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
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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
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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
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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