Redondo Beach City Council
November 21, 2023

THIRD AMENDMENT TO THE

AGREEMENT FOR PROJECT SERVICES
BETWEEN THE CITY OF REDONDO BEACH AND HADRONEX, INC.

THIS THIRD AMENDMENT TO THE AGREEMENT FOR PROJECT SERVICES ("Third Amendment") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Hadronex, Inc., a Delaware Corporation ("Contractor").

WHEREAS, on October 5, 2010, the parties originally entered into the Agreement for Project Services between the City and Contractor (the "Agreement"); and WHEREAS, on July 19, 2011, the parties entered into a First Amendment to the Agreement ("First Amendment") to add the monitoring and servicing of 31 additional wastewater devices and increase Contractor's compensation by $ 114,638; and WHEREAS, on July 4, 2014, the parties entered into a Second Amendment to the Agreement ("Second Amendment") to modify the indemnification, insurance and compliance with laws provisions; provide monitoring and alarm notification services, internet access, emergency notifications, technical support, and maintenance for 47 City designated wastewater monitoring devices, and upgrade 30 devices; extend the term to December 31, 2018; and increase Consultant's compensation by $368,734.56.

WHEREAS, the parties hereto wish to amend the Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendments to the Agreement:

1. MODIFICATION OF TERMS.

Section 14 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively "Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor's performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any ONp
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current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees' active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782( b). Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
b. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

Section 15 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

15. Insurance. Contractor shall comply with the requirements set forth in Exhibit " D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

Section 17 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non-discrimination laws.
a. Acknowledgement. Contractor acknowledges that eight ( 8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one ( 1) calendar day and forty (40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, 1yLEGA,
and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/ 2 times the basic rate of pay. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Labor Code Sections 1810, 1813 and 1815, and Contractor shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Contractor shall diligently take corrective action to halt or rectify the failure.
b. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. Contractor shall comply with the Agreement to Comply with California Labor Law Requirements set forth in Exhibit "E", which is attached hereto and incorporated by reference.

2. SCOPE OF SERVICES. Exhibits "A" to "A-2" of the Agreement are hereby amended to add Exhibit "A-3", which provides that Contractor shall provide additional monitoring, alarm notification, internet access, emergency notifications, and technical support for the City designated wastewater monitoring devices.

Exhibit "A-3" is attached hereto and incorporated by reference.

3. TERM. Exhibits " B" to "B- 2" of the Agreement are hereby amended to add Exhibit "B- 3", which provides that the services described in Exhibit "A-3" and compensation described in Exhibit "C- 3" shall commence on January 1, 2019 and the Agreement shall be extended to December 31, 2023. Exhibit "B- 3" is attached hereto and incorporated by reference. Contractor shall commence and complete all services described in Exhibits "A" to "A-3" in accordance with the schedule set forth in Exhibit "B- 3".

4. COMPENSATION. Exhibits " C" to "C-2" of the Agreement are hereby amended to add Exhibit "C- 3" to increase Contractor's limit on compensation to 962,632.56. Exhibit "C- 3" is attached hereto and incorporated by reference.

5. NO OTHER AMENDMENTS. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, Second Amendment, and this Third Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, First Amendment, Second Amendment, and this Third Amendment, the terms of this Third Amendment shall govern.

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IN WITNESS WHEREOF, the parties have executed this Third Amendment in Redondo Beach, California, as of this 20th day of November, 2018.

CITY OF REDONDO BEACH HADRONEX, INC.

By:

William C, Brand, Mayor Name:

Title:

ATTEST: APPROVED:

P,0.1, tfei 4 ,,
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Eleanor Manzano, City • rk Jill Buchholz, Manager
APPROVED AS TO FORM:
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Michael W. Webb, City Attorney
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IN WITNESS WHEREOF, the parties have executed this Third Amendment in Redondo Beach, California, as of this 20th day of November, 2018.

CITY OF REDONDO BEACH HADRONEX, INC.

By:

William C, Brand, Mayor Name: ir
Title:

0.2 o - e)20/
ATTEST: APPROVED:

Eleanor Manzano, City Clerk Jill Buchholz, Risk Manager APPROVED AS TO FORM:

Michael W. Webb, City Attorney
or
EXHIBIT "A-3"

PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES

CONTRACTOR' S DUTIES
Contractor shall perform the following duties.

A. Monitoring and Alarm Notification Services. Provide monitoring and alarm notification services for the City designated wastewater monitoring devices, which shall include, but not be limited to the following services.

1. Provide all labor, equipment and materials required to operate and maintain each wastewater monitoring device, including antennas, E- boxes, powerpacks, distance sensing modules, and smart cover units. Replace the batteries every year, and if necessary, replace the monitoring wastewater monitoring device.

Ensure that all the wastewater monitoring devices are reliable and attached to the existing manhole, and utilize the satellite system and traffic rated antennas.

2. Monitor the water level for the existing manholes, pump stations and related wastewater facilities in continuous real time.

3. Ensure all alarms and notifications for specific pre-set conditions will function at each monitoring device 24 hours a day, seven days a week.

4. Ensure the security alarms for the monitoring devices transmit their signals in 15 seconds in the event a manhole cover is lifted at an angle greater than 30 degrees.

5. Provide SmartRain Data Service for up to five sites.

6. Provide SmartFLOE upgrades at any site suitable for flow monitoring, which includes sites that have adequate flow and installation capabilities.

B. Internet, Emergency and Technical Support Services. Provide City internet access, emergency notifications, and technical support.

1. Provide access to a secured website to review device system status and historical data.
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2. Ensure the website displays graphical representation of data logging of water levels, maintenance information, map based graphical user interface with status and alarm history, and maintenance alerts.

3. Ensure the website provides the City the ability to set up and modify emergency notification set points via the internet.

4. Ensure the website is capable of sending control commands to the devices to turn on and off the alarms, change the alarm set point, and export the data to a commercially available file format (including, but not limited to, pdf and excel).

C. Repairs and Relocation Services. Upon City' s request, provide repairs for damage not caused by Consultant, including but not limited to vandalism, natural disaster, and theft. Relocate (remove and re- install) devices as requested by City staff. 6 _ Vcmrt t:„; c
EXHIBIT " B- 3"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall be extended to December 31, 2023 (" Term"), unless otherwise terminated as herein provided. The services described in Exhibit "A-3" and the compensation described in Exhibit "C- 3" shall commence on January 1, 2019. 7 -
EXHIBIT " C- 3"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

AMOUNT. Consultant shall be paid for the services described in Exhibit "A-3" in accordance with the following schedule.

Description Amount
Services under Sections I. A and I. 13 Cost per Unit 1, 380 Annual Cost (47 Units) 64,860
Total Cost for Five Years 324,300
Repairs and Relocation Services under Section I. 0 (Upon Request) 15,000 Total Amount for Services 339,300
Notwithstanding the foregoing, Consultant' s total compensation shall not exceed 962,632. 56 for all services provided under the Agreement.

II. METHOD OF PAYMENT. Consultant shall provide two copies of invoices indicating the services and tasks performed and applicable cost to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant shall provide back-up documentation and material supporting the invoice.

III. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty( 30) days of receipt of the annual invoices, provided, services are completed to City' s full satisfaction.

