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HomeMy WebLinkAboutC-8199-1 - Subcription Service for Web Based Water Consumption Reporting, Analytics, and Customer Engagement ToolOmniEarth 25118th Street South —Suite 650, Arlington VA 22202 Customer: Quote No. 1027b City of Newport Beach Date: 231d of June, 2016 SCOPE: OmniEarth, Inc. (OmniEarth) proposes Quote No. 1027b to offer subscription of OmmEarth's proprietary Web Based Water Consumption Reporting, Analytics, and Customer Engagement Tool to assist the City of Newport Beach to reduce overall water demand. Ouote No. 1027b Cost Proposal: LINE 0001: Year One - OmadEarth Water Management 12 -month Subscription $5.000.00 Year One costs are partially covered via execution of Attachment One: OmniEarth's Agency Application to Participate. Year One - OmniEarth Water Management 12 -month Subscription Plus Product; 12 -month subscription 12 Month Plus upgrade for Meter Data • Integration of 3 datasets (Parcels, Imagery, Water Meter Data) • Water Budget Analysis • Customer Support & Training • Inefficient User Identification • Full OE Platform & Feature Access; 50 login POINTS OF CONTACT: For any contractual questions, concerns, or notice; please contact Ali L. Khan: OmmEarth Notices POC: Ali L. Khan, Contracts Manager C:+1.703.864.9906 0:+1.888.838.6318 Ali. khan(& ,omniearth.net For any technical questions, concerns, project meeting attendance, or opportunities needed to review; please contact Allison Lechner: OmniEarth Customer Representative: Allison Lechner, Customer Project Manager C: +1.703.851.1343 O: +1.888.838.6318 Allison lechner(&,omniearth.net OmniEarth 25118th Street South- Suite 650, Arlington VA 22202 note 1027b: Terms & Conditions in addition to Attachment Two DEFINITIONS In this Order Form: "Company" means OmniEarth, Inc. "Customer" means the City of Newport Beach "Order Form" means the first six (6) pages of Quote 1027b needed to procure the services offered; "External Purposes" means any use except transmitting or using Services and data for internal Customer use, external partners, residential end users who reside within the City of Newport Beach, and for any administrative/legal proceedings. • Attachment One: OmniEarth's Agency Application to Participate must be executed and procured to hold valid the Line No. 0001 price offered • OrnmEarth Quote No. 1027b supersedes previously submitted OmmEarth Quote No. 1027 and OmniEarth Quote No. 1027a • VALIDITY PERIOD: OmniEarth Quote No. 1027b is valid for 60 days; Please contact Ali L. Khan for re -quote after Monday, the 22' of August 2016. • If there is a conflict between the documents that make up final agreement, the Terms & Conditions defined in Quote No. 1027b will take precedence. • PROJECT START DATE to be determined at time of funding award • In addition to Section 3 of Exhibit B; Disclosing Party must mark all "Proprietary Information" as Proprietary and/or Confidential. Receiving Party must destroy or return all Proprietary Information to Disclosing Party upon request if Services are terminated. • Customer must disclose external partners and any administrative/legal proceedings when Services and data are to be transmitted or used to Company. Customer must disclose to Company all external partners to whom Services and data are being used or transmitted. TERM: The Term of the Services are one year after the PROJECT START DATE. PROJECT START DATE to be determined at time of funding award. Given the nature of digital content access, no refund or credit will be given after PROJECT START DATE. LIMIT OF LIABILITY: Customer liability will be limited to total value of award. PAYMENT TERMS: NET 30 upon delivery of Line. OmmEarth will maintain all invoice and payment records for a minimum of seven (7) years after completion of agreement. DISCOUNT: OmmEarth offers a discount on multi-year subscriptions IMDEMNIFICATION: Either party's obligation to indemnify is limited to the total value of award. C OmniEarth 25118th Street South -Suite 650, Arlington VA 22202 Customer Authorization Note: Please have this Sales Quote and Subscription & License Agreement executed and return it to accounting@omniearth.net (Cheryl Perkins, OmniEarth Accounting & Contracts). The undersigned agrees to and accepts this Sales Quote and Subscription and License Agreement. ORDER FORM: Page Two of Three 1�I Signature 6LIQ c.. �. 0 ✓ Name /Je 1-0 too Civ r1c C¢.174< G Contracts/AccountiU POC Name M Title � 7 r- CS%l;r'7-}'W'tq,®ne-t-v P. r'r�v¢0.C�Cc.�u✓ Contracts/Accounting POC Phone 11 -4v Purchase Order No., if needed LAn U I 61.77 i r^ Customer Date E-mail BILLING INFORMATION -Please Complete all Fields to Ensure Prompt Processing Bill to E-mail 6LIQ c.. �. 0 ✓ Bi l l to Mail ing Address /Je 1-0 too Civ r1c C¢.174< G Contracts/AccountiU POC Name Cyn 44141,` 'IS h7rl+ear Z Contracts/Accounting POC E-mail � 7 r- CS%l;r'7-}'W'tq,®ne-t-v P. r'r�v¢0.C�Cc.