CONTRACT 4300 One Page Service Agreement CLOSED 4300 « ,
Services Agreement
( A� --Qwx ivy DATE MAILED:
Below you will find a d eck ist relating to Insurance and oar requirements that are required for doing business with the City of Eli
Segundo. Only those Items checked-off are MIDATORY,however if your standard pobides exceed the minimum,requirements please
include. Commercial general liability Insurance must meat or exceed the nNuiremrents of ISO-CGL Form No.CG 00 011185 or
88. The amount of insurance set forth below will be a combined single lmit per ocamence for bodily injury,personal injury,and property
damage for the policy coverage. Liability policies will be endorsed to mime the City,Its officials,and employees as"additional \�-
insured's" under said Insurance coverage and to state that such Insurance will be deemed "prlrrrart►" such that any other �\L�
insurance that may be carried by the City,will be escess thereto. Such Insurance must be on an"occurnance,""not.a"claim
be
or subject to reduction except
on thirty
Please find additional Tee," basis and willrms and Conditions on the de els s A g em n )Thisw Is not a pur�c r an. ��� I
' including authorization to boln ortr
orrehensive General habilty, o for promises,products and completed cn*ra s,
inab'.. nderrtaaotrac ,M
personal Injury and!contractual obligations with combined single Ilmits of coverage of at least$1, per occurrence,
❑ Auto Liability,Including owned,non-owrrred and hired vehicles wKhh at least:
❑ $1.000.000 per occurrence.
❑ $100.000-300.000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect)
® Business License:The CONTRACTOR shall agree to have a current City of EI Segundo license on file at City Hal or purchase
said license(at no cost to the City).
❑ Permits: Plans must be approved and permpt(s) issued (no fee)by the Planning and Building Safety if appropriate. Cal the
Planning Manager @(310)524-2340 N you have questions.
❑ Coov of valid Dichrre I.D.(Drivers license etc.)
PLEASE NOTE:ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A MY
PURCHASE ORDER BEING SENT TO YOU (NIA FAX OR HARD COPY) BY THE RISK MANl1(iERIPIN>CFIASING AGENT,THUS AUTHOR M
COMMENCEMENT OF WORK FOR THE CRY.
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Mall original agreement and InSegundo surance ID:City of EI Seguo—City Clerk 350 Main Si Room 5,EI Segundo,CA 113
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t�IN rorwwrwwr i'rwrwaaesInt C� ' J�CITY ATTORNEY of EI n
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1.GENERALLY. The materials, supplies, or services (collectively, &PAYMENT. City will pay Seller after receiving acceptable invoices for
"Purchase") covered by this services agreement and purchase order materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order, expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms DEMNIPICATION. Seller agrees to indemnify and hold
or conditions are binding upon the parties unless subsequently agreed to har ss from and against any claim,action,damages,costs('in ing,
in writing. Written acceptance or shipment of all or any portion of the without it tion,alt Not a part of this contract ity, arisin ut of the
Purchase covered by this order constitutes unqualified acceptance of all Purchase o e ord ept f uch loss or
terms and conditions in this order. The terms of any proposal referred to damage rsing conduct. Should
in this order are included and made a part of the order only to the extent City be named in a uit„or should any claim rought against it by
it specified the Purchase ordered,the price, and the delivery, and then suit or otherwise,whet tr he same be gro ess or not,arising out of
only to the extent that such terms are consistent with the terms and the Purchase or order, or t perform e, Seller will defend City(at
conditions of this order. City's request and with counse t" ctor'y to City)and indemnify City
2.INSPECTION. The Purchase furnished must be exactly as specified in for any judgment rendered agai i any sums paid out in settlement
this order, free from all defects in Sellers performance, design, or otherwise. For purposes ris secti "City"includes City's officers,
workmanship, and materials, and, except as otherwise provided, is elected officials,and a yeas. It is expre understood and agreed
subject to inspection and test by City at all times and places. If, before that the foregoing Wons will survive term8n ' of this order. The
final acceptance,any any Purchase is found to be incomplete,or not as requirements a, the types and limits of insure coverage to be
specified,City may reject it,require Seller to correct it without charge,or maintained Seller, and any approval of such insura by City, are
require delivery of such Purchase at a reduction in price that is equitable not'iinte to and will not in any manner limit or qualify liabilities
under the circumstances. If seller is unable or refuses to correct such an ligations otherwise assumed by Seller pursuant to thi der,
items within a time deemed reasonable by City, City may terminate the ' uding,without limitation,to the provisions concerning indemnifica r
order in whole or in part. Seller bears all risks as to rejected Purchases 10.WARRANTY. Seller agrees that the Purchase is covered by the
and, in addition to any costs for which Seller may become liable to City most favorable commercial warranties the Seller gives to any customer
under other provisions of this order, must reimburse City for all for the same or substantially similar supplies or services, or such other
transportation costs, other related costs incurred, or payments to Seller more favorable warranties as is specified in this order. Warranties will
in accordance with the terms of this order for unaccepted Purchases. be effective notwithstanding any inspection or acceptance of the
Notwithstanding City's acceptance of any Purchase, Seller is liable for Purchase by City.