IV. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Consultant: Hadronex, Inc.
2067 Wineridge Place, Suite E
Escondido, CA 92029
Attention: Brogan Quist
City: City of Redondo Beach
Public Works Department, the Engineering Division
415 Diamond Street
Redondo Beach, CA 90277
Attn: Andy Winje, City Engineer
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All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.

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EXHIBIT " E"

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a " public work" as defined in Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code ("Chapter 1"), and that this Agreement is subject to ( a) Chapter 1, including without limitation Labor Code Section 1771 and ( b) the rules and regulations established by the Director of Industrial Relations (" DIR") implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1( a) and 1( b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Pursuant to Labor Code Section 1771. 4, Contractor shall post job site notices, as prescribed by regulation.

4. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to ( 1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the City of the location of the records.

7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty ( 60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 10 8. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.

Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($ 25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight 8) hours in any one ( 1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/ 2 times the basic rate of pay.

9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend ( at Contractor's expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity ( including Contractor, its subcontractors, and .each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement. 11 -

SECOND AMENDMENT TO THE
AGREEMENT FOR PROJECT SERVICES .

BETWEEN THE CITY OF REDONDO BEACH
AND HADRONEX, INC.

THIS SECOND AMENDMENT TO THE AGREEMENT FOR PROJECT
SERVICES ( "Second Amendment ") is made between the City of Redondo Beach, a Chartered Municipal Corporation ( "City ") and Hadronex, Inc., a Delaware Corporation ( "Contractor").

WHEREAS, on October 5, 2010, the parties hereto originally entered into the Agreement for Project Services between the City and Contractor the "Agreement "); and
WHEREAS, on July 19, 2011, the parties hereto entered into a First Amendment to the Agreement ( "First Amendment ") to amend Exhibits "A" and "C" to include the monitoring and servicing of 31 additional wastewater devices and increase Contractor'scompensation to $114,638
WHEREAS, the parties hereto wish to amend the Agreement pursuant to Section 21 of the Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to make the following amendments to the Agreement:

1. Modification of Terms.
a. Section 14 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend (at Contractor'sexpense with counsel acceptable to the City), City and its elected and appointed officials, officers, employees, agents, independent contractors, and volunteers from and against any and all claims, demands, causes of action, compensation, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorneys' fees, expert witness fees, and other related costs and expenses), judgments, fines, penalties, liens of every nature, and other amounts arising or claimed to arise, directly or indirectly, out of Contractor's (including Contractor, its subcontractors, and each of their officials, officers, employees, and agents) performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except to the extent such loss or damage was caused jaialCinC
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by the sole negligence or willful misconduct of the City. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
b. Section 15 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

Insurance. Contractor shall comply with the requirements set forth in Exhibit "D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.

Notwithstanding the foregoing, California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, the Contractor hereby certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to under take self - insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
c. Section 17 of the Agreement has been modified, incorporated and restated in its entirety in this Agreement as follows.

Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non - discrimination laws.

Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon compensation for all hours worked in 2 C- 1010 -079 -2 ` .`
rr
excess of 8 hours per day at not less than 11/2 times the basic rate of pay. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor'scompliance with Labor Code Sections 1810, 1813 and 1815, and Contractor shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor'scompliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Contractor shall diligently take corrective action to halt or rectify the failure.

2. Scope of Services. Exhibits "A" to "A -1" of the Agreement are hereby amended to add Exhibit "A -2 ", which provides that Contractor shall provide monitoring and alarm notification services, Internet access, emergency notifications, technical support, and maintenance for 47 City designated wastewater monitoring devices, and upgrade 30 devices.

Exhibit "A -2" is attached hereto and incorporated by reference.

3. Term. Exhibits "B" to "B -1" of the Agreement are hereby amended to add Exhibit "B -2 ", which provides that the term of the services described in Exhibit "A -2" shall commence on July 1, 2014 and continue through December 31, 2018. Exhibit "B -2" is attached hereto and incorporated by reference. Contractor shall commence and complete all services described in Exhibit "A -2" in accordance with the schedule set forth in Exhibit "B -2 ".

4. Compensation. Exhibits "C" to "C -1" of the Agreement are hereby amended to add Exhibit "C -2" to provide Contractor total compensation in the amount of $348, 56734.and provide a not to exceed limit in the amount of 368, 56734.in the event City requests Contractor to repair damage not caused by the Contractor. Exhibit "C -2" is attached hereto and incorporated by reference.

5. No Other Amendments. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. The Agreement, First Amendment, and this Second Amendment constitute the entire agreement between the parties and supersede any previous oral or written agreement with respect to the subject matter hereof. In the event of any inconsistency between the terms of the Agreement, First Amendment, and this Second Amendment, the terms of this Second Amendment shall govern.
0-1010 -079 -2 e
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IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 1 day of July, 2014.

CITY OF REDOND BEACH HADRONEX, INC.

By:

Mayor Name:

Title:
e
ATTEST: APPROVED:

City C rk Risk nage
APPROVED AS TO FORM:
io T
x
City Attorney'sOffice
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IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of this 1 day of July, 2014.

CITY OF REDO:, P d = CH HADRONEX, INC.

SI By:

Mayor it Name: 4efi4 treat
Title: art. - J /d'
ATTEST:.. APPROVED:

Cit Clerk,/ Risk M: ager
APPROVED AS TO FORM:

G. A
City Attorney'sOffice
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C- 1010-079 -2
1g Ars.

EXHIBIT "A -2"

PROJECT DESCRIPTION AND /OR SCOPE OF SERVICES

CONTRACTOR'SDUTIES
Contractor shall perform the following duties.

A. Provide monitoring and alarm notification services for each of the 47 City designated wastewater monitoring devices. These services shall include, but not be limited to, the following services.

1. Monitor the water levels for the existing manholes, pump stations and related wastewater facilities in continuous real time.

2. Ensure all alarms and notifications for specific pre -set conditions will function at each monitoring device 24 hours per day, seven days per week.

3. Ensure the security alarms for the monitoring devices transmit their signals in 15 seconds in the event a manhole cover is lifted at an angle greater than 30 degrees.

B. Provide Internet access, emergency notifications, and technical support.

1. Provide access to a secured website to review device system status and historical data.

2. Ensure the website displays graphical representation of data logging of water levels, maintenance information, map based graphical user interface with current status, alarm history, and maintenance alerts.

3. Ensure the website gives the City the ability to set up and modify emergency notification set points via the.internet.

4. Ensure the website is capable of sending control commands to the devices for the purposes of turning the alarms on or off, changing the alarm set point, and exporting the data to a commercially available file format (including, but not limited to, pdf and excel):

C - 1010 - 079 - 31,7
C. Provide all labor, equipment and materials required to maintain each wastewater monitoring device through the term of this Agreement, including but not limited to, replacing batteries annually, and if necessary, replacing the monitoring wastewater monitoring device.

D. Upgrade 30 City designated wastewater monitoring devices from a terrestrial system to a satellite system.

1. Ensure the satellite system provides extremely high reliability, is attached to the existing manhole, and uses a traffic rated antenna.

2. Provide all labor, equipment, and materials required for the upgrade.
a
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EXHIBIT "B -2"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on July 1, 2014 and continue through December 31, 2018 ( "Term "), unless otherwise terminated as herein provided.
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EXHIBIT "C -2"

COMPENSATION
Provided Contractor is not in default under this Agreement, Contractor shall be compensated as provided below.

