HomeMy WebLinkAboutWaterTrax USA - Water Quality and Operating Data - 2014WaterTrax USA, Inc.
Customer Service Agreement
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Between:
City Of Fresno, Dept. Of Public Utilities, Water
Division
1910 E. University Ave.
Fresno, CA 93703-2988
Vy'aterTrax USA Inc.
1420 - 5'h Ave, Suite 2200
Seattle, WA 98101
USA
-and-
WaterTrax USA, Inc. ("WaterTrax") provides its online data-management service for water quality and operating data
presently located at www.watertrax.conr ("the Service") to the City of Fresno, a California municipal corporation,
("Subscriber") upon the terms and conditions set out below. By using the Service, Subscriber agrees to abide by the terms
of this Customer Service Agreement ("Agreement").
l. Services and Payment. WaterTrax hereby agrees to provide the Service and Subscriber agrees to pay the
Subscription Fee (the "Fee"), all as outlined in Schedule A, and as provided in the proposal document dated June 9,
2014 provided to the Subscriber (the "Proposal"). The parties can agree from time to time to vary the Service offered
or the Fee, provided that such agreement is in writing. In addition, WaterTrax will provide Technical Support Services
("Support") as outlined in Schedule C, and after sales service consisting of Implementation and Training Services as
outlined in Schedule D.
License. WaterTrax grants Subscriber a non-exclusive, non-transferable, limited license (l) to access and use the
Service and WaterTrax data ("WaterTrax Data") and (2) to post Subscriber's data ("subscriber's Data") to the Service,
and (3) to use the WaterTrax Data solely with respect to Subscriber's water systems, facilities and sampling points, as
outlined in Schedule A. Subscriber's Data shall include all information provided through configuration of the Service,
and laboratory and operational readings submitted by Subscriber, or by any party authorized by Subscriber to submit
Subscriber's Data to the Service.
Registered Users. Subscriber's license to the Service entitles Subscriber to designate a limited number of Registered
Users ("Users") to access the Service as listed in Schedule B. Each User shall be assigned a Login ldentification,
which will include a username and password. All Users of the Service are subject to all the terms and conditions of
this Agreement. Subscriber is responsible for all access to the Service and use of the Data by Subscriber's personnel or
designated Users, whether or not Subscriber has knowledge ofor authorizes such use. Subscriber shall assign to the
Users one of the permissions levels as outlined in Schedule B. Subscriber is responsible for ensuring that all relevant
contact information of the Users (such as legal names, email addresses, telephone numbers, etc.) is correctly set-up in
the Service. WaterTrax shall have the right at all times to ensure that the number and identity of Users is limited to
those specifred in Schedule B, It is not permissible to share Login Identifications between individuals or transfer Login
Identifications to other parties without prior written permission of WaterTrax.
Lab Authorization. lf some or all of the Subscriber's Data will be posted to the Service by a third party Laboratory,
then Subscriber agrees to forward and have each Laboratory sign Laboratory Authorization as per Schedule E.
Subscriber shall forward a signed copy of each Lab Authorization by mail, fax, or email to WaterTrax.
Technical and Administrative Contacts. The names of Subscriber's technical and administrative contacts (the
"Subscriber's Representatives") for all communications between Subscriber and WaterTrax pertaining to this
Agreement are set out in the attached Schedule B. Subscriber represents that the Subscriber's Representatives have
the power to act on behalf of Subscriber with respect to this Agreement. Subscriber may change these contacts by
providing written notice to Vy'aterTrax.
Compliance with Law. In providing the services required under this Agreement, WaterTrax shall at all times comply
with all applicable laws of the United States, the State of California and Subscriber, and with all applicable regulations
promulgated by Federal, State, regional, or local administrative and regulatory agencies, now in force and as they may
be enacted, issued, or amended during the term of this Agreement.
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WaterTrax USA, lnc.
Customer Service Agreement
Term. This term of this Agreement is detailed in Schedule A.
