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HomeMy Public PortalAbout133-2012 - Sanitary - Indiana American Water - Water usage dataWATER USAGE DATA AGREEMENT This WATER USAGE DATA AGREEMENT ("Agreement") is made and entered into as of the d 6 day of 0,44vbe i- , 20 ja, (the "Effective Date") by and between Indiana -American Water Company, Inc., an Indiana corporation (hereinafter "Indiana American"), and the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter "City"). The City and Indiana American may be referred to individually as a "Parry" and collectively as the "Parties". RECITALS: WHEREAS, Indiana American provides water service to customers in the Richmond Sanitary District service area (hereinafter "Service Area"), and through meter readings and estimates collects certain water usage and customer identification information for its billing purposes; and WHEREAS, the City provides sanitary sewer service to customers in the Service Area, and has established charges for such service based upon customer water usage; and WHEREAS, the City has requested that Indiana American provide water usage and customer identification information that City can use to compute and bill its sewer charges; and WHEREAS, Indiana American is willing to provide information in exchange for payment by the City; and WHEREAS, Indiana American is a public utility regulated by the Indiana Utility Regulatory Commission (hereinafter "Commission"); and WHEREAS, Indiana American and the City desire to enter into an agreement containing specific terms and conditions of providing the water usage and customer identification data. NOW THEREFORE, in consideration of the mutual agreements and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indiana American and the City agree as follows: 1. DATA TO BE PROVIDED. Indiana American agrees to make available to the City water usage data relative to each of Indiana American's customers in the Service Area, which is collected monthly or bi-monthly in Indiana American's ordinary course of business. Each customer's water usage will be obtained by some combination of either actual meter readings or estimated readings. The water usage data will cover a period of approximately 60 days for customers billed bi-monthly and a period of approximately 30 days for customers billed monthly. The water usage and customer identification data Indiana American has available and determines will be Contract No.133-2012 -I- provided to compute and bill sewer customers (hereinafter referred to as the "Data") shall be made available to the City by Indiana American on a weekly basis. The City may not elect to receive less or more information than the Data provided by Indiana American. Because a City customer and an Indiana American customer at a specific address may be different individuals or entities, it will be the City's responsibility to discern from the Data the appropriate customer identification information for the City's purposes. Indiana American will not be responsible for determining which of its customers are also the City's customers. In addition, Indiana American does not make any representations or warranties to the City as to the accuracy, completeness or fitness for a particular purpose of the Data, but shall make accessible to the City timely corrections to such Data as is found to be inaccurate or incomplete without additional Data charges therefor to the City. The Data will be accessible to the City solely via a secure website maintained by Indiana American, and all Data made available to the City will be referenced by Indiana American's account number and premise number. To the extent Indiana American intends to change the manner by which the Data will be made available to the City, change the manner in which Indiana American -references Data, or change what is included as Data, it shall provide the City with no less than ninety (90)-days prior written notice. The City is responsible for any system modifications or costs it incurs in order to access, download, or modify the Data as it is provided by Indiana American on the secure website. 2. CONFIDENTIALITY. The City agrees that the Data it obtains shall be used.only for the purpose of computing and billing its sewer charges, and that it shall limit the disclosure of the Data to only those officers, employees, and agents who need the Data for such purpose. City agrees to keep the Data confidential and shall not disclose, provide or sell the Data to any third party, firm, corporation or entity, except as otherwise provided herein, or as required by law. The confidentiality provision will survive the termination of this Agreement with respect to any Data provided during the time the Agreement was in effect. 3. COMMISSION NOTICE AND COMPLAINT REQUIREMENTS_ All Commission notice and complaint procedures that apply to customer rights to utility service from a regulated utility, shall not apply to actions or inactions by Indiana American pursuant to the Agreement or Indiana American's election to enter into the Agreement. All notice, complaint procedures and administrative consumer remedies, to the extent that they may exist or be alleged to exist, shall be the responsibility of the City. 4. FEES. The City will pay a fee of thirty cents ($0.30) for each unit of Data provided by Indiana American. Indiana American may increase the fee for each unit of Data provided to the City based on increased costs to provide the Data effective the beginning of the next calendar year, so long as written notice of the new fee is provided to the City at least ninety (90) days prior to the end of the current calendar year -2- Any request for increased fees for each unit of Data shall be accompanied by financial data of Indiana American sufficient to justify the increased costs to provide such Data. Indiana American will invoice the City on a monthly or bi-monthly basis and payments will be due thirty (30) days after receipt of the invoice. For purposes of this Agreement, the City shall not be considered in breach of their payment obligations if the payment is made within forty-five (45) days following the first regularly scheduled meeting of the approving body that is held within ten (10) days after the approving body received the invoice. Should the City be in breach of their payment obligations as defined in this Agreement, Indiana American's obligation to deliver the Data under this Agreement shall cease until such amounts are paid in full. The City's obligation to pay all fees accrued during the term of the Agreement continues after termination of the Agreement. 