Attachment B
Consultant/Professional Services Provider
Agreement
1 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
VICTORVILLE WATER DISTRICT
AND
UTILIS INC. DBA ASTERRA
FOR
LEAK DETECTION ANALYSIS,
PROJECT ESC25-070
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this _____ day of ______________, 2024, for reference purpose only, is made and entered into by and between the VICTORVILLE WATER DISTRICT, a County water district and subsidiary district of the City of Victorville, organized and existing in the County of San Bernardino under and by virtue of the laws of the State of California, hereinafter referred to as the “District”, and Utilis Inc. dba Asterra, a Delaware corporation , hereinafter referred to as “Consultant .” District and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:
W
HEREAS, the District requires Consultant/Professional Service for Leak Detection Analysis; and
W
HEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and W
HEREAS, in light of the facts set forth above, the District desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Leak Detection Analysis; and
NO
W THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The
Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
Section 2. SCOPE OF SERVICES
C
onsultant shall provide to the District those services set forth in the Scope of Services attached hereto as Exhibit “A”, and incorporated as part of this Agreement by this reference. 2 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
Section 3. COMPENSATION
The District shall pay to Consultant a sum not to exceed One Hundred Sixty- sixty Thousand Six Hundred Fifteen and 00/100 Dollars ($166,615.00) for faithful performance of the services to be rendered under this Agreement, subject to the Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhib it “B”, below; (ii) appear on Consultant ’s monthly invoices to District ; (iii) are supported by the appropriate receipts and other such documentation as the District shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any District policy governing same.
Section 4. CONSULTANT’S PROPOSAL
The District shall pay Consultant as provided in the Consultant’s Proposal , attached hereto as Exhibit “B”, and incorporated as part of this Agreement by this reference. The provisions of Exhibit “B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the District detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the District approximately thirty (30) working days following receipt of Consultant ’s invoice.
Section 5. RESERVED
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of Twelve (12) Months commencing on the date of full execution of Agreement (the “Commencement Date”) and expiring on Twelve Months from the Commencement Date (the “Termination Date”) (the “Term”) , unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
This Agreement may be extended for Four (4) additional one-year periods (hereinafter “Option Periods”), at the option of the District, subject to satisfactory performance as determined by the District. District shall give Service Provider sixty (60) days advance written notice prior to the expiration of the initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should the District decide to exercise its option(s) to extend. In the event District does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then -current Term or Option Period without further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 below. Should the District fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, the District may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.
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Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint ventures, or partner of the District. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the District and Consultant or any employee or agent of Consultant . Both Parties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The District is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the District.
(3) The services described in this Agreement can be performed without the use of District equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the District must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The District will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the District.
b. The District represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.
(2) The District will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the District on a continuing basis after termination of this Agreement.
(4) It is th e sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. 4 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
(5) Consultant is not required to devote full time to the business operations of the District in order to perform the services set forth in this Agreement.
(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on District -owned property.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Consultant’s Proposal set forth in Exhibit B and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE DISTRICT
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the District or Consultant or by any third person to create the relationship of principal and agent.
b. Consultant shall have no authority, express or implied, to act on behalf of the District in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the District to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the I nitial Term ( and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Doug Mathews, Director of Public Works and Water, or his designee.
b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
5 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the District , Consultant shall immediately inform the District of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Doug Mathews, Director of Public Works and Water, or his designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the District determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the District Secretary’s Office pursuant to the written instructions provided by the District Secretary.
Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the District.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. C OMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial G eneral Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
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Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement ( and during the Option Period, if applicable), W orkers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the District.
Section 17. PROFESSIONAL LIABILITY INSURANCE
Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of One Million Dollars ($1,000,000) per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability, shall be endorsed to name the District, the City of Victorville, their officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the District Legal Counsel, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies, with exception to Professional Liability, to waive all rights of subrogation against the District, the City of Victorville, and their officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement.
b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the District shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non -payment, ten (10) days advance written notice shall be given.
7 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the District of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the District, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the District, its officers, officials, employees, or volunteers shall be excess of the Consultant ’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the District shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the District, its officers, employees, representatives, and agents (the “District Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the District (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the District Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed 8 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the District Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the District Indemnitees.
c. The District does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the District, or the deposit with the District, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by Doug Mathews, Director of Public Works and Water , or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the District concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Doug Mathews, Director of Public Works and Water, or his designee, to evaluate the cost and the performance of such services.
b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. Doug Mathews, Director of Public Works and Water, or h is designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Doug Mathews, 9 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
Director of Public Works and Water, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the District or prepared by Consultant for the District shall be kept strictly confidential unless otherwise provided by applicable law. All District data, documents and information shall be returned to the District upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of to Doug Mathews, Director of Public Works and Water, or his designee, or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the District , except with the prior written approval of Doug Mathews, Director of Public Works and Water, or his designee, or as required by applicable law.
d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the District and shall be surrendered to the District upon the completion of Consultant’s services or when requested by Doug Mathews, Director of Public Works and Water, or his designee. Such materials may be used, reused or otherwise disposed of by the District without the permission of Consultant.
e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Gadi Kovarsky, General Manager, or his designee, is designated as the principal representative of Consultant for purposes of communicating with the District on any matter associated with the performance of the services set forth in this Agreement.
b. Doug Mathews, Director of Public Works and Water, or his designee, shall be the principal representative of the District for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES
a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the Initial Term, the District may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the 10 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
District to be necessary for the proper completion of Leak Detection Analysis but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the District and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement.
c. No agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit “B” are attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “B” the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “B” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the District: Doug Mathews, Director of Public Works and Water Victorville Water District
City of Victorville
14343 Civic Drive
Victorville, CA 92392
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To Consultant: Gadi Kovarsky, General Manager, Water Division Utilis Inc. dba Asterra
41800 La Jolla Village Dr., Suite 530
La Jolla, CA 92037
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF DISTRICT OFFICERS AND
EMPLOYEES
No officer or employee of the District shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the District or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. W AIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the District shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the District, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
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Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or reme dy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
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d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the District, until signed by the authorized representative(s) of Consultant , approved by the District ’s Risk Manager, and executed by the authorized District personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the P arties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement.
(END OF THIS PAGE)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
VICTORVILLE WATER DISTRICT UTILIS INC. DBA ASTERRA
By: ______________________________ By: __________________________ Elizabeth Becerra, Gadi Kovarsky,
District Chairman General Manager,
Water Division
Dated: ___________________________ Dated: _______________________
ATTEST
By: ______________________________
Jennifer Thompson,
District Secretary
Dated: ___________________________
By: ______________________________
Sandra Bostick,
District Risk Manager
Dated: ___________________________
Approved as to Standard Form:
By:
Andre de Bortnowsky,
District Legal Counsel
Dated: ___________________________
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EXHIBIT A
SCOPE OF SERVICES
See Attachment
ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 1 ASTERRA Statement of Work
&
Software Terms of Use
Provided to:
City of Victorville, CA
September 23, 2024
Table of Content
Statement of Work (SOW)…………………………………………. Page 2
Table of Fees………………………………………………………………. Page 5
Acceptance of Terms…………………………………………………… Page 6
Terms of Use……………………………..………………………………. Page 7
Annex A – Area of interest……………………………………..…. Page 15
Annex B – CSM services list and SLA………….………………. Page 16 EXHIBIT A, PROJECT ESC25-070
1/
ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 2 Statement of Work (SOW)
This Statement of Work (“ SOW”) is provided in connection with the Terms of Use governing the use of ASTERRA’s Services and Platform.
