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HomeMy WebLinkAboutHADRONEX, INC. -2013.^- City of.Santa Ana `a Clerk of the Council coT o nice u: AGREEMENT TERMINATION FORM Y Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. . Note: If your agreement is grant related, please ensure that all grant retention requirements i have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No n Return form to the Clerk of the Council Office (M-30). Call 647-7520 if you have any questions. The agreement with No. Pt - 2013 • lwc f was completed on (a/3,�p J i-i and final payment has been made. (List all amendments. Use space below if needed.) Department: PLJB ,tc we S Phone/Ext.: I `1 Signature: Date: �f I 1-4. Revised: 10-18-16 iNRURANCF 011 F111 WORK MAY PROCEED A- 2013 -164 t1N`rlL IN RAN E EXPIR S CLERK OF COROT w s DATE ��-�� t -� LICENSE AND WARRANTY AGREEMENT THIS AGREEMENT, made and entered into this 21"day of October, 2013 by and between Hadronex Incorporated, a California corporation, (hereinafter "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 (hereinafter "City "). b RECITALS ' A. Contractor manufactures and installs the Hadronex. Sa'nartCover Monitoring and Alarm System (hereinafter "SmartCover "), designed to provide an alerting system for sewer systems overflow { 4 and encroachment. 13. City has purchased and installed SmartCover equipment provided by Hadronex and now desires to purchase SmartCover site monitoring services. C. Contractor represents that it is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Contractor represents that it is luiowledgeable 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 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 provide active site monitoring services for all terrestrial and satellite SmartCovers installed in the City of Santa Ana, as set forth in Exhibit A, attached hereto and incorporated by this reference. Contractor will provide and install additional SmartCovers, at the request of City and at the prices set forth in Exhibit A. During the term of this Agreement, City shall retain the option to purchase extended warranty services for all SmartCovers installed in the City, at the warranty rates set forth in Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified. in Exhibit A. The total sum to be expended under this Agreement shall not exceed $73,000, annually, during the term of this Agreement. b. Payment by City shall be made within thirty (30) 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 which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 11, below. The City is hereby granted the option to extend the term for up to three additional one -year periods, by a writing executed by the City Manager and the City Attorney. 4. 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. 5. INSURANCE Prior to undertaking performance of work render 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. Consultant shall maintain commercial general liability insurance which 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 Consultant'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 and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory 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 provisions at Section 3700 of the 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 in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish 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 effect Contractor's right to be paid for its time and materials expended prior 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. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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 direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services provided pursuant to this Agreement. Contractor's liability for claims arising in relation to monitoring services provided pursuant to this Agreement, whether in contract, tort or otherwise, shall not exceed the amount of fees paid by City to Contractor under this Agreement during the twelve months preceding the claim. In no event shall Contractor be liable for any loss of business profits, consequential or indirect damages arising from the negligence of Contractor in providing monitoring services pursuant to tbis Agreement. This limitation does not apply to liability arising from the installation or maintenance of the equipment provided pursuant to this Agreement. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 8. 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 telefacsimile 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 With courtesy copies to: Public Works Agency — Water Resources City of Santa Ana 220 South Daisy (M -85) Santa Ana, California 92703 Fax 714- 647 -3345 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Contractor: Hadronex Incorporated Frani Holtz 381 Engel Street Escondido, California 92029 Fax 760- 291 -1982 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 telefacshnile, 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 time frames, weekends, federal, state, County or City holidays shall be excluded. