Asterra ~ 32400059 ~ Satellite Leak Detection
CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM
Contract Overview
Contract/Amendment Number: 32400059
Contract Start Date: 6/25/2024 Contract End Date: 7/1/2025
Contract Title: Satellite Leak Detection
Contractor Name: Asterra
Contract Manager: Ross Horton
Department: PW
Contract Costs
Original Contract Amount: $77,000.00
Total All Previous Amendments: n/a
Total of this Amendment: n/a
Total Contract Amount: $77,000.00
Procurement Authority
Contract Type: Information Technology Vendor Agreement
Procurement Type: PCR 10.070 Sole Source
Solicitation Number: n/a
LCRB Date: n/a
Account String: Fund-Division-Account Work Order – Activity Type Amount
FY 25 5328000-56005 CP96058-EXTERNAL-CONS $77,000.00
FY
FY
FY
Contracts & Purchasing Approval
Purchasing Signature:
Comments: Contract has auto renewal term, 60 days prior end of year one to cancel, if not year 2 will be
$77,000 – will need Council approval (over 25% and $150,000).
DocuSign Routing
Route for Signature Name Email Address
Contractor Gadi Kovarsky gadi.kovarsky@asterra.io
City of Tigard Steve Rymer stever@tigard-or.gov
Final Distribution
Contractor Gadi Kovarsky gadi.kovarsky@asterra.io
Project Manager Ross Horton ross.horton@tigard-or.gov
CIP Manager Laura Barrie laurab@tigard-or.gov
CIP Admin Shauna Large shauna@tigard-or.gov
Buyer Rosie McGown rosie.mcgown@tigard-or.gov
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:
Tigard, OR
May 29, 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
City of Tigard Contract 32400059
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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 are
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 Points 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
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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
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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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E. FEES & PAYMENT TERMS
1. Annual subscription fee per Package and Service Tier requested by Client (exclusive of
Taxes) (“Annual Fee”) and Additional Services as required by Client (“Support Service
Fee”) as provided in the table below.
2. Package Name: Advise, Subscription Duration: 12 Months
3. Potable Water lines surveyed: 300 Miles
4. Must share images with the cities of Newberg and Lake Oswego.
5. Table of fees:
ASTERRA Package: Advise QTY Price
Annual Subscription Package 1 $47,000
Additional Services
Subcontracted BOTG (5 Days minimum) 15 days $30,000
TOTAL $77,000
6. 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.
7. Payment is due 30 days from the invoice date.
8. Requests for analysis outside the agreed upon AOI provided by the Client in Annex A may
result in additional fees.
9. CSM SERVICES LIST & Service Level Agreement (SLA) is attached hereto as Annex B
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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 Tigard, OR
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 3EB3D4D9-8F45-4BBC-B558-1DC1BB69BBF2
7/1/2024
General Manager, Water Division
Gadi Kovarsky
7/1/2024
Steve Rymer
City Manager
ASTERRA US Office, 4180 La Jolla Village Drive, Suite 530, La Jolla, CA 92037, www.asterra.io Page 7
TERMS OF USE
These Terms of Use (the “Terms”) is made and entered into as this 25th day of June 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 Tigard (“Client(s)”, “you”) a
corporation organized and existing under the laws of Oregon with a principle place of business and mailing
address at 13125 SW Hall Blvd, Tigard, OR 97223. 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 or 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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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 otherwise 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 Discloser to Recipient. 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) known 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,
subject to applicable Public Record Laws.
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.
Notwithstanding the foregoing, to the extent
that ASTERRA discloses Confidential Information
to Client, ASTERRA acknowledges that Client
subject to Oregon Public Records Law (“OPRL”).
ASTERRA understands that the public may have
access to public records, unless the records are
exempt or confidential under applicable law.
Prior to any disclosure requested under OPRL,
Client shall give ASTERRA prompt written notice
of such request. ASTERRA shall have seven (7)
days from the date it receives such notice to
provide evidence of a statutory exemption under
applicable law sufficient to protect the
information or obtain a protective order or
equivalent from a court of competent
jurisdiction. If information is disclosed pursuant
to a request under OPRL, Client will take
reasonable steps to limit any such provision of
Confidential Information to the specific
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information requested. The parties understand
and agree that the failure by ASTERRA to timely
respond to the notice provided by Client may
result in the disclosure of the requested
information pursuant to OPRL.
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 Services 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 Services 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 malfunctions 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,
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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.
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. THIS
LIMITATION SHALL NOT APPLY TO THE
INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 10.4.1.
10.3 EXCLUSION OF CONSEQUENTIAL
DAMAGES. NEITHER PARTY SHALL NOT BE LIABLE
TOWARD THE OTHER, 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 THE PARTY
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HAS BEEN 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,
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. To the
extent permitted by the Oregon Tort Claims Act,
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 or 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. The Client’s indemnification
obligation shall not apply to ASTERRA’s
subcontractors and shall exclude any
consequential damages.
