Approved for use 5/1/24
2817434v1.doc City of MB Form
AMENDMENT NO. 2 TO THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF MANHATTAN BEACH AND BADGER METER, INC.
This Amendment No. 2 (“Amendment No. 2”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) , and Badger Meter, Inc. , a Wisconsin corporation (“Consultant”) (collectively, the “Parties”). The date the City Council approves this Amendment shall be the date it becomes effective (“Effective Date”).
RECITALS
A. On October 17, 2024 , the City and Consultant ’s assignor and predecessor-in-interest, Hadronex, Inc. dba SmartCover Systems, a Delaware corporation (“Hadronex”), entered into an agreement for general services for Hadronex to provide the installation, maintenance, and technical support services for the project identified as “Sewer Smart Covers.” (“Original Agreement”).
B. On March 5, 2025, the City and Consultant entered into a Letter Agreement (“Amendment No. 1”), whereby Badger Meter, Inc.. as Assignee of and Successor in Interest to Hadronex, acknowledged and agreed that it is and would be bound by all terms and conditions of the Original Agreement.
C. The Original Agreement as amended by Amendment No. 1 , is hereinafter referred to as the “Agreement.”
D. The Parties now desire to amend the Agreement to extend the term of the Agreement, increase the compensation, amend Exhibit A, Scope of Work, Exhibit B, and the Approved Fee Schedule.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3 of the Agreement is hereby amended to extend the term through November 30, 2026, unless sooner terminated as provided in Section 12 of the Agreement.
Section 2. Section 7 of the Agreement is hereby amended to increase the Maximum Compensation amount by $120,100, for a new Maximum Compensation of $195,000.
Section 3. Exhibit A, Scope of Work of the Agreement, is hereby amended and restated by Exhibit A-1, Scope of Work attached to this Amendment.
Section 4. Exhibit B, Approved Fee Schedule of the Agreement, is hereby amended and restated by Exhibit B -1, Approved Fee Schedule attached to this Amendment.
Section 5. Except as specifically amended by this Amendment No. 2, all other provisions of the Agreement shall remain in full force and effect.
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D
-2-
Approved for use 5/1/24
2817434v1.doc City of MB Form
[SIGNATURE PAGE FOLLOWS]
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D -3-
Approved for use 5/1/24
2817434v1.doc City of MB Form
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 2 on the day and year first shown above.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Talyn Mirzakhanian
Title: City Manager
Date:
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
Date:
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
Date:
APPROVED AS TO FISCAL IMPACT:
By:
Name: Libby Bretthauer
Title: Finance Director
Date:
APPROVED AS TO CONTENT:
By:
Name: Ted Semaan
Title: Interim Public Works Director
Date:
Consultant:
Badger Meter, Inc.,
a Wisconsin corporation
By:
Name: Corey T. Williams
Title: General Manager
Date:
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D 10/15/2025
10/15/2025
10/23/2025
10/27/2025
EXHIBIT A-1
Scope of Work
The Contractor will provide and install: Seven (7) new Smart Covers for seven (7) sewer manholes including full installation, parts and battery warranty, and technical support.
The Contractor will also provide: technical support, parts, and battery warranty for the existing twenty (20) units.
SmartCover Specifications:
1. Manufacturer/Brand: SmartCover Systems
2. Model Supplied: SC-Q-SB-15 - New products only
a. Includes:
• SubSonic DSM sensor (15’ cable standard)
• E-Box (control unit)
• E-Square antenna
• PowerPack™ (3.6 VDC lithium thionyl chloride cell battery pack)
3. Specifications:
a. Weight: 5.1 lbs total
b. Dimensions: 5.5 in x 5.7 in x 4.9 in (E-Box)
c. Network: Iridium® NEXT Low-Earth-Orbit Satellite, two-way communication
d. Environmental rating: IP68 (fully submersible, sealed against dust and water)
e. Operating temperature: -4°F to 140°F (system); some components rated down to -22°F
f. Power source lifetime: approx. 2 years under standard timing g. Mounting: standard manhole mounting brackets; optional side mount or NEMA enclosure
Exhibit A-1
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Exhibit B-1
EXHIBIT B-1
Approved Fee Schedule
The Contractor’s Fee Schedule for the installation, maintenance, and technical support of seven (7) new units is as follows. Locations are to be determined by the City and are subject to change.
# Product Description Quantity Rate Total
1 SC-Q-SB-
15 Complete System - Dual
Sensor (Ultra-Sonic &
Pressure) Standard
Range 15' DSM. Includes
E-Box, PowerPack,
Bracket, E-Square
Antenna, & Installation
Kit.
7 $4,575.00 $32,025.00
2 ASM-SC1 SmartLevel - Required
with system. One-year
rate for systems.
7 $430.00 $3,010.00
3 Install Labor Labor for proper
installation of hardware
7 $550.00 $3,850.00
4 Freight out Shipping for hardware 1 $284.00 $284.00
Total $39,169.00
*If applicable, sales tax shall be calculated at the current Manhattan Beach sales tax rate.
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Exhibit B-1, page 2
The Contractor’s Fee Schedule for the twenty (20) existing units is as follows. Rates are for eleven (11) months and for the period of 11/15/2025-11/30/2026. Locations are to be determined by the City and are subject to change. Rates and quantities are subject to change based on written approval from both the Contractor and City, after the initial one (1) year period.