latent defects,fraud,or such gross mistakes as constitute fraud. 11.ASSIGNMENT. City may assign this order. Except as to any
&CHANGES. City may make changes within the general scope of this payment due under this order,Seller may not assign or subcontract the
order in drawings and specifications for specially manufactured supplies, order without City s written approval. Should City give consent,it will not
place of delivery, method of shipment or packing of the order by giving relieve Seller from any obligations under this order and any transferee or
notice to Seller and subsequently confirming such changes in writing. If subcontractor will be considered Sellers agent.
such changes affect the cost of or the time required for performance of 12.INSURANCE. Seller must provide the insurance indicated on the
this order, an equitable adjustment in the price or delivery or both must face sheet of this Services Agreement.
be made. No change by Seller is allowed without City's written approval. 13.PERMITS. Seller must procure all necessary permits and licenses,
Any claim by Seller for an adjustment under this section must be made and abide by all federal,state,and local laws,for performing this order.
in writing within thirty (30) days from the date of receipt by Seller of 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
notification of such change unless City waives this condition in writing. will act as an independent contractor and will have control of all work
Nothing in this section excuses Seller from proceeding with performance and the manner in which is it performed. Seller will be free to contract
of the order as changed. for similar service to be performed for other employers while under
4. TERMINATION. City may terminate this order at any time, either contract with City. Seller is not an agent or employee of City and is not
verbally or in writing, with or without cause. Should termination occur, entitled to participate in any pension plan, insurance, bonus or similar
City will pay Seller as full performance until such termination the unit or benefits City provides for its employees. Any provision in this order that
pro rata order price for the performed and accepted portion of the may appear to give City the right to direct Seller as to the details of doing
Purchase. City may provide written notice of termination for Sellers the work or to exercise a measure of control over the work means that
default if Seller refuses or fails to comply with this order. If Seller does Seller will follow the direction of the City as to end results of the work
not cure such failure within a reasonable time period,or fails to perform only.
the Purchase within the time specified (or allowed by extension), Seller 15.WAIVER. City's review or acceptance of, or payment for, work
will be liable to City for any excess costs incurred by City. product prepared by Seller under this order will not be construed to
5.TIME EXTENSION. City may extend the time for completion if, in operate as a waiver of any rights City may have under this Agreement or
City's sole determination,Seller was delayed because of causes beyond of any cause of action arising from Sellers performance. A waiver by
Sellers control and without Sellers fault or negligence. In the event City of any breach of any term, covenant,or condition contained in this
delay was caused by City, Sellers sole remedy is limited to recovering order will not be deemed to be a waiver of any subsequent breach of the
money actually and necessarily expended by Seller because of the same or any other term, covenant, or condition contained in this order,
delay;there is no right to recover anticipated profit. whether of the same or different character.
&REMEDIES CUMULATIVE.City's rights and remedies under this order 16.INTERPRETATION. This Agreement was drafted in,and will be
are not exclusive and are in addition to any rights and remedies provided construed in accordance with the laws of the State of California,and
by law. exclusive venue for any action involving this agreement will be in Los
7.TITLE. Title to materials and supplies purchased under this order Angeles County.
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
(1)Page Services Agreement with check boxes(2) 12/8/11
4300
Exhibit 1
Additional Terms and Conditions
1. RETROACTIVITY. City and Seller intend for this Agreement to be
retroactively effective beginning November 1, 2011.
2. TERM. The term of this Agreement is from November 1, 2011 until October
31, 2012. The Term may be extended up to two (2) additional one-year
extensions provided there is mutual agreement in writing by and between both
Parties.
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. Seller understands and agrees that its use of any "self-help" or
"malicious" codes, as defined by this Section, is prohibited and
constitutes an "unfair business practice" as defined by California
law. Notwithstanding any other provision of this Agreement that
limits Seller's liability, Seller is fully liable for all penalties and
damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back-door, time-bomb, drop-dead,
time-out, lock-up, slow-down, data freezing, logic bombs, or other
software routine, code, devices, techniques intended to disable,
slow, prevent operation of, or otherwise interfere with or change
any operation of any computer system, software or other property
automatically with the passage of time or under the prior instruction,
triggering event or control of someone other than You.
C. "Malicious Code" means any virus, "spyware," "Trojan horse,"
"worm," "Easter egg," "cancelbot," "trapdoor," or other unapproved
or malicious software routine, code, command, device, technique,
or instruction or other contaminant intended to
i. Permit unauthorized access to, detection of, modification of,
or monitoring of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect,
assault, vandalize, defraud, disrupt, damage, disable, shut
down or delete, threaten, slow or otherwise inhibit the
functioning of, or otherwise harm any of the code,
documentation or data or any computer system, software or
other property;
iii. Render any data irretrievable, modified, or disrupted so as to
be unreliable in any regard;
1
4
iv. Perform any other unauthorized action, or prevent, limit,
condition or inhibit performance of authorized actions or any
function including, without limitation, to its security or end
user data.
