R25-205 RESOLUTION NO. R25-205
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING AN AGREEMENT BETWEEN THE CITY
3 AND SMARTCOVER SYSTEMS FOR REMOTE SEWER MONITORING
4 SERVICES IN AN AMOUNT NOT TO EXCEED $140,395 DURING THE
5 INITIAL TERM AND ALL EXTENSION TERMS; AND FOR ALL OTHER
6 PURPOSES.
7
8 WHEREAS, the City oversees and maintains 310 miles of sanitary sewer gravity mains, 167
9 pumping stations, and roughly 8,000 sanitary sewer manholes. The SmartLevel system provides a
10 cost-effective solution for satellite manhole monitoring, helping utilities prevent sewer overflows,
11 optimize collection system maintenance, and accurately detect inflow and infiltration (I&I). Its
12 powerful data management and analytics platform enables real-time monitoring, allowing for
13 improved system performance, reduced operational costs, and more efficient resource allocation;
14 and
15 WHEREAS, this purchase is being made pursuant to the Sole Source Procurement
16 Exemption outlined in Section X, Alternatives to Formal Sealed Bids, of the procurement policy.
17 This section permits sole-source services and purchases when it is determined that only one viable
18 source is available. Such circumstances may include, but are not limited to, repairs or additions
19 from the original equipment manufacturer, exclusive regional suppliers, franchised or licensed
20 distributors, or proprietary items. The vendor has submitted the required documentation to the
21 City, and the Procurement Division has affirmed that the documentation for this purchase meets
22 the Sole Source Procurement Exemption criteria; and
23 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
24 best interests of the City's citizens and residents to approve an Agreement between the City and
25 SmartCover Systems for remote sewer monitoring services in an amount not to exceed $140,395
26 during the initial term and all extension terms.
27
28 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
29 BEACH, FLORIDA, THAT:
30 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
31 being true and correct and are hereby made a specific part of this Resolution upon adoption.
RESOLUTION NO. R25-205
32 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
33 approve an Agreement between the City and SmartCover Systems for remote sewer monitoring
34 services in an amount not to exceed $140,395 during the initial term and all extension terms (the
35 "Agreement"), in form and substance similar to that attached as Exhibit A.
36 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
37 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
38 ancillary documents required under the Agreement or necessary to accomplish the purposes of
39 the Agreement, including any term extensions as provided in the Agreement, provided such
40 documents do not modify the financial terms or material terms.
41 SECTION 4. The City Clerk shall retain the fully executed Agreement as a public record
42 of the City. A copy of the fully executed Agreement shall be provided to Tremaine Johnson to
43 forward to SmartCover Systems.
44 SECTION 5. This Resolution shall take effect in accordance with the law.
45
46
47
4R [SIGNATURES ON THE FOLLOWING PAGE]
49
RESOLUTION NO. R25-205
50 PASSED AND ADOPTED this day of Id 2025.
51 CITY OF BOYNTON BEACH, FLORIDA
52 YES -NO
53 Mayor- Rebecca Shelton
54
55 Vice Mayor-Woodrow L. Hay
56 ./
57 Commissioner-Angela Cruz
58
59 Commissioner-Thomas Turkin
60
61 Commissioner-Aimee Kelley
62
63 VOTE
64 ATT ST:
6` 1 �
66 .
67 Maylee I _ - as, MPA, M Rebecca Shelton
68 City Clerk Mayor
69
70 /j BOYAit, APPROVED AS TO FORM:
71 (Corporate Seal)
72C3. r -1/ ..:cgl
73 :lNCO p�Le 2 tteei W4,4%
74 ', . 292Q : e Shawna G. Lamb
75 't, fr; RIDA• ••._ - City Attorney
'
•
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
SMARTCOVER SYSTEMS, FOR REMOTE SEWER MONITORING SERVICES
This Agreement is made as of this 15th day of July, 2025, by and between SmartCover
Systems, with a principal address of 2110 Enterprise Street, Escondido, CA 92029, hereinafter
referred to as "Vendor," and the City of Boynton Beach, a municipal corporation organized and
existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton
Beach, Florida 33435, hereinafter referred to as "City." In consideration of the mutual benefits,
terms, and conditions hereinafter specified, the Parties agree as set forth below.