�u✓ Contracts/Accounting POC Phone 4-/ci J Purchase Order No., if needed APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: WXZ tt V By: �M C. Harp, City Attorney UD OmniEarth 25118th Street South- Suite 650, Arlington VA 22202 Attachment One: OmniEarth's Azency Application to Participate C,OD OmniEarth 251 18th Street South - Suite 650, Arlington VA 22202 Retailer Name: City of Newport Beach Billing Cycle: monthly Population: Budget Based Rates (Y/N): N AMI Meter Data (Y/N): N Other: Date:03/07/2016 Total Parcels in Shapefile 25,000 Total Parcels Residential SFH Meter Data Integration 25,000 SFH Meters Total Commercial Parcels in Shapefile Com Parcels Residential SFH Meter Data 25% Electronic SFH Outreach 10% Traditional SFH Outreach Program Item Unit Cost Quantity SAWPA Costs (Grant Funded) Retailer Total Cost 1. One Time OmniEarth Setup Fee $ 1,000 1 $ 1,000 2. One Time Dropcountr Setup Fee $ 10,000 0 $ - 3. Annual Subscription OmniEarth Administration and Analytics - Budgets per parcel $ 25,000 $ - 4. OmniEarth Plus Subscription Upgrade for Meter Data $ 0.15 25,000 $ 3,750 5. Dropcountr Electronic Outreach $ 2.50 0 $ - 6. Dropcountr Traditional Outreach $ 2.50 0 $ - 7. Opt in fee (covers 1st year Grant Funded Services to the Retailer) S 5,000 9. Retail Agency Program Budget $ 5,000 9.a Retailer Opt in fee $ (5,000) SO. SAWPA Project Budget Total Is (250) Retail Agency Program Notes: SAWPA GRANT PRICING 1) OmniEarth product setup, and account configuration. 2) DropCountr product setup, and account configuration. 3) OmniEarth annual subscription for data storage, administration and analytics. Fixed cost based estimate: $0.50 per parcel based upon the Retail Agency service area parcel count. 4) Includes water meter data integration and monthly updating and inefficient user tacking. Meter data to be provided by member agencies in specified format and tied to APN. Additional charges will apply for data validation, geocoding and integration of non- standard formats or non-compliant data; at expense of participating agency. )Reference Exhibit D - File Formats) 5) Dropcountr electronic outreach can be tallied to include additional accounts as needed at the expense of participating agencies. Electronic Access/Reports- Per household costs for reports/messaging delivered via electronic or web -based Communication. 6) Print mailers per account fee for printed outreach mailed directly to customers. Outreach can be tallied to include additional accounts as needed at the expense of participating agencies. Type and content of 1 marketing and 1 outreach mailer or 1 single efficiency newsletter to be determined with individual retailers. SAWPA grant to target and fund up to 10% of agency total accounts for first year 7) Opt -in Fee for Participating Agencies. This fee must be received by OmniEarth before the Customer setup process is initiated. B) Additional costs agreed upon and at the expense of participating agencies to cover miscellaneous and/other costs associated with program to include additional services, subscriptions, outside training and support as well as time & material. 9) Total Costs to the Retail Agency 10) Total Grant costs in aggregate for the SAWPA Project Budget; not to exceed SAWPA authorized funding of $1,500,000. APPLICATION TO PARTICIPATE Please have this Application to Participate executed by an individual authorized to enter into such agreements and return it to accounting@omniearth.net (Cheryl Perkins, OmniEarth Accounting & Contracts) and rwhetsel@sawpa.org, (Rick Whetsel, SAWPA). By submitting this Application to Participate, the Participating Agency agrees to pay 100% of the Program costs, up to the maximum in Item 9, upon receipt of an invoice from OmniEarth Inc and agrees to the TERMS AND CONDITIONS OF USE (Exhibit B). The Participating Agency is responsible for working with OmniEarth to ensure it remains within the Maximum Program Budget. Participating Agency agrees to hold SAWPA harmless from any claims or actions arising from OmniEarth's performance or any allegation that materials or services provided by others that infringe or violate third party intellectual -property rights. The person signing below represents and warrants that they are authorized by the Participating Agency to bind the Participating Agency to this Application to Participate. BILLING INFORMATION - Please Complete an Fields to Ensure Your Application is Processed Promptly Bill To email AGENCY: OmniEarth, Inc SAWPA w r Contracts/Accounting Contact C yn l l tEa St 0.,m Name /I Q Z'k-Cn n,Q,,,jP0r+%e- -"C a. 0 Title a n � \ w�4,r 2so,rceI Phone Purchase Order #; if required Signature Date Date 8'1ZZ-/)t email I II L 0, l &ODWIeAq*,.N yt'I ✓1Oriv�S4w�'�r3 mo htloc rtew st'�C CCL . 9 a ✓ BILLING INFORMATION - Please Complete an Fields to Ensure Your Application is Processed Promptly Bill To email Qne �por-ibeac�.cc�- o✓ Bill To Mailing Address .wy'vvr4. 3a C rf•x o �Je loo C: V c c C-� fir' `pr. N2 w( orf QescP, e'.4-4 9dGloU-3aCc-7 Contracts/Accounting Contact C yn l l tEa St 0.,m Name Contracts/Accounting Contact Q Z'k-Cn n,Q,,,jP0r+%e- -"C a. 0 email a Contracts/Accounting Contact 74.7- 6 q41 _,3 11-7 Phone Purchase Order #; if required OmniEarth Inc. Signature Page APPLICATION TO PARTICIPATE EXHIBIT A- PARTICIPATING AGENCIES PROGRAM SCOPE OF WORK Santa Ana Water Project Authority Application to Participate in the Technology Based Information System: Web Based Water Consumption Reporting, Analytics and Customer Engagement Tool Program from September 18, 2015 THRU December 31, 2016 The Santa Ana Watershed Project Authority (SAWPA) is working with its member agencies and other water agencies to use grant funding provided by the Safe Drinking Water, Water Quality and Supply, Flood Control, Rivera nd Coastal Protection Bond Act of 2006 (Proposition 84, Chapter 2) to implement the Emergency Drought Grant Program. The Program includes a project component to assist retail water agencies and wholesalers with reducing overall