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HomeMy WebLinkAboutContract 58797-R1CSC No. 58797-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE November 7, 2023 Station Automation, Inc. dba PS Trax Attn: Ryan Larson, COO 5837 S. Gallup St., Suite 140 Littleton, CO 80120 Re: Contract Renewal Notice Contract No. CSC No. 58797 (the "Contract") Renewal Term No. 1: January 31.2024 to January 30.2025 The above referenced Contract with the City of Fort Worth expires on January 30, 2024 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at httn://fortworthtexas.aov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant (a,fortworthtexas. 2ov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 3 ACCEPTED AND AGREED: CITY OF FORT W TH By:Valerie Washington (Nov 9, 2023 14:51 CST) Name: Valerie Washington Title: Assistant Citv Manager Date: Nov 9, 2023 APPROVAL RECOMMENDED: i By; s Davis (Nov 8, 2023 11:51 CST) Name: Jim Davis Title: Fire Chief ATTEST: By: Name: Jannette Goodall Title: Citv Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By-5, Ray (Nov 8, 2023 11:48 CST) Name: Brenda Rav Title: Fire Purchasina Manaaer APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attornev CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 3 Station Automation, Inc. dba PS Trax By: p Name: van Larson Title: Chief Operating Officer Contract Renewal Page 3 of 3 CSC No. 58797-A1 AMENDMENT 1 TO CITY SECRETARY CONTRACT NO. 58797 This Amendment is entered into by and between the City of Fort Worth (hereafter "City"), a Texas home rule municipality, and Station Automation, Inc. dba PSTrax ("Vendor"), each individually referred to as a "Party" and collectively as the "Parties". WHEREAS, the Parties previously entered into City Secretary Contract 58797 (the "Agreement"), a vendor service agreement created between the Parties to purchase Inventory Tracking Software. WHEREAS, the Initial Term of the Agreement began on January 31, 2023 to January 30, 2024 with four (4) one-year renewal options; and WHEREAS, the Parties wish to Amend the Original Agreement to include additional items to Exhibit B. Price Schedule; and WHEREAS, the amount not to exceed under the Agreement will remain $50,000.00; and NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS TO AGREEMENT The following terms are hereby amended to replace the referenced terms in the Agreement and shall be binding and enforceable as if they were originally included therein. Exhibit B. Price Schedule of the Agreement is hereby amended to include the following: PS Trax Proposal dated April 06,2023, that includes additional items. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Contract which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment and Renewal may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. (signature pagefollows) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC 58797 Amendment 1 Page 1 of 11 ACCEPTED AND AGREED: CITY OF FORT WORTH: By;valerie Washington (May 12, 202314:28 CDT) Valerie Washington Assistant City Manager Date: May 12, 2023 APPROVAL RECOMMENDED: By J s Davis 11, 2023 15:15 CDT) James Davis Fire Chief paovvpn�� ol FORT�o��d ATTEST: p �o Ovo of a�000000000a t By: N a��aCX A56pp Jannette Goodall City Secretary Station Automation, Inc dba PSTrax: By: Na . R arson Title: Chief Operating Officer Date: 5/11 /2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By; Br a Ra`y (May 11, 202314:42 CDT) Brenda Ray Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Taylor Paris Assistant City Attorney CONTRACT AUTHORIZATION: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC 58797 Amendment 1 Page 2 of 11 Exhibit B. PROPOSALFOR Fort Worth Fire Department Ryan Zelazny, Deputy Chief 1000 Throckmorton St Fort Worth, TX 76102 ,GaT woAr4 Perform Controlled Substances Check Engine 1102526 27 10 3 1 VeNde SCBAd.6. A—Ichecc InvemOry checks e . As -Needed .: ^detl As-Needec As -Needed ` Medic 11 #17 q= Prepared By: Dave Za u� YOUR CHECKS. Station Autotomation, Inc. (DBA PSTrax) 04.06.23 OUR PRIORITY. CSC 58797 Amendment 1 Page 3 of 11 MODULES OVERVIEW 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. El The Vehicle Module automates vehicle maintenance checks and all tools and equipment carried on each vehicle. Each VEHICLES apparatus can be customized based on its checklists (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. lift The Station Module schedules building maintenance inspections, - — — chore