Capitalized terms not defined herein shall have the respective meanings as set forth in the Terms of Use.
A. ROLES, RESPONSIBILITIES AND SERVICES – ASTERRA
1. GENERAL
ASTERRA offers its Clients, a patented technology operated by Utilis Inc. for pipe replacement modeling, and leak detection in urban and rural water networks, using L-band synthetic aperture radar (SAR) mounted on a satellite. The technology is based on a proprietary algorithm that detects soil moisture through the analysis of SAR data.
2. ASTERRA’S PRODUCTS OVERVIEW
ASTERRA will provide Client with the following Products available through the Platform:
“Recover”, “MasterPlan” (the “Products”), and their related Service Tiers: “Detect”, “Prevent” or “Advise” (the “Service Tiers”).
2.1 Recover - Satellite-Based Leak Detection and Analysis ASTERRA Recover provides customers with leak detection monitoring for drinking and wastewater systems utilizing Synthetic Aperture Radar (SAR) signals from satellites to illuminate the area of interest and collect the resulting reflected signals. These signals ar e analyzed with the ASTERRA patented algorithm and processed to identify specific indicators of wet soil saturated with potable or wastewater, screening out the signal noise and other interference. The result is a map showing likely leak locations, or Poin ts of Interest (POI).
These results typically encompass 5 – 10 % of the entire system length, so that the clients time and resource cost to inspect is much lower than traditional inspection methods. Recover is available as a subscription with various levels of service to match client’s needs.
2.2 MasterPlan – Pipeline Monitoring and Deficiency Assessment Similar to Recover, ASTERRA MasterPlan utilizes Synthetic Aperture Radar (SAR) signals from satellites to illuminate the area of interest and collect the resulting reflected signals over time.
These signals are analyzed with the ASTERRA patented algorithm and processed to identify the condition of underground water infrastructure, with pipes scored on a 1 – 5 scale, from a low level of deficiency observed to high levels of deficiency. The algorithm scores pipe segments exhibiting non-surfacing leaks and analyzes leak clusters over time contributing to the development of long -term maintenance and pipe replacement plans. MasterPlan is compatible with all GIS-based asset planning model tools and easily integrates with attribute EXHIBIT A, PROJECT ESC25-070
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data such as pipe age, material, and work orders from surfacing leaks. MasterPlan is available in the Advise level subscription or as an additional service to Clients in the Prevent tier.
B. ROLES, RESPONSIBILITIES – CLIENT
1. GENERAL
Client is responsible for providing baseline system data, work order history and in some cases, an acoustic field verification team to inspect points of interests (POI) identified by ASTERRA. Client shall identify a primary contact person for technical, administrative, and field inspection coordination.
2. CLIENT RESPONISBILITES:
Client shall provide ASTERRA with the following materials (“Materials”):
2.1 Area of interest (AOI): the Client will provide ASTERRA with an area of interest (AOI). Unless agreed otherwise by the parties, the AOI is a designated geographical area to be surveyed using ASTERRA technology. AOI is required for all Products. AOI is attached as Annex A hereto and as agreed upon number of linear miles or area defined in Section E herein.
2.2 Recover Product/MasterPlan Pipe System Information: prior to image acquisition, the Client shall provide ASTERRA with a detailed and accurate GIS pipe system layer in the form of a shapefile or KML/KMZ. ASTERRA will use this layer to identify POI locations. The GIS layer should include pipe material, pipe age, pressure zone, and diameter, length of pipeline, trunk, main and service to be analyzed, and major appurtenances including hydrants, valves, and any other detailed information available.
2.3 Recover/MasterPlan Leak Detection History (Work Orders) : The Client shall provide ASTERRA with a detailed and accurate history of leak findings and repairs through the “Go - Live Date”.
2.4 Recover/MasterPlan Leak Detection Performance Metrics: The Client shall provide ASTERRA with relevant and available performance metric data related to previous Client -utilized leak detection methodologies, field investigation process, timing, methods, and data delivery timing information , customer cost of water and cost of energy per CSM interview. This information will be used to calculate performance metrics of the service.
C. WORK PROCESS TIMELINE
1. Upon receipt of Client’s Materials, ASTERRA shall initiate the satellite imagery acquisition and analysis. Once the analysis is completed, ASTERRA will inform Client of the “Go -Live-Date” and access to Product will be granted to Client. “Go -Live-Date” notice will be furnished by ASTERRA upon 7 -14 business days after the scheduled image acquisition date. Image EXHIBIT A, PROJECT ESC25-070
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 4 acquisition dates may be changed by a third party (satellite operator) or due to technical constraints. ”Go -Live-Date” may be affected due to poor image quality according to ASTERRA’s quality assurance standards.
2. Unless otherwise agreed upon by both parties, ASTERRA will provide Services only in the AOI overlapping with the Client’s provided GIS pipe system layer.
3. Recover leak field inspection work can begin after the leakage report has been delivered to the Client customer portal and ASTERRA has provided training, guidance, and interpretation of the leakage data.
4. Unless otherwise agreed upon by the parties, field work with an ASTERRA field engineer will be conducted only within the borders of the AOI and at sites where access is provided by the client.
5. Delays in the provision of Materials may result in delays and/or additional cost in performing the Services. Where required, Client shall furnish access to Client’s premises, and appropriate worksite, as necessary for performance of those portions of the Services to be performed at Client’s premises.
6 Solely to the extent that ASTERRA provides Client pursuant to the applicable SOW with field work (by its own personnel or by its subcontractors), ASTERRA agrees to defend and indemnify Client and its respective directors, officers, employees, consultants, successors and assigns (collectively “Client Indemnitee”) from and against any claim by a third party brought against Client Indemnitee, relating to any negligence or willful misconduct of ASTERRA or its subcontractors in providing such field work, except if the claim results from the instructions of Client or a Client Indemnitee.
D. ACCESS TO PLATFORM AND PRODUCTS
1. Provision of the Platform: portal environment, applicable licenses, including U-Collect and U- View licenses, analytics, reports and data that can be used in Client’s GIS systems.
2. Access to the Platform shall only be granted upon ASTERRA’s “Go -Live” notice to the Client and shall expire on the Service termination date.
3. Upon expiration or termination of the Agreement for any reason, Client will not be able to access the Services and/or, the data stored within the Platform, the Platform, related software and mobile applications, ASTERRA’s support and any other software or data related to the Service. Any and all data not exported by Client to Client’s own storage, shall no longer be available to Client following Service’s termination. An exception will be made for Clients who renew their subscription within 12 months of termination of their previous subscription.
4. The provision of ongoing technical and support services by ASTERRA are in accordance with the Service Level Agreement (“SLA”).
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 5 E. FEES & PAYMENT TERMS
1. Annual subscription fee per Package and Service Tier requested by Client (exclusive of Taxes) (“Annual Fee”) and A dditional Services as required by Client (“Support Service Fee”) as provided in the table below.
