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INSURANCE ON FILE N -201 2 -068 <br />WORK IIAAY PROCEED <br />UNTIL INSURANCE EXPIRES <br />� -� -/3 <br />CLERK O � �U t�� <br />DATA€: ��+ "j �1Q��f.1�g5Q3'K�' -� LICENSE AND WARRANTY AGREEMENT <br />� � �h//; W THIS AGREEMENT, made and entered into this 21st day of May, 2012, by and between <br />NQ�� Hadronex Incorporated, a Helaware corporation, (hereinafter "Contractor "), and the City of Santa Ana; a <br />�� charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (hereinafter "City "). <br />RECITALS <br />A. Contractor manufactures and installs the Hadronex SmartCover© Monitoring and Alarm System <br />(hereinafter "SmartCover ® "), designed to provide an alerting system for sewer systems overflow <br />and encroachment. <br />B. City has purchased and installed S�nartCover© equipment. The City desires purchase annual <br />SmartCover® site monitoring services. <br />C. Contractor represents that it is able and willing to provide such services to the City. <br />D. In undertaking the performance of this Agreement, Contractor represents that it is <br />knowledgeable in its field and that any services perfonmed by Contractor under this Agreement <br />will be performed in compliance with such standards as may reasonably be expected from a <br />professional finm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns <br />and conditions hereinafter set forth, the parties agree as follows: <br />l_ SCOPE OF SERVICES <br />Contractor shall provide active site monitoring services for all terrestrial and satellite <br />SmartCovers installed in the City of Santa Ana, as set forth in Exhibit A, attached hereto and <br />incorporated by this reference. Contractor will provide and install additional SmartCovers ®, at the <br />request of City and at the prices set forth in Exhibit A. wring the term of this Agreement, City shall <br />retain the option to purchase extended warranty services for all SmartCovers© installed in the City, at the <br />warranty rates set forth in Exhibit A. <br />i��K�]uJ iia_�P�[.y�l Y C�� <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates <br />and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed <br />$25,000 during the teen of this Agreement unless otherwise agreed in writing by City and Contractor. <br />b. Payment by City shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to City accounting procedures. Payment need not be made for work <br />which fails to meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate upon the <br />expenditure of funds, unless terminated earlier in accordance with Section 1 1 or otherwise extended by <br />mutual written consent of the Parties. <br />