WHEREAS, the City needs Manhole monitoring to prevent sewer overflows, improve
efficiency of collection system cleaning, and accurately detect inflow and infiltration; and
WHEREAS, the Vendor is the sole source and manufacturer to provide remote sewer
monitoring hardware and services; and
WHEREAS, the City desires to engage Vendor to provide installation and operation of
SmartCover hardware, software support, and maintenance services (the "Goods and Services");
and
WHEREAS, Vendor has agreed to provide the Goods and Services in accordance with the
terms and conditions set forth herein.
NOW THEREFORE, for and in consideration of the mutual covenants and promises as
hereinafter set forth and of the faithful performance of such covenants and conditions, the City
and Vendor do hereby agree as follows:
1. GOODS AND SERVICES:Vendor shall provide all services, equipment, materials, and labor
necessary to provide remote sewer monitoring hardware and services on an annual basis
as further described in Vendor's Proposal attached hereto as Exhibit A, and incorporated
herein by reference.Vendor shall provide all Goods and Services and perform any Services
diligently, carefully, and thoroughly consistent with good business practice. Time shall be
of the essence concerning all matters outlined in this Agreement. Vendor shall warrant
that the Goods and Services are free from improper workmanship and defective materials
for the applicable warranty period described in Exhibits A and B.
Sole Source Agreement 25-060SS—SmartCover Systems
2. TIME FOR PERFORMANCE: Work under the Agreement shall commence upon the City
giving written notice to the Vendor to proceed, along with a purchase order. Specific
delivery timelines for Goods and Services shall be specified in the purchase order. Vendor
shall provide all Goods and perform all Services required pursuant to this Agreement.
Time is of the essence for Vendor's performance of the duties, obligations, and
responsibilities required by this Agreement.
3. FEE: As compensation for Goods provided and Services rendered by Vendor to the City
during the Initial Term (as defined below), the City shall pay the Vendor One Hundred
Three Thousand Two Hundred Twenty-Five Dollars ($103,225.00) ("Fee"). The Fee is
based on the Rates outlined in the Fee Schedule attached hereto as Exhibit B and
incorporated into this Agreement by reference. The Fee for any Extension Term shall be
an amount not to exceed Eighteen Thousand Five Hundred Eighty-Five Dollars
($18,585.00) per year.The total Fee to be paid by City to Vendor for all Goods and Services
during the Initial Term and all Extension Terms shall not exceed One Hundred Forty
Thousand Three Hundred Ninety-Five Dollars ($140,395.00). The Fee shall be the sole
compensation paid to Vendor in connection with the provision of Goods and rendition of
the Services and the performance of any and all of its other obligations under this
Agreement and shall include any out-of-pocket or other expenses, including travel
expenses, incurred by Vendor.
4. TERM: This Agreement shall be for an initial term of two (2) years, commencing on July
16, 2025, and shall remain in effect through July 15, 2027 ("Initial Term"), unless
otherwise terminated or extended as provided in this Agreement. The City reserves the
right to renew the Agreement for two (2) additional one-year renewal terms (each an
"Extension Term") on the same terms and conditions stated in this Agreement, subject to
Vendor's satisfactory performance as determined by the City, determination by the City
that renewal will be in the best interest of the City, and confirmation that Vendor is the
sole source to provide the Goods and Services. The Mayor is authorized to execute the
term extension amendment(s). If Vendor requests a rate change at the time of renewal,
or if the City desires to order additional services described in Exhibit B, such change shall
not become effective until a written amendment is approved by the City Commission and
duly executed by the Parties.
5. NOTICES: All Notices to the City shall be in writing by certified mail return receipt
requested, or customarily used overnight transmission with proof of delivery, sent to:
City: Daniel Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010/ Facsimile: (561) 742-6090
Copy: Shawna G. Lamb, City Attorney
Sole Source Agreement 25-060SS—SmartCover Systems 2
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010/ Facsimile: (561) 742-6090
Vendor:
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6. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed
to:
Boynton Beach Finance Department
Attn: Accounts Payable
P.O. Box 310
Boynton Beach, FL 33425.
Invoices for Goods shall show the type and quantity of the Goods and dates(s) of delivery.
Invoices for Services shall show the nature of the service, applicable rate, and date(s) of
service. Invoices may be submitted after such Goods and Services are delivered; however,
all Goods and Services delivered before September 30th of any given year must be
invoiced by September 30th of that year. Vendor shall provide a W-9 with the first invoice.
