HomeMy WebLinkAboutHadronex LLC; 2006-07-21;RATIFICATION OF AMENDMENT NO._2_ TO EXTEND AND AMEND AGREEMENT
FOR WASTEWATER FLOW MONITORING SERVICES
Hadronex, a California Corporation
This Ratification of Amendment No. 2 is entered into as of the / day of
Cp^JaJ^tivw^ >€j> . 200£_, but effective as of the 21st day of July . 2008,
extending and amending the agreement dated July 21. 2006 (the "Agreement") by
and between the City of Carlsbad, a municipal corporation, ("City"), and Hadronex. a
California Corporation. ("Contractor") (collectively, the "Parties").
RECITALS
A. The Agreement, as amended from time to time expired on July 21. 2008 and
Contractor continued to work on the services specified therein without the benefit of an
agreement.
B. The Parties desire to alter the scope of work of the Agreement to prorate added
5 units with existing 5 units of wastewater flow monitoring devices and the necessary technical
support services.
C. The Parties desire to extend the Agreement for a period of five years from the
date first above written. The prorated adjustment for year one is not to exceed Ten Thousand
Four Hundred Thirty Seven dollars and fifty-nine cents ($10,437.59), with the following four
years not to exceed Sixteen Thousand Ninety dollars and no cents ($16,090.00) annually.
D. The Parties have negotiated and agreed to a supplemental scope of work and
fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of
Services and Fee, and to the Extended Warranty and Service Terms which is attached to and
incorporated in by this reference as Exhibit "B".
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1 . The retroactive extension and amendment of the Agreement is ratified.
2. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibits "A" and
"B".
3. The Parties desire to extend the Agreement for a period of five years. The
prorated adjustment for year one is not to exceed Ten Thousand Four Hundred Thirty Seven
dollars and fifty-nine cents ($10,437.59), with the following four years not to exceed Sixteen
Thousand Ninety dollars and no cents ($16,090.00) annually. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs and appropriation of funds by the
City Council. The Parties will prepare a written amendment indicating the effective date and
length of the extended Agreement.
4. City will pay Contractor for all work associated with those services described in
Exhibits "A" and "B" on a time and materials basis. A prorated adjustment for year one is not to
exceed Ten Thousand Four Hundred Thirty Seven dollars and fifty-nine cents ($10,437.59), with
the following four years not to exceed Sixteen Thousand Ninety dollars and no cents
($16,090.00) annually.
5. Contractor will complete all work described in Exhibits "A" by July 21, 2013.
6. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
7. All requisite insurance policies to be maintained by the Contractor pursuant to
the Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
8. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this amendment.
CONTRACTOR: Hadronex, a California
Corporation
*By:
(sign refef
CITY OF CARLSBAD, a municipal
corporation of me State of California
By:
(print name/title)
ATTEST:
(e-mail address)
LORRAINE M. WOOD
City Clerk
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:.
tJeputy City AttoViey
ACKNOWLEDGMENT
State of California
County of
(insert name and title oftn
personally appeared 'uj yv Y , .
who proved to me on the basis of satisfactory evidence to be the personj|spwhose name^is/are/
subscribedTojthe within instrumef>rartd acknowledged to^e-ttiat he/sh^meyy€xecuted the same in
his/hera^ipauthorized capacity^ies^^and that by his/hera^ii^signaturei(^^n the instrument the
persornspor the entity upon behalf of which the person^acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature /(Seal)
BEST
COPY
ACKNOWLEDGMENT
State of California A.
County of J.l \JJ£Q___}
ert name and title ofTh
personally appeared . ._. .. . _ . ...
who proved to me on the basis of satisfactory evidence to be the person^) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
KATHLEEN A. BUKELY!
Commi<si«if1S4|783
PuMoCtMemiij
Eip.Jift.Z3. 2009
'(Seal)
EXHIBIT "A"
SCOPE OF SERVICES
Hadronex LLC hereby agrees to perform Extended Warranty and Maintenance Services
for the City of Carlsbad SmartCover Monitoring System as described below as the
"Scope of Services" to the City of Carlsbad.
A. Hadronex LLC agrees to perform these services as an Extended Warranty
and Maintenance agreement for $10,473.59 for the first year and $1,609.00 per Unit per
year for each subsequent year, adjusted for San Diego CPI.
