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HomeMy WebLinkAboutUtility Service Partners Private Label, Inc. - Marketing AgreementDocuSign Envelope ID: 9BA0CC3C-EC81-4D1 A-B210-36E3EI 2E6BF8 01 1 Xmvlllzrfl��� This MARKETING AGREEMENT ("Agreement") is entered into by and between the City of Yakima, Washington ("City"), and Utility Service Partners Private Label, Inc. d/b/a Service Line Warranties of America ("Company"), herein collectively referred to singularly as "Party" and collectively as the "Parties". This Agreement shall be effective on the last signature date set forth below ("Effective Date"). 111115RE411111 � ^ IF,, 03YIN TwIcX3 I w-! lot" City ("Property Owner"); and WHEREAS, City •- to offer Property Owners the opportunity, but not the obligation, to purchase a service plan and other similar products set forth in Exhibit A or as otherwise agreed in writing from time -to -time by the Parties (each, a "Product" and collectively, the "Products"); WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of the National League of Cities ("NLC") Service Line Warranty Program and has agreed to make the Pro NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows: 1. Purpose. City hereby grants to Company the right to offer and market the Products to Property Owners subject to the terms and • herein. The Parties intend only that the City help disseminate information on the opportunity. The City is not endorsing the service. All informational materials shall state that the City does not endorse the service. 2. Consideration. A. As consideration for such license, Company will pay to City a License Fee as set forth in • A ("License Fee") during the Term • this Agreement. The first payment shall be • by January 30th of the year following the conclusion of the first year of the Term. Succeeding License Fee • shall •- made • an annual •. • the Term, • and payable • January 30th of the succeeding year. City agrees to provide a completed Form W-9 to Company in • to facilitate proper payment • the License Fee. City will have the right, at its sole •- to conduct an audit, upon reasonable • and • normal business hours, of Company's r•f and records pertaining to any fees due under this Agreement while this DocuSign Envelope ID: 9BAOCC3C-EC81-4DIA-B210-36E3E12E6BF8 Is Lela 00 111111 W 014 a MOOR I UT-14•a to] Ir. B. In addition to the License Fees set forth in this Section, Company shall pay City a National League of Cities membership allowance ("NLC Allowance") as set forth in Exhibit A. Company will pay City NLC Allowances within thirty (30) days after the date such NLC Allowance becomes payable. C. Property Owners will receive proactive education on homeowner responsibility for sewer laterals. 3. Grant of License. City hereby grants to Company a non-exclusive license ("License") to use C City's branding ("Marks"), on marketing materials in accordance with Exhibit A to be sent to Property Owners from time to time, and to be used in advertising (including on the Company's website), all at Company's sole cost and expense and subject to City's prior review and approval, which will not be unreasonably conditioned, delayed, or withheld. Company's use of the Marks in accordance with this Agreement will not infringe any other party's rights. In the event that City extends a similar license to a competitor of Company during the Tenn and any Renewal Term of this Agreement, the City shall provide thirty (30) days' notice prior to such grant of license and Company may immediately terminate this Agreement. 4. Term. The term of this Agreement ("Initial Term") shall be for three (3) years from the Effective Date. The Agreement will automatically renew for additional one (1) year terms (each a "Renewal Term", and collectively with the Initial Term, the "Term") unless one of the Parties gives the other written notice at least ninety (90) days prior to end of the Initial Term or of a Renewal Term that the Party does not intend to renew this Agreement. In the event that Company is in material breach of this Agreement, the City may terminate this Agreement thirty (30) days after giving written notice to Company of such breach, if said breach is not cured during said thirty (30) day period. Beginning twelve (12) months after the Effective Date, City may also terminate this Agreement for any reason upon thirty (30) days' written notice to Company. Company will be permitted to complete any marketing initiative initiated prior to termination of this ." the other and this Agreement will terminate. 