Payment shall be made only for Goods and Services actually ordered and received
pursuant to this Agreement. The fee shall be paid based on receipt of a proper invoice in
accordance with the invoice schedule indicated above. Payment will be made within 45
days of receipt of a proper invoice in accordance with the Local Government Prompt
Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this
Agreement shall be conclusive evidence of the performance of this Agreement by Vendor,
either wholly or in part, and no payment shall be construed to be an acceptance of or to
relieve Vendor of liability for the defective, faulty, or incomplete rendition of Goods and
Services.
7. TAX EXEMPT: Prices applicable to the City do not include applicable state and local sales,
use, and related taxes. The City is exempt from state and local sales and use taxes and
shall not be invoiced for the same. Upon request, the City will provide the Vendor with
proof of tax-exempt status.
8. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall
be considered nor construed to waive the City's rights and immunities under the common
7
Sole Source Agreement 25-060SS—SmartCover Systems 3
law or section 768.28, Florida Statutes, as may be amended.
9. ATTORNEY'S FEES: In the event that either Party brings suit to enforce the Agreement,
each Party shall bear its own attorney's fees and court costs.
10. PUBLIC RECORDS:The City is a public agency subject to Chapter 119, Florida Statutes. The
Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor shall:
A. Keep and maintain public records required by the City to perform the service when
utilizing non-City-owned equipment;
B. Upon request from the City's custodian of public records, provide the City with a
copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from
public record disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and, following completion of the contract,
Vendor shall destroy all copies of such confidential and exempt records remaining
in its possession once the Vendor transfers the records in its possession to the City;
and
D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the
City, all public records in Vendor's possession. All records stored electronically by
Vendor must be provided to the City, upon request from the City's custodian of
public records, in a format that is compatible with the information technology
systems of the City.
E. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk@bbfl.us
11. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement,
Vendor certifies that Vendor is not participating in a boycott of Israel.The Vendor further
Sole Source Agreement 25-060SS—SmartCover Systems 4
certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on
the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been
engaged in business operations in Syria. Subject to limited exceptions provided in state
law, the City will not contract for the provision of goods or services with any scrutinized
company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The City shall provide notice, in writing, to the Vendor of the City's
determination concerning the false certification. The Vendor shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, the Vendor shall have ninety (90) days
following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If the Vendor does not
demonstrate that the City's determination of false certification was made in error, then
the City shall have the right to terminate the contract and seek civil remedies pursuant to
Section 287.135, Florida Statutes, as amended from time to time.
12. E-VERIFY: Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility,"
including the registration and use of the E-Verify system to verify the work authorization
status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in
termination of this Agreement. Any challenge to termination under this provision must
be filed in the Circuit Court no later than 20 calendar days after the date of termination.
If this Agreement is terminated for a violation of the statute by Vendor, Vendor may not
be awarded a public contract for a period of one (1) year after the date of termination.
13. DISPUTES: Any disputes that arise between the parties regarding the performance of this
Agreement and cannot be resolved through negotiations shall be submitted to a court of
competent jurisdiction exclusively in Palm Beach County, Florida.This Agreement shall be
construed under Florida Law.
14.TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either Party
for convenience upon fourteen (14) calendar days of written notice, in which event the
Vendor shall be compensated for Goods provided and Services performed through the
termination date.
15. TERMINATION FOR CAUSE: In addition to all other remedies available to the aggrieved
Party,this Agreement shall be subject to cancellation by either Party for cause, should the
other Party neglect or fail to perform or observe any of the terms, provisions, conditions,
or requirements herein contained, if such neglect or failure shall continue for a period of
thirty (30) calendar days after receipt by the defaulting Party of written notice of such
neglect or failure.
16. INDEMNIFICATION: Vendor shall indemnify and hold harmless the City and its elected
and appointed officers, agents, assigns and employees, consultants, separate Vendors,
any of their subcontractors, or sub-subcontractors (collectively, "Indemnified Party"),
Sole Source Agreement 25-060SS—SmartCover Systems
from and against claims, demands, or causes of action whatsoever, and the resulting
losses, damages, costs, and expenses, including but not limited to attorneys' fees,
including paralegal expenses, liabilities, damages, orders, judgments, or decrees,
sustained by the Indemnified Party arising out of or resulting from (A) Vendor's
performance or breach of Agreement, (B) acts or omissions, negligence, recklessness, or
intentional wrongful conduct by Vendor's, its agents, employees, subcontractors,
participants, and volunteers, and (C) Vendor's failure to take out and maintain insurance
as required under this Agreement. Vendor shall pay all claims and losses in connection
therewith and shall investigate and defend all claims, suits, or actions of any kind or
nature against an Indemnified Party, where applicable, including appellate proceedings,
and shall pay all costs, judgments, and attorneys' fees which may issue thereon. The
obligations of this section shall survive indefinitely regardless of termination of the
Agreement. If considered necessary by the City and the City Attorney, any sums due
Vendor under this Agreement may be retained by the City until all claims subject to this
indemnification obligation have been settled or otherwise resolved.Any amount withheld
shall not be subject to payment of interest by the City.
