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HomeMy WebLinkAboutWater Sensor Pilot Collaboration AgreementWATER SENSOR PILOT COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the "Agreement") is made and entered into as of June 5 _, 2019 ("Effective Date"), by, between, and among American Modem Insurance Group, Inc., an Ohio corporation with its principal place of business at 7000 Midland Boulevard, Amelia, Ohio 45102 ("American Modern"), Flume, Inc., a Delaware corporation with its principal place of business at 75 Higuera Street, Suite 120, San Luis Obispo, CA 93401 ("Flume"), and the City of San Luis Obispo with its water/utilities department located at 879 Morro Street, San Luis Obispo, CA 93401 ("City") (each a "Party" and collectively "Parties" to this Agreement). WHEREAS, the Parties desire to work together on a water sensor pilot (the "Project") to, collect historical usage data from the City and real time water usage data; and WHEREAS, the Parties wish to confirm their understandings regarding the Project. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: I. THE PROJECT. a. Water Sensor Pilot Pro'eci. Beginning on the Effective Date, or such other date agreeable to all Parties, and continuing for one year ("Project Term"), the Parties will participate in the Project. During the Project Term, American Modern shall provide up to 250 Flume water sensors ("Sensors") to Flume. Flume shall then deliver the Sensors to up to 250 participating households ("Participants") within the City water district. The Participants will then be responsible for installing the Sensors. Flume and American Modern will collect data from the Sensors ("Sensor Data"). The City shall also share participants' historic water usage data for its utility customers ("Historic Data") with Flume and American Modern. Each Participant will consent to share this Sensor Data and Historic Data before they are provided with a Sensor. b. Costs. American Modern shall be responsible for the purchase of the 250 Sensors. American Modem shall be responsible for cost of delivery of the Sensors to Flume. Each Participant shall be responsible for the cost of delivery (S t0) of the Sensors to their individual households. Flume shall be responsible for the cost of delivery to return any unused Sensors to American Modem at the conclusion of the Project. c. Ownership/License. Sensors. American Modern owns all undelivered and uninstalled Sensors, however each participating household shall own Sensors that are delivered and installed to the household. All undelivered and uninstalled Sensors shall be promptly returned by Flume to American Modern in a manner and at a location designated by American Modern upon termination or expiration of the Project. ii. Historic Data. The City owns its historic water usage data. The City grants American Modern and Flume a non-exclusive, paid-up, perpetual and irrevocable license to use the Historic Data for project participants only after permission has been obtained from project participants. iii. Sensor Data. Flume owns its Sensor Data. Flume grants American Modem a non- exclusive, paid-up, perpetual and irrevocable license to use the Sensor Data. 2. PARTICIPANT CONSENT, PUBLICITY, AND MARKETING. a. No Party shall reproduce or use the names, logos, service marks or trademarks of the any other Party in advertising, marketing material, or otherwise without the express written permission of the Party whose name, logo, service mark or trademark would be sued. b. The City shall obtain household participation consent, including for the sharing of Sensor Data and Historic Data, for each participating household. c. Tile City may use the name "Flume, Inc." in connection with the Project materials, including household participation consent for Sensor Data. The City may use the name "American Modern Insurance Group, Inc. and its affiliates" in obtaining household participation consent for Sensor Data. d. Flume and American Modern shall not include the name or address of project participants when utilizing historic data or sensor data in a public setting. 3. TERMINATION. This Agreement will terminate automatically on the date that is one year after the Effective Date or it may be terminated earlier at any time by American Modern upon thirty (30) days' prior written notice to the other Parties; provided, however, that Sections 1(b), 1(c), 2, 3, 6, and 7 shall survive any such termination. 4. INDEPENDENT CON'rRACTOR. The Parties expressly agree that each Party shall be independent contractors with respect to the other Parties for all purposes in the performance of this Agreement, and that none of their employees or subcontractors' employees shall be considered an employee of the other for any purpose. Each of the Parties shall be responsible for compliance with all tax, workers compensation and other applicable laws or regulations. Each of the Parties accepts exclusive liability for all contributions and payroll taxes payable under federal and state laws and regulations governing social security or old age benefits, unemployment insurance, and workers compensation as to its employees performing this Agreement. 5. CORPORATE RESPONSIBILITY. As a member of the Munich Re group of companies, American Modern commits itself to protect human rights, prevent forced, compulsory and child labor, promote environmental protection, and combat corruption pursuant to the UN's Global Compact initiative. The Parties acknowledges that they will endeavor to adhere to the principles outlined in the Corporate Responsibility initiative as set forth at: https://www.unglobalcompact.org/what- is-gc/mission/principles. American Modern reserves the right to immediately terminate the Project if any other Party has violated those principles, in American Modern's sole discretion. 6. LIMITATION ON WARRANTIES. THE PARTIES HAVE PROVIDED ALL INFORMATION "AS -IS" AND DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROJECT. 7. INDEMNIFICATION. Each Party agrees to indemnify and hold the other (including its officers, directors, employees, and agents) harmless from any and all judgments, fines and penalties, amounts paid in settlement, damages, claims, causes of action and reasonable costs and expenses, including attorney's fees and expenses, which the other may pay or incur as a result of a breach Of this Agreement or caused solely as a result of their negligent error or omission and/or wrongful act, or that of its officers, directors, employees, agents, representatives, suppliers, and successors. 8. ENTIRE AGREEINIENT. Except as to any agreement between American Modern and Flume, this Agreement, including its attachments and exhibits (collectively, "Agreement") constitutes the sole understanding of the parties with respect to the Project. No amendment, modification, or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the Parties hereto. 9. SEVERABILITY. If any provision hereof shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof. 10. PARTIES BOUND BY AGREEMENT; SUCCESSORS AND ASSIGNS. The terms, conditions and obligations of this Agreement shall insure to the benefit of and be binding upon the parties hereto and respective successors and assigns. Without the prior written consent of the other party, a party may not assign its rights, duties, obligations hereunder or any part thereof to any other person or entity. 11. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument. 12. CONSTRUCTION The headings of articles, selections, and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute any part of this Agreement or to affect the construction hereof. All references to "Articles" and "Sections" refer to the corresponding Articles and Sections of this Agreement. The Parties represent that they have read, understood and negotiated the terms and conditions of this Agreement, and acknowledge and agree that any construction of this Agreement shall not be made against the drafter of the Agreement. 13. MODIFICATION AND WAIVER. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). 14. NOTICES. Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally or by telecopy transmission or sent by registered or certified mail or by any express mail services, portage or fees prepaid, at the parry's last known address. 15. GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts -of -laws principles that would require application of the laws of a jurisdiction other than the State of California. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date. AMERICAN MODERN INSURANCE GROUP, INC. By: - Name:aaa... Nt Title: ✓, 70 By: vin M. Morreale T`nief Sales & Marketing Officer FLUME, INC. By: Name: Eric Adler Title: CEO CITY Of SAN LUIS OBISPO, CA By: Name:. -aron Floyd Title: Utilities Director