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Quakes-UlvinCOVID 19: License and Management Agreement for Use of Municipal Property for Youth Baseball and Softball This Non -Exclusive License and Management Agreement (the "License"), dated for reference purposes only as of the 1St day of June, 2020, is entered into by and between City of Blair, Nebraska ("Licensor") and Quakes -Ulven, 2259 Davis Dr. ("Licensee"). RECITALS A. Licensor owns the real estate legally described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Real Property"). B. The Licensee desires to license a portion of the Real Property as identified on Exhibit `B" attached hereto and incorporated herein by this reference (the "Premises"). C. The Premises includes a baseball and/or softball playing field and associated improvements and structures included therewith all as more particularly described on Exhibit `B". D. Licensee is involved in organizing youth baseball and/or softball in the community. E. Licensor recognizes the additional requirements associated with operating the Premises as a result of the ongoing COVID-19 and novel coronavirus situation and is not able to ensure that operation of the Premises during all practices and games follows the current applicable rules for safe operation. F. Licensee desires to utilize the Premises for youth baseball, softball, and/or related activities and is willing to enter into this License in order to manage the Premises in accordance with the applicable rules for safe operation. G. Licensor desires to enter into this License whereby Licensee shall license and manage the Premises for Licensor, subject to the following terms. NOW THEREFORE, Licensor and Licensee agree as follows: 1. Licensed Premises. Licensor desires to license to Licensee a nonexclusive license to the Premises, as defined above, consisting of approximately 11.63 acres of real property as further described on Exhibit `B". Such area includes the community ball field(s) and the structures and improvements associated with the ball field(s), including, but not limited to, the bleachers, stands, restroom facilities, drinking fountain(s), and concession stand. Licensor licenses the Premises to Licensee, and Licensee licenses the Premises from Licensor, for the License Term, and Licensee agrees to pay the license fee, and to perform all of Licensee's obligations described herein. The parties agree that Licensee shall have the non-exclusive right to use such other portions of the Real Property as is necessary for Licensee to access and use the Premises. -1- 1. Management. The parties acknowledge and agree that Licensee shall be solely responsible for the operation and management of the Premises during the License Term when the Premises are being utilized for organized youth baseball or softball games, practices, and related activities. Licensee shall be responsible for operating and managing the Premises in accordance with all applicable rules and regulations of any governmental entity with jurisdiction over the Premises, including, but not limited to the June 1St Statewide Sports Reopening Guidelines issued by the Governor of the State of Nebraska , attached hereto as Exhibit "C" and incorporated by this reference, and any amendments, replacements, or supplements thereto (the "Rules"), any applicable directed health measure, and all resolutions and ordinances of Licensor. Licensee represents and covenants to Licensor that Licensee is familiar with the Rules and that Licensee shall operate and manage the Premises in accordance with the Rules. Licensee shall ensure that all coaches or appropriate personnel utilizing the Premises shall conduct themselves and their teams in accordance with the Rules. Licensee agrees to provide training and education as appropriate to all coaches or team managers to ensure that the Rules are followed. Licensee shall distribute and give to all Participants the Disclosures under this Agreement. Each team wishing to participate on the grounds of City of Blair must provide copies of signed Agreements for all participants affiliated with the team, together with a roster containing a complete list of the names of all players, coaches, officials, and others affiliated with the team. Copies of all signed Agreements and the roster containing a complete list of the names of all players and coaches must be provided to the Parks Department and shall be maintained by the municipal Clerk. If a participant does not sign an Agreement, or if a team does not submit the Agreements and roster, that participant and/or team will be unable to use the City of Blair's fields for any purpose. 2. Term. The License shall be for a term of six (6) months commencing effective as of June 1St, 2020. Either party shall have the right to terminate this License by providing the other party with no less than fifteen (15) days prior written notice. Such notice shall specify the date that the License shall terminate. Notwithstanding the foregoing or any other provision herein, the parties acknowledge and agree that Licensor retains the right, at any time, to terminate this License by written notice to Licensee if such termination is required under the applicable Rules or any amendment, replacement, or supplement thereto, or in the event Licensor determines, in Licensor's discretion, that Licensee has failed to manage and operate the Premises in accordance with the Rules. Any such termination shall not relieve the Licensee of the obligations of Licensee hereunder that have occurred or accrued hereunder prior to the termination. 