17. INSURANCE: At the time of execution of this Agreement, the Vendor shall provide the
City with a copy of its Certificate of Insurance reflecting lines of insurance customary and
appropriate to the Vendor's business. Please see the City's minimum insurance
requirements listed in Exhibit C.
The Certificate of Insurance shall name the City of Boynton Beach and its officers,
employees, and agents as additional insured.
18. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is
applicable, City shall not be liable or responsible to Vendor beyond the amount remaining
due to Vendor under the Agreement, regardless of whether said liability be based in tort,
contract, indemnity or otherwise; and in no event shall City be liable to Vendor for
punitive or exemplary damages or lost profits or consequential damages.
19. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer
relationship between the Parties. The Parties intend that Vendor is an independent
contractor pursuant to the Agreement and shall not be considered the City's employee
for any purpose. Vendor shall not have the right to bind City to any obligation not
expressly undertaken by City under this Agreement
20. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times material
to the Agreement, Vendor shall perform its obligations in compliance with all applicable
federal, state, and local laws, rules, and regulations, including section 501.171, Florida
Statutes. Non-compliance may constitute a material breach of the Agreement.
21. ASSIGNMENT: If this Agreement and any interests granted herein shall be assigned,
transferred, or otherwise encumbered under any circumstances by Vendor, Vendor must
Sole Source Agreement 25-060SS—SmartCover Systems 6
gain prior written consent from City thirty (30) business days before such transfer. For
purposes of this Agreement, any change of ownership of the company shall constitute an
assignment that requires the City's approval. Notwithstanding the foregoing, Vendor
may, without City's consent, assign this Agreement in whole or in part as part of a
corporate reorganization, consolidation, merger, or sale of substantially all of its assets
related to this Agreement. Vendor shall provide City written notice of any such corporate
reorganization, consolidation, merger, or sale of substantially all of its assets related to
this Agreement within thirty (30) calendar days of such event.
22. NO LIEN. The Vendor shall not at any time permit any lien, attachment, or any other
encumbrance under the laws of the State of Florida, or otherwise, by any person or
persons whomsoever to be filed or recorded against the City, against any City property or
money due or to become due for any work done or materials furnished under this
Agreement by Vendor.
23. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect
only as long as the expenditures provided for in the Agreement have been appropriated
by the City Commission of the City of Boynton Beach in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
24. NON-EXCLUSIVE: This Agreement is non-exclusive. City may retain additional entities to
perform the same or similar work.
25. REPRESENTATION OF AUTHORITY: Vendor represents and warrants that this Agreement
constitutes the legal,valid, binding, and enforceable obligation of Vendor and that neither
the execution nor performance of this Agreement constitutes a breach of any agreement
that Vendor has with any third party or violates applicable law. Vendor further represents
and warrants that execution of this Agreement is within Vendor's legal powers, and each
individual executing this Agreement on behalf of Vendor is duly authorized by all
necessary and appropriate action to do so on behalf of Vendor and does so with full legal
authority.
26. RIGHTS IN DOCUMENTS AND WORK: Any and all videos, photographs, documents,
materials, data, or other work created by Vendor in connection with performing services,
whether finished or unfinished ("Documents and Work"), shall be owned by City, and
Vendor hereby transfers to City all right, title, and interest, including any copyright or
other intellectual property rights, in or to the Documents and Work. Upon expiration or
termination of this Agreement, the Documents and Work shall become the property of
City and shall be delivered by Vendor to City within seven (7) days after expiration or
termination. Any compensation due to Vendor may be withheld until all Documents and
Work are received as provided in this Agreement. Vendor shall ensure that the
requirements of this section are included in all agreements with all subcontractor(s).
Sole Source Agreement 25-060SS—SmartCover Systems 7
27.THIRD-PARTY BENEFICIARIES: Neither Vendor nor City intends to primarily or directly
benefit a third party by this Agreement. Therefore, the Parties acknowledge that there
are no third-party beneficiaries to this Agreement and that no third party shall be entitled
to assert a right or claim against either of them based upon this Agreement.
