2021-21RESOLUTION NO. 2021- 21
COUNCIL MEMBER STEWART INTRODUCED THE FOLLOWING RESOLUTION:
WHEREAS, by and between the following entities/individuals: Enterprise Publications
("Owner"), and the City of Blair Library ("Library"), the parties desire to enter into an agreement
wherein the Library and the Library's Genealogy group have the ability to digitize the Owner's
newspapers for the public to review; and
WHEREAS Owner and Library ("the parties") agree that it would be a great benefit to the
City of Blair that the newspapers be digitized and available for review at a later date.
WHEREAS, the attached Agreement was reached between the parties, as Exhibit "A."
NOW, THEREFORE, BE IT FURTHER RESOLVED that said Resolution is hereby
adopted and approved by the municipality and the Mayor and City Clerk of the City of Blair are
hereby authorized and directed to execute the same on behalf of the municipality.
COUNCIL MEMBER STEWART MOVED THAT THE RESOLUTION BE ADOPTED AS
READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER WILLIS. UPON
ROLL CALL, COUNCIL MEMBERS HALL, WOLFF, WILLIS, RUMP, STEWART VOTING
"AYE" AND COUNCIL MEMBERS NONE VOTING `NAY", THE MAYOR DECLARED
THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 10TH DAY OF
AUGUST, 2021.
CITY OF BLAIR, NEBRASKA
BY: �r
RICHARD HANSEN, MAYOR
ATTEST:
f
BRENDA WHEELER, CITY CLERK
STAGE OF NEBRASKA
) ss:
WASHINGTON COUNTY )
BRENDA 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 10th day of
August, 2021.
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1,411`
BRENDA WHEELER, CITY CLERK
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AGREEMENT
This Agreement (hereinafter referred to as the " Agreement"), has been
entered into and is effective as of the day of July, 2021, by and between the
following entities/individuals: Enterprise Publications ("Owner"), and the City of
Blair Library ("Library"). The individual Library is represented by Desirae M.
Solomon, Attorney at Law.
RECITALS
A. WHEREAS Owner is a business with a principal office and location in 138 N.
16th Street, Blair, Nebraska. The Owner is represented in this matter by Mark
Rhoades.
B. WHEREAS, Library is part of the City of Blair Municipality, a City of the First
Class, in Nebraska.
C. WHEREAS the Enterprise publishes newspapers in Blair, Nebraska.
D. WHEREAS, Library and the Library's Genealogy group have the ability to
digitize the Owner's newspapers for the public to review.
E. WHEREAS Owner and Library ("the parties") agree that it would be a great
benefit to the City of Blair that the newspapers be digitized and available for
review at a later date.
F. WHEREAS, the terms of the Agreement are fully understood and voluntarily
accepted by the parties, and the parties have consulted their own legal
counsel, or the parties have had adequate opportunity to do so.
NOW, THEREFORE, in consideration of the foregoing Recitals and the
covenants contained herein, and for other consideration, the receipt and legal
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT AND RELEASE
1. Incorporation. The foregoing Recitals are incorporated herein by this
reference as if fully set forth below.
z. Consideration.
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(A). As consideration for this Agreement, Library shall wait ninety (go) days
from the publication date of the newspaper before digitizing the
newspaper for public review at the Library.
(B) The Library shall not make any profit from the digitizing of the
newspaper article and shall digitize the newspaper article at its own
expense.
(C) The Owner shall cooperate with the Library regarding any copyright
questions.
(D) Library shall acknowledge and publish all copyright information for
any newspaper or print it digitizes.
(E) Library will only make available the digitized newspaper online
through the City and/or Library website.
(F) The Owner shall not charge the Library any fees or costs associated
with the Library using the Owner's materials to create a digital, virtual
collection on the Blair Public Library servers.
(G) Nothing in this Agreement shall mean the Library must digitize every
newspaper.
3. Governing Law. This Agreement and all performance hereunder shall be
construed under and governed by the laws of the State of Nebraska without regard
to conflicts of laws principles.
4. Construction. The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or Sections
of this Agreement unless otherwise specified. All words used in this Agreement will
be construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms. All references herein to the word "and" shall mean "and/or", and
all references herein to the word "or" shall mean "and/or." The Parties, in
acknowledgment that all of them have been represented or could have been
represented by legal counsel and that this Agreement has been carefully negotiated,
agree that the construction and interpretation of this Agreement and other
documents entered into in connection herewith shall not be affected by the identity
of the party or parties under whose direction or at whose expense this Agreement
and such documents were prepared or drafted. The Parties agree and acknowledge
that the Recitals set forth on the first page(s) of this Agreement are true and
accurate.
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5. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties, and there exists no other agreements, written or oral, between
the Parties relating to any matters contained in or covered by this Agreement. This
Agreement may not be modified except by an express written agreement executed
by all Parties.
6. Binding Effect. Each undersigned representative of the Parties to this
Agreement certifies that he or she is fully authorized to enter into the terms and
conditions of this Agreement and to execute and legally bind such pasty to the
terms of this Agreement. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.
7. Validity of Provisions. Whenever possible, each provision and term of this
Agreement will be interpreted in such manner as to be valid and enforceable. If any
provision or term of this Agreement should be determined to be invalid or
unenforceable, all other provisions and terms of this Agreement will be unaffected
and will remain valid and enforceable to the extent permitted by law.
8. Counterparts. This Agreement may be executed in one or more
counterparts, all of which together and signed by all Parties shall constitute a single
agreement, and all of which shall constitute an original for all purposes hereof.
9. Termination. Either party may cancel this Agreement upon ninety (go)
days' written notification to the other party. If the agreement is terminated by
either party, then the Library may continue to use already digitized newspapers on
the Library server only and shall remove them from the public view on the City
server.
THE FOREGOING AGREEMENT HAS BEEN READ AND FULLY
UNDERSTOOD BEFORE THE SIGNING OF THE AGREEMENT.
[SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS HEREOF, the Parties have executed and delivered this
Agreement as of the date first above written.
BY: Dated:
Marls Rhoades o/b/o
Enterprise Publishing
State of Nebraska )
) ss.
County of (\ )
Before me, a Notary Public qualified for said county, personally came Mark Rhoades,
known to me to be the identical person or persons who signed the foregoing instrument
and acknowledged the execution thereof to be his voluntary act and deed.
Witness my hand and notarial seal on the J `� ' )2021.
GENERAL NOTARY - State of Nebraska
BRENDA R WHEELER:
My Comm. Exp. June 20, 2024
19,9
Notary Public
THE FOREGOING AGREEMENT HAS BEEN READ AND FULLY UNDERSTOOD
BEFORE THE SIGNING OF THE AGREEMENT.
IN WITNESS HEREOF, the Parties have executed and delivered this
Agreement as of the date first above written.
BY: Dated: JuIV
4:�l2e Zarco
State of Nebraska )
ss.
County of )
Before me, a Notary Public qualified for said county, personally came Brooke Zarco,
known to me to be the identical person or persons who signed the foregoing instrument
and acknowledged the execution thereof to be her voluntary act and deed.
Witness my hand and notarial seal on the -1 a / 7-61 )2021.
6 "
X
ERAL NOTARY - State of Nebraska "
BRENDA R WHEELER Notary Public
My Comm. Exp. June 20, 2024
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PREPARED & SUBMITTED BY:
DESIRAE M. SOLOMON, #22719
Attorney at Law
13215 Birch Drive, Suite 103
Omaha, NE 68164
(402) 341-3400
desirae@desiraesolomonlaw.com
Attorney for the Library
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