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HomeMy WebLinkAbout25G - AGMT - SANITARY SEWER SYSWA=F 0 � CITY COUNCIL MEETING DATE. FEBRUARY 16, 2016 TITLE: AMEND THE AGREEMENT WITH HADRONEX, INC., FOR SMARTCOVER INSTALLATION AND MONITORING (NON- GENERAL FUND) {STRATEGIC PLAN NO. 6, 1C} Y CITY "MGG AGER RECOMMENDED ACTION ® As Recommended ® As Amended 0 Ordinance on 16' Reading © Ordinance on 2nd Reading 7 Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a first amendment to agreement A -2014 -212 with Hadronex, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide real -time, two -way wireless communication, and continuous remote alarm monitoring management services, extending the term of the agreement until June 30, 2018, and increasing the annual not to exceed amount by $100,000 for a new annual amount not to exceed $175,000, and a new total amount not to exceed $475,000 for the term of the agreement. DISCUSSION On September 2, 2014, Council authorized agreement A- 2014 -212 (Exhibit 1) with Hadronex, Inc. (vendor dba SmartCover® SystemsTM) to purchase, install, and provide monitoring and reporting service for sanitary sewer ultrasonic flow and level measurements at key locations in the city. In accordance with the City's Sewer System Management Plan and the State's wastewater discharge requirements, the City must inspect, assess, and maintain the sanitary sewer system in good repair, including programs to prevent or minimize sewer overflows. The current agreement with Hadronex, Inc., provides the City with a mechanism-- SmartCover® monitors - -to immediately identify and locate sewer system overflows, and allows the effective deployment of labor and equipment to assess and contain overflows. Considering the expense of hardware purchase, warranty, and monitoring service, optimal operational awareness would require deploying approximately 100 monitors in total. The City has 39 SmartCover® monitors deployed at locations with the greatest history or likelihood of overflow events (Exhibit 2). Due to unanticipated savings from effective management of the current agreement, available funding is sufficient to increase the total number of deployed monitors to approximately 70 by the end of the agreement's available two -year extension: June 30, 2018. The City can accelerate its planned implementation by purchasing and installing additional 25G -1 Amend the Agreement with Hadronex, Inc., for SmartCover Installation and Monitoring February 16, 2016 Page 2 monitors sooner, significantly expanding the City's sewer monitoring network coverage in response to the El Nino weather pattern. The vendor has supplied a quote for immediate installation of, and ongoing service for, 25 additional monitors (Exhibit 3). Accelerating this implementation enhances the City's opportunity to gain additional value from its investment as a result of the current El Nino weather conditions. When precipitation is extreme, infiltration can significantly increase the likelihood of sanitary sewer overflows, resulting in health and environmental impacts, fines, and unanticipated operational costs. The expected severe and persistent precipitation caused by the El Nino weather pattern will provide the City with an ideal testing opportunity for the expanded monitoring system. The City will benefit greatly from accelerating monitor installation prior to the expected increases in volume carried by the sanitary sewer system. These additional monitors will gather more timely and detailed information on sewer performance and any high flow, blockage, or potential overflow conditions requiring staff intervention. In addition to reducing the likelihood of overflows, increasing the number of monitored locations also demonstrates a good faith effort through proactive planning and operational deployment that will minimize fines assessed to the City if an overflow occurs. This one -time increase in the annual and total not -to- exceed amounts for this agreement (Exhibit 4) will enable staff to accelerate purchase and installation of these monitors to meet the City's heightened need. 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 IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds in the amount of $175,000 are available in the FY 2015 -16 Sanitary Sewer Service Contract Services- Professional Account (No. 05617640 - 62300). Subsequent funding will be budgeted in FY 2016 -17 and FY 2017 -18. See below for details: 25G -2 Amend the Agreement with Hadronex, Inc., for SmartCover Installation and Monitoring February 16, 2016 Page 3 Fre Mousevlpour Executive Director Public Works Agency FM:NS Fiscal Year Amount 2015 -16 $175,000 2016 -17 $175,000 2017 -18 $125,000 TOTAL $475,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Agreement A- 2014 -212 2. Map of current SmartCover® deployment 3. Vendor quotation dated January 6, 2016 4. First amendment to agreement A- 2014 -212 25G -3 25G -4 INSURANCE &OT ON FILE ORK MAY _NQIPHOCEED CLERK OF COUNCIL DATE: CIL 7, 4 -1 LICEMSE ANI) MABRAMLY AQU&ME-NI THIS into this _9,., day of September, 2014 by and between ffaftm Incorporated, a Qjifurait oorporatiou, and the City nf Santa Aria, a -charter city and municipal corporation organized and existiriguirdw the Constitution and laws, oftho StAte of Calif6tnia,(herobiriflier A, 'Qoratraeor manufactures and stal)s the Hadronax smaItCover Montoring aril Alarm Systern (IiMinager "Smartcovor"), ddWpod to provide an alerting System for sewer systems, overflow and encroachment. B. My has purchased and installed SmartQoYar equipmod provided by Hadronex-and now dcaires to purchase SmartCover site trioniforing services. C. Contractor represents that it is able and willing to provide such geryteos to, the City; 0. in undertaking the performance of this Agreement, Commuter represents that it is knowledgeable in it$ field and that any services performed by Contractor under this Agreenleet will be.p; rned ompliaw .. ith i9q 0,W 4uchstand4rds as may. reasonably be expected from a, professional firm in the RoK NOW THEREWORE, in consideration of the irtutnall and respective promises, and subject to the tern -is and oire 0ons 4 aft � h, the parties agree as follows: .di erein.. orgetfbrt 1; SC40 P.E 0Jr SERVICES Contractor shall provide act #ve szte rzl4tlitvr ugserViaes for all t.orrestrial and satellite Smartcoyers i4statlod in thn City of Santa Ana; as set fara-i by than reierenee, Contractor will,pro.vido millostall additietial SreartCovers, at the request of City and at During the term of this Agreement, City shall retala tbeoption to Purchase extended. warranty aerVioas firr4l SmartCovers installed in the City, at the wezrality rates got forth in Exhibit A. 21 COMPENSATION ,a, City agroato pay, and Coritrrimpr agrees W acoopt as total paytivret for iMmrvicaa, the rates and charges ideritified In Wait A. The total Sian to be upOurfed mdertlu's Agreement shall not exceed S75,000,'anturadly,.during the terra of t1iis Agreement, F,. Payment by Citysizail be made within tlurtY (30) days' follawingreaeiptoft >roptvrinvaicc evidnoeing work performed, subject to City, accounting procedures. Payment need, not be caade for work which fails to meet the.atandardsof performance set forth.in the Rt("jta:Is which may reasonably he oxpectod by, City; 3. Trkm This Agreement, shall commence on the data first written above and tormlijaw on Ilinp 30, 2017, or until funds are exhawted or wilo8a eadier tormrnated as provided herein. This agroorneut may be EXHIBIT 1 1 25G-5 A-2014-212 renewed for up'to one additional two year period upon written agreeme it of the parties. The terra of this Agreement may be extended upon Writing and executed by the City iManager and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire:term of this Agreement, be constrocd to be as indepondont oontraetpr and not an employee of the City; This Agreement is not intendod.' nor -shall it be oonstrued.to. create an employer- enpooyee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manaor 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 :4 manner consistent with all applicable standards and regulatinns govoruhrg such sorvioes;. Contractor shall pay all salaties,and wages, omploycr's social security taxes, unemployment insurance and similar.taxes relating to c;nrploycos and shallbe responsible for ali applicable withboidingtaxes, 5, INSURANCE Prior to undertaking performarec of work under this Agreement, Contractor shall maintain and shall require its.subcontractors, if any, to obtain and maintain insurance as desoribed below: a, Commercial General Liabilityhisaranoc. Consultant shall maintain commorcial; general liability insurance whieh shall include, but not bo limited to protection against claims arising from bodily And personalinjury, including ° death resulting therefrom and damage;to property; rosulting from any actror occurrence arising out of Consultant's operations in the potformanco of this Agreement, including, without hmttatign ',ants r "nvolvin'g voltto[ea, ;The amounts of insurance shall be, not less than the following: single 1'imitcovesageapplying, to bogy and parsanal. injury, including death malting therolgcazn, and property damage, in the total amount of $1,000,000 per occurrence and in the aggregate Such insurance shall O.;name the 'City, its officers, employees, agents, volunteers and repposontat ves as additional insured(s); (b) be primsxy and not contributory with respect to insurancc or soli'4murance prrpgrarus maintained by trio City; and (e }contain standard separation of insured provisions, b, l3usin.ess autgmobilo liability hvsuranoe;: or equivalent forni,with a combined single limit of not less than $1,000,000 per cccurrenco. Such insurance shall include coverage for owned, hired and non-owned automobiles. C. Worker's Compensation lnsuta4ne It accot` lance witkl the provisions of Section 3700 of the Labor Code, Quotraotor, if Contractor, has any employees, is required to be insured against liability For worker's compensation or to undettake self-insurance. Prior to commencing the performance of the work under, this Agreement, Contractor agrecs:to obtain and maintain any employer's liabilrty,inauranee with limits not less than $1,000,004 per aegidelit. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: Z 25G -6 (s) Contractor; strall,mainta.in all insurance squired abow infull Oro and effect for the entire period covered by this Agreement. (ii) Certificates of ihsuraitce shall be f irdished to the Clty upon execution of this Agreement and shal l be approved in form by the City Atiortaey, (iii) Cortifcatos and pglWos shall stswthat the policies shall not ba canoelod out reduced in coverage or changed in any other material aspect without thirty (30)' day's prior. written no, tice to the City. e. If Contractor fails ox refuses to produce or maintain the insurance, required by this "section or fails, or refuses to ftumish the City with roquired proof that, has been procured and is in foroe and paid for; the City shalt have the right, at the City's election, to forthwith terntinate this Agreement. Such ter nincitian.'shall nos, of ect Contractor's, rigk t,tcrbepaid for its tin e andmatelflhls expended peorto.. notification of temnlnation, Contraetor waives tlae rtght;tir're¢etve cptnponaalionand agrees to indemnify the Gity Enx: ty work perfattited.prior to approval ofinsuranoe by. the .City. 6^ IN0,F,14 WICATION Contractor agreesto:and shall indemnify and hold harmless the City, its officers, agents, employees, 'oonsuitams special counsel, and representatives ftrom liability for personal injury; damages, just compensation, restitution, lud e{al or equitable relief;eiising out ofolalms for personal injury, including death, and.clalms for property dam ogo, whioh may arise from ite direct or indirect operations of the Contractor or its contractors, auboontraetors, agents employees, or other persons ac0bg oil thei With courtesy copies to: Public Works Agency-. Water kesources City of ;Santa Anal 220 South Daisy (M45) Santa Ana, Califon is 927Q3 Fax "714.647 -3345 mitt City Attoniey City of Santa Arta. 20 Civic Center Plaza (M -29) 1',C.13ox 1958 Santa. Ana; California 92102 Fax 714- 6.47 -651 S TO Contractor; Hadronex Incorporated Trani [Foltz 38.1 :Engel Street Escondido, California 92029 Fax:760.291 -,1982 A party may..change; i'ts address bygivingnatiee m writing to the other party. Thereatfer� any communication shall be addressed and transmitted to the new address. if seat by mail, oommumicatipn shall be, effective ror'dectned to have been given three (3) days after it has boon deposited in the United States mail, duly registered or certified; with postage prepaid„ and addressed asset forth above. If sent by tolefacsimile, communication shall be effective or deemed to have been giventwanty -£our (24) hour's after top time set forth on the transmission report issued by the transmitting faesimile machine; addressed as set forth above. For purposes of calculatiag those tithe inunes, weekends, federal, state; Comity or City holi6ys shall be exel id:ed:. 9. 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,pa Gios. In the euent of a conflict between the terms of this Agreement and -any attachments hereto, the terms of this Agreement shalt prevail. This Agreement may not be modified except by written instrunrent signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions ofany purchase -order or other histrument that are, inconsistent with, or m addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City, Each patty to this Agreement acknowledges' that no representations, inducoments, pronaws or agroetnents, orally or otherwise, have been made by any praty, or anyone acting on behalf of any party, which is not embodied hetoin. 10, ASSIGNMENT Inasmuch as this Agreement is untended to seenre the specialized services of Contractor; Contractor may net aas[gn, transfer, delegate, or subcontract any interest herein without the.prior written consent of the City and. any such assignment, transEar, d©legadan.or subcontract without the City's prior written consent shall be considered rail and void, Nothing in this Agreement shall be construed to limit the Cfty'S ability to have any.ofthe services which are the subject to this Agreement performed by City personnel or by other consultants retained by City; 4 25G -8 IL TE+MUINATION This Agreement maybe tennfnated by City upon thirty (30;) days written notice of tertnination, ha such event, Contractor shall.be entitled to receive and the.City shall pay Contractor compensation for all seMQes p.erformed'by Contractor prior to receipt of such notice oetcriniilation :However, payment need not be Inade for woxk" which falls to meet the standard of performance specified in the Re vitals of thus Agreement. 12. DISC;IIIIVIIY 1TION Contractor shall not dlaei °invnate bepauso Of Me, color, creed, religion, sex, marital status, sexual orientati tin age, national orig n, ancestry,, or-disability, as;deflned and prohibited by applicable taw, In tHe. rectuitmorit, selection, Training, utilization, promotion, termination, or other employment related activifias. Contractor affirms that it is an equal opportunity employer and shall comply withsEl applicable tiedoral, state and fecal taws and regulations, JURISOICTION -VENUE This Agreement has beert executed and delivered in the State of California and the validity, interpretation, porfot nanaoi 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 fok:any action or proceeding that roltybe brought or arise out of, t connection with or byreason of this Agreement. 14. PROFESSIONAL LICE NUS Contractor shall, throughout the term ofthis Agreement, maintain ail necessary lEeenses, perinits, approvals,, Walvers, and exemptions necessary for the provision of the services herounder andxequired by the laws and regulations of the Llduted StatF s, the State of Calilhr ii a, the City of Santa Ana and alt other govetrutiontal agencies, Contractor shall notify the, City immediately end in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. 5ald inabrptyshall be cause for wrninatlon ftbts Agreement. 15, MISCEZ1,AN'EOUSPROVISIONS a. F,aeh undersigned represents and w'an•smts that its_slgnature hernin below has the power, aUtl ority and rightto bind their, respective parties to each of the terms of this Agreement, and shall indein ify City fully, including;reasonable costs and attorn'ey's fees, for any injuries or damages to' City it] the event that such authority or power is not, in fact, bold by the signatory or is withdrawn. b. All Exhibits rePeronced herein and attached hereto sbalibe incorporated as if Fully set forth in lire body ofthils. Agreetnortt. rrf rrr nr 25G -9 IN WITNESS WITEREOF, the partie8 hereto bave excoutedid . ais Agreement the date and year fimt,ttbova ATTEST: �AXIA D I �EHU12AR�Ll C , tork of the Counoil APPROVED AS TO FORM: SONIAR. City Attor Attorney R BC OM M F ND YS D F 0,R-A-?f Q OVAL: IRE -EDWIN "WILLI , L . gActingExacutivc Dirce or Publiq Works Agency CI` VOFSANTAANA DAVID CAVAZOS City Manager HADROKF�X INCOTMOUTED 25G-10 1&XIIII3IT A SCOPE OF SB VICES 7 25G -11 - This quotation is respectfully submitted on: Thursday, August 21, 2014 Signatures nN EX Thursday, August 21, 2014 CITY OF SANTA ANA 20 Eladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -12 SMARTCOVERO QUOTATION For City of Santa Ana Thursday, August 21, 2014 Quotation Includes: • Hadronex Spare Parts Price List • SmartCover Satellite Upgrade • SmartCover System Prices (with price brea)(s) • Annual Services/Warranty Pricing and Options • Product Description 25G -13 25G -14 iQ'Q` lZFFFFQ V1 U1 W V Vb1 U'I V V U'I b b IXJ O 2 I-Indronex Inc. 2067 Wineridge Pi, Suite E, Escondido, CA, 92026 o w w "•� r'" iri in' as A A A a d d [O O D D❑ m ?. O A I A �' _• _• v p ,G ❑ -G v m m °i. -@n <' w, -mi, •,@•+. -m+. -m+. n- ,mn. .'m'^ .'@'+ El N W N O p^ N O A C3 L7 o o �° o'n a a a a st -n .a. EL w Z, ° rn �_ a a s o o°�'. v° N @, �wa� �w� = a,�°� �w 3 a a w O N Er N v C C •� VI N 6 O lT In pa] n !A N 62 F` F� ; El io w w m m O m m Li o S a m m 1D co .w s C "r` •< ry !� F� N+ ro n n .�' d a D 'F+j �N+ � K O, S �' N S 4." S .T' v N< N W m@ w ro C• d N OI m W 'O C � N O !� p. S SF' w N F+ N N "4 N •C N Opl Opl ° O � N O � � OJ � G N N � � A v -• N� o' F m v ro c� °' p' F b io I+ z 25G -14 iQ'Q` lZFFFFQ V1 U1 W V Vb1 U'I V V U'I b b IXJ O 2 I-Indronex Inc. 2067 Wineridge Pi, Suite E, Escondido, CA, 92026 25G -14 WC � :# Hadronex Spare Parts Price List Notes: • Notice the Spare Parts Price List does NOT include any parts for our cellular (terrestrial) unit, Hadronex has been selling our satellite unit for over 2 years, so there is no guarantee Hadronex can cover part replacement for these units after December 3151 2014. Below, please find the SmartCover Satellite Upgrade Option. This is a HUGE discount that Hadronex is only offering to current customers. This upgrade option gives the customer the chance to upgrade their units to the most updated system. ,SmartCover Satellite Upgrade Quotation Item # Item Quantity Unit Price Total Equipment 1 Smart0over® Satellite Upgrade 5 $1,995 ea $9,995' [Special Customer Discount] TOTAL HARDWARE (not including tax) 9 995 CA Sales Tax (8 %) $799.60 Service 2 Installation Labor for upgrade 5 $2D0 value ea $0 TOTAL SERVICE (Year 1) $00 TOTAL PRICE ALL UNITS $10,794.60 Please see pricing notes in the next section The prices do Include local sales tax (8 %) Pricing Notes: 1. Shipping is included in the price. 2. SmartCover Satellite Upgrade includes brand new hardware. 3. First Year Parts Warranty is INCLUDED. 4. Active Site Monitoring and Annual Power Service are INCLUDED. Hadronex Inc. 2067 Wineridge PC, Suite E, Escondido, CA, 92026 25G -15 SmartCovee Monitoring System Quotation Pricing at Price Break 1 -2 units Item # Item Quantitx Unit Price Total Equipment 1 SmartCovee Unit 2 $3,985 ea $7,970 TOTAL HARDWARE (not including tax) $7.970 CA Sales Tax (8 %) $637.60 Service 2 ASM (Active Site Monitoring) 2 $364 /year $728 1year 3 Installation Labor 2 $200 ea $400 TOTAL SERVICE 1 128 TOTAL PRICE INSTALLED WITH FIRST $9,735.60 YEAR ASM (including tax) Please see pricing notes in the next section PRICING at Price Break 3 -15 units Equipment 1 SmartCovee Unit TOTAL HARDWARE (not Including tax) CA Sales Tax (8 %) Service 2 ASM (Active Site Monitoring) 3 Installation Labor TOTAL SERVICE TOTAL PRICE INSTALLED WITH FIRST YEAR ASM (including tax) Please see pricing notes in the next section 5 6 5 $3,746es $364 /year $200 ea $18,730 $18,730 $1,498.40 $1,820 /year $1,000 2 820 $23,048.40 4 Iladronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -16 0 PRICING at Price Break 16 -30 units Item # Item Quantity Unit Price Total Equipment 1 SmartCovee Unit 20 $3,427 ea $66,540 TOTAL HARDWARE (not including tax) CA Sales Tax (8 %) Service 2 ASM (Active Site Monitoring) 20 3 Installation Labor 20 TOTAL SERVICE TOTAL PRICE INSTALLED WITH FIRST YEAR ASM (not including tax) Please see pricing notes In the next section Pricing Notes: 5. Shipping is included in the price. 6. All new units include first year parts warranty $68,540 $5,483,20 $364 1year $7,280 /year $20D es $4,D00 $11,280 $85,303.20 Hadronex Inc. 2067 Wineridgo Pl, Suite E, Escondido, CA, 92026 25G -17 5 1-4A rant Annual Services and Warranty Pricing (Years 1 -3) PLEASE NOTE: ASM and Annual Power Service are REQUIRED to keep the SmartCover units operating. Warranty options are OPTIONAL for the customer. Annual Services and Warranty Pricing WITHOUT Satellite Upgrade (Year 1) Item # Item Quantity Unit Price Total ASM for Existing Units 1 Active Site Monitoring, Terrestrial 5 $300 ea $1,500 /year 2 Active Site Monitoring, Satellite 23 $364 ea $8,372 /year Annual Power Service for Existing Units 3 Annual Power Service 28 $225 ea $6,300 /year Extended Warranty Please Note: Terrestrial Parts Warranty will NOT be available, as Hadronex is no longer manufacturing or selling the units since 2092. 