HomeMy WebLinkAboutCity Council Resolution 18-032 Authorizing the Public Works Director to execute light pole banner use agreementsRESOLUTION NO. 18-032
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA
AUTHORIZING LIGHT POLE BANNER USE AGREEMENTS
WHEREAS, the City of Saratoga owns various light poles in the City and uses some of
these light poles for vertical banners it has created to promote community identity and civic
pride, beautify City streets, and inform the public of community events; and
WHEREAS, the City does not post banners on all suitable light poles at all times. For
suitable poles not being used for a City -sponsored banner, other public agencies serving Saratoga
residents may be interested in making use of the poles for banners that advance the city's goals
of promoting community identity and civic pride, beautifying City streets, and informing the
public of community events.
WHEREAS, the City of Saratoga Public Works Department maintains the City -owned
light poles and is best suited to administer the use of those poles for banners.
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of
Saratoga hereby authorizes the Public Works Director or Director's designee to enter Light Pole
Banner Use Agreements with public agencies serving Saratoga residents. These agreements shall
be in substantially the form and content of the model agreement attached hereto.
AND BE IT FURTHER RESOLVED, that all prior policies and Council direction
regarding shared use of City -owned light poles are hereby rescinded and of no further force and
effect.
The above and foregoing resolution was passed and adopted at a regular meeting of the Saratoga
City Council held on the 6th day of June 2018 by the following vote:
AYES: Mayor Mary -Lynne Bernald, Vice Mayor E. Manny Cappello, Council Members
Howard A. Miller, Emily Lo, Rishi Kumar
NOES:
ABSENT:
ABSTAIN:
ATTE T•
. , / / DATE
Nora Pimentel, MMC
City Clerk
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City of Saratoga
Public Agency Light Pole Use Agreement
This agreement is made and entered into
("City") and the
between the City of Saratoga, a municipal corporation
("Agency"), a California for
the period effective , 20_ through , 20_
Purpose. This agreement sets forth the terms of City's permission for Agency's use of
City -owned light poles to display banners regarding Agency's programs in Saratoga and
the region.
2. Use of City Light Poles. Agency may use City light poles as set forth in Exhibit A to
this agreement which sets forth (i) a list the light poles to which it applies, (ii) the dates
authorized for use, (iii) a description of the banners to be displayed, (iv) a list of the
applicable charges for City to recover its costs in connection with mounting and
removing the banners and administering this agreement; and (v) contact information for
City and Agency. Exhibit A is a part of this agreement and hereby incorporated herein.
Agency shall provide City with all banners in accordance with the specifications in
Exhibit A and City shall be responsible for installing and removing all banners. City
assumes no responsibility or liability for damage or theft of banners provided by Agency.
The contacts listed in Exhibit A shall have full authority to respond to questions from the
other party regarding administration of this Agreement.
3. Payment. Agency shall pay City the total amount specified in Exhibit A not later than
thirty (30) days prior to the first date that a banner is to be displayed. In the event that
additional costs are incurred by City in accordance with Exhibit A, Agency shall pay City
the amounts due within 30 days of receipt of an invoice from the City. Payment shall be
by check payable to the City of Saratoga and delivered to Saratoga Public Works
Department, 13777 Fruitvale Avenue, Saratoga CA 95070.
4. Use Agreement Only. This is solely a use agreement and Agency has not been given
and is not given a lease of the light poles that are the subject of this agreement or any part
thereof and acquires no easement, license, or other interest therein.
5. Copyright and Intellectual Property. Agency represents and warrants that it has the
legal right to utilize all images and text on the banners to be displayed under this
agreement. Agency shall indemnify and hold City harmless from all loss and liability,
including attorneys' fees, court costs and all other litigation expenses for any
infringement of the copyright or any other proprietary right or trademark, and all other
intellectual property claims of any person or persons in consequence of the City posting
the banners that are the subject of this agreement. Agency hereby grants City a royalty -
free and irrevocable license to reproduce, publish, use, and to authorize others to do so,
photos and videos including the banners to be displayed under this agreement.
6. Termination. Either party may terminate the agreement with a ninety (90) day advance
written notice. Upon termination, this agreement shall become of no further force or
Public Agency Light Pole Use Agreement — Page 1
effect whatsoever and each of the parties hereto shall be relieved and discharged from the
rights and obligations of this agreement, subject to payment of amounts due for use of
City facilities prior to the expiration of the notice of termination.
7. General Matters
This Agreement is neither assignable nor transferable to any other party.
b. Agency understands and agrees that there is no representation, implication, or
understanding that the City will renew this agreement or authorize use of light
poles under a new agreement following expiration or termination of this
agreement. Agency waives all rights or claims to notice or hearing respecting any
failure by City to renew or extend this agreement or any other authorization to use
City facilities.
The failure by any party to enforce any of its obligations or to exercise its rights
shall in no event be deemed a waiver of the right to do so thereafter.
d. If any litigation is commenced between parties to this agreement concerning any
provision hereof or the rights and duties of any person in relation thereto, each
party shall bear its own attorneys' fees and costs. This agreement shall be
administered and interpreted under the laws of the State of California. Jurisdiction
of litigation arising from this agreement shall be in that state and venue shall be in
Santa Clara County, California. If any part of this agreement is found to conflict
with applicable laws, such part shall be inoperative, null and void insofar as it
conflicts with said laws, but the remainder of this agreement shall be in full force
and effect.
The Agency representative signing below hereby represents to the City that s/he is
Agency's authorized representative with full power and authority to bind Agency
to the terms and provisions of this agreement.
f. Both City and Agency have drafted and reviewed this agreement, and
accordingly, the normal rule of construction to the effect that any ambiguities are
to be resolved against the drafting party, and shall not be employed in the
interpretation of this Agreement or any amendment of it.
g. This agreement contains the entire agreement between the parties with regard to
the matters set forth herein, except as otherwise specifically set forth in this
agreement. This agreement may be amended or modified only by an agreement in
writing executed in the same manner as this agreement.
Public Agency Light Pole Use Agreement— Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth below.
City of Saratoga Agency
By: By:
John Cherbone
Director of Public Works Print Name:
Date: Title:
Date:
Exhibit List
Exhibit A — Public Agency Light Pole Use Program Description
Y.RKINRUMFII1,11M. 1111
Public Agency Light Pole Use Agreement— Page 3
Exhibit A
City of Saratoga Public Agency Light Pole Use Program Description
Name of Public Agency:
Number of light poles to be used for banner display:
Location of light poles to be used for banner display: See attached diagram showing approximate location of the
light poles.
Dates of banner display:
Dimensions of banners to be displayed:
General description of banners to be displayed:
❑ See attached.
Charges
Installation and removal of banners: $
Installation of mounting brackets (if applicable)
Program administration charge: $
Total due 30 days prior to banner posting: $
Note that the fees above apply to one installation and removal of each banner. Banners that are
damaged during the display period will be removed early at Agency's request. If Agency requests
posting of a replacement banner there is an additional charge of $ per banner.
Contact Information
Agency's contact information is as follows:
Contact Name:
Street:
Saratoga, CA 95070
Telephone: E-mail:
City's contact information is as follows:
Contact Name:
Street:
Saratoga, CA 95070
Telephone: E-mail:
This contact information may be updated by notice from one party to the other without an amendment to this
agreement.
1001162.1
Public Agency Light Pole Use Agreement — Exhibit A — Page 4