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2021-03RESOLUTION NO. 2021-3 COUNCILMEMBER RUMP INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, an Agreement between the City of Blair, Nebraska, and Blair Area Young Men's Christian Association ("YMCA") has been prepared and presented to the City Council providing for the terms and provisions for operation of the Blair Swimming Pool for the 2021 season, a copy of which Agreement is attached hereto, marked Exhibit "A" and by this reference made a part hereof, and WHEREAS, the terms and conditions thereof are acceptable to the municipality. NOW, THEREFORE, BE IT RESOLVED that said Agreement referred to hereinabove is hereby adopted and accepted by the City of Blair and the Mayor and City Clerk are hereby authorized and directed to execute same on behalf of the municipality. COUNCIL MEMBER MINDY RUMP MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER FRANK WOLFF. UPON ROLL CALL, COUNCIL MEMBERS SCHANK, HALL, WOLFF, WILLIS, RUMP, STEWART, SHEPARD VOTING "AYE", AND COUNCIL MEMBERS NONE VOTING "NAY", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND ADOPTED THIS 26TH DAY OF JANUARY 2021. CITY OF BLAIR, NEBRASKA BY C;;� 11�= RICHARD HANSEN, MAYOR ATTEST: BRENDA WHEELER, CITY CLERK STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) BRENDA R. WHEELER hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said city held on the 26th day of January 2021. L'A - BRENDA WHEELER, CITY CLERK CITY OF BLAIR / YMCA POOL AGREEMENT THIS AGREEMENT is made and entered into this 1St day of February 2021, by and between the City of Blair, a municipal corporation in Washington County, Nebraska, organized and existing under the laws of the State of Nebraska, hereinafter referred to as "City", and Blair Family YMCA, hereinafter referred to as "Operator". WITNESSETH: WHEREAS, the City owns a public swimming pool located at 16th & Butler Streets in Blair, Nebraska, hereinafter referred to as "Pool"; and, WHEREAS, the Operator has agreed to operation of the Pool; and WHEREAS, the Operator has determined that Operator can successfully manage the Pool; and, WHEREAS, the parties hereto desire to enter into an Agreement for the operation of the Pool in accordance with the terms, provisions, and conditions set forth herein below. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the City and Operator do hereby mutually undertake, promise, agree, and contract for itself and its successors and assigns as follows: ARTICLE I. — TERM OF AGREEMENT Subject to the terms, provisions, covenants and conditions set forth hereinafter below and, unless earlier terminated in accordance therewith, the term of this Agreement shall be for the 2021 swimming season commencing on May 28th, 2021 and terminating with the closing of the pool on or about August 15, 2021 and the satisfactory completion of all requirements of this agreement including furnishing of all reports as may be agreed upon in writing by the Operator and the City, said agreements to include the days and hours of operation, weather and staffing. All parties understand that if the pool does not open as a result of COVID-19, then all parties are relieved from obligation to perform under this contract. ARTICLE II. — RIGHT TO OPERATE POOL A. The City hereby grants to the Operator the exclusive right and privilege to operate, manage, and maintain the public swimming pool located at 16th and Butler Streets in the City of Blair, Nebraska, during the term of this Agreement, subject to and expressly conditioned upon the terms, provisions, covenants, and conditions as set forth in this Agreement and the timely performance by the Operator in strict compliance therewith. B. This Agreement constitutes neither a conveyance nor a lease, but is a management agreement to manage, operate, and maintain the Pool for the purpose of providing a public City of Blair 2019 Pool Agreement Page 1 swimming pool. Nothing in this Agreement shall be construed to provide Operator with any ownership, right, or interest in the Pool. C. Nothing in this Agreement shall be construed to provide authority for control by Operator over any portion of Steyer Park, its parking areas, grounds, improvements, or other facilities. D. In the event the Pool is substantially destroyed by fire, explosion, the elements, the public enemy or other casualty or so damaged, the City shall be under no obligation to repair, rebuild, or reconstruct the premises. E. No alterations, additions, improvements, or physical changes to the Pool shall be erected, installed, or permitted by Operator or any person at its request without the prior express written consent and approval of the City. ARTICLE III. — ACTIVITIES AND USES OF POOL A. This Agreement grants the exclusive privilege of operating, managing, and maintaining the Pool as a public swimming facility for and on behalf of the City. Operator covenants and agrees that the premises shall be used exclusively for the operation of a public swimming pool and the provision of services and merchandise attendant to such an operation. B. The Operator acknowledges and agrees that the City