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HomeMy WebLinkAbout2009-251 Agrmt Chamber - Wreaths '. ..... ., LICENSE AGREEMENT CITY OF ASHLAND AND ASHLAND CHAMBER OF COMMERCE THIS AGREEMENT is entered into by and between the CITY OF ASHLAND, OREGON, hereinafter referred to as CITY, and the ASHLAND CHAMBER OF COMMERCE, hereinafter referred to as CHAMBER. RECITALS A. The City owns 50 holiday wreaths which can be affixed to lamp posts in the City. B. The Chamber wishes to have the City grant a license to the Chamber to use the holiday wreaths. C. The Chamber agrees to assemble, install, maintain, and repair the wreaths. D. The City agrees to store the wreaths when the wreaths are not in use by the Chamber. NOW, THEREFORE, the parties hereto agree as follows: Section 1. Term of Agreement. This Agreement shall be effective for four (4) years beginning December 1, 2009, and ending November 30, 2013. This Agreement shall terminate at the end of the term and this Agreement. Upon termination of this Agreement the City shall declare the holiday wreaths surplus property in accordance with the Ashland Municipal Code (AMC)and donate the wreaths to the Chamber or its Foundation in accordance with the AMC and Oregon Law. Nothing in this Agreement prohibits a new agreement after the termination. Section 2. Scope of License. The City agrees to grant the Chamber a license to access, assemble, maintain, repair, and use the City's holiday wreaths, which includes the wreaths, garland, bows, LED lights, and tie wraps. The Chamber agrees to affix and display the wreaths on the lamp posts in Ashland from mid-November through January 1st Section 3. Monthly License Fee. The Chamber shall pay to the City the sum of NINE THOUSAND SIX HUNDRED EIGHTY-SIX DOLLARS ($9,686.00) for the license granted in Section 2. For the term of this Agreement, the Chamber shall pay in monthly installments. The first monthly payment of TWO HUNDRED ONE DOLLARS ($201.00) shall be due by December 1, 2009, and monthly payments shall be due on the first of each month thereafter. The Chamber may pay in advance but is solely responsible for making all payments. Section 4. Maintenance Responsibilities of the Chamber. The Chamber shall provide all materials and labor necessary to properly maintain the holiday wreaths and all components. The chamber shall maintain and repair the holiday wreaths and keep all 50 such wreaths in working order for the duration of this agreement. Section 5. Storage Responsibilities of the City. The City shall provide storage use for all Page 1 of 3 License Agreement ~. . ,. holiday wreaths when such wreaths are not in use by the Chamber. Section 6. Default. If either party fails to comply with any term or condition, or fulfill any obligation of this Agreement, the defaulting party shall be held to have breached the terms of this Agreement if the default is not cured within 30 days after the defaulting party receives written notice from the non-defaulting party pursuant to Section 8.6 explaining the cause of the default. If the default is of such a nature that it cannot be completely remedied within the 30- day period, then the defaulting party will not be found in breach as long as it begins correction of the default within the 3D-day period, and continues with reasonable diligence and in good faith to comply with this Agreement as soon as practicable. Section 7. Termination. 7.1 Mutual Consent or Written Notice. This Agreement may be terminated at any time by mutual consent of both parties. The City shall be entitled to recover compensation for license fees due on or before the date of termination. 7.2 Default. This Agreement may also be terminated pursuant to a default according to Section 6. In the event of a default, the Agreement may be terminated at the option of the non-defaulting party by written notice to the defaulting party. The City shall be entitled to immediately recover all license fees contemplated under this Agreement, without waiting for the scheduled payment dates, as long as the City is not in default of this Agreement. 7.3 Remedies Cumulative. The rights and remedies of the City under this Agreement upon a breach thereof by the Chamber are not exclusive and the City shall have all rights and remedies allowed under applicable law in addition to the rights and remedies contained in this Agreement. Section 8. Miscellaneous Provisions 8.1 Indemnification. To the extent legally possible, the Chamber and the City shall each indemnify and hold the other, its officers, agents and employees, harmless from and against any and all claims, actions, liabilities, costs, including costs of defense, arising out of or in any way related to any act, failure to act, or negligence by the first party or its employees, agents, officers and contractors in connection with this Agreement. 8.2 Insurance. The Chamber and the City shall each maintain effective comprehensive general liability insurance with minimum limits that are not less than the limits stated in ORS 30.270, at its own expense, for the duration of this Agreement. The City shall be included as an additional insured on the Chamber's policy. The Chamber shall provide all employees performing work under this Agreement with worker's compensation coverage. 8.3 Non-waiver. Waiver by either party of strict performance of any provision of this Agreement shall not waive or prejudice the party's right to require strict performance of the same provision or any other provision in the future. No waiver, consent, modification, or change of the terms of this Agreement shall bind either party unless in writing and signed by all parties. Such waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. 8.4 Attornevs' Fees. If any litigation is commenced between the parties to this Agreement concerning this Agreement, or the rights and duties of either party, the prevailing party in that litigation shall be entitled, in addition to any other relief that may be granted in the Page 2 of 3 License Agreement ~ .,~ litigation, to a reasonable sum for that party's attorneys' fees, including attorneys' fees on appeal. The amount of the fees shall be determined by the court in that litigation or in a separate action brought for that purpose. 8.5 Contract Administration. This Agreement shall be administered by the City through the City Administrator and by the Chamber through its Executive Director. Either party may change its representative by providing the other party written notice of the new representative=s name and address. 8.6 Notices. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to a party of this Agreement shall be in writing and shall be deemed duly served and given when personally delivered to the party, any managing employee of the party, or, in lieu of personal service, when deposited in the United States mail, first class postage prepaid, addressed to the appropriate party as follows: CITY City of Ashland Attn: City Administrator 20 E. Main St. Ashland, OR 97520 CHAMBER Ashland Chamber of Commerce Attn: Executive Director P.O. Box 1360 Ashland, OR 97520 8.7 Personnel. No employees will be formally transferred pursuant to this Agreement. This Agreement does not change the status of any employee, contractor or officer of the City or the Chamber. 8.8 Governinq Law. This Agreement, and all matters relating to this Agreement, shall be governed by the laws of the State of Oregon in force at the time any need for interpretation of this Agreement or any decision or holding concerning this Agreement arises. 8.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding. 8.10 Entire Aqreement. This Agreement and its attachments constitute the entire and sole agreement between the City and the Chamber respecting the licensing of the holiday wreaths to the Chamber. Any agreements or representations respecting the holiday wreaths, the license, or any other matter discussed in this Agreement are null and void unless expressly set forth or incorporated into this Agreement. INTENDING TO BE BOUND, the parties have executed this Agreement as of the date written below. By: Title: Date: By: / Title: Date: Page 3 of 3 License Agreement