HomeMy WebLinkAboutContracts & Agreements_29A-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of an operational management and inspection software
system ("Agreement") is made and entered in this 6th day of February, 2025 (°'Effective Date"),
by and between the City of Redlands, a municipal corporation ("City") and Station Automation,
Inc, a Colorado corporation doing business as PSTrax, ("Consultant'). City and Consultant are
sometimes individually referred to herein as a "Party" and, together, as the "Parties." In
consideration of the mutual promises contained herein, City and Consultant agree as follows:
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1.1 City hereby engages Consultant to provide an operational management and inspection
software system for the City's Fire Department (the "Services'.
1.2 The Services shall be performed by Consultant in a professional mariner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSLU TANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws aad regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF Cfl'Y
3.1 City designates Fire Chief Rich Sessler, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
Instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4-- PERFORMANCE OF SERVICES
4.1 The term of this Agreement shall be for a period of one (1) year commencing as of the
Effective Date, unless terminated earlier as provided herein.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
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ARTICLE 5 — PAYhMNTS TO CONS1Jr TgNT
5.1 Compensation:
Total compensation for Consultant's performance of the Services shall be in the amount of
one thousand three hundred and seventy-five dollars ($1,375.00). City shall pay Consultant
in accordance with Exhibit "C," titled "Fee Schedule Title" which is attached hereto and
incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services perforated during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services wereperformed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY:
Jeanne Donaldson
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
idonaldson@oityoftediands.org
Phone: (909) 798-7531
CONSULTANT:
Scott Bergeron
President
PSTrax
5837 S. Gallup St., Suite 140
Littleton, CO 80120
info@psu=.com
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6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amountthat meets
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statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "C ,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
1�. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF MUE EST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its dudes hereunder, no person having any such interest shall perform
any Services under this Agreement.
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7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to aplan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — QMMR& CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account only,
and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
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whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed S ervices,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
termination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a prorata basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF DLANDS
By:
� f 1
rles Duggan, City Manager
ATTEST:
Jka_uWe Donaldson, City Clerk
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PSTrax
EXHIBIT "A"
SCOPE OF SERVICES
1. LICENSED MODULES. Consultant is a hosted "software as a service" that consists of several
modules. This Agreement grants City a license to use one or more of the modules. City has
selected the modules it wants to license: Modules & Pricing, City has the right to use the modules
for the duration this Agreement remains in effect.
2. ADDITIONAL MODULES. City 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, Consultant will honor any previous pricing that was provided.
3. USER LICENSES. Consultant does not limit the numbers of users in the system. City may add as
many users as needed. Each user in the Consultant's PSTrax system will have a unique login and
password and role -based security so= for each module.
4. 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. C ity's
initial scope of work is detailed in Exhibit A: Modules & Pricing.
5. SCOPE OF WORK INCREASES & ANNUAL AUDIT. City is able to add stations, vehicles or
managed locations into the system at any time throughout the year. Before each anniversary date,
Consultant will perform an audit of City'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. Consultant shall notify City about any additional
charges due to scope of work increases.
6. ANNUAL INCREASE. Software license fees may be subject to an annual price increase to
account for additional system functionality, cost of business, and inflation. Except for Section 3 —
Auto Renewal and Section 8 - Scope of Work Increases, the annual increase to the per -unit
pricing will not exceed nine (9) percent compared to the previous year's per -unit pricing unless
otherwise specified in this Agreement. City shall receive written notice of any price increase at
least 45 days prior to its renewal date.
7. IMPLEMENTATION. Consultant shall be responsible for managing the implementation of the
modules licensed by City. This includes set up of the modules, organizing documents provided by
City, configuring modules to City's requirements, importing City's data, admin training, and
assisting with go -live, Consultant 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.
City shall provide its existing documentation to Consultant in a timely manner. City shall have
the opportunity to review and approve the modules prior to go -live,
8, ONGOING CHANGES & SUPPORT. As part of City's annual software license fees, Consultant
shall provide unlimited ongoing changes and support to City including configuration, training,
technical support and adjustments for the licensed modules.
9. TRAVEL. Consultant shall conduct all implementation, training and support meetings with City
virtually using a video conferenoing service. Travel is not anticipated and is not included in the
pricing provided. Any travel requested by City shall be invoiced separately. Consultant shall have
City approve all travel requests in writing prior to purchasing.
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10. CHANGES TO PLATFORM. PSTrax system is a multi -tenant platform. Consultant 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 Consultant's products or services to its customers, the
competitive strength of, or market for, Consultant's products or services, the modules' cost
efficiency or performance, or to comply with applicable law.
1 I. DATA OWNERSHIP & RETENTION. City owns its data stored in PSTmx system under all
circumstances. City may export its data at any time using the front-end user interface. Upon
request, Consultant will provide City a copy of its data in digital format. City may request a copy
of its data while this Agreement remains in effect, and up to 36 months after the termination of
this Agreement. Consultant shall retain City's data for at least 36 months after the termination of
this Agreement, unless City requests otherwise,
12. HOSTING SERVICES. The PSTrax system is hosted by Amazon Web Services — or a
comparable top -tier hosting services provider — and uses commercially reasonable measures to
maintain the security, stability and availability of the service. Consultant 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
intemrption of service resulting from the hosting services. Consultant shall use commercially
reasonable efforts to resume performance as soon as practicable under the circumstances.
13, FORCE MAJEURE. Consultant 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. Consultant shall use commercially reasonable efforts to resume'
performance as soon as practicable under the circumstances.
14. COMPLIANCE. City is responsible for ensuring that its checks and inspections being
documented in PSTrax system 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).
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EXHIBIT 'B"
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.
Rrolied Substance 11 Managed Containers + $125.00� $1,3
odes: AT 261, Backups Backup2, IIIIf
Iys offlm master Suppty. ME 261,
262, ME 263, ME 264, M5 7.Ga, Mi 26 i
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0 Vehicles
$70.00
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�StaUon..,_.,
Stations) Buildings l
_..,..._. $7561
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0 Stations/Buildings
$70.00
$0.00'
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.._. __ $70.001
$0001
Ctitical Asset
0 Stadons/Buildings
370A0
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Isuppiies
1 _ g stations) Buildings I
90.00�
ti0100
Controlled Substance
0 Managed Containers
$50.00
$0.00'
$0.00�
Total Annual (U5D):
$1,375.00
* Annual fees Total does Nor include any omorthted one-time implementotlon fees orpricing adjustments resulting
from the agreement terms such as annual CPI adjustments or scope of work increases.
"Stations/9ui/dings is the pricing metric to determine agency size.
Other Special Instructions: None
PS►»TRAX
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EXHIBIT C
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon famishing proof satisfactory to the Director
of industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
I' • U
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
�/ I affum that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. however, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
PSTrax
By Apt+ - _ Date: 2 - / 7 k2023
Scottr eron, President
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