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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. / --- 1,411` BRENDA WHEELER, CITY CLERK 2 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. I I P a g e (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. 2 1 P a g e 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] 3 1 P a g e 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 4 1 P a g e 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 5 1 P a g e