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 nor 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. 10. 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 consultants retained by City. 11. TERMINATION This Agreement may be terminated by either party 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. However, payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 12. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. 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 California. 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. 14. 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. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indeanify 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 Attoryey By: e La atSbeedy Assistant City Attorney EDWIN "WILLIAM" Acting Executive Dire Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager HADRONEXINCORPORATED VAL: P.E. DAVID A. I President EXHIBIT A SCOPE OF SERVICES SMARTCOVER® QUOTATION For City of Santa Ana Monday, October 07, 2013 QUOTATION 1-4AGrTOP7L°J{ Hadronex Price List Part # Item or Kit Price Annual Active Site Monitoring Fee, Terrestrial $300.00 Annual Active Site Monitoring Fee, Satellite $364.00 Annual Power Service $225.00 1041K KITS $258.00 1001K Complete SmartCover Field Unit - Terrestrial $3,071.00 10021K Complete SmartCover Field Unit - Satellite $3,571.00 1011K Installation Kit- Terrestrial $258.00 1021K Installation Kit - Satellite $273.00 1031K DSM Exchange Kit $445.00 1041K Terrestrial Relocation Kit $258.00 1051K Satellite Relocation Kit $273.00 1061K Satellite Upgrade Kit 52.1 $2,482.00 1071K Non - Returned Stache Software Upgrade Unit $716.41 1081K Mountable NEMA4X Engineered Enclosure $350.00 1091K NEMA4X Enclosure - Satellite Unit Installed $4,569.93 2 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 PARTS 2001 Terrestrial EBox Only $1,817.00 2002 Satellite EBox Only $2,317.00 2003 V4.0 PowerPack $225.00 2004 Short Range DSM $930.00 2013 Long Range DSM $1,279.00 2005 Botton Bracket, Mach Mount, Inverse Flap $49.50 2006 Bottom Bracket, Mech Mount, Flat $49.50 2007 Top Bracket - Small Format (Terrestrial) $49.50 2008 Top Bracket - Large Format (Satellite) $49.50 2009 D -Flat Antenna Only (Terrestrial) $189.00 2010 D -Flat Minor Antenna Only (Satellite) $239.00 2011 Extra Mounting Glue (two -part) $84.98 2012 Extra Mounting Glue Mixing Tips $4.15 2013 2 -Part Glue Gun $132.91 2 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 E- ra ®FeonCM 5 Labor Option for Extended Warranty 21 $400 ea $8,400 /year TOTAL WITHOUT LABOR OPTION $14,839 TOTAL WITH LABOR OPTION $23,239 Pricing Notes: 1. Shipping is included in the price. 2. Warranty Labor is included for the first year. Ongoing Annual Costs Active Site Monitoring (ASM) $364 per unit per year Power Pack Replacement $225 per unit as needed EXTENDED WARRANTY OPTIONS Warranty Period (Years) — circle one 1 2 3 4 5 • Warranty price will be $315/$399 year plus local CPI as applicable over the Warranty Period. Choosing a longer Warranty Period locks in this price over the period of Warranty. Prices may change in subsequent years. • Annual invoicing for Warranty coverage will occur approximately 60 days prior to start of annual period of warranty coverage. Extended Warranty Services The Standard Extended Warranty covers the following product components: 1. SmartCovero E- Box 2. Distance Sensing Module (DSM) 3. Antenna 4. Bracket Hadronex shall warrant the items listed above to be free from material defects inmaterial and workmanship for the duration of the warranty period shown above. The PowerPack warranty is independent of this Extended Warranty. The SmartCover® PowerPack is a consumable item and requires annual replacement. New SmartCover® Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 f-u. =M9=nff,{ PowerPacks carry their own 12 -month warranty for defects in material and workmanship. Should a component fail as a result of a defect in material or workmanship, Hadronex will replace the component or repair it at the Hadronex location. For all valid warranty claims, Hadronex shall pay freight charges to and from the customer. To be eligible for warranty replacement, the following procedures shall be followed: 1. When a component fails or failure is expected, the Customer contacts Hadronex. 2. Based upon the information gathered, Hadronex may authorize hardware replacement. 3. If hardware replacement is authorized, the old component is returned to Hadronex for evaluation and warranty determination. 4. Upon confirmation of a valid warranty claim, Hadronex will authorize the Customer to keep the replacement component. No further action is required. 