CC Resolution No. 2183 - BaytownYouthFairBanners BAYTOWN CITY OF BAYTOW\
-es
LEGAL DEPARTMENT 2401 Market Street•P.O.Box 424
Baytown,Texas 77522-0424
(281)420-6505•(281)420-6586 Fax
March 6,2012
Baytown Youth Fair and Livestock Association
Attn: Brenda Moore
7900 N.Main Street
P.O.Box 621
Baytown,TX 77522
Re: Banners concerning the 2012 Baytown Youth Fair
Dear Mr.Moore:
As you are aware, on February 23, 2012, the City Council of the City of Baytown passed Resolution No.
2183, which designated the 2012 Baytown Youth Fair as a city co-sponsored event for which off-premise
signs may be placed on city property pursuant to Chapter 118 "Signs,"Article III"Regulations,"Division
4 "Location," Subdivision IV "Off-Premises Signs," Section 118-358 "New Signs" of the Code of
Ordinances, Baytown, Texas, contingent upon the filing of the requisite application and an assumption of
liability. With respect to the assumption of liability arising out of or in connection with banners placed
on the City's rights-of-way by Baytown Youth Fair and Livestock Association (the "Association"), the
Association and the City agree as follows:
1. City's Obligations
1.01 The City shall permit the Association to use, free of charge, its property for decorative
banners concerning the 2012 Baytown Youth Fair across Garth Road, Decker Drive and
N. Main Street(the`Banners") in accordance with Resolution No. 2183.
2. Association's Obligations
2.01 The Association agrees to file a permit application with the City Clerk for the placement
of the Banners at the locations described hereinabove.
2.02 The Association shall not place any Banners on the City's property until it has received
all requisite permits from the City. The Association shall at all times during the term of
this Agreement comply with all applicable federal, state and local laws pertaining to the
installation,placement and maintenance of the Banners.
2.03 The Association shall at all times exercise reasonable precautions for the safety of
officers, agents, employees, volunteers, and others when installing and maintaining the
Banners and shall comply with all applicable safety laws, rules and regulations. The
safety precautions actually taken and their adequacy shall be the sole responsibility of the
Association.
2.04 Notwithstanding any other provision in this Agreement, it is
further agreed that neither the City nor CenterPoint shall be
responsible to any party or parties whatsoever for any claims,
Baytown Youth Fair and Livestock Association
Banner Letter Agreement
March 6,2012
Page 2
demands, losses, suits, judgments for damages or injuries to
persons or property by reason of the construction, maintenance,
inspection or use of the Banners belonging to the Association and
constructed on City property upon CenterPoint's poles or street
light poles or in its ducts, and the Association shall indemnify and
hold the City and CenterPoint harmless against all such claims,
losses, demands, suits and judgments, to the extent permitted by
the Texas Constitution and Texas Tort Claims Act, but the
Association does not, by this Agreement, admit primary liability
to any third party by reason of the Association's operation and
use of the Banners, such being a function of government.
2.05 The Association agrees to remove the Banners on or before May 22, 2012.
3. Term
The term of this Agreement shall begin on the date signed by the City Manager and shall continue
in full force and effect until the Banners are removed; provided that the assumption of liability
expressed in Section 2.04 shall not so terminate or expire.
4. General Conditions
4.01 Neither the City nor the Association shall sell, assign, or transfer any of its rights or
obligations under this Agreement in whole or in part during the term hereof.
4.02 Notwithstanding anything to the contrary contained in this Agreement, the City and the
Association hereby agree that no claim or dispute between the City and the Association
arising out of or relating to this Agreement shall be decided by any arbitration proceeding
including, without limitation, any proceeding under the Federal Arbitration Act(9 U.S.C.
Sections 1-14), or any applicable State arbitration statute, including, but not limited to,
the Texas General Arbitration Act, provided that in the event that the City is subjected to
an arbitration proceeding notwithstanding this provision, the Association consents to be
joined in the arbitration proceeding if the Association's presence is required or requested
by the City for complete relief to be recorded in the arbitration proceeding.
4.03 Failure of either party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on and to enforce by an
appropriate remedy, strict compliance with any other obligation hereunder to exercise any
right or remedy occurring as a result of any future default or failure of performance.
4.04 This Agreement shall in all respects be interpreted and construed in accordance with and
governed by the laws of the State of Texas, regardless of the place of its execution or
performance. The place of making and the place of performance for all purposes shall be
Baytown, Harris County, Texas.
Baytown Youth Fair and Livestock Association
Banner Letter Agreement
March 6,2012
Page 3
4.05 All parties agree that should any provision of this Agreement be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Agreement,
which shall continue in full force and effect.
4.06 In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author
the same.
4.07 This Agreement together with Resolution 2183 contains all the agreements of the parties
relating to the subject matter hereof and is the full and final expression of the agreement
between the parties. This Agreement shall not be amended or modified without the
express written consent of both parties hereto.
Should the above-referenced terms and conditions be acceptable to the Association, please sign in
the space provided hereinbelow. Thereafter, I will present it to the City Manager for approval. Should
you have any questions or if I may be of any assistance, please do not hesitate to contact me. Thank you
for your assistance in this matter.
Si cerely,
gnacio Ramirez, Sr.
City Attorney
AGREED:
Baytown Youth Fair and Livestock Association
OaW 7ad-4(4/1-)
(Signature) (Date)
s v n
(Printed Name)
) IeeSZ? i/err
(Title)
AGREED:
O
ROBERT D. LEIPER,City Manage (Date)
\\CobfsOl\legal\Karen\Files\Contracts\Banner Agreement\BannerLetterAgreement4YouthFair.doc