Intellectual Property, rilaterTrax, the WaterTrax logo and other WaterTrax logos and product and service names are
trademarks of Vy'aterTrax (the "WaterTrax Marks"), whether or not registered. Without WaterTrax prior permission,
Subscriber agrees not to display or use, in any manner, the WaterTrax Marks.
Subscriber acknowledges and agrees that the Service, the interface to it (including without limitation data entry screens
and reports generated by the Service) and all software used in connection with the Service contain proprietary and
confidential information that is protected by applicable intellectual properlry and other laws. Subscriber agrees not to
use such property, including without limitation trade-marks, patents and other intellectual propefy of WaterTrax
except as expressly authorized by this Agreement. Except as expressly authorized by WaterTrax, Subscriber agrees
not to modifl, rent, lease, loan, sell, distribute or create derivative works or businesses based on the Service, in whole
or in part.
Warranty and IndemnifÏcation. WaterTrax warrants that the materials, equipment, devices or processes (including,
without limitation, any software or components of any database system) provided by WaterTrax are free from
trademark, copyright and patent infringements. WaterTrax shall indemnifu and hold harmless, protect and defend
Subscriber and each of its officers, officials, employees, agents, and volunteers, at WaterTrax' sole cost and expense
ÍÌom and against all claims arising from all suits of law or actions of every nature for or on account of the infringement
of any patents, trademarks or copyrights by reason of the use of any proprietary materials, equipment, devices or
processes, originally incorporated, or provided and used, by WaterTrax in the performance of the work or services
provided under this Agreement.
Prohibited Uses. Subscriber agrees not to access the Service by any means other than through the interface that is
provided by WaterTrax for use in accessing the Service. Subscriber shall not access the Service for the purpose of
data mining or extracting content from the Service beyond Subscriber's end use. Subscriber shall not resell the
WaterTrax Data or Service to third parties, in whole or in part. Without limiting the generality of the foregoing,
Subscriber shall not use the Service except for its own Subscriber's Data. Subscriber may not use the Service or
WaterTrax Data for any purpose not expressly provided for in this Agreement.
The Service has been designed so that each Subscriber's Data can only be accessed by that Subscriber (including
Subscriber's Users) so that each User can access only the information to which it is entitled as determined by
Subscriber. Subscriber agrees that it will not attempt to access, download, copy or otherwise use any information
provided by the Service that Subscriber is not authorized to access, and Subscriber agrees to ensure that each
individual User authorized by Subscriber does not do so or attempt to do so. If, however, Subscriber or any User
authorized by Subscriber does access, receive or otherwise obtain any such unauthorized information, then Subscriber
agrees to treat such information as strictly confidential and promptly noti! WaterTrax, and not to download, copy,
transmit or otherwise use any of such unauthorized information, except as may be expressly authorized by Vy'aterTrax.
Privacy. ÌWaterTrax will at all times comply with the Privacy Policy as posted on its website at www.watertrax.conr.
Security. WaterTrax will maintain the Service at a reputable third party Internet service provider and hosting facility,
where commercially reasonable security precautions are taken to prevent unauthorized access to the Service.
Subscriber acknowledges that, notwithstanding such securþ precautions, use of, or connection to the Internet provides
the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Service
and Subscriber's Data. ACCORDINGLY, WATERTRAX CANNOT AND DOES NOT GUARANTY THE
PRIVACY, SECURITY, OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OR STORED IN
ANY SYSTEM CONNECTED TO THE INTERNET.
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WaterTrax USA, lnc.
Gustomer Service Agreement
13. Rights in Data. All property rights in the Subscriber's Data that is provided by Subscriber, or by any party authorized
by Subscriber to submit data to the Service, including without limitation copyrights, are and shall continue to be the
exclusive property ofSubscriber. Subscriber acknowledges and agrees that V/aterTrax may disclose Subscriber's Data
if required to do so by law or with prior written consent of the Subscriber. WaterTrax may provide statistical
information, using Subscriber's data, to third parties, but such information will not include personally identif,ing
information. WaterTrax may access Subscriber's Data to respond to service or technical problems with the Service.