5. If, after evaluation by Hadronex, the component failure is not due to a material defect in material or workmanship, the Customer will be invoiced for the component and related freight charges. Determination of warranty coverage shall be at the sole discretion of Hadronex. Extended Warranty Services Including Labor Hadronex will provide field service to perform Extended Warranty work. Labor required performing work outside of Standard Extended Warranty support is not covered by this Warranty. THIS EXTENDED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY COVERING THE PRODUCTS NOTED ABOVE. HADRONEX DISCLAIMS ANY / s1�uAN4101ia4: a4TWASzu011il : ":*/a:I* *Kel7PI711I:4 THIS EXTENDED WARRANTY DOES NOT COVER DAMAGE OR REPAIRS OR REPLACEMENTS BY ANY CAUSE BEYOND THE CONTROL OF HADRONEX, INCLUDING ACTS OF NATURE, IMPROPER USE, LACK OF PRIOR MAINTENANCE OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS EXTENDED WARRANTY IS THE EXCLUSIVE REMEDY OF CUSTOMER. HADRONEX SHALL NOT BE Hadronex Ine. 381 Engel Sheet, Escondido, CA, 92026 HAOTOP7ZJ{ LIABLE FOR ANY ACTUAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF GOODWILL OR PROFITS AND /OR LOSSES FROM ANY CAUSE WHATSOEVER, EVEN IF HADRONEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SECTION 2. PRODUCT DESCRIPTION Each SmartCovero -S Unit includes the following: • one (1) SmartCovero -S Electronics Unit (E Box) • one (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • one (1) Communications antenna specifically designed for the service. • one (1) SmartCovee PowerPackTM Item Descriptions: E -Box — The E -Box is an ABS plastic case that contains the satellite radio, computer and other power supply and signal processing components. It is fully potted and can be completely submerged in water and shock tested to 10 G's. The E -Box meets IP -68 environmental standards. Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 1- 1AMPFC7r1hW_K PowerPackTM - A urethane coated pack of Lithium Thionyl Chloride primary batteries that will last at least one year and generally longer under normal operating conditions. Powerpacks have a 10 year shelf life. I PnwwrPnrkTM Distance Sensing Module (DSM) - The ultrasonic distance sensor is encased in ABS plastic and is fully potted with IP -68 environmental rating. Sensor is self - calibrating and completely water - proof. Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 1-4A=PTC7r'7W.,K E- SauareTM Antenna - A new version of the satellite antenna, the E-Series antenna is traffic rated and constructed for high traffic situations. The "E-SquareTM" is a road- reflector based antenna appropriate for all areas EXCEPT those subject to snowplows. Mounting Bracket - The mounding bracket is made of anodized aluminum. It houses all components described above except the DSM. The bracket is a sturdy assembly designed to protect the components from harm. Unit installed on underside of manhole cover. Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 e-f =PTC2naff,< SECTION 3. DESCRIPTION OF THE SATELLITE COMMUNICATION SYSTEM The SmartCover® communication system is unique in that it does not use GSM, GPRS or any other cell phone based system to communicate from the manhole location. SmartCovero uses the highly reliable Iridium satellite system as the communications backbone. Iridium is a state of the art system of 66 Low Earth Orbiting (LEO) satellites with 6 orbiting spares. This satellite system has many years of reliable experience. The SmartCovero system uses 2048 bit encrypted servers stored in a climate controlled and secure facility. The servers are redundant and have an emergency power supply to prevent any interruptions. The Hadronex Secure Servers store historical Communication, Data Storage, and Data Access information, available through any web server via encrypted data and send notifications directly to you. Being a web or cloud based system; data is available at all times through any computer via access to the internet. IT IS NOT NECESSARY FOR THE CITY OF SANTA ANA TO PURCHASE ANY SPECIAL COMPUTER PROGRAMS. Iridium Satellite Constellation Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 I—f,A M9=r7W.K As seen below, the SmartCover® communicates directly to an orbiting satellite. The communications signal is then sent to earth link stations of Iridium and then to Hadronex secure servers. Alarm signals are subsequently sent to the City of Santa Ana via cell phone, Smart Phone, digital pager and to computers via the internet. Should you want the alarms sent to a central control room, it can easily be accommodated. This communication system also operates in reverse. If the City of Santa Ana wishes to change the alarm distance it is done via the City of Santa Ana management page on the secure City of Santa Ana web page. This is then sent to the Hadronex servers and through the Iridium system down to the unit attached to the manhole cover. There is never a need to go to the site to make any of these changes. The units can also be turned on and off by this same method. MTERNET -� SmartCover° communications system 10 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 HAOROP7o){ System Operations The SmartCovero