy In me E.L.DISEASE-EA EMPLOYEE s
Mrs describe under
DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT I s
C CYBER:Liability ESL0039678381 6 12 2023 06 12 2024 $1,000,000
A Professional E&O Y Y PPP1556228 6/12/2022 6/12/2024 $2,000,000
B Travelers D&O EPLI 107741556-1 22/01/2023 12/01/2024 1 000 000
DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (ACORD 101,Aderdlonel Rernaft Sd*dLds,may be aWwW if nwe specs is regUrad)
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
1100 Simonton Street THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, FL 33040
AUTHORIZED REPRESENTATIVE
1 9M2014XMRD CORPORATION. Ali rights reserved.
ACORD25(2014/01) The ACORD name and logo are registered marks of ACORD
UNITED STATES LIABILITY INSURANCE GROUP
... ...................
n„�m ...........,.....
,n. _ ... . ........ , "-.......
� ..............
°°°°°°°°,
This endorsement modifies insurance provided under the following: 7i
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
.............. --J
BLANKET ADDITIONAL INSURED ENDORSEMENT
Section I —Who Is An Insuredis amended to include as an additional insured anyperson(s) or
organization(s) for whom you are performing "your or "under a itte contract or agreement,
that requires such sos) or organization (s) to be added as an additional insured on your
policy. Such person(s) or organization(s) is an additional insured only with respect to liability
for"bodily injury", "property da a e" or"personal and advertisinginjury" occurring after the
effective date of such contract or agreement that is caused, in whole or in part
Your acts oromissions; or
The acts or omissions of those acting on your behalf
in the performance of "your work" for the additional insured.
Coverage for an additional insured under this endorsement ends when "your work" for that
additional insured ends or is put to its intended use by any person or organization.
EXCLUSIONS
There is no coverage under this endorsement for loss or expense, including but not limited to the
cost of defense for"bodily injury", "property a a " or"personal and advertising injury"
occurring:
After all o "your work", including terials, parts or equipment ished in connection
with "yourwork" and performedunder the above referenced written contract(s) or
agreement(s ) has ended; or
When that portion of"your work" out of which the "bodily injury", "property damage" or
"personal and advertisinginjury"arises and performed under the above ref envied
written contract(s) or agreement(s) as been put to its intended use by any person or
organization;
whichever occurs first.
All other terms and conditions of this policy remain unchanged. This endorsement is a part of
your policy and takes effect on the effective date of your policy unless another effective date is
shown.
L 7!2. (02-11) page 1 of .l