WaterTrax shall retain Subscriber's Data for a period of thirty (30) days after expiration or termination of this
Agreement. After thirty (30 days), Vy'aterTrax may delete and destroy all Subscriber's Data without notice or further
liability to the Subscriber.
WaterTrax reserves the right to establish (and notif the Subscriber of) a maximum amount of memory or other
computer storage and a maximum amount of Subscriber's Data that Subscriber may post, store, or transmit on or
through the Service.
Responsibility. Subscriber will ensure that all information submitted to the Service by Subscriber, or by any party
authorized by Subscriber to submit Subscriber's Data to the Service, complies with current data format requirements
specified by WaterTrax, and that all parties having an interest in such information have consented to the information
being submitted. Failure to comply with data formats may see Subscriber's Data rejected, or improperly posted or
acted upon. Subscriber shall, at all times, ensure that all appropriate user and default settings have been selected.
Subscriber also acknowledges that WaterTrax does not check user or default settings or Subscriber's Data posted to
Subscriber's database flrle for accuracy. Subscriber is responsible for all access to the Service and use of the
Subscriber's Data by Subscriber's personnel or the use of Subscriber's account, whether or not Subscriber has
knowledge of or authorizes such use. Subscriber and Users shall maintain the confidentiality of password and account
log-in identification.
Indemnification. Each of WaterTrax and Subscriber shall indemniff, hold harmless and defend each other and their
respective officers, officials, employees, agents and volunteers from any and all loss, liability, fìnes, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury,
death at any time and propefly damage) and from any and all claims, demands and actions in law or equity (including
attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out ofthe negligence or
material default of the other party in the performance of this Agreement.
If WaterTrax should subcontract all or any portion of the work to be performed under this Agreement, WaterTrax
shall require each subcontractor to indemni$, hold harmless and defend Subscriber and each of its offrcers, officials,
employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
Dealing with Third Parties. Subscriber's correspondence or business dealings with third parties accessed through the
Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between Subscriber and such third parties. Subscriber agrees
that V/aterTrax is not responsible or liable for any loss or damage of any sort incurred as the result of any such
dealings.
The Service may provide, or third parties may provide, links to other V/orld V/ide Web sites or resources. Because
WaterTrax has no control over such sites and resources, Subscriber acknowledges and agrees that WaterTrax is not
responsible for the availability ofsuch external sites or resources, and does not endorse and is not responsible or liable
for any content, advertising, products, or other materials on or available from such sites or resources. Subscriber
further acknowledges and agrees that WaterTrax shall not be responsible or liable, directly or indirectly, for any
damage or loss caused or alleged to be caused by or in connection with use ofor reliance on any such content, goods
or services available on or through any such site or resource.
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WaterTrax USA, Inc.
Gustomer Service Agreement
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t7.Warranty.
WaterTrax warrants that:
(I) It has the power, authorþ and capacity, and has received all necessary authorizations and approvals, to enter into
this Agreement, (If it owns or has all rights in and to the intellectual properly rights in the Service necessary to grant
the licenses granted in this Agreement, (III) the use of the Service in accordance with the terms of this Agreement does
not , and will not infringe on the intellectual property rights of a third paúy, (IV) the Service will conform to the
written descriptions that have been provided to the Subscriber as are set out in the Schedules to this Agreement and
that are found at www.watertrax.com at the date of this Agreement, (V) WaterTrax will take all reasonable steps to
ensure the Service will be free of viruses, malicious codes and spy-ware throughout the term of this Agreement, (Vf
WaterTrax will undertake all reasonable efforts to correct any material errors in the service.
Disclaimer and Limitation of Liability.
EXCEPT AS PROVIDED IN THE WARRANTY ABOVE SUBSCRIBER EXPRESSLY UNDERSTANDS AND
AGREES THAT:
SUBSCRIBER'S USE OF THE SERVICE IS AT SUBSCRIBER'S SOLE RISK. THE SERVICE IS PROVIDED ON
AN "AS IS" AND "AS AVAILABLE'' BASIS.