system works by taking a distance measurement every 6 minutes using the DSM (ultrasonic sensor). If the water is below the alarm level, the SmartCovere logs every other distance reading and sends it to the historical server every hour for long term trending. If the water level is above the alarm level, an alarm notification is sent directly to the users. It is a 24 hour a day, 7 day a week system. Below is a typical graph from the City of Santa Ana secure web page. It can be seen that everything is normal and then there is a high water level alarm. The bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. The City of Santa Ana will receive alarms through cell phone or pagers via Short Message Service (SMS), or Smart Phones and emails via email messaging. A direct - from - satellite handheld system is available upon request for highly critical communications in case of massive power loss upon request. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND UPDATES THE DATA ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. IN THIS CASE THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. 11 lladronex Inc. 381 Engel Street, Escondido, CA, 92026 2012.05.04 13.56 - 2012-05-12 13;56 Distance from Manhole Cover Alarm Setpoint = 74 Sensor Positlon = 64 60 in 65 in ..,....,, ............ ......... ............ .. ............ ... ......... ,...,..., 70 in 75 in 80 in 85 in 90 in 45 in ....c....w..w..c..w.,�.i.�.. . °o o o °o u 5a 4R iV N PY N N N !+i N N N iV N N N N f*d N N tA H M r O kA O u% A th A O C b t *A OA © O 9 O The City of Santa Ana will receive alarms through cell phone or pagers via Short Message Service (SMS), or Smart Phones and emails via email messaging. A direct - from - satellite handheld system is available upon request for highly critical communications in case of massive power loss upon request. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND UPDATES THE DATA ON THE SERVER EVERY HOUR. IN THE EVENT OF A HIGH WATER EVENT, THE ALARM IS SENT THE NEXT TIME A LEVEL MEASUREMENT IS MADE. IN THIS CASE THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. 11 lladronex Inc. 381 Engel Street, Escondido, CA, 92026 1- /A ®F40/'Ic)i THIS TYPE OF OPERATION WOULD RESULT IN A POWERPACK LIFE OF 12 MONTHS. The basic user interface through the internet is via your secure map -based web site. A sample of this map interface is shown below. When the City of Santa Ana opens their secure web page they will see the location of every SmartCovere as shown above. There are three symbols for ease of management. GREEN — Means that everything is functioning properly, the water level is not at the alarm level and there are no other alarms. BLUE — Indicates that some maintenance action is required, for instance it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated the last time it was supposed to. 12 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 RED — Indicates that an alarm condition exists at this location. It could be high water or Intrusion. SECTION 4. INSTALLATION AND ACTIVATION INSTALLATION • Standard Installation: The SmartCovee -S unit is installed in the field at the designated location. Alternate Installation: The SmartCovero -S unit is installed on the selected cover off site and transported to the designated location. This method can minimize the need for traffic control and disruption. Installation consists of physically attaching of the SmartCovero -S unit to the cover at the designated location; alignment and on -site testing to ensure that the unit is operational prior to leaving the site. • The SmartCovero -S unit is mounted directly to the lid or hatch by the use of stainless steel hardware. • The SmartCovee -S antenna is low profile, high performance and traffic rated. Attachment of the antenna is achieved by using Mil. -spec epoxy and requires the drilling of a 3/8" hole in the cover. • City of Santa Ana will provide personnel and equipment, as appropriate for traffic control as required by local regulations and safety of field personnel. ACTIVATION After the physical installation of the SmartCovero -S unit(s), the following actions are taken to bring full functionality to the SmartCovero system. • SmartCovere -S Activation: City of Santa Ana Actions Upon receipt of a Purchase Order, Hadronex will provide the City of Santa Ana with a questionnaire to obtain the information needed to perform the SmartCovero -S service Set -Up. Proper system operation is dependent upon receipt of required information. This communication will be tested during activation phase. • SmartCover ® -S Activation: Hadronex Actions 13 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 • Creation of the City of Santa Ana private database and account on the Hadronex secure server • Web site configuration for City of Santa Ana SmartCover ® -S units and users • Initial population of the City of Santa Ana SmartCovero -S database • Registration of the SmartCovero -S unit wireless radios with the network and