I. AMOUNT. Contractor shall be paid in accordance with the following schedule.

Exhibit "A" Section - Service Amount
Sections I.A., IB, and I.0 from July 1, 2014 to
December 31,:2014 ($81.31 /unit/month) 22, 42929.

Sections I.A., 1.8, and I.0 from January 1, 2015
to December31, 2018 ($1,374 /unit/year) 258, 00312.

Section 1.D ($1,995 /unit) 59, 00850.

Total 341, 42091.

Notwithstanding the foregoing, in the event the City requests Contractor to repair any of the serviced devices due to damage not caused by Contractor, City shall increase Contractor'scompensation. However, in no event shall the total compensation paid to Contractor exceed 361, 42091.during the Term.

II. METHOD OF PAYMENT. Contractor shall provide two copies of invoices indicating the services and tasks performed during the prior month to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor shall provide back -up documentation and material supporting the invoice.

III. SCHEDULE FOR PAYMENT. City agrees to pay Contractor within thirty 30) days of receipt of yearly invoices, provided, services are completed to City's full satisfaction.

IV. CONTRACTOR'SADDRESS FOR NOTICE. Written notices to
Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on:

Hadronex, Inc.
381 Engle Street
Escondido, CA 92029
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EXHIBIT "D"

INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor'sindemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).

Workers' Compensation insurance as required by the State of California.

Employer's Liability Insurance.

Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability: $1, 00000,per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $1, 00000,per accident for bodily injury and property damage.

Employer'sLiability: $1, 00000,per accident for bodily injury or disease.

Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

C -1010 -079 -2
1 Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor'sinsurance, or as a separate owner's policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.

For any claims related to this project, the Contractor'sinsurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.

The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor'spart.

Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.

C -1010 -079 -2
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which e shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.

C- 1010 -079 -2
e . HADRO -1' OP ID: ED
AC RO'

CERTIFICATE OF LIABILITY INS DATE
1 THIS CERTIFICATE' IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND 'aft ALTER THE COVERAGE AFFORDED BY THE POLICIES.

BELOW. THIS . CERTIFICATE OF INSURANCE DOES' NOT CONSTITUTE A CONTRACT' BETWEEN THE:ISSUING INSURER(S), AUTHORIZED TEPRESENTATIVE OR. PRODUCER,' AND THE CERTIFICATE HOLDER.

IMPORTANT: lithe certdicate holder is an ADDITIONAL INSURED the'polieylies) must be endorsed. If SUBROGATION IS' WAIVED, tubJect.to the: terms: and conditions Ofthe,policy, certain poliales may require in endorsement Astatementon this certificate does not confer rights to the cenisoateholder in iieu of such endoreemem(e )..

PRODUCER; CONTACT
Brouwer Insurance Agency PuarnE Jack Brouwer;`CIC:

FAX Licensee 0464226 • INC. No. EXO 760= 745 =5151 INC. Npl 760 - 741 -9308 725 E. Valley Parkway EMAIL Escondido, CA 92025 ADDRESS:

Jack_ Brouwer, plc INSURER)) AFFORDING COVERAGE NAIe ,
INSURER A:Atain Specialty Company 17159 -
INSUREO Hadronex,Inc: INSURER a.. United Financial Casualty Comp_ 381 Engel Street 11.1770" II:duke0: State COm ensatlon IS Fund Escondido, CA-92029. P INSURER D:I.

INSURER E:: I
INSURERF i
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 4.

THIS IS TO CERTIFY THAT THE POLICIES OF: INSURANCE LISTED BELOW;HAVE BEEN ISSUED TO THE INSUREDiNAMED ABOVE FOR THE POLICY PERIOD 1 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR; CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WRH RESPECT TO WHICH THIS CERTIFICATE MAY' BE'ISSUEO OR MAY PERTAIN. 'THE INSURANCE AFFORDED BY THE'. POUCIES. DESCRIBED. HEREIN, 13 SUBJECT :TO ALL THE TERMS, EXCLUSIONS AND. CONDITIONS 01' SUCH POUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS:

INSR
TYPE OF INSURANCE.
1, o I
LTR INSR VAIOD POLCY NUMBE 1i " M (
EFruCYE%P

MRWOI LIMITS'
GENERAL UABRJr
A X cOMMERC. WENGERAL X CIP206175, 02/0212014 02/ 2015 ' $ 02/ EACH OCCURRENCE S 2
100,000
CIADAS tAADE r GCCUR MEO EXP (Any wParaont $ 5,000
PEBVMINJURY _ s excluded
GENERAFAdarieaTE. i 2, 00000,
GEML AGGREGATE LTAPPLIES PER PRODUCTS'= COMPIOP Ada S excluded I: POLICY Ta - . LOC i
AUTOMOBILE LIABILITY: COMBINED SINGLE LIMIT
fen oceiaagtl 1; 00000;
la, ANY AUTO 06264245 02/ 201401/02/ 2015 ; 01/Wore outetY(Perponon) :S ALL AUTOS

OWNED I
N.AUTONON4wNED
tiouY -S
X' HIRED AUTOS TYO MAGE • AUTOS- PER PER ACCCIDENT) 6
UMBRELLA LIAR r
EACH OCCURRENCES SEXCESUAe. CLAIMS-MADE AGGREGATE . g.

OEO RETENTIONS
S . WORKERS COMPENSATION I.. WC STATU.I OTH- AND EMPLOYERS' WI6ILRY 1TORY IIMITSI FR' c ANY PROPRIETOR/ SCUTIVE PARTNERE% YIN ..- .

OFFICER/MEMBER EXCLUDED? + NIA
1875457 -2014 01/0112014 01101/2015' E.LEACHACCIDENT' SI 1,000000 Mandatory In NH)
Ilyes doser0o undoF' E.L DEASE - IS EA EMPLO 1', Otl0t00 DESCRIPTION OF OPERATIONS E. DISEASE- L:POLICY LIMB S 1, 00000, DESCRIPTON OP OPERATIONSI LOCATIONS) VEHICLES LNiacnAC9R0101 Ad0000AMROmMIts Schedule, If :Pon onceIa requka City of Redondo Bea "ch. d -. _. and '. ita'officars„ elected and appointed officials',, employees and volunteers.. Cer holder is named' as additional insured' per endorsement endorsement CG '20 33 ... attached. Primary and non,aontrihuting also attached. 1/17- 2/3 - 3/14 5/30.

CERTIFICATE HOLDER . CANCELLATION'
CITYOF8'
SHOULD ANY THE ABOVE DESCRIBED POUCIES BE CANCELLED` BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED: IN Cityof, Redondo Beach' and* ACCORDANCE WITH THE POLICY PROVISIONS.