3. Acceptance of Premises. By taking possession of the Premises, Licensee accepts the Premises in its current condition. Licensee further agrees that Licensor has not provided Licensee with any warranty or representation as to the condition of the Premises and that Licensee has investigated the Premises and has determined to Licensee's satisfaction that the Premises is satisfactory for Licensee's proposed use. Licensee also acknowledges and agrees that Licensee is only utilizing a portion of the Real Property that is described herein as the Premises and that Licensor and other parties shall also have the right to use the Real Property during the License Term, subject to the reasonable licensing discretion of Licensor. Licensee shall secure Licensor's permission prior to making any -2- improvements or alterations of any nature to the Premises. Licensor reserves the right to withhold its consent in Licensor's sole discretion. 4. Quiet Enjoyment. Upon Licensee's paying the license fee and other expenses provided in this License and observing and performing all of the terms, covenants and conditions to be observed and performed by Licensee hereunder, Licensee shall have possession of the Premises for the entire term hereof, subject to all of the provisions of this License. 5. Real Estate Taxes. If applicable during the License Term, Licensor shall pay all real property taxes and assessments, improvement bonds, and other governmental levies ("Taxes") imposed on or with respect to the Premises, if any exist. Licensee shall pay all personal property taxes imposed on or with respect to Licensee's equipment and personal property located on the Premises, if any exist. 6. Maintenance. Licensee shall, during the term of this License, and at its sole expense, keep the Premises in good order and repair, reasonable wear and tear excepted. Licensee shall be responsible to maintain the Premises in accordance with the Rules so that the Premises may be utilized for youth sports activities hereunder. Such obligation shall include, but not be limited to, cleaning and sanitizing restroom facilities regularly while players and fans are present, if any such restroom facilities are included and open on the Premises. If the concession stand is allowed under the Rules to open, the Licensee shall ensure that it is operated in accordance with the applicable Rules. Licensee shall also ensure that the concession stand, if any, remains closed so long as the same is required by the applicable Rules. Licensee shall ensure that the restroom, concession stands, and any seating or bleachers are only utilized in accordance with the applicable Rules and that any spectators are those permitted to be in attendance at the Premises in accordance with the Rules. Licensor shall be responsible for any mowing, irrigation, or application of fertilizer or weed control on the Premises in accordance with past practices of Licensor. Provided, however, Licensee shall be responsible for any of the same if they are caused by Licensee's misuse or damage to the Premises. Licensee agrees to promptly notify Licensor of any maintenance or repair that is the responsibility of Licensor hereunder. 7. Insurance. During the License Term, Licensee shall, at its own cost and expense, procure and continue in force such insurance policies as are required by Licensor. Such insurance shall, at a minimum include commercial general liability insurance with a combined policy limit of at least $1,000,000 or such other amount as is reasonably agreed to by the parties. Licensor shall be named as an additional named insured on all such policies of insurance. A renewal policy shall be procured not less than ten (10) days prior to the expiration of any policy. Each original policy or a certified copy thereof, or a satisfactory certificate of the insurer evidencing insurance carried with proof of payment of the premium, shall be deposited with Licensor prior to the commencement date of the term hereof and within ten (10) days of the each anniversary date thereafter. Licensee shall provide workers' compensation and employer liability coverage as may be required by the State of Nebraska. 8. Licensee's Indemnification. Licensee agrees to indemnify and hold Licensor harmless from and against any and all claims, damages, or causes of action and all liability, cost or expense specifically including court costs and all reasonable attorney fees to the extent the same arise out of or in any way connected with Licensee's or Licensee's agents' use of the Premises during the term hereof. -3- Whether the same are raised during the term hereof or after. Without limiting the foregoing, the parties acknowledge and agree that the foregoing indemnification specifically includes any claims, damages, or causes of action and all liability, cost or expense specifically including court costs and all reasonable attorney fees for any COVIDI9, novel coronavirus, or related issues. 