2. Package Name: Prevent, Subscription Duration: 12 Months
3. Potable Water lines surveyed: 775 Miles
4. Table of fees:
ASTERRA Package: Prevent QTY Price
Annual Subscription Package 1 86,615
Additional Services
Subcontracted BOTG Technician (5 Days minimum) 40 days $80,000 TOTAL $166,615
5. Payments by Client shall be made as follows:
a. Annual Subscription Fee and any additional services shall be invoiced by ASTERRA on the Go-Live-Date.
b. Subcontracted Acoustic Leak Detection (BOTG) will be invoiced 14 days prior to the commencement of the field investigation.
6. Payment is due 30 days from the invoice date.
7. Requests for analysis outside the agreed upon AOI provided by the Client in Annex A may result in additional fees.
8. CSM SERVICES LIST & Service Level Agreement (SLA) is attached hereto as Annex B EXHIBIT A, PROJECT ESC25-070
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ACCEPTANCE OF TERMS
By executing this SOW, you confirm your approval of the SOW on behalf of Client listed below, to be contractually bound by:
1. This SOW; and
2. The Terms of Use and Service Level Agreement incorporated by reference into this SOW.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Utilis Inc., dba., ASTERRA City of Victorville, CA
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
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TERMS OF USE
These Terms of Use (the “Terms”) is made and entered into as this ____ day of ________ 2024 (“Effective Date”), by and between Utilis Inc., dba., ASTERRA (the “Company”, “ASTERRA”) a private company having its registered offices at 4180 La Jolla Village Dr. , Suite 530 , La Jolla, CA 92037, and City of Victorville, CA (“Client(s)”, “you”) a corporation organized and existing under the laws of California with a principle place of business and mailing address at 14343 Civic Drive PO Box 5001 Victorville, CA 92393-5001 Terms of use govern the provision of the services that provide information for leak detection analysis, pipeline monitoring and deficiency assessment, using remote sensing technology (the “ Service(s)”) operated by Utilis Israel Ltd., Utilis, Inc., Utilis SAR Ltd or Utilis Japan. , all trading and doing business as ASTERRA (“ASTERRA”). Each of Client and ASTERRA will be referred to as a "party" and together the "parties".
1. Definitions and Interpretation
1.1. Capitalized terms not defined herein have
the meanings given in the Statement of Work
(the “SOW”) or the Service Level Agreement (the
“SLA”), which are hereby incorporated into, and
form part of, these Terms (together the
“Agreement”), unless specifically excluded.
1.2. If there is a conflict between any provision
of these Terms , the SOW, the SLA or any other
agreement related to the Services , these Terms
and the Agreement shall prevail , unless
specifically expressed otherwise.
2. License Grant
2.1 Subject to the Terms, Client requests and
ASTERRA grants, a nonexclusive, non -
transferable, non-sublicensable, limited access
license, to use the portal environment, applicable
licenses, analytics, reports and data that can be
used in client’s GIS systems (the “ Platform”)
during the Term, solely in accordance with the
Terms herein, for Client’s internal business
purposes only.
2.2 Services, additional services, and/or licenses
shall be issued in separate SOWs, in the form
attached hereto as Statement of Work, signed by
both parties, numbered sequentially (SOW1,
SOW2, etc.), all attached to and governed by
these Terms.
3. ASTERRA Limited Warranties
ASTERRA warrants and undertakes that:
3.1. it will provide the Services using the degree
of skill, care, and diligence which would
reasonably and ordinarily be expected from a
skilled and experienced provider of the Services
(or of services materially similar to the Services);
3.2. each member o r individual involved in the
provision of the Services shall be suitably
qualified, adequately trained and competent to
provide the relevant part of the Services in
respect of which they are engaged.
3.3. the Services, when used in the manner
envisaged by this Agreement, do not, to the best
of ASTERRA’s knowledge, infringe the intellectual
property rights of any third party.
3.5. ASTERRA shall not be liable for any material
delay or failure to provide the Services to the
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 8 extent that such material delay or failure is
caused by Client’s failure to comply with the
Agreement, including but not limited to, the
following obligations:
a. provision of data as agreed between the
Parties and set out in the SOW – to be made
ready on or before any agreed date of provision.
b. failure by Client to make available personnel ,
Information, or to provide site physical access, as
reasonably required for the performance of the
Services.
c. a failure by Client to make available adequate
infrastructure to install, activate and use of the
Service (such as: Client’s systems and devices) to
support the provision of the Services.
3.6 The Services hereunder are provided on an
"AS IS" basis. Except for the above express
warranty, ASTERRA makes no other warranties,
express or implied, relating to the Services.
ASTERRA does not represent or warrant that the
Services shall be uninterrupted or error -free.
ASTERRA disclaims and excludes any implied
warranties of non-infringement, merchantability
and/or fitness for a particular purpose.
4. Payment Terms
4.1 In consideration of the Service, Client will
pay all invoices issued under this Agreement in
accordance with stated payment terms on the
relevant SOW. Any invoice that has not been paid
within such period of time shall bear interest at
the rate of 1% per month or any part of a month.
Client is responsible for any applicable tax, duty,
or tariff (except with respect to ASTERRA’s
income), and all reasonable costs of shipment.
4.2 All Customer’s payment obligations to
ASTERRA are non -cancelable and paid fees are
non-refundable. Client is responsible for paying
all fees applicable to its subscription to the
Service, whether or not it actively used, accessed
or otherwise benefited from the Service. Unless
stated differently in the SOW, fees are exclusive
of any sales tax, VAT, withholding tax or other
governmental charges or transaction charges.
Where applicable, ASTERRA will provide the
Client its tax certificates and Client shall withhold
taxes from payments due as per such certificates.
5. Technical Support
5.1. During the Term, ASTERRA, either directly or
with the assistance of third parties, will provide
Client technical support for technical issues
regarding the Services, in accordance with the
SLA terms. For the purpose of the provision of
technical support for the Client’s technical
questions, problems and inquiries, Client will
cooperate, and work closely with ASTERRA, to
reproduce malfunctions, including conducting
diagnostic or troubleshooting activities, as
ASTERRA reasonably requests.
ASTERRA may suspend the Services for planned
maintenance work (“ Planned Maintenance ”) or
for rectifying critical outages (“ Unplanned
Maintenance”). In relation to Planned
Maintenance, ASTERRA shall provide Client at
least 14 calendar days’ prior notice stating the
scope, time, and duration of the Planned
Maintenance. In relation to Unplanned
Maintenance, ASTERRA shall endeavor to
provide Client with such advance notice as is
reasonably practicable in the circumstances.
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6. Privacy
As part of the Services, you may be granted a
certain number of U-Collect, U-View and
ASTERRA’s Dashboard Licenses. The applicable
terms of use and privacy policy are detailed in
https://ASTERRA.io/privacy-policy-portal-
application/
7. Confidentiality
Each party (“ Recipient”) agrees to: (a) keep all
Confidential Information (as defined below)
confidential; (b) not without the other party’s
(“Discloser”) prior written consent to disclose
any Confidential Information to any other person
save those of its personnel who have a need to
know the same in connection with this
Agreement and its performance of this
Agreement; (c) to use the Confidential
Information solely in connection with this
Agreement and the performance of its
obligations hereunder and not ot herwise for its
own benefit or for the benefit of any third party.