water demand in response to the current drought. The Program is being implemented in the 2,850 square mile Santa Ana River Watershed, which includes approximately 80 agencies associated with water. SAWPAhasauthorized upto$1,500,000dollars in drought relief reimbursement fundstoimplement web- based water consumption, analytics and customer engagementtoolto assistwater agencies in educating customerson water consumption andto increasewaterefficiencyconsistent withthe Emergency Drought Grant Program. OmniEarth has been selected to develop and deliver water use related data analytics and digital outreach to enable increased efficiency with its subcontractor, Dropcountr. The chosen technique uses a unique combination of remote sensing data, meter data and customer engagement for a web -based toolset that will deliver personalized water consumption reports to retail water agencies and wholesalers in the SAWPA Region. The respective roles and responsibilities of SAWPA: 1. Overall Grant Program management and coordination. 2. Inform regional and local messaging content for water use reports. 3. Maintain database of Program -wide data for billing and reporting purposes. 4. Conduct Proposition 84 grant administration, reporting and disbursement. Participating Agency's Roles and Responsibilities: 1. Agreementto Program Scope of Work (ExhibitA). 2. Provide customer data to OmniEarth and/or Dropcountr including accounts, and any meter data as required. 3. Respond to program related customer service calls pertaining to the individual Participating Agency. 4. Submission of Program data to SAWPAvia online database on a regular, bi-monthly basis, or as needed to support the Proposition 84 grant administration. 5. Customize report messaging to Participating Agency's customers (at Participating Agency's discretion). 6. Cooperate with SAWPA and Omni Earth/Dropcountr in administering the Program. OmniEarthlDroocountrRoles and Responsibilities: 1. Provide agreed upon deliverables to participants. 2. Provide periodic training and outreach for participating agencies. 3. Protect from disclosure any confidential information, including confidential or private customer information, provided by SAWPA, Participating Agency, OmniEarth or Dropcountr. 4. Ensure a benefit and reporting that 3236 average acre feet of water is saved in the Program wide area by implementation of the tools by Dec. 31, 2019. This Program is eligible to receive funds as part of the SAWPA Proposition 84 grant award. The grant will reimburse OmniEarth for Setup and deliverable subscriptions costs for Participating Agencies after an opt -in fee of $5,000.00 per agency for the first year. Grant funds are limited and are available on a first come first serve basis. The actual reimbursement timeline and final amount will be dependent on SAWPA's receipt of funds from the State and receipt of the Opt-infee. OmniEarth Inc. Program Scope of Work APPLICATION TO PARTICIPATE Participating agencies maybe required to pre -pay Omni Earth ]00%ofthe maximum budget amount shown in line 9 o the table on cover page hereof depending upon the allowable reimbursement expenses and the remaining grant funds available. SAWPA and OmniEarth will determine what portion of payment will be required upon receipt of the applications and associated task orders and will notify the Participating Agencies of its determination. If a payment is required, OmniEarth will invoice individual Participating Agencies forthe appropriate amount. Participating Agencies can request additional account and service items at anytime during the Program period to be evaluated for reimbursement. Participating Agencies mayterminate participation inthe Program upon 30dayswritten noticetoSAWPA. Terminating Participating Agencies will be responsible forall costs related tothe Participating Agencies' participation in the Program up to the effective date of termination. OmniEarth Inc. Program Scope of Work EXHIBIT B TERMS AND CONDITIONS OF USE - PARTICIPATING AGENCIES i IIL9 A tW7 DI *1F ]M M11,1203 tki 1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during business hours, any uptime or downtime will exclude periods affected by such maintenance. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services to include Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by emailing support@dropcountr.com or support@omniearth.net depending on product choice. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect (the "Policy') and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. 2.5 Services and data for internal Customer use only; Customer shall not transmit or use Services and data for any external purpose. 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided OmniEarth Inc. Terms & Conditions of Use by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Parry agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information except as may be required by the California Public Records Act The Disclosing Parry agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 3.2 Customer shall own all right, title and interest in and to the Customer Data including parcel water budgets. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then -current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department S. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, (collectively, the "Term"), unless Customer requests termination at least thirty (30) days prior to the end of the then - current term. 5.21n addition to any other remedies it may have, either parry may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES 1T MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. OmniEarth Inc. Terms & Conditions of Use 2 7. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FORANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. i:11uIPIN 09W;1h1*11R If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub -licensable by Customer except with Company's prior written consent Company may transfer and assign any of its rights and obligations under this Agreement without consent This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request Obligations set forth in the SAWPA Agreement for Services, Article 4.04 shall be extended to participating agency. OmniEarth Inc. Terms & Conditions of Use APPLICATION TO PARTICIPATE EXHIBIT C SAWPA AGREEMENT FOR SERVICES wP. SANTA ANA WATERSHED PROJECT AUTHORITY AGREEMENT FOR SERVICES This Agreement is made this 21 day of September, 2015 by and between the Santa Ana Watershed Project Authority ("SAWPA") located at 11615 Sterling Ave., Riverside, CA, 92503 and OmniEarth, Inc. ("OnUdEarth") whose address is 25118th Street S, Suite 650, Arlington, VA 22202. RECITALS WHEREAS, SAWPA is a Joint Powers Authority, classified as a Special District, with five member agencies, and which undertakes projects by creating Project Committees, established by agreement between those member agencies that agree to participate in that project, where the Project Committee exercises governing authority over the project and SAWPA administers the project on behalf of the Project Committee; WHEREAS, SAWPA's five member agencies formed entered into Project Agreement 22, forming Project Agreement 22 Committee to oversee the implementation of water use efficiency programs in the SAWPA service area, and "SAWPA" in this contract refers to that Project Committee; WHEREAS, SAWPA desires to engage the professional services of OmniEarth to develop and implement aweb- based water consumption, analytics and customer engagement tool to deliver personalized water consumption reports to retail water agency customers in order to reduce water usage, and to provide outreach and training for retail agencies (the "Retail Agencies") WHEREAS, OmniEarth agrees to provide such services to the Retail Agencies pursuant to, and in accordance with, the terms and conditions of this Agreement, as specified in Exhibit A attached hereto, and has represented and warrants to SAWPA that OmniEarth possesses the necessary skills, qualifications, personnel, and equipment to provide such services; WHEREAS, the SAWPA Retail Agencies will contract with OmniEarth through this Agreement by executing Exhibit A and agreeing to be bound by OmniEarth's terms and use with respect to its software licensing as contained in and provided by Exhibit 8 attached hereto; WHEREAS, SAWPA has secured grant funding pursuant to the "Prop 84 Emergency Drought Grant Program" as administered by the Department of Water Resources of the State of California ("DWR"); and WHEREAS, the services to be performed by OmniEarth shall be specifically described in one or more written Task Orders issued by SAWPA to Omni Earth pursuant to this Agreement and on behalf of its Retail Agencies. AGREEMENT Now, therefore, in consideration of the foregoing Recitals and mutual covenants contained herein, SAWPA and OmniEardr agree to the following: ARTICLE TERM OF AGREEMENT 1.01 This Agreement shall become effective on the date first above written and shall continue until December 31, 2016 unless extended or sooner terminated as provided for herein. OmniEarth Inc SAWPA AGREEMENT FOR SERVICES 1 APPLICATION TO PARTICIPATE EXHIBIT C SAWPA AGREEMENT FOR SERVICES ARTICLE H SERVICES TO BE PRFORMED 2.01 Omni Earth agrees to provide such services as may be assigned, from time to time, in writing by SAWPA for its Retail Agencies. Each assignment shall be made in the form of a written Task Order. Each such Task Order shall include, but shall not be limited to, a description of the nature and scope of the services to be performed by Omni Earth, the amount of compensation to be paid, and the expected time of completion. 2.02 OmniEarth may at its sole cost and expense, employ such competent and qualified independent professional associates, subcontractors, and consultants as OmniEarth deems necessary to perform each assignment; provided that Omni Earth shall not subcontract any work to be performed without the prior written consent of SAWPA. ARTICLE III COMPENSATION 3.01 Inconsideration for the services to be performed by OmmEarth for SAWPA's Retail Agencies, SAWPA agrees to pay OmniEarth as provided for in each Task Order. SAWPA will not pay OmmEarth until SAWPA is reimbursed by DWR according to its Grant Agreement with DWR. SAWPA will diligently submit all required and necessary documentation to enable timely processing by DWR once OmniEarth has submitted atimely, detailed, corrected, written invoice describing, without limitation, the services performed, when such services were performed, the time spent performing such services, the hourly rate charged therefore, and the identity of individuals performing such services for the benefit of SAWPA. Such invoices shall also include a detailed itemization of expenses incurred. 