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
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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
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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
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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.
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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.
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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
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