Minutes of the Audit, Budget, & Expenditure Committee Meeting

The Audit, Budget, & Expenditure Committee of the Scioto County Public Library met in an official committee meeting on this date at 12:00 p.m. to discuss the 2024 Capital Projects Fund Transfer, Revised 2024 Certificate of Total Amount from All Sources Available for Expenditure and Balances, Year End Then and Now Payments, New Deposit Procedure Proposal, and Bank Transfer from Star Ohio to General Account. The following committee members were present: Mrs. Kara Tieman, Dr. Charles Kemp, and Mrs. Jennifer Schackart. There were no committee members absent. Mrs. Kara Tieman called the meeting to order. Mr. Ryan Salmons – President of the Board, Ms. Joan Roberts – Vice President of the Board, and Ms. Ruthann Brush – Secretary of the Board, were also present. Representing the library were Paige Williams – Director, Linda Berry – Deputy Director, Travis McNeilan – Fiscal Officer, Keely Woloschek – HR Manager, and Katie Williams – Marketing Manager. The following visitors were present: Joseph Horsley. Ms. Ruthann Brush exited the meeting at 12:10 p.m.

1) The committee reviewed and recommends to the full board the allowing the Fiscal Officer to re-open 2024 in VIP to enter the 2024 transfer from 101-00-5-9900 (Transfers – Out) to 401-00-4-9900 (Transfers – In) to correct the negative year-end balance.

2) The committee reviewed and recommends to the full board the following Revised 2024 Certificate of Total Amount from All Sources Available for Expenditures and Balances:

Certificate of the Total Amount From All Sources Available for Expenditures and Balances

Rev. Code Sec. 5705.38

Office of Scioto County Public Library, Scioto County, Ohio
Portsmouth, Ohio, February 20, 2025

To the County Auditor of said County:
The following is the total amount from all sources available for expenditures from each fund set up on the tax budget, with the balances that exist at the end of the fiscal year, December 31, 2024

Column 1 – Cash balance per the cash book of the governmental unit as December 31
Column 2 – All outstanding unliquidated encumbrances as of December 31, obligations in the form of purchase orders or contracts which were charged to a prior year’s appropriation and for which a part of that appropriation is reserved (carryover purchase orders).
Column 3 – Advances not repaid as of December 31 – this amount should be added to the fund that made the advance and subtracted from the fund that will be making the reimbursement
Column 4 – The total of columns one, minus col 2, plus or minus col 3.
Column 5 – The total amount from all sources the governmental unit expects to receive during the forthcoming fiscal year which is available for expenditures.
Column 6 – The total of columns four and five.
1. Fund Types and Classes must correspond to those in the Chart of Accounts.
2. Every fund number should be broken out by Special Cost Centers (SCC) whenever required by the funding agency (i.e. State and Federal Project). Student Activity Funds are not required to be reported by Special Cost Centers (for SCHOOLS ONLY).

Signed: Travis McNeilan, Fiscal Officer

Certificate of the Total Amount From All Sources Available for Expenditures and Balances
Scioto County Public Library
Scioto County, Ohio
On December 31, 2024
Filed ______________, 2025

3) The committee reviewed and recommends to the full board the following Year End Then and Now Payments:

