Water System Agreement

Water System Agreement

This Water System Agreement ("Agreement") is entered into by and between:

Provider Name:    Provider Address:

Customer Name:    Service Location:

RECITALS

WHEREAS, Provider operates, maintains, and supplies potable water systems and related infrastructure and possesses the experience, personnel, and equipment necessary to provide the services described herein; and

WHEREAS, Customer desires Provider to furnish operation, maintenance, repair, and limited capital services for the water system located at the Service Location under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Services include, without limitation: operation and monitoring of pumps and treatment equipment; routine preventive maintenance; emergency response and repair; sampling and reporting required by applicable law; meter reading and customer billing support as agreed; and coordination of capital repairs when necessary. Provider shall perform services in a professional manner consistent with industry standards and applicable regulatory requirements.

RESPONSIBILITIES; ACCESS

Provider Responsibilities: Provider shall maintain appropriate staffing, perform scheduled maintenance, maintain operational logs, and notify Customer promptly of any conditions that may materially affect water quality or system reliability.

Customer Responsibilities: Customer shall provide reasonable and safe access to the system, ensure payment for services as set forth herein, timely provide information required by Provider, and obtain any third-party permits or easements necessary for Provider’s performance.

PAYMENT TERMS

Invoices are due and payable according to the Payment Schedule. Amounts unpaid beyond the due date are subject to the Late Payment Fee and collection costs, including reasonable attorney fees. Provider may suspend non-emergency services if Customer fails to pay undisputed amounts after ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured after thirty (30) days' written notice, except where a longer cure period is required by law or the nature of the breach.

CONFIDENTIALITY

Each party shall maintain in confidence all proprietary and non-public information received from the other party in connection with this Agreement and shall not disclose such information except to employees, contractors or regulatory authorities as necessary for performance or as required by law. Confidential information shall not include information that is or becomes publicly available through no fault of the receiving party, or information independently developed by the receiving party without reference to the disclosing party’s confidential information.

INSURANCE; INDEMNIFICATION

Provider shall maintain insurance with limits customary for the industry, including commercial general liability and worker's compensation. Provider agrees to indemnify and hold harmless Customer from claims arising from Provider’s negligent performance, except to the extent caused by Customer’s negligence or willful misconduct. Customer shall indemnify Provider for claims arising from Customer-provided equipment or actions.

COMPLIANCE WITH LAWS; REGULATORY REPORTING

Provider will perform services in compliance with applicable federal, state, and local laws, rules, regulations, and permits. Provider shall prepare and submit routine regulatory reports as agreed and shall promptly notify Customer of any noncompliance or enforcement actions affecting the system.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, or punitive damages. The parties' aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. No modification or waiver shall be binding unless in a written instrument signed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

MISCELLANEOUS PROVISIONS

Force Majeure: Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, acts of government, or labor disputes, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

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