V/ATERTRAX MAKES NO REPRESENTATION OR V/ARRANTY THAT (I) THE SERVICE WILL MEET
SUBSCRIBER'S REQUIREMENTS, (ID THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE
ACCURATE OR RELIABLE, (IV) THE PERFORMANCE OF THE INTERNET WILL BE UNINTERRUPTED OR
PERFORM AT SPECIFIED RATES, (V) SUBSCRIBER'S INTERNET SERVICE PROVIDER V/ILL PROVIDE
UNINTERRUPTED SERVICE OR PERFORM AT SPECIFIED RATES, AND (VI) SUBSCRIBER'S EMAIL
SERVICE WILL PERFORM AS WARRANTED.
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT WATERTRAX SHALL NOT BE LIABLE
FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE,
SUBSCRIBER'S DATA, BODILY INJURY OR PROPERTY DAMAGE, FAILURE TO REALIZE EXPECTED
SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN IF WATERTRAX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (D THE USE OR THE INABILITY TO USE THE
SERVICE; OD TNVALID DESTINATIONS, TRANSMISSION ERRORS, OR UNAUTHORIZED ACCESS TO OR
ALTERATION OF SUBSCRIBER'S TRANSMISSIONS OR SUBSCRIBER'S DATA.
NO CLAIM, REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY EITHER PARTY MORE
THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING
IT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IWATERTRAX LIABILITY TO
SUBSCRIBER PURSUANT TO THIS AGREEMENT, INCLUDING LEGAL FEES AND AV/ARDABLE COSTS,
SHALL NEVER EXCEED THE AMOUNT PAID BY SUBSCRIBER TO WATERTRAX FOR THE USE OF THE
SERVICE IN THE PREVIOUS TWELVE MONTHS.
19. After Sales Service - The after sales services as outlined in Schedule D will be performed as a condition of this
contract. If after sales services are performed on-site at the Subscriber's place of business, due to staff availability,
these services may be performed by professional staff employed by WTRX Holdings Inc., a related Canadian
corporation offering the same services as WaterTrax USA Inc.
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Gustomer Service Agreement
Termination for Breach: Upon the occurrence of any of the following events: (i) the other party materially breaches
or defaults in any of the material terms or conditions of this Agreement, (ii) the other party makes any assignment for
the benefit of creditors, is insolvent or unable to pay its debts as they mature in the ordinary course of business, or (iii)
any proceedings are instituted by or against the other party in bankruptcy or under any insolvency laws or for
reorganization, receivership or dissolution, then the non-defaulting party may give the other party written notice of
such default and an opportunity to cure the default within thirry (30) days after receipt of such notice, failing which the
non-defaulting party may cancel this Agreement without notice.
Effect of Termination: Notwithstanding the foregoing, upon termination WaterTrax shall provide reasonable
assistance to Subscriber in the migration of its Subscriber's Data as reasonably requested by Subscriber. Subscriber
agrees to pay in advance for all such services rendered to Subscriber (data migration fees shall not be assessed if
WaterTrax is the party in breach). Subscriber shall pay WaterTrax all other accrued and unpaid fees concurrently with
giving notice of termination.
Insurance: WaterTrax will comply with the insurance requirements as outlined in Schedule G. In addition, in the sole
event of non-appropriation relating to this Agreement, Subscriber shall have the right to terminate this Agreement at
the end of any Subscriber's Fiscal Year, in the manner and subject to the terms specified in this paragraph. C
Subscriber shall endeavor to give written notice of such termination not less than thirty (30) days prior to the end of
such Fiscal Year, and shall notifu CSC of any anticipated termination. For purposes of this Agreement, "Fiscal Year"
shall mean the twelve month fiscal period of the Subscriber which commences on July I in every year and ends on the
following June 30. For purposes of this paragraph, "non-appropriation" shall mean the failure of the City of Fresno or
its governing body to appropriate money for any Fiscal Year of the City of Fresno sufficient for the continued
performance of this Agreement by Subscriber.