Invoice Date	Pay To Name	Total Value	Date Paid
6/27/2024	Cengage Learning Inc.	$387.85	2/7/2025
12/2/2024	PNC Credit Card – ebay (Local History)	$9.53	1/31/2025
12/2/2024	PNC Credit Card – ebay (Local History)	$15.96	1/31/2025
12/3/2024	PNC Credit Card – Splash and Go (Vehicle wash)	$12.00	1/31/2025
12/3/2024	PNC Credit Card – Click2Mail	$63.86	1/31/2025
12/3/2024	OPC Cleaning Supplies	$828.52	1/31/2025
12/3/2024	Vandervort Supply Company	$34.99	1/17/2025
12/4/2024	PNC Credit Card – Dollar Tree	$23.75	1/31/2025
12/4/2024	Cengage Learning Inc.	$116.76	1/17/2025
12/5/2024	PNC Credit Card – ebay (Local History)	$50.58	1/31/2025
12/5/2024	Ohio Library Council (OLC)	$1,560.00	1/31/2025
12/9/2024	PNC Credit Card – ebay (Local History)	$14.94	1/31/2025
12/10/2024	Leslie Staker	$596.52	1/24/2025
12/17/2024	PNC Credit Card – Novel Effect, Inc.	$180.00	1/31/2025
12/18/2024	PNC Credit Card – ebay (Local History)	$12.50	1/31/2025
12/18/2024	AT&T Mobility, LLC	$1,336.16	1/31/2025
12/19/2024	Humana Insurance Company	$447.66	1/31/2025
12/19/2024	Columbia Gas of Ohio, Inc.	$218.68	1/31/2025
12/19/2024	Mitchell Brother’s Tires & Services, LTD	$20.00	1/24/2025
12/19/2024	HVAC & Industrial Controls Co.	$270.40	1/17/2025
12/19/2024	Cengage Learning Inc.	$26.39	1/17/2025
12/20/2024	Columbia Gas of Ohio, Inc.	$1,658.52	1/31/2025
12/20/2024	Columbia Gas of Ohio, Inc.	$319.88	1/31/2025
12/20/2024	OPC Cleaning Supplies	$183.38	1/31/2025
12/21/2024	PNC Credit Card – Mobility Helpdesk	$250.00	1/31/2025
12/23/2024	PNC Credit Card – Gleim Auctions (Local History)	$84.66	1/31/2025
12/25/2024	Medical Mutual of Ohio	$1,881.12	1/24/2025
12/26/2024	Columbia Gas of Ohio, Inc.	$273.88	1/31/2025
12/30/2024	Total Communications	$325.00	1/17/2025
12/31/2024	Wex Bank	$268.60	1/31/2025
12/31/2024	West End Electric Co, Inc.	$276.00	1/17/2025
12/31/2024	West End Electric Co, Inc.	$184.00	1/17/2025
12/31/2024	Mountain State Water, LLC.	$207.15	1/17/2025
12/31/2024	Midwest Tape Exchange	$4,896.80	1/17/2025
1/13/2025	Columbia Gas of Ohio, Inc.	$459.75	1/31/2025
1/13/2025	Assoc. of Bookmobile & Outreach Services	$49.00	1/17/2025
Total		$17,544.79

4) The committee reviewed and recommends to the full board updating the New Deposit Procedure so that the Fiscal Officer may collect all of the deposits system wide, log the amounts received, and then have the money taken to the bank to deposit twice a week. The exception would be if money received totaled over $1,000.00 and then money received would be deposited the next business day.

5) The committee reviewed and recommends to the full board the Bank Transfer from Star Ohio to the General Account in the amount of $250,000.00.

There being no further business, on motion duly made and seconded, adjournment was taken at 12:17 p.m.

Approved this 20th day of March, 2025.

Minutes of the Materials & Equipment Committee Meeting

The Materials & Equipment Committee of the Scioto County Public Library met in an official committee meeting on this date at 12:18 p.m. to discuss the New Bookmobile, Disposal Process of the Old Bookmobile, and the META Wi-Fi Agreement. The following committee members were present: Ms. Joan Roberts – Chair and Mrs. Kara Tieman – Member. The following committee members were absent: Ms. Ruthann Brush and Mrs. Tamela Morton. Ms. Joan Roberts called the meeting to order. Mr. Ryan Salmons – President of the Board, Dr. Charles Kemp – Board Member, and Mrs. Jennifer Schackart – Board Member, were also present. Representing the library were Paige Williams – Director, Linda Berry – Deputy Director, Travis McNeilan – Fiscal Officer, Keely Woloschek – HR Manger, and Katie Williams – Marketing Manager. The following visitors were present: Joseph Horsley.

1) New Bookmobile (Informational) – The bookmobile was delivered on January 22nd. The Library will be planning a reception soon and it will be in the St. Patrick’s Day Parade on Saturday, March 15th.

2) Disposal of Old Bookmobile – Per the Disposal of Property policy, the old bookmobile must be either auctioned off, donated to a non-profit, or trashed (scrapped). As the bookmobile has some value, it will need to be auctioned. The Library can hold a silent auction or a local auctioneer can be contacted. There have been quite a few inquiries from the public about purchasing the vehicle. The Library is still using the bookmobile, but it is requested the Board discuss the disposal options for the future.

