HomeMy WebLinkAbout6.g. NLC Service Line Warranty
EXECUTIVE SUMMARY
City Council Regular Meeting: April 16, 2019
AGENDA ITEM: NLC Service Line Warranty Program AGENDA SECTION:
Consent
PREPARED BY: Logan Martin, City Administrator
Brian Erickson, PW Director / City
Engineer
AGENDA NO. 6.g.
ATTACHMENTS: Draft contract APPROVED BY: LJM
RECOMMENDED ACTION: Motion to enter into a marketing agreement with Utility
Service Partners Inc. for the NLC Service Line Warranty Program, and authorize the City
Clerk and Mayor to sign said agreement.
BACKGROUND
The National League of Cities (NLC) has endorsed a utility line warranty program administered by Utility
Service Partners Inc. City staff have received information and background on this opportunity and
concluded that it would be valuable for the City Council to learn more about the program and to consider
the opportunity.
As you are aware, homeowners are responsible for maintenance and repairs on utility service lines (water
and sewer) from the main line to the home. Occasionally repairs are required on these service lines due to
tree root intrusion, debris clogging, etc., and this warranty program would essentially act as insurance to
the homeowner to defray repair costs. There is no cost to the City for this program, and Utility Service
Partners is responsible for all marketing and implementation of the program. There is an opportunity for
the City to receive a small stipend from each policy sold, and staff would recommend that the City forgo
that opportunity and instead allow residents to pay a reduced rate for the insurance policy.
A staff representative from the NLC Service Line Warranty Program was on hand in February and
presented the program to the Council. At that time, the Council indicated an interest in moving forward
with the program, with the understanding that the City would receive no royalty from the program. That
arrangement is reflected in the attached contract. The Utility Commission has discussed this program and
concluded that it would be a valuable opportunity for our residents.
RECOMMENDATION
Staff recommends that the City Council enter into a marketing agreement with Utility Service Partners Inc.
for the NLC Service Line Warranty Program, and authorize the City Clerk and Mayor to sign said
agreement.
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MARKETING AGREEMENT
This MARKETING AGREEMENT ("Agreement") is entered into as of ___________,
20__ ("Effective Date"), by and between the City of Rosemount, Minnesota ("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".
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 ("Residential Property Owner"); and
WHEREAS, City desires to offer Residential Property Owners the opportunity, but not
the obligation, to purchase a service line warranty 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 Residential 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 offer and market the Products to
Residential Property Owners subject to the terms and conditions herein.
2. Grant of License. City hereby grants to Company a non-exclusive license ("License") to use
City's name and logo on letterhead, bills and marketing materials to be sent to Residential
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. City agrees that it will not
extend a similar license to any competitor of Company during the Term and any Renewal 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 Company is in material breach of this Agreement, the City may terminate this
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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. Company 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.
4. Indemnification. Company 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 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 or
its officers, employees, contractors, subcontractors, or agents in the performance of services
under the Products; provided that the applicable Indemnitee notifies Company of any such
Claim within a time that does 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.
5. 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: Logan Martin
City of Rosemount
2875 145th St W
Rosemount, MN 55068-4941
Phone: (651) 423-4411
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
6. Modifications or Amendments/Entire Agreement. 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.
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7. Assignment. This Agreement and the License granted herein may not be assigned by
Company other than to an affiliate or an acquirer of all or substantially all of its assets, without
the prior written consent of the City, such consent not to be unreasonably withheld.
8. Counterparts/Electronic Delivery; No Third Party Beneficiary. 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. 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.
9. Choice of Law/Attorney Fees. The governing law shall be the laws of the State of
Minnesota. 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.
10. 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.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and
year first written above.
CITY OF ROSEMOUNT
_____________________________
Name:
Title:
UTILITY SERVICE PARTNERS PRIVATE LABEL, INC.
_____________________________
Name: Michael Backus
Title: Chief Sales Officer
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Exhibit A
NLC Service Line Warranty Program
City of Rosemount
Term Sheet
April 11, 2019
I. Initial Term. Three years
II. License Conditions.
a. City logo on letterhead, advertising, billing, and marketing materials
b. Signature by City official
III. Products.
a. External water service line warranty (initially, $5.25 per month)
b. External sewer/septic line warranty (initially, $7.25 per month)
c. Interior plumbing and drainage warranty (initially, $9.49 per month)
Company may adjust the foregoing Product fees; provided, that any such adjustment shall not
exceed $.50 per month in any 12-month period, unless otherwise agreed by the Parties in
writing.
IV. Scope of Coverage.
a. External water service line warranty:
- Homeowner responsibility: From the meter and/or curb box to the external wall of
the home.
- Covers thawing of frozen external water lines.
- Covers well service lines if applicable.
b. External sewer/septic line warranty:
- Homeowner responsibility: From the exit point of the home to the main.
- Covers septic lines if applicable
c. Interior plumbing and drainage warranty:
- 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, comprised of up to six mailings and such other channels as may be mutually agreed.
Initially, Company anticipates offering the Interior plumbing and drainage warranty Product via
in-bound channels only.