Publicity. WaterTrax may use Subscriber's name as part of a general list of customers and may refer to Subscriber as
a user of the Service in general advertising and marketing materials. Eachparfy shall obtain the other's permission
prior to using the other party's name for any other marketing or promotional purposes. The parties agree that any
press release or other public comments issued by either party relating to this agreement will be prepared jointly
between WaterTrax and the Subscriber.
Force Majeure. Neither party is liable for any delay, intemrption or failure in the performance of its obligations if
caused by acts of God, war (declared or undeclared), fire, flood, storm, slide, earthquake, power failure, inability to
obtain equipment, supplies or other facilities not caused by a failure to pay, labour disputes, or other similar event
beyond the control ofthe party affected which may prevent or delay such performance, Ifany such act or event occurs
or is likely to occur, the party affected shall promptly notifl the other, giving particulars of the event. The parfy so
affected shall use reasonable efforts to eliminate or remedy the event.
Notices. All notices required to be given to WaterTrax shall be given to WaterTrax as set out in the Schedule B. Any
notice required to be given by WaterTrax may be given by e-mail to the address of Subscriber's Technical and
Administrative Contact.
Counterparts/Facsimile. This agreement may be executed in two counterparts, each of which will be deemed to be an
original, and both of which together shall constitute one agreement. This Agreement may be executed via facsimile.
Sole Agreement. This Agreement constitutes the sole agreement between the parties, and without limiting the
generality of the foregoing the Terms of Service contained on WaterTrax web-site www.watertrax.com, or any
amendment or substitution of them, do not form part of any contract between Subscriber and WaterTrax.
Governing Law and Venue. The laws of the State of California govern this Agreement and all disputes arising out of
it shall be submitted to a court of competent jurisdiction. Venue for the purposes of the filing of any action regarding
enforcement or interpretation of this agreement, and any rights and duties hereunder shall be Fresno County,
California.
Assignment. This Agreement may not be assigned by Subscriber without WaterTrax' consent, such consent not to be
unreasonably withheld.
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WaterTrax USA, lnc.
Customer Service Agreement
General Provisions. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of
any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in
writing duly executed by the party to be bound. This Agreement is binding upon the successors to and permitted
assigns ofthe parties,
Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed
or held in any way to explain, modifo or add to the interpretation or meaning of the provisions of this Agreement.
Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision
in this Agreement shall not affect the other provisions.
Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of
the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the
terms in accordance with their generally accepted meaning
Attorney's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any
term, covenant or condition of this Agreement, the prevailingparty in such proceeding or action shall be entitled to
recover from the other party its reasonable attorney's fees and legal expenses.
Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference,
Precedence of Documents. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this Agreement shall control
and take precedence over the terms and conditions expressed within the Exhibit or Attachment. Furthermore, any
terms or conditions contained within any Exhibit or Attachment hereto which purport to modifl the allocation of risk
between the parties, provided for within the body of this Agreement, shall be null and void.
Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.
No Third Party Beneficiaries. The rights, interests, duties and obligations defined within this Agreement are intended
for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the
contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the
interest ofany third parties.
Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this
Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the
subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be modified only by written instrument duly authorized and executed by both Subscriber and
WaterTrax.
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WaterTrax USA, Inc.
Gustomer Service Ag reement
IN V/ITNESS V/HEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above
written.
CITY OF FRESNO,
A California municipal corporation
Name: Gary Watahira
Title: Purchasing Manager
Department: Finance DepartmenVPurchasing
Department: Public Utilities, Water Division
ATTEST:
WONNE SPENCE, CMC
City C
By:
Deputy
APPROVED AS TO FORM:
Dat
Addresses:
CITY:
City of Fresno
Attention: Robert Little
Water System Supervisor
1910 E. University Ave
Fresno, CA, 93703
Phone: (559) 621 5355
FAX: (559) 457 1440
WATERTRAX USA,INC.