B. Hadronex LLC shall provide Extended Warranty and Maintenance services as
outlined in their proposal submitted and incorporated herein as
part of this contract, identified as Exhibit "B."
C. Hadronex LLC shall provide Extended Warranty and Maintenance services
for a period of five (5) years after date of signed agreement.
D. Hadronex LLC shall provide all labor and materials required to replace the
Power Pack component of the units on a annual basis to ensure proper operation of the
SmartCover Monitoring System.
E. Hadronex LLC shall perform two unscheduled service visits each year, per
SmartCover unit as part of the contract. Hadronex shall provide these site visits in
addition to the routine Power Pack replacement visits.
F. Hadronex LLC shall provide all labor and materials required to maintain and
manage a secure data web site to enable the City of Carlsbad to access SmartCover
Monitoring System data at any time and/or to change parameters.
Smartcover ®
EXHIBIT "B"
by HadroneX
QUOTATION
Extended Warranty and Service Terms
City of Carlsbad
September 8, 2008
1. Plan: Platinum Extended Warranty and Service Plan
Includes:
• All existing 10 installed SmartCovers
• Term: Five years. Invoiced at the anniversary dates of installed Units.
• Start Date: July 1,2008
• Discount:
(a) No charge for extended warranty for original five SmartCover®
Units, and
(b) Warranty credit for latest five SmartCover® Units installed (see
chart below).
Carlsbad SmartCover® Sites
(as of 1 July 2008)
#
1
2
3
4
5
6
7
8
g
10
SmartCover Unit
Jeech and Ocean
Valley and Valley
Grand and State
Chinquapin
5io Pico
Tanglewood
North County Plaza
VC Trunk
Hospital Way
BSD Costco 1 5
Date Installed
9/21/06
9/21/06
9/21/06
9/21/06
9/22/06
3/11/08
3/11/08
3/11/08
3/11/08
3/26/08
Years Installed
1.694
1.694
1.694
1.694
1.691
0.306
0.306
0.306
0.306
0.263
Credit for Extended Warranty
0 : 0. 694 years beyond warranty
0: 0. 694 years beyond warranty
0 : 0. 694 years beyond warranty
0 : 0. 694 years beyond warranty
0: 0.697 years beyond warranty
0.694 years
0.694 years
0.694 years
0.694 years
0.737 years
381 Engel Street
Escondido, CA 92029
www.hadronex.com
(760)291-1980
(760) 291-1982 (fax)
Smartcover
by HadroneX
2. Cost/Unit/Year
Smart Cover® Platinum Extended Warranty and Service Plan
• Year 1 (FY 2009), prorated to July 1, 2008
Units Cost/Unit Total
Units 1-5 $1,609.00 $8,045.00
Units 6-9 $492.35 $1,969.42
Unit 10 $423.17 $423.17
TOTAL $10.437.59
• Years 2-5. Cost for subsequent years: $1,609.00/Unit/year for all 10 Units,
adjusted for San Diego CPI.
• Payment due August 1 of each fiscal year for Warranty and Service for the year.
3. Product Support Services (Platinum Plan)
Includes:
• Annual Network Maintenance and Monitoring (two-way wireless communications)
• Alarming
• Web site upgrades
• 2-way digital wireless communications
• Technical support
• Monitoring and replacement as necessary of PowerPacks to operate Units over
period of contract.
• Extension of original warranty over the period of program (FY2009 through
FY2013)
• Field service to repair and replace Units as required
Does not include:
• Replacement of Units or parts damaged outside of warranty
City shall:
• Provide traffic control support as required
381 Engel Street (760) 291-1980
Escondido, CA 92029 (760) 291-1982 (fax)
www.hadronex.com
RATIFICATION OF AMENDMENT NO. J TO EXTEND AND AMEND AGREEMENT
FOR WASTEWATER FLOW MONITORING SERVICES
Hadronex, a California Corporation
This Ratification, of Amendment No. 1 is entered into as of the
day of ^T)6uU-s _ _ _ , 200^_, but~effective as of the 21st ' day of July . 2007extending and
amending the agreement dated July 21, 2006 _ (the "Agreement") by and
between the City of Carlsbad, a municipal corporation, ("City"), and Hadronex, a California
Corporation _ , ("Contractor") (collectively, the "Parties").