28. MATERIALITY AND WAIVER OF BREACH: Each requirement,duty, and obligation set forth
in this Agreement was bargained for at arm's length and is agreed to by the Parties. Each
requirement, duty, and obligation set forth in this Agreement is substantial and important
to the formation of this Agreement, and each is, therefore, a material term. City's failure
to enforce any provision of this Agreement shall not be deemed a waiver of such provision
or modification of this Agreement. A waiver of any breach shall not be deemed a waiver
of any subsequent breach and shall not be construed to be a modification of this
Agreement. To be effective, any waiver must be in writing and signed by an authorized
signatory of the Party granting the waiver.
29. COUNTERPARTS AND MULTIPLE ORIGINALS: This Agreement may be executed in
multiple originals and may be executed in counterparts, whether signed physically or
electronically, each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same agreement.
30. NON-DISCRIMINATION: Vendor and any subcontractors shall not discriminate on the
basis of race, color, sex, religion, national origin, disability, age, marital status, political
affiliation, sexual orientation, pregnancy, or gender identity and expression in the
performance of this Agreement.
31. ENTIRE AGREEMENT. The Agreement between the City and the Vendor with respect to
the subject matter of this Agreement. This Agreement supersedes all prior and
contemporaneous negotiations, understandings, and agreements, written or oral,
between the parties. This Agreement may not be modified except by the parties' mutual
agreement set forth in writing and signed by the parties.
32. SEVERABILITY. If any provision of this Agreement or application thereof to any person or
situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than
those as to which it shall have been held invalid or unenforceable, shall not be affected
thereby, and shall continue in full force and effect, and be enforced to the fullest extent
permitted by law.
33. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor
shall provide City with an affidavit attesting that the Vendor does not use coercion for
labor or services, in accordance with Section 787.06(13), Florida Statutes.
34. COUNTRIES OF CONCERN. The vendor represents that it is and will remain in compliance
with Section 286.101, Florida Statutes, for the duration of the term.
Sole Source Agreement 25-060SS—SmartCover Systems 8
35. PUBLIC ENTITY CRIME ACT. Vendor represents that it is familiar with the requirements
and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. Vendor further
represents that there has been no determination that it committed a "public entity crime"
as defined by Section 287.133, Florida Statutes and that it has not been formally charged
with committing an act defined as a "public entity crime" regardless of the amount of
money involved or whether Vendor has been placed on the convicted vendor list.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year
first written above.
CITY O/F 8/ONTO-PI BEACH, FLORIDA SMARTCOVER SYSTEMS
Rebecca Shelton, Mayor SmartCover Systems
Print Name of Authorized Official
Title
Approved as to Form:
Afig.1/V OY'aS
Shawna G. Lamb, City Attorney (Corporate Seal)
eOYNTo4,�
SEAL ;_ Attest/Authenticated:
�INCORPORATEDI
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•
Attested/Authenticat+�'.• ••*••1. 920•••• Z21
(Signature), Witness
AO
Douglas BOGGU±I
Maylee 1041 sus, City Cle Print Name
Sole Source Agreement 25-060SS—SmartCover Systems 9
EXHIBIT A
SCOPE OF SERVICES
SMARTLEVEL'-REMOTE SEWER MONITORING
FOR THE CITY OF BOYNTON BEACH
1 SMARTCOVER — SMARTLEVEL MONITORING SYSTEM
SmartCover is pleased to provide the following proposal for the installation and
operation of fifteen (15) SmartCover, SmartLevel remote monitoring system in the
collection system for the City of Boynton Beach.
1.1 INSTALLATION
Installation: SmartCover will install the SmartLevel hardware (see Section
2) and, while on site, verify operations, including full two-way communications
to the SmartCover system. NO CONFINED SPACE ENTRY IS REQUIRED for
installation of the SmartLevel unit.
Installation takes no longer than ninety (90) minutes per site, usually less.
Traffic control is not included in this pricing proposal and, if needed, is
assumed to be the responsibility of the Customer.
1.2 TRAINING
After installation of the units and verification of operation, SmartCover will
provide training to gather and interpret the SmartLevel data.
Training should take no longer than one (1) hour and will be performed online
(or in person if installed by SmartCover). Instructions on general data access
will still be provided after the installation.
1.3 SMARTCARETM SERVICE
When purchased with battery and parts warranty, SmartCover Labor Warranty
services offered in this proposal include:
• System troubleshooting
• Routine maintenance
• Parts and battery replacement
Sole Source Agreement 25-060SS—SmartCover Systems 10
Services will be performed by a local SmartCover factory-trained
representative. Adequate spare parts inventory will be maintained locally to
minimize downtime of systems.