ErN 75-3053215
By:
Name:
Title:General Manager, Secretary and Treasurer
GONSULTANT:
WaterTrax USA, lnc.
Attention: James Griffiths
General Manaoer
Suite 2200, lizo stn Avenue
Seattle, WA, 98101
Phone: (604) 630 3702
FAX: (604) 484 8669
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WaterTrax USA, Inc.
Gustomer Service Ag reement
Attachments:
1. Schedule A - Description of Service and Payment Terms
2. Schedule B - Registered Users
3. Schedule C-Technical Support Services
4. Schedule D - Implementation and Training Services
5. Schedule E - Laboratory Authorization
6. Schedule F - Description of Service
7. Schedule G - Insurance
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Schedule A
Description of Service and Payment Terms
l. Description. WaterTrax Service - providing an online data management solution to keep track of water quality and
operating data for water systems.
2. Effective Date and Term. This Agreement comes into effect on the date the training takes place or the date stated on
the first invoice if later, and shall be considered the date the Service is available to the Subscriber. The Agreement
continues for a period of one ( I ) year.
3. Payment Terms. In consideration of the use of the Service, Subscriber shall pay WaterTrax the Subscription Fee for a
period of one (l) year stated below on the Effective Date. Any applicable taxes are not included in this fee.
4. Subscription Fee for Water Systems/Facilities under Agreement. The Subscriber agrees to pay the Subscription
Fee for use of the WaterTrax Information Management Modules listed in the table below for one (l) water system
serving a total population of approximately 510,000.
Module Subscription Fee
Drinkins Water Data Manasement $20,000
Sampline Planner Module $4,000
Comolaint Manasement Module $2,000
Maooins Module No fee
Total Subscriotion Fee $26,000
Subscriber acknowledges that changes in the information above and in Schedule B (number of water systems, serviced
populations, number of users) may require adjustments in pricing. Subscriber certifies that the information is accurate
and agrees to noti$ WaterTrax of any material change in the information.
5. Late Fees. If any payment due under this Agreement is more than 30 days overdue, 'WaterTrax may charge interest at
the rate of 1.5%o per month.
6. Modifications. WaterTrax may from time to time modif, or enhance the Service. WaterTrax will endeavour to give
Subscriber notice of this. Unless explicitly stated otherwise, any new features that augment or enhance the Service are
subject to the terms of this Agreement. WaterTrax is not responsible for the installation, configuration or maintenance
of the Subscriber's LAN or WAN or software associated with such networks, or any third pafty network or connection
such as provided by Subscriber's internet service provider required in order to access and use the Service. WaterTrax
reserves the right to intemrpt access to the service from time to time for regular maintenance, and will endeavour to
give Subscriber notice ofsuch scheduled maintenance.
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Schedule B
Registered Users
l. Registered Users
2. Subscriber Technical and Administrative Contacts
3. WaterTrax Technical and Administrative Contacts
Title Number of Resistered Users Functionality in the Service
Administrator 2
¡ Set account preferences
o Add/edildelete users with any permission level
o Evervthins below
Owner 0
o Add/edildelete users with permission levels of System
User, Data User or Viewer
o EveMhins below
System User
o Add/edildelete water system data such as facility,
sampling point, and measurement information
(including Alert levels for measurements)
o Set/Edit Global Alerts (and individual LDX alerts at
sampling pts)
¡ SelEdit Report Comparisons
¡ Generate/PrinVSave/ExportManagementReports
o Evervthins below
Data User l0 a Add/edildelete data records
Everythine belowa
Viewer J
o View water system data and data records
o View Information
¡ Receive email and onscreen alerts
Total 2l
Note: The number of each user type can be adjusted as long as the total number of users remains the same
Name Title Contact Details
Bob Liftle Water Quality Supervisor P: (ss9) 62t-s3ss
Email: bob.little@fiesno. gov
Name Contact Details
Technical Support P: I 866 8122233
Email: s uppott@watcrtrax. com
Administrative
James Griffiths, General Manager
P: I 866 8122233
Email : iarnes. griffi ths@watertrax.conr
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Schedule G
Technical Support Services
Suooort Service Descrintion Price
l. Phone and Email Support
for authorized users (A)
Telephone support available from 8:00 AM to
5:00 PM PST, Monday to Friday excluding
holidays.