“Confidential Information” means all data,
material, and information of a confidential
nature in any form whatsoever disclosed
(whether directly or indirectly) by or on behalf of
the Disclo ser to Recipient, including: (a) the
contents of and negotiations in relation to this
Agreement; (b) the identity and business,
financial and/or technical affairs of that party's
business contacts, including Clients, agents,
distributors and licensees; (c) any information
that Recipient obtains or receives as a result of
discussions leading up to the signature of this
Agreement or subsequent performance of this
Agreement; (d) any information obtained or
observed as a result of any site visit; (e) all
financial information of Discloser; (f) all data
provided to Recipient by or on behalf of the
Discloser in connection with the Services.
Confidential Information does not include
information: (a) disclosed as a requirement of
law or any regulatory body to whose rule
Recipient is subject provided that Recipient, if
legally permissible, gives Discloser prompt
written notice of such requirement prior to such
disclosure and only discloses that portion of the
Confidential Information that is legally required;
(b) know n to Recipient prior to the
commencement of this Agreement otherwise
than as a result of being obtained directly or
indirectly from the Discloser; (c) obtained from a
third party who lawfully possessed such
Confidential Information and which has not been
obtained in a breach of a duty of confidence
owed to the Discloser; (d) developed
independently by Recipient without the use of
Discloser’s Confidential Information or ( e) in the
public domain other than as a result of a breach
of a duty of confidence owed to the Discloser.
Upon request of Discloser or upon the expiry or
termination of this Agreement, Recipient shall
delete and destroy any Discloser’s Confidential
Information then in its possession or control.
Recipient acknowledges that remedies at law
may be inadequate to provide Discloser with full
compensation in the event of a material breach
of any confidentiality and nondisclosure
obligations herein without bond or other security
obligation, to seek injunctive relief in the event of
any such breach.
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8. Client Data; Client Feedback
8.1 Client acknowledges and agrees that
ASTERRA will handle and use (by itself or by using
trusted third -party service providers) the data
that the Client feeds to the Platform (or that
ASTERRA feeds to the Platform on Client’s behalf)
(“Client Data ”) and the data and output
generated by the Platform when used by the
Client, as follows:
(a) To provide the Services to the Client, conduct
administrative and technical activities necessary
to maintain and provide the Service s and to
improve and customize the Services;
(b) To conduct analysis or generate metrics
related to the Services;
(c) For commercial and marketing purposes,
publication of case studies and white papers
regarding the Service s itself (only in a form not
identifying the Client and not disclosing any
Client-specific output generate by the Platform
unless specifically approved by the client);
(d) To bill and collect fees (if applicable), to
enforce this Agreement, and to take any action in
any case of dispute or legal proceeding of any
kind involving the Client with respect to this
Agreement;
(e) To prevent fraud, misappropriation,
infringements, and other illegal activities and
misuse of the Services;
(f) To develop new products , features , and
services, and for research and testing, provided
that no information identifying the Client is
publicly shared without prior authorization from
the Client.
The Client will not be entitled to any
remuneration from ASTERRA for the foregoing
uses.
8.2 ASTERRA may, but are under no duty to,
review Client Data made available through the
Service. We may, in our sole discretion,
temporarily or permanently delete or block
access Service, if we find that it violates these
Terms or for any other reason
8.3 Client may provide ASTERRA with
information or content concerning
enhancements, changes, or additions to the
Service or other Company offerings, that are
requested, desired or suggested by the Client or
users on its behalf, including information
pertaining to bugs, errors and malfu nctions of
the Service, performance of the Service, content
and accuracy of the Service, the Service’s
compatibility and interoperability, and
information or content concerning
enhancements, changes or additions to the
Service that Client requests, desires or suggests
(“Feedback”). Client hereby assigns, without
charge, all right, title and interest in and to the
Feedback to ASTERRA, including the right to
make commercial use thereof, for any purpose
ASTERRA deems appropriate.
9. Intellectual Property
9.1 All rights, title and interest in and to the
Service, Platform and the Service’s software,
including, without limitation, patents, copyrights,
trademarks, trade names, service marks, trade
secrets and other intellectual property rights,
and any goodwill associated therewith, including
computer code, graphic design, layout and the
user interfaces of the Service, whether or not
based on or resulting from Feedback, are and will
remain at all times owned by ASTERRA, or
licensed to ASTERRA.
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 11 All rights in and to the Service or Platform that
are not expressly granted to Client in this
Agreement are hereby reserved by ASTERRA.
9.2 Except for Client’s limited access to use the
Service during the Term, this Agreement does
not grant or assigns to Client, any other license,
right, title, or interest in or to the Service or
Platform, or the intellectual property rights
associated with them.
9.3 Client acknowledges and agrees solely in
connection with Client’s provision of the Service,
ASTERRA is hereby granted a limited, revocable,
nonexclusive, internal, and royalty -free license,
solely during the Term to access, host and
maintain Client Data for the strict limited
purposes of delivering the Service to Client and
supporting Client’s use of the Service as
described herein.
10. Disclaimer; Limitation of Liability;
Indemnification
10.1 The Services, as set forth in this Agreement,
include the provision of information and
investigative output based on the technology
developed by ASTERRA, and subsequent
analyses, recommendations, evaluations,
ranking reports, and guidance on best practices
based on the foregoing. By their nature, the
Services provided are solely decision making and
support tools acquired by Client. Any and all acts,
omissions decisions and performance by Client
based on the Services provided to Client under
this Agreement, are the sole responsibility of
Client and such activity does not form any part of
the Services. By signing the Agreement Client
signals its understanding of the scope of the
Services. The contract is with Utilis Israel Ltd.,
Utilis, Inc., Utilis SAR Ltd and Utilis Japan, as
applicable, also doing business as ASTERRA.
10.2 LIMITATION OF LIABILITY . IN THE
EVENT THAT, NOTWITHSTANDING THE TERMS
ABOVE, ASTERRA IS FOUND LIABLE FOR
DAMAGES OF ANY KIND BASED ON ANY THEORY
OF LIABILITY (INCLUDING LIABILITY FOR
NEGLIGENCE) CONNECTED AND/OR RELATED TO
THE SERVICES COVERED BY THIS AGREEMENT,
ASTERRA’S TOTAL AND AGGREGATE LIABILITY
FOR SUCH DAMAGES SHALL NOT EXCEED THE
PAYMENTS MADE BY CLIENT TO ASTERRA IN THE
TWELVE MONTHS PRECEDING THE EVENT
PURPORTEDLY GIVING RISE TO THE CLAIM.
10.3 EXCLUSION OF CONSEQUENTIAL
DAMAGES. ASTERRA SHALL NOT BE LIABLE
TOWARD CLIENT, OR ANY OTHER THIRD PARTY
FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION,
ANY DAMAGE OR INJURY TO BUSINESS
EARNINGS, LOSS OF DATA, LOST PROFITS OR
GOODWILL AND/OR PERSONAL INJURY,
SUFFERED BY ANY PERSON ARISING FROM
AND/OR RELATED WITH AND/OR CONNECTED
TO THE SERVICES COVERED BY THIS AGREEMENT,
WHETHER BASED ON A CLAIM OR ACTION OF
CONTRACT, TORT, OR OTHERWISE, (INCLUDING
NEGLIGENCE) EVEN IF ASTERRA IS ADVISED OF
OR SHOULD HAVE BEEN AWARE OF THE
POSSIBILITY OF SUCH DAMAGES.