has the right to adopt and enforce reasonable park rules and regulations and that it and all of its employees, agents, and servants will faithfully observe and comply with all rules and regulations as may from time to time be promulgated by the City Council. C. The Operator will not suffer or permit to be maintained upon the premises or upon the exterior of any improvements or appurtenances thereto any billboards, signs, or other advertising media except those which promote the activities and programs offered at the pool or the activities, programs and membership options provided by the Blair Family YMCA. Such billboards, signs, or advertising media shall be prepared by and the costs incurred by the Blair Family YMCA, and shall not be objectionable to the City regarding content, size, location and method of hanging. The Operator will not suffer or permit to be maintained within any structure situated upon or within the premises any signs or other advertising media which concerns goods or services other than those furnished or offered for sale by the Operator in connection with the operation of the pool or the operation of the Blair Family YMCA. ARTICLE IV. — DUTIES AND OBLIGATIONS OF OPERATOR AND CITY A. Utilities. The City shall be responsible for all electrical, water, and sewage charges applicable to the Pool during the term of this Agreement including all utility charges incurred by the City in the process of providing the pool start up and close down operations. B. Chemicals and Other Supplies. The Operator and City shall coordinate responsibility for the order, purchase, and delivery of all chemicals for water treatment and other purposes as City of Blair 2019 Pool Agreement Page 2 required for the proper and lawful operation of the Pool. The City agrees to have all invoices for chemicals and supplies directly billed to the City. All purchases of chemicals and supplies more than $5,000.00 (Five Thousand Dollars) must be preapproved by the City. The Operator shall provide all miscellaneous supplies, equipment, hardware, and other minor items necessary for the proper and lawful operation of the pools and related functions and shall retain ownership and possession of such items following the expiration of this Agreement. The cost of all supplies used may be submitted to the City for reimbursement based on an itemized statement. Unused supplies billed to the City shall be stored by the City for use by the City or in subsequent pool seasons. C. Maintenance. The City shall be responsible for all maintenance and repairs for all pool and bath house related items including, but not limited to, all mechanical systems and associated water and electrical supply lines between the pools and their meters and all improvements located within and including the pool fence. D. Trash Disposal. The Operator shall provide adequate sanitary handling and disposal of all trash, garbage, and other refuse located within the pool area and within 100 feet of the pool's fence/bath house perimeter. The Operator shall deposit all waste materials in trash receptacles which shall be provided and serviced by the City. Piling of boxes, cartons, barrels, or other similar items in an unsightly or unsafe manner on or about the premises is forbidden. E. Personnel. All recruitment, hiring, training, supervision, and payment of pool staff for the Pool shall be the responsibility of the Operator. Operator shall comply with all laws, ordinances, rules, and regulations regarding training, licensing, and certification of pool staff, including lifeguards, managerial personnel, and pool operators. Operator shall be solely responsible for payment of all taxes, workers compensation, or other expenses of employment. F. Food, Concessions or Vending Machines. The Operator shall provide food, concessions, or vending machines to the swimming public which, in the Operator's opinion, meets the public demand. Operator shall comply with Nebraska State Health Department rules and regulations pertaining to food and beverages in the pool area. ARTICLE V. — POOL START UP — CLOSE DOWN — MAINTENANCE A. Start Up. The City agrees to use its best diligence to begin all pool start up functions on May 24, 2021 or before, with the expectation of providing the pool to the Operator in an operational condition on or before May 26th, 2021 in preparation for a May 28th, 2021 opening of the contract year. All parties understand that if the pool does not open as a result of COVID-19, then all parties are relieved from obligation to perform under this contract. B. Consultation. The City agrees to be available to provide advice and consultation regarding pool operation as requested by the Operator. C. Close Down. The City agrees to perform all close down functions for the end of season City of Blair 2019 Pool Agreement Page 3 pool closing. The City and the Operator shall coordinate to insure efficient and timely close down procedures. D. Maintenance of Grounds. The City agrees to maintain the park grounds around the pool to City standards. Such maintenance shall include the mowing of grass, provision of trash receptacles and