3) The committee reviewed and recommends to the full board the following contract with META Solutions for the Wi-Fi Service Agreement:

Managed Internal Broadband Service (MIBS) Agreement (E-Rate)

Agreement Number: MSP-2025-MIBS-01-130047.ve

This Managed Internal Broadband Service (MIBS) Agreement (“Agreement”) is made and entered into as of January 27, 2025 (“the Effective Date”) by and between Metropolitan Educational Technology Association (“META”), an Ohio ITC under Ohio Revised Code §3301.075 organized as a regional council of governments under ORC Chapter 167 and Scioto County Public Library (“Customer”). Herein, the above shall be collectively referred to as the “Parties” and individually as “Party”.

Customer Information

FORM 470 APPLICATION NUMBER: 250006088 (ACD: 01/09/2025)
BILLED ENTITY NUMBER (BEN): 130047
CUSTOMER NAME: SCIOTO COUNTY PUBLIC LIBRARY (f/k/a PORTSMOUTH PL)
CUSTOMER ADDRESS: 1220 GALLIA STREET
CITY, STATE, ZIP CODE: PORTSMOUTH, OHIO 45662
CUSTOMER CONTACT NAME/TITLE: BECKY SCHULTZ, TECHNOLOGY COORDINATOR
CUSTOMER CONTACT PHONE NUMBER: 740-354-5688 x219
CUSTOMER CONTACT EMAIL ADDRESS: bschultz@yourppl.org

META Contact Information

META CONTACT NAME/TITLE: MISSY BAUER, FINANCE SPECIALIST
META CONTACT PHONE NUMBER: 740-289-5310
META CONTACT EMAIL ADDRESS: missybauer@metasolutions.net

Service Information Summary (refer to Exhibit A for detailed information)

SERVICE(S) PROVIDED: MANAGED INTERNAL BROADBAND SERVICE (MIBS)
SERVICE TERM: 60 MONTHS FROM INSTALL DATE: Projected Service Start and End Date: 07/01/2025 – 06/30/2030
SERVICE AGREEMENT TOTAL COST: $43,159.20

This Agreement sets forth the terms and conditions under which META will provide Managed Internal Broadband Service (“MIBS”, “Services”) to the above Customer. This Agreement consists of this document (“Service Agreement Cover Page”), Exhibit A (“Service Agreement Information”), and the META General Terms and Conditions for E-Rate (“General Terms and Conditions”) collectively referred to as the “Agreement”. In the event of an explicit inconsistency among these documents, precedence will be as follows: 1) the Service Agreement Cover Page and Exhibit A; and 2) General Terms and Conditions. This Agreement shall commence and become a legally binding agreement upon the mutual execution of this Service Agreement Cover Page by the Parties. The Agreement shall terminate as set forth in the General Terms and Conditions. All capitalized terms not defined on this Service Agreement Cover Page shall have the definitions given to them in the General Terms and Conditions. This Agreement is not contingent upon approval and/or receipt of E-Rate funding.

By signing below, signatory of Customer (“Signatory”) certifies authorization to sign on behalf of and legally bind Customer and certifies having read, understood and agreed to the terms of this Agreement, including the provisions of the attached exhibit which is hereby incorporated herein by reference. Signatory certifies that all information provided by Customer in connection with this Agreement is true and accurate.

Customer: Scioto County Public Library
Provider: Metropolitan Educational Technology Association

Exhibit A – Service Information

This Exhibit is hereby made part of the Managed Internal Broadband Service (MIBS) Agreement (the “Agreement”) entered between Metropolitan Educational Technology Association (“META” and “Provider”) and Scioto County Public Library (“Customer”) on January 27, 2025. The following additional terms and conditions apply to the Agreement. All capitalized terms not defined in this Exhibit A shall have the definitions given to them in the General Terms and Conditions.

If contracted Managed Internal Broadband Service defined herein is not ready for delivery at the start of this contract year, service and corresponding rates will be adjusted to deliver new or existing service, pro-rated on the monthly basis per Chart A and/or Chart B, including installation, unless delay in delivery is due, in whole or in part, to fault of Customer.

Furthermore, the Customer may choose to upgrade Services per the attached Chart B by providing a written request to Provider. All service upgrades are subject to written confirmation of the upgrade by the Provider. Delivery of upgraded Service is anticipated no earlier than 30 business days after acceptance of the written upgrade request. The corresponding rates will be prorated and adjusted according to Chart B. Customer may not request service downgrades.

1. Services

The Services provided and their attendant costs are set forth on Chart A and Chart B attached hereto and incorporated herein by reference.