Engineering '& Building,Service.
416 DiamondSt AUTHORI b REPRESENTA
Redondo Beach, CA90277
ACORD 25( t6i 1988 -2010ACORD' CORPORATION: All rights reserved. 06) 010/ Theand logo are registered marks'OfACORD C- 1010 - 079 -2 dOMMERCIALGENERAL LIABILITY:
06:20330413
TFIIS'ENDORSENIST tliANGESTHE'powey. PLEASE READ itdiwiEFuLLy:

ADDITIONAL INSURED — OWNERS 'LESSEES. OR

CONTRACTORS AUTOMATIC STATUS WHEN

REQUIRED' IN CONSTRUCTION - AGREEMENT WITH 'YOU
Thls. intictifiakinedrance endoreeMent.provided under the fouowtng COMMERCIAL 9,0lERAL LiABILITY
A. Section 11* Who Is An hiMitild Is amended to With respect to the insurance afforded to these inatude as an Additional insured any person .6r additional insureds, he foliowing additional otgaiiiietion for whom you are performing exclusions aPP19 operationS when you and such person or organization.have agreed init ceintieet* thiainsuraribidotie;fiat agreement that :each pefeon or ArganizatiOn I, '' Soditylojiinf, "property damage or "personal added as an additional : lniiired on your policy.' and advertising tnjurr strislog out of the Btich person or organization Is an additional rendering Insured or -- the failure to render, any only with respect 1,6 liability, for1?odily professional : architectural, eingineirifig or injury da piablii or '!personal and Surveying torylciss,,IndudIng; advertising injury" caused, in whole or Irpart,biy;

1.. O.. The Orefiaring approving, or failing to Your acts or opilspions: or prepare..oelOprove, maps, shop drawings, Opinions„ reports, .siihisiye, -field order,: 2. Thwads oroinissions: acling olthpse.? your behalf: Ordeta' change drawings and specifications, 10r in' performance2of the'your OncjOing.:bneretitinsjfor: Ix :Supervisory; inspactibn, archileCtOmi or the additional insured, engineering activitiee. However the insurance larded:. to such addltIonal ThiS exclusion applies , : layen if the claims against: Insured:

1. Only applies io:.ithe :extent , any insured allege' ro0igenhe or other wrongdoing and permItted: , feW; 15Y. Inhinng employment training or Monitoring: .of :others; by that insuted, If the 2 Wilt not be broader which you are occurrence " tivfil0h-dauSed the bothty injury or flitted by the 'contraCt..or :aOreernelit to property dameEjec;Oi which caused provide for such additional insured ther! odvertisIng perSonaliond' Injury', lin: idrah/the rendering'. Of or the ;failure; Aci'' render ;any A pet: s: Soil' or OiginiOtien' status. s. as: an' professional architectural additional ifOOPial,. engineering or insured under :trill endorsement When your oporatrons:Mr: additional sonreyingeerVices. arkeernplated:

CG-W33 04 13' q,! tranceiServices Pat. Page tof 2
C- 0791010- 2

2. "Bodily injury "property damage". occurring G. with respect to the insurance afforded to these after additional insureds, the following is added to a. All work, including materials, 'parts or Section III — Limits Of Insurance:
equipment. furnished in connection with The mostMe will ;pay on behalf of the additional such work, on the project (other than Insured Is the amount of Insurance:
service; maintenance or repairs) to be performed by or on behalf of the additional 1. Required' by the contract or agreenierst you insured(s), at the location of the "covered have entered Into :with' the additional .Insured; or operations has been;cOmpleted; or
b. 7het of "sjour wcirk"Out of Whiah the 2... Available: under 'the amine:able. Limits of Insurance shown In the•Declarations; injury or damage arises has been put to its intended use by any person or organization whichever Is less. other than another contractor or subcontractor This ' endorsement :shall not increase the Implied In performing applicable' Limits • 'of iInsurance shown in the operations for asprIncipal. as a part of the Pecieratiefls . same project.

insurance,SeivIdeitsfflce, Inc., 2612, CG20 33 04 13
C- 0791010- 2

ENDORSEMENT
ThiaEndorseiterif Changes thePlease Read it carefully

PRIMARY AND NON-CONTRIBUTING INSURANCE
Crhird-PartysSole
This endorsement modifies insurance proirided'undet the following::

COMMERCIAL GENERAL LIABILITY COVERAGE PART
OWNERS AND :CONTRACTORS PROTECPART' PRODUCTS/COMPLETED OPERAllONSLIABILITY COVERAGE PART RAILROAD LIA13ILITY PART BUS INESSOWNERS LIABILITY COVERAGE FORvl
meifouomng is added to Section IV Commercial General LANK* Conditions, paragraph.4:, Section IV: Commercial General Liability Conditions

4. Other Insure/16e:
d. Notwithstanding the.proyisions sub-paragraphs a, b, and q of this paragraph 4; with respect to the Thiki Partyihown below, it Is understood and agreed that in the event of a claim or "suit' arising, out of the Nanied insured sole negligence, thisIneurance shall be printery and any other and insurance non-maintained cOntribUtoni. by the additional insured named aethe•Third Party below shall be excess The Third Party to whom this endorsement applies is
ANY PERSON OR ORGANIZATION WITH WHOM THE INaURED FIASAGREEDSY WRITTEN CONTRACT TO PERFORM:SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND coNDITIONS OF THIS POLICY TO WHICH THISTORM.ISATTACHED.

Absence of a specifically, named .Third Party :above means that the proMsions of this endorsement work." RR* as required by written contrea 4thtuefegreOrnilit , )any Third Pertyfor wharn,yOU are perferming.

Ali other temrs.and conditions of this policy rernalh anchanaga.

This endorsement is effective: theon:inception date:of the policy unless otheiv4Se stated herein. Me' inforniation policy.) below Is required: only when INS endorsement is issued subsequent to preparation of the Policy Number: OIP06.175'
NeibedinsUrcch HADRONEX INC,
Endorsement Effective Date: :02/ 201462/
Endorsement Serial No. AF 00:1 wain Includes copyrighted Material of insurance Servicit'OffterS; Inc: with Itipirmission Copyright, Insurance sitirioe6 Office; hic.1994 C- 0791010- 2
11 MAR 17 2014 HADRO -1 OP ID: ED

R CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DDY YY)
02/ 201403/
THIS CERTIFICATE I5 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED EPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed: .If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on thls certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER CONTACT
Brouwer Insurance Agency PRONE Jack Brouwer, CIC
Pax
License # 0454226 NC. No. Eat): 760- 745 -5151 INC, No): 760- 741 -9308- 725 E. Valley Parkway E-MAIL
Escondido, CA 92025 ADDRESS:

Jack Brouwer, CIC INSURER(S) AFFORDING COVERAGE NAIC M
INSURER A: Atain Specialty Company 17159
INSURED Hadronex, Inca INSURER B: United Financial Casualty Comp 11770 381 Engel Street
INSURER C: State Compensation Ins Fund Escondido, CA 92029 INSURER D :

INSURERE:

INSURER P :

COVERAGES CERTIFICATE NUMBER: 1 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN I5 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR AUUL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE DAR Win POLICY NUMBER IMM /DD/YYYY) IMM/ YYYY) DD/ LIMITS

GENERAL LIABILITY
EACH OCCURRENCE 2, 00000,
A X COMMERCIAL GENERAL LIABILITY X CIP206175 02/ 201402/02/ 201502/ pREMISES Ee ocurrence) 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) 6,000
PERSONAL AADVINJURY _ $ excluded
GENERAL AGGREGATE 2, 00000,
GEN'LAGGREGATE LIMIT APPLIES PER: 1 PRODUCTS- COMP /OP AGG $ excluded 1 POLICY PRO- FCT 7LOC
AUTOMOBILE LIABILITY COMBINED eDISINGLE LIMIT 1, 00000, b ANY AUTO 06264245 02/ 201401/02/ 201501/ BODILY mow (Perperson)

ALL OWNED SCHEDULED
AUTOS X AUTOS BODILY INJURY accident) $

X HIRED AUTOS X

NON -OWNED PROPERTY DAMAGE AUTOS PER ACCIDENT)

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAB CLAIMS -MADE AGGREGATE
DED 1 1 RETENTIONS
WORKERS COMPENSATION WC STATU- OTHAND EMPLOYERS' LIABILITY Y/ N

TORY I NITS I FR
C ANY PROPRIETOR/ EXECUTIVE PARTNER/E OFFICER/MEMBER EXCLUDED? N/A 1875457-2014 01/ 201401/01/ 201501/ E.L. EACH ACCIDENT 1, 00000, Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1, 00000, If yea, deecnbe umle DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1, 00000, DESCRIPTION OP OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace la required) City of Redondo Beach and its officers, elected and appointed officials, t " employees and volunteers. Certificate holder is named as additional insured per endorsement CG 20 33 ., attached. Primary and non contributing V
endorsement also attached.