10.4 INDEMNIFICATION
10.4.1 Indemnification by ASTERRA.
Subject to this Agreement and without
derogating from the foregoing, ASTERRA shall
defend and indemnify Client and its respective
directors, officers, employees, consultants,
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 12 successors and assigns (collectively “ Client
Indemnitee”) from and against any claim by a
third party alleging that the use of the Service as
contemplated under this Agreement, infringes a
third party’s patent, copyright, trade secret or
other intellectual property rights which are
enforceable in the jurisdictions in which the
Client’s support teams operate. Notwithstanding
the foregoing, ASTERRA shall have no liability or
obligation to Client Indemnitees with respect to
any claim for infringement relating to: (1) Client’s
use of the Service in combination with other
products not provided or endorsed by ASTERRA;
(2) modifications or alterations of the Service
which are not performed by ASTERRA or with its
permission; (3) a breach or alleged breach by
Client of its representations, under the
Agreement; in any case of (1) – (3) above, only to
the extent that the Service would not be
infringing in the absence of such circumstances.
10.4.2 Indemnification by Client. Client
shall defend, indemnify and hold harmless
ASTERRA and its directors, officers, employees,
and subcontractors (collectively “ ASTERRA
Indemnitee”), upon ASTERRA’s request and at
Client’s expense, from, and against, any
damages, liabilities, loss, costs, expenses and
payments, including, but not limited to,
reasonable attorney’s fees and legal expenses,
arising out of any claim, suit, action, arbitration
or proceeding brought against ASTERRA
Indemnitee, relating to: (a) a breach or alleged
breach by Client of any of its representations,
warranties, covenants or obligations hereunder;
(b) infringement o r misappropriation of any
intellectual property rights by Client; (c) any
negligence or willful misconduct of Client or its
users or other representatives; or (d) any claims
in connection with the Client Data. To the extent
that the Client is a governmental body, and not
withstanding Section 10.4.3 below, the above
Indemnity obligation will be subject to such
additional conditions that apply to Client under
the applicable law.
10.4.3 The indemnified party shall
promptly notify the indemnifying party in writing
of any claim for which it seeks indemnification
hereunder; provided that the failure to provide
such notice shall not relieve the indemnifying
party of its indemnification obligations
hereunder except to the extent of any material
prejudice directly resulting from such failure. The
indemnifying party shall bear full responsibility
for, and shall have the right to solely control, the
defense (including any settlements) of any such
claim; provided, however, that (a) the
indemnifying party shall keep t he indemnified
party informed of, and consult with the
indemnified party in connection with the
progress of such litigation or settlement and (b)
the indemnifying party shall not have any right,
without the indemnified party’s written consent
(which consen t shall not be unreasonably
withheld), to settle any such claim in a manner
that does not unconditionally release the
indemnified party. At the indemnifying party’s
request, the indemnified party will provide
reasonable cooperation with respect to any
defense or settlement.
11. Term and Termination
11.1 Unless otherwise specified in the applicable
SOW, this Agreement commence s upon the
Client’s date of signature herein or acceptance
date by Client , as applicable . The Service shall
commence on the date on which the relevant
Service is 'live', being the first date on which the
Client or the first of the Client’s users is granted
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access to the Platform’s data , upon a notice by
ASTERRA to Client (“Go – Live- Date”) and will
continue for a period of twelve (12) months
thereafter (“ Initial Term ”), at which point the
subscription will automatically renew for an
additional twelve (12) months period (“Renewal
Term”) (Initial Term and Renewal Term,
collectively, the “ Term”), if not otherwise
terminated earlier pursuant to this section 11 or
if a Party has given a notice of non -renewal at
least sixty (60) days prior to the end of the initial
Term or Renewal Term.
11.2 Notwithstanding the foregoing, either party
may terminate for a material breach by the other
party unremedied for thirty (30) consecutive
days after written notice thereof, at any time.
11.3 Either party may immediately terminate this
Agreement if (A) any proceeding is commenced
in good faith against the other party for any relief
under any bankruptcy or insolvency law, or any
law relating to the relief of debtors, readjustment
of indebtednes s, reorganization, arrangement,
composition, or extension of debts; (B) the other
party commences proceedings for any relief
under any bankruptcy or insolvency law, or any
law relating to the relief of debtors, readjustment
of indebtedness, reorganizat ion, arrangement,
composition, or extension of debts; (C) there is
issued a decree or order of a court having
jurisdiction for the appointment of a receiver,
liquidator, or trustee or assignee in bankruptcy or
insolvency of the other party or of a substant ial
part of the other party’s property, or for the
winding up or liquidation of the other party’s
affairs; or (D) there is a general assignment by the
other party for the benefit of creditors or the
admission by the other party in writing of its
inability to pay its debts generally as they
become due.
11.4 Upon expiration or termination of this
Agreement for any reason : (i) Client will not be
able to access the Services and/or the data
stored within the Platform, the Platform,
ASTERRA’s support and any other software or
data related to the Service. Any and all data not
exported by Client to Client’s own storage, shall
no longer be available to Client afterward; and
payment obligations of Client for Services
provided through the date of termination will
immediately become due. Client data will be
accessible to a returning Client if they renew
their subscription within 12 months of
termination of their previous subscription
11.5 Upon expiration or termination of this
Agreement and in any event, upon ASTERRA’s
written request, Client shall return any and all
Confidential Information including, but not
limited to ASTERRA training materials, and any
and all materials incorporating ASTERRA’s
Confidential Information and all copies and
derivatives thereof.
11.6 Sections 3 -10, 11.4-11.6, 12 and 13 shall
survive any termination of expiration of the
Agreement for any reason.
12. Governing Law
The parties exclusively submit to the (i) governing
law of Delaware or, (ii) solely if the laws that
apply to the client prohibit the application of the
law of Delaware – the law of Client’s principal
place of business, and the exclusive jurisdiction
and venue of the courts of (i) the City of
Wilmington, Delaware, or (ii) if the laws apply to
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 14
Client prohibit the jurisdiction of the Delaware
Courts – the competent courts of the Client’s
principal place of business. The parties agree that
the United Nations Convention on Contracts for
the International Sale of Goods shall not apply in
any respect to this Agreement or the parties.
Client shall comply with all applicable (including,
all U.S. and applicable foreign) la ws and
administrative regulations relating to the control
of exports of commodities and technical and/or
personal data, and all laws directly or indirectly
applicable to its activities hereunder or
otherwise pursuant to or in connection with this
Agreement, the Licenses or use of any software,
and the provision of any Services and/or support.
13. Miscellaneous
This Agreement may be amended by an
authorized representative of each party in a duly
executed written document referencing this
Agreement and expressing the intent of each
party to amend this Agreement. If any provision
of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall
remain in full force and effect, and this
Agreement shall be deemed amended to replace,
to the extent legally permitted, the rights and
obligations contained in such invalid or
unenforceable provisio n. The invalidity or
unenforceability of any provision shall not
constitute a failure of consideration hereunder.
Any failure or delay in exercising, or any single or
partial exercise of, any right or remedy by either
party hereto shall not be deemed a waiver of any
further, prior, or future right or remedy
hereunder, including the right of such party at
any time to seek such remedies as may be
available for any breach or breaches of such term
or condition. Nothing in this Agreement shall
make either party the agent of the other for any
purposes whatsoever. Except to the extent such
rights cannot be restricted by applicable law,
neither party may assign, sublicense, or transfer
this Agreement without the prior written consent
of the other party, and any such attempt by a
party to sublicense, assign or transfer any rights,
duties, or obligations hereunder is null and void
and subject to the other party’s right to
immediately terminate this Agreement.