9. Assignment. Licensee shall not assign, sub -license, or otherwise transfer, by operation of law or otherwise, this License or any interest herein without the prior written consent of Licensor, which consent may be withheld in Licensor's sole discretion. 10. No Re -license. Licensor's consent to any assignment, encumbrance, sub -license, occupation, or other transfer shall not release Licensee from any of Licensee's obligations hereunder or be deemed to be a consent to any subsequent assignment, sub -license, or occupation unless Licensor agrees in writing. The collection or acceptance of rent or other payment by Licensor from any person other than Licensee shall not be deemed the acceptance of any assignee or sub -licensee as the Licensee hereunder or a release of Licensee from any obligation under this License. 11. Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default: (i) the failure by Licensee to make any payment of the license fee or any other payments required to be made by Licensee under this License when due; and (ii) the failure by Licensee to observe or perform any of the provisions of this License to be observed or performed by the Licensee if such failure continues for a period of ten (10) days, or such other period if this License specifically provides a different period for a particular failure, after written notice by Licensor to Licensee of such failure; provided, however, that with respect to any failure which cannot reasonably be cured within ten (10) days, an Event of Default shall not be considered to have occurred if Licensee commences to cure such failure within such ten (10) day period and continues to proceed diligently with the cure of such failure. 12. Remedies. On the occurrence of an Event of Default, Licensor may at any time thereafter, with or without notice or demand and without limiting Licensor in the exercise of a right or remedy which Licensor may have by reason of such default or breach, exercise any rights or remedies Licensor may have at law or in equity, including, but not limited to, one or more of the following: A. declare the License at an end and terminated; B. sue for any damages sustained by Licensor; C. cure any breaches of Licensee's obligations to pay utilities, provide insurance, or properly maintain the Premises. 13. Non -Exclusive Remedies. The remedies of Licensor set forth in Section 15 shall not be exclusive, but shall be cumulative and in addition to all rights and remedies now or hereafter provided or allowed by law or equity, including, but not limited to, the right of Licensor to seek and obtain an injunction and the right of Licensor to damages in addition to those specified herein. 14. Default by Licensor. Licensor shall not be liable to Licensee if Licensor is unable to fulfill any of its obligations under this License, if Licensor is prevented, delayed, or curtailed from so doing by reason of any cause beyond Licensor's reasonable control. Licensor shall not be in default unless Licensor fails to perform obligations required of Licensor within a reasonable time, but in no event later than thirty (30) days after written notice by Licensee to Licensor, specifying Licensor's failure to perform such obligation; provided, however, that if the nature of Licensor's obligation is such that more than thirty (30) days are required for performance, then Licensor shall not be in default if Licensor commences performance within such thirty (30) day period and thereafter diligently prosecutes its efforts to satisfy such obligation. 15. Entry y Licensor. Licensor and its agents and employees shall have the right to enter the Premises at all reasonable times and during normal business hours, to examine the same, to make such maintenance and repairs of the Premises and such maintenance, repairs, alterations, decorations, additions, and improvements to other portions of the Premises as Licensor requires. 16. Notices. Any notices required or permitted to be given under this License shall be in writing and may be delivered personally or by certified mail to the other party at the address set forth below. Any notice given by mail shall be deemed received two (2) business days following the date such notice is mailed as provided in this Section. Any notice given by electronic mail or personally delivered shall be effective upon receipt. Either party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. a. Licensor's Address: 218 South 16th Street Blair, Nebraska 68008 b. Licensee's Address: 2259 Davis Drive Blair, Nebraska, 68008 17. Applicable Laws. This License shall be governed by and construed in accordance with the laws of the State of Nebraska. 18. Modification. This License contains all of the terms and conditions agreed upon by the Licensor and Licensee with respect to the Premises. All prior negotiations, correspondence, and agreements are superseded by this License and any other contemporaneous documents. This License may not be modified or changed except by written instrument signed by Licensor and Licensee. 