2. Installation Charges

Customer agrees to pay META for installation costs associated with the provision of Services to Customer, as set forth on Chart A attached hereto.

3. META’s Obligations

a) META will provide Managed Internal Broadband Service as specified on Chart A and/or Chart B.

b) If applicable, META will install and configure the Managed Internal Broadband Service as specified Chart A and/or Chart B.

c) META will provide basic training/orientation of Customer’s technical personnel regarding connecting to and activating the Service.

d) META is not responsible for any systems, computers, devices or networks connected to the META Equipment.

4. Customer’s Obligations

a) Customer will assume all responsibilities for all systems, computers, devices, or networks connected to the META equipment.

b) Customer will provide surge suppression for all devices either directly or indirectly connected to the Internet access connection. The surge suppression must meet UL 1449 rating.

c) Customer will make its personnel and records available to the extent necessary to facilitate the planning, training, and installation of the Service.

d) Customer will provide META with appropriate and sufficient space and electrical power to properly facilitate the Internet Access Service.

e) Customer agrees not to connect any of its local area networks to alternative Internet service providers without META approval.

Provider will render Managed Internal Broadband Services at the minimum service levels for the minimum charges listed below in the Service Chart (Chart A) for the Service Term specified on the Service Agreement Cover Page. Customer may seek Service upgrades/increases via a written request to META, in accordance with Chart B. All service upgrades/increases are subject to written confirmation of the upgrade by the Provider. As a reminder, this Agreement is not contingent upon approval for E-Rate funding.

Service Chart (Chart A)

Service: Managed Internal Broadband Services (MIBS)
Service Term: 60 months from installation date – projected service start and end dates: 07/01/2025–06/30/2030 (Service Start/End Date are projected, not guaranteed – subject to change)

Summary of Charges

Service: Managed Internal Broadband Services utilizing a minimum of 21 leased (new) wireless access points (licensing not included), 5 leased (new) switches with licensing, 1 pair leased (new) Outdoor Nano-Bridges.

Leased Equipment (new) Record:
Meraki MR86-HW Wireless Access Point, SKU # MR86-HW (Quantity = 5)
Meraki Dual-Band Omni Antenna, SKU # MA-ANT-20 (Quantity = 10)
Meraki Catalyst 9162 Wireless Access Point, SKU # CW9162I-MR (Quantity = 16)
Cisco Catalyst 9200L Switch, SKU # C9200L-24P-4X-E (Quantity = 4)
Cisco Digital Network Essentials License, SKU # C9200L-DNA-E-24-3Y (Quantity = 4)
Cisco Catalyst 9200CX Switch, SKU # C9200CX-12P-2X2G-E (Quantity = 1)
Cisco Digital Network Essentials License, SKU # C9200CX-DNAE12-3Y (Quantity = 1)
Ubiquiti UniFi Building-to-Building Wireless Bridge, SKU # UBB-US (Quantity = 1) (comes 2 in a pair)

Above listed equipment models represent anticipated equipment as of the Agreement’s start date. The provider reserves the right to replace equipment with equivalent models during the contract term if deemed necessary to provide service.

Charge	One-Time Charge (NRC)	Monthly Charge (MRC)
Installation/Configuration (One-Time Charge)	$2,359.80	–
Managed Internal Broadband Services including leased equipment – service for a minimum of 21 APs, 5 Switches/Licensing and 1 pair of the Nano Bridges.	–	$679.99
Totals	$2,359.80	$3,039.79

Period	Amount
Estimated – First Year Minimum Agreement Amount (07/01/2025 – 06/30/2026)	$10,519.68
Estimated – Second Year Minimum Agreement Amount (07/01/2026 – 06/30/2027)	$8,159.88
Estimated – Third Year Minimum Agreement Amount (07/01/2027 – 06/30/2028)	$8,159.88
Estimated – Fourth Year Minimum Agreement Amount (07/01/2028 – 06/30/2029)	$8,159.88
Estimated – Fifth Year Minimum Agreement Amount (07/01/2029 – 06/30/2030)	$8,159.88
Estimated – Total Five Year (60-Month) Minimum Agreement Amount	$43,159.20

Above listed year service references are subject to change. Quoted service requires a full 60-month service period. Agreement start and end dates listed above are projected (not guaranteed) and are subject to change based on the actual installation date of service.