Damage to the units caused by the Customer or Customer contractors will be
documented and invoiced at the time of service.
2 LIMITED WARRANTY
Limited Warranty
The equipment components of the SmartCover are warranted free from material
defects of material and workmanship for a period of one (1) year from the date of
installation. Unless otherwise stated, the SmartCover warranty herein is a parts-only
warranty. Should the Customer discover any condition that might invoke a warranty
claim, they are to expeditiously and without delay notify the SmartCover Technical
Services group. Upon notification, SmartCover will assess and instruct the user on
follow-on actions. Should a component fail as a result of a defect in material or
workmanship, SmartCover will replace the component or repair it at the SmartCover
location. For all valid warranty claims, as determined by SmartCover reasonable
freight charges to and from Customer shall be paid by SmartCover. In all cases,
SmartCover shall determine the shipping method and/or carrier unless otherwise
agreed to in writing by Customer and SmartCover. Upon approval of a warranty
failure by SmartCover, SmartCover will either repair or replace the defective
component at SmartCover sole discretion.
The foregoing warranty is exclusive. Repair or replacement in the manner provided
above shall be the sole and exclusive remedy for breach of warranty and shall
constitute fulfillment of all liabilities of SmartCover with respect to the quality and
performance of the products. This warranty does not cover damage or repairs or
replacements by any cause beyond the control of SmartCover, including acts of
nature, improper use, lack of proper maintenance, vandalism, or unauthorized repair.
SmartCover shall not be liable for any actual, exemplary, indirect or consequential
damages, including damages for loss of goodwill or profits and/or losses, that stem
from a failure or malfunction of the SmartCover system.
SmartCover does not provide traffic control. Customer must provide traffic control for
installation and servicing of all units.
Sole Source Agreement 25-060SS—SmartCover Systems 11
EXHIBIT B
FEE SCHEDULE
Fees During Initial Term
Part Number Description Unit
Unit Price Extended
Price
SubSonic®System Components
• E-Box System Control with onboard computer,
modem,digital radio;fully potted and IP-68 rated.
• Distance Sensing Module(DSM)with 0"to 79"sensor
range, with 15'cable and dual sensor.
SC-Q-SB-15 • PowerPack`"-lithium thionyl chloride battery with high 15 $4,877 $73,155
power density.
• E-Square TM antenna,including antenna and installation
kit.
Mounting bracket kit-three-part amounting bracket set made
of heavy gauge, hard-anodized aluminum;includes all
mounting hardware.
ONE(1) Year, System Parts-Only Warranty
System Parts • Limited Parts-Only Warranty on all SmartCover® 15 Included Included
Warranty System TM hardware.
• See Warranty Statement for complete details-Section 6
ONE(1) Year,Extended Parts Warranty
EW-SC1 • Limited Parts-Only Warranty on all SmartCover® 15 $488 $7,320
System TM hardware.
PowerPackT"' TWO(2) Year,PowerPack Warranty
Warranty • Limited Parts-Only Warranty on the PowerPackT"" 15 Included Included
Active Site Management(ASM), Two Year. Comprehensive
support services including:
• Software subscription with unlimited number of users
accessed with secure user name and password
• Complete maintenance of all cloud based software
• Regular feature updates and upgrades including
ASM-SC2 S:artTrendT"'. 15 $835 $12,525
Hosting of data storage—unlimited data storage
• Iridium Satellite connectivity service with bi-directional
communication.
• Advisories, Maintenance Alerts and Alarms issued to
customer defined personnel via email and/or text
message
• Ongoing technical support via phone or online.
ASM-RD-2Y SmartRain®ASM,Two-Years 10 $226 $2,260
Installation Installation Completed by trained SmartCover tech. 15
Labor $500 $7,500
Tax* Not Included 1 N/A N/A
Shipping Shipping and Handling Ground shipment FOB 1 $465 $465
Escondido, CA
TOTAL All items above $103,225
*Note: The Customer is responsible for any applicable sales tax or for providing SmartCover a
tax exempt certificate. Taxes will be added as an additional line item on invoices.
Sole Source Agreement 25-060SS—SmartCover Systems 12
1 Year Renewal cost per unit after initial 2 years
Renewals Renewals total for(15)ASM,Extended parts
warranty, power pack 15 $1,239/ea $18,585
and (10)smart rain locations—1 Year
TOTAL All items above $18,585
If additional services not included in the renewal described above are required after Initial
Term, they will be provided at the rates below, and upon execution of an amendment to this
Agreement.