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 the 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 consent shall not be unreasonably
withheld), to settle any such claim in a manner
that does not unconditionally release the
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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 commences 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
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 indebtedness, 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, reorganization, 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 substantial
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.
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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 governing
law of Oregon with venue in the Washington
County Circuit Court or, for federal claims, the US
District Court of Oregon in Portland. 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) laws 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 provision. 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, superseding 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, or acknowledgment from
either party) shall be null, void and of no effect
on either party.
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ANNEX A – AREA OF INTEREST
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ANNEX B - CSM SERVICES DESCRIPTION LIST AND SLA
Tier: Advise
Standard Features:
• System-Wide Premium 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. Each list can be prioritized based on piping attributes (pipe type, age, pressure, etc.) if
available and provided by the client.
• Customer Portal and Performance Dashboard (6 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 (6 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.
• Pipe Deficiency Map (MasterPlan) – ASTERRA will provide each customer with a MasterPlan
pipe deficiency analysis/map which scores pipe segments on a 1 -5 scale, from a low level of
deficiency observed to high levels of deficiency. MasterPlan is compatible with all GIS-based
asset planning model tools and easily integrates with attribute data such as pipe age, material,
and previous leak repair work orders providing a valuable layer of refinement to pipe
replacement planning models or water system master plans.
• Esri ArcGIS Field Maps Compatibility - ASTERRA will provide support with the integration of Esri
ArcGIS Field Maps and the ASTERRA Recover product including technical implementation
assistance and identification of potential use cases.
• Personal Success Manager – An ASTERRA success manager is assigned to your account to
provide reviews, updates, troubleshooting, and other services via monthly virtual meetings.
Additional Services available to the customer include:
Subcontracted Leak Detection Services - ASTERRA will provide the services of a preferred leak detection
vendor subcontracted for a 15-days/120-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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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 (csm@ASTERRA.io), 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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City of Tigard Contract 32400059
The following provisions are incorporated into the terms of the Agreement. In the event of a
conflict between these provisions and any other part of the Agreement, these provisions shall
govern.
1. Contractor has the power and authority to enter into and perform this Agreement.
2. This Agreement, when executed and delivered, is a valid and binding obligation of
Contractor, enforceable in accordance with its terms.
3. Contractor and subcontractors have all of the rights, licenses, permits, qualifications and
consents necessary to: 1) perform Contractors obligations under this Agreement, 2)license
the product to the City as provided under this Agreement, and 3) assign the product or work
product as provided in this Agreement.
4. INCORPORATION OF OREGON STATUTES. ORS 279B.220, 279B.230 and 279B.235
are incorporated into this Agreement by reference and as applicable.
5. TAX COMPLIANCE CERTIFICATE. By executing this Agreement, the undersigned
certifies under penalty of perjury that he or she is authorized to act on behalf of Contractor
and that, to the best of the undersigned’s knowledge, Contractor is not in violation of any
Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax
imposed by ORS 401.792 to 401.816, chapters 118, 314,316,317,318,323, ORS 310.630 to
310.706; and any tax provision imposed by a political subdivision of this state.
6. FUNDS AVAILABLE AND AUTHORIZED, NON-APPROPRIATION OF FUNDS.
Contractor recognizes that the funding of goods and services pursuant to this Agreement is
subject to annual appropriation by the City Council as required by the Oregon Local Budget
Law, ORS 294.323 and related provisions, which appropriation may not be made in
subsequent fiscal years.
7. INSURANCE.
a. Required Coverage. At all times during the Agreement Term, Contractor will
maintain, at its sole cost and expense, insurance coverage in the following types and
amounts:
i. Commercial General Liability with limits no less than $1,000,000 per
occurrence and $2,000,000 in the aggregate, including bodily injury and
property damage and products and completed operations, and contractual
liability coverage insuring the activities of Granicus under this Agreement.
ii. Cyber Liability Insurance, including first party and third-party coverage, with
limits no less than $1,000,000 per occurrence and $1,000,000 in the aggregate
for all claims each policy year.
iii. Commercial Automobile Liability with limits no less than $1,000,000 each
occurrence combined single limit of liability for bodily injury, death, and
property damage, including owned and non-owned and hired automobile
coverages, as applicable.
iv. Worker’s Compensation and employers’ liability insurance with limits in the
minimum amount required by applicable law for each accident and
occupational illness claim.
b. Additional Insured Provision. All required insurance policies, other than Workers’
Compensation must name the City of Tigard, its officers, employees, agents, and
representatives as additional insured with respect to this Agreement.
c. Insurance Carrier Rating. Coverages provided by Contractor must be issued by
insurance companies with a Best’s Rating of no less than A-VII. City reserves the
right to reject all or any insurance carrier(s) with an unacceptable financial rating.
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