HomeMy WebLinkAboutFlume Water Monitoring Participation AgreementCITY OF SAN LUIS OBISPO
FLUME WATER MONITORING PARTICIPATION AGREEMENT
This Water Monitoring Program Participation Agreement (the "Agreement") is entered into effective on 6I412019 ,
2019 ("Effective Date"), by and between the ("SLO"), a water, wastewater, and/or water
reuse agency/district of the City of Sen Luis 0hisnn and Flume, Inc., a vendor of a water sensor device utilizing a
smartphone application for real-time water monitoring ("Flume") each individually a "Party" and collectively, the
"Parties").
WHEREAS, Flume has developed the Flumerm sensor and Flume TM smartphone application that allow the consumers of
water to monitor water use in real time and to detect leaks; and
WHEREAS, customers within SLO's service area will be eligible to receive a Flume Water Monitoring device for $10
(the "Program"); and
WHEREAS, SLO customers will authorize SLO, Flume, American Modern Insurance Group and Cal Poly, San Luis
Obispo to receive their water usage data in order to study the impact of the Flume device on water conservation and
insurance claims due to water loss. .
NOW THEREFORE, for good and valuable consideration, including but not limited to the mutual covenants contained
herein, the Parties agree as follows:
1. TERM
Subject to the early termination provisions provided for
herein, the term of this Agreement shall commence on the
Effective Date hereof and continue until terminated by
either Party.
2. PROGRAM TERMS
SLO will offer to its qualified customers the ability to
purchase a Flume Water Monitoring Device at a deeply
discounted price. SLO and Flume hereby agree that the
product described in Exhibit A attached hereto, shall be
offered as part of the product program set forth in Exhibit
B attached hereto.
3. DESIGNATED REPRESENTATIVES
SLO's initial representative for this Agreement
is M chal Boerman
Flume's initial representative for this Agreement is 1=
Eaaio- Flume will be expected to have a contact person
available during regular business hours to facilitate
communication between SLO and Flume. Regular
business hours are Monday through Friday from 8:00 am
to 5:00 pm Pacific Time. Flume support can be reached
via E -Mail at suppart2flurnetech.coin or via chat from
within the Flume app or at flumetech.com.
4. RELEASE OF SLO
Flume hereby expressly releases SLO from any and all
liability to Flume resulting from any damages, including
punitive, special, indirect, or consequential damages,
arising from Flume's performance of its obligations under
this Agreement, including but not limited to: (a) claims
for damages because of bodily injury, sickness, or disease
of Flume's employees and agents or by those of any
supplier or by anyone indirectly employed by any of
them; and (b) claims for damages to or destruction of
tangible property of others, including loss of use thereof.
5. INDEMNIFICATION
FLUME AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITYOF SAN LUIS OBISPO,
SLO, AND EACH OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS FROM ALL
SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS OR
LIABILITY, PENALTIES AND COSTS OR DAMAGES
INCLUDING, ALL EXPENSES OF LITIGATION,
COURT COSTS, ATTORNEYS FEES, AND
DAMAGES FOR INJURY, DEATH OR PROPERTY
DAMAGE SUSTAINED BY ANY PERSON OR
PERSONS ARISING DIRECTLY OUT OF THE
NEGLIGENT ACTS OF FLUME, ITS OFFICERS,
AGENTS, EMPLOYEES OR REPRESENTATIVES OR
FLUME'S BREACH OF THE MATERIAL TERMS OF
THIS CONTRACT.
6. NOTICES
Notices to the Parties under this Agreement shall be given
in writing (except a Party may provide notice solely by
telephone in the case of an emergency) via certified mail,
or email to the following addresses, and notices shall be
effective pursuant to Section 17:
SLO
Attention: Mychal Boerman
Address: 879 Morro Street
Address: San Luis Obis2o, CA 93401
Email: mboerman sloci .or
Phone: (85 W -ZIP
Flume Water Monitoring Participation Agreement Page l
notice is given by e-mail transmission, it shall be deemed
served upon receipt of confirmation of transmission if
transmitted during normal business hours or, if not
transmitted during normal business hours, on the next
business day following the e-mail transmission.
18. FORCE MAJEURE
This Agreement shall be subject to all applicable federal,
state and county and municipal laws, executive orders,
ordinances, rules, regulations and acts, and this
Agreement shall not be terminated, in whole or in part,
nor shall the Parties hereto be held liable in damages, for
failure to comply therewith, if compliance is prevented
by, or the failure is the result of, any such law, order,
ordinance, rule, regulation or act, or due to force majeure.