P: 1 866 8122233 (Ext 8593)
Email: support@watetrax,com
Included
l. Technical Support Services. WaterTrax shall provide Technical Support Services as described below.
(A) Authorized users are those who have received appropriate training in the use of the Service by V/aterTrax
personnel or a User with equivalent experience.
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Schedule D
lmplementation and Training Services
l. Initial Setup and Training. Upon completion of initial setup and training, WaterTrax shall invoice the Subscriber
$9,900 plus training expenses (estimated to be approximately $1,800) for the following scope of work
Project initiation / management.
Establishing and configuring your WaterTrax account
Training
Initial quality control audit of your lab data uploads
Sampling Planner setup and training
Complaint Management setup and training
Mapping setup and training
Historical data upload
Any additional materials, living and travel expenses will be invoiced at standard rates and based on actual
disbursements. Any applicable taxes are not included in these fees.
2, Additional Training Services - Existing Users. WaterTrax is available to provide specific training to existing Users
of the Service at the request of the Subscriber. Such services will be charged based upon the requested scope of
training services at the current WaterTrax Professional Services rates.
3. Additional Training Services - New Users. If new Users are added to the Subscription, they will require to be
trained. Vy'aterTrax is available to provide training to new Users of the Service and such training will be provided at
the current Vy'aterTrax Professional Services rates.
4. Historical Data Upload - WaterTrax is available to provide professional services to configure the upload file and
upload historical data into your WaterTrax database at the request of the Subscriber. Such services will be charged
based upon the requested scope ofhistorical data upload at the current WaterTrax Professional Services rates.
5. Custom Development - WaterTrax can provide custom development services to enhance/modif, the WaterTrax
Service to meet the specifÌc needs of the Subscriber at your request. Such services will be charged based upon the
requested scope of Custom Development at the current WaterTrax Professional Services rates
6. Account Audits / QC - Following the initial quality control audit, WaterTrax is available to provide follow up audits
ofyour account setup .and lab data uploads to ensure consistent database setup and data entry procedures are in place
and being followed by your users. Such services will be charged based upon the requested scope and frequency ofthe
audits at the current WaterTrax Professional Services rates.
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Schedule E
Laboratory Authorization
To:
Date:/{Jr-tv t?
You are hereby requested to submit water quality test reports in their entirety (i.e. analytical results for all analytes tested
for all samples submitted) to the Service using the WaterTrax report file standard when test samples have been submitted to
you and are identified with WaterTrax tracking information. The Undersigned hereby designates you as a User of the
Servìce and you are hereby authorized to access and use the Service on our behalf solely for the purpose of posting our
water quality data to the Service. You are authorized to make arrangements with WaterTrax with respect to the posting of
our data, file formats, and other posting protocols and procedures. You are responsible for the accuracy and completeness
of submitted reports to us through the Service.
You are hereby authorized to provide copies of our laboratory reports to WaterTrax in hardcopy or electronic form for
purposes of data transfer quality control, upon the request of WaterTrax.
We have agreed with WaterTrax that the intellectual properfy in the Service belongs to WaterTrax and we will not use all or
any part of it except as expressly authorized, and that if any information or Data is made available to us we will treat it as
strictly confidential. By acting under this authorization, you agree to do the same. By requesting data transfer to
WaterTrax, we are accepting certain methodologies and presentation formats (including anal¡e and unit names) that are
used in the Service.
This authorization is not intended to change the terms of our relationship with you, and does not change any pre-existing
reporting procedures that we have established with you, particularly with respect statutory obligations and to warnings that
you may give us with respect to potentially hazardous conditions. If you have any questions about this, please contact us
directly.
