Loading...
HomeMy WebLinkAbout25H - AGMT - SMARTCOVER SYSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 20, 2018 TITLE: AGREEMENT WITH SMARTCOVER SYSTEMS FOR REMOTE ALARM MONITORING AND MANAGEMENT SERVICES {STRATEGIC PLAN NO. 6, 1C} CITVMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2"e Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with SmartCover Systems, to provide real-time, two-way wireless communication and continuous remote alarm monitoring management services, for the three-year period beginning November 20, 2018, and expiring on November 19, 2021, with a provision for one two-year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $125,000 annually, for a total agreement amount not to exceed $625,000, including the renewal option, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana sanitary sewer system is comprised of approximately 390 miles of sewer mains, 2 sewer lift stations, 48,500 sewer laterals, and 8,000 sewer manholes that collectively convey all sewer effluent from the City to the Orange County Sanitation District system. In accordance with the City's Sewer System Management Plan and the State Water Resources Control Board's Waste Discharge Requirements, the City must inspect, assess, and maintain the sanitary sewer system in good repair and have programs in place to prevent or minimize the occurrence of sanitary sewer overflows. In 2010, the City initiated a pilot program for the deployment of sewer level monitoring field devices called SmartCovers. The initial procurement of five SmartCovers was processed by City's Purchasing Division through a Purchase Order. The SmartCover® technology developed by SmartCover Systems, is a state-of-the-art, proprietary system used to identify sewer flow level surges inside sewer manholes and identify sewer system backups. The system uses real-time continuous data transmitted through two-way wireless remote sensors which can be viewed in a web -based interface and provides staff with immediate notification of sewer flow level rises via emails and text messages. To date, the system has proven to be reliable and has alerted staff of 278 sewer flow backups, allowing staff to perform emergency maintenance and, thereby, prevent sewer overflows onto streets, sidewalks, public right-of-way, private property and potentially open bodies of water. The proposed agreement allows for the continued monitoring and maintenance of existing 25H-1 Agreement with Smartcover Systems, for Remote Alarm Monitoring and Management Services November 20, 2018 Page 2 SmartCover® units as well as the acquisition of additional units. The additional units will be deployed at strategic locations throughout the City as identified by staff. Staff recommends awarding a contract to SmartCover Systems, for continued use and expansion of the technology and sensors in the field. The SmartCover® technology has successfully provided remote alarm management services to the City, and the firm has the resources and experience to continue the required level of service. The SmartCover® system has been effective and has enhanced the City's ability to comply with the State's Wastewater Discharge Requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACTS There is no environmental impact associated with this action. FISCAL IMPACT Funds are available in the Sanitary Sewer Service account (No. 05617640-62300) and will be budgeted in subsequent fiscal years. Funds will be spent according to the estimated spending plan below. FISCAL - AMOUNT FY 2018/19 (November— June) $100,000 FY 2019/20 (July — June) $150,000 FY2020/21 (July—June) $125,000 FY 2021/22 (July — June) $125,000 FY 2022/23 (July — June) $117,500 FY 2023/24 (July — November) $ 7,500 TOTAL: $625,000 If renewal option is exercised Fuad S. Sweiss, PE, PLS Executi a Director Public VTorks Agency Exhibit 1: Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Dow s, CPA Executive Director Finance and Management Services Agency 25H-2 AGREEMENT TO PROVIDE SEWER ALARM MONITORING AND MANAGEMENT SERVICES THIS AGREEMENT is made and entered into this 20th day of November, 2018 by and between SmartCover Systems; Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City has previously purchased and installed sewer level monitoring devices and technology known as "SmartCover" from SmartCover Systems, Inc. ("Contractor"). This system is designed to provide an alerting system for sewer systems overflow and encroachment. B. The City desires to purchase from Contractor additional monitoring and management services and other related components. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual 'sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $125,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Exhibit 1 Page 1 of 8 25H-3 3. TERM This Agreement shall commence on the date first written above and terminate on November 19, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 2 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data, Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City, City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 �5H-4 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. Page 3 of 8 25H-5 i C. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expendedprior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. The above indemnity shall be limited to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. In no event shall the cost to defend charged to Contractor exceed Contractor's proportionate percentage of fault. 9. INTELLECTUAL PROPERTY INDEiMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and Page 4 of 8 25H-6 invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) Page 5 of 8 25H-7 P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Contractor: SmartCover Systems, Inc. 2067 Wineridge Place, Suite E Escondido, CA 92029 Attn: Greg Quist, President/CEO A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not Page 6 of 8 25H-8 similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City s use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement, 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of Califon -iia. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 8 25H-9 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: JE�— Jqo M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, P Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR Name: Title: Page 8 of 8 25H-10 EXHIBIT SMARTCO V ISP' SYSTams- ems; TURNING YOUR DATA INTO DECISIONS' - Comprehensive Monitoring Service Program Proposal Prepared for: City of Santa Ana Attention: Alex Reyes & Kathia Reyes Offered by: SmartCover® Systems" Proposal Date: October 25, 2018 Quote Valid: 60 days Presented by: Eric Van Cleave Sales Engineer 760.224.9526 eveleave@smarteoversystems.com Hadronex Inc, dba SmartCovera Systems'" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com vemlon25102018 Page 1 of 9 25H-11 S1/IA TIMOV51Z' $ EXHIBITA SYS"ralms- TURNING YOUR DATA INTO DECISIONS'- •i� The award-winning SmartCover monitoring system is a completely self-contained, turn -key solution developed specifically for the water and wastewater industry in close collaboration with industry leaders. The SmartCover system was built to solve Industry problems at high value and low burden. Providing completely reliable two-way wireless communications, the patented SmartCover system provides real-time continuous remote sensing, user -definable alarm settings, an easy- to-use web -based interface, and long and short-term data collection and analysis. Built to operate at sites that are environmentally difficult, have no power or communications, the SmartCover provides "instant infrastructure". It can operate virtually anywhere in the world, installs in minutes and is on-line and ready for you immediately. • Uninterrupted Monitoring from Any Location Through Battery Operation and Satellite Communication. • Ongoing Data Capture and Transmission for Analysis. • Highly Secure and Easy -To -Use Web Browser Viewing. • User -Defined, on the Fly Parameter Selections. • Easy, Fast Installation with Minimum Maintenance Required. 6W!SmaiwAL V'PGWc System Status Alerts and Alarms and Trends SmartLevelTm enables receipt of vital information including low & high-level alarms to prevent SSO/CSO. With user -defined alarm settings, the system tells of users of water levels and communicates them to assigned personnel via email or text. Users are informed of the system's operating status so maintenance can be planned well in advance. a ln1I ns:ur. SmartLevelTm can be used in various applications including: • Wastewater Collection Systems • Storm Water Systems • Raw Water Conveyance Systems • Any Open Water Channel • Water Tanks • Canals • Weirs • Vault Hadronex Inc, dba SmartCover® Systems'" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com version 25102019 Page 2 of 9 25H-12 EXHIBITA SiMAF:RTCOVCrR* SYST51AS- mminoYDUR DArAwro DEas1oNs- Pricina - Current Systems — 5 Year Service Plan November 20. 2018 — June 31. 2023 Monthly Months Annual Fee - Units Year Annual Date of Invoice Equivalent Each Cost Cost Net 45 $78 7 $626 67 1 $41,942 11/20/2018 $78 12 $936 78 2 $73,008 7/1/2019 $78 12 $936 78 3 $73,008 7/1/2020 $78 12 $936 78 4 $73,008 7/1/2021 $78 12 $936 78 5 $73,008 7/1/2022 SmartCover Systems will provide: 1. PowerPack replacement as needed. 2. Parts (E -Box, Antenna, DSM, Brackets, Install Kits, adhesive, butyl tape) replacement as needed. 3. Labor for battery swaps, trouble shooting, and repair 4. Data Services continuously 24/7. 5. Data Analysis and graphing continuously 24/7. 6. Data storage unlimited. 7. Alerts, maintenance status reports, low power and communication issues unlimited - notifications. 8. Advisories, SmartTrend for level rise or fall unlimited notifications. 