Service Upgrades (Chart B)

Upgrade charges for increases to coverage and density (addition of support and/or access points) of the Service are shown below in the Upgrade Chart (Chart B). Customer may request an upgrade/increase in service as detailed in the Upgrade Chart below by submitting a written request to Provider. All upgrades/increases in Service are subject to written confirmation of the increase by the Provider. Performed service upgrade(s) will be in effect for the remainder of the Service Term or until superseded by any additional/confirmed upgrade.

Upgrade Chart (Chart B)

Allowable Increase(s) in Service: Additional Access Points/Services may be added to this Agreement.

Allowable Timeframes for Increase(s) in Service: 07/01/2025 through up to one month remaining on current term (initial term or any extension term).

Estimated Additional Service Charges per Access Point: Standard rates for leased access points/licensing and MIBS at time of request will apply. Estimated costs are as follows: leased access points: $650.00 – $1,350.00 based on AP model, licensing: $50.00 – $100.00 per access point, and MIBS: $4.00 per access point, per month (subject to a tier 1 cap for up to a total of 125 access points; tier 2 cap fee of additional $166.67 per month will apply if total access points = 200–399). Additional charges will apply for installation (based on current rates at time of request, estimated range of $175.00–$350.00 per access point and $185.00–$500.00 per switch) and if additional equipment and/or wiring is required.

As a reminder, this agreement is not contingent upon E-Rate funding.

Voluntary Extension

The Services provided may be voluntarily extended for a term of 60 months (“Extension Term(s)”), by written mutual agreement and amendment of both parties prior to the expiration of the Initial Term. Customer must submit a written request to Provider 180 days prior to the end of the Initial Term to request a voluntary extension. With respect to the voluntary extension, the Parties agree to a review of the pricing prior to the expiration of the Initial Term.

Notwithstanding, the Customer may extend the Initial Term or any Extension Term on a month-to-month basis to facilitate the transition of services, by written mutual agreement and amendment of both parties prior to the expiration of the current term (Initial Term or Extension Term). Customer must submit a written request to Provider 60 days prior to the end of the current term to request a voluntary extension on a month-to-month basis. The monthly fee shall be adjusted to reflect the current month-to-month rate(s) at the time Customer requests the month-to-month extension. Month-to-month rates are subject to change and may, or may not, be eligible for E-Rate funding.

General Terms and Conditions

I. Definitions

A. Agreement, Service Agreement or SA: Consists of the Services Agreement executed by both Parties and these General Terms and Conditions for E-Rate.

B. Bandwidth Service Provider: Third party vendor sub-contracted by META to provide transport for contracted bandwidth.

C. Confidential Information: All information regarding either Party’s business which has been marked or is otherwise communicated as being “proprietary” or “confidential” or which reasonably should be known by the receiving Party to be proprietary or confidential information even if not marked. It is understood that the Parties may be subject to open records or other “sunshine laws” and requirements.

D. Customer Provided Equipment: Any and all facilities, equipment or devices supplied by Customer for use in connection with the Services.

E. Customer’s Users: Any and all employees, students and/or persons authorized by Customer to make use of the Services purchased or secured by Customer from META.

F. Demarcation Point: The point of interconnection between the Network and Customer’s provided equipment located at the Service Location(s), as defined below.

G. Internet Access: ISP Service Only: Consists of a service provided by META for basic access to the Internet, without transport.

H. Leased Lit Fiber: Consists of a service provided by META for transport via leased lit fiber. Depending on services described in Chart A of Agreement, Leased Lit Fiber service may, or may not, include Internet Access.

I. Licensed Software: Computer software or code provided by META or required to use the Services, including without limitation, associated documentation, and all updates thereto.

J. Managed Internal Broadband Service: Consists of a service provided by META for the operation, management, and monitoring of eligible broadband internal connections components.

K. Network: Consists of the META Equipment, facilities, cable associated with electronics and other equipment used to provide the Services.

L. Party: A reference to META or the Customer; and in the plural a reference to both.

M. Service(s): A service provided by META pursuant to the Agreement.

N. Service Commencement Date: The date(s) on which META first makes Service(s) available for use by the Customer.

O. Service Location(s): The Customer on-premises location(s) where META provides the Service(s).

P. Service Term: The duration of time (commencing on the Service Commencement Date) for which services are ordered, as specified in the Service Agreement.