CERTIFICATE HOLDER CANCELLATION
CITYOF8

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Redondo Beach and" ACCORDANCE WITH THE POLICY PROVISIONS.

Engineering & Building Service
AUTHORIZED REPRESENTATIVE 415 Diamond Street
o
Redondo Beach, CA 90277 y {5_
1988.2010 ACORD CORPORATION. All rights reserved.

ACORD 25 (2010/05) The ACORD name and 16 are registered marks of ACORD

COMMERCIAL GENERAL LIABILITY
CG 20 33 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS LESSEES OR

CONTRACTORS - AUTOMATIC STATUS WHEN

REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Section II — Who Is Am Insured Is amended to
include as an B. With respect to the Insurance afforded to these additional insured any person or organization for whom additional insureds, the following additional you are performing exclusions apply: operations when you and such person or organization have agreed in writing in a contract or This Insurance does not apply to:
agreement that such person or organization be
added 1. "Bodily injury", " property damage" or "personal as an additional i nsured on your policy. and advertising injury" arising out of the Such person or organization Is an additional Insured rendering of, or the failure to render, any only with respect to liability for "bodily professional architectural, engineering or injury", "property da mage" or "personal and surveying services, including: advertising injury" caused, in whole or in part, by:

1. Your a. The preparing, approving, or failing to acts or omissions; or prepare or approve, maps, shop drawings,

2. The acts or omissions of those acting on your opinions, reports, surveys, field orders, behalf; change orders or drawings and
in the performance of your ongoing operations for
specifications; or
the additional Insured, b. Supervisory, inspection, architectural or engineering activities. However, the insurance afforded to such additional Insured: This exclusion applies even if the claims against

1. any insured allge
and
Only applies to the extent permitted by law; in the supervision, hiring, employment, traning Sgor monitoring of others by that Insured, if the 2. Will not be broader than that which you are occurrence" which caused the "bodily injury" or required by the contract or agreement to property damage ", or the offense which caused provide for such additional Insured. the "personal and advertising injury", involved the A person's or organization's status as an rendering of or the failure to render any additional insured under this endorsement ends suoeysi architectural, engineering or when your operations for that additional insured surveying services. are completed.

CG 20 33 0413 Insurance Services Office, Inc., 2012 Page lof2

2. "Bodily injury" or "property damage" occurring C. With respect to the insurance afforded to these after: additional insureds, the following is added to a. All work, including materials, parts or Section III — Limits Of Insurance:
equipment furnished in connection with The most we will pay on behalf of the additional such work, on the protect (other than Insured Is the amount of Insurance:
service, maintenance or repairs) to be
performed by or on behalf of the additional 1. Required by the contract or agreement you Insured(s) at the location of the covered have entered Into with the additional Insured; or operations has been completed; or
b. That portion of "your work" out of which the 2. Available under the applicable Limits of injury or damage arises has been put to its Insurance shown in the Declarations; Intended use by any person or organization whichever is less. other than another contractor or
subcontractor This endorsement shall not increase the engaged In performing applicable Limits of Insurance shown in the operations for a principal as a part of the Declarations. same project.

Insurance Services Office, Inc., 2012 CG 20 33 04 13

ENDORSEMENT
This Endorsement Changes the Policy - Please Read It Carefully

PRIMARY AND NON - CONTRIBUTING INSURANCE
Third - Party's Sole Negligence)
This endorsement modifies insurance prodded under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART

BUSINESSOWNERS LIABILITY COVERAGE FORM
The following Is added to Section IV - Commercial General Liability Conditions, Paragraph 4:

Section IV: Commercial General Liability Conditions

4. Other insurance:
d. Notwithstanding the provisions of sub - paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that In the event of a claim w "suit" arising out of the Named Insured'ssole negligence, this Insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excess and non - contributory.

The Third Party to whom this endorsement applies is:

ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED.

Absence of a specifically named Third Party above means that the provisions of this endorsement work." apply "as required by written contractual agreement with any Third Party for whom you are performing All other terms and conditions of this policy remain unchanged, This endorsement Is effective on the inception date of the policy unless otherwise stated herein. The policy.) Information below is required only when this endorsement Is issued subsequent to preparation of the Policy Number: CIP206175
Named Insured: HADRONEX INC
Endorsement Effective Date: 02/ 201402/
Endorsement
Includes copyrightedCopyright, materialInsurance of insurance Services Services Office, Inc. with Its perm Ission Office, Inc. 1994 Il'.?3. Adninistrative Report
Council Action Date: July 19, 2011
To:

From:

MAYOR AND CITY COUNCIL

STEVE HUANG, CITY ENGINEER/ CHIEF BUILDING OFFICIAL
Subject: TERMINATE ZONDIROS, INC. CONTRACT AND AMEND HADRONEX, INC. CONTRACT FOR THE SEWER PUMP PREVENTIVE `, „
MAINTENANCE PROJECT, JOB NO. 50190 --- k '

RECOMMENDATION

1. Terminate contract with Zondiros, Inc., and authorize final retention payment of 11, 50; 284.and

2. Approve contract amendment to Hadronex, Inc. for Zondiros, Inc.'s remaining contract amount of 114, 00638.for the operation and monitoring of 31 wastewater system monitoring and alarm devices, through April 10, 2014.

EXECUTIVE SUMMARY
The City currently has 47 wastewater system water level depth-sensing devices in critical sanitary sewer manholes and pump stations in high priority locations throughout the City. Zondiros, Inc. is under contract for 31 of these devices, with the remaining 16 devices contracted under Hadronex, Inc. Sadly, Tom Zondiros, owner and president of the company, suddenly passed away last year, and his widow has requested the termination of the contract as soon as possible. Given that Zondiros, Inc. hired Hadronex, Inc. as a sub-contractor to perform the contracted work and the City has an existing contract with Hadronex, Inc., staff is recommending amending the Hadronex, Inc. contract for $114,638 to include Zondiros, Inc.'s remaining work through April 10, 2014. This action will save the City $36,400 dollars since the management fee paid to Zondiros, Inc. will be eliminated. All parties involved have agreed to the actions listed above.