9. Alarms, both low level and high level unlimited notifications. 10. Relocation costs are not included. Traditional Costs - Comparison Purpose Only Monthly Months Annual Fee per Units Annual Number Total 5 Years Equivalent each Cost Yrs $80.16 12 $962 1 67 $64,454 5 $322,270 • Does Not Include Labor Hadronex Inc, dba SmartCover® Systems"' 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smarteoversystems.com version 25102018 Page 3 of 9 25H-13 EXIIIBITA MMARwr=VaR➢ TURNING YOUR DATA INTO DECISIONS" Definitions offSriiartCover,Com' 'onenfs,and:Seriiices�"', ?`, � "° :` ,,,.; _ •,, 1. Active Site Management - means two-way unlimited wireless digital communications to and from the SmartCover@ Units and all of the other services outlined in "Appendix A° attached hereto. 2. Antenna - means that part of the SmartCoverO Unit that provides the means for the two-way communication between the SmartCover@) Unit and a satellite wireless data system. 3. E -Box - means that part of the SmartCover@ Unit that provides the communication and electronic functions of the SmartCover@) Unit. 4. PowerPack - means the power source part of the SmartCover@) Unit. 5. DSM — (Distance Sensing Module) means that part of the SmartCover@ Unit that measures water level via ultrasonic measurement. 6. SmartCover@ Unit - means the SmartCover@) product, including E -Box, PowerPack, mounting bracket, Antenna and Antenna mount, as installed for proper operation at a customer location, which, by way of example, may include a manhole, lift station, hatch, or other entrance to an enclosed or partially enclosed space. w4. Me—r.Hr rs Ungtie�Ch"aracterlstres� 1. The system shall provide continuous, real time monitoring of either water flow or water level in manholes, lift stations and related wastewater structures. The system shall have the capability of providing flow data as well as level data using a web -based software interface to access either. 2. The data shall be acquired from remote monitoring sites, via a low earth orbit satellite communication system and delivered to redundant, secure servers with 2048 -bit encryption and where data is then accessed via the cloud on any web browser device. 3. The monitoring system type shall have active installations at more than 100 other public agencies in the United States. The monitoring systems type shall cumulatively have in excess of 150,000,000 operating hours of field unit operational experience. 4. The system remote field units shall monitor water levels at a rate of at least 10 times per hour, report hourly unless there is an alarm, and have the ability to remotely and wirelessly change this rate. Alarms shall be reported, when sensing thresholds are exceeded, in nominal conditions, within 20 seconds of detection. 5. The field sensing units shall be capable of surviving immersion in sewage water at depth of 6 feet for at least 30 minutes. 6. The field sensing units shall be designed to be easily mounted to manhole covers and may be installed to avoid confined space entry as defined by OHSA 1910.146. 7. The field sensing units shall provide periodic health messages Indicating the proper operating parameters of the field sensing unit. 8. The system will be stand-alone and require no additional sensors, communications, power, analysis, database storage, or user interface other than that provided Intrinsically by the system itself. 9. The system will contain 2 ball sensors that detect tilt and immediately send an alarm upon the opening of the hatch or manhole cover. 10. Multiple sensors shall be supportable simultaneously by the system. 11. The Sewer Monitoring System shall be manufactured by SmartCover Systems. Hadronex Inc, dba SmartCover° Systems" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com version 25102018 Page 4 of 9 25H-14 EXHIBIT S1 AFR 1 (=®V aFR0 SYSMralms" TURNING YOUR DATA INTO DECISIONS' - Terms & Conditions — Comprehensive 5 Year 1. Payment: Net 45. 2. Payments may be made in 5 annual installments. 3. Each payment is made 12 months in advance. 4. Returns: are accepted with a valid Return Material Authorization (RMA) number only. Contact Customer Service for an RMA number. Mutual Hold Harmless SmartCover Systems agreed to substitute City of Santa Ana's Modified Indemnification (Section 8 in City Agreement). Loss of Communications Customer acknowledges that SCS is not responsible for the loss of wireless communication or Internet communications or any communications used in the operation of this system. Advisory Only The SmartCover® System' is an advisory service only. As such, SCS and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the Installation or operation of the system, Including without limitation, equipment failure, or any consequential damages caused by, or resulting from, the use or installation of the SmartCover® system. Limited Warranty The equipment components of the SmartCover® System"' are