4 Extended Warranty - Satellite Parts Only 23 $399 ea $9,177 /year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL_ WITHOUT Warranty $16,172 TOTAL WITH Warranty $36,549 6 Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -18 ...1X Annual services ana warranty rncmg m I n samime upgraae (rear T Item # Item Quantity Unit Price Unit Price Total ASM for Existing Units ASM for Existing Units 1 Active Site Monitoring 28 $364 ea $10,192 /year 1 Active Site Monitoring, Upgraded 5 $364 ea $0 Units $225 ea $6,300 /year Extended Warranty 2 Active Site Monitoring, Satellite 23 $364 ea $8,372 /year Annual Power Service for Existing Units 5 Labor Option for Extended Warranty 28 $400 ea 3 Annual Power Service, Upgraded 5 $225 ea $0 Units 4 Annual Power Service 23 $225 ea $5,175 /year Extended Warranty 3 Extended Warranty- Upgraded Units 5 $399 ea $D 4 Extended Warranty - Satellite Parts Only 23 $399 ea $9,177/year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL WITHOUT Warranty $13,547 TOTAL WITH Warranty $33,924 Annual Services and Warranty Pricing WITH Satellite Upgrade (Year 2 -3 Pricing) Item # Item Quantity Unit Price Total ASM for Existing Units 1 Active Site Monitoring 28 $364 ea $10,192 /year Annual Power Service for Existing Units 2 Annual Power Service 28 $225 ea $6,300 /year Extended Warranty 4 Extended Warranty - Satellite Parts Only 28 $399 ea $11,172/year 5 Labor Option for Extended Warranty 28 $400 ea $11,200 /year TOTAL WITHOUT Warranty $16,492 TOTAL WITH 7 Hadronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -19 EXTENDED WARRANTY OPTIONS Warranty Period (Years) — circle one 1 2 3 4 - Warranty price will be /$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. SmartCover`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 SmartCovere PowerPack is a consumable item and requires annual replacement. New SmartCovere 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. Hadronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -20 A K 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 AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED. 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 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 1, Each SmartCover® -S Unit includes the following: • one (1) SmartCover® -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) SmartCover® PowerPackTM Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -21 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. PowerPackTM — A urethane coated pack of Lithium Thioryl Chloride primary batteries that will last at least one year and generally longer under normal operating conditions. Powerpacks have a 10 year shelf life. J Ilndronex Inc, 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -22 Fes/ y-ii 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. E-SquareT"^ Antenna —A new version of the satellite antenna, the E- Series antenna is traffic rated and constructed for high traffic situations. The "E- Squarer"^° is a road - reflector based antenna appropriate for all areas EXCEPT those subject to snowplows. rr Hadronex Inc. 2067 Wineridge Pt, Suite E, Bseondido, CA; 92026 25G -23 The SmartCovero 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. SmartCovee uses the highly reliable Irldlum 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 As seen below, the SmartCovero communicates directly to an orbiting satellite. The communications signal is then sent to earth link stations of Iridium and then to Hadronex 13 kladronex Inc. 2067 Wineridge Pt, Suite E, Escondido, CA, 92026 25G -25 )�-4A =1'7dW e 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. SmartCovee communications system System Operations 14 Hadrones Inc, 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -26 The SmartCovera system works by taking a distance measurement every 6 minutes using the DSM (ultrasonic sensor). If the water is below the alarm level, the SmartCovero 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, THIS TYPE OF OPERATION WOULD RESULT IN A POWERPACK LIFE OF 12 MONTHS. 15 Iladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -27 '2D�.2- 45 ?U9:S3:�� - �gS�r6�- :S2:'d•�i�� I�I�I�MC� rfpnt R1�nli�l�.Cav�e {z7attYi'Sk�3�ii2[ � 7:'�}.- ".Md itn9t i "a�iiRiaPi =a �:� an in 69 in r� h i L.. 70 in 7510 °rani w�xxrex« � a � .... x an In 93 In . .: a. A. a.: 1.. r.: a ,.7,.:u:,.M�if�«w:.uy,A:.r..x.a .apm�ber,- dJ•:.wa.,vpr:,i..+»» p' yy....- Qj: p�:t 'yq ti'+ Nv Gb M' O H X60 r.! a�W u+9 >�Ny'. N 1t'+�i. xNN ry •M 53 M �r•d 'Ay+��A fit. wivY M Ct. yMy .ypH1�' 4r��d .jN ^Yr�'a� Aw�Ja� y��'. y��. 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, THIS TYPE OF OPERATION WOULD RESULT IN A POWERPACK LIFE OF 12 MONTHS. 15 Iladronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -27 The basic user interface through the internet is via your secure map -based web site. A sample of this map interface is shown below. Ydai are logged io ae: hadronn Nhlfhlstrd or When the City of Santa Ana opens their secure web page they will see the location of every SmartCovero 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. RED -- Indicates that an alarm condition exists at this location. It could be high water or Intrusion. 16 Hadronex Inc. 2067 Wineridge P1, Suite E, Escondido, CA, 92026 25G -28 SECTION 4. INSTALLATION AND ACTIVATION INSTALLATION • Standard Installation: The SmartCover® -S unit is installed in the field at the designated location. Alternate Installation: The SmartCover® -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 SmartCoverkS 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 SmartCover® -S unit is mounted directly to the lid or hatch by the use of stainless steel hardware. • The SmartCover® -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 SmartCover® -S unit(s), the following actions are taken to bring full functionality to the SmartCover system. • SmartCover® -S Activation: City of Santa Ana Actions o 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 SmartCover -S service Set -Up. Proper system operation is dependent upon receipt of required information. This communication will be tested during activation phase. • SmartCovero -S Activation: Hadronex Actions Creation of the City of Santa Ana private database and account on the Hadronex secure server Web site configuration for City of Santa Ana SmartCovere -S units and users Initial population of the City of Santa Ana SmartCover ® -S database 17 Hadronex Inc. 2067 Wineridge Pl, Suite E, Escondido, CA, 92026 25G -29 o 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 SmartCovero 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 Sam 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. • 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. is Iadronex Inc. 2067 Winer'rdge PI, Suite E, Escondido, CA, 92026 25G -30 r- A r r .K Delivery Hadronex will commence work on the SmartCovero -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 SmartCovere -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 SmartCover�-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 consequential damages caused by, or resulting from, the use or installation of the SmartCover -S system. 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. 19 Hadronex Inc. 2067 Wineridge PI, Suite E, Escondido, CA, 92026 25G -31 25G -32 City of Santa Ana Sanitary Sewer SmartCover® Deployment Z M m C NEWHOPEST Is 0 m I A C m_...... FAIRVIEW FAIRVIEW ST 'D F — �y D y m B � m b BR 70l ST - m r A a ' GRAN AVE TUSTIN AVE fl .. EXHIBIT 2 25G -33 e I EUCLID ST _ m D �. I Lm� O NEWHOPE ST S A� CC WIHARBOI. D R BLVD ( HARBOR BLVD A' j� = a HARBOR BLVD i FAIRVIEW ST FAIRVIEW ST _ y _ \ O I� J ,� rn I5T e OL S7 B MAINS? Co Q 40 6 v r 0 �9�'tlIJ41 /y � Y (� GRANb!AVE H� mi TUSTINAVE + TUSTIN AVE / awda 25G -34 MARTCOVcR` 'Y' T i'4/tS` <e TURNING YOUR DATA INTO DECISIONS'" Special Price Break QUOTATION For City of Santa Ana Attn: Rudy Rosas Offered by SmartCover SystemsTM Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM EXHIBIT 3 25G -35 SiMAFR TCOVaFR'' TURNING YOUR DATA INTO DECISIONS '° *% Section I: Pricing SmartCoverO Systems"" (SCS) is pleased to provide the following Proposal for SmartCover® level and flow- estimating monitoring system. Please find in this document: Pricing Summary as shown in Section 1, a complete System Description in Sections 2 -5, Warranty statement in Section 6, and Acceptance in Section 7. SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now d4YYGx s SmartCover° SystemsTM SMA "iCOVc=FRO TURNING YOUR DATA INTO DECISIONS'" Pricing Summary Part Unit Number Description Qt Qty. y' Extended (Each) SmartCover@ System Components E -Box System Control with onboard computer, modem, digital radio; fully potted and IP -68 rated. Distance Sensing Module (DSM) with 3" to 81" sensor range, with 15' cable. SC- Q -S -15 PowerPack®- lithium thionyl chloride battery with high power 25 $3,188 $79,700 density. E- SquareTM antenna, including antenna and installation kit. Mounting bracket kit- three -part amounting bracket set made of heavy gauge, hard - anodized aluminum; includes all mounting hardware. One (1) Year, Parts -Only Warranty Parts Limited Parts -Only Warranty on all system SmartCover 25 Included Included Warranty hardware. See Warranty Statement for complete details. 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 all new ASM -SCI SmartTrendTM. 25 $364 $9,100 • Hosting of data storage— unlimited data storage • 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. Labor Tech Labor Installation of SmartCover Systems 25 $200 $5,000 Freight Out Shipping from office in Escondido 25 $400 Sales Tax Sales Tax for the City of Santa Ana, CA @ 9% 1 8% $6,376 TOTAL All items above $100,576 Prices above reflects discount at 31+ units (special discount if the units are ordered before March 1", 2016) SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w � ronex.com Hadronex, Inc. is now doi �SS SmartCover° SystemsTM ilfiAFR"=V=r o TURNING YOUR DATA INTO DECISIONS '° f** Delivery • Standard: Six (6) weeks upon receipt of a Purchase Order and with receipt of complete engineering and site information from the customer as requested. • All customers will be notified of the shipment date upon Order Acknowledgement. • Actual availability may vary depending on total demand. The "Standard six 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. Terms and Conditions • Payment: Net 30 days • Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after invoice date. Failure to pay in accordance with these terms may void all warranties. • Cancellations: for all orders of less than $10,000, cancellation is accepted prior to shipment. For orders equal to or greater than $10,000, a 15% restocking charge is applied for cancellation. • Returns: returns are accepted with a valid Return Material Authorization (RMA) number only. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.com Hadronex, Inc. is now dot ri SmartCover® SystemsTM °M I"°CCVaFRO SYS"i"MMS" ,r 7 TURNING YOUR DATA INTO DECISIONS - 0*0 Ongoing Annual Costs After the first year of operation, the following fees will provide continued comprehensive services including software support, data storage, upgrades, added features, and satellite connectivity and PowerPackTM Warranty. These are annual charges paid prior to the start of the year. Active Site Management (ASM) ASM -SC1 $364 One -Year software subscription, satellite connectivity, online maintenance, online S/C monitoring per unit per year. PowerPack Warrantv PowerPackTM Warranty (PW- LTC1): $225 One -Year PARTS -ONLY PowerPack Warranty for each installation site, part -only warranty on the PowerPackTM offering unlimited replacements during the Warranty term. Extended Part Warrantv Extended Parts Warranty (EW -SC1, Optional): $ 399 One -Year PARTS -ONLY covers: E -Box System Control, Distance Sensing Module (DSM), antenna, and mounting bracket. This is a PARTS ONLY warranty extension after the first year. NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after any initial year where the warranty was not purchased then the previous year(s) must be additionally purchased. End Section 1; proceed to Section 2, next page. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r w ronex.com Hadronex, hie, is now doi 611 ' martCover" SystemsTM TURNING YOUR DATA INTO DECISIONS'" SECTION 2: PRODUCT DESCRIPTION OVERVIEW Each SmartCover °System includes the following components which comprise the hardware delivered with each system: • One (1) E -Box system control • One (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • One (1) communications antenna for direct connection to the Iridium Satellite System. • One (1) PowerPackTM, a proprietary high power density lithium thionyl chloride battery • One (1) bracket kit for either mounting flat to the underside of the manhole cover or for mounting to the manhole cover vein. • One installation kit containing all hardware and accessories necessary to mount a single system Item Descriptions: E -Box System Control The E -Box is the system control containing the digital satellite radio, computer and signal processing components. It is fully potted and can be completely submerged in water (IP- 68 rated) It is housed in an, ABS enclosure and shock tested to 10 G's. SmartCover E Box Control PowerPackTM The PowerPackTm is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPacksTu have a 10 year shelf life prior to use. SmartCover® PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.corn Hadronex, Inc. is now do�(� SmartCover° SystemsTM I � fry �eMF.�ae'M SmartCover E Box Control PowerPackTM The PowerPackTm is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPacksTu have a 10 year shelf life prior to use. SmartCover® PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hachonex.corn Hadronex, Inc. is now do�(� SmartCover° SystemsTM TCOVMFZ0 TURNING YOUR DATA INTO DECISIONS'" Distance Sensing Module (DSM) The distance sensing module is an ultrasonic distance sensor. It is enclosed and sealed in an ABS housing. It is fully potted and completely water - proof, meeting IP -68 standards. The crystal controlled oscillator sensor is self - calibrating. There are two [distance] ranges available. • The standard range senses between 3" and 81" • The long -range sensor's range is 11" to 240 ". The DSM has two standard cable lengths of 15' and 25'. Custom lengths are available, application dependent, up to 300'. SCS Application Engineers are available to assist users to determine the correct DSM range and cable lengths. SmartCover' DSM E- SerieSTm Antennae The E- SerieSTm antennae include the "E- Square" and the "E -Dot" types. Both are traffic rated and designed to mount directly to the manhole cover or vault lid. They communicate directly to the Iridium Satellite System and do not require any intermediary devices for boosting signals. The antennae are secured to the top of the manhole cover using a high strength, two -part acrylic adhesive specifically designed for high stress, structural applications. The E- Square antenna is a road - reflector type used in areas where there is no opportunity for dislocation from such hazards as snow plows. The E -Dot antenna is for cold- weather climates where snow plow operations occur and are designed to be mounted below the manhole profile. E- SquareTm Antenna E -DotTN Antenna SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r w. a ronex.com Hadronex, Inc. is now doir6% ' SmartCover° SystemsTM MAFR"rC0VMFR0 sys"rE i s TURNING YOUR DATA INTO DECISIONS" AS Mounting Bracket Kit The mounting bracket is a ruggedized, corrosion resistant assembly designed to protect and secure system components. The bracket is secured with two stainless steel bolts whereby the installer drills two 1/4" holes into the cover. The bracket is designed in such a manner such that NO CONFINED SPACE ENRTY IS REQUIRED FOR INSTALLATION. Its hard - anodized aluminum housing encloses the PowerPack and the E -Box control. The DSM (distance sensing module) is connected to the E -Box and suspended via a cable, typically over the invert. The bracket is supplied as a three -piece kit for mounting directly to the underside "flat' of the manhole or, alternately, to the manhole cover vein. Mounted Bracket SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do SmartCover° SystemsTM ii,l AFR" COVcF O TURNING YOUR DATA INTO DECISIONS'" SECTION 3: DESCRIPTION OF THE SATELLITE COMMUNICATION SYSTEM The SmartCovero system uses the high reliability, highly secure Iridium Satellite System as its communications backbone. Iridium is a state -of- the -art communications system consisting of 66 Low Earth Orbiting (LEO) satellites. It has global, redundant coverage and is known to provide highly superior connectivity to that of terrestrial systems such as GSM, GPRS and other cell phone based systems. Iridium has a very strong record of performance and reliability. It is used by the US DOD for its reliability. Iridium Satellites are in orbit across the globe and assured connectivity is achieved requiring but a small fraction of the available horizon. SmartCovee systems are able to communicate in challenging locations with such impediments as tree canopies, overpasses or buildings. SmartCovero data is highly secure with servers using 2048 bit encryption. These are redundant servers located in a climate controlled; secure facility with emergency power to prevent any interruptions. Servers store Historical Communication, Data, and Data Access information. Being a web or "aloud" based system; data is available at all times through a browser from a computer, tablet or phone. Users can access data through any web browser to the server via encrypted data and send notifications directly to the user. Iridium Satellite Constellation SmartCover© SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r wuyw.haWxoncx.coM Hadronex, Inc. is now doi LiAidSmartCover@ SystemsT" MAF R"=VaR` TURNING YOUR DATA INTO DECISIONS" The Communication Process As per the diagram below, the SmartCover° system communicates directly to an orbiting satellite. The communication signals are then sent to Iridium earth link stations, and then to SCS secure servers. For alarm signals, they are subsequently sent to the Customer via cell phone, Smart Phone, digital pager and /or to computers via the internet. It is possible to have alarms sent to a central control room as well. SmartCover ®communication is bi- directional and the user has control over the remote sites. A major benefit of the SCS system is that data acquisition, alarms and system setting changes are enabled remote from the installation site saving time and resources. For example, the alarm level [distance] setting can be accessed via the Dedicated User Website to be changed or disabled. Changes to these settings are communicated from the SCS servers through the Iridium system and to the SmartCover® system at the designated site. Redundant Ground Stations YY� R t Direct to Satellite Communication 1 Data Alarms /Alerts SmartCover Remote Site SmartCover communications system diagram Secure SmartCovW' Redundant Servers 10 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2rJJ �*44 SmartCover° SystemSTM M,e°q.r"RIrCOVcllRo TURNING YOUR DATA INTO DECISIONS" SmartCover®: Measurement, Data Acquisition, Transmission and Process Overview The SmartCovee system monitors continuously 24 hours per day, seven (7) days per week. SCS has cumulatively acquired thousands of years of data and experience with this basic measurement protocol to assure users that this methodology is extremely sound and reliable for ongoing data acquisition and alarming functions. Measurement Frequency The SmartCovero system takes a measurement every six (6) minutes. If the measured level is below the pre -set alarm level then the cycle begins again. Data Acquisition Frequency The SmartCovero logs alternate readings of the six (6) minute measurement cycle. In other words it log a measurement every 12 minutes, five (5) times per hour. These readings are "batched" and sent once per hour via satellite to the server and stored for user access such as trending and analysis. Alarming If the SmartCovero system measures and senses that the water it is above the alarm level, an alarm notification is sent to the designated users and by a pre - established communication protocol i.e., text message to a mobile device or an email message to a computer. Alarms through cell phones or pagers are via Short Message Service (SMS), or Smart Phones and emails via email messaging. Alarms will continue to be sent until acknowledged. The system will continue to monitor, even though the alarm has been acknowledged. Note: a dedicated direct - from - satellite handheld system is available option for highly critical communications. Contact SCS for more information. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND DATA IS UPDATED 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. THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL, AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. Graphical Data The website is accessed by designated users through a secure portal and using a user name and password. Upon login a map of the system appears as shown below. System Map 11 SmartCovero SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 vayw ronex.com . Hadronex, Inc. is now doir martCovere SystemSTM g w o® • AP System Map 11 SmartCovero SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 vayw ronex.com . Hadronex, Inc. is now doir martCovere SystemSTM SiMAFR 'COVMF:R0 TURNING YOUR DATA INTO DECISIONS '° System Map The system map has five, colored -coded symbols for ease of viewing and management where: GREEN (circle) — Indicates that the SmartCovero system is functioning properly and that the site does not have any alarms or maintenance alerts. GRAY (circle) — Indicates that the SmartCover° system was previously located at this site but has been moved. The data for this site is archived and accessible. ORANGE (circle) — Indicates that the SmartCover° system, while not in an Alert or Alert state, has issued and "Advisory ". The Advisory is an email message has been sent because the site data trend indicates that an anomaly is occurring. It advises users to view this site's data and determine what, if any, remedial action should be taken. BLUE (square) — Indicates an "alert' and that a SmartCover® maintenance action is required. For example, it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated within the expected interval. RED (triangle) — Indicates that an "alarm" condition exists at this location. It could be high water event (surcharge) or an intrusion. Action is required. Site Graph A user may access any remote site by clicking on the map or on the address location. As an example, the graph below illustrates level in inches (y- axis), date /time (x- axis), flow levels (blue line), and the alarm setting (red line). We see in this case flow levels are below the alarm and then followed by a surcharge. The surcharge would have triggered an alarm. Note that the alarm is set well below the level where a spill may occur (green line) and allows for sufficient time to respond. In this case the bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. Site Graph 12 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2B43m4& SmartCover° SystemsTM �_— 207.205.04 13.56 - 2012 -05 -12 13'.56 Distance from Manhole Cover Atasni 5et(eaint = TQ �ensur Po51tn>t; _ h3 60 In 65 in .........._.... .... ..................................._....................................... ._...................._........ 70 In 75 in ......_..,........,..._ - ....................................................................._.,__ .....,......................... ,.. 80 In 85 In 90 tr7 6 Q Q 4 O GY CJ O C3 Ca 4 KS (J Y? CF f> 6 O O 4 4 6 CS q d Q 4 4 O Q b CF 4 � O Nw O O N O .Nt d rvN+ Q ry 6 N O rNi p oNi N N N N N tM N N N 1V N N M N N YV N H IV tM H N N H H O e KR b O 4 4 4 R4 C'J b r+ N IV ;^V H Jt tf, V1 N J5 Ut V1 VI N ,Y1 uY V, N r/5 V1 vl Vt ✓1 O 4 4 O 4 6 d Kl C? 4 O C3 CJ O Q Q Q 6' Site Graph 12 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2B43m4& SmartCover° SystemsTM MAR"rCOVIERO 5YS7M%45- TURNING YOUR DATA INTO DECISIONS" SECTION 4: INSTALLATION AND ACTIVATION Installation It is most important to note that the SmartCover installation never requires confined space entry. With this, a typical installation is inexpensive and takes much less than one hour for physically attaching of the SmartCover® system. The antenna is mounted to the top of the cover or lid and the mouthing bracket, housing the PowerPack and E -Box with the DSM connected to the E -Box, to the bottom. The antenna is mounted and secured with a high strength, MIL -Spec grade, two part adhesive and a hole is drilled to feed the antenna wire to the underside where the E -Box control is located. The bracket is mounted to the underside by drilling to two holes into the cover or lid. Two stainless steel screws secure the bracket. The DSM is connected to the E -Box control and it is suspended and aligned to the flow target area i.e., the invert. On -site testing of the communication link is performed to ensure that the unit is operational. • Standard Installation: The SmartCover® system (hardware) is installed in the field at the designated site. • Offsite Installation: The SmartCover® system is installed on the selected cover at an offsite facility and transported to the designated location. This method can minimize onsite time to a few minutes reducing the need for traffic control and disruption. • Typically, the Customer 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 SmartCover® system(s), the following actions are taken to bring full functionality to the SmartCover° system. SCS technicians will assist with all installation activation as part of our standard service protocol. • SmartCover® Activation: Customer Actions • Upon receipt of a Purchase Order, SCS the user will receive a questionnaire to obtain the information necessary to perform the SmartCover® service Set - Up. Proper system operation is dependent upon receipt of required information. • This information is used as part of installation where communication will be tested to verify functionality. • SmartCover° Activation: SCS Actions • At the SCS technical Support offices, the secure Customer Web Site is set up including a private account and database on the SCS secure server. • Web site is configured for the Customer Web Site with SmartCover® system locations and users. • Initial population of the Customer SmartCover ®database. • Registration of the SmartCover® system wireless radios with the network and setting the Customer default system operational parameters. Training Training is provided after completion of the installation process. Once on -site personnel are trained, SCS will be available to provide additional web site training remotely after the SmartCover® system has been installed and operational. 13 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w. ronex.com Hadronex, Inc. is now doilfiz SmartCover° SystemsTM TURNING YOUR DATA INTO DECISIONS'° SECTION 5: ACTIVE SITE MANAGEMENT Active Site Management (ASM) is a compressive support service for the SmartCover° system. It includes software support, satellite connectivity and ongoing technical support with these three elements described below. It is an annual, per site service provided by SCS. ASM includes but is not limited to: • Website hosting- initial set -up and ongoing hosting of all software and customer data. Note that all data is owned by the customer. • Website / Software Upgrades- from time to time SCS provides new features and tools at no charge including such features supporting improved analytical tools, improved graphical tools and new reports. • Website maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • Standard Reports - SCS will support Customer in the preparation of these reports for management or regulators Technical Telephone Support - This service is offered by the SCS Technical Services team from 7am to 5 pm Pacific time and with additional support from local representatives. • Management Oversight • SCS Technical Services team monitors the proper operation of all installed systems including battery voltage, the radio signal strength and the communication to /from the systems. • SCS coordinates the appropriate service to repair any components in the field with you or the local dealer • Alarm Processing — maintaining the infrastructure of the alarm contact system. • After Hours Support — on an as- needed basis. Contact SCS for details • Wireless Communications Connectivity — Access to the two -way, wireless satellite network. Product Improvements The SmartCover® is continuously improving, adding new features and functions. SCS often uses customer input to add new features. Product improvements are backwards compatible to existing satellite systems with 0.10" resolution. There is no charge for these improvements as they are part of the annual ASM. SmartTrendTM SmartTrendTM is an all -new addition to SmartCovere that enables notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see an "anomaly ", it provides users an Advisory email message. This important addition to the SmartCover® system means that users now have the most advanced predictive method available identifying future issues such as SSO days or even weeks before they occur. 14 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do�� SmartCover° SystemsTM i'i4AFR`iC0VcFR0 TURNING YOUR DATA INTO DECISIONS'" SECTION 6: ADDITIONAL TERMS & CONDITIONS, LIMITED WARRANTY Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, 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 SmartCover ®system. 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 an � 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 for a period of one year from 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 AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). 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 OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE 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 SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 15 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 r vQyw.badronex.com Hadronex, Inc. is now doi 611 ' SmartCover© SystemsTM AR =Vc=Ro TURNING YOUR DATA INTO DECISIONS'" 0*0 In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. SECTION 7: Acceptance The undersigned have read and acknowledge their understanding of this offer. Signatures SmartCover® SystemsTM Jay Boyd VP, Sales & Marketing Date 1/612015 City of Santa Ana Signature Date 16 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do ,2&6� SmartCover° SystemsTM FIRST AMENDMENT TO LICENSE AND WARRANTY AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT, is made and entered into this _ day of February, 2016 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"). RECITALS A. Contractor manufactures and installs the Hadronex SmartCover Monitoring and Alarm System (hereinafter "SmartCover "), designed to provide an alerting system for sewer systems overflow and encroachment. B. On September 2, 2014, City entered into Agreement # A- 2014 -21, 2 with Hadronex to purchase and installed SmartCover equipment and SmartCover site monitoring services. C. In accordance with the terms and conditions of Agreement # A -2014 -212, the parties hereby amend the Corrq�ensation and Scope afServices of the agreement. 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: Section 1, SCOPE OF SERVICES, shall be amended to read as follows: 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. Section 2a, COMPENSATION, shall be amended to read as follows: 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 suns to be expended under this Agreement shall not exceed $175,000, annually, during the tenn of this Agreement, and the total not to exceed of this agreement is $475,000 for the entire tern of this agreement. Section 3, TERM, shall be amended to read as follows: This Agreement shall terminate on June 30, 2018, unless terminated earlier in accordance with Section 11 of Agreement # A- 2014 -212. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in frill force and effect. FIRST AMENDMENT TO LICENSE AND WARRANTY AGREEMENT Exhibit 4 25G -51 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the (late and year first above written. ATTEST: MARIA D. HUIZ,AR Clerk of the Council APPROVED AS TO FORM: Sonia R. C It C' ttorney I3 . OSE SANDOVAL Chief Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR, P.E. Executive Director of Public Works Agency FIRST AMENDMENT TO LICENSE AND WARRANTY AG REEMENT CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT HADRONEX INCORPORATED By: DAVID A. DRAKE Title: President 2 25G -52 FIRSTAMENDMENTTO LICENSE AND WARRANTY AGREEMENT EXHIBIT A SCOPE OF SERVICES 25G -53 0li r"R"iCOV=rFR` �,,, ••• I TURNING YOUR DATA INTO DECISIONS'" • Overview of Annual Renewals Section 1: Overview and Pricing SmartCoverO Systems'" (SCS) is pleased to provide the following quotation for the SmartCoverO Annual Renewal . In this document you will find: The purpose of the Annual Service Renewals is to provide users with both essential and optional services for continuous operations of SmartCover® and SmartFLOETM systems. • Active Site Management (ASM) is a required service for continuous receipt of connectivity, data storage, data access, technical support and much more (for complete details see Section 2 for details). • PowerPackTM Warranty, while not essential, is the highly recommended method for optimizing battery performance and costs. • Parts (only) Warranty - Extended is an optional program that assures users with minimal cost in the event of a parts failure. Pricing Part number Price Term in years ASM:ASM -SC1 R 364.00 1 ASM:ASM -SC2R 697.00 2 Extended warrant arts:PW -LTC1 225.00 1 Extended warrant parts:PW -LTC2 437.00 2 Extended warrant arts:EW -SC1 399.00 1 Extended warranty arts:EW -SC2 742.00 2 Section 2: Services Description Active Site Management Active Site Management (ASM) is a compressive suite of support services for the SmartCover° system. ASM is an annual, per site service provided by SCS. ASM includes but is not limited to: Website & Data Hosting • Website Hosting - a dedicated, secure, customer website is set -up, hosted and maintained by SmartCover® Systems7m. Being a cloud -based system, all support for any desired changes by the customer i.e., additions of new monitoring sites, are performed for them by the SCS Customer Service team. • Data Hosting -All data is stored and accessible through a user interface on the customer website. ASM entitles customers to 24/7 access through any browser -based device and this service includes: • Unlimited number of users, each with secure user name and password • Unlimited data storage • Unlimited time of storage 25G -54 SYST=MMS- TURNING YOUR DATA INTO DECISIONS" o All data is the property of the customer. (Data may be downloaded at any time through the user interface.) Website Maintenance — SCS maintains redundant and highly secure servers for hosting the customerwebsite and data. The servers are located in a third party, state -of the -art facility featuring redundant power sources and high quality environmental controls. Website / Software Upgrades - SCS regularly adds new user - features and tools to customer websites to enhance the functionality and capability for users. On average, one major upgrade is developed annually (i.e., SmartTrendT", see below for details) and at no additional charge provided that ASM fee are up to date. SCS also makes other improvements and upgrades on an ongoing basis. All improvements are fully documented and customer notifications are issued by Customer Service as they are implemented. SmartTrendM is an all -new addition to SmartCoverO that notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see a trend "anomaly', it provides users an "Advisory" email message. This means that users now have an advanced, predictive method for identifying future issues such as SSO days or even weeks before they occur. Technical Support • Operational Oversight - The SCS Customer Service team monitors specific operational parameters of all installed, active systems including battery voltage, the radio signal strength and the communication to /from and the sensor. • Technical Support- the SCS Customer Service team provide both telephone and online (email) support for both remote field units and the customer website. This service is offered by the SCS Customer Service team from 7 am to 5 pm Pacific time, Monday through Friday. • After Hours Support — on an as- needed basis SCS can offer after -hours support as needed. In these instances SCS Customer Service should be contacted doe details. • Field Service Coordination- In the event that field service may be required, whether for warranty or non - warranty service, SCS coordinates the appropriate service to diagnose and repair remote field units. • Standard Reports - SCS will support customers in the preparation of these reports for management or regulators. • Alarm Processing — maintaining the infrastructure of the alarm contact system. Communications Wireless Communications Connectivity — SCS uses the high reliability, advanced Iridium satellite system as the communication backbone. This is a bi- directional communication system. Data and alarms and alerts are communicated from remote sites to the customer website. PowerPackfm and PowerPack"m Warranty The SmartCoverO PowerPackTM is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. The PowerPackTM is housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTm provides one year of life and generally longer under normal operating conditions. PowerPackSTm have a 10 -year shelf life when unpowered. The PowerPackM Warranty provides one year of parts -only support meaning that should the PowerPackTM fail during the Warranty period, a new PowerPackM will be supplied at no charge for the part or for shipping via ground. When the Warranty is purchased for an existing installation, please note that a PowerPackT"' is not sent at that time. 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760- 291 -1980 )iwv~arWobwrsysteIns.com Hadronex, Inc. is now do4MAMOUnartcovere SystemsTM SYSTEMS- TURNING YOUR DATA INTO DECISIONS'" Alternately, the SmartCover® system will provide notification through a Maintenance Alert re: "low battery ". This Alert provides adequate amount of time to receive and install the new PowerPackTM provided that expeditious action is taken by the user. SmartCover® PowerPackW Parts Warranty Terms — Extended Parts only, including: • ebox, • DSM (distance sensing module), • Bracket • antenna (e- dote- square) NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after an initial year where it was not purchased then the previous year(s) must also be purchased. NOTE: The two -year option provides a discount and providing that it is paid in -full at the beginning of the services period. NOTE: This does not include the labor to test, exchange, replace or install these parts. SmartCover® E Box Control SmartCoverc DSM E- SquareTm Antenna E -DotTm Antenna 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -198 sm ' e versystems.com Hadronex, Inc. is now Ins SmartCovera systems ", AFR TCOVE=FR� TURNING YOUR DATA INTO DECISIONS" Section 3. Additional terms & conditions, limited warranty Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, 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 system. 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 SmartCoverO 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 for a period of one year from 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 AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). 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 OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE 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 SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 ar rs stems.com Hadronex, Inc. is now do' VILIM0. martCover° System9T StMA R"rCOVaFR" sys7 m " << TURNING YOUR DATA INTO DECISIONS'" Special Price Break QUOTATION For City of Santa Ana Attn: Rudy Rosas Offered by SmartCover SystemsTM Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM 25G -58 lk -, ,* f e d d Quotation Date: 1/6/2016 Quote Validity: 54 days. By Brogan Quist, Regional Manager SmartCover SystemsTM 25G -58 i00 A T'COVMFRO TURNING YOUR DATA INTO DECISIONS" Section I: Pricing SmartCover' Systems" (SCS) is pleased to provide the following Proposal for SmartCover® level and flow- estimating monitoring system. Please find in this document: Pricing Summary as shown in Section 1, a complete System Description in Sections 2 -5, Warranty statement in Section 6, and Acceptance in Section 7. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 C www.Ladronex.com Hadronex, Inc. is now doi WovsmartCoverg SystemsTM sysorMMS­ <' TURNING YOUR DATA INTO DECISIONS'" Pricinq Summary Part Description Unit Unit Price Extended Plumber Qty' (Each) SmartCover® System Components E -Box System Control with onboard computer, modem, digital radio; fully potted and IP -68 rated. Distance Sensing Module (DSM) with 3" to 81" sensor range, with 15' cable. SC- Q -S -15 PowerPacko- lithium thionyl chloride battery with high power 25 $3,188 $79,700 density. E- Square TN antenna, including antenna and installation kit. Mounting bracket kit- three -part amounting bracket set made of heavy gauge, hard - anodized aluminum; includes all mounting hardware. One (1) Year, Parts -Only Warranty Parts Limited Parts -Only Warranty on all system SmartCover 25 Included Included Warranty hardware. See Warranty Statement for complete details. 