BACKGROUND
In 2006, the State Water Resources Control Board adopted new Statewide General Waste Discharge Requirements for Sanitary Sewer Collection Systems (Order No. 2006-0003). The primary purpose of the Order is to reduce and/or eliminate Sanitary Sewer Overflows (SSOs). Agencies may be subjected to serious enforcement actions E14
Administrative Report July 19, 2011
Termination /Amendment — 50190 Page 2
for any individual SSO or an overall elevated number of SSOs as benchmarked against other similar agencies. Through the installation of the 47 water level sensing devices, the City has significantly reduced the number of SSOs by receiving an early warning notification when water levels rise above normal operational depths. The notification provides maintenance staff the necessary time to respond to and correct the problem before a SSO occurs.

On October 21, 2008, the City Council awarded a$000232,contract to Zondiros, Inc. for 15 devices. One change order was issued in the amount of $10,000 to add one unit, bringing the contract amount to $242,000. On February 17, 2009, the City Council approved a second change order for $213,000 for 15 additional devices, bringing the total contract amount to $455,000 for 31 total devices. Due to the success of the project in addressing water quality within the City, on October 5, 2010 the City Council awarded a contract in the amount of $139,960 to Hadronex, Inc. for the installation of 16 additional wastewater system monitoring devices and monitoring for a five-year period.

The City's contract with Zondiros, Inc. for the monitoring of 31 devices runs through April 10, 2014. Tom Zondiros, owner and president of the company, suddenly passed away in 2010, and his widow has requested the termination of the contract as soon as possible. Since Zondiros, Inc. hired Hadronex, Inc. as a sub-contractor to perform the contracted work and the City has an existing contract with Hadronex, staff is recommending amending Hadronex, Inc.'s contract in the amount of $114,638 to include Zondiros, Inc.'s remaining work. This action will save the City $36,400 dollars since the management fee paid to Zondiros will be eliminated.

The City is holding $15, 50562.in retention on the Zondiros contract, and paid the full year of service and maintenance for the 31 devices through December 31, 2011.

Subtracting the pre-paid revenues for non-performed work and final balancing, the Zondiros, Inc. final payment at termination is $11, 50. 284 Hadronex, Inc. will provide the following services for the 31 monitoring units through April 10, 2014 for total compensation of $114, 00 ( 638.a rate of 1, 00549.per unit, per year):

1. Active Site Monitoring Fee;

2. Annual Power Pack Replacement;

3. Extended Warranty Program; and

4. Extended Warranty Labor Option.

The 31 monitoring devices shall be included in the continuous, real time monitoring of water levels and alarms/notifications for specific pre-set conditions at each monitoring location. Internet access to system status and historical data shall be provided.

Emergency notification set points shall be changeable via the internet. The web site shall be capable of sending of control commands to the field units for the purpose of Administrative Report
Termination /Amendment — 50190
July 19, 2011 ,

turning alarms on or off, or changing the alarm set point, and exporting data using commercially available file formats.

COORDINATION
The scope of work identified in the contract will be coordinated through the Engineering and Building Services and Public Works Departments. The City Attorney's Office approved Zondiros, Inc.'s Termination Notice and Hadronex, Inc.'s contract amendment as to form.

FISCAL IMPACT
Fundinq: .

Wastewater CIP Fund
Total
Submitted by:

St Huang
City Engineer/Ch
Expenditures:
254 598 Hadronex, Inc. Contract
Hadronex Amendment
254,598
ing Official
gtrivedi .

Attachment:

Hadronex, Inc. Contract Amendment
Total
Approved
Office of the C
139,960
114 638
254,598
by:,
anager

FIRST AMENDMENT TO

AGREEMENT FOR PROJECT SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND HADRONEX, INC.

THIS FIRST AMENDMENT TO AGREEMENT FOR PROJECT SERVICES (this "First Amendment") is made between the City of Redondo Beach ("City") and Hadronex, Inc., a Delaware corporation ("Consultant").

WHEREAS, on October 5, 2010, the parties hereto originally entered into that certain Agreement for Project Services betweenthe City of Redondo Beach and Hadronex, Inc. the "AgreemenY'); and .

WHEREAS, the parties wish to amend the Agreement pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereby agree to make the following amendments to the Agreement:

1. Scoqe of Service. Exhibit "A" of the Agreement is hereby amended to add Attachment 1 which is incorporated herein by this reference. Except as expressly stated herein, Exhibit "A" of the Agreement shall remain unchanged and in full force and effect.

2. Compensation. Exhibit C of the Agreement is hereby amended and restated in its entirety as shown in Attachment 2 which is incorporated herein by this reference.

3. No Other Amendments. Except as expressly stated herein, the Agreement shall remain unchanged and in full force and effect. In the event of any inconsistency befinreen the terms of this First Amendment and the terms ofthe Agreement, the terms of this First Amendment shall govern.

C- 791010-
IN WITNESS WHEREOF, the parties have executed this First Amendment in Redondo Beach, California, as of this day of UI.1 , 2011.

CITY OF REDONDO BEACH
Mayor

APPROVED AS TO FOR
ATTEST:
t 1 J ._v., t.
r
HADR
By:

Name:

Title:

C- 791010-
ATTACHMENT 1 TO

FIRST AMENDMENT TO AGREEMENT
Modifications To the Exhibit A of Agreement for Project Services Between the City of Redondo Beach and Hadronex, Inc.

Below are modifications to the existing Agreement for Consulting Services between the City of Redondo Beach and Hadronex, Inc. Only those activities modified below are changed by this amendment. All others are to remain as delineated in the original agreement.

SCOPE OF WORK
Consultant is expected to diligently undertake and perform the work program as outlined below.

Consultant shall devote the number of persons and level of effort necessary to perform and complete the work in accordance to the Schedule for Completion. All wok done will be performed to the highest professional standards and will reflect the thoroughness, attention to detail and professional knowledge expected in the associated engineering disciplines. The amendment includes the monitoring and servicing of the following 31 additional devices through the end of service date noted beginning following the amendment execution date.

C- 791010-
ATTACHMENT 1 TO

FIRST AMENDMENT TO AGREEMENT

SYSTEM OPERATIONS MONITORING
The 31 additional monitoring devices shall .be included in the continuous, real time monitoring of water levels for the existing contract (16 locations) in manholes, pump stations and related wastewater facilities and that alarms/notifications for specific pre-set conditions are functioning at each monitoring location.

Internet access to system status and historical data shall be provided. Emergency notification set points shall be changeable via the internet. The web site shall be capable of sending of control commands to the field units for the purpose of turning alarms on or off, or changing the alarm set point, and exporting data using commercially available file formats.

Hadronex shall provide all labor, equipment and materials required to maintain each unit through the five years (end date noted above) including a replacement battery every year, and if necessary complete unit replacement.

Hadronex shall provide monitoring and alarm notification services as specified for each unit through the five years (end date noted above) including full City internet access, emergency notifications, and technical support. -
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ATTACHMENT 2 TO

FIRST AMENDMENT TO AGREEMENT
EXHIBIT "C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below. Invoices must be adequately detailed, based on accurate records, and in a form reasonably satisfactory to City; Consultant may be required to provide back-up material upon request.