setting the City of Santa Ana default system operational parameters The installation and activation process typically takes one hour per unit to perform under normal conditions. ON SITE TRAINING Hadronex will provide on -site training after completion of the installation process. In addition, once on -site personnel are trained, Hadronex will be available to provide additional web site training remotely after the SmartCovere system has been installed and operational for at least a few days. SECTION 5. ACTIVE SITE MONITORING Active Site Monitoring is a per site annual service provided by Hadronex in support of your SmartCovero system. Active Site Monitoring includes but is not limited to the following support: • Wireless Communications — Access to a satellite two -way wireless network. • Technical Telephone Support - This service is offered from 8am to 5 pm local. • Alarm Processing — maintaining the infrastructure of the alarm contact system. • Web site access and maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • After Hours Support — on an as- needed basis. • Standard Reports - Hadronex will support City of Santa Ana in the preparation of these reports for management or regulators. • Custom Reports - more detailed reports than available on the web site can be provided by Hadronex upon request. • Graphic Display — Graphical User Interface available on web site is maintained and upgraded at no charge. • Management Tools - Available on web site, such as maintenance notes section. • Software Upgrades — Upgraded processing / communication software for units in the field is provided at no charge. • General Product Improvement — Creating product improvements that are backwards compatible to existing units in the field at no charge. 14 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 1--fA=Mi=r74WK Management Oversight — Hadronex monitors the proper operation of all of the units in the field. Everything from the internal health of a unit, the battery voltage, the radio signal strength and the communication to and from the units in the field. Hadronex also coordinates the appropriate service to repair any components in the field with you or the local dealer. Delivery Hadronex will commence work on the Smarl:Cover® -S System as described in this quotation upon receipt of a formal Purchase Order, Based on availability of equipment standard delivery is six (6) to eight (8) weeks after receipt of order and complete engineering and site information. Hadronex will make every effort to provide the equipment earlier if requested, but cannot guarantee accelerated delivery. Payment Terms - Payment is net thirty (30) days after receipt of invoice. . Hadronex will invoice units upon shipment. . Orders over $100,000 will require a down payment. SECTION 6. WARRANTY INFORMATION Other Terms and Conditions Mutual Hold Harmless. Hadronex hereby holds City of Santa Ana harmless from any and all claims that may arise, or damages that may result, to Hadronex or Hadronex staff during the performance of this contract. City of Santa Ana hereby holds harmless Hadronex, its founders, owners and staff, from any and all claims that may arise, of any kind or from any cause whatsoever, due to or as a result of the installation, operation, or use of the SmartCovero-S system. Loss of Communications. City of Santa Ana acknowledges that Hadronex is not responsible for the loss of wireless communication or internet communications or any communications used in the operation of this system. Advisory Only. The SmartCovero-S Service is advisory only. As such, Hadronex and its founders, owners, or staff are not responsible for any damage of any kind or from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the installation or operation of the system, including without limitation, equipment failure, or any conse uential damages caused by, or resulting from, the use or installation of the SmartCover'-S system. 15 Hadronex Inc. 381 Engel Street, Escondido, CA, 92026 1-fAOPFC2r 7MK In no event shall HADRONEX's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. Term of Quotation. This budget estimate is valid for 30 days from the date of submission to City of Santa Ana. This quotation is respectfully submitted on: Monday, October 07, 2013 Signatures HADRONEX Monday, October 07, 2013 CITY OF SANTA ANA 16 IIadronex Inc. 381 Engel Street, Escondido, CA, 92026 CERTIFICATE OF LIABILITY INSURANCE DATE 7MMT1DiWy—y) iWzbA$;M07nVRQF INFORM -THIS (iiRTii1T'A'-r9 L EXT NO R LTER THE COVERAGE AFFORDED BY THE POLICIES N BF CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVEN11 2W BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN T14F ISSUING INSURER(S), AUTHORIZED REPRES EN rXIIVEOR PRODUCER, AND THE CERTIFICATE PQ�DVR,• ' 1 ANA-- --FkfT(5RTANT', If the �CovfifibAmholdar Is an ADDITIONAL IN thopollI t "Iii;; be Iondorsed. if SUBRQOAT16N 19 ­­WAIVED, sobje—ot —to the terms and conditions of the policy, corain policies may I it" ohdoitemdrit! it2heinn