3.02 OmniEarth shall not be compensated for any services rendered nor reimbursed for any expenses incurred in excess of those authorized in any Task Order unless approved in advance. ARTICLE IV OMNIEARTH'S OBLIGATIONS 4.01 Omni Earth agrees to perform all assigned services in accordance with the terms and conditions of this Agreement including those specified in each Task Order. In performing the services required by this Agreement and any related Task Order OmniEarth shall comply with all local, state and federal laws, rules and regulations. OmniEarth shall also obtain and pay for any permits required for the services it performs under this Agreement and any related Task Order. 4.02 Except as otherwise provided for in each Task Order, OmniEarth shall supply all personnel and equipment required to perform the assigned services. 4.03 OmniEarth shall be solely responsible for the health and safety of its employees, agents and subcontractors in performing the services assigned by SAWPA and/or the Retail Agencies. OmniEarth hereby covenants and agrees to: (a) Obtain a Commercial General Liability and an Automobile Liability insurance policy, including contractual coverage, with limits for bodily injury and property damage in an amount of not less than$ 1,000,000.00 per occurrence for each such policy. Such policy shall name SAWPA, its officers, employees, agents and volunteers, as an additional insured, with any right to subrogation waived as to SAWPA, its officers, employees, agents and volunteers. If Commercial General Liability Insurance or other form with an aggregate limit is used, either the general aggregate limit shall apply separately to the work assigned by SAWPA under this Agreement or the general aggregate limit shall be at least twice the required occurrence OmniEarth Inc SAWPAAGREEMENT FOR SERVICES APPLICATION TO PARTICIPATE EXHIBIT C SAWPA AGREEMENT FOR SERVICES limit. The coverage shall be at least as broad as Insurance Services Office Commercial General Liability Coverage (occurrence Form CG 00 01) and Insurance Services Office Form CA 0001 covering Automobile Liability, Code 1(any auto). The Commercial Liability Insurance shall include operations, products and completed operations, as applicable; (b) Obtain a policy of Professional Liability (errors and omissions) insurance appropriate to the OmniEarth's profession in a minimum amount of $1,000,000.00 per claim or occurrence to cover any negligent acts or omissions or willful misconduct committed by Omni Earth, its employees, agents and subcontractors in the performance of any services for SAWPA. Architects' and engineers' coverage shall include contractual liability; (c) Obtain a policy of Employer's Liability insurance in a minimum amount of $1,000,000.00 per accident for bodily injury and property damage. (d) Provide worker's compensation insurance or a California Department of Insurance -approved self- insurance program in an amount and form required by the State of California and the Employer's Liability Insurance that meets all applicable Labor Code requirements, covering all persons or entities providing services on behalf of the Omni Earth and all risks to such persons or entities; (e) OmniEarth shall require any subcontractor that OmniEarth uses for work performed for SAWPA under this Agreement or related Task Order to obtain the insurance coverages specified above. (f) OmniEarth hereby agrees to waive subrogation which any insurer of OmniEarth may seek to require from OmniEarth by virtue of the payment of any loss. OmniEarth shall obtain an endorsement that may be necessary to give effect to this waiver of subrogation. I n addition, the Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of SAWPA for all work performed by OmniEarth, and its employees, agents and subcontractors. All such insurance policy or policies shall be issued by a responsible insurance company with a minimum A. M. Best Rating of "A-" Financial Category "X", and authorized and admitted to do business in, and regulated by, the State of California. If the insurance company is not admitted in the State of California, it must be on the List of Eligible Surplus Line Insurers (LESLI), shall have a minimum AM. Best Rating of "A", Financial Category "X", and shall be domiciled in the United States, unless otherwise approved by SAWPA in writing. Each such policy of insurance shall expressly provide that it shall be primary and noncontributory with any policies carried by SAWPA and, to the extent obtainable, such coverage shall be payable notwithstanding any act of negligence of SAWPA that might otherwise result in forfeiture of coverage. Evidence of all insurance coverage shall be provided to SAWPA prior to issuance of the first Task Order. Such policies shall provide that they shall not be canceled or amended without 30 day prior written notice to SAWPA. OmniEarth acknowledges and agrees that such insurance is in addition to OmniEarth's obligation to fully indemnify and hold SAWPA free and harmless from and against any and all claims arising out of an injury or damage to property or persons caused by the negligence, recklessness, or willful misconduct of OmmEarth inperforming services assigned by SAWPA. 