5. Confidentialily. Each party will treat all non-public, confidential and trade secret information received from the other party as confidential, and such party shall not disclose or use such information in a manner contrary to the purposes of this Agreement. Notwithstanding the foregoing, the City shall not be liable for any disclosure of confidential information that is required to be disclosed under any applicable public records act or under court order. City shall provide notice to Company prior to any such disclosure. 6. Code Change. The Parties understand that the pricing of the Products and compensation provided for in this Agreement are based upon the currently applicable City, municipal or similar codes. In the event Company discovers a code change, Company shall have the ability to reassess the pricing of this Agreement. DocuSign Envelope ID: 9BAOCC3C-EC81-4D1A-B210-36E3E12E6BF8 7. Indemnification. Company hereby agrees to indemnify, defend, and hold the City, its elected and appointed officials, officers, employees and agents (collectively or individually, "Indemnitee") harmless from and against any and all third party claims, damages, losses, expenses, suits, actions, decrees, judgments, awards ' reasonable attorneys' fees and court costs (individually or collectively, "Claim"), which an Indemnitee may suffer or which may be sought against or are recovered or obtainable from an Indemnitee, as a result of or arising out of any breach of this Agreement by the Company, or any negligent or fraudulent act or omission of the Company in the performance of services under the Products; provided that the applicable •' notifies Company of any such Claim within a time that •f' not prejudice the ability of Company to defend against such Claim. Any Indemnitee hereunder may participate in its, his, or her own defense, but will be responsible for all costs incurred, including reasonable attorneys' fees, in connection with such participation in such defense. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third ♦r The provisions • this Section • survive the termination or expiration of this Agreement. 8. Nondiscrimination. During the performance of this Agreement, Company shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, or any other classification protected ♦ federal, state • local law. This provision shall include, • not • limited • the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates • ♦ • other • of compensation, selection for training, and the provision of services under this Agreement. 9. No Empl2yment Relationship. Company understands and expressly agrees that no employment relationship or independent contractor relationship arises from this Agreement. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, independent contractor, partnership, or agency between Company, any officer, employee, volunteer or agent thereof, and the City. Company shall not make any written statement that the City !• the Products. 10. Notice. Any notice required to be given hereunder shall be deemed to have been given wh notice is (i) received by the Party to whom it is directed by personal service, (ii) sent by electronic mail (provided confirmation of receipt is provided by the receiving • • deposited as registered or certified mail, return receipt requested, with the United States Postal Service, addressed as follows: I To: City: ATTN: Robert Harrison City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 Email: bob. harri son(a�yakimawa.gov Phone: (509) 575-6000 DocuSign Envelope ID: 9BAOCC3C-EC81-4D1A-B210-36E3E12E6BF8 To: Company: ATTN: Chief Sales Officer Utility Service Partners Private Label, Inc. 4000 Town Center Boulevard, Suite 400 Canonsburg, PA 15317 Phone: (866) 974-4801 11. Modifications or Amendments/Entire Agreement. Except for the list of available Products under the Agreement, which may be amended from time to time by the Parties in writini and without iiinature anv analal"f the wrert iiii izt", i 2"t I I law, 1-11 a I 12. Assignment. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party. unless such assignment or delegation is to an affiliate or to an acquirer of all or substantially all of the assets of the transferor. 13. Waiver, A waiver by either Party hereto of a breach of the other Party hereto of any covenant or condition of this Agreement shall not impair the right of the Party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either Party to insist upon strict perforinance of any agreement, covenant, or condition of this Agreement, or to exercise w riiht hereingiven in anv one or more instances shall not be construed as a waiver ILI RIM WAMMM -0111 , 11• "11'" "'F Ty L41 d11J UVRAIMIJOUIL d S1?�11dLL1-C LU, mm 111dy counterpart.