schedules, safety inspections, specialty equipment STATIONS inspections, and basic EMS and station supply checks. Each station, I building, training facility, or headquarters checklist can be mm customized based on its individual desired inspections or checks, (daily/weekly/monthly/quarterly, etc.), with unlimited check scheduling options - any frequency. IN GSM I The SCBA Module tracks the full history for each piece of SCBA gear from purchase to retirement. Document any type of event - SCBA inspections, hydrostat tests, flow tests, air fills, repairs, contaminant exposures, and more. Convenient, easy to access reports can be � pulled in real time, or pushed to you as requested. View expiration dates and maintenance costs for better forecasting and justification for replacement as needed. Includes all SCBA inventories across your agency. The PPE Module tracks the full history for each piece of PPE gear from purchase to retirement. Manage gear assignments and YOUR CHECKS. OUR PRIORITY. CSC 58797 Amendment 1 Page 4 of 11 ` 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 Critical Asset Module tracks the full history for each critical, or CRITICAL high dollar asset from purchase to retirement. Track grant -funded ASSETS equipment, manage assignments and document any type of event - 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 Inventory Module provides visibility and tracking of all ""` consumable supplies (EMS supplies, station supplies, and repair INVENTORY parts) across every location in your agency. Real time reporting on _ W 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. T The Controlled Substance Module tracks every vial handoff for IDEA CONTROLLED Schedule II, III and IV controlled substances such as SUBSTANCE arriving/departing checks, usage events, restocks, and inventory checks. Track and document each vial by its control number, lot f number and expiration date. Electronic signature and dual authentication provide even more secure verification. YOUR CHECKS. OUR PRIORITY. CSC 58797 Amendment 1 Page 5 of 11 EXHIBIT A: PRICING & MODULES The PSTrax system consists of seven modules. You may add additional modules at any time. Each module has an annual software license fee and a one-time implementation fee that is based on the scope of work. The Fees below include: • Software License • Setup & Implementation (includes project management, data import, configuration, training, rollout) • Hosting • Unlimited Support (includes training, ongoing changes) Pricine is valid for 90 days. Please contact your PSTrax Representative for adjustments to the modules priced below. .. M.. Annual Software License Fees (includes software, hosting, support, training, ongoing changes) Single Sign On 1000 SSO Users $2.5 $2,500 Connect PSTrax as a Service Provider to your Identity Provider (ex. Active Directory, Okta, AuthO) $2,500 Single sign On 0 SSO Users $0 $0 $0 Year 1 Total (USD): $2,500 Years 2+ Estimated Annual License Fee (USD)* : $2500 Average License Fee Per Day Per Station (USD)* : $.15 YOUR CHECKS. Page 4 of 9 12 OUR PRIORITY. CSC 58797 Amendment 1 Page 6 of 11 * 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. Other Special Instructions: None YOUR CHECKS. OUR PRIORITY. CSC 58797 Amendment 1 Page 7 of 11 EXHIBIT B: FINANCING TERMS Annual Software License Fees Check a payment preference for the Annual Software License Fees. Q Prorate annual license fees to sync with the renewal date of the module(s) already purchased in the original Master Agreement (most popular - consolidates all purchased items into one annual renewal invoice) Q Pay the entire Annual Software License Fees now (does not consolidate all purchased items, will have separate annual renewal invoices) ❑, Other instructions (optional): One -Time Implementation Fees Check a payment preference for the One -Time Implementation Fees: Pay the entire one-time implementation fees now. Q Other instructions (optional): YOUR CHECKS. OUR PRIORITY, CSC 58797 Amendment 1 Page 8 of 11 AMENDMENT TO MASTER AGREEMENT This Amendment 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 Fort Worth Fire Department ("CLIENT'). PSTrax and CLIENT are sometimes referred to jointly as the "Parties" or singularly as a "Party." This Amendment shall be effective on the date mutually executed by the Parties. It amends and supplements the most recent Master Agreement executed by and between the Parties. WHEREAS, CLIENT is currently using one or more PSTrax modules with respect to automate its operations and wishes to obtain access to additional modules; and PSTrax wishes to provide the additional modules to CLIENT. NOW, THEREFORE, in consideration of the mutual terms and promises set forth herein, the Parties agree as follows: TERMS. All terms and conditions of the original Master Agreement will continue to be in effect and the same terms shall apply to this Amendment. 