providing for the removal of such trash. E. Pool Pumps. The City will provide, in proper working condition, both a chlorine and acid pump and will replace or repair these pumps as necessary during the season. The City will provide a vacuum pump in an operational condition. ARTICLE VI. — POOL OPERATIONS A. It is the City's objective to provide the highest quality of service to the public. To accomplish this objective the Operator agrees to manage and operate the Pool with energy, fidelity, diligence, and dedication and in full compliance with all of the provisions of this Agreement. City further agrees to: 1. Perform the necessary daily cleaning of the pools and pool deck on weekdays (Monday through Friday) during the swimming season, cleaning to be completed by 7:45 a.m. Monday through Thursday and by 10:00 a.m. on Friday. 2. Perform the necessary back flushing and filter maintenance of the pool, such work to be performed in coordination with of the pool manager. When emergency situations arise with the pool filters, chemical pumps, or other equipment owned by the City, pool staff should contact the City of Blair on-call Cemetery -Parks employee immediately at 402-533-8589. 3. Both parties agree that if the city pool is unable to open by July 2nd, 2021 due information provided by state health officials directly associated with COVID-19, the city pool will remain closed for the summer season. 4. All parties understand that if the pool does not open as a result of COVID-19, then all parties are relieved from obligation to perform under this contract. Operator further agrees to: 1. Operate the Pool as authorized herein during days and hours which offers the maximum convenience to the public; provided, however, that the pool shall be open for public swimming from 1:00 p.m. until at least 8:00 p.m. Monday through Thursday each week and until at least 7:00 p.m. Friday through Sunday each week. The Operator shall notify the City no later than April 15th, 2021 should operator anticipate a shortage of lifeguards to operate the above schedule safely so that the City of Blair 2019 Pool Agreement Page 4 City and Operator may jointly adjust operational schedule based on projected availability of lifeguards. 2. Employ persons who are clean, courteous, efficient, and neat in appearance. The Operator shall not employ any person or persons in or about the premises who shall use improper language or act in a loud or boisterous or otherwise improper or unsafe manner. 3. Eject or direct the removal of patrons who are boisterous, loud, using improper language or acting in an unsafe manner. The City expressly grants the Operator and its employees such authority and expects the Operator to use such authority for the safety and enjoyment of the general public. 4. Ensure the robotic vacuum is properly setup and placed in the pool each night, as trained and instructed by City employees. 5. Perform the necessary daily cleaning of the pools and pool deck on weekends (Saturday and Sunday) during the swimming season, cleaning to be completed by 10:00a.m. B. Operator shall offer any and all public swim -related programs which can be conducted safely and within regulatory requirements at the Pool. These programs may include, but are not limited to, open swim lessons, swim teams, and pool rentals. Operator will offer a minimum of four (4) sessions for swim lessons for each level of Red Cross certification, except Lifeguarding. Session classes of less than 5 enrollees may be canceled upon consultation with the City. In the event of inclement weather, Operator may, at its option, use the YMCA indoor pool for swimming lessons and swim team practice or functions on a temporary basis; provided however, such temporary usage of the YMCA pool shall be at no additional cost or expense to the City. C. Operator, its employees, agents or servants, shall at all times during the term of this Agreement comply with the laws and regulations of the United States of America, the State of Nebraska, Washington County, and all applicable ordinances, codes, and regulations of the City of Blair including, but not limited to, requirements governing the operation of the public swimming pool. Violations thereof by Operator, its agents or employees or revocation of permits or licenses required for lawful and proper pool operation or for the performance of this Agreement shall be cause for termination of this Agreement at the sole option of the City. In addition, Operator shall comply with all provisions of the Swimming Pool Operators Manual published by the Nebraska Department of Health and Human Services. City of Blair 2019 Pool Agreement Page 5 ARTICLE VII. — POOL CHARGES The rates to be charged for pool use for the 2021 season are as follows. Should the pool be unable to open as set by the City or close prior to the August 15th date, the City at the City's sole discretion may adjust and prorate season membership fees. Youth Membership 18yrs. or less $60.00 Adult Membership 18+ $80.00 Family Membership $150.00 Youth Daily $4.00 Adult Daily (18 and older) $5.00 Swimming Lessons per Session $80.00 Baby Pool Free Admittance