on this oertifloato does not confer righle to the _jOrdI holder in lieu of PACMUCER sue L�enders, Ca t q Brouwer Insurance Agency Phone: 760446-15161 NAME License # 0464226 Fax! 760-741-9308 PHO 7215 E. Valley ParliN s. Escondido, CA 0202 JAok Brouwer, OC ALG# nex, 381 Engel $treat RAUREIR 2; State PA"ensLtiojjns Fund Escondido, CA 02029 qsqrESR,tp: Ur•II Financial Casualty Comte_ 11770 -MU"Ift 0 ------------- ED BELOW RAVE 8F.CN ISSUED TO THC IN$UR5D NAMED ABOVE FOR THE POLICY PERIOD OR CONDITION OF ANY CONTRACT OR OTHER DOOUMFNT WITH RESPECT TO WHICH THIS CERTIFICATE MAY UE ISSUED tlR MAY PERTAIN, TF1F.. RANGE AFFORDED BY THE POLICIES DESCRIBED HPIRCIN IS SUBJECT TO ALL THE TERMS, OWN MAY HAVE BEEN REDUCED BY PAID CIUNMS� "Ti aMTEACH CCOURRMNCE 0210212013 02/02/2014 �,ggtg=n —�j 0, _PMRWNAI, ItAQV INJURY IM oxalud 1, q�N PII u N R E 0 AT F LIMIT A F P I I Fr G P C R t PRCDUG75 . PR F LICY' AUTDIVICHIIIAp, LIAR11,17Y COMENED SfI LIMIT (II .dml ANYAUTO 0112812013 DI12812014 -5CDI1Y[NJUAY(P Abr8 AU MS WNW 68HETU1,RD rot X HIRED AUTOS X A NON�WNVD UMERMAWAn I O=UR ..... . AND EMPLOYIEEDUAMILITY yj I ANYPAoPPiFroR'FAR'fNIE,1tXACU EVt 1 01/01/2013 11111. 11�— 01101/201310110912014 LOCATIONS I VEHICLES IAIMIC ACORO 101, A441001PI sonar, $B'.HI'W, If is 11=04 as addil, OnajL irevred Per of haohld CO2010. acting endoreMe,t R100 attaolled (USF 001 397 020i) APPROVED AS TO FORM WSSIStaut City Attorrcv City of Santa Ana Purchasing Dept 20 Civic Canter plaza Santa Aria, CA 92701 4414 SHOULD ANY 01"AIS ABOVE, DESCRIBED POI-10TES MR CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE I)SLIVERRI) IN ACCORDANCE WITH THE POLICY PROVISIONS, - -e, A. USP INSURANCE COMPANY ENDORSEMENT This EndaraenlnntChange$ the Policy - Please Read It Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This andoreemont modifies insurance provided undor thefollowing: CIOMMERCIAl.. GENERAL LIA h,7`y COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETE-,D OPERATION$ LIABILITY COVERAGE PART RAILROAD LIABILITY COVfRACE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Seakion IV • ComiTl9brglal General liability, Conditions, Paragraph h: Section IV: Commercial General Liability Conditions 4. Other Insuranoe: Notwithstanding the provisions of sub parnmphe a, b, and o of this paragraph A, with respect to the'Third Parry shown below, it is understood and agreed that In the avant of a olairn Or "suit" arising out of the Named Insured'$ sole nvgllgonee, this Insurance shall be primary and any other it's Whence maintained by the additional Insured named as the Third Party bsiew shall be excess and non-contributory. The Third Panyto whom this endorsement applies is: CITY OP SANTA ANA PURCHASING DEPARTMENT 20 CIVIC CENTER PLAZA, SANTA ANA CA 02701 -4010 Absence din Third lacy above meane thstthe provisions of this endorsement apply "es required bywrihon contractual agreement with any Third PartyPor wrront you are performing work." All other terms and conditions of this policy remain unehangod. This endoisemontls effective on tbo h oeptlan date of the policy uniessotherwlae stated herein, {The information below is required only when this endorsement is Issued subsequantto preparation of the policy -) Polir,.y Number Named Insured; Endorsement Effore ive IJata; Authorized Representative Endorsement Serial No 11SF 001307 0201 Inelutlne topyd9hinorm,tadel of lncum not 80,,en6 oftlero, ittc, with lra permission - 00pynfl6q In rwoo a "erviaocfaftlne, Inc. 1984 POUQY NUMBER: COMMERCIAL GENERAL LIABILITY 0020100704 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS D: PERSON OR ORGANIZATION This endorsement modifiee insurance provided u7Uor the following: COMMERCIAL GENERAL LIABILITTY COVERAGE PART SCHED1.1LE Of Additional Insured person($) CITY OF SANTA ANA PURCHASING SING DEPT 20 CIVIC CTR PLAZA SANTA ANA CA 92,701 A, Section II — Who is An Insured is amended to inolude as an additional Insured the peraonIs) or organization(s) shown in the Schedule, but only with respect to liability for "bodily Injury" "property damage" or "personal and advertising Injury" Coursed, in whole or in part, by: I. Your Sots or ornmsions; or 2. The acts or omissions of those noting on your behalf,,, in the parforrnanoe of your ongoing operations for the additional Ineured(s) at the looation(p) desig. mated above. LOCATION(6) AS REOUIRE.0 BY WRITTEN CONTRACT, B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: TdOS Insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the proJeot (other than service, maintenance or repairs) to be performed by or an behalf of the additional Insureds) at the Iooation or the covered operations has been completed; or 2. That portion of "your Work" Out of which the injury or damage arises has been put to its In- tended use by any person or orgAnizatiori other than another contractor Or subcontractor en- gaged In porForming operatlons for a principal as a part of the same project, 0020100704 Co 180 prropedtes, Inc„ 2004 Page 1 of 3