HomeMy WebLinkAboutSLWA Insurance Services a dba of Utility Service Partners Private Label Inc - Agreement - 01.11.24'Ie1' z F7
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DocuSign Envelope ID: BB93llB5-DA00-45F5-8B1E-C92C275DBF53
MARKETING AGREEMENT
This MARKETING AGREEMENT (Agreement) is entered into by and between the
City of Fresno, California (City), and Utility Service Partners Private Label Inc., a
Delaware corporation, d/b/a SLWA Insurance Services (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).
RECITALS
WHEREAS, sewer and water line laterals between the mainlines and the connection
on residential private property are owned by individual residential property owners
residing in the City (Property Owner); and
WHEREAS, City desires to announce to 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); and
WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of
the National League of Cities Service Line Warranty Program and has agreed to make
the Products available to Property Owners subject to the terms and conditions contained
herein; and
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 market the Products
to Property Owners subject to the terms and conditions herein.
2. City Obligations.
A. Grant of License. City grants to Company a non-exclusive license
(License) to use City's designated names, symbols, trademarks, service marks,
logotypes, trade names and insignias owned by City or its affiliates (Marks), which may
include the use of City's logo and name in, in signature lines, and in marketing materials
to be sent to Property Owners, all at Company's sole cost and subject to City's prior
review and approval, which will not be unreasonably conditioned, delayed, denied, or
withheld. City represents, warrants and covenants that as of the Effective Date, and at all
times during the Term, City has, and shall have, the full right, power and authority to
grant the License, and such grant does not, and will not, infringe the intellectual property
rights of any third party. In the event that City extends a similar license to a competitor of
Company during the Term, City shall provide thirty (30) days' written notice prior to such
grant of license and Company may immediately terminate this Agreement.
DocuSign Envelope ID: BB9311B5-OAOOA5F5-8B1E-C92C275DBF53
B. Property Owner Data. If City elects to do so, on or immediately after
the Effective Date, City will provide Company with "zip plus 4" data for its Property Owners
in a mutually agreed -upon electronic format. Thereafter, throughout the Term, City shall
promptly notify Company of any updates to such data. Company may obtain any name,
service address, postal address, and any other appropriate or necessary data for Property
Owners in the City (Property Owner Data) from a third party, for use by Company in
furtherance of the advertisement, marketing, and sale of the Products and such Property
Owner Data shall be the property and Confidential Information of Company. A Property
Owner who has purchased a Product is a member (Member) and, following such
purchase, all data in Company's control or possession relating to Members is Company's
property.
3. Term. The term of this Agreement (Initial Term) shall be for Five 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, 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 eighteen
(18) months after the Effective Date, City may also terminate this Agreement for any
reason on ninety (90) days' written notice to Company. Company will be permitted to
complete any marketing initiative initiated prior to termination of this Agreement after
which time, neither Party will have any further obligations to the other and this Agreement
will terminate.
4. Consideration. As consideration for the License granted in Section 2.A_
above, Company shall pay City a fee (Brand Fee) as set forth in Exhibit A. Payment of
the Brand Fee for the first year of the Initial Term is subject to the approval and mailing
of the first campaign for that year. Thereafter, payment of the Brand Fee is subject to
City's timely approval of all other marketing materials for the prior year of the Term and
the approval and mailing of the first campaign of the then current year of the Term.
Company will pay the applicable Brand Fee to City within thirty (30) days after such
campaign mailings have been made and applicable City approvals secured.
5. Confidentiality. 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, 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. Ruling and/or Code Change. In the event that: (i) a change or proposed
change in any laws, statutes, treaties, rules, codes, ordinances, regulations, permits,
official guidelines, judgments, orders and interpretations (Applicable Laws), or municipal
or similar codes; or (ii) an interpretation, policy, ruling, or order by any court, tribunal,
arbitrator, regulatory agency, commission, including a public service commission or
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similar body of a municipality, or other instrumentality of the United States, or any state,
county, city, or other political subdivision; negatively or potentially negatively impacts the
terms of this Agreement or the obligations of the Parties set forth in this Agreement, the
Parties shall negotiate in good faith to modify the terms of this Agreement accordingly.