19. Relationship of Parties. Neither the method of computation of the license fee nor any other provisions contained in this License nor any acts of the parties shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between Licensor and Licensee, other than the relationship of Licensor and Licensee. -5- 20. Waiver. The acceptance of the license fee or other payments by Licensor, or the endorsement or statement on any check or any letter accompanying any check for the license fee or other payment shall not be deemed an accord or satisfaction or a waiver of any obligation of Licensee regardless of whether Licensor had knowledge of any breach of such obligation. Failure to insist on compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants, or conditions, nor shall any waiver or relinquishment of any right or power hereunder, at any one time or more times, be deemed a waiver or relinquishment of such rights and powers at any other time or times or under any other circumstance(s). 21. Partial Invalidity. If any term or provision of this License or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this License or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this License shall be valid and enforced to the fullest extent permitted by law. 22. Interpretations. Any uncertainty or ambiguity existing herein shall not be interpreted against either party because such party prepared any portion of this License, but shall be interpreted according to the application of rules of interpretation of contracts generally. 23. Memorandum of License. Licensee shall not be permitted to file a memorandum of the License or other documents in the real estate records of the County including the Premises. 24. Binding Effect. This License shall be binding upon and shall inure to the benefit of Licensor, Licensee, and their respective successors and assignees. 25. Counterparts. This License may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Execution Page Follows] IN WITNESS WHEREOF, the parties hereto hereby execute this License as of the day and year first above written. "LICENSEE" Quakes -U By: Its: Cd �. "LICENSOR" City of Blair, Nebraska Its: City Administrator -7- Exhibit "A" Legal Description [Insert Legal Description] Exhibit `B" [Insert Diagram or Description of the Licensed Premises] [Include List of Improvements/Structures] M 4811-9302-4700, v. I Exhibit "C" [Attach a copy of the current Rules] -10- Attachment A Tax lot 425 and Tax lot 643, located in Section 11, Township 18N, Range 11E which contain the former Dana Baseball field known as Paul Petersen Field and Softball Field known as R.D. "Moose" Zimmerman Field. Attachment B Zimmerman Field Playing field Dugouts Bleachers Fencing Warmup area Petersen Field Playing field Dugouts Bleachers Fencing Deck Concession Stand (if applicable) Warmup area q 11111111 q •' � The below guidelines lay out the planned reopening of certain sports. The State of Nebraska will utilize the April 2008 American Academy of Pediatrics Classification of Sports According to Contact as a guideline for opening sports of differing contact levels. Violation of these rules may mean a team is prohibited from practicing or playing games for the entire summer. The below guidelines apply only to team sports. Individual sports such as golf and tennis (including doubles tennis) are not prohibited under any Directed Health Measure (DHM), however, participants must practice social/physical distancing. Classification of Team Spoils According to Contact Level Basketball Baseball Badminton Boxing Football, flag or touch Bowling Cheerleading Softball Crew/Rowing Football, tackle Volleyball Curling Gymnastics Dance Hockey Rodeo* and horseback riding Lacrosse Swimming Martial arts Track and field events Rugby Soccer Wrestling * Exception for rodeo as there is limited or no contact with other people, primary contact is with animals. Month of May • No Organized Team Sports games for youth and adults. • No Team Organized Sports practices for youth and adults. This prohibition includes any practice, training or group exercise program organized by a coach of a sports team. • Businesses and organizations that provide sports training AND that sell memberships to provide such training are allowed to offer sports training as long as they follow the same guidelines as fitness centers/clubs, gymnasiums, health clubs, and health spas. No team organized training is allowed. Jure q • Schools are permitted to open weight rooms for use by all student athletes as long as they follow the same guidelines as fitness centers/clubs, gymnasiums, health clubs, and health spas. Helping People Living Better Lives" 5/22/2020 i pg. 1 • Team Organized practices for Noncontact and Limited -Contact Sports may begin unless circumstances dictate a change in date, • Rodeo events may also begin. • Players, coaches, and staff showing signs/symptoms of COVID-19 (fever over 100.417, sudden onset of cough or sudden onset of shortness of breath) shall not participate. • Dugout and bench use will not be allowed, Players and their items when not on the field/court should be lined up against the fence/wall at least six (6) feet apart, • Parents must remain in their cars