4.04 OmniEarth hereby covenants and agrees that SAWPA, its officers, employees, and agents shall not be liable for any claims, liabilities, penalties, fines or any damage to property, whether real or personal, nor for any personal injury or death caused by, or resulting from, or claimed to have been caused by or resulting from, any negligence, recklessness, or willful misconduct of OmniEarth. OmniEarth shall hold harmless, defend and indemnify SAWPA and its officers, employees, agents and volunteers from and against any and all liability, loss, damage, fines, penalties, expense and costs, including, without limitation, attorneys' fees and litigation expenses and costs, of every nature arising out of or related to OmniEarth's negligence, recklessness, or willful misconduct related to or arising from the performance of the work required under this Agreement OmniEarth Inc SAWPA AGREEMENT FOR SERVICES APPLICATION TO PARTICIPATE EXHIBIT C SAWPA AGREEMENT FOR SERVICES and any related Task Order or Omni Earth's failure to comply with any of its obligations contained in this Agreement and any related Task Order, except as to such loss or damage which was caused by the active negligence or willful misconduct of SAWPA. 4.05 In the event that SAWPA requests that specific employees or agents of OmniEarth supervise or otherwise perform the services specified in each Task Order, OmniEarth shall ensure that such individual(s) shall be appointed and assigned the responsibility of performing the services. ARTICLE V SAWPAOBLIGATIONS 5.01 SAWPA shall submit all invoices for costs incurred and supporting documentation to DWR for reimbursement via any mandated tracking or payment system. Upon receipt of reimbursement for such services pursuant to this Agreement, SAWPA shall diligently remit such payments directly to Omni Earth. 5.02 SAWPA shall use its best efforts to prepare and process the reimbursements in a timely manner and request any additional or required documentation from OmniEarth. 5.03 SAWPA shall require Retail Agencies who are availing themselves of OmniEarth's services under this contract to execute Exhibit A hereto and Exhibit 8 hereto thereby agreeing to be bound by OmniEarth's and any of its subcontractors' terms and use with respect to its software license. 5.04 SAWPA shall provide to OmmEarth, as soon as it is available, aerial imagery and orthophotography of the Santa Ana River watershed and portions of the Upper Santa Margarita watershed that cover, RCWD, EMWD and WMWD service areas that is being produced for SAWPA under one or more separate contracts related to the Prop 84 Emergency Drought Round Grant Program. ARTICLE VI ADDITIONAL SERVICES, CHANGES AND DELETIONS 6.01 During the term of this Agreement, SAWPA may, from time to time and without affecting the validity of this Agreement or any Task Order issued pursuant thereto, order changes, deletions, and additional services by the issuance of written Change Orders authorized and approved by SAWPA. 6.02 In the event Omni Earth performs additional or different services than those described in any Task Order or authorized Change Order without the prior written approval of the Commission of SAWPA, OmniEarth shall not be compensated or reimbursed for such services. 6.03 OmniEarth shall promptly advise SAWPA as soon as reasonably practicable upon gaining knowledge of a condition, event, or accumulation of events, which may affect the scope and/or cost of services to be provided pursuant to this Agreement. All proposed changes, modifications, deletions, and/or requests for additional services shall be reduced to writing for review and approval or rejection by the Commission of SAWPA. 6.04 In the event that SAWPA orders services deleted or reduced, compensation shall be deleted or reduced by a comparable amount as determined by SAWPA and Consultant shall only be compensated for services actually performed. In the event additional services are properly authorized, payment for the same shall be made as provided in Article III above. OmniEarth Inc SAWPA AGREEMENT FOR SERVICES 4 APPLICATION TO PARTICIPATE EXHIBIT C SAWPA AGREEMENT FOR SERVICES ARTICLE Vii TERMINATION OF AGREEMENT 7.01 In the event the time specified for completion of an assigned task in a Task Order exceeds the term of this Agreement, the term of this Agreement shall automatically be extended for such additional time as is necessary to complete the Task Order and thereupon this Agreement shall automatically terminate without further notice. 7.02 Notwithstanding any other provision of this Agreement, SAWPA may, at its sole discretion, terminate this Agreement at anytime by giving a forty-five (45) day written notice to Omni Earth, whether or not a Task Order has been issued to OmniEarth. 7.03 In the event of termination, the payment of monies due Omni Earth for work performed prior to the effective date of such termination shall be paid after receipt of an invoice as provided in this Agreement. ARTICLE VIII CONSULTANTSTATUS 8.01 OmniEarth shall perform the services assigned by SAWPA in OmniEarth's own way as an independent contractor, in pursuit of Omni Earth's independent calling and not as an employee of SAWPA. OmniEarth shall be under the control of SAWPA only as to the result to be accomplished and the personnel assigned to perform services. However, OmniEarth shall regularly confer with SAWPA's liaison, General Manager, and Project Agreement 22 Committee as provided for in this Agreement. 