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 all new ASM -SC1 SmartTrendTM 25 $364 $9,100 • Hosting of data storage — unlimited data storage • 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. Labor Tech Labor Installation of SmartCover Systems 25 $200 $5,000 Freight Out Shipping from office in Escondido 25 $400 Sales Tax Sales Tax for the City of Santa Ana, CA @ 9% 1 8% $6,376 TOTAL All items above $100,576 Prices above reflects discount at 31+ units (special discount if the units are ordered before March I', 2016) SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -11n980 www.liadronex.com Hadronex, Inc. is now dgtgn s SmartCover° SystemSTM SMAFR*rC0VC=F:R' Y T M%4 " f ;= TURNING YOUR DATA INTO DECISIONS" Delivery • Standard: Six (6) weeks upon receipt of a Purchase Order and with receipt of complete engineering and site information from the customer as requested. • All customers will be notified of the shipment date upon Order Acknowledgement. • Actual availability may vary depending on total demand. The "Standard six 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. Terms and Conditions • Payment: Net 30 days • Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after invoice date. Failure to pay in accordance with these terms may void all warranties. • Cancellations: for all orders of less than $10,000, cancellation is accepted prior to shipment. For orders equal to or greater than $10,000, a 15% restocking charge is applied for cancellation. • Returns: returns are accepted with a valid Return Material Authorization (RMA) number only. SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19�C ronex.com Hadronex, Inc. is now doir 6i UMbal SmartCover° SystemsTm StMAR 1=VMFR` TURNING YOUR DATA INTO DECISIONS '° 6% Ongoing Annual Costs After the first year of operation, the following fees will provide continued comprehensive services including software support, data storage, upgrades, added features, and satellite connectivity and PowerPack TM Warranty. These are annual charges paid prior to the start of the year. Active Site Management (ASM) ASM -SC1 $364 One -Year software subscription, satellite connectivity, online maintenance, online S/C monitoring per unit per year. PowerPack Warranty PowerPack TM Warranty (PW- LTC1): $225 One -Year PARTS -ONLY PowerPack Warranty for each installation site, part -only warranty on the PowerPack TM offering unlimited replacements during the Warranty term. Extended Part Warrant Extended Parts Warranty (EW -SCI, Optional): $ 399 One -Year PARTS -ONLY covers: E -Box System Control, Distance Sensing Module (DSM), antenna, and mounting bracket. This is a PARTS ONLY warranty extension after the first year. NOTE: Warranty extensions must be for consecutive years. Should a warranty be purchased after any initial year where the warranty was not purchased then the previous year(s) must be additionally purchased. End Section 1; proceed to Section 2, next page. SmartCover® Systems"m 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do ,2 &6 s SmartCover° Systems"m AFRi'CGVc=FRO TURNING YOUR D)TAIN O DECISIONS SECTION 2: PRODUCT DESCRIPTION OVERVIEW Each SmartCover ®System includes the following components which comprise the hardware delivered with each system: • One (1) E -Box system control • One (1) Ultrasonic Distance Sensing Module (DSM) with connecting cable. • One (1) communications antenna for direct connection to the Iridium Satellite System. • One (1) PowerPackTM, a proprietary high power density lithium thionyl chloride battery • One (1) bracket kit for either mounting flat to the underside of the manhole cover or for mounting to the manhole cover vein. • One installation kit containing all hardware and accessories necessary to mount a single system Item Descriptions: E -Box System Control The E -Box is the system control containing the digital satellite radio, computer and signal processing components. It is fully potted and can be completely submerged in water (IP- 68 rated) It is housed in an, ABS enclosure and shock tested to 10 G's. SmartCover° E Box Control PowerPackTM The PowerPackTM is a high power- density battery system designed for reliable, consistent delivery of power in the harsh wastewater environment. It housed in a urethane coated pack containing Lithium Thionyl Chloride primary batteries. Typically the PowerPackTM provides at least one year of life and generally longer under normal operating conditions. PowerPackS7m have a 10 year shelf life prior to use. SmartCover` PowerPackTM SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w l,onex.com Hadronex, Inc. is now doit+ W§W SmartCover° SystemsTM MAFR71=10VMR TURNING YOUR DATA INTO DECISIONS'" Distance Sensing Module (DSM) The distance sensing module is an ultrasonic distance sensor. It is enclosed and sealed in an ABS housing. It is fully potted and completely water - proof, meeting IP -68 standards. The crystal controlled oscillator sensor is self - calibrating. There are two [distance] ranges available. • The standard range senses between 3" and 81" • The long -range sensor's range is 11" to 240 ". The DSM has two standard cable lengths of 15' and 25'. Custom lengths are available, application dependent, up to 300'. SCS Application Engineers are available to assist users to determine the correct DSM range and cable lengths. E- SeriesTm Antennae The E- SeriesTm antennae include the "E- Square' and the "E -Dot" types. Both are traffic rated and designed to mount directly to the manhole cover or vault lid. They communicate directly to the Iridium Satellite System and do not require any intermediary devices for boosting signals. The antennae are secured to the top of the manhole cover using a high strength, two -part acrylic adhesive specifically designed for high stress, structural applications. The E- Square antenna is a road - reflector type used in areas where there is no opportunity for dislocation from such hazards as snow plows. The E -Dot antenna is for cold- weather climates where snow plow operations occur and are designed to be mounted below the manhole profile. E- Square TM Antenna E -DotTm Antenna SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 -291 -1980 www.hadronex.com Hadronex, Inc. is now do25 SmartCover° SystemSTM r' FR"PCOVcR" TURNING YOUR DATA INTO DECISIONS'" Mounting Bracket Kit The mounting bracket is a ruggedized, corrosion resistant assembly designed to protect and secure system components. The bracket is secured with two stainless steel bolts whereby the installer drills two 1/4" holes into the cover. The bracket is designed in such a manner such that NO CONFINED SPACE ENRTY IS REQUIRED FOR INSTALLATION. Its hard - anodized aluminum housing encloses the PowerPack and the E -Box control. The DSM (distance sensing module) is connected to the E -Box and suspended via a cable, typically over the invert. The bracket is supplied as a three -piece kit for mounting directly to the underside "flat" of the manhole or, alternately, to the manhole cover vein. Mounted Bracket 8 SmartCovere SystemsTm 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 0 w ronex.com Hadronex, Inc, is now doi bull martCover° SystemsTm TURNING YOUR DATA INTO DECISIONS'" di aV SECTION 3: DESCRIPTION OF THE SATELLITE COMMUNICATION SYSTEM The SmartCovero system uses the high reliability, highly secure Iridium Satellite System as its communications backbone. Iridium is a state -of- the -art communications system consisting of 66 Low Earth Orbiting (LEO) satellites. It has global, redundant coverage and is known to provide highly superior connectivity to that of terrestrial systems such as GSM, GPRS and other cell phone based systems. Iridium has a very strong record of performance and reliability. It is used by the US DOD for its reliability. Iridium Satellites are in orbit across the globe and assured connectivity is achieved requiring but a small fraction of the available horizon. SmartCovere systems are able to communicate in challenging locations with such impediments as tree canopies, overpasses or buildings. SmartCovero data is highly secure with servers using 2048 bit encryption. These are redundant servers located in a climate controlled; secure facility with emergency power to prevent any interruptions. Servers store Historical Communication, Data, and Data Access information. Being a web or "cloud" based system; data is available at all times through a browser from a computer, tablet or phone. Users can access data through any web browser to the server via encrypted data and send notifications directly to the user. Iridium Satellite Constellation SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do SmartCover SystemsTM St AFR"rCOVcRO TURNING YOUR DATA INTO DECISIONS" The Communication Process As per the diagram below, the SmartCover° system communicates directly to an orbiting satellite. The communication signals are then sent to Iridium earth link stations, and then to SCS secure servers. For alarm signals, they are subsequently sent to the Customer via cell phone, Smart Phone, digital pager and /or to computers via the internet. It is possible to have alarms sent to a central control room as well. SmartCover® communication is bi- directional and the user has control over the remote sites. A major benefit of the SCS system is that data acquisition, alarms and system setting changes are enabled remote from the installation site saving time and resources. For example, the alarm level [distance] setting can be accessed via the Dedicated User Website to be changed or disabled. Changes to these settings are communicated from the SCS servers through the Iridium system and to the SmartCover® system at the designated site. Redundant Ground Stations Direct to Satellite Communication Bi-Directlo'c7l User Interfaces Remote Site =Data larms /Alerts SmartCover communications system diagram Secure Digital network servers 10 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w ronex.com Hadronex, Inc. is now doin SmartCover® SystemsTM w AR71=C7VMRO TURNING YOUR DATA INTO DECISIONS'' SmartCover: Measurement, Data Acquisition, Transmission and Process Overview The SmartCovero system monitors continuously 24 hours per day, seven (7) days per week. SCS has cumulatively acquired thousands of years of data and experience with this basic measurement protocol to assure users that this methodology is extremely sound and reliable for ongoing data acquisition and alarming functions. Measurement Frequency The SmartCover® system takes a measurement every six (6) minutes. If the measured level is below the pre -set alarm level then the cycle begins again. Data Acquisition Frequency The SmartCover° logs alternate readings of the six (6) minute measurement cycle. In other words it log a measurement every 12 minutes, five (5) times per hour. These readings are "batched" and sent once per hour via satellite to the server and stored for user access such as trending and analysis. Alarming If the SmartCover °system measures and senses that the water it is above the alarm level, an alarm notification is sent to the designated users and by a pre - established communication protocol i.e., text message to a mobile device or an email message to a computer. Alarms through cell phones or pagers are via Short Message Service (SMS), or Smart Phones and emails via email messaging. Alarms will continue to be sent until acknowledged. The system will continue to monitor, even though the alarm has been acknowledged. Note: a dedicated direct - from - satellite handheld system is available option for highly critical