5. COMMISSION REVIEW. To the extent that this Agreement becomes the subject of any regulatory proceeding before the Commission and the Commission produces a determination that alters the terms or fees set forth in this Agreement, either Party may terminate the Agreement with written notice, effective immediately, to the other Party, or the Parties may agree to amend the Agreement consistent with any Commission directive or order. 6. INDEMNIFICATION. To the extent allowed by law, and except when arising out of Indiana American's gross negligence or willful misconduct, the City agrees to indemnify, defend and hold harmless Indiana American, its parents, subsidiaries, affiliated and related corporations, companies, partnerships and entities and/or their former, present, and future partners, directors, managers, officers, employees, attorneys, agents, representatives, successors and/or assigns from and against any and all claims, complaints or causes of action asserted by the City's customers and/or other third parties, including attorneys' fees and expenses, concerning the Data that Indiana American has made available to the City in accordance with this Agreement including, but not limited to, claims that sewer bills were based on estimates that do not reflect actual usage. The indemnification provision will survive the termination of this Agreement with respect to any actions taken during the time the Agreement was in effect. 7. CUSTOMER COMMUNICATIONS. The City shall handle all customer communications regarding the implementation of this Agreement or any actions that are taken pursuant to this Agreement. Communications from customers to Indiana American regarding the City's billings will be referred and directed to the City, but Indiana American will respond to reasonable requests for information from the City to assist the City in the handling of specific customer issues from time to time. 8. FORCE MATEURE AND CONFLICTING REQUIREMENTS. Indiana American's actions required under this Agreement shall be excused due to matters beyond its control, including but not limited to employee work stoppages, strikes, inclement weather, or -3- emergencies requiring utilization of manpower of resources elsewhere. In addition, the aforementioned information will cease to be provided if a court of competent jurisdiction or other governmental entity having jurisdiction issues an order to Indiana American so requiring. 9. TERM AND TERMINATION. The initial term of this Agreement shall begin on the Effective Date and shall end at the conclusion of the first frill calendar year after the calendar year in which the Effective Date occurs. The Agreement shall continue from year to year thereafter unless terminated pursuant to the terms of this Agreement. Either Party may terminate the Agreement at any time, for any reason, upon one hundred twenty (120) days prior written notice. 10. NONDISCRIMINATION. Pursuant to Indiana Code 22-9-1-10, Indiana American, or any person acting on its behalf, shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. 11. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. 12. SUCCESSORS AND ASSIGNS. Indiana American and the City agree that this Agreement shall be binding upon and inure to benefit of their respective successors and assigns. 13. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the Parties and fully supersedes any prior agreements or understandings between the Parties relating to the subject matter set forth herein. -4- 14. AMENDMENT. Neither this Agreement, nor any term hereof, may be amended, changed, modified, altered or waived except in writing executed by both the City and Indiana American or by an order or directive of the Commission as set forth in Paragraph 5 above. 15. AUTHORITY OF PARTIES. Each Party and signatory hereto has the authority to enter into this Agreement and at all times has full authority to perform this Agreement. No further approval or consent by any other person or authority is required. Upon execution of the Agreement, the City shall designate a representative to whom all inquiries from Indiana American should be directed and decisions of that individual shall be final and binding on the City. 16. NOTICES. All notices and other communications between Indiana American and the City concerning this Agreement (collectively, "Notices") shall be given in writing to the addresses set forth below: Indiana -American: Vice -President of Operations Indiana -American Water Company, Inc. 555 E. County Line Road, Suite 201 Greenwood; IN 46143 With Copy to: Corporate Counsel Indiana -American Water Company, Inc. 555 E. County Line Road, Suite 201 Greenwood, IN 46143 City: Director, Richmond Sanitary District 2380 Liberty Avenue Richmond, IN -47374 With Copy to: Mayor, City of Richmond 50 North 5th Street Richmond, IN 47374 17. CONSTRUCTION. The headings or captions in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. 18. GOVERNING LAW. To the extent a dispute arises between Indiana American and the City involving enforcement of this Agreement, such dispute shall be governed by the laws of the State of Indiana applicable to contracts made and performed entirely in Indiana, without regard to any principles of conflicts of law. S11 19. INCORPORATION OF RECITALS. The Recitals are hereby incorporated into this Agreement. 20. COUNTERPARTS. This Agreement may be executed in counterparts, including facsimile or photocopy counterparts, each of which shall be deemed an original, but all of which taken together shall constitute a single document. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement this day of QC f , 2012. Date: \ 0- -�—) -J— � Q- Sarah L. Hutton, Mayor Date: /0 h INDIANAAMERICAN WATER CO. INC'. By: swcj.L- d Vice President of Operations THE CITY OF RICHMOND, INDIANA, by and through its Board of Sanitary Commissioners Richard Bodiker, President Gilbert Klose, Vice President -7-