4. INDEMNIFICATION,
A. Patent or Copyright Infringement. Notwithstanding any provision to
the contrary, Seller will, at its own expense, indemnify and defend
City against any claim that Seller's services or work product
furnished under this Agreement infringes a patent or copyright in
the United States or Puerto Rico. In such event, Seller will pay all
costs damages and attorney's fees that a court finally awards as a
result of such claim. To qualify for such defense and payment, City
must (a) give Seller prompt written notice of any such claim; and (b)
allow Seller to control, and fully cooperate with Seller in the defense
and all related settlement negotiations. City agrees that if the use of
Seller's services or work product becomes, or Seller believes is
likely to become, the subject of such a patent or copyright
infringement claim, City will permit Seller, at its option and expense,
either to secure the right for City to continue using Seller's services
and work product or to replace it with comparable services and
work product.
B. For purposes of this section "City" includes City's officers, officials,
employees, agents, representatives, and volunteers.
2
Exhibit 2 0
STATEMENT OF WORK
Hadronex, Inc. for the City of El Segundo
April 30,2012
1. Provide Active Site Monitoring(ASM)for installed SmartCover®units in the City of El
Segundo.
This activity includes the following:
• Wireless Communications—Access to a two-way wireless network for communications
to and from the SmartCover°Remote Field Units (RFU).
• Technical Telephone Support—Provide real-time telephonic support for technical and
operational questions, from lam to 4pm Pacific Time.
• Alarm Processing—Maintain and organize the infrastructure of the alarm and alert
contact system.
• Web site access and maintenance—Maintain the secure servers on which the City web
site resides.Provide free upgrades to the web site as they become available.
• After Hours Technical Support—Provide technical support provided on an off-hours
as-needed,pre-arranged basis.
• Standard Reports—Support in the preparation and generation of SmartCover°data and
data analysis reports for City management or regulators on an as-needed basis.
• Custom Reports—Support in the generation of more detailed data and analytical reports
than generally available on the web site can be provided upon request. For example, an
inflow and infiltration report overlaying rain events with water level data.
• Graphic Display—Provide,maintain and upgrade a standard Graphical User Interface
available on the City's SmartCover°website.
• Management Tools—Provide as part of the web site,management tools for tracking and
maintaining the SmartCover°RFU and system as a whole.
• Software Upgrades Provide upgraded SmartCover°processing/communication
software for units in the field as it becomes available
• General Product and RFU Improvement—Provide product improvements that are
backwards compatible to existing RFU as they become available.
• Management Oversight—Monitor the proper operation of all of the units in the field,
including the internal health of a unit,the battery voltage, the radio signal strength and
the communication to and from the units in the field. Coordinate the appropriate service
to repair any components in the field with the City of El Segundo.
None of these activities take place directly or physically in City of El Segundo, they are
managed and coordinated from Hadronex offices in Escondido, CA.
381 Engel Street (760)291-1980
Escondido, CA 92029 (760)291-1982(fax)
www.hadronex.com
100
2. Provide Power Service to installed SmartCover'Remote Field Units.
This activity illCILKICS Ole I'011OW111g:
• Monitor the power levels of all City SmartCover®RFU, and provide SmartCovee
PowerpackTM units as required to maintain the power at the remote locations in the City
sewer collection system.
Notie of this acti,vity takes place directly or physically iti City of El Segiiii(lo, it is i'tiailaged alld
coordiiiated froin liadroiiex offices iiii Escoiidido, CA.
381 Engel Street (760)291-1980
Escondido, CA 92029 (760)291-1982(fax)
www.hadronex.com
4300 -
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DATE INVOICE# Q
;Ji I
11/18/2011 1446
BILL TO Ship To
City of EI Segundo Wastewater City ofbI Segundo Wastewater
150 Illinois St 400 Lomita Street
EI Segundo, CA 90245 EI Segundo,CA 90245
Attn Ron Fajardo
P.O.NUMBER � TERMS � DUE DATE'
Annual Billing Net 30 12/18/2011
.. M
DESCRIPTION I' OTY Ulm Rate AMOUNT
i
Active Site Monitoring Fee,Terrestrial 13 300.00 3,900.00
Annual Power Service 13 225.00 2,925.00T
DEPT PO or REG PQ PAYMENT
P.O.#
«~'gym° a^' 1J ��
.. �',r?°.,,
ACCT.# �.. ,.�'"
PAY THIS AMOUNT$—7 e,?ty'0-2z
DATE APPROVE
NC,N'E
A
Sales Tax(8.75%) $255.94
i
Total $7,080.94
Payments/Credits $0.00 .....
Please remit to: HADRONEX, Inc. Balance Due $7,080.94
381 Engel Street ffoltz@hadronex.com
Escondido, CA 92029 Phone 760-291-1980
Fax 760-291-1982