Notwithstanding the above, ASTERRA may
assign, sublicense, or transfer this Agreement to
an affiliate of ASTERRA or in connection with the
merger, acquisition, or sale of all or substantially
all of the assets of ASTERRA relating to this
Agreement. This Agreement entered into
between the parties on or around the date of this
Agreement, together with the signed SOW
constitute the entire agreement and
understanding of the parties relating to the
subject matter hereof, super seding all prior or
contemporaneous agreements, representations,
promises, and understandings, whether written,
electronic, oral or otherwise and any additional
or conflicting terms contained in any other
document (including, without limitation, any pre-
printed, additional or conflicting terms on any
Client purchase order, o r acknowledgment from
either party) shall be null, void and of no effect
on either party.
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ANNEX A – AREA OF INTEREST
EXHIBIT A, PROJECT ESC25-070
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ANNEX B - CSM SERVICES DESCRIPTION LIST AND SLA
Tier: Prevent
Standard Features:
• System-Wide Advanced Temporal and Spatial Leak Analysis - ASTERRA will provide the customer with a system-wide analysis of those locations identified as having a high probability of subsurface leakage using advanced temporal (data collected across time) and spatial (data collected across space) analysis.
• Leak Location List with Prioritization - Each customer will receive a list of potential leaks (Points of Interest, POI’s) for leak detection investigation based on SAR algorithm results and machine learning.
• Customer Portal and Performance Dashboard (4 Licenses) - Licenses for access to EO Discover, ASTERRA’s Customer Portal and Performance Dashboard for tracking leak investigation results over the course of the subscription period.
• U-Collect Software & U-View Software (4 Licenses) - Access to field investigation input and viewing software.
• On-Line Customer Support
• Customer Success Plan - ASTERRA will provide each customer with a customized execution and success plan that will be reviewed and updated over the course of the subscription period. • Best Practice Tutorials (On-Line) - ASTERRA will provide on-line tutorials which cover training and troubleshooting for the customer portal, U-Collect and U-View applications.
Additional Services available to the customer include:
Subcontracted Leak Detection Services - ASTERRA will provide the services of a preferred leak detection vendor subcontracted for 5 -days/40-hour leak detection period. Following ASTERRA’s best practices, identified leak locations will be investigated to pinpoint water loss. The schedule will be coordinated with the vendor and utility by ASTERRA Customer Success Manager.
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ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 17 Service Level Agreement (SLA)
This Service Level Agreement (“SLA”) is provided in connection with the Terms of Use governing the use of the ASTERRA’s Services and proprietary Platform (the “Software”). ASTERRA will endeavor to quickly respond to Software support requests and reported Software errors, bugs , or malfunctions (each, an “Inquiry”), and provide a solution to your Inquiry, as set forth in this SLA. Capitalized terms not defined herein shall have the respective meanings as set forth in the Terms of Use.
ASTERRA’s handling and resolution of Inquiries is subject to the following procedure and processes:
1. Inquiries shall be submitted to ASTERRA’s helpdesk by e -mail ( [email protected]), or via the Client’s portal help feature, during ASTERRA’s standard business hours (9:00am to 5PM).
2. When ASTERRA receives notice of an Inquiry from you, along with all pertinent information at your disposal, regarding the Inquiry, ASTERRA will record the time in which the notification was received, during ASTERRA’s business hours indicated above (if the Inquiry is received by ASTERRA outside of its business hours, the Inquiry receipt time will be recorded as 9:00 am on ASTERRA’s next business day - the “Opening Time”).
3. Upon receiving an Inquiry, ASTERRA, using its reasonable judgment, will classify the Inquiry’s severity level as Critical, High, Medium, or Low, in accordance with the following guidelines:
a. Critical – Complete failure of the Software.
b. High – Significant fault in one or more of the primary functionalities of the Software. c. Medium – Features of the Software are partially malfunctioning. d. Low – Minor error or malfunction in the Software.
4. “Response” is ASTERRA’s provision of a preliminary, interim resolution or workaround for the Inquiry, partially alleviating the symptoms reported in the Inquiry. ASTERRA’s response will be in writing via email or via phone contact from the Client’s assigned Customer Success Manager.
5. “Final Resolution” is ASTERRA’s provision of a permanent and full resolution to the Inquiry.
ASTERRA will endeavor, using commercial efforts, to respond to Inquiries as set forth below and to provide a Final Resolution . Response Times are specified in relation to the Opening Time, as recorded in ASTERRA’s logs, as follows:
Priority ASTERRA’s availability to commence
handling the Inquiry
Response Time after
Opening Time
Critical ASTERRA’s business hours 8 hours
High ASTERRA’s business hours 32 hours
Medium ASTERRA’s business hours 3 business days
Low ASTERRA’s business hours 2 business weeks
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16 Consultant/Professional Services Provider Agreement/Utilis Inc. dba Asterra/Project ESC25-070
EXHIBIT B
CONSULTANT’S PROPOSAL
See Attachment
4180 La Jolla Village Dr., #530 San Diego, CA 92037 858.521.9442 US asterra.io
Intelligence to Act
A proposal for the
City of Victorville, CA
Insert Logo of client
9 January 2025
Proposal & Scope of Work
Prepared by Matias Rodriguez, Sales Representative
2 ASTERRA
ASTERRA uses patent-protected technology for infrastructure condition assessment, pipe replacement modeling, and leak detection in urban and rural, water or sewage networks, using L-band synthetic aperture radar (SAR) mounted on a satellite. The technology is based on a proprietary algorithm that detects soil moisture resulting from treated water or wastewater leaks, through the analysis of SAR data. This is of considerable value to industry, governments, and citizens. Because the observation point is orbiting 390 miles above the Earth, this allows for simultaneous monitoring of pipes within a large network.
ASTERRA’s Martian Roots
ASTERRA’s core technology is based on the search for underground water on Mars and other planets. Lauren Guy, a geophysicist , and entrepreneur who developed the approach, quickly recognized the application could be even more effective here on Earth. The water was closer, the need more immediate, and the technology had the potential to solve a number of critical problems. Mr. Guy founded Utilis (now known as ASTERRA) in 2013 to develop applications for the new technology. In 2016, leak detection in underground water systems became the first commercially used application. This solution is now called Recover.
A Revolutionary Change
From an orbiting satellite, our algorithm which is fine-tuned to detect treated drinking water and wastewater, reveals underground leaks as small as 0.2 gallons per minute. Now, managers of underground water infrastructure c an see the water leaking from their systems. Even in the largest cities, it could be seen all at once, with unheard-of speed and efficiency. ASTERRA continues to refine the technology and expand its applications beyond leak detection, adding pipeline monitoring and deficiency analysis as well as property assessment to its growing capabilities .
Impact
ASTERRA actively contributes to the United Nations Sustainable Development Goals, particularly focusing on Goal numbers 6 (Clean Water and Sanitation), 9 (Industry, Innovation, and Infrastructure), and 13 (Climate Action). By leveraging our expertise in satellite -based infrastructure intelligence, we empower organizations to make data-driven decisions and build a resilient and sustainable future. We are dedicated to creating lasting positive change and supporting the achievement of the SDGs globally.