8.02 OmniEarth hereby specifically represents and warrants to SAWPA that the services to be rendered pursuant to this Agreement shall be performed in accordance with the standards customarily applicable to an experienced and competent professional consulting organization rendering the same or similar services. Furthermore, Omni Earth represents and warrants that the individual signing this Agreement on behalf of OmniEarth has the full authority to bind OmniEarth to this Agreement. ARTICLE IX AUDIT AND OWNERSHIP OF DOCUMENTS 9.01 Exhibit B attached hereto contains the terms and use of any Omni Earth or subcontractor software. All draft and final reports, plans, drawings, specifications, data, notes, and all other documents of any kind or nature prepared or developed by Consultant in connection with the performance of services assigned to it by SAWPA, except as limited by Section 3 of Exhibit B, are the sole property of SAWPA and OmniEarth shall promptly deliver all such materials to SAWPA upon request. OmniEarth may retain copies of the original documents, at its option and expense. Use of such documents by SAWPA for project(s) not the subject of this Agreement shall be at SAWPA's sole risk without legal liability or exposure to OmniEarth or any of its subcontractors. 9.02 Omni Earth shall retain and maintain, for a period not less than four years following termination of this Agreement, all time records, accounting records, and vouchers and all other records with respect to all matters concerning services performed, compensation paid and expenses reimbursed. At any time during normal business hours and as often as SAWPA may deem necessary, OmniEarth shall make available to SAWPA's agents for examination of all such records and will permit SAWPA's agents to audit, examine and reproduce such records. ARTICLE X MISCELLANEOUS PROVISIONS 10.01 This Agreement supersedes all previous agreements, either oral or written, between the parties hereto with respect to the rendering of services by OmmEarth for SAWPA and contains all of the covenants and agreements OnnniEarth Inc SAWPA AGREEMENT FOR SERVICES APPLICATION TO PARTICIPATE EXHIBIT C SAWPAAGREEMENT FOR SERVICES between the parties with respect to the rendering of such services in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing signed by both parties. 10.02 OmniEarth shall not assign or otherwise transfer any rights or interest in this Agreement without the prior written consent of SAWPA. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 10.03 OmniEarth shall comply with all local, state and federal laws, rules and regulations including those regarding nondiscrimination and the payment of prevailing wages. 10.04 Any dispute which may arise by and between SAWPA and the OmniEarth, including its employees, agents and subcontractors, shall be submitted to binding arbitration. Arbitration shall be conducted by a neutral, impartial arbitration service that the parties mutually agree upon, in accordance with its rules and procedures. The arbitrator must decide each and every dispute in accordance with the laws of the State of California, and all other applicable laws. Unless the parties stipulate to the contrary prior to the appointment of the arbitrator, all disputes shall first be submitted to non-binding mediation conducted by a neutral, impartial mediation service that the parties mutually agree upon, in accordance with its rules and procedures. 10.05 During the performance of the Agreement, OmniEarth and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status and denial of family care leave. OmniEarth and its subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. OmniEarth and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12290 et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 et seq., set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Omni Earth and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. Omni Earth shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. Omn!Earth Inc SAWPA AGREEMENT FOR SERVICES EXHIBIT C SAWPA AGREEMENT FOR SERVICES Agreement for Services SAWPA & OmniEarth, Inc. September 2015 IN WITNESS WHEREOF, the parties hereby have made and executed this Agreement as of the first day and year above -written. SANTA ANA WATERSHED P ECT AUTHORITY i By: Celwe ntu, Gen ai Manager OMNIEARTH, INC. 0 Jonathan T. Fentzke, COO (Print/Type Name &Title) OmniEarth Inc SAWPA AGREEMENT FOR SERVICES APPLICATION TO PARTICIPATE Exhibit D File Formats for OmniEarth and Dropcountr This document outlines the preferred file formats for the OmniEarth and Dropcountr platforms. Attire initiation of the project, OmniEarth requires a bulk download of the following tables. OmniEarth will then work with your IT team to automate the transfer of the meter reading data into OmniEarth's secure database. Accounts Preferred format: CSV or pipe -delimited Example File: accounts.csv Attribute Description Billing Name Name of the account holder Account Number Account number associated with the meter/service address. Typically, this number does not change when the account holder changes. This number may also be combined with the customer number. Customer Number Optional. Customer number of each customer Billing Address Billing address for the account number Service Address Address associated with the meter location Service Latitude* Latitude associated with the meter location Service Longitude* Longitude associated with the meter location Service Type Optional. Type of meter, such as domestic or irrigation. OmniEarth analyzes domestic and irrigation meters on residential properties. If the service type is not provided, all meters will be analyzed as residential APN* Assessors Parcel Number associated with the meter location. Email Email associated