The term "force majeure" as used herein shall mean: any
act of God, including but not limited to, storms, floods,
washouts, earthquakes, landslides, fires and lightning;
acts of the public enemy; wars, blockage, insurrections,
riots or other public disorders; lockouts, strikes or other
labor disturbances, epidemics or quarantine regulations,
freight embargoes or failures; exhaustion or unavailability
or delays in delivery of any product, labor, fuel, service or
material not the fault of the Parties; breakdown or failure
of Parties' equipment; interference by a governmental
entity; or any other event or condition beyond the
reasonable control of the Parties. Flume will provide
notice to SLO immediately upon becoming aware of any
condition that adversely affects the ability of Flume to
perform its obligations under this Agreement.
19. SEVERABILITY
Should any part, paragraph, sentence, phrase, clause, or
word of this Agreement for any reason be held illegal,
inoperative, or invalid or if any exception to or limitation
upon any general provision herein contained be held to be
executed without the portion held to be invalid or
ineffective.
20. JOINT PREPARATION
The Parties shall be deemed to have jointly prepared this
Agreement and no ambiguity herein shall be construed by
or for or against any Party based on the identity of the
author of this Agreement or any portion herein.
21. HEADINGS
The headings appearing in this Agreement are inserted
merely to facilitate reference and are not to be considered
a part of this Agreement and in no way shall they affect
the interpretation of any of the provisions of this
Agreement.
22. COUNTERPARTS
This Agreement may be executed in one or more
counterparts, each of which will be deemed an original.
Faxed signatures and countersignatures shall be deemed
originals for all purposes and proper evidence of assent to
this Agreement. The individuals executing this
Agreement each represent and warrant to the other Party
that he/she has full authority to execute this Agreement on
behalf of his/her respective Party.
23. EXHIBITS
The following exhibits are hereby incorporated in this
Agreement and any changes made there to shall be in a
new updated Exhibit signed by authorized representatives
of the Parties with a reference stating that the exhibit is
subject to the terms and conditions of this Agreement:
Exhibit A — Flume Product
Exhibit B — The SLO Program
invalid or ineffective, the remainder shall nevertheless
stand effective and valid as if this Agreement had been
IN WITNESS WHEREOF the Parties hereto have respectively caused this Agreement to be duly by the undersigned
duly authorized representatives.
SLO
ByAaron Floyd - Utilities Director
(Name —Title)
By„�
(Signature)
,t&, -J
(Print/Type Name)
Title UtT&Zrxrt; IP.T ijTc�vti
FLUME, INC.
By Eric Adler - CEO
(Name —Title)
By
(Signature)
Eric Adler
(Print/Type Name)
Title CEO
Flume Water Monitoring Participation Agreement Page 3
EXHIBIT B
The SIA Program
• SLO and Flume will jointly market this program to SLO's customer base,
■ Customers will be directed to fluirwtech.comislocity to purchase their discounted Flume devices.
+ SLO Customers will pay only $10 (normally $199) for each Flume device.
• Our insurance partner (American Modern Insurance) will underwrite the cost of the Flume devices.
• This program will be limited to a total of 250 devices.
Flume will ship the devices directly to the customers to the address they provide.
• If customers have any questions or problems with their devices, they will contact Flume for support.
• The data collected during this program will be used as the basis for a study that looks at water
conservation, behavioral changes and insurance claims due to water damage.
• SLO will market the Flume device to its customer base using whatever methods they choose. This can
include: emails, traditional mail, social media, SLO's website, newspaper articles, press releases, bill
inserts, newsletters, public events, etc.
• SLO is hereby licensed to use Flume trademarks in association with such advertising provided
trademarks are acknowledged in fine print as follows: "Flume and FlumeTech are registered
trademarks of Flume, Inc. in the United States." Flume may review such advertising and make
suggestions for minor changes.
• SLO will direct their customers to Ilumetech.cornlslocity to purchase discounted Flume devices.
• As a part of the study, SLO will provide historical water usage data for the program participants in
order to understand year -over -year water usage patterns
Flume Responsibilities
• Flume will setup and administer a co -branded website at tlurnetech.comislocity. SLO customers will
be directed to this site where they can purchase their discounted Flume devices.
• Before the launch of this program, Flume will host periodic meetings with SLO regarding the design
of the site and any other program related details.
• Flume will provide all customer support for the end-user customers between 7AM and 7PM, 7 days a
week. Customers may contact Flume support at support ce tlume:tech.00Tn or through the chat feature
built into the Flume app.
• Flume will verify all orders with SLO before they are fulfilled. SLO will verify that participants live
in the SLO district and that they have a compatible water meter.
• Once verified, Flume will ship devices to directly to the customers.
Flume will provide a no -cost return option for customers that are not able to install their devices after
contacting Flume support.
■ Flume can provide SLO with raw water usage data upon request.
• Flume will provide SLO with a complete list of their customers that have a Flume device once per
month.
• Flume may also market this SLO program via digital marketing and other means. SLO to approve any
marketing pieces before they are launched.
• Flume shall notify SLO in advance of any events held by Flume concerning the Program and will
allow participation by SLO when appropriate.
Flume Water Monitoring Participation Agreement Page 5