3 Advantages of Ongoing Monitoring
Today, utilities typically survey their system blindly and reactively. This approach yields minimal results which leads many utilities to deprioritize proactive leak detection. Usually, utilities are forced to use limited resources for work orders to find, dig and repair leaks. In most cases, this results in falling further behind the curve and increased pipe breakages. Rather than leak detectors surveying the entire system blindly, Recover guides leak detectors to likely leak locations or points of interest which ASTERRA h as highlighted through their analysis. Now, leak detectors only need to walk 5 -10% of the system where water is already leaking . With a single scan, ASTERRA identifies ~30% of the active leaks in your system. Additional scans allow for ongoing monitoring which will result in more active leaks being identified in your system. Additionally, leaks are continuously arising and enlarging, thus ongoing monitoring will continue to detect more leaks even in areas previously inspected.
Client Benefits & Impact
ASTERRA provides a comprehensive, accurate, and non-invasive remote sensing solution for locating leaks and monitoring any potable water and wastewater system in the world. This works over any type of terrain – flat or hilly; sparsely populated or densely populated high-rises. This is done by extracting information from SAR scans taken high above the ground and converting them into locations of underground potable water or wastewater leaks. Reducing NRW additionally has a positive effect on the environment. By reducing non-revenue water loss, the amount of processing decreases, resulting in a reduction of power use and the associated environmental effects. Locating and fixing wastewater leaks in sewer systems also helps the environment by preventing pollution.
Satellite Radar – Scan Acquisition
Raw scans of the area taken by radar over
Radiometric Corrections
ASTERRA takes the raw scan and prepares
Algorithmic Analysis
ASTERRA’s unique and patented algorithm
Availability to Client
via the EO Discover platform to the client on an ongoing basis, with frequency depending on the
4 ASTERRA’s Solutions
ASTERRA’s solutions include Recover and MasterPlan for potable water and wastewater. All are made available on ASTERRA’s EO Discover platform. Recover and MasterPlan are ASTERRA’s commercial services offered in this proposal. The output from the proprietary algorithm is provided through the analysis of the SAR data combined with other processing techniques owned by Utilis (dba ASTERRA).
Recover for Leak Detection
Recover, the recipient of the AWWA Innovation Award in 2021, is a satellite-based solution for monitoring and detecting leaks in drinking and wastewater systems. It enhances operational efficiency and budget optimization by providing infrastructure intelligence for proactive pipe repair and planning. With Recover, entire city-wide systems can be monitored efficiently.
This advanced technology quickly locates non-surfacing leaks, allowing leak detection crews to focus on targeted repairs instead of unnecessary digging. Compared to traditional methods, Recover identifies more leaks and increases field crew efficiency by up to 400%. It offers the water industry the lowest cost per leak found, averaging 3.5 leaks per crew day compared to 1.3 with traditional acoustic methods. By reducing non-revenue water loss, which amounts to 17 billion gallons annually worldwide, Recover brings significant benefits to companies in the industry.
Furthermore, Recover assists the wastewater sector by mitigating the risks of fines, consent decrees, legal consequences, and reputational damage.
Main benefits of Recover:
• Non-invasive technology: Deployment of sensors or hardware on the ground is not necessary. • ASTERRA technology is effective irrespective of soil type, pipe material, and pipe diameter. • Covers large areas at once. Surveys an entire system in urban and rural areas, while also providing location intelligence at a fine resolution. Identifies potential leaks in areas that traditional acoustic leak detection programs may not typically survey.
• Find more leaks in a shorter period: Increases the efficiency of traditional acoustic leak detection programs by prioritizing work locations and offering quicker response times. • Screening technology that can be used directly or indirectly for condition assessment, asset budget planning and work on structural changes prioritizing network riskier zones. • Identifies background (i.e., non-surfacing) leaks that might otherwise go undetected for long periods of time. • Can fit into either CAPEX or OPEX budgets.
• Provides a positive impact on the environment (reduces water loss, electricity used, and CO2 produced).
5 Recover Insights
At the start of the client’s subscription period, each client is provided access to the EO Discover platform where they can access the data in the form of GIS files, the U-View application, or the dashboard with individual projects and field performance metrics. Each client is also provided access to the U-Collect field investigation application. The platform can be accessed 24/7 during the subscription period to view ASTERRA’s analysis and results of field investigations track success metrics. Recover’s specific features include:
Recover (POI Output): A GIS layer containing the POIs, provided in SHP and KML format for import into any GIS system (client-based, ESRI, or ASTERRA-provided U -Collect and U -View) that can be overlaid on a map displaying streets, pipes, hydrants, valves, and potential leak information.
EO Discover: A link to the EO Discover password-protected platform displaying data and field results, along with monitoring the progress of the project/service progress in real-time.
Temporal and Spatial Analysis: With a single scan, Recover identifies ~30% of the leaks in a given system.
With multiple scans, Recover will identify up to 25% more of the leaks in the given system. Through multiple scans we can identify leak clusters through a temporal and spatial analysis which will aid in maintenance prioritization and asset management plans.
MasterPlan for Pipe Deficiency Assessment
Providing unique insights not available from anyone but ASTERRA, MasterPlan is an actual (not predictive) measurement of non -surfacing pipe leaks. It is pipe agnostic and collected non -invasively by a satellite with wide coverage, often scanning a full system instantaneously. MasterPlan provides actionable insights into your asset management plan in one easy data layer. Trained on five years of leaks discovered using Recover, the new algorithm assesses the deficiency of an entire pipe system using multiple SAR scans over time.
ASTERRA MasterPlan provides a GIS dataset containing pipe deficiency levels derived from SAR data. This solution is based on the same proven patented
algorithm that is used by Recover to detect leaks in
your system but is extended to monitor your system
over time using statistical analysis. The general
process takes all POIs identified in two consecutive
satellite scans (identical coverage and angle) over your area of interest and analyzes the POI results. It then compares the POIs from multiple scans and identifies
the clusters of POIs between them.
These results are processed through a learned statistical algorithm and used to assign pipes a score from low to
high, signifying the level of deficiency observed.
With ASTERRA Masterplan, we can identify critical areas where the client can focus its future pipeline rehab and replacement efforts. These high deficiency areas can be used for asset management planning purposes, e.g.,
capital improvement replacement planning.
6 MasterPlan Insights
MasterPlan provides utilities and engineers with insights into actual pipe conditions. This GIS data layer is compatible and easily integrates into all GIS and GIS -based software. Combine this data with other information, such as pipe age, material, work orders, and consequence of failure to further enhance your replacement planning models or water system master plans.
MasterPlan (Pipe Deficiency Output): A GIS layer containing client pipe segments rated based on condition.
Provided in SHP and KML format for import into a GIS or risk modeling system (Client map displaying streets, pipes, hydrants, valves, and potential leak information ).
EO Discover: Login credentials to the EO Discover’s password -protected platform for viewing the pipe data via GIS or U-View applications and for monitoring pipe deficiency levels.
MasterPlan Pipe Deficiency Assessment: A summary assessment detailing the condition of the client’s pipes based on the GIS data output of pipe scores from low to high deficiency.
U-View Licenses: Licenses are provided for U-View (allows the client to view the data) for the duration of the EO Discover subscription period.
7 Typical Process and Timeline
• After confirmation of the order through t h e contract signature or receipt of a purchase order, ASTERRA will acquire the satellite scan(s). ASTERRA must have the order confirmation at least 21 days prior to the first date of satellite coverage to move forward with the satellite data procurement. The date of the acquisition is subject to the technical and operational constraints of the third -party satellite operation company and may change at any time.