warranted free from material defects of material and workmanship fora period of one yearfrom the date of installation. Unless otherwise stated, the SCS warranty herein is a parts -only warranty. Should the Customer discover any condition that might invoke a warranty claim, they are to expeditiously and without delay notify the SCS Technical Services group. Upon notification, SCS will assess and instruct the user on follow-on actions. Should a component fail as a result of a defect in material or workmanship, SCS will replace the component or repair it at the SCS location. For all valid warranty claims, as determined by SCS, reasonable freight charges to and from Customer shall be paid by SCS. In all cases, SCS shall determine the shipping method and/or carrier unless otherwise agreed to in writing by Customer and SCS. Upon approval of a warranty failure by SCS, SCS will either repair or replace the defective component at SCS' sole discretion. The foregoing warranty is exclusive. Repair or replacement In the manner provided above shall be the sole and exclusive remedy for breach of warranty and shall constitute fulfillment of all liabilities of SCS with respect to the quality and performance of the products. This warranty does not cover damage or repairs or replacements by any cause beyond the control of SCS, Including acts of nature, Improper use, lack of proper maintenance, vandalism, or unauthorized repair. SCS shall not be liable for any actual, exemplary, indirect or consequential damages, including damages for loss of goodwill or profits and/or losses, that stem from a failure or malfunction of the SmartCover® System'". SmartCoverO Systems"' does not provide traffic control. Customer must provide traffic control for Installation and servicing of all units. Hadronex Inc, dba SmartCover" Systems'" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com version 251 D201 Page 5 of 9 25H-15 SiMArFRT1=DVaR9 EXHIBIT S11JS ra1NAS- TURNING YOUR DATA INTO DECISIONS- 0% Active Site Management (ASM) is a comprehensive support service for the SmartCoverO ' System'". It includes software support, satellite connectivity and ongoing technical support with these elements described below. It is an annual, per site service provided by SmartCoverl System' (SCS). ASM includes but is not limited to: 1. Wireless Communications Connectivity—Access to the two-way, wireless satellite network. 2. Website Hosting- Set-up and ongoing hosting of all software and unlimited customer data. All data is owned by the customer, and can be downloaded directly from the customer website 24/7. 3. Website Maintenance — SCS maintains the secure servers on which your website resides, This includes periodic upgrades to the website. 4. Website / Software Features- SCS provides new features and tools at no charge Including improved analytical tools, graphical tools and new reports. 5. Standard Reports — SCS will assist each customer in the preparation of reports for management or regulators if requested. 6. Technical Telephone/Email Support - The SCS Customer Service Team provides support 7am to 5 pm PST. Additional assistance from local representatives is also available. After hours support is available on an as -needed basis. Contact SCS Escondido for details. 7. Alarm Processing — SCS maintains the infrastructure of the alarm contact system. SCS sends alarm notifications every 5 minutes during an event. The SmartCover includes high- level and low-level alarms that are set by the customer. 8. Management Oversight a. SCS sends automatic notifications for Alarms, Advisories and Alerts. b. SCS automatically monitors the proper operation of all installed systems including battery voltage, the radio signal strength and the communication to and from the systems. c. SCS coordinates the appropriate service to repair your system with you or your local service agent or dealer. Please call our main number below. d. Please note: The customer is responsible for acknowledging and responding to all notifications (Alerts, Advisories, and Alarms). Included Free of Charge 1. SmartTrendTA° - SmartTrendTI analytical tool automatically scans each site to assess data trends and changes in water level patterns. Should there be an "anomaly", SmartTrend sends users an Advisory email message. This gives users the most advanced predictive method available to identify potential issues such as SSO days or weeks before they occur. SmartTrend reports are available to you 24 hours a day on the customer website. 2. Multigraph tool — Allows simultaneous viewing of up to 5 SmartCover or SmartRain sites for easy viewing of I & I, and level status. 