RECITALS
A. The Agreement, as amended from time to time expired on July 21, 2007 and
Contractor continued to work on the services specified therein without the benefit of an
agreement.
B. The Parties desire to alter the scope of work of the Agreement to add an
additional five (5) wastewater flow monitoring devices and the necessary technical support
services.
C. The Parties desire to extend the Agreement for a period of one year.
D. The Parties have negotiated and agreed to a supplemental scope of work and
fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1 . The retroactive extension and amendment of the Agreement is ratified.
2. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A".
• Provide/install equipment - $16,942.71
• Annual service agreement for new equipment - $1 ,500
• Extension of annual service agreement - $1 ,500
3. City will pay Contractor for all work associated with those services described in
Exhibit "A" on a time and materials basis not-to-exceed nineteen thousand nine hundred forty-
one dollars and seventy-one cents ($19,941.71).
4. Contractor will complete all work described in Exhibit "A" by July 21. 2008.
5. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
City Attorney Approved Version #05.22..01
6. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
7. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this amendment.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here)
0 fan flMttf
(print name/title)
frw
Public Works Director
ATTEST:
address)
(sign here)City Clerk ^y&,>y>"\**; **<:•
•f&- XT' »-^~
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy City Att
City Attorney Approved Version #05.22..01
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
Itemized List of what Contractor will do for City and at what price.
City Attorney Approved Version #05.22..01
QUOTATION
Exhibit "A"
SmartCover® Monitoring System
For the
City of Carlsbad
November 13, 2007
Hadronex is pleased to provide to the City of Carlsbad the following quotation for the
implementation of the SmartCover® Monitoring System. The SmartCover® System
includes the components listed here. Detailed item descriptions follow the pricing.
Item # Item Quantity Unit Price Total
Equipment
1 SmartCover® Units
SPECIAL PRICING FOR
Service
2
3
5
CITY OF CARLSBAD
SmartCover® Installation and
Activation. 5
Annual Service Fee
Subtotal
State Tax @ 7
TOTAL
5
75% on Hardware only
$2,932 $14,660
$2,727 $13,635
$450 $2,250
$300/year $1.500/vear
$17,385
1.056.71
$18,441,71
A copy of City of Carlsbad Business Registration Certificate 1222478 is attached.
Detailed Item Descriptions
1. A SmartCover® Unit includes the following:
• one (1) Smart Cover® PowerPack 3.0
• one (1) SmartCover® Electronics Unit 3.0
• one (1) Distance Sensing Module (DSM) 3.0
• one (1) DSM Cable 3.0 for connecting the DSM to the Electronics Unit.
City of Carlsbad - Hadronex Quotation November 14, 2007 Page 1 of 5
Estimated battery life of the PowerPack is one (1 ) year of usage from Date
of Delivery.
2. SmartCover® Installation and Activation will be provided by Hadronex
Locations
• Tanglewood 6A-51
• N. County Plaza 5A-21
• VC Trunk 5A-2
• Hosp way 5B-35
• Carrillo Ranch 39C-44
INSTALLATION
• The preferred method of installation is to install the SmartCover® unit, in the
City of Carlsbad's maintenance yard, on a manhole cover supplied by the City
of Carlsbad which can then be transported to the site and exchanged with the
manhole cover designated to receive the SmartCover®. Care should be taken
on the manhole cover size. The alternate method of installation is to transport
the SmartCover® unit to the designated site and perform the installation there.
The preferred method is much quicker and minimizes the need for traffic
disruption and control.
• Installation consists of physical installation of the SmartCover® units at the
manhole locations of choice; alignment and seating of the SmartCover® in the
manhole; and on-site testing to ensure that the SmartCover® is properly
operational prior to leaving the site.
• The SmartCover® Unit is mounted onto the manhole cover by attaching high
performance magnets to the Mounting Plate. A security cable further
attaches the Mounting Plate to the underside of the manhole cover through a
%" hole drilled into the supports.
• There are two styles of antenna mounts: (a) High Gain and (b) Low Profile.