This authorization may be revoked at any time by notice in writing delivered to you.
You agree to indemniff and hold harmless WaterTrax against any liability or claim of any person that is attributable to the
improper use of the Service by you.
The Service is provided on an "as is" and "as available" basis. WaterTrax liability to us (and you) is contractually limited.
Please sign and return a copy to our attention.
"Subscribertt ACKNO\ryLEDGED by Laboratory
ßse Ass ¿.^^þqù ¡V.s,'/
Company
(,.e, n rÀ-À C.r;\tl
Date
Page 13 of 16
Schedule E
Laboratory Authorization
DEFINITIONS
"Data" means information posted on the Service with respect to a Subscriber's water system.
"Subsçriber" means a party that has contracted with WaterTrax to use the Service.
"[Jser" means a registered user designated by Subscriber to açcess the Service.
"WaterTrax" means WaterTrax USA, Inc,, a company incorporated in the State of Washington.
Page 14 of 16
Schedule G
Insurance
The WaterTrax Software Solutions are a web-based centralized information system, which enables the management of
drinking water, wastewater (including biosolids), source control / pretreatment, stormwater and/or environmental
monitoring information over the internet. The Service is fully hosted, operated, and maintained by V/aterTrax under the
subscription fee and includes technical and IT support for client staffand laboratories. The Service includes:
A consoìidated and stmctured database - Vy'aterTrax employs an intuitive data management architecture that is
configurable for consolidating all monitoring data collected by your organization. The database builds a history of the
information at each sampling point and provides system-wide information that is easy to locate, share, and understand.
Laboratory data transfer integration - The WaterTrax electronic data transfer format allows external analytical
laboratories to electronically transfer laboratory test data directly into your WaterTrax database without human
intervention. Each ofyour contract labs are able to log into a separate "lab" account to upload laboratory test data directly
into your WaterTrax database without having direct access to your account
lndustrial sclf-monitoring electronic data transfer integration - The WaterTrax electronic data transfer format allows
self-monitoring industries to electronically transfer their wastewater discharge monitoring results directly into your
WaterTrax database without human intervention. Each self-monitoring industry is able to log into a separate account to
upload their discharge data directory into your WaterTrax database without having direct access to your account.
Alerting and notification - WaterTrax provides an alerting mechanism for screening monitoring results. Data received
from field technicians, entered by operators or transmitted from laboratories are automatically checked against your defined
alert levels as soon as the data is entered into WaterTrax. Alert notifications are sent to appropriate personnel if results
exceed preset operating ranges.
Reports - WaterTrax provides a robust reporting engine that allows users to create ad-hoc reports in minutes or save
routine report templates for reproduction on a monthly, quarterly or annual frequency. Thousands ofhistorical records can
be exported into pdf or Excel spreadsheet or graphical format in a manner of minutes rather than days or weeks.
Sampling Planner Module- The WaterTrax Sampling Planner module automates the tracking of compliance with all your
sampling requirements. Sampling Planner can be set up to send e-mail reminders of upcoming sampling requirements and
alerts for missed samples and/or laboratory data uploads.
Mapping Module - The WaterTrax Mapping module integrates the familiar and easy-to-use Google mapping application
with your WaterTrax database allowing users to visually display sampling points, analysis results and alerts on a mapping
interface for quick system performance verification and root-cause analysis.
Complaint Mauagement Module - the V/aterTrax Complaint Management module allows users to record and maintain a
history of consumer complaints and operational incidents and map those complaints on the Google map interface for cluster
analysis.
Secure data, complete maintenance, and backup - WaterTrax employs industry standard practices for data security and
reliability and provides technical services to suppof and maintain the database.
Web-based - WaterTrax is web-based allowing easy access and sharing of information for all users from your own and
partner organizations. Information is accessible simultaneously by all authorized users anywhere they have internet access.
Page 15 of 16
Schedule G
Insurance
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Page 16 of 16