- Executed copies hereof may be delivered by email and upon receipt will be deeme, originals and binding upon the Parties hereto, regardless of whether originals are delivered I thereafter. Nothing expressed or implied in this Agreement is intended, or should be construed, to confer upon or give any person or entity not a party to this agreement any third- party tj io beneficiary rights, interests, or remedies under or by reason of any terin, provision, condition, undertaking, warranty, representation, or agreement contained in this Agreement. 15. Choice of Law/Attorney Fees. The Parties shall maintain compliance with all Applicable Laws with respect to its obligations under this Agreement. The governing law shall be the laws ,if the State of Washington, without regard to the choice of law principles of the forum state. If federal jurisdiction exists, the Parties consent to exclusive jurisdiction and venue in the federal courts in Yakima County, Washington. If not, the Parties consent to exclusive jurisdiction and venue in the Superior Court of Yakima County, Washington. 16. No Insurance. It is understood that the City does not maintain liability insurance, or insurance of any kind, for Company, or its employees, officers, volunteers, agents, or subcontractors. DocuSign Envelope ID: 9BAOCC3C-EC81-4D1A-B210-36E3E12E6BF8 T7. Severability. If a court of competent jurisdiction holds any part, term or provision of this Agreement illegal • invalid in whole or in part, the validity of the remaining provisions shall not •,- • and the Parties' rights and obligations shall • construed and • as if the Agreement did not contain the particular provision held invalid. Further, if any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision in this Agreement which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 9, - DocuSign Envelope ID: 9BAOCC3C-EC81-4D1A-B210-36E3E12E6BF8 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates set forth below. CITY OF YAKIMA Name: ') , , n Title: Cif-L) CITY CONTRACT M Date: RESOLUTION NO: III ► lk, ',111 1111 111 11111 11= I EDocuSigned by: &,at ba&bts C95,-EDA3C044A_. DocuSign Envelope ID: 9BAOCC3C-EC81-4DIA-B210-36E3E12E6BF8 Exhibit A NLC Service Line Warranty Program City of Yakima Term Sheet Initial Term. Three Years. 11. License Fee. $0.50 per Product for each month that a Product is in force for a Property Owner (and for which payment is received by Company), aggregated and paid annually, for: A. Use of City logo and name on letterhead, advertising, signature line, billing, and marketing materials. i. All such material containing the City logo must contain the following statement: "The City of Yakima does not endorse the services being provided by SLWA. City has coordinated efforts with Service Line Warranties of America ("SLWA") for the purpose of informing its residents of an optional utility service line protection program. The City has no responsibility or liability for the protection program being provided by SLWA. To learn more, please visit SLWA directly at www.slwofa.com." lll. NLC Allowance. $ 25,104.00 spread across the first three years of the Term, as follows: A. Year I - $ 8,203.00 B. Year 2 - $ 8,367.00 C. Year 3 - $ 8,534.00 Payment of the NLC Allowance for each year is subject to approval and mailing of the first campaign for that year and, following the first year, City's timely approval of all marketing materials for the prior year. IV. Products. A. External water service line plan (initially, $6.49 per month) B. External sewer/septic line plan (initially, $8.49 per month) C. Interior plumbing and drainage plan (initially, $9.99 per month) Pricing does not include taxes. Company may adjust the foregoing Product fees; provided, that any such monthly fee adjustment shall not exceed $0.50 in any 12-month period. If such adjustment shall exceed $0.50, both Parties must agree in writing. DocuSign Envelope ID: 9BAOCC3C-EC81-4D1A-B210-36E3E12E6BF8 V. Scope of Coverage. A. External water service line plan: i. Covers Property Owner responsibility: From the meter to the external wall of the home. ii. Covers thawing of frozen external water lines. iii. Covers well service lines if applicable. B. External sewer/septic line plan: i. Covers Property Owner responsibility: From the external wall of the home to the sewer main. ii. Covers septic lines if applicable. C. Interior plumbing and drainage plan: i. Covers water supply pipes and drainage pipes within the interior of the home. VI. Marketing Campaigns. Company shall have the right to conduct up to three campaigns per year (each campaign consists of two mailings) and such other channels as may be mutually agreed. Initially, Company anticipates offering the interior plumbing and drainage plan Product via in -bound phone or web only.