Manhole locations in traffic areas are typically fitted with Low Profile antenna
mounts. Attachment of the antenna mounts is achieved by using DOT-
approved epoxy and requires the drilling of a %" hole into the manhole cover
and overnight curing.
• Some locations can be fitted with High Gain antenna mounts since traffic and
visibility of the antennae are not an issue.
• At installation, the SmartCover® will be tested for: radio signal strength at the
location; proper depth measurement; proper temperature measurement; and
City of Carlsbad - Hadronex Quotation November 14, 2007 Page 2 of 5
proper response to requests for information.
If necessary, City of Carlsbad will provide personnel, as appropriate, traffic
control as well as transportation for movement of SmartCover units to the
proper locations and removal of old manhole covers from these locations.
ACTIVATION
SmartCover® Activation will be provided by Hadronex and includes:
o creation of the City of Carlsbad private database and account on the
Hadronex secure server
o web site configuration for City of Carlsbad SmartCover® units and
users
o initial population of the City of Carlsbad SmartCover® database
o registration of the SmartCover® unit wireless radios with the wireless
network; setting of the City of Carlsbad default system operational
parameters
o setting of alarm protocols and contacts including personnel who will
receive the alarm text messages through cell phones, pagers or email
as selected by the City of Carlsbad.
o Upon receipt of Purchase Order, Hadronex will provide the City of
Carlsbad with a questionnaire to obtain the information needed to
perform the SmartCover® Service Set-Up. The City of Carlsbad will
provide this information to Hadronex within one week after receipt of
the questionnaire from Hadronex.
3. The Annual Service Fee includes the following components:
• Alarming. Alarm service, providing the means and methods to generate,
transmit and receive alarms from the SmartCover® units in the field. The
Alarms will be based on specified level thresholds or pressures and entry
criteria to manholes through the SmartCover®. The modes of reception (e.g.
cell phones, pagers, email, etc.) of the Alarms will be chosen by the City of
Carlsbad.
• Web site. Maintenance and support of the City of Carlsbad web site which
provides secure access to: SmartCover® maintenance data; manhole
statistics; pressure measurements; alarm information; and operational
parameters.
• Wireless communications. Access to a two-way wireless communications
network that provides the means for communication to and from the
SmartCover® units in the field. The Annual Service Fee includes Normal
City of Carlsbad - Hadronex Quotation November 14, 2007 Page 3 of 5
Communications Load of two (2) status messages per day, plus any alarms
that may occur during the month as well as 15 messages to each
SmartCover® unit (e.g. changing operational parameters, getting an
unscheduled status, etc.) per month.
• Technical support. Hadronex will provide technical support for the
SmartCover® System, including: (i) Telephonic support during normal Pacific
Time working hours (8 AM to 5 PM, Monday through Friday, excepting
holidays); (ii) 24 hour round-the-clock telephone support for critical
emergencies.; and (iii) E-mails from the City of Carlsbad with non-urgent
questions regarding operation of the SmartCover® System will be
acknowledged and answered within one business day from receipt.
System Installation, Operation and Payment Terms
Hadronex will commence work on the SmartCover® System as described in this
proposal upon receipt of a formal Purchase Order. Based on availability of off-the-shelf
units, and the availability of the City of Carlsbad support personnel, Hadronex estimates
that it will take from four (4) to six (6) weeks to deliver the units and complete installation
and system activation, including a brief test period for the sites.
Payment Terms
Payment terms are net thirty (30) days after invoice.
Hadronex will invoice for units upon completion of Installation and Activation of each
unit.
Other Terms and Conditions
Mutual Hold Harmless. Hadronex hereby holds the City of Carlsbad 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. The City of Carlsbad 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 SmartCover® system.
Loss of Communications. The City of Carlsbad 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® 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,
City of Carlsbad - Hadronex Quotation November 14, 2007 Page 4 of 5
equipment failure, sewage spills, or any consequential damages caused by, or resulting
from, the use or installation of the SmartCover® system.
Term of Quotation. This quotation is valid for 30 days from the date of submission to
the City of Carlsbad.
Warranty
The equipment components of the SmartCover® system are warranted free from defects
of material and workmanship for a period of one year after first beneficial use by the City
of Carlsbad. Upon approval of a warranty failure by Hadronex, Hadronex will either
repair or replace the defective component at Hadronex' sole discretion.