2. ADDITIONAL LICENSED MODULES. PSTrax is a hosted "software as a service" that consists of several modules. This Amendment grants CLIENT a license to use one or more additional modules. CLIENT has selected the additional modules it wants to license in Exhibit A: Pricing & Modules and its payment preferences in Exhibit B: Financing Terms. CLIENT has the right to use the modules for the duration the original Master Agreement remains in effect. INVOICING Please provide the best billing contact information for your agency. This should be the person/department that is responsible for receiving and processing invoices. YOUR CHECKS. OUR PRIORITY. CSC 58797 Amendment 1 Page 9 of 11 Brenda Ray Name: Title: Purchasing Manager Supplierinvoices@fortworthtexas.gov Email: 817 392 2577 Phone: Address: 505 West Felix, Fort Worth Texas 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. Fort Worth Fire Department Station Automation, Inc. (dba PSTrax). Signature: Ryan ieF1 19, 2023 13:37 CDT) Name: Ryan Zelazny Title: Deputy Chief Email: Ryan.Zelazny@fortworthtexas.gov Phone: 817-538-4701 Date: Apr 19, 2023 Signature: Name: Scott Bergeron Title: President Email: scott@pstrax.com Phone: 303-918-3169 Date: 04.06.23 Page 8 of 9 YOUR CHECKS. OUR PRIORITY. If signed electronically, a copy of the executed Amendment will be automatically emailed to the Parties. If printed and signed with pen, please email ALL PACES of this Amendment to sales@pstrax.com. YOUR CHECKS. OUR PRIORITY. CSC 58797 Amendment 1 Page 11 of 11 City Secretary Contract No.58797 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and STATION AUTOMATION, INC. DBA PSTRAX ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services; 3. Exhibit B — Price Schedule; and 4. Exhibit C —Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scone of Services. Service of software for inventory management as more particularly described in Exhibits "A." and `B" attached to this Agreement. Vendor agrees to provide the services as described in Exhibits "A." and `B". 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire one year from the effective date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (Bone -year renewal options, at City's sole discretion. Occasionallv PSTrax makes chanszes to its pricing; terms. With the exception of Exhibit `B" Section 9 - Scope of Work Increases & Annual Audit and Exhibit `B" Section 10 - Annual Inflation Adiustments, the general 1)ricin.2 terms in Exhibit `B" shall be "locked in" for the duration of the Initial Term (one vear). After the Initial Term, should a change to the micina terms be necessary, PSTrax shall notify CLIENT at least 60 days prior to anv changes occurring. 3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the initial year by City shall not exceed the amount of Fifty Thousand Dollars and zero cents ($50,000.00). Payments for the following years shall be as described in Exhibit `B". Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD 4. Termination. CITY SECRETARY Vendor Services Agreement Page 1 of 13 FT. WORTH, TX City Secretary Contract No. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice oftermination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. Except as required by Public Records laws and Section 5.3 Public Information Act, City, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by Vendor ("Vendor Information") as confidential and shall not disclose any such information to a third party without the prior written approval of Vendor. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement Page 2 of 13 6. ffight to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three Vendor Services Agreement Page 3 of 13 City Secretary Contract No. years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superiorshall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, SUBJECT TO THE INSURANCE COVERAGE AND LIMITS CONVEYED IN VENDOR'S CERTIFICATE OF INSURANCE. INNO EVENT SHALL VENDOR'S EXCESS LIABILITYABOVE THE INSURANCE LIMITS, 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 CITYDURING THE SIX (6) MONTHS IMMEDIA TEL YPRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for Vendor Services Agreement Page 4 of U infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all Vendor Services Agreement Page 5 of 13 City Secretary Contract No. negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate Vendor Services Agreement Page 6 of 13 City Secretary Contract No. (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII Vendor Services Agreement Page 7 of 13 City Secretary Contract No. in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comnliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Valerie Washington Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Station Automation, Inc. dba PSTrax Ryan Larson, COO 5837 S. Gallup St., Suite 140 Littleton, CO 80120 303-918-3169 / info@pstrax.com 14. Solicitation of Emolovees. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Vendor Services Agreement Page 8 of 13 City Secretary Contract No. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant tothis Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counternarts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and Vendor Services Agreement Page 9 of 13 City Secretary Contract No. conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownershin of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. For clarification, Vendor is licensing its SaaS software product (PSTrax) to the City. Vendor shall maintain full ownership and rights of its software product and related intellectual property. 28. ,signature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Chan a in Comnanv Name or Ownershin. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement isfor less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter Vendor Services Agreement Page 10 of 13 City Secretary Contract No. 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. (signature page follows) Vendor Services Agreement Page 11 of 13 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: vul- OAA — By: valerie Washington (Jan 31, 202312:10 CST) Name: Valerie Washin;;ton Title: Assistant Citv Manager Date: APPROVAL RECOMMENDED: � By: Awfis Davis (Jan 25, 2023 23:25 CST) Name: Jim Davis Title: Fire Chief ATTEST: By: Name: Jannette Goodall Title: Citv Secretary VENDOR: Station Automation, Inc. dba PSTrax By: l Name: Rvan Larson, Chief Operating Officer Date: 1 /19/23 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. --� y'Mark Rauscher (Jan 25, 2023 22:07 CST) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: By: Name: Tavlor Paris Title: Assistant Citv Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 12 of 13 EXHIBIT A SPECIFICATIONS Scope of Services Inventory Tracking Software for 45 Stations and across entire department. 0 Software tracking for inventory of SCBA (self -containing breathing apparatus) o Track the full history for each piece of SCBA gear from purchase to retirement. Document any type of event - 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. • Software tracking for inventory of Critical Assets. o The Critical Asset Module tracks the full history for each critical, or high dollar asset from purchase to retirement. Track grant -funded equipment, manage assignments and document any type of event - 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. • Annual Software License for SCBA • Annual Software License for Critical Assets • Software Implementation and Training o Software vendor to manage the implementation with a project manager • Billing to include one-time implementation fee and annual software licenses • All invoices should be email to Supplierinvoices@fortworthtexas.gov Vendor Services Agreement — Exhibit A Page 11 of 14 EXHIBIT B PRICE SCHEDULE PSTRAX PROPOSALFOR Fort Worth Fire Department Ryan Zelazny, Deputy Chief 1000 Throckmorton St Ft. Worth, TX 76102 Perform Controlled Substances Check 8 As -Needed 1 PPE R.medue Check PPEete^s As -Needed As -Needed As -Needed As -Needed Medic 1 1817 Actions Prepared By: Dave anon Auto YOUR CHECKS. chau Station Automation, Inc. (DBA PSTrax) Q Oct 18, 2022 OUR PRIORITY. MODULES OVERVIEW The PSTrax system consists of seven modules. Simply select the modules your agency would like to start with. You may add additional modules at any time. The Vehicle Module automates vehicle inspections and truck check inspections. Each apparatus can be customized based VEHICLES