SEWER LINE MARKETING LICENSE AGREEMENT
BETWEEN THE CITY OF LAGUNA BEACH, CALIFORNIA,
AND SERVICE LINE WARRANTIES OF AMERICA, INC.
This SEWER LINE MARKETING LICENSE AGREEMENT (" Agreement") entered into as of [ ice, it , 2015 ] (" Effective Date"), by and between the City of Laguna Beach, 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 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 and other similar products (" 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 term 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, and with the intent to be legally bound hereby, 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, bills and marketing materials to be sent to Residential Property Owners from time to time, and to be used in advertising, all at SLWA' ssole 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. However, competitors of SLWA are not precluded from offering similar services to Residential Property Owners.
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, City may terminate this Agreement thirty ( 30) days after giving written notice to SLWA of such breach, if said breach is not cured 130/ 053733- 0003
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Attachment 1
4 during said thirty ( 30) day period. SLWA will be permitted to complete any marketing initiative initiated or planned prior to termination ofthis 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 a Spring and Fall campaign each year in accordance with the schedules set forth in Exhibit A. The pricing for each such campaign shall be in accordance with Exhibit A attached hereto.
4. Indemnification. SLWA hereby agrees to protect, indemnify, defend ( at SLWA' s sole costs and expense) 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.
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) 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: John Pietig, City Manager
City of Laguna Beach
505 Forest Avenue
Laguna Beach, CA 92651
Phone: ( 949) 497- 0704
To: SLWA:
ATTN: Vice President, Business Development
Utility Service Partners Private Label, Inc.
11 Grandview Circle, Suite 100
Canonsburg, PA 15317
Phone: (724)9- 1003
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 both Parties.
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5 7. Assignment. This Agreement and the License granted herein may not be assigned by SLWA without the prior written consent of City, such consent not to be unreasonably withheld.
8. 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.
9. Choice of Law/ Attornevs' 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 losing Party shall be responsible for the reasonable expenses of such action including reasonable attorneys' fees, incurred therein by the prevailing Party.
10. Insurance. Without limiting SLWA' sindemnification obligations, SLWA shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by SLWA, its agents, representatives, employees, and c ontractors.
Insurance Coverage Required. The policies and amounts of insurance required hereunder shall be as follows:
General Liability Insurance. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 00 01 including completed operations, with limits of liability of not less than $ 1, 000,00 per occurrence and $ 2, 000,00 annual aggregate for liability arising out of SLWA' s performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/ or umbrella coverage, then the limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, then the aggregate shall be double the each occurrence limit.
Evidence of Insurance. SLWA, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the CITY. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen ( 15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the CITY. If such coverage is cancelled or reduced, SLWA shall, within ten ( 10) days after receipt of written notice of such cancellation or reduction of coverage, file with the CITY evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
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6 Original, signed insurance certificates and endorsements must be sent via email from SLWA' s insurance broker/ agent to the CITY.
The CITY project title or description MUST be included in the " Description of Operations" box on the certificate.
Certificate Holder:
City of Laguna Beach, California
Endorsements.
Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been approved by the City in writing.
The insurance coverage required for Commercial General Liability shall contain the following provisions or be endorsed to provide the following:
Additional Insured: The CITY, its elected officials, officers, employees, volunteers, boards, agents and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.
Additional Insured Endorsements shall not:
1. Exclude " Contractual Liability;"
2. Restrict coverage to the " Sole" liability of SLWA;
3. Exclude " Third -Party -Over -Actions;" and
4. Contain any other exclusions contrary to the Agreement.
Primary Insurance: This insurance shall be primary and any other insurance whether primary, excess, umbrella or contingent insurance, including deductible, or self- insurance available to the insureds added by endorsement shall be in excess ofand shall not contribute with this insurance.
A statement on an insurance certificate will not be accepted in lieu of the actual endorsement.
Acceptable Insurance. Each policy shall be from a company with current A. M. Best' s rating of A VII or higher and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by the CITY.
Notice of Cancellation. Required insurance policies shall not be cancelled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the 130/ 053733- 0003
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7 CITY; except twelve ( 12) days written notice of cancellation shall be provided for nonpayment of premium.
Contractual Liability. Notwithstanding any other provision herein, the coverage provided shall also apply to the obligations assumed by SLWA under the indemnity provisions of this Agreement.
Waiver of Subrogation. Required insurance coverages shall not prohibit SLWA from waiving the right of subrogation prior to a loss. SLWA shall waive all rights of subrogation against the indemnified parties and policies required under this Agreement shall contain or be endorsed to contain such a provision.
Failure to Maintain Coverage. SLWA agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the CITY and provide the CITY written notice of the same within 24 hours of suspending and ceasing all operations. The CITY shall have the right to withhold any payment due SLWA until SLWA has fully complied with the insurance provisions of this Agreement.
11. Form of Warranty. In cooperation with City, SLWA will solicit participation in the Warranty program by Residential Property Owners, and SLWA will execute Warranty contracts directly with them. The Warranty contract, its terms, conditions and rates will be substantially similar to the Warranty contract attached hereto as Exhibit B.
12. Responsibilities of SLWA. SLWA will hire only contractors approved through City' s Private Sewer Lateral Participating Plumbers List to perform repairs and services for Residential Property Owners. SLWA will continually monitor each contactor' sperformance to ensure minimum service levels are maintained. SLWA will coordinate with City to make changes as may be appropriate to the Participating Plumbers List. All work performed by such contractors shall be in accordance with and in conformance to all applicable code requirements and standards and with appropriate permitting and inspection. SLWA will require all its contractors to contact City for all necessary permits. SLWA will require all of its contractors to coordinate their repair activities and inspections with City' s
Water Quality Department. Residential Property Owners
may terminate their Warranty at any time and receive a
pro rate refund of their prepaid premium.
13. Incorporation of Recitals and Exhibits. The above Recitals and Exhibits A and B attached hereto 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.
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8 MARKETING LICENSE AGREEMENT BETWEEN THE CITY OF LAGUNA BEACH AND SERVICE LINE WARRANTIES OF AMERICA, INC.
CITY OF LAGUNA BEACH
By:
John Pietig, City Man
SERVICE LINE WARRANTIES OF AMERICA, INC.
By:
B
130/ 053733- 0003
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Brad Vice President
Edwin F. Westfield, III, Chief Financial Officer
6-
9 Exhibit A
NLC Service Line Warranty Program
City of Laguna Beach, CA
Term Sheet June 30, 2015
Term Sheet valid for 90 days)
I. Term of agreement
a. Initial term
i. Three years guaranteed ( total of 6 campaigns)
II. License Provisions
a. City logo on letterhead, advertising, billing, and marketing materials b. Signature by City official
III. Products offered
a. External sewer line warranty
b. In -home plumbing warranty
IV. Scope of Coverage
a. External sewer line warranty
i. Scope is from the city main tap until line daylights inside home, which includes the service line under the concrete floor.
b. In -home plumbing warranty
i. Scope covers residential in -home water supply lines and in -home sewer lines and all drain lines connected to the main sewer stack that are broken or leaking inside the home after the point of entry. Coverage includes broken or leaking water, sewer, or drain lines that may be embedded under the slab or basement floor. Coverage also includes repair of clogged toilets.
V. Marketing Campaigns - two seasonal campaigns per year (Spring and Fall) a. 2015 Fa11 — Sewer
b. 2016 Spring — In -home plumbing
c. 2016 Fall — Sewer
d. 2017 Spring — In -home plumbing
e. 2017 Fall — Sewer
f. 2018 Spring — In -home plumbing
VI. Campaign Pricing
a. Sewer
i. Year 1 - $ 9. 00 per month; $103. 00 annually
ii. Year 2 - $ 9. 00 per month; $ 103. 00 annually ( subject to annual review) iii. Year 3 - $ 9. 00 per month; $103. 00 annually ( subject to annual review) iv. Years 4 and 5 ( ifrenewed) - not to exceed $ 112. 00 annually b. In -home plumbing
i. Year 1 - $ 6. 50 per month; $73. 00 annually
ii. Year 2 - $ 6. 50 per month; $73. 00 annually ( subject to annual review) iii. Year 3 - $ 6. 50 per month; $73. 00 annually ( subject to annual review) 130/ 053733- 0003
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10 Exhibit B
Form of Warranty
NLC Service Line Warranty Program
City of Laguna Beach, CA
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11 Service Line
Warranties
HOME SERVICE CONTRACT COVER PAGE
OUTSIDE SANITARY SEWER LINE
of America
CONTRACT HOLDER:
Name]
Address line]
City, ST ZIP]
PROVIDER:
Service Line Warranties of America, Inc.
SLWA")
11 Grandview Circle, Suite 100
Canonsburg, PA 15317- 9840
Website: www. slwofa. com
Phone: 866- 922-006
Account No.: To be assigned
Confirmation No.: To be assigned
ENROLLMENT DATE: [ MM/ DD/ YYYY]
EFFECTIVE DATE: [ MM/ DD/ YYYY]
Dear [ Name],
SERVICE ADDRESS:
Name]
Address line]
City, ST ZIP]
Thank you for enrolling in the Service Line Warranties of America, Inc.' s Outside Sanitary Sewer Line Service Program.
This Home Service Contract is for your Outside Sanitary Sewer Line only and is subject to the enclosed " TERMS & CONDITIONS."
This contract begins at midnight local time, as of the Effective Date noted above, and continues thereafter so long as you make timely payments. There is no deductible or service fee per occurrence.
Should you need to file a claim, please contact our emergency hot line at 1- 866- 922-006. Representatives are available to take your call 24 hours a day, seven days a week, including holidays.
We hope that you never experience an emergency, but if you do, we are here to service your needs.
Thank you again for your business.
Sincerely,
Service fine Warranties of AMERICA, INC.
Please retain these documents for yourreference.