with the account holder. This value is used for customer outreach through the Dropcountr application. This information is also captured for new users by the Dropcountr mobile application. OmniEarth Inc. File Formats APPLICATION TO PARTICIPATE Meter Readings Preferred format: CSV or pipe -delimited Example File: meter_reads.csv Attribute Description Account Number Account number associated with the meter/service address. This number may also include the customer number. Customer Number Optional. Customer number of each customer Meter Read Date Date the meter was read Usage Water usage, in CCF or Gallons Leak Flag This attribute notes the presence of a detected leak by the meter or technician. This attribute is common with AMI meters, but is not common with AMR meters. *If your account or meter data is not geospatially located, OmniEarth can provide these services for an additional services fee. OmniEarth Inc. File Formats APPLICATION TO PARTICIPATE Exhibit E - Deliverables OmniEarth WRM Retailer Prop 84 Grant Applications OmniEarth WRM Retailer Core Application The "Core" application provides retail water agencies with a parcel -level water budget that takes into account the land cover of the individual parcel and the evapotranspiration (ETo) rates for each month. This application focuses on residential parcels. The "Core" application includes: • 12 month subscription to the OmniEarth Water Resource Management Application • Application branding with the agency logo • 3 Dashboards o Water budget by parcel o Summary: agency water budget o Summary: land cover • Datasets o Irrigable area by parcel (sq. feet) o Land cover summary (sq. feet) o Indoor and outdoor water budget for every residential parcel in the area of interest o Parcel boundaries with APNs, land use codes, and annual water budget summaries o Agency summary (water budget), shown by land use type and date • Logins for 30 users • Data Update Frequency: Monthly OmniEarth WRM Retailer Plus Application The "Plus" application includes a parcel -level water budget, and allows retail water agencies to compare the water budget with the actual per -parcel water usage. The Plus application provides the ability to integrate data with Dropcountr Clear platform and digital outreach. For California customers, the "Plus" application also offers the option to compare the current billing cycle's water use to the baseline 2013 water use, ensuring compliance with the Governor's Executive Order issues on April 1, 2015. The "Plus" application includes: • 12 month subscription to the OmniEarth Water Resource Management Application • Application branding with the agency logo • 4 Dashboards o Water use by parcel o Water budget by parcel o Summary: agency water use o Summary: land cover • Datasets o Irrigable area (sq. feet) by parcel o Land cover summary (sq. feet) o Indoor and outdoor water budget for every residential parcel in the area of interest' o Integrated water use data by parcel o Water savings by parcel (the delta between the water budget and water use) t The indoor budget includes the enhanced indoor water budget calculated using the values from the Dropcountr application, where applicable. OmniEarth Inc. Retailer Prop 84 Grant Deliverables 1 APPLICATION TO PARTICIPATE o Parcel boundaries with APNs, land use codes, and annual water budget summaries o "Inefficient User" layer, highlighting inefficient residential parcels on the map for further review o Agency summary (water budget and water use), shown by land use type and date • Logins for 10 users • Data Update Frequency: Tied to the billing cycle OmniEarth Inc. Retailer Prop 84 Grant Deliverables T!/I 4 d T `o ¢E^ AUG2 t �U16 3 ,E��axiu PROJECT ][� -9 M. N T O N N N O m 4 E m' 5 s .- o - 0 o O y > 010 j� C �.2m' 3 U U O p @ ap N c O U V ORIGIN IO:WASA (703)8649906 ALI L KHAN SHIP DATE: 16AUG16 ACTWGT: 1 00 LB V c o v E E �i @ OMNIEARTH INC. 251 18TH SHEET SOUTH CAD: 1068865341INET3790 d'� LL T o E n d SURE 650 10 L" O U ED USS BILL SENDER Gl U UN1 SOTAYES @ c 5 a c TO RICKWHETSEL SAWPA=9� E 11615 STERLING AVENUE C = 1 V @ M._ ry c S N O N'09 O1N RIVERSIDE CA 92503 a E-= i s (951)3544222 REF. 1027BNJ o a o d @ PO DE-'T I U @ y o % y N ¢ IIIIIIIIIIIIIIIIIIIIIIIIIIIII1111111111111111111Hill IN111111111111lilIIIIL C �� ��j Z- U) .E m C LL I • ♦MILK® y N .Q N N ,x i E„_s o E o.9 4 LL o m �Epp� m d ¢ c m s p { @ UO L r N 0 0 0 THU -18 AUG 4:30P 2DAY 7770 0311 9743 T ' a 0201 o E m yc 92503 o M 9 SH ONTA ONT =mp N @Z-T8 no�3 EEy@,�u'� m AvLL rnpd ' 5m i m'cc @ N rn guiy EE« I @@@ dL O N j U N O Ts .. ca c 2>> s E E m y tpj a E m d= o E w ( E = .. .2 3 E o o? E ma Cd ¢@ N@UT)tFiOLE { O)'9 L y E N c c C) N J U N d O E E_@ V Ef6 N O L G D LL d O N @ @ p.r c6 4 Q.-Nfh S T7 ¢Uw9 �i OmniEarth 25118th Street South —Suite 650. Arlington VA 22202 16" of August 2016 RECEIVED AUG 2 2 2016 Rick Whetsel SANTA ANAwATERSHEt) Senior Watershed Manager PROJECT AIJTHO1 M Santa Ana Watershed Project Authority (SAWPA) 11615 Sterling Avenue Riverside, CA 92503 Dear Mr. Whetsel, RE: Quote 1027a & SAWPA Application to Participate Enclosed are two (2) original hardcopies of OmniEarth Quote No 10276 with SAWPA Application to Participate on behalf of the City of Newport Beach; please execute both original documents and send back to my attention. Please do not hesitate to contact me directly with any questions or concerns at al i.khan aomniearth.net or+1.703.864.9906, Thank You. erely, li L. han ontracts Manager