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HomeMy WebLinkAboutContract 1582 SEWER AND WATER LINE MARKETING LICENSE AGREEMENT BETWEEN THE CITY OF CATHEDRAL CITY,CALIFORNIA AND SERVICE LINE WARRANTIES OF AMERICA, INC. This SEWER AND WATER LINE MARKETING LICENSE AGREEMENT ("Agreement") entered into as of [ elarc.4• I`(, 20 141 ("Effective Date"), by and between the City of Cathedral City, California ("City"), and Service Line Warranties of America, Inc. a California corporation ("SLWA"), herein collectively referred to singularly as"Party and collectively as the"Parties". RECITALS: WHEREAS, sewer and water line laterals between the mainlines and the connection on residential private property are owned by individual residential property owners ("Residential Property Owner"); and WHEREAS,City desires to offer Residential Property Owners the opportunity, but not the Obligation, to purchase a service line warranty ("Warranty"); and WHEREAS, SLWA is a Home Protection Company, licensed by the State of California; and WHEREAS, SLWA has agreed to provide the Warranty to Residential Property Owners subject to the terms and conditions contained herein; NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: AGREEMENT 1. Purpose. City hereby grants to SLWA the right to offer the Warranty to Residential Property Owners subject to the terms and conditions herein. 2. Grant of License. City hereby grants to SLWA a non-exclusive license ("License") to use City's name and logo on letterhead and marketing materials to be sent to Residential Property Owners from time to time, and to be used in advertising, all at SLWA's sole cost and expense and subject to City's prior review and approval, which will not be unreasonably conditioned, delayed, or withheld. City agrees that it will not extend a similar license to any competitor of SLWA during the term of this Agreement. 3. Term. The term of this Agreement ("Term) shall be for (three) (3) years from the Effective Date. The Agreement will automatically renew for additional one (1) year terms ("Renewal Term") unless one of the Parties gives the other written notice at least ninety (90) days prior to end of the Term or of a Renewal Term that the Party does not intend to renew this Agreement. In the event that SLWA is in material breach of this Agreement, the City may terminate this Agreement thirty (30) days after giving written notice to SLWA of such breach, if said breach is not cured during said thirty (30) day period. SLWA will be permitted to complete any marketing initiative initiated or planned prior to termination of this Agreement after which time, neither Party will have any further obligations to the other and this Agreement will terminate. During the Term, SLWA shall conduct an External Sewer Line campaign each Fall and an External Water Line campaign each Spring. The pricing for each such campaign shall be in accordance with Exhibit A attached hereto. 4. Consideration. As consideration for such license, SLWA will pay to City a License Fee of[Seventy-Five- Cents ($.75)]for each month a Warranty shall be in force for a Residential Property Owner("License Fee") during the term of this Agreement. The first payment shall be due by January 30th of the year following the conclusion of first year of the Term. Succeeding License Fee payments shall be made on an annual basis throughout the Term and any Renewal Term, due and payable on January 30th of the succeeding year. Each License Fee payment herein shall be paid within thirty (30) days after it becomes due. SLWA shall include with each License Fee payment to City a statement signed by an SLWA corporate officer certifying the calculation of the License Fee. City will have the right, at its sole expense, to conduct an audit, upon reasonable notice and during normal business hours, of SLWA's books and records pertaining to any fees due under this Agreement while this Agreement is in effect and for one (1) year after any termination of this Agreement. 5. Indemnification. SLWA hereby agrees to protect, indemnify, and hold the City, its elected officials, officers, employees and agents (collectively or individually, "Indemnitee"), harmless from and against any and all claims, damages, losses, expenses, suits, actions, decrees, judgments, awards, 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 by reason of, or arising out of or in consequence of any act or omission, negligent or otherwise, of the SLWA or its officers, employees, contractors, subcontractors, agents or anyone who is directly or indirectly employed by, or is acting in concert with, the SLWA or its officers, its employees, contractors, subcontractors, or agents in the performance of this Agreement; provided that the applicable Indemnitee notifies SLWA of any such Claim within a time that does not prejudice the ability of SLWA 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. 