# Product Description Qty Months Rate Total
1 ASM-RD-1R Renewal SmartRain™ -
Rain data service.
Provides continued rain
data per site
01/01/2026-11/30/2026
7088 [SMARTRAIN]
NORTH
7089 [SMARTRAIN]
SOUTH
2 11 $117.00 $234.00
2 ASM-SC1R Renewal: SmartLevel –
REQUIRED for system to
function.
01/01/2026-11/30/2026
6736 MH 20-46 28th &
Manhattan
6737 MH 5-10 Voorhees
Sewer Lift
6738 MH 17-18A Bell
Sewer Lift
6739 MH 8-17 3109 Pine
6740 MH 7-37 Maple &
Rosecrans
6741 MH 14-12 13th &
Morningside
6742 MH 23-49 Seaview
and Strand
9244 MH 10-029 Duncan
Ave and Poinsettia
9245 Alma and 31st street
9246 23rd and Peck
9247 7th and Highland
9248 23rd and Alma
9249 MH 09-010 9th
and Dianthus
13 11 $394.17 $5,124.21
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Exhibit B-1, page 3
3 EW-SC1R Renewal: System
Warranty- Covers all
systems parts except
PowerPack- PARTS ONLY
01/01/2026-11/30/2026
6736 MH 20-46 28th &
Manhattan
6737 MH 5-10 Voorhees
Sewer Lift
6738 MH 17-18A Bell
Sewer Lift
6739 MH 8-17 3109 Pine
6740 MH 7-37 Maple &
Rosecrans
6741 MH 14-12 13th &
Morningside
6742 MH 23-49 Seaview
and Strand
9244 MH 10-029 Duncan
Ave and Poinsettia
9245 Alma and 31st street
9246 23rd and Peck
9247 7th and Highland
9248 23rd and Alma
9249 MH 09-010 9th and
Dianthus
13 11 $447.33 $5,815.29
4 PW-5C1R Renewal: Power
Warranty: PARTS
ONLY
01/01/2026-11/30/2026
6736 MH 20-46 28th &
Manhattan
6737 MH 5-10 Voorhees
Sewer Lift
6738 MH 17-18A Bell
Sewer Lift
6739 MH 8-17 3109 Pine
6740 MH 7-37 Maple &
Rosecrans
6741 MH 14-12 13th &
Morningside
6742 MH 23-49 Seaview
and Strand
9244 MH 10-029 Duncan
13 11 $222.75 $2,895.75
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Exhibit B-1, page 4
Ave and Poinsettia
9245 Alma and 31st street
9246 23rd and Peck
9247 7th and Highland
9248 23rd and Alma
9249 MH 09-010 9th
and Dianthus
5 ASM-SC1R Renewal: SmartLevel –
REQUIRED for system
to function.
11/15/2025-11/30/2026
14394 18th and
Highland
14395 8th and Ocean
14396 Keats and
Meadows
14397 Pacific and
Rosecrans
14398 5th and Ingleside
14399 26th and Laurel
14400 17th and Ocean
7 12 $430.00 $3,010.00
6 EW-SC1R Renewal: System
Warranty- Covers all
systems parts except
PowerPack- PARTS
ONLY
11/15/2026-11/30/2026
14394 18th and
Highland
14395 8th and Ocean
14396 Keats and
Meadows
14397 Pacific and
Rosecrans
14398 5th and Ingleside
14399 26th and Laurel
14400 17th and Ocean
7 12 $48.008 $3,416.00
7 Notes Details regarding order:
FOR THE UNITS
BELOW, THE POWER
WARRANTY WAS NOT
ADDDED AS IT DOES
NOT END UNTIL
7 12 $0 $0
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Exhibit B-1, page 5
11/14/2026
11/15/2025 - 11/30/2026
14394 18th and
Highland
14395 8th and Ocean
14396 Keats and
Meadows
14397 Pacific and
Rosecrans
14398 5th and Ingleside
14399 26th and Laurel
14400 17th and Ocean
Total $20,495.25
*If applicable, sales tax shall be calculated at the current Manhattan Beach sales tax rate.
**The units due in December have been prorated to 11 months to streamline with the other units due in November 2026.
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D Additional services include:
1. System Installation by a local, certified field service technician
2. Initial Website set up and in-person website training will be provided by a SmartCover Systems representative.
3. Application engineering support provided for training and website assistance as requested by the City in writing.
Training Details:
1. Format and Limits:
a. Available in person (at City Hall, or another agreed location) b. Available remotely (via online platform, screen-sharing) c. No limit, all staff who need access/training can attend d. Additional sessions can be held in the future (included in cost)
2. Topics Covered:
a. System Orientation: Components overview (E-Box, DSM sensor, antenna, PowerPack)
b. Website / Platform Training: Step-by-step navigation of the MySmartCover platform
• Dashboard features (real-time monitoring, alerts, reporting) • Alarm configuration and management
• Data retrieval, exporting, and analytics
• User management (adding/removing users, setting roles/permissions) c. Operational Best Practices:
• Routine checks (signal quality, battery status, mounting integrity) • Troubleshooting common issues (connectivity, power, sensor errors) • Maintenance intervals and vendor support process
d. Practical Exercises:
• Simulated alarm response
• Viewing and interpreting level and flow data
• Configuring reporting intervals
Exhibit B-1, page 6
Docusign Envelope ID: F3DB4925-B9D9-48EE-98BA-544969B0361D