HomeMy WebLinkAbout5.645 Original Contract
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Contract No. 03PB-11344
BRIGHTWAY LICENSE AGREEMENT
'executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
And
CITY OF PORT ANGELES, WASHINGTON
LICENSE AGREEMENT
~ This License Agreement ("Agreement") is executed on the J~ day of
~ 2003, (the "Effe~tive Date"), by and between the Bonneville Power
Administration, an agency of the Department of Energy 9f the United States of
America ("Licensor" or "Bonneville"), and the City of Port Angeles, Washington ("Port
Angeles"), each of which also may be referred to herein individually as a "Party" and
collectively as the "Parties."
BACKGROUND
Bonneville has purchased the BRIGHT WAY SOLAR WATER HEATER Program
("Program") and is the owner of, and has exclusive right to use, license, and otherwise
authorized use of certain certification marks, trademark~, Service Marks' and related
good will, copyrights, know-how, proprietary information, and other materials and
services which are used in the Program. Bonneville desires to make the Program and
Trademark available to regional utilities. Port Angeles desires to obtain a license to
use the Program and Trademark. In consideration of the covenants, representations,
and warranties set forth herein and for other valuable consideration, the Parties agree
as follows:
1. TERM
This contract becomes effective at 2400 hours qn the date of execution by both
parties and remains in effect until 2400 hours on Qctober ~O, 2006 or until it is
terminated by either party as provided for in Section 13. This contract may be
03PB-ll344, City of Port Angeles
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extended by mutual agreement. All obligations and liabilities are preserved
until satisfied.
2. DEFINITIONS.
(a) "Program" or "The Bright Way to Heat Water™ Solar Water Heater
Program" means the Bonneville residential energy conservation program
that is used to promote and certify residential solar water heaters.
(b) "Trademark" means the registered trademark description and design
shown in section 5.
3. LICENSE.
Under this Agreement, Bonneville hereby grants Port Angeles a nonexclusive,
nontransferable license to use the Program and Trademark for the sole purpose
of certifying and promoting residential solar water heaters within Port Angeles'
retail service territory, Port Angeles agrees to:
(a) include the registration notice "TM" on the registered Trademark, if the
Trademark is used,
(b) assure Program consistency and quality by verifying that all solar water
heater installations have been inspected and are installed in compliance
with Program specifications, and
(c) allow Bonneville to review its use and promotion of the Program and
Trademark to make certain it is in compliance with Program
specifications and standards.
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4. PROPRIETARY RIGHTS AND OBLIGATIONS.
Port Angeles acknowledges that Bonneville has an exclusive proprietary right
and interest in and to the Program. Any publication, reproduction or
distribution of Program materials not in accordance with this Agreement is
expressly prohibited. Program materials remain, in whole or in part, the
property of Bonneville. Any rights not expressly granted herein are reserved to
Bonneville.
5. TRADEMARK.
The Program trademark registration number, description, and design are shown
below.
(a) Registration Number: 5-30358
(b) Trademark Description: The Bright Way to Heat Water™
(c)
Trademark Design:
lD( BRUll WAr
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TO HEAT WATER
6. PROGRAM WARRANTIES AND DISCLAIMERS.
Bonneville makes no representations about the suitability of the program for
any purpose except as warranted in the license agreement. Bonl1eville hereby
disclaims all warranties and conditions with regard to the program including all
implied warranties and conditions of merchantability, fitness for a particular
purpose, title, and non-infringement. In no event shall Bonneville or its agents,
contractors, or representatives be liable for any special, indirect, or
consequential damages or any damages whatsoever resulting from use of the
program, loss of use; data or profits, whether in an action of contract,
negligence, or other tortious' action arising out of or in connection with the use
or performance of this' program. .
7. ASSIGNMENT.
Neither party may assign this Agreement without the prior written consent of
the other.
8. NOTICES.
(a) Any notice specifically required to be given under this Agreement shall be
in writing. Notices will be effective when received.
(b) The Parties shall provide each other with any information reasonably
required to administer this Agreement.
(c) Either Party may change the address for notices by giving notice of such
change in accordance with this section.
If to Port Angeles:
If to Bonneville:
City of Port Angeles
P.O. Box 1150
Port Angeles, WA 98362
Attn: Larry Dunbar
Power Resources Manager
360-417-4710
360-417 -4709
ldunbar@ci.port-angeles.wa.us
Phone:
FAX:
E- Mail:
Bonneville Power Administration
P.O. Box 3621
Portland, OR 97208-3621 .
Attn: Mark Johnson':"" PNG-1
Contract Administrator
503-230-7669
503'-230-4061 .'
mejohnson@bpa.gov
Phone:
FAX:
E- Mail:
9. GOVERNING LAW.
This Agreement shall be govemed by and construed in accordance with United
States Federal common law.
10. MISCELLANEOUS PROVISIONS.
This license does not include any technical support services from Bonneville.
Limited technical support for the Program materials may be obtained from
.
Bonneville on a case-by-case basis. General questions and information about
the Program materials should be directed to Adam Hadley, Re~idential
Engineer, 503-230-4631 or Mark Johnson, Program Manager, 503-230-7669.
11. ENTIRE AGREEMENT.
This Agreement, including all provisions and exhibits, constitutes the entire
Agreement between the Parties. It supersedes all previous communications,
representations, or agreements, either written or oral, on the subject matter of
this Agreement.
12. SIGNATURE CLAUSE.
Each Party hereto represents that it has the authority to execute and deliver
this Agreement and that it has been duly authorized to enter into the
agreement.
13. Termination.
Either party may terminate this agreement by providing the other party with
thirty calendar days' written notice. Upon termination, Port Angeles agrees to
discontinue the Program and use of this Trademark within thirty days of
termination.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
By
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City Manager"
Name ~d-c f 4/""1'" A
(Print/ Type)
By
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Account Executive
Date Signed ~~~~?
Name chG<.ck. h-Yw. ~V\ Jv.
(Print/ Type)
Date Signed (j (/7/2 Oft 5"
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