3. Product Improvements - The SmartCover® is continuously improving, adding new features and functions. SCS often uses customer Input to add features. Product improvements are backwards compatible to existing hardware and software. Hadronex Inc, dba SmartCover® Systems" 2067 Winerldge Place, Suite E, Escondido, CA, 92029 (760) 291-1980 www.smartcoversystems.com version 25102018 Page 6 of 9 25H-16 SMARTCOVaRo EXHIBIT SYSTams- TURNING YOUR DATA INTO DECISIONS'' 0 SmartLevel Systems Quote Prepared for: City of Santa Ana Attention: Alex Reyes & Kathia Reyes Offered by: SmartCover® Systems" Proposal Date: October 25, 2018 Quote Valid: 30 days Presented by: Eric Van Cleave Sales Engineer 760.224.9526 eveleave@smartcoversystems.com Hadronex Inc, dba SmartCoverO Systems' 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com version 25102018 Page 7 of 9 25H-17 SiViAr-'=0VaR0 EXHIBITA SI7.YSMrams- TURNING YOUR DATA INTO DECISIONS - New Systems Part Number Description 1 Unit 5 Units SmartLevefa System Components • E -Box System Control with onboard computer, modem, digital radio; fully potted and IP -68 rated. • Distance Sensing Module (DSM) with 4' to 79" sensor range, with 15' cable. SC-O•S•15 • PowerPack"- lithium thionyl chloride battery with $17,380 high power density. $3,985 • E-SquareTM antenna, Including antenna and ($3,476 Each) Installation kit. Mounting bracket kit- three-part amounting bracket set made of heavy gauge, hard -anodized aluminum; includes all mounting hardware. ONE (1) Year, System Parts -Only Warranty System Parts Limited Parts -Only Warranty on all SmartCover® Included Included Warranty System � hardware. • See Warranty Statement for complete details PowerPackTM ONE (1) Year, PowerPack Warranty Included Included Warrant Limited Parts -Only Warranty on the PowerPackTM' Active Site Management (ASM), One -Year. Comprehensive support services Including: • Software subscription with unlimited number of users accessed with secure user name and password • Complete maintenance of all cloud based software • Regular feature updates and upgrades Including the ASM-SCIall new SmartTrendm. • Hosting of data storage — unlimited data storage $364 $1,820 • Iridium Satellite connectivity service with bi-directional communication. • Advisories, Maintenance Alerts and Alarms Issued to customer defined personnel via email and/or text message Ongoing technical support via phone or online. Installation Installation labor completed by trained SmartCover $ 300 $1,500 Labor tech. Tax Tax for City of Santa Ana — 7.75% $308.84 $1,346.95 Shipping in Shipping and Handling $43 $151 Ground shipment FOB Escondido, CA TOTAL $5,000.84 $22,197.95 • SmartCover Systems will honor the unit price, $3,476 Each, for part number 'SC -Q -S- 15' throughout the 5 Year Contract. There will be a minimum order quantity of'5' units to honor this price. See "New Systems" table above. • SmartCover Systems will honor the ongoing costs, $78 Monthly Equivalent, after each new purchase throughout the 5 Year Contract. The ongoing costs will begin after year one of each initial purchase. See "Ongoing Costs" table below. Hadronex Inc, dba SmartCoverO Systems'" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760) 291-1980 www.smartcoversystems.com version 25102018 Page 8 of 9 25H-18 EXHIBITA SYSTC1As" TURNING YOUR DATA INTO DECISIONS" Delivery New Systems 1. Standard: Six (6) weeks upon receipt of a Purchase Order and with receipt of complete engineering and site information from the customer as requested. 2. All customers will be notified of the shipment date upon Order Acknowledgement. 3. Actual availability may vary depending on total demand. 4. The "Standard Six (6) weeks" is not a guarantee but a good faith estimate. It is strongly recommended that an order be placed as early as possible. Reasonable efforts will be made to provide earlier delivery if requested. 5. Orders for systems will not be processed without a valid purchase order. Standard Terms and Conditions 1. Payment: Net 45 2. Payments may be made in 4 annual installments. 3. Each payment is made 12 months in advance. 4. Returns: are accepted with a valid Return Material Authorization (RMA) number only. Contact Customer Service for an RMA number. Monthly Annual Annual Equivalent Months Fee - Units Cost Years Total 4 Years Each $78 12 $936 5 $4,680 4 $18,720 SmartCover Systems will provide: 11. PowerPack replacement as needed. 12. Parts (E -Box, Antenna, DSM, Brackets, Install Kits, adhesive, butyl tape) replacement as needed. 13. Labor for battery swaps, trouble shooting, and repair 14. Data Services continuously 2417. 15. Data Analysis and graphing continuously 2417. 16. Data storage unlimited. 17. Alerts, maintenance status reports, low power and communication issues unlimited notifications. 18. Advisories, SmartTrend for level rise or fall unlimited notifications. 19. Alarms, both low level and high level unlimited notifications. 20. Relocation costs are not included. Hadronex Inc, dba SmartCover® Systems" 2067 Wineridge Place, Suite E, Escondido, CA, 92029 (760)291-1980 www.smartcoversystems.com vemion25102018 Page 9 of 9 25H-19 25H-20