Pool Parry (1 %2 hr. minimum) 125-150 Max Capacity $250.00 All fees and charges shall be consistently applied, and no special or reduced fees shall be offered to any group or individual except as agreed to in this agreement or subsequent to this agreement by the City. All fees and charges, including concession revenue, daily fees, swim classes/lessons, family memberships, adult memberships, youth memberships, and swim parry fees shall be received and remitted by the Operator to the City on a daily basis. All weekend revenues shall be submitted on Monday following the weekend they are received. Families and individuals who have a valid membership with the Blair Family YMCA shall be admitted to open swimming at no cost. Parents of children using the baby pool shall not be charged for admittance if they do not use the main pool. Each parent shall wear a wrist band designating them as such. ARTICLE VIII. — MANAGEMENT FEE The City shall pay the Operator a Management Fee of $35,000 for the season. Should the pool not be able to open for the season due to COVID -19, the City shall not be responsible for making any payments to the operator. Should the pool open but not be able to complete the full scheduled summer operating season the management fee shall be reduced by a sum equal to 50% of the average weekly management fee for each week that the pool is not able to open based on a twelve (12) week operating season. Said Management Fee shall be paid as follows. $7,500 with May City claims, $7,500 with June City claims, $7,500 with July City Claims, $7,500 with August City Claims and the remaining sum of $5,000 upon filing of all reports satisfactorily to the City. In addition, the City shall reimburse the operator for all hourly staff wages and wage taxes associated with the operation of the pool. Reimbursement shall be monthly for all wages paid in the previous month and based on an itemized statement listing all individuals, hours, rate, gross City of Blair 2019 Pool Agreement Page 6 pay, and taxes. This includes pool manager, lifeguards, aquatics director, not to exceed $10,000, and pool attendants. Reimbursement shall be made as part of City monthly claims process and shall include any other costs for which the operator is requesting reimbursement including concession inventory and lifeguard certification costs, and based on an itemized invoice showing those costs. In return for paying all costs the operator shall submit gross revenues to the City as defined in ARTICLE XI (D) of this agreement. ARTICLE IX. — POOL IMPROVEMENT AND MAINTENANCE Nothing in this Agreement shall require or obligate the City to provide any repair, maintenance, or improvement to the Pool except as specifically defined herein. The City may individually evaluate any repairs and determine whether it will accept financial responsibility for such repair, maintenance, or improvement. In the event both parties decline to make repairs essential to the proper and lawful operation of the pool, this Agreement will terminate as further described in Article X. Notwithstanding the foregoing, the Operator agrees to repair or pay for all damage to the City's property caused by the wrongful or negligent acts or omissions of the Operator, its agents, servants, employees, contractors, invitees, guests, patrons, and suppliers arising out of, whether directly or indirectly, the Operator's operation of the pool. ARTICLE X. — TERMINATION A. In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should any one or more of the following events occur: 1. If the Operator shall file a petition of bankruptcy; or if proceedings in bankruptcy shall be instituted against it and it is thereafter adjudicated a bankrupt pursuant to proceedings; or if a court shall take jurisdiction of the Operator and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act; or if a Receiver for the Operator's assets is appointed; or if the Operator shall be divested of its rights, power, and privileges under this Agreement by other operation of law. 2. If the Operator shall abandon and discontinue the conduct of the Pool operation. 3. If the Operator shall fail to perform, keep, and observe any of the terms, provisions, covenants, and conditions contained in this Agreement to be performed, kept, and observed by it. 4. If the Operator shall fail to abide by all applicable laws, ordinances, rules, and regulations of the United States, State of Nebraska, Washington County, or the City of City of Blair 2019 Pool Agreement Page 7 Blair. 5. Provided that, upon the happening of any of the contingencies recited in subparagraphs 2, 3, and 4 above, the City shall give written notice to the Operator to correct or cure same and if, within seven (7) days from the date of such notice, the default to perform or breach complained of shall not have been corrected in a manner satisfactory to the City, then the City shall have the right to terminate this Agreement, without further notice, to enter upon and take full possession of the premises and facilities and to operate or close the Pool. Upon such happening, this Agreement shall automatically be deemed to have been irrevocably breached by the Operator and shall terminate. 