Q. META: The operating entity, affiliate, contractors, providers, assigns, or successor of any merger or organizational realignment of Metropolitan Educational Technology Association that provides the Services under the Service Agreement. References to META in the Limitation of Liability and Disclaimer of Warranties sections of this Agreement shall also include its directors, officers, employees, agents, licensors, successors, and assigns, as the case may be.

R. META Equipment: Any and all facilities, equipment or devices provided by META at the Service Location(s) that are used to deliver any of the Services including, but not limited to, third-party transport equipment, all terminals, wires, modems, lines, circuits, ports, routers, gateways, switches, channel service units, data service units, cabinets, and racks. Notwithstanding the above, inside wiring within the Service Location(s) shall not be considered META Equipment.

S. VoIP Service: Means any interconnected voice over Internet protocol as described in Exhibit A.

II. Delivery of Service(s)

A. Access. In order to deliver certain Service to Customer, META may require access, right-of-way, conduit, and/or other common room space (“Access”), both within and/or outside each Service Location. Customer shall provide an adequate environmentally controlled space and such electricity as may be required for installation, operation and maintenance of the META Equipment used to provide the Services within the Service Location. Customer shall be responsible for securing and maintaining on an initial and ongoing basis during the applicable Service Term, such Access within a particular Service Location. In the event that Customer fails to secure or maintain such Access within a particular Service Location, META may cancel or terminate Service at such particular Service Location, without further liability, upon written notice to Customer. In such event, if META has incurred any costs or expense in installing or preparing to install the Service that it otherwise would not have incurred, a charge equal to those costs and expenses shall apply to Customer’s final invoice for that Service Location. If META is unable to secure or maintain Access outside a particular Service Location by no fault of Customer, Customer or META may cancel or terminate Service at such particular Service Location, without further liability beyond the termination date, upon a minimum thirty (30) days prior written notice to the other Party. In such event, META will be liable for any costs or expense for installing or preparing the Service. Any other failure on the part of Customer to be ready to receive Service, or any refusal on the part of Customer to receive Service, shall not relieve Customer of its obligation to pay charges for any Service that is otherwise available for use.

B. Hazardous Materials. If the presence of asbestos or other hazardous materials exists or is detected at a Service Location or within the building where the Service Location is located, META may immediately stop providing Services until such time as such materials are removed. Alternatively, Customer may notify META to install the applicable portion of the Service in areas of any such Service Location not containing such hazardous materials. Any additional expense incurred by META as a result of encountering hazardous materials, including but not limited to, any additional equipment, shall be borne by Customer. Customer shall use reasonable efforts to maintain its property and Service Locations in a manner that preserves the integrity of the Services.

C. META Equipment. At any time, META may remove or change META Equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any META Equipment or permit others to do so, and shall not use the META Equipment for any purpose other than that authorized by the Agreement. Customer is responsible for damage to, or loss of, META Equipment caused by its acts or omissions, and its noncompliance with this section, or by fire, theft or other casualty at the Service Location(s), unless caused by the gross negligence or willful misconduct of META.

D. Customer Provided Equipment (“CE”). META shall have no obligation to install, operate, or maintain CE. Customer shall have sole responsibility for providing maintenance, repair, operation and replacement of all CE, inside wiring and other Customer equipment and facilities on the Customer’s side of the Demarcation Point. Neither META nor its employees, Affiliates, agents, contractors, or assigns, will be liable for any damage, loss or destruction to CE unless caused by the gross negligence or willful misconduct of META. CE shall at all times be compatible with the Network as determined by META, in its sole discretion. In addition to any other service charges that may be imposed from time to time, Customer shall be responsible for the payment of service charges for visits by META’s employees or agents to a Service Location when the service difficulty or trouble reported results from the use of CE or Customer facilities.

III. Billing & Payment

A. Charges. Customer agrees to pay all charges associated with the Services as set forth in the Service Agreement. META purchases transport through a Bandwidth Service Provider. The cost of the transport from the Bandwidth Service Provider may vary and will be passed through directly to the Customer. Charges will be billed to Customer semi-annually, or as mutually agreed between the Parties. Payment of all invoices for Services provided by META under this Agreement shall be due and payable within thirty (30) days of the mailing date reflected on the Customer’s receipt invoice. META may, at its sole discretion, terminate or suspend the Services to Customer if payments are in arrears by more than thirty (30) days. Such suspension shall not be deemed a waiver of other legal or equitable rights the Provider may have for enforcement of payment. If META suspends Services to Customer pursuant to this Section, META reserves the right to charge Customer a reconnection fee to cover the administrative cost of reconnection. The reconnection charge shall be in addition to any other amounts owed to META by Customer.

