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Home My WebLink AboutAnston, Cecil - Revocable Licence Agreement (use of logo on mini-bus) REVOCABLE LICENSE AGREEMENT PARTIES: Licensee: Cecil Aston City: City of Yakima, Washington, a municipal corporation SUBJECT PROPERTY: The City of Yakima "apple" logo and 'Yakima Transit' insignia, used by the City of Yakima as its municipal logo and to identify the City's public transportation services and associated equipment. RECITALS: City owns and reserves all claims to its City "apple" logo, as well as to the "Yakima Transit" insignia used on Yakima Transit buses and service material to identify Yakima Transit buses as well as the general public transportation services provided by the City. Licensee wishes to utilize the City "apple" logo as well as the "Yakima Transit" Insignias, on the small privately owned "mini -bus" he created. , City is willing to provide Licensee with a Revocable License to use the City "apple logo, together with the "Yakima Transit" insignia, on his mini -bus when the bus is displayed during displays, demonstrations and events, in accord with the following agreed terms: AGREEMENT: For and in consideration of the mutual promises and covenants contained herein, The City hereby grants to Licensee a revocable license to display the City of Yakima "apple" logo, as well as the "Yakima Transit" insignia, on Licensee's privately owned mini -bus during certain public displays and events. This revocable license is subject to the following terms and conditions: 1. Termination: Notwithstanding any provision in this agreement to the contrary, Either party may terminate this license by providing twenty (20) days written notice to the other party. 2. No Payment Required: This revocable license is granted to Licensee -as an accommodation with no monetary consideration. Licensee's use of the City logo and insignia (property) during events and displays that will promote the City transportation services is deemed a reasonable beneficial public use. arise as a result of the use of the mini -bus when bearing the City property that is the subject of this Agreement. The provisions of this paragraph shall survive the termination of this agreement ONLY for such cause or issue which originated DURING the effective term of this License Agreement and the Licensee is otherwise specifically denied indemnification for any action arising after the termination date. 7. Parties bound: Subject to the right of revocation as herein set forth, this agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs and successors. 8. Integration: This writing constitutes the entire agreement of the parties. 9. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed to be delivered three (3) days after having been deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set forth below or at such other addresses as may have been theretofore specified by written notice delivered in accordance herewith: City: City of Yakima Public Works Division 2301 Fruitvale Blvd. Yakima, WA 98902 Attention: Scott Schafer Public Works Manager Licensee: Cecil Aston 511 Terrace Drive Selah, WA 98942 10. Entire Agreement: This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this agreement. Any modification of this agreement or additional obligation assumed by any party in connection with this agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 11. Assignment or Sublicense: Licensee shall not assign or transfer this license, nor grant a sublicense for any purpose. 12. Severability: If any portion of this agreement is changed per mutual agreement or any portion is held invalid, the remainder of the agreement shall remain in full force and effect. 3. City Title: Licensee acknowledges the City's legal ownership and claim to said property described herein. Licensee expressly agrees to never deny City's right of ownership in said property and to never claim any ownership in the property in the Licensee's name. Licensee further agrees that he does not and shall not at any time claim any interest or right of any kind or extent whatsoever in the City's property Licensee exhibits on the exterior of his privately owned mini -bus that is the subject of this revocable license, by virtue of the rights granted under this License Agreement, Licensee's use under this agreement, or on any other basis. 4. Licensee Title: City acknowledges the Licensee's legal ownership and claim to the Mini -bus described herein. City expressly agrees to never deny Licensee's right in ownership of said Mini -bus and to never claim any ownership in the City's name. City further agrees that they do not and shall not at any time claim any interest or right to the privately owned mini -bus by virtue of the rights and promotional benefits afforded the City under this License Agreement, City's use under this Agreement, or on any other basis. 5. Specific Conditions of use: Licensee agrees to display the City property that is the subject of this License Agreement in compliance with the following condition of use. a. City property may only be displayed on the mini -bus during displays and events that have been pre- approved by the Yakima Transit manager; b. During displays and events where the City property is displayed on the mini -bus Licensee shall exhibit the conduct and appearance appropriate to and expected of a City employee. 6. Indemnification: When the mini -bus bearing the City property /logo is being displayed or exhibited at events that have been pre- approved by the city of Yakima, City shall protect, defend, indemnify and hold the licensee, his agents, estate, and heirs harmless from and against any and all claims, demands, losses, damages, liens, liabilities, penalties, fines, lawsuits, and other proceedings, and any costs and expenses associated with the same (including attorney's fees and disbursements, whether in litigation or not), which accrue to or are incurred by the licensee or his agents, estate, and heirs and which arise solely as a direct result of the use of the City property that is the subject of this Agreement. When the mini -bus bearing the City property /logo is being displayed or exhibited at events that have been pre- approved by the city of Yakima, Licensee shall protect, defend, indemnify and hold the City, it's elected representatives, officers, agents, employees and volunteers harmless from and against any and all claims, demands, losses, damages, liens, liabilities, penalties, fines, lawsuits, and other proceedings, and any costs and expenses associated with the same (including attorney's fees and disbursements, whether in litigation or not), which accrue to or are incurred by the City, it's elected representatives, officers, agents, employees and volunteers, which 13. Governing Law: This agreement shall be governed in all respects by the laws of the State of Washington. 14. Venue: In the event there should be any litigation arising out of this agreement, venue shall lie in a court of competent jurisdiction in Yakima County, Washington. 15. Capacity, Due Authorization: Licensee and City affirms and warrants that the individual whose signature appears below on its behalf has the full power, capacity, and legal right to execute this Agreement and that it shall constitute the legal, valid and binding obligation of City and Licensee respectively, enforceable in accordance with its terms. DATED th'_ ` da ept: ber )14 CITY OF , KIMA, W .SHI TON Allia • �� Tony O'Ro rke i , City Mana:.-r i S 1 ( 1'11 k • , City Cler 1�4 * v1/4 ...$ City Contract No. 0 .2o*/ 7y City Resolution No. N/./- LICENSEE' >,/ 9 .1/