Should the Parties be unable to reach a mutual agreement to revise this Agreement, then
either Party may terminate this Agreement on thirty (30) days' written notice to the other
Party.
7. Indemnification. To the furthest extent allowed by law, Company shall
indemnify, hold harmless and defend City and each of its officers, officials, employees,
agents, and volunteers ("Indemnitees") from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including but not
limited to personal injury, death at any time and property damage) incurred by City,
Company or any other person or its Indemnitees, and from any and all claims, demands
and actions in law or equity (including reasonable attorney's fees, litigation expenses and
cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out
of performance of this Agreement. Company's obligations under the preceding sentence
shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused
solely by the active negligence, or caused by the willful misconduct, of City or any of its
Indemnitees.
If Company should subcontract all or any portion of the work to be performed under this
Agreement, Company shall be liable to City for the acts and omissions of such
subcontractors in their performance of such work and shall indemnify the City and its
Indemnitees hereunder as if such work was performed by employees of Company.
This section shall survive termination or expiration of this Agreement.
8. 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) sent by electronic mail (provided confirmation of receipt is provided by the receiving
Party), or (iii) deposited as registered or certified mail, return receipt requested, with the
United States Postal Service, addressed as follows:
To: City:
ATTN: Georgeanne White, City Manager
City of Fresno
2600 Fresno St.
Fresno, CA 93721
Email: Georgeanne.white@fresno.gov
Phone: (559) 621-7770
To: Company:
ATTN: Chief Growth Officer
Utility Service Partners Private Label Inc.,
d/b/a SLWA Insurance Services
601 Merritt 7, 6th Floor
Norwalk, CT 06851
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Docusign Envelope ID: BB931165-OAOO-45F5-8B1 E-C92C275DBF53
Phone: (866) 974-4801
9. 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 writing and without signature, any and all of the representations and
obligations of the Parties 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.
10. 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.
11. Counterparts/Electronic Deliver . No Third Party Beneficia . 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 email and upon receipt will be deemed originals and binding upon
the Parties hereto, regardless of whether originals are delivered 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 beneficiary
rights, interests, or remedies under or by reason of any term, provision, condition,
undertaking, warranty, representation, or agreement contained in this Agreement.
12. Choice of Law. The Parties shall maintain compliance with all Applicable
Laws with respect to its obligations under this Agreement. The governing law shall be the
laws of the State of California, without regard to the choice of law principles of the forum
state.
13. Incorporation of Recitals and Exhibits. The above Recitals and Exhibit
A attached hereto are incorporated by this reference and expressly made part of this
Agreement.
14. Nondiscrimination. To the extent required by Applicable Laws, Company
shall not employ discriminatory practices in the provision of services, employment of
personnel, or in any other respect on the basis of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Subject to the foregoing and during the performance of this Agreement,
Company agrees as follows:
A. Company will comply with all Applicable Laws providing that no
person shall, on the grounds of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be
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DocuSign Envelope ID: BB9311B5-OA00-45F5-BB1E-C92C275DBF53
excluded from participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this Agreement.
B. Company will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. Company shall
ensure that applicants are employed, and the employees are treated during employment,
without regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age, sexual orientation,
ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement
shall apply to Company's employment practices including, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. To the extent required by Applicable Laws,
Company agrees to post in conspicuous places, available to employees and applicants
for employment, notices setting forth the provision of this nondiscrimination clause.
C. To the extent required by Applicable Laws, Company will, in all
solicitations or advertisements for employees placed by or on behalf of Company in
pursuit hereof, state that all qualified applicants will receive consideration for employment
without regard to race, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity,
status as a disabled veteran or veteran of the Vietnam era.