or drop off and pick players up afterwards. • Players should use their own protective equipment including gloves, helmets, and bats as much as possible. — When protective equipment is needed to be shared, it should be disinfected between players use, Coaches are encouraged to rotate equipment when possible. • Coaches must disinfect shared equipment before and after each practice. • Coaches are responsible for ensuring social/physical distancing is maintained between players as much as possible. This means additional spacing between players while playing catch, during drills, or while waiting to participate, • Players must bring their own water/beverage to consume during and after practice. No shared drinking fountains or coolers. • Players must bring their own snacks to consume during and after practice. No shared/communal snacks. — The use of sunflower seeds, tobacco products, and spitting while practicing or playing is prohibited. • Team organized practices for contact sports remain suspended. • Team Organized games for Noncontact and Limited -Contact sports may begin unless circumstances dictate a change in date, • Same guidelines apply as above for practices, • Use of dugouts and benches are permitted during games only, -- For baseball and softball, the bleachers located between the dugout and home plate should also be used to spread out players. Players should have designated spots to place their personal items. Coaches must designate an adult who is responsible for ensuring players are seated on the benches unless they are actively participating in the game. — For all other sports, additional benches or bleachers should be used to spread out players, Players should have designated spots to place their personal items. Coaches must designate an adult who is responsible for ensuring players are seated on the benches unless they are actively participating in the game. • Players should use their own equipment including gloves, helmets, and bats as much as possible, — When protective equipment is needed to be shared, it should be disinfected between players use. — Coaches are encouraged to rotate equipment when possible. • Coaches must disinfect shared equipment before and after each game/match. • Fan attendance is limited to household members of the players on the team. (Collegiate, semi-professional, and professional games will follow gathering requirements under the Directed Health Measures and must submit plans prior to reopening if facilities meet these requirements.) For outdoor sports, no use of bleachers for fans. Fans must bring their own chairs or stand. Fans should keep six (6) feet of social distancing between different household units. No fan seating or standing is allowed within in six (6) feet of the teams' benches or for baseball and softball within the area from behind home plate to six (6) feet past the far end of each dugout. — If game/match is held at a facility that has a capacity of 500 or more individuals, (1,000 or more in counties over 500,000 population) shall follow reopening plans submitted, reviewed and approved by the Local Health Department by the facility, • Teams to play next must be provided designated areas for player warm-ups that provide for necessary physical/social distancing. • Post -game handshakes or interaction between teams are prohibited. "Helping People Living Better Lives" I Pg ® When games end, the leaving team must sanitize the dugout or bench area. No post -game talks at the field or court are permitted. Fans and players must leave the playing area and return to their cars immediately after the game. ® The team to play next must remain in their designated warm up area until the prior team has finished disinfecting and is completely out of the dugout or off of the court/field. ® Fans for upcoming games must remain in their cars during player warm ups. They will be permitted to come to the field/court once the team they are there to watch enters the playing area. ® Restrooms must -be cleaned and disinfected regularly (at least every 2 hours) while players and fans are present. Markings should be placed on the ground to ensure individuals waiting to use the restroom are spaced six (6) feet apart. ® Players must bring their own water/beverage to consume during and after practices and games. No shared drinking fountains or coolers. ® Players must bring their own snacks to consume during and after practice/games. No shared/communal snacks. ® Concession stands are allowed to open, if they meet the following: — Markings should be placed on the ground to ensure individuals are spaced six (6) feed apart. — Clean and disinfect high touch surfaces regularly while players and fans are present. — Staff must serve food directly to customers and remove self -serve condiment stations (e.g. provide customers with condiment packets upon request). — Whenever possible, practice social distancing between staff. — All employees directly interacting with customers should wear face coverings. — All food code regulations must still be followed. — Employees should wash hands frequently; provide hand sanitizer for customers. • Team organized practices and games for other sports may remain suspended.