• Before the acquisition, the client will provide ASTERRA with an Area of Interest (AOI). Unless agreed otherwise by the parties, the AOI is a designated geographical area to be surveyed using satellite within the client-provided service area.
• During the period prior to the scan acquisition, the client will provide ASTERRA with a GIS layer of all available treated water or sewage lines in the AOI to be analyzed. If available, the client will also provide a hydrant and valve layer within the AOI.
• Unless otherwise agreed upon by both the parties, ASTERRA will provide services only in the AO I overlapping with the client’s provided GIS pipe system layer. • After acquiring the scan and receiving the GIS pipe layers from the client, data will begin to populate on the EO Discover platform. This is approximately 7 -14 business days after the first scheduled scan acquisition date. Scan acquisition dates may be changed by a third party (satellite operator) or due to technical constraints.
Service start dates may be affected due to poor scan quality according to ASTERRA’s quality assurance standards.
• Where applicable, leak field inspection work can begin after the leakage data has populated on EO Discover on an agreeable date between both parties.
8 PROPOSAL
Scope of Work
The scope of work contained herein details the work and services ASTERRA will provide as well as the roles and responsibilities of both ASTERRA and City of Victorville, CA (“Client”).
Roles, Responsibilities, and Offerings – ASTERRA
ASTERRA will provide Recover data as a service via EO Discover and it will consist of areas identified as potential leaks (i.e., areas containing soil moisture of treated water and/or wastewater underground) using a proprietary satellite imaging algorithm across the Client’s water system. ASTERRA will provide a primary contact person for technical and administrative purposes who will interact with the Client.
ASTERRA’s Responsibilities (“Services”):
• Acquiring and analyzing the satellite scan(s).
• Providing potential leak location data as a service through our password -protected platform, EO Discover.
This data can be exported as GIS data files.
• Providing best practices for field inspection protocols to the Client.
ASTERRA’s Solution for Potable Water:
• Recover (POI Output): GIS layer containing the POIs, provided in GIS data files formatted for import into any GIS system.
• EO Discover: Provides access to monitor and track the progress of the project/service in real time and calculates ROI and impact metrics for ongoing KPI tracking. The license is for the period of service purchased. • U-Collect and U-View Licenses: Provided for each of the following: U-Collect (allows field technician to collect data in the field), and U-View (allows field technician to view data from anywhere). The license is active upon delivery for the period of service. Additional licenses may be purchased and/or the initial license extended at the request of the client.
9 • Kick-off Meeting: Prior to fieldwork, an ASTERRA or ASTERRA -certified team (regardless of if it the client’s team or a contractor), will call a kick -off meeting to agree on the operational field plan to address the Client’s specific needs and the best practices required to get the best results. • Optional: Acoustic Leak Detection for Field Investigation (for Potable Water Pipelines Only) : Based upon selecting this option, ASTERRA will provide a certified subcontracted acoustic leak detection team to investigate the points of interest, provide a list of verified leaks, and mark them for repair. The leak detection field verification team(s) is proficient and experienced in using and operating acoustic equipment. The team should be provided with all the needed tools to access the listening points. • Optional: ASTERRA MasterPlan Pipe Deficienc y Map, provided as a GIS data set , if purchased within the Recover tier available or as an additional service option. • Optional: ESRI Arc GIS Field Maps Integration – data provided in your ESRI ArcGIS online accounts for easy use in ArcGIS Field Maps. (Additional cost may apply if it is not included in the Recover service tier already).
ASTERRA’s Solution for Wastewater
• Recover (POI Output): GIS layer containing the POIs, provided in GIS data files formatted for import into any GIS system.
• EO Discover: Provides access to monitor and track the progress of the project/service in real time and calculates ROI and impact metrics for ongoing KPI tracking. The license is for the period of service purchased. • Kick-off Meeting: ASTERRA or ASTERRA-certified team will call a virtual kick-off meeting to discuss the data delivered and demonstrate the usage of the platform.
10 Roles, Responsibilities, and Offering – Client
The Client is responsible for providing baseline system data, work order history, and in some cases, an acoustic field verification team to inspect POIs identified by ASTERRA. The client shall identify a primary contact person for technical, administrative, and field inspection coordination. ASTERRA agrees to use the information described below only for the client’s specific project and to not share the information with any other third party.
Client Responsibilities
• Pipe System Information for Potable Wate r Lines: Prior to scan acquisition, the Client shall provide ASTERRA with a detail ed and accurate GIS pipe system layer. If GIS is not available, roads will be used to guide the analysis. ASTERRA will use this layer to identify POIs. The GIS layer should include pipe material and diameter, length of pipeline to be analyzed, hydrants, valves, and any other detailed information available. • Pipe System Information for Wastewater Lines: Prior to scan acquisition, the Client shall provide ASTERRA with a detailed and accurate GIS pipe system layer. If GIS is not available, roads will be used to guide the analysis. ASTERRA will use this layer to identify POI locations. The GIS layer should include pipe material and diameter, forced and/or gravity lines, length of pipeline to be analyzed, manholes, depth, and any other detailed information available.
• Leak Detection History (Work Orders): The Client shall provide ASTERRA with a detailed and accurate history of leak findings and repairs beginning one (1) week before the date the first satellite scan is acquired and through the project life cycle.
• Leak Detection Performance Metrics for Potable Water Lines: The Client shall provide ASTERRA with relevant and available performance metric data related to previous Client-utilized leak detection methodologies.
This information will be used to calculate value metrics of the service and will be provided to the Client in the final report for their use.
11 Client Services for Potable Water
Areas of Interest (AOI)
During this service, ASTERRA will survey the Area of Interest (AOI) to be determined by the client, contained to 775 linear miles of mains and service pipes as outlined in the image below:
Once ASTERRA receives the full GIS pipe system information from the client, the pipe and total miles analyzed per delivery will be identified. Note: both main and service lines will be counted for total pipe length calculation.
12 Subscription-Based Service Packages
ASTERRA’s Recover solution and features are provided via a subscription to EO Discover with an option to select one of two district levels of service (Prevent or Advise). Each service level contains specific features designed to meet clients’ current and future needs, with additional add-on services available.
Prevent Advise
4 licenses: EO discover 6 licenses: EO discover
Base line leak analysis Base line leak analysis
Leak Locations Leak Locations
U-collect/U-View Apps (4
licenses)
U-collect/U-View Apps (6
licenses)
Temporal and Spatial leak
Analysis
Enhanced Temporal and
Spatial leak Analysis
Prioritized Leak locations
for field investigation
Prioritized Leak locations
for field investigation
MasterPlan Pipe
Deficiency Map
ESRI ArcGIS Field Maps
Compatibility
Personal Success Manager
Always Included: Online support, customized success plan, best practices tutorials
13 Pricing
Area of interest (AOI) for analysis:
Potable Water lines: 775 miles
Prevent
Advise
QTY Price QTY Price
Package 12 months $86,615 12 months $128,000
Subcontracted Acoustic Leak Detection
Team - BOTG (40 hours/ 5 Days)
40 days $80,000 40 days $80,000
Package Total $166,615 $208,000
Proposal is valid until: January 31st, 2025
Note: Once a package is selected, please contact ASTERRA sales team for terms of use and signature processing.