Ongoing Costs
After the conclusion of the 2 year term, the following fees will provide continued comprehensive services
including software support, data storage, upgrades, added features, and satellite connectivity.
These are annual charges paid prior to the start of the year.
Months
Part number covered Payment schedule Cost per year
Active Site Management(ASM) (Required) Website Access, software subscription, satellite connectivity, data analysis, data
storage, trend advisories, maintenance alerts, alarms, online S/C monitoring.
ASM-SC1 R 12 Every year $430 Each
ASM-SC2R 24 Every other year $835 Each
PowerPackTM Warranty (Optional) PARTS-ONLY, PowerPack' Warranty for each installation, offering unlimited replacements
during the Warranty term.
PW-5C1 R 12 Every year $243 Each
PW-5C2R 24 Every other year $471 Each
Systems Parts Warranty Extension(Optional)PARTS-ONLY, Warranty for each installation, covers: E-Box System Control,
Distance Sensing Module (DSM), antenna, and mounting brackets
EW-SC1R 12 Every year $488 Each
EW-SC2R 24 Every other year $945 Each
SmartCarerN Labor Warranty Extension (Optional)System troubleshooting and routine maintenance
Labor Warranty 12 Every Year $1,000 Each
SmartRain Environmental Data Service (Optional) Supplies hourly data for rainfall. Cost is per
site per year.
ASM-RD-1R Every year $117
ASM-RD-2R Every other year $226
Sole Source Agreement 25-060SS—SmartCover Systems 13
EXHIBIT C
INSURANCE REQUIREMENTS
The City of Boynton Beach
DMSION OF RISK MANAGEMENT
100 E.Ocean Avenue
Boynton Beach,Florida 33435
U (P): 561-742-6271 I (F): 561-742-6274
www.bovnton-beach.orq
'_o N
VENDOR INSURANCE REQUIREMENTS — PROCUREMENT
1. INSURANCE REQUIREMENTS:
The successful bidder/contractor/firm or individual entering a resulting contract with the City shall
provide, pay for and maintain in full force and affect at all times during the services to be performed
the applicable insurance as set forth below.(Proof that insurance meets the City's requirements must
be provided prior to providing services to the City of Boynton Beach.)
Commercial General Liability
Coverage must be afforded under a Commercial General Liability policy with limits not less than:
• $1,000,000 each occurrence
• $3,000,000 annual aggregate for Bodily Injury, Personal Injury,and Advertising Injury
• $1,000,000 per occurrence for Property Damage
• $1,000,000 each occurrence and $2,000,000 project aggregate for Products and Completed
Operations
Policy must include coverage for Contractual Liability, Independent Contractors. Business
Automobile Liability
Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily
Injury and Property Damage in an amount not less than $1,000,000 combined single limit each
accident. If the Contractor does not own vehicles, the Contractor shall maintain coverage for Hired and
Non-Owned Auto Liability,which may be satisfied by way of endorsement to the Commercial General
Liability policy or separate Business Auto Liability policy.
Professional Liabilitv/Malpractice
Coverage must be afforded under a Professional/Allied Health/Malpractice Liability policy with limits
not less than:
• $2,000,000 each occurrence
• $3,000,000 annual aggregate
Workers' Compensation and Employer's Liability
Coverage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on
behalf of the City must provide Workers' Compensation insurance of at least the statutory
requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident.
Exceptions and exemptions will be allowed by the City's Risk Management Department,if they are in
accordance with Florida Statute.
The Contractor and its insurance carrier waive all subrogation rights against the City, a political
subdivision of the State of Florida,its officials,employees,and volunteers for all losses or damages.The
City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others
or equivalent.
Sole Source Agreement 25-060SS-SmartCover Systems 14
Contractor must be in compliance with all applicable State and federal workers' compensation laws,
including the U.S. Longshore and Harbor Workers' Compensation Act or Jones Act, if applicable.
For any Contractor who has exempt status as an individual, the City requires proof of Workers'
Compensation insurance coverage for that Contractor's employees,leased employees,volunteers,and
any workers performing work in execution of this Contract.
If the Contractor has applied for a workers' compensation exemption,the City does not recognize this
exemption to extend to the employees of the Contractor. The Contractor is required to provide proof
of coverage for their employees, leased employees, volunteers and any workers performing work in
execution of this Contract.This applies to all contractors including but not limited to the construction
industry.