B. Taxes and Fees. Except to the extent Customer provides a valid tax exemption certificate prior to the delivery of Service, Customer shall be responsible for the payment of any and all applicable taxes or fees.

C. Fraudulent Use of Services. Customer is responsible for all charges attributable to Customer with respect to the Service(s), even if incurred as the result of fraudulent or unauthorized use of the Service. META may, but is not obligated to, detect or report unauthorized or fraudulent use of Service to Customer. META reserves the right to restrict, suspend or discontinue providing any Service in the event of fraudulent use of Customer’s Service.

D. E-Rate Funding. META makes no representations or warranties with respect to the eligibility or ineligibility of the Services or any Service component for federal E-Rate support or for other governmental and quasi-governmental telecommunications/internet discounts or entitlements (collectively, “E-Rate Funding”). Customer expressly understands and agrees that it shall pay META one hundred percent (100%) of all non-recurring charges (“NRCs”), monthly recurring Service charges (“MRCs”) and other amounts required under this Agreement in accordance with the payment intervals specified therein. Customer may not withhold or offset any such amounts on the basis of its actual or anticipated receipt of E-Rate Funding, except as otherwise set forth below. In the event that the Customer has received, or has been designated as a recipient of, E-Rate Funding for the Services, Customer will utilize the applicable customer-initiated reimbursement process relative to such E-Rate Funding. META shall have no obligation to discount or pro-rate its invoices or to take other action to process such E-Rate Funding, except to the extent specifically required by law and regulation, or except as otherwise set forth above or below. In the event that the Parties have expressly agreed in writing to permit E-Rate Funding to be applied in the form of discounts to, or pro-ration of, Customer’s invoices, META shall have no obligations under this Agreement until USAC provides META the copy of the Notification and Acceptance of Form(s) 486 from the Universal Services Administrative Company, Schools and Libraries Division (“SLD”), approving Customer’s eligibility for E-Rate Funding. If during the term of this Agreement Customer fails to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of the Agreement succeeding the first fiscal period, Customer may elect to (i) continue to receive Services under this Agreement, in which Customer shall remain bound by the terms and conditions set forth hereunder and remain responsible for all NRCs and MRCs for the remaining term of the Agreement, irrespective of E-Rate Funding status, or, (ii) terminate this Agreement upon written notice as of the beginning of the fiscal year for which funds are not appropriated or otherwise made available. The effect of termination of the Agreement hereunder will be to discharge both META and the Customer from future performance of the Agreement. However, META shall be reimbursed for any and all unpaid non-recurring charges, any unpaid past due balance(s), any remaining contractual obligations incurred by META on Customer’s behalf, including but not limited to transport fees from the Bandwidth Service Provider. Customer shall notify META in writing within thirty (30) days of fiscal budget denial indicating funds may not be available for the continuation of the Agreement for each succeeding fiscal period beyond the first year.

IV. Term

Service Term. The applicable Service Term shall be set forth on the Service Agreement Cover Page.

V. Termination Without Fault; Default

A. Termination for cause. If Customer is in breach of a payment obligation (including failure to pay a required deposit) and fails to make payment in full within ten (10) days after receipt of written notice of default, META may, at its option, terminate the Agreement; except that META will not take any such action as a result of Customer’s non-payment of a charge subject to a timely billing dispute, unless META has reviewed the dispute and determined in good faith that the charge is correct. The Agreement may be terminated by either Party immediately upon written notice if the other Party has become insolvent or involved in liquidation or termination of its business, or adjudicated bankrupt, or been involved in an assignment for the benefit of its creditors. The non-defaulting Party shall be entitled to all available legal and equitable remedies for such breach.

B. Effect of Expiration/Termination of the Agreement. Upon the expiration or termination of the Agreement for any reason:

1. META shall disconnect the Service.

2. Subject to applicable law, META may delete all applicable data, files, electronic messages, or other information stored on META’s servers or systems.