6. Notice. Any notice required to be given hereunder shall be deemed to have been given when notice is (i) received by the Party to whom it is directed by personal service, (ii) telephonically faxed to the telephone number below provided confirmation of transmission is received thereof, or (iii) deposited as registered or certified mail, return receipt requested, with the United States Postal Service, addressed as follows: To: City: ATTN: Roderick J. Wood City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City, CA 92234-7031 Phone(760) 770-0372 To: SLWA: ATTN: Vice President, Business Development Service Line Warranties of America, Inc. 11 Grandview Circle, Suite 100 Canonsburg, PA 15317 Phone: (724) 749-1003 8. Modifications or Amendments/Entire Agreement. An all of the representations and obligations of the Patties are contained herein, and no modification, waiver or amendment of this Agreement or of any of its conditions or provisions shall be binding upon a party unless in writing signed by that Party. 9. Assignment. This Agreement and the License granted herein may not be assigned by SLWA without the prior written consent of the City, such consent not to be unreasonably withheld. 10. Counterparts/Electronic Delivery. This Agreement may be executed in counterparts, all such counterparts will constitute the same contract and the signature of any Party to any counterpart will be deemed a signature to, and may be appended to, any other counterpart. Executed copies hereof may be delivered by facsimile or e-mail and upon receipt will be deemed originals and binding upon the Parties hereto, regardless of whether originals are delivered thereafter. 11. Choice of Law/Attorney Fees. The governing law shall be the laws of the State of California. In the event that at any time during the Term or any Renewal Term either Party institutes any action or proceeding against the other relating to the provisions of this Agreement or any default hereunder, then the unsuccessful Party shall be responsible for the reasonable expenses of such action including reasonable attorney's fees, incurred therein by the successful Party. 12. Incorporation of Recitals and Exhibits. The above Recitals are incorporated by this reference and expressly made part of this Agreement. IN WITNESS WHEREOF, The Parties hereto have executed this Agreement on the day and year first written above. SEWER AND WATER LINE MARKETING LICENSE AGREEMENT BETWEEN THE CITY OF CATHEDRAL CITY AND SERVICE LINE WARRANTIES OF AMERICA, INC. CITY OF CATHEDRAL CITY SERVICE LINE WARRANTIES OF AMERICA, INC By: . - By: � Ro•erick J.Wg.., - 'm City anager Brad H. Ca, ichael, ice PrTrent APPROVED AS TO FORM By: - . __,,,,„,,Iiiiiiiiiiii11111111111111111111111111111111e Charies R. Green, ity�Attorney dwin F. Westfield, Ill, Chief F'ci. Officer Exhibit A SLWA Service Line Warranty Program Cathedral City, CA Term Sheet December 18, 2013 I. Term of agreement a. Initial term—January 1, 2014 to December 31, 2017 i. Three years guaranteed (total of 6 campaigns) II. Annual royalty—$0.75 per month per paid warranty contracts a. City logo on marketing materials (resident letter and outer envelope) b. Signature by city official III. Products offered a. External sewer line warranty b. External water line warranty IV. Scope of Coverage a. External sewer line warranty i. Scope is from the meter and/or curb box until the line daylights inside home...of which includes the service line under the concrete floor. [Note: If homeowner responsibility is different than this language, please advise.] b. External water line warranty i. Scope is from the meter and/or curb box until the line daylights inside home...of which includes the service line under the concrete floor. [Note: If homeowner responsibility is different than this language, please advise.] V. Marketing Campaigns—two seasonal campaigns per year(Spring and Fall) a. 2014 Spring i. Sewer b. 2014 Fall i. Water c. 2015 Spring i. Sewer d. 2015 Fall i. Water e. 2016 Spring i. Sewer f. 2016 Fall i. Water VI. Pricing a. Sewer i. Year 1 —$9.00 per month; $103.00 annually ii. Year 2—$9.25 per month; $106.00 annually(subject to annual review) iii. Year 3—$9.50 per month; $109.00 annually (subject to annual review) b.Water i. Year 1 -$6.75 per month; $76.00 annually ii. Year 2 -$7.00 per month; $79.00 annually (subject to annual review) iii. Year 3 -$7.25 per month; $82.00 annually (subject to annual review)