Signatures
HADRONEX CITY OF CARLSBAET
David Drake
Senior Partner, Hadronex
U
Date ( Date
HADRONEX
381 Engel Street
Escondido, CA 92029
City of Carlsbad - Hadronex Quotation November 14, 2007 Page 5 of 5
AGREEMENT FOR WASTEWATER FLOW MONITORING SERVICES
(Hadronex LLC)
AGREEMENT is made and entered into as of the rw day of
20Aio. by and between the CITY OF CARLSBAD, a municipal
corporati^, ("Qjjy"), and Hadronex, a California Corporation, ("Contractor").
RECITALS
A. City requires the professional services of a contractor that is experienced
in wastewater flow monitoring systems.
B. Contractor has the necessary experience in providing professional
services and advice related to the SmartCover™ Monitoring System.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date
first above written. The City Manager may amend the Agreement to extend it for three
(3) additional one (1) year periods or parts thereof in an amount not to exceed one
thousand five hundred dollars ($1,500.00) per Agreement year. Extensions will be
based upon a satisfactory review of Contractor's performance, City needs, and
appropriation of funds by the City Council. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
City Attorney Approved Version #04.01.02
The total fee payable for the Services to be performed during the initial Agreement term
will be eighteen thousand one hundred thirty-eight dollars and thirty-six cents
($18,138.36). No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this Agreement. The City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or Services
specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6- STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7- SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
City Attorney Approved Version #04.01.02
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V.
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
City Attorney Approved Version #04.01.02
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
City Attorney Approved Version #04.01.02
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For Citv: For Contractor:
Name Crrta
c\T~Title ->6iAiA-
Department fwwV\Khfliiw IT Qlm~f<flk$ Address
City of Carlsbad ^CcovJJa cA
Address 5^50 ^1 PrxtA^ ^1 Phone No.
CA
Phone No. IftO -
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
City Attorney Approved Version #04.01.02
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19- DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
City Attorney Approved Version #04.01.02
6
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et sea., the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
City Attorney Approved Version #04.01.02
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR ^ CITY OF CARLSBAD, a municipal
^—CQrporat
*Bv: /(
*• „ 1 \*r J ' 1 * » MJ tJ
Manager OE Mayor
ATTEST:
LORRAINE M.
City Clerk
(e-mail address) "'/^ .. |X,
If required by City, proper notarial acknowledgment of execution"By"contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
City Attorney Approved Version #04.01.02
8
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Bv: A?J^L/
Deputy City Attorney
City Attorney Approved Version #04.01.02
EXHIBIT "A"
SCOPE OF SERVICES
SmartCover™ Monitoring System
for the
City of Carlsbad, CA
25 May 2006
Hadronex is pleased to provide to the City of Carlsbad ("City") the following
quotation for the implementation of the SmartCover™ Monitoring System at 5
sites. The SmartCover™ System includes the components listed here. Detailed
item descriptions follow.
Item#
1
2
3
4
5
6
Subtotal
Item
Standard SmartCover Units
SmartCover Mounting
SmartCover Installation
TMSmartCover Service Set-Up
SmartCover System Training
Annual Service Fee
State Sales Tax @7.75% on hardware
Quantity
5
5
5
1
1
5
only
Unit Cost
$2,499.00
$175.00
$200.00
$500.00
$800.00
$300.00
Total
$12,495.00
$875.00
$1,000.00
$500.00
$800.00
$1,500.00
$17,170.00
$968.36
Total $18,138.36
Notes (1) For normal operations. Excess communications charges apply as follows: 15 additional
communications per month above normal alarming and status messages are provided; $0.25 per
communication for excess communications. These charges are not typical or normal and would
be associated with an unusually high amount of communications activity from Carlsbad to the
Units.
A total of five (5) sites for installation of the SmartCover™ system were inspected
by Hadronex with the support of City personnel on May 23, 2006. Based on the
field surveys, all sites have sufficient radio signal strengths and are appropriate
for installation of the SmartCover™ system.