3. Customer shall permit META to retrieve from the Service Location any and all META Equipment. If Customer fails to permit such retrieval or if the retrieved META Equipment has been damaged and/or destroyed other than by META or its agents, normal wear and tear expected, META may invoice Customer for the manufacturer’s list price of the relevant META Equipment, or in the event of minor damage to the retrieved META Equipment, the cost of the repair, which amounts shall be immediately due and payable; and

4. Customer’s right to use applicable Licensed Software shall automatically terminate, and Customer shall be obligated to return all Licensed Software to META.

C. Early Termination. In the event of early termination as a result of Customer’s failure to pay any or all obligations under this Agreement and/or breach of the terms and conditions of this Agreement, Customer agrees to pay one hundred percent (100%) of any liabilities, fees, or penalties owed by META to any third parties as a result of termination of any agreements, orders, or services pursuant to which META acquired network facilities, transport, or equipment used to provide the Services to Customer hereunder.

D. Resumption of Service. If a Service has been discontinued by META for cause and Customer requests that the Service be restored, META shall have the sole and absolute discretion to restore such Service. At META’s option, deposits, advanced payments, and/or nonrecurring charges may apply to restoration of Service.

E. Regulatory and Legal Changes. The Parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement upon its execution are based on applicable law and regulations as they exist on the date of execution of this Agreement.

VI. Limitation of Liability; Disclaimer of Warranties; Warranties

A. Limitation of Liability.

1. THE AGGREGATE LIABILITY OF META FOR ANY AND ALL LOSSES, DAMAGES AND CAUSES ARISING OUT OF THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OF SERVICE, AND NOT OTHERWISE LIMITED HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED DIRECT DAMAGES EQUAL TO THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO META DURING THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED.

2. CUSTOMER AGREES AND ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR MONITORING AND CONTROLLING ACCESS TO META’S NETWORK AND IN THE EVENT THERE IS UNAUTHORIZED ACCESS TO META’S NETWORK, WHETHER OR NOT SUCH ACCESS IS INTENTIONAL OR UNINTENTIONAL, CUSTOMER SHALL BE THE SOLE RESPONSIBLE PARTY AGAINST WHOM PENALTIES, ASSESSMENTS, OR DAMAGES SHALL BE SOUGHT AND CUSTOMER AGREES TO TAKE FULL RESPONSIBILITY FOR ANY UNAUTHORIZED ACCESS TO META’S NETWORK. FURTHER CUSTOMER AGREES AND ACKNOWLEDGES THAT IT SHALL BE SOLELY RESPONSIBLE FOR ALL PENALTIES, ASSESSMENTS, AND DAMAGES RELATED TO ANY ALLEGATIONS OF COPYRIGHT, TRADEMARK, PATENT, DATA, AND OTHER INTELLECTUAL PROPERTY CLAIMS RESULTING FROM CUSTOMER’S AND CUSTOMER’S USERS’ USE OF META’S NETWORK.

B. Disclaimer of Warranties.

1. SERVICES SHALL BE PROVIDED PURSUANT TO THE TERMS AND CONDITIONS IN THE SERVICE AGREEMENT COVER PAGE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT ALLOWED BY LAW, META EXPRESSLY DISCLAIMS ALL SUCH EXPRESS, IMPLIED AND STATUTORY WARRANTIES.

2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, META DOES NOT WARRANT THAT THE SERVICES, META EQUIPMENT, OR LICENSED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES, META EQUIPMENT, OR LICENSED SOFTWARE WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES.

3. IN NO EVENT SHALL META BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (I) STORED, TRANSMITTED, OR RECORDED DATA, FILES, OR SOFTWARE; (II) ANY ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (III) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; OR (IV) LOSS OR DESTRUCTION OF ANY CUSTOMER HARDWARE, SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL FEATURE OR FROM ANY ATTEMPT TO REMOVE IT. CUSTOMER IS ADVISED TO BACK UP ALL DATA, FILES AND SOFTWARE PRIOR TO THE INSTALLATION OF SERVICE AND AT REGULAR INTERVALS THEREAFTER.

4. CUSTOMER MAY ONLY UTILIZE THE SERVICES FOR EDUCATIONAL ACTIVITIES AND EDUCATIONAL ADMINISTRATIVE RELATED ACTIVITIES ON ITS PREMISES. CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY BE THROUGH A SHARED INTERNET NETWORK TO THE EXTENT PERMITTED BY LAW. WHERE THE SERVICES PROVIDED INCLUDE ACCESS TO THE INTERNET, META DOES NOT WARRANT THAