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HomeMy WebLinkAboutR-2024-024 Utility Service Partner d-b-a Service Line Warranties of FL - Warranty Plan for ResidentsRESOLUTION NO. 2024-~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE AGREEMENT WITH UTILITY SERVICE PARTNERS , INC. (USP), D/B/A/ SERVICE LINE WARRANTIES OF AMERICA (SLWA), FOR ADVERTISEMENT TO THE CITY'S RESIDENTS OF WARRANTY PLANS FOR REPAIRS OF EXTERNAL WATER LINES, EXTERNAL SEWER LINES, IN-HOME PLUMBING ON RESIDENTIAL PROPERTY, FOR AN INITIAL TERM OF THREE (3) YEARS , AND ONE ADDITIONAL RENEWAL YEAR THEREAFTER; PROVIDING FOR RECOGNITION OF THE PROGRAM AND A 10 PERCENT ANNUAL ROYALTY TO THE CITY; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the National League of Cities (NLC) Service Line Warranty Program , offered by Utility Service Partners, a HomeServe Company, d/b/a/ Service Line Warranties of America (SL WA) was conceived in partnership with the National League of Cities to educate property owners about their service line responsibilities and to help residents avoid the out-of- pocket expense for unanticipated and potentially costly service line repairs and replacements; and WHEREAS, the program is the only one of its kind endorsed by the NLC will help the City of Dania Beach; and WHEREAS, the program provides homeowners affordable protection against significant and unexpected costs to remedy leaking/broken/clogged water lines, sewer lines , and in-home plumbing lines; and WHEREAS, the program ensures the delivery of timely , high-quality repair services in adherence to all applicable codes; and WHEREAS, the City would be used in promotional material and the City will receive 10 percent of payments received in the form a royalty -paid annually; and 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 ; and WHEREAS, City desires to offer Property Owners the opportunity, but not the obligation, to purchase a service plan for their external water lines , external sewer lines, and in-home plumbing; 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 within the marketing agreement, which agreement is for a three year term, with one, one year renewal option; and WHEREAS, the NLC Service Line Warranty Program offers three complete and separate voluntary programs , that if a resident seeks to participate in any of the programs, will never face a service fee /deductible or annual or lifetime limit and the resident can cancel the warranties at any time; and WHEREAS, the three warranties are for Exterior Water Service Line , Exterior Sewer Service Line and Internal Plumbing and Drainage; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above "Whereas" clauses are ratified and confirmed, and they are made a part of and incorporated into this Resolution by this reference. Section 2. That the proper City officials are authorized to execute such documents as are necessary for the participation in the National League of Cities (NLC) Service Line Warranty Program, offered by Utility Service Partners , a HomeServe Company . Section 4. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 5. That this Resolution shall be effective 10 days after passage. PASSED AND ADOPTED on :'f~,\?(\.lll!Y) i1 , 2024. Motion by~\lL ~ {LWf)\ln , secon?d b;, Cor«ni~Cf'R/ J'.:{r,u.,_s FINAL VOTE ON ADOPTION : Unanimous Yes No Commissioner Joyce L. Davis Commissioner Tamara James Commissioner Marco Salvino Vice Mayor Lori Lewellen Mayor Archibald J. Ryan IV 2 RESOLUTION #2024-(fl 4 APPROVED AS TO FORM AND CORRECTNESS: 3 RESOLUTION #20 24-D2,4 MARKETING AGREEMENT This MARKETING AGREEMENT ("Agreement") is entered into by and between the City of Dania Beach, Florida ("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"). 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 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"); 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 offer and market the Products to 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 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 Term 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. 3. 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 on ninety (90) days' written notice. 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 such license, Company will pay to City a License Fee of as set forth in Exhibit A ("License Fee") during the Term of this Agreement. The first payment shall be due by January 30th of the year following the conclusion of the first year of the Term. Succeeding License Fee payments shall be made on an annual basis throughout the Term, due and payable on January 30th of the succeeding year. City agrees to provide a completed Form W-9 to Company in order to facilitate proper payment 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 Company'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. 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, 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. 7. 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. 8. Insurance. Company shall maintain for the Term, at its cost, such insurance as shall be appropriate for the nature and extent of its business . Upon request, certificates of insurance evidencing the coverages shall be provided. 9. 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: Candido Sosa-Cruz 100 West Dania Beach Blvd. Dania Beach, FL 33004 Email : csosacruz@daniabeachfl.gov Phone : (954)924-6800 ext. 3613 To: Company : ATTN: Chief Growth Officer Utility Service Partners Private Label, Inc. 601 Merritt 7, 6 th Floor Norwalk, CT 06851 Phone : (866) 974-4801 10. 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. 11. 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. 12. 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 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. 13 . 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 of the State of Florida, without regard to the choice of law principles of the forum state. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THAT MAY EXIST TO HAVE A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON OR ARISING OUT OF , UNDER, OR IN ANY WAY CONNECTED WITH , THIS AGREEMENT. 14. 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. SIGNATURES ON THE FOLLOWING PAGES IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day listed below. ELORA RIERA, MMC APPROVED AS TO LEGAL FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation ARCHIBALD J. RY AN IV MAYOR ANA M. GARCIA, ICMA-CM CITY MANAGER DATE: WITNESSES: SIGNATURE PRINT Name SIGNATURE PRINT Name STATE OF ------------ COUNTY OF ----------- COMPANY: Utility Service Partners Private Label Inc. d/b/a Service Line Warranties of America SIGNATURE PRINT Name Title DATE The foregoing instrument was acknowledged before me by means of □ physical presence or □ online notarization on--------~ 2024 , by ___________ _ as _________________ _, of Utility Service Partners Private Label, Inc., d/b /a Service Line Warranties of America, who is personally known to me or has produced _____________ , as identification. Notary Pubic State of ____________ _ My Commission Expires : Exhibit A NLC Service Line Warranty Program City of Dania Beach Term Sheet January 12, 2024 I. Initial Term. Three Years. II. License Fee . During the Term , Company will pay City ten percent (10 %) of the payments of plan fees actually received from members during the Term under any plans sold hereunder, net of any discount, rebates , refunds , chargebacks , credits, and sales or similar taxes incurred or paid by Company in connection with such plans for: A . Use of City logo and name on letterhead, advertising, signature line, and marketing materials . III. Products. A. External water service line plan (initially, $5.75 per month) B. External sewer/septic line plan (initially, $7.75 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: 1. Covers Property Owner responsibility: From the meter and/or curb box to the external wall of the home . ii. Covers well service lines if applicable . B. External sewer/septic line plan: 1. 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: 1. 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.