The five manhole sites are:
• Beach Street and Ocean Street
• Valley Street and Valley Place
• Grand and State
• 3780 Pio Pico
• 446 Chinquapin
(Reference page - manhole number)
9D-24
10B-25
9D-57
16A-2
16C-17
10
City Attorney Approved Version #04.01.02
Item Descriptions
1. A "SmartCover™ Unit" includes one (1) Smart Cover™ PowerPack 3.0, one
(1) SmartCover™ Electronics Unit 3.0, one (1) Distance Sensing Module
(DSM) 3.0, and one (1) DSM Cable 3.0 for connecting the DSM to the
Electronics Unit. The Limited Warranty for these components is below.
2. "SmartCover™ Mounting" wilt be provided by Hadronex at a cost of
$175/Unit, and includes mounting of the appropriate antenna on each of the
manhole covers to be used. There are two styles of antenna mounts: (a) High
Gain and (b) Low Profile. Manhole locations in traffic areas are typically fitted
with Low Profile antenna mounts, and manhole locations win be fitted with
High Gain antenna mounts since traffic and visibility of the antennae are not
an issue. Attachment of the antenna mounts is achieved by using DOT-
approved epoxy and requires the drilling of a %" hole into the manhole cover
and overnight curing. The SmartCover Unit is mounted onto the manhole
cover by attaching high performance magnets to the Mounting Plate. A
security cable further attaches the Mounting Plate to the underside of the
manhole cover through a W hole drilled into the supports. City will provide
eleven (11) manhole covers, for this item. At the City's option, the
SmartCover™ Mounting can take place at City facilities in conjunction with
City personnel. Hadronexinvites and encourages City direct participation in
this process and comments on SmartCover™ Mounting procedures and
methods.
3. "SmartCover™ Installation" will be provided by Hadronex at a cost
of$200/location and includes: providing transportation of the mounted
SmartCover™ units to the installation locations or installing the SmartCover™
on-site transported by City, as appropriate; physical installation of the
SmartCover™ units at the manhole locations of choice; alignment and seating
of the SmartCover™ in the manhole; and on-site testing to ensure that the
SmartCover™ is properly operational prior to leaving the site. At installation,
the SmartCover™ will'be tested for: radio signal strength at the location;
proper depth measurement; proper temperature measurement; and proper
response to requests for information. CITY will provide personnel and, as
appropriate, transportation for movement of SmartCover™ units to the proper
locations and removal of old manhole covers from these locations. Hadronex
invites City participation and comment on SmartCover™ Installation
procedures and methods.
4. "SmartCover™ Service Set-Up" will be provided by Hadronex at a total of
$500.00 and includes: creation of the City database and account on the
Hadronex secure server; web site configuration for City SmartCover™ and
Users; initial population of the City database; registration of the SmartCover™
Unit wireless radios with the wireless network; setting of the City default
system operational parameters; setting of alarm protocols and contacts
including personnel who will receive the alarm messages through cell phones,
City Attorney Approved Version #04.01.02
11
pagers, email or other electronic means as selected by City. Upon receipt of
Purchase Order, Hadronex will provide City with a questionnaire to obtain the
information needed to perform the SmartCover™ Service Set-Up. City will
provide this information to Hadronex within one week after receipt of the
questionnaire from Hadronex. Hadronex invites City participation and
comment on SmartCover™ Service Set-Up procedures, content, and
methods.
5. "SmartCover™ System Training" will be provided by Hadronex and includes:
approximately eight (8) man-hours of direct contact training with City
personnel. Training will take place at the location of choice in or around City
facilities in order to minimize disruption of City personnel. City will provide at
least one staff person for training on the use, operation, and maintenance of
the SmartCover™ System. City must configure their network security to
permit access to: https://www.mysmartcover.com. City should see a log-in
screen if they can reach this site. Training will take place at the time of turn-
over of the system for City operation. Hadronex invites City comment on
SmartCover™ Service Training content, style, procedures, and methods.