D. To the extent required by Applicable Laws, Company will send to
each labor union or representative of workers with which it has a collective bargaining
agreement or other contract or understanding, a notice advising such labor union or
workers' representatives of Company's commitment under this section and shall post
copies of the notice in conspicuous places available to employees and applicants for
employment.
E. If Company should subcontract all or any portion of the services to
be performed under this Agreement, Company shall cause each subcontractor to also
comply with the requirements of this Section 14.
15. Independent Contractor.
A. In the furnishing of the services provided for herein, Company is
acting solely as an independent contractor. Neither Company, nor any of its officers,
agents, or employees shall be deemed an officer, agent, employee, joint venturer,
partner, or associate of City for any purpose. City shall have no right to control, supervise,
or direct the manner or method by which Company shall perform its work and functions.
However, City shall retain the right to administer this Agreement so as to verify that
Company is performing its obligations in accordance with the terms and conditions
thereof.
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DocuSign Envelope ID: BB93llB5-OA00-45F5-8B1E-C92C275DBF53
B. This Agreement does not evidence a partnership or joint venture
between Company and City. Company shall have no authority to bind City absent City's
express written consent. Except to the extent otherwise provided in this Agreement,
Company shall bear its own costs and expenses in pursuit thereof.
C. Because of its status as an independent contractor, Company and
its officers, agents, and employees shall have absolutely no right to employment rights
and benefits available to City employees. Company shall be solely liable and responsible
for all payroll and tax withholding and for providing to, or on behalf of, its employees all
employee benefits including, without limitation, health, welfare and retirement benefits. In
addition, together with its other obligations under this Agreement, Company shall be
solely responsible, indemnify, defend and save City harmless from all matters relating to
employment and tax withholding for and payment of Company's employees, including,
without limitation, (i) compliance with Social Security and unemployment insurance
withholding, payment of workers compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and payment; and (ii) any
claim of right or interest in City employment benefits, entitlements, programs and/or funds
offered employees of City whether arising by reason of any common law, de facto, leased,
or co- employee rights or other theory. It is acknowledged that during the term of this
Agreement, Company may be providing services to others unrelated to City or to this
Agreement.
16. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
17. 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 prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
[Signature Page Follows]
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DocuSign Envelope ID: BB931165-OA00-45F5-8131E-C92C275DBF53
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first written below.
CITY OF FRESNO,
a municipal corporation
By:
Nar
TitlE
Date: I 101 Boa L)
APPROVED AS TO FORM
ANDREW JANZ
City r
By:
M. Collet
Supervising Deputy City Attorney
Date: 1�122123
TODD STERMER, M
City Clerk
By:
Name:+r
Title: 64 (!�e
Date: l-<<' 200`
Attachment: Exhibit A
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UTILITY SERVICE PARTNERS PRIVATE
LABEL INC., D/B/A SLWA INSURANCE
SERVICES
By: FA�� P�acl us
W ae ackus
Chief Growth Officer
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.
Date: 12/7/2023 1 1:23 PM EST
Go cuS[ncd by.
By. Mar.G.ac.(. M,w,
Name: Michael Murney
Title: chief Financial officer
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
DocuSign Envelope ID: BB93llB5-OA00-45F5-8B1E-C92C275DBF53
EXHIBIT A
NLC Service Line Warranty Program
City of Fresno
Initial Term. Five Years.
II. Brand Fee. During the Initial Term, Company will pay City $ 615,000.00 spread
across the first five years of the Initial Term, as follows:
A. Year 1 - $ 123,000.00
B. Year 2 - $ 123,000.00
C. Year 3 - $ 123,000.00
D. Year 4 - $ 123,000.00
E. Year 5 - $ 123,000.00
The Brand Fee shall be $123,000.00 for each Renewal Term
III. Products.
A. External water service line plan (initially, $6.75 per month)
B. External sewer/septic line plan (initially, $9.75 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.
IV. 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 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.
V. 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.
A