6. This Agreement will terminate, and the pool shall close in the event that both the Operator and City decline to provide repairs necessary for the proper and lawful operation of the pool. 7. All parties understand that if the pool does not open as a result of COVID- 19, then all parties are relieved from obligation to perform under this contract. B. Operator acknowledges and agrees that all rights that it may have under this Agreement shall terminate and does hereby expressly release and waive any rights, claims, or causes of action it may have against the City or its successors in interest which may or could arise, either directly or indirectly as a result of any such action. C. Without prejudice to any other remedy which otherwise might be used for any breach of this Agreement, if the City is required or elects to pay any sum or incurs any obligation or expense by reason of the failure, neglect, or refusal of the Operator to perform any one or more of the terms, conditions, or covenants of this Agreement or as a result of any act or omission of Operator contrary to said terms, conditions, or covenants, the sum so paid or the expense so incurred, including all interest, costs, damages, and penalties shall become a financial obligation of the Operator, thereafter due hereunder and each and every part of the same shall be and become revenue recoverable by the City. ARTICLE XI. — RECORDS AND REPORTS A. Operator shall at all times during the term of this Agreement keep or cause to be kept true and complete books, records, and accounts of all fees, charges, and expenses associated with this Agreement. B. The City shall have the right to conduct audit examinations and to examine the books and records of Operator in connection with the operation of the pool facility and attendant sales and services. C. Operator will provide to the City daily attendance numbers showing the number City of Blair 2019 Pool Agreement Page 8 attending on season passes, number of youth and adult daily admissions, number attending as a YMCA member, as well as number of paid lessons, number of private party's daily income figures for every week or partial week during the 2021 swimming season. This report should be submitted to the City in a timely manner, but no later than September 15th, 2021. The City shall withhold $5,000 from the management fee until all reports have been satisfactorily received. D. The operator shall document all financial procedures and documents and shall upon the request of the City or City Auditor produce all records for which the operator is requesting expense reimbursement or records submitting payment of gross receipts. The term "Gross Receipts" includes fees received from passes, pool memberships, daily swim fees, lessons, pool rentals, swim team charges, and any and all other fees charged at the pool, and revenues from food and beverage concession sales of any and all other sundry items. E. Operator shall comply,with Nebraska Department of Health and Human Services rules, regulations, and statutes pertaining to record keeping including but not limited to reporting of pool operation and accident. ARTICLE XII. — INDEMNIFICATION AND INSURANCE A. The Operator covenants and agrees to indemnify and hold harmless the City of Blair, its officers, agents, and employees, their successors and assigns, individually or collectively, from and against all liability for any fines, claims, suits, demands, actions or causes of action of any kind and nature for personal injury or death, or property damage in any way arising out of or resulting from any activity or operation of the Operator on the premises or in connection with its use of the premises or facilities and the Operator further agrees to pay all expenses in defending against any claims made against the City; provided, however, that the Operator shall not be liable for any injury, damage or loss occasioned by the sole negligence or willful misconduct of the City, its agents, or employees. The Operator and the City shall give prompt and timely notice of any claim made or suit instituted which in any way, directly or indirectly, contingently or otherwise, affects or might affect either party. B. The Operator shall procure and maintain in effect during the term of this Agreement, with companies licensed to do business in the State of Nebraska, public liability insurance with, at minimum, policy limits of $1,000,000 for bodily injury or death and $100,000 for property damage. Said policy shall expressly include the City of Blair as an additional named insured. A certified copy of the policy or a certificate evidencing the existence thereof shall be delivered to the City within ten (10) days after the execution of this Agreement. Each such copy shall contain a valid provision or endorsement that the policy may not be canceled, terminated, or materially changed or modified without giving thirty (30) days written advance notice thereof to the City. Each such policy shall contain an additional endorsement providing that the insured's carrier shall