6. The "Annual Service Fee" includes the following components:
a. Alarming. Alarm service, providing the means and methods to generate,
transmit and receive alarms from the fielded SmartCover™ units. The
Alarms will be based on -' specified level thresholds and entry criteria to
manholes through the SmartCover™. The modes of reception (e.g. cell
phones, pagers, email, etc.) of the Alarms will be chosen by City.
b. Web site. Maintenance and support of the City web site which provides
secure access to: SmartCover maintenance data; manhole statistics;
alarm information; and operational parameters.
c. Wireless communications. Access to a two-way wireless
communications network that provides the means for communication to
and from the SmartCover™ units in the field. The Annual Service Fee
includes Normal Communications Load of two (2) status messages per
day, plus any alarms that may occur during the month as well as 15
messages to each SmartCover™ unit (e.g. changing operational
parameters, getting an unscheduled status, etc.) per month. Any increase
above this Normal Communications Load per month will be charged at
$0.25 per communication. These excess charges are not typical or normal
and would be associated with an unusually high amount of
communications activity from City to the Units.
d. Technical support. Hadronex will provide technical support for the
SmartCover™ System, including: (i) Telephonic support during normal
Pacific Time working hours (8 AM to 5 PM, Monday through Friday,
excepting holidays); (ii) 24 hour round-the-clock telephone support for
critical emergencies.; and (iii) E-mails from City with non-urgent questions
City Attorney Approved Version #04.01.02
12
regarding operation of the SmartCover™ System will acknowledged and
answered within one business day from receipt.
System Installation, Operation and Payment Terms
Hadronex will commence installation of the SmartCover™ System as described
in this proposal upon written acceptance of the terms of this proposal or receipt
of Purchase Order, whichever comes first. Based on availability of off-the-shelf
Units, Hadronex estimates that it will take no longer than six (6) weeks to
complete installation and system set-up, including a brief test period
for the manhole sites.
After completion of installation of the Units, Hadronex and City will schedule a
Training Session during which Hadronex will train one or more City personnel on
operation and maintenance of the SmartCover™ system. Hadronex will formally
turn over operation of the SmartCover™ System to City at the conclusion of the
Training. Hadronex will invoice CITY upon completion of the Training Session
with payment terms net 15. Based on the schedule of installations, particularly
the PR sites, Training may take place prior to complete installation of all Units, in
which case, Hadronex will invoice for only those Units that are under operation at
that time. Other Units will be invoiced as they are installed, under the same
terms.
LIMITED WARRANTY
1. Battery. 1 year. Full replacement through Month 11 if failure, 60.% of cost if
failure during Month 12. Covered for "normal use". Exceptions for abuse or
misuse. Price of batteries: $150. Subject to change.
2. Sensor. 18 months. Full replacement for 12 months. 75% Month 13 through
Month 15. 50% Month 16 through 18. Cover "normal use." Exceptions for
abuse or misuse. Price of sensor: $400. Subject to change.
3. Remainder of parts: Two years. Full replacement for 18 months. 75% Months
18 to 21. 50% Months 22 to 24. Price of remainder: $1800. Subject to
change.
4. Antenna and antenna mount. Two years. Normal traffic conditions.
Exceptions for road work, paving, snowplows. Price of antenna and mount:
$200. Subject to change.
Other Terms and Conditions
Money Back Guarantee. If for any reason whatsoever City is dissatisfied with
the SmartCover™ Collection Management Service after installation of the system
for a period of two (2) months, Hadronex will provide the purchase price back to
CITY and remove the SmartCover™ units at Hadronex' cost, no questions asked.
Mutual Hold Harmless. Hadronex hereby holds City harmless from any and all
City Attorney Approved Version #04.01.02
13
claims that may arise, or damages that may result, to Hadronex or Hadronex
staff during the performance of this contract. City hereby holds harmless
Hadronex, its founders, owners and staff, from any and all claims that may arise,
of any kind or ftom any cause whatsoever, due to or as a result of the installation,
operation, or use of the SmartCover™ system.
Loss of Communications. City 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™ 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, sewage spills, or any consequential
damages caused by, or resulting from, the use or installation of the
SmartCover™ system.
Term of Quotation. This quotation is good for 30 days from the date of
submission to City.
CONTACT INFORMATION:
Telephone: (760) 291-1980 or (760) 420-7820
Fax: (760)291-1982
Email: aauist(S)cox.net or daviddrake(8)cox.net
HADRONEX
381 Engle Street
Escondido, CA 92029
14
City Attorney Approved Version #04.01.02