Enclosed: CA 3. 0 OUTSIDE SANITARY SEWER Line Terms 8c Conditions 12 TERMS AND CONDITIONS OF THE
SERVICE LINE WARRANTIES OF AMERICA, INC. ("SLWA")
OUTSIDE SANITARY SEWER LINE PROGRAM (" SERVICE PROGRAM") This Home Service Contract covers the primary sanitary sewer line from the point of entry at your home ( including a primary sanitary sewer line which may be buried or embedded in a concrete slab under your single- family home) to the point of public or municipal sewer responsibility ( typically the main service line) and provides service or repair to restore flow to the primary sanitary sewer line serving your residential home where the flow ofthe line is impeded due to normal wear and tear or tree roots. This Home Service Contract is limited to $4, 000 per line repair occurrence. If public street or public sidewalk cutting is required to repair the line, an additional allowance is provided; up to $ 4, 000 for public street repair and up to $500 for public sidewalk repair. Determination of how a covered sanitary sewer line claim is to be serviced, repaired or replaced is entirely within the discretion of SLWA based on its professional judgment. Please note that this Home Service Contract does not cover repairs that might be needed to meet local regulatory requirements or utility directives for matters unrelated to the ability of the line to maintain an unimpeded flow, such as failed smoke or dye tests, or ground or storm water infiltration. By enrolling, you represent that your outside sanitary sewer line is in good working order.
This Home Service Contract covers only the home listed on the cover page. You may not assign or transfer this Home Service Contract to another person or to another home or property.
To initiate a service call under this Service Program. you must call SLWA. toll free at 866- 922-006 (assistance is available 24 hours per day. 7 days a week) before any work is performed. All work must be performed by an authorized SLWA contractor. Any exceptions to this are at the sole discretion of SLWA and in no event will SLWA' s liability for reimbursement on work performed by a non- SLWA contractor exceed $ 500. If a permit or line location is required, proper permitting will be secured before work will commence; any repair will conform to applicable plumbing/ excavating codes. Once a service call has been recorded, the appropriate SLWA contractor will be notified and will initiate service within 48 hours after the service request was made. Please note that our approved contractors must have safe and clear access to, and safe working conditions at and around the work area.
Coverage under this Home Service Contract starts on the enrollment date noted on the cover page, unless otherwise noted or disclosed, and continues thereafter so long as you make timely payments This Home Service Contract may be cancelled for nonpayment. Your account must be in good, current standing to receive any service or repair under this program.
This Home Service Contract DOES NOT COVER:
a) updating and/ or moving lines where the flow of sewage is not impeded, in order to meet code, law, or ordinances or to satisfy directives of the sewer utility company or others, including inflow and infiltration issues (failed smoke or dye tests, ground water infiltration into the line);
b) mandated separation of storm and sanitary drain lines; c) any shared sewer line that provides service to multiple properties, detached houses, secondary buildings or branch lines, whether known or unknown; commercial properties, mobile homes, primary sanitary lines that are over 6 inches in diameter, lift stations or lift pumps, sump, trash or grinder pumps or storm sewer lines; d) damage to a sewer line that is caused directly or indirectly by you, a third party, natural disasters, acts of God, or by any insurable causes;
e) Any damage/ cleanup to the inside of the home, including personal property, or replacement or " matching" of any floor covering or affected area ( e.g. carpet, hard wood, marble, ceramic tile, dry wall, paint, plaster or wallpaper etc.).
Restoration does not include landscaping services, such as replacing trees, sod or shrubs or repairing private paved and/ or concrete surfaces, walkways leading to the home, or structures on your property.
After a sewer line is repaired, SLWA will provide basic site restoration service to the affected area limited to filling trenches, mounding ( to allow for settling), raking and seeding ( weather permitting) excluding sod. If slab cutting within the foundation walls is necessary to repair a broken sewer line, the resulting trench will be filled with gravel and covered with concrete. Debris will be removed from the work area.
You have thirty ( 30) days from the date you enroll in the Service Program to cancel and receive a full refund of any payment you have made. After 30 days, you may cancel the Service Program at any time, and you will be reimbursed the pro rata share of any amount you paid, less 1) any costs paid towards a claim filed on your account and 2) a $ 6. 00 processing fee. SLWA will not pay any refund which is less than $ 6. 00, unless requested by you.
The charges for the Service Program will be sent to you on an individual invoice.
SLWA may modify the Service Program by giving you thirty ( 30) days' written notice and may terminate the Service Program for nonpayment within thirty ( 30) days of the payment due date and with ninety ( 90) days' written notice for any other reason. If SLWA cancels the program for reasons other than nonpayment, you will be reimbursed the pro rata share of any amount you paid for any portion of the Service Program period subject to cancellation.
Obligations of SLWA (" Provider") under this Home Service Contract are guaranteed under a service contract reimbursement insurance policy provided by New Hampshire Insurance Company (" Insurer") located at 175 Water Street, 18, h Floor, New York, NY 10038, telephone number 1- 877-67- 3783.
IMPORTANT: Please retain this document for your records. The cover letter and these Terms and Conditions are the official copy of your Home Service Contract.
Service Line Warranties ofAmerica, Inc.
11 Grandview Circle, Suite 100
Canonsburg, PA 15317- 9840
Phone: 866- 922-006 Web Site: www. slofa. com
SLWA CA Version 3. 0 Outside Sanitary Sewer Line
Rev 12/4
This Contract has a cover pace plus this page
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