communications. Contact SCS for more information. A LEVEL MEASUREMENT IS TAKEN EVERY 6 MINUTES AND DATA IS UPDATED 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. THE LONGEST TIME BETWEEN THE TIME THE WATER REACHES THE ALARM LEVEL, AND WHEN THE ALARM SOUNDS IS 5 MINUTES AND 59 SECONDS. Graphical Data The website is accessed by designated users through a secure portal and using a user name and password. Upon login a map of the system appears as shown below. °^ '46 t � � System Map 11 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do� SmartCover° SystemsTM t%4Ar'€TC0VMR" TURNING YOUR DATA INTO DECISIONS System Map The system map has five, colored -coded symbols for ease of viewing and management where: GREEN (circle) — Indicates that the SmartCovero system is functioning properly and that the site does not have any alarms or maintenance alerts. GRAY (circle) — Indicates that the SmartCovero system was previously located at this site but has been moved. The data for this site is archived and accessible. GRANGE (circle) — Indicates that the SmartCover® system, while not in an Alert or Alert state, has issued and "Advisory'. The Advisory is an email message has been sent because the site data trend indicates that an anomaly is occurring. It advises users to view this site's data and determine what, if any, remedial action should be taken. BLUE (square) — Indicates an "alert" and that a SmartCover® maintenance action is required. For example, it could mean the battery has low voltage and needs to be replaced or that a unit has not communicated within the expected interval. RED (triangle) — Indicates that an "alarm" condition exists at this location. It could be high water event (surcharge) or an intrusion. Action is required. Site Graph A user may access any remote site by clicking on the map or on the address location. As an example, the graph below illustrates level in inches (y- axis), dateltime (x- axis), flow levels (blue line), and the alarm setting (red line). We see in this case flow levels are below the alarm and then followed by a surcharge. The surcharge would have triggered an alarm. Note that the alarm is set well below the level where a spill may occur (green line) and allows for sufficient time to respond. In this case the bottom of the sensor is 64 inches from the manhole cover and the alarm is set for 74 inches below the manhole cover. Site Graph 12 SmartCovere SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w1adronex.com Hadronex, Inc. is now doi ThLtmartCiavero SystemsTM A 2012 -0504 13:56 - 2012.05.22 13.56 Distance from Manhole Cover Alarm setpoint = 74 5-osor Position = 54 60 In 6.5 in ........ ........... .... ........ ........ ........................ ....... ........... .. ....... .... ...... ....... . ............... ........ i. 70 ul - ................................ 75 in - ........................................ ............ ............................................... 80 In 85 in 90 in 95 itl..,_ a.,.. wwu.... J_ a.. �x.. i,.. ,v.Jw..w�.w".��..._,..i.1..�u., . ..�w..a....,w..w�.J.� -t O O 4 Ci P P P O O SJ P Q P O P P Q O l2 O O O O P P O O O P Q P P P 4 4 4 Y rvry o ry P ry P ru P ry Q ry Q rv� Q ry Q n Q N ml ry M N �N i M N n, N N N M N N (y H N M in 6 6 71 " Q Q Q Q Q Q P P Q Q .+ ry n vi n dl ,n ur v. Jr +n ui Ji Jl v, 4n ul ur ,n ur O O O O O P 4 Q Q O Q Q Q Q 4 Q O Q Site Graph 12 SmartCovere SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 w1adronex.com Hadronex, Inc. is now doi ThLtmartCiavero SystemsTM Si FR7COVMFR` YS'iMi4 S1 -_-\. TURNING YOUR DATA INTO DECISIONS" 000 SECTION 4: INSTALLATION AND ACTIVATION Installation It is most important to note that the SmartCover installation never requires confined space entry. With this, a typical installation is inexpensive and takes much less than one hour for physically attaching of the SmartCover® system. The antenna is mounted to the top of the cover or lid and the mouthing bracket, housing the PowerPack and E -Box with the DSM connected to the E -Box, to the bottom. The antenna is mounted and secured with a high strength, MIL -Spec grade, two part adhesive and a hole is drilled to feed the antenna wire to the underside where the E -Box control is located. The bracket is mounted to the underside by drilling to two holes into the cover or lid. Two stainless steel screws secure the bracket. The DSM is connected to the E -Box control and it is suspended and aligned to the flow target area i.e., the invert. On -site testing of the communication link is performed to ensure that the unit is operational. • Standard Installation: The SmartCovero system (hardware) is installed in the field at the designated site. • Offsite Installation: The SmartCover® system is installed on the selected cover at an offsite facility and transported to the designated location. This method can minimize onsite time to a few minutes reducing the need for traffic control and disruption. • Typically, the Customer 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 SmartCover® system(s), the following actions are taken to bring full functionality to the SmartCover° system. SCS technicians will assist with all installation activation as part of our standard service protocol. • SmartCover® Activation: CustomerActions • Upon receipt of a Purchase Order, SCS the user will receive a questionnaire to obtain the information necessary to perform the SmartCover® service Set - Up. Proper system operation is dependent upon receipt of required information. • This information is used as part of installation where communication will be tested to verify functionality. • SmartCover® Activation: SCS Actions • At the SCS technical Support offices, the secure Customer Web Site is set up including a private account and database on the SCS secure server. • Web site is configured for the Customer Web Site with SmartCover® system locations and users. • Initial population of the Customer SmartCover ®database. • Registration of the SmartCover® system wireless radios with the network and setting the Customer default system operational parameters. Training Training is provided after completion of the installation process. Once on -site personnel are trained, SCS will be available to provide additional web site training remotely after the SmartCover® system has been installed and operational. 13 SmartCover° SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now dono SmartCover° SystemsTM TURNING YOUR DATA wro DECISIoNs ° SECTION 5: ACTIVE SITE MANAGEMENT Active Site Management (ASM) is a compressive support service for the SmartCover® system. It includes software support, satellite connectivity and ongoing technical support with these three elements described below. It is an annual, per site service provided by SCS. ASM includes but is not limited to: • Website hosting- initial set -up and ongoing hosting of all software and customer data. Note that all data is owned by the customer. • Website t Software Upgrades- from time to time SCS provides new features and tools at no charge including such features supporting improved analytical tools, improved graphical tools and new reports. • Website maintenance — maintaining the secure servers on which your web site resides, and providing free upgrades to the web sites as they become available. • Standard Reports - SCS will support Customer in the preparation of these reports for management or regulators Technical Telephone Support - This service is offered by the SCS Technical Services team from 7am to 5 pm Pacific time and with additional support from local representatives. • Management Oversight • SCS Technical Services team monitors the proper operation of all installed systems including battery voltage, the radio signal strength and the communication to /from the systems. • SCS coordinates the appropriate service to repair any components in the field with you or the local dealer • Alarm Processing — maintaining the infrastructure of the alarm contact system. • After Hours Support — on an as- needed basis. Contact SCS for details • Wireless Communications Connectivity — Access to the two -way, wireless satellite network. Product Improvements The SmartCover° is continuously improving, adding new features and functions. SCS often uses customer input to add new features. Product improvements are backwards compatible to existing satellite systems with 0.10" resolution. There is no charge for these improvements as they are part of the annual ASM. SmartTrendTM SmartTrendTM is an all -new addition to SmartCover® that enables notifies and enable users to anticipate events at remote monitoring sites. SmartTrendTm automatically scans each remote site to assess data trends. Should it see an "anomaly ", it provides users an Advisory email message. This important addition to the SmartCover® system means that users now have the most advanced predictive method available identifying future issues such as SSO days or even weeks before they occur. 14 SmartCover° SystemSTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 ronex.com Hadronex, Inc. is now doi es a I SmartCover SysteruSTM StMAR CGVMR` TURNING YOUR DATA INTO DECISIONS SECTION 6: ADDITIONAL TERMS & CONDITIONS, LIMITED WARRANTY Mutual Hold Harmless SCS hereby holds Customer harmless from any and all claims that may arise, or damages that may result, to SCS or SCS staff during the performance of this contract. Customer hereby holds harmless SCS, 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 SmartCover® system. 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 anX 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 for a period of one year from 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 AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). 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 OR UNAUTHORIZED REPAIR. REPLACEMENT AS PROVIDED UNDER THIS WARRANTY IS THE EXCLUSIVE REMEDY. SCS SHALL NOT BE 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 SCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 15 SmartCover® SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -1980 www.hadronex.com Hadronex, Inc. is now do2 ae�s2s SmartCover© SystemsTM i Ar` T`=V=�R° TURNING YOUR DATA INTO DECISIONS'" In no event shall SCS's liability, whether in contract or in tort (including negligence and strict liability), exceed the price of the Product from which such liability arises. SECTION 7: Acceptance The undersigned have read and acknowledge their understanding of this offer. Signatures SmartCover® SystemsTM /1 �r Jay Boyd VP, Sales & Marketing Date 1/6/2015 City of Santa Ana Signature Date 16 SmartCover SystemsTM 2067 Wineridge Place, Suite E, Escondido, CA, 92029 760 - 291 -19 rr w onex.com Hadronex, Inc. is now doix ®l ' martCovero SystemsTM 25G -74