Contractors Pollution Liability Coverage
For sudden and gradual occurrences and in an amount not less than $1,000,000 per claim arising out
of this Contract, including but not limited to, all hazardous materials identified under the Contract.
Contractor must keep insurance in force until the third anniversary of expiration of this Contract or
the third anniversary of acceptance of work by the CITY.
Property Coverage (Builder's Risk)
Coverage must be afforded in an amount not less than 100% of the total project cost, including soft
costs,with a deductible of no more than $25,000 each claim. Coverage form shall include, but not be
limited to:
• All Risk Coverage including Flood and Windstorm with no coinsurance clause
• Guaranteed policy extension provision
• Waiver of Occupancy Clause Endorsement,which will enable the City to occupy the facility under
construction/renovation during the activity
• Storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or
incidental to the project
• Equipment Breakdown for cold testing of all mechanized,pressurized,or electrical equipment
For installation of property and/or equipment, Contractor must provide Builder's Risk Installation
insurance to include coverage for materials or equipment stored at the project site,while in transit,or
while stored at a temporary location. Coverage limit must be no less than replacement cost.
This policy shall insure the interests of the owner, contractor, and subcontractors in the property
against all risk of physical loss and damage, and name the City as a loss payee. This insurance shall
remain in effect until the work is completed and the property has been accepted by the City.
Insurance Certificate Requirements
a. The Contractor shall provide the City with valid Certificates of Insurance (binders re unacceptable)
no later than thirty(30) days prior to the start of work contemplated in this Contract.
b. The Contractor shall provide a Certificate of Insurance to the City with a thirty(30) day notice of
cancellation; ten (10) days' notice if cancellation is for nonpayment of premium.
c. In the event that the insurer is unable to accommodate the cancellation notice requirement,it shall
be the responsibility of the Contractor to provide the proper notice. Such notification will be in
writing by registered mail, return receipt requested, and addressed to the certificate holder.
d. In the event the Contract term goes beyond the expiration date of the insurance policy, the
Contractor shall provide the City with an updated Certificate of Insurance no later than ten (10)
days prior to the expiration of the insurance currently in effect. The City reserves the right to
suspend the Contract until this requirement is met.
e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If
any coverage is provided on a claims-made form,the certificate will show a retroactive date,which
should be the same date of the initial contract or prior.
f. The City shall be named as an Additional Insured on all liability policies, with the exception of
Workers' Compensation.
g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation
Sole Source Agreement 25-060SS—SmartCover Systems 15
insurance policy.
h. The Contract, Bid/Contract number, event dates, or other identifying reference must be listed on
the certificate.
The Certificate Holder should read as follows:
City of Boynton Beach Attn: Risk Management 100 E. Ocean Ave Boynton Beach,FL 33435
The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely
responsible for any costs or expenses as a result of a coverage deductible,co-insurance penalty,or self-
insured retention; including any loss not covered because of the operation of such deductible, co-
insurance penalty,self-insured retention,or coverage exclusion or limitation.Any costs for adding the
City as an Additional Insured shall be at the Contractor's expense.
If the Contractor's primary insurance policy/policies do not meet the minimum requirements, as set
forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with
this requirement.
The Contractor's insurance coverage shall be primary insurance as respects to the City, a political
subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City,its officials,employees,or volunteers shall be excess of Contractor's
insurance and shall be non-contributory.
Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for
work contemplated in this Contract shall be deemed unacceptable and shall be considered breach of
contract.
All required insurance policies must be maintained until the contract work has been accepted by the
City,and/or this Contract is terminated.Any lapse in coverage shall be considered breach of contract.
In addition, Contractor must provide confirmation of coverage renewal via an updated certificate
should any policies expire prior to the expiration of this Contract.The City reserves the right to review,
at any time,coverage forms and limits of Contractor's insurance policies.
All notices of any claim/accident(occurrences) associated with this Contract, shall be provided to the
Contractor's insurance company and the City's Risk Management office as soon as practical.
It is the Contractor's responsibility to ensure that all independent and subcontractors comply with
these insurance requirements.All coverages for independent and subcontractors shall be subject to all
of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor.
NOTE: These are minimal insurance requirements. Additional insurance, (e.g., Sexual Assault and
Molestation, etc.) may be required based upon the type of event, event location, and/or number of
participants.
Revised 04/25/2025
Sole Source Agreement 25-060SS—SmartCover Systems 16