not, without obtaining express advance permission from the City, raise any defense involving in any way the immunity of the City of Blair, officers, agents or employees, the City of Blair 2019 Pool Agreement Page 9 governmental nature of the City, or the provisions of any statutes respecting suits against the City. C. The Operator shall furnish to the City satisfactory evidence that it carries Workers Compensation Insurance in accordance with the laws of the State of Nebraska. D. In the event the Operator shall fail to obtain any such insurance or shall permit any such insurance or other type of indemnity to lapse or become void, the City may terminate this Agreement. ARTICLE XIII. — INDEPENDENT CONTRACTOR It is understood and agreed by and between the parties that any and all acts of the Operator or its employees, agents, or servants performed pursuant to the terms of this Agreement shall be undertaken as independent contractors and not as employees of the City. ARTICLE XIV. — ASSIGNMENT The activities and uses to which the pool property may be put and the privileges, rights, and obligations authorized herein are personal. The Operator agrees that it will not assign its rights granted hereunder without the express written consent of the City. Any purported assignment in violation hereof shall be void. ARTICLE XV. — SUCCESSOR AND ASSIGNS BOUND BY COVENANTS All covenants, stipulations, and agreements in this Agreement shall extend to and bind the legal representatives, successors, and assigns of the respective parties hereto. ARTICLE XVI. — GENERAL PROVISIONS A. Notice to the City provided for in this Agreement shall be sufficient if sent by certified or registered mail, postage prepaid, addressed to: City Administrator Rodney Storm 218 South 16' Street Blair, Nebraska 68008 and notices to the Operator, if sent by certified or registered mail, postage prepaid, addressed to: Blair Family YMCA Attn: Brandon Palmer 1278 Wilbur Street Blair, NE 68008 or to such other respective address as the parties may designate to each other from time to time in writing. City of Blair 2019 Pool Agreement Page 10 B. The Operator represents that it has carefully reviewed the terms and conditions of the Agreement and is familiar with such terms and conditions and agrees faithfully to comply with the same to the extent to which said terms and conditions apply to its activities, authorized and required by this instrument. C. The teim "City" as sued in this Agreement means the City of Blair, Nebraska, and, where this Agreement speaks of approval and consent by the City, such approval is understood to be manifested by act of the Mayor or his designated representative, except as otherwise expressly stated in this Agreement. D. The Operator covenants that it has not retained or employed any company or person other than bonafide employees working solely for Operator and has not paid nor agreed to pay any fee, commission, percentage, brokerage fee, gift, or any other award for making this Agreement. For breach of this statement, the City of Blair shall have the right to annul this Agreement without liability. E. The Operator shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, political or religious opinions, affiliations or national origin. F. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. G. The parties to this Agreement shall conform with all existing and applicable City ordinances, resolutions, state laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. H. The Operator covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict with the performance of services required to be performed under this Agreement; it further covenants that, in the performance of this Agreement, no person having any such interest shall be employed. I. This Agreement shall not be merged into any other oral or written agreement, lease or deed of any type. This is the complete and full agreement of the parties. J. This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee, or other representative of either parry is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. K. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction fiom authorized representative. City of Blair 2019 Pool Agreement Page 11 ARTICLE XVII. — INVALID PROVISION In the event any covenant, condition, or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition, or provision herein contained shall not affect the validity of the remainder of the covenants, conditions, or provisions of this Agreement which shall in all respects remain a legally binding Agreement with the invalid portion being deleted; provided that the validity of any such covenant, condition, or provision does not materially prejudice either the City or the Operator in its respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused these presents to be signed by their duly authorized officers. Dated at Blair, Nebraska, this 26th day of January, 2021. ATTEST: WHEELER, CITY CLERK D�Ao�p TED ,�6 ATTEST: Secretary CITY OF BLAIR, NEBRASKA, A MUNICIPAL CORPORATION, By - RICHARD HANSEN, MAYOR BLAIR FAMILY YMCA, INC. By President City of Blair 2019 Pool Agreement Page 12