on its checklists (daily/weekly/monthly/PMs) and inventories. The vehicle checks are scheduled based on the frequency of completion. Crew members simply login and complete the checks due each day. Completed checks are automatically documented and rescheduled. This helps to more effectively manage and maintain vehicles and the equipment and inventories that ride on them. Each vehicle may have unlimited engine, chassis and inventory checks. The Station Module schedules building maintenance inspections, chore schedules, safety inspections, specialty equipment STATIONS inspections, and basic EMS and station supply checks. Includes unlimited inventory checks and schedules. W A��- �� The SCBA Module tracks the full history for each piece of SCBA gear from purchase to retirement. Document any type of event - SCBA inspections, hydrostat tests, air fills, flow tests, repairs, contaminant exposures, and more. View expiration dates and maintenance costs � for better forecasting and to justify when things need to be replaced. ' The PPE Module tracks the full history for each piece of PPE gear from purchase to retirement. Manage gear assignments and PPE document any type of event - routine inspections, advanced inspections, cleanings, repairs, contaminant exposures, and more. View expiration dates and maintenance costs for better forecasting YOUR CHECKS. Page Z of 14 OUR PRIORITY. and to justify when things need to be replaced. Includes unlimited PPE inventories - including multiple sets and unassigned gear. WOW�� The Critical Asset Module tracks the full history for each high dollar CRITICAL asset from purchase to retirement. Manage assignments and ASSETS document any type of event - inspections, testings, repairs, and more. Create custom events for anything you would like to track, such as hydrant flow tests, hose annual testings, and radio software updates. View expiration dates and maintenance costs for better forecasting and to justify when things need to be replaced and track grant -funded equipment. The Inventor Module provides visibility and tracking of consumable supplies across every location in your agency. Save time and money INVENTORY with streamlined inventory processes that reduce stock issues, DIMELA manage expiration dates and restock supplies that need refilled. The Controlled Substance Module tracks every vial handoff for IDEA CONTROLLED Schedule II, III and IV controlled substances such as SUBSTANCE arriving/departing checks, usage events, restocks, and inventory checks. Track and document each vial by its control number, lot 10M7-W number and expiration date. Electronic signature and dual authentication provide even more secure verification. YOUR CHECKS. Page 3 of 14 OUR PRIORITY. EXHIBIT A: MODULES & PRICING The PSTrax system consists of seven modules. You may add additional modules at any time. Each module has an annual software license fee and a one-time implementation fee that is based on the scope of work. Pricing is valid for 90 days. Please contact your PSTrax Representative for adjustments to the modules priced below. Vehicle - Heavy (100+ checklist items) 0 Heavy Vehicles $200 $0 Vehicle - Support (10-100 checklist items) 0 Support Vehicles $75 $0 Station 0 Stations/Buildings $200 $0 Includes: SCBA 45 Stations/Buildings $250 $11,250 I cludes: all SCBA across entire department PPE 0 Stations/Buildings $250 $0 1 dudes: Critical Asset 45 Stations / Buildings $250 $11,250 Includes: all Critical Assets for Fire & EMS across entire department Inventory 0 Stations / Buildings $350 $0 Includes: Controlled Substance 0 Managed Containers $200 $0 Includes: First Arriving Integration 0 Stations $50 $0 Includes: $22,500 One -Time Vehicle - Heavy 0 Heavy Vehicles $200 $0 Vehicle - Support 0 Support Vehicles $75 $0 Station 0 Stations/Buildings $200 $0 SCBA 45 Stations/Buildings $250 $11,250 PPE 0 Stations/Buildings $250 $0 YOUR CHECKS. Page 4 of 14 OUR PRIORITY. Critical Asset 45 Stations / Buildings $250 $11,250 Inventory 0 Stations/Buildings $350 $0 Controlled Substance 0 Managed Containers $200 $0 $22,500 Year 1 Total (Il $45,000 Years 2+ Estimated Annual License Fee (Each Year) $22,500 *Estimate is NOT inclusive of any amortized one-time implementation fees or pricing adjustments resulting from the agreement terms. ** Estimated Annual License Fee for managing all SCBA & Assets = $500 / Stn per Year Other Special Instructions: None YOUR CHECKS. Page 5 of 14 OUR PRIORITY. EXHIBIT B: FINANCING TERMS Initial Term The Initial Term "locks in" the general pricing in Exhibit A: Modules & Pricing. During the time period selected, pricing adjustments will only occur because of Section 9 - Scope of Work Increases & Annual Audit and Section 10 - Annual Inflation Adjustments in the terms below. Select the Initial Term of the Agreement: Choose 1 to 5 years: Annual Software License Fees Check a payment preference for the Annual Software License Fees: Pay the entire Annual Software License Fees now. Q Prorate the Annual Software License Fees to sync up with this date: Other instructions (optional): One -Time Implementation Fees Check a payment preference for the One -Time Implementation Fees: YOUR CHECKS. Page 6 of 14 OUR PRIORITY. Pay the entire one-time implementation fees now. Q 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): YOUR CHECKS. Page 7 of 14 OUR PRIORITY. MASTER AGREEMENT This Master Agreement (this "Agreement") is entered into 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 Fort Worth Fire Department ("CLIENT"). PSTrax and CLIENT are sometimes referred to jointly as the "Parties" or singularly as a "Party." WHEREAS, CLIENT desires to obtain access to the hosted "software as a service" modules with respect to automate its operations; and PSTrax wishes to provide the hosted "software as a service" modules to CLIENT, each on the terms and conditions set forth in this Agreement. Any changes to this Agreement shall be mutually agreed upon by the Parties. NOW, THEREFORE, in consideration of the mutual terms and promises set forth herein, the Parties agree as follows: 1. INITIAL TERM. The Initial Term of this Agreement shall be the number of years selected by CLIENT in Exhibit B: Financing Terms. The start date of the Initial Term shall be the date this Agreement is mutually executed by the Parties. 2. 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 36S day period. • Attempt to contact and work with PSTrax to resolve issues prior to notifying PSTrax to cancel the module(s). YOUR CHECKS. Page 8 of 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. At the end of the Initial Term for anv subseouent Renewal Term), either Partv may give the other Partv written notice of its intent to terminate this Agreement by providing at least 30 days notice. 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. S. 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" stationsr 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. YOUR CHECKS. Page 9 of 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 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. YOUR CHECKS. Page 10 of 14 OUR PRIORITY. 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). 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 YOUR CHECKS. Page 11 of 14 OUR PRIORITY. 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 Colorado. 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 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. YOUR CHECKS. Page 12 of 14 OUR PRIORITY. 29. ELECTRONIC SIGNATURES. The City and Consultant may conduct this transaction, including any Contract amendments, by electronic means, including the use of electronic signatures. INVOICING Please provide the best billing contact information for your agency. This should be the person/department that is responsible for receiving and processing invoices. Name: Title: Email: Phone: Address: 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. Fort Worth Fire Department Station Automation, Inc. (dba PSTrax) Signature: Signature: r YOUR CHECKS. OUR PRIORITY. Name: Name: Scott Bergeron Title: Title: President Email: Email: scott@pstrax.com Phone: Phone: 303-918-3169 Date: Date: Oct 18, 2022 If signed electronically, a copy of the executed Agreement will be automatically emailed to the Parties. If printed and signed with pen, please email ALL PAGES of this Agreement to sales@pstrax.com. YOUR CHECKS. Page 14 of 14 OUR PRIORITY. Vendor Services Agreement — Exhibit C Page 13 of 14 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Station Automation, Inc. dba PSTrax 5837 S. Gallup St., Suite 140 Littleton, CO 80120 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Ryan Larson Position: Chief Operating Officer Signature 2. Name: Position: Signature Name: Position: Signature Name: Scott Bergeron Signattir/c of i csident / CEO Other Title: President Date: 1 /19/23 Vendor Services Agreement — Exhibit C Page 14 of 14