Consultant to provide the following for the 31 monitoring units through the end of the five year service term:

Active Site Monitoring Fee
Annual Power Pack Replacement
Extended Warranty Program
Extended Warranty Labor Option
for a total compensation of $114, 00, ( 638.1, 00/ year). 549. unit/ B. Schedule for Pavment
Invoices will be paid twice per year, following the services provided per the following schedule:

July 1, 2012
January 1, 2013
July 1, 2012
January 1, 2013
July 1, 2013
January 1, 2014
April 10, 2014
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Administrative Report

MAYOR AND CITY COUNCIL
Council Action Date: October 5, 2010

STEVE HUANG, CITY ENGINEERI CHIEF BUILDING OFFICIAL
Subject: APPROVAL OF $139,960 CONTRACT WITH HADRONEX, INC. FOR

THE SEWER MANHOLE AND PUMP STATION MONITORING AND

ALARM SYSTEM

RECOMMENDATION
Approve a$960139,contract with Hadronex, Inc. for the installation of 16 wastewater system monitoring and alarm devices and provide continuous, real-time operational status via alarms/notifications and internet based monitoring capabilities for a five year period.

EXECUTIVE SUMMARY
This project will install 16 water level depth-sensing sensors in critical sanitary sewer manholes and pump stations in high priority locations. These sensors will be monitored 24/7 and will provide early warning if water levels rise above normal operational depths.

This advance warning will increase the likelihood maintenance staff will be able to correct the problem before a Sanitary Sewer Overflow (SSO) occurs. Currently the City has 31 sensors installed at locations throughout the City and based on the success of the existing program, staff recommends 16 additional sensors be installed. An RFP was released in July 2010. The lone proposal received was from Hadronex, Inc.

BACKGROUND
In 2006, the State Water Resources Control Board adopted new Statewide General Waste Discharge Requirements for Sanitary Sewer Collection Systems (Order No. 2006-0003). The primary purpose of the Order is to reduce and/or eliminate SSOs.

Agencies may be subjected to serious enforcement actions for any individual SSO or an overall elevated number of SSOs as benchmarked against other similar agencies. This project will significantly reduce the number of SSOs occurring in the City by providing an early warning if water levels rise above normal operational depths. This advance warning will increase the likelihood maintenance staff will be able to correct the problem before a SSO occurs.

E14
Administrative Report
Hadronex — Sewer Manhole & Pump Station Monitoring and Alarm System

October 5, 2010
The City of Redondo Beach owns, operates, and maintains a sanitary sewer collection system, which includes over 112 miles of pipeline and 15 pump stations. The ability to respond to and repair operational upsets in a timely fashion is critical to the transparent" operation of the system. The intent of this project is to improve the reliability of continuous operations, and reduce the potential threat of SSOs.

City maintenance staff identified 16 additional locations of the collection system that could have significant impacts on the environment and operation if an overflow were to occur. Criteria used, in making this determination are: proximity of environmentally sensitive areas (harbor and ocean); sewer mains and ump stations with high flow volume; sewer mains and pump stations serving areas with high potential to cause blockages; and aged pump stations with operational and/or condition concerns (also being addressed through other future projects).

In addition to implementing a more intense maintenance schedule within these areas, the monitoring system provides 24/7 monitoring of water levels in the collection system.

This monitoring system will continuously sense the water depth within critical manholes, and via wireless communications notify maintenance staff when the depth exceeds a set point above the normal operating level.

In the time since the first monitoring units were installed in January 2009, a significant number of SSO's have been avoided due to the early notification provided by the monitoring system. It is unknown at this time what the value of an avoided SSO is.

However, given the high potential SSO regulatory penalties and the numerous additional negative outcomes of a SSO, staff believes the investment in the monitoring system is warranted at this time.

The existing 31 units are under contract with Zondiros Corporation, with Hadronex, Inc. acting as a sub-contractor. Hadronex, Inc. installed the initial devices and has been maintaining and providing internet based access to the units since startup. Contracting the installation and maintenance of the additional 16 units directly to Hadronex, Inc. will result in a significant savings to the City. The installation includes all labor, equipment including replacement if required), materials and service fees for a turnkey operation for a five year period. At the end of the five-year contract period, the system would be turned over to the City's staff for maintenance. The addition 16 sensors will result in 47 sensors citywide, resulting in 2% of the system (47 of 2180 locations) having real time monitoring. Staff believes a 2% coverage is an appropriate percentage given the condition and operation of our system, thereby providing an even higher level of security against SSOs. Based upon these findings, staff recommends the City Council award the contract to Hadronex, Inc.

Administrative Report October 5, 2010
Hadronex — Sewer Manhole & Pump Station Monitoring and Alarm System

COORDINATION
The scope of work identified in the contract will be coordinated through the Engineering and Building Services, and Public Works Departments. The contract has been approved as to form by the City Attorney'sOffice.

FISCAL IMPACT
Fundinq:

Wastewater CIP Fund
Submitted by:

Steve Huang
City Engineer/Ch
gtrivedi
160 000
Total $160,000
ing Official
Expenditures:

Hadronex Contract
Contingency
Total
Approved for
139,960
20 040
160,000
rding by:

Office of th/City Manager
Attachment:

Hadronex Contract
W t\ '

AGREEMENT FOR PROJECT SERVICES

BETWEEN THE CITY OF REDONDO BEACH
AND HADRONEX, INC.

THIS AGREEMENT FOR PROJECT SERVICES (this "Agreement") is made befinreen the City of Redondo Beach ("City") and Hadronex, Inc., a Delaware corporation (hereinafter "Contractor" or "Consultant").

The parties hereby agree as follows:

A. Description of Proiect or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be performed by City are set forth in Exhibit "A".

B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".

C. Compensation. City agrees to pay Contractor in accordance with Exhibit "C".

GENERAL PROVISIONS
Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement.

Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Contractor'ssole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

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3. Citv Propertv. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials shall be specific for the pr,oject herein and shall not be used by the City for any other project without Contractor's consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the direction of Contractor for Contractor'sown use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public properiy, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement.

Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder.

5. Services. The project or services set forth in Exhibit "A" shall be perFormed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit "A" are itemized by price in Exhibit "C", the City in its sole discretion may, upon notice to Contractor, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor'sservices hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor. 2 - C- 791010-

6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, and correspondence pertaining to the project or services set forth in Exhibit "A". Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractor's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Chanqes and Extra Work. All changes and/or extra work under this Agreement shall be performed and paid for in accordance with the following:

Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements.

Failure of Contractor to secure the authorization for such era and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Contractor shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A written change order providing for such compensation for extra work shall be negotiated befinreen the City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council as long as a written appeal is submitted to the City Manager within five (5) days after the staffs determination is received by Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staffs determiration.
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8. Additional Assistance. If this Agreement requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Abilitv. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor shall perForm in accordance with generally accepted professional practices and standards of Contractor's profession.

10. Business License Contractor shall obtain a Redondo Beach Business License before performing any services required under this Agreement.

The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.

11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contrator. In the event of any such termination by City, Contractor shall be compensated for: (1) all authorized work satisfactorily perFormed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor'sreceipt of notice of termination, irrespective of whether sUch materials or services of others have actually been delivered, and further provided that Contractor is not able to cancel such orders.

Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor'sfinished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunetion with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
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12. Termination in the Event of Default. Should Contractor fail to perForm any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor'sbreach of this Agreement.

Contractor may terminate this Agreement upon default by the City which is not cured within 30 days following written notice to the City stating the basis of such default.

13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year.

14. Indemni . To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, and volunteers from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorneys' fees and costs and expert witness fees), judgments, penalties, and liens of every nature arising or claimed to arise, directly or indirectly, out of Contractor'sperFormance of work hereunder or its failure to comply with any of its obligations contained in fhe Agreement, or its failure to comply with any current or prospective law, except for such loss or damage caused by the sole negligent acts or willful misconduct of the City. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

15. Insurance. $ee Exhibit "D." Insurance requirements set forth in Exhibit "D" that are waived by the City's Risk Manager do not require amendment or revisions to this Agreement.
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16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, non-discrimination laws and prevailing wage laws.

18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the services which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall proide to the City upon request copies of each and every subcontract prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of finrenty-five percent (25%) or more of the ownership interest in Contractor or finrenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of inerger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor'sassets occurs, which reduces Contractor'sassets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties.

Contractor shall not engag the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. 6 - C- 791010-
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20. Interqation. This Agreement constitutes the entire agreement befinreen the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written instrument executed by both parties.

22. Conflictinq Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Contractor.

23. Non-Exclusivitv. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentialitv: To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the perFormance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered third parties."

28. Governinq Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys' Fees, In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs. This provision shall survive the termination of this Agreement.

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30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.

31. Interpretation. Contractor acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement.

This Agreement shall be interpreted as if drafted by both parties.

32. Warran . In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year fro , the date of delivery; and the product shall be fit for its intended purposes).

Nofinrithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of thirty (30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor'sexpense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit "C" hereto.

33. Federal Fundinq. In the event any portion of the consideration to be paid to Contractor shall be derived from federal sources, Contractor shall comply with all federal nondiscrimination regulations, which are herein incorporated by reference and made a part of this Contract.

34. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

35. Authori . City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor.
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36. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SlGNATURES FOLLOW ON NEXT PAGEJ
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F A
HADRONEX, INC.

IN WITNESS WHEREOF, therties have executed this Agreement in Redondo Beach, California, as of this . day of , 2010.

CITY OF REDONDO BEACH
i '`
Mayor
ATTEST:
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B
Nam
Title:

Risk M ager
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APPROVED AS TO FORM:

EXHIBIT "A"
a

PROJECT INFORMATIONISCOPE OF WORK
A. PROJECT INTRODUCTION & BACKGROUND
The City of Redondo Beach is located in the coastal edge of Los Angeles County, just twenty miles from downtown Los Angeles and seven miles south of Los Angeles International Airport.

Redondo Beach was incorporated in 1892. In 2004, the City's estimated population was 66,900 with a land area of .6.3 square miles. The City's wastewater collection system has approximately 113 miles of sewer mains, ranging in size from 6 inches to 18 inches, with 15 major pump stations and two minor pump stations. The wastewater from the City's system is discharged to the Los Angeles County Sanitation District trunk transmission system which is conveyed to their 300 MDG Joint Water Pollution Control Plant located in Carson.

B. SCOPE OF WORK
Consultant is expected to diligently undertake and perform the work program as outlined below.

Consultant shall devote the number of persons and level of effort necessary to perform and complete the work in accordance to the Schedule for Completion. All work done will be perFormed to the highest professional standards and will reflect the thoroughness, attention to detail and professional knowledge expected in the associated engineering disciplines.

The project location includes installing a monitoring device in the following locations:

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

11. 12.

13. 14.

15. 16.

American Legion Pump Station (behind 412 Camino Real)
500 Block Goodman Pump Station
2018 Carnegie Pump S#ation
1505 Flagler Pump Station
1626 Haynes Manhole # 1665
Wylie Pump Station (@ Steinhart)
1803 Rockefeller aviation Way Manhole # 1445
1214 Ford @Clark, Manhole # 1337
Harriman @Phelan Manhole # 0875
2207 Vanderbilt Manhale # 0949
2200 Ruhland @Rindge Manhole # 0627
2700 Manhattan Beach Blvd. Manhole # 0231
2323 190' Street Manhole # 1279
2121 Nelson Manhole # 0652
1921 Nelson Manhole # 0664
Torrance Circle (near Basin 3 pump Station)
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TASK 1— PRELIMINARY SITE SURVEYS
TASK 2 — EQUIPMENT INSTALATION
TASK 3— SENSOR TUNING AND ALIGNMENT
TASK 4 — TRAINING
At a minimum, Hadronex shall provide a 4 hour training class for City staff once per year to be held in the City Hall's training room.

TASK 5- SYSTEM OPERATIONS MONITORING
Provide continuous, real time monitoring of water levels for 16 locations in manholes, pump stations and related_ wastewater facilities and that alarms/notifications for specific pre-set conditions are functioning at each monitoring location.

Internet access to system status and historical data shall be provided. Emergency notification set points shall be changeable via the internet. The web site. shall be capable of sending of control commands to the field units for the purpose of turning alarms on or off, or changing the alarm set point, and exporting data using commercially available file formats.

Hadronex shall provide all labor, equipment and materials required to maintain each unit for five years following acceptance of initial installation including a replacement battery every year, and if necessary complete unit replacement.

Hadronex shall provide monitoring and alarm notification services as specified above for five years following acceptance of initial installation including full City internet access and emergency notifications.

TASK 6 — TECHNICAL SUPPORT
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EXHIBIT "B"

SCHEDULE FOR COMPLETION
COMPLETION:

TASK 1- PRELIMINARY SITE SURVEYS OCTOBER 2010
TASK 2- EQUIPMENT INSTALATION NOVEMBER 2010
TASK 3- SENSOR TUNING AND ALIGNMENT NOVEMBER 2010
TASK 4- TRAINING JANUARY 2011
TASK 5- SYSTEM OPERATIONS MONITORING OCTOBER 2015
TASK 6- TECHNICAL SUPPORT ONGOING
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EXHIBIT "C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below. Invoices must be adequately detailed, based on accurate records, and in a form reasonably satisfactory to City; Consultant may be required to provide back-up material upon request.

A. Amount
1 ST YEAR:

Equipment: Quantity Unit Price Total
SmartCover units 16 $ 2,860
Service:

SmartCover 16 $ 475 $ 7,600
Installation &
Activation
Active Site Monitoring 16 $ 300/year $ 4,800
Fee
TOTAL $ 58,160
YEAR 2- 5— ANNUAL COS.T:

Active Site Monitoring 16 $ 300 $ 4,800
Fee
Annual Power Pack 16 $ 225 $ 3,600
Replacement.

Extended Warranty 16 $ 315 $ 5,040
Program
Extended Warranty 16 $ 438 $ 7,008
Labor Option
TOTAL $ 20,448
B. Schedule for Pavment
Payments for services provide during the first year of the contract will be made following the installation and operation of 16 devices to the City's reasonable satisfaction. Years two (2) through five (5) of the contract will be paid twice per year following the service provided.

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EXHIBIT "D"

INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor'sindemnification obligations under this Agreement, Consultant shall procure and maintanfor the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

Insurance Services Office forrr number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 ( any auto).

Workers' Compensation insurance as required by the State of California.

Employer'sLiability Insurance.

Minimum Limits of Insurance
Contractor shall maintain limits no less than:

General Liability: $1, 00000,per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.

Automobile Liability: $1, 00000,per accident for bodily injury and property damage.

Employer's Liability: $1, 00000,per accident for bodily injury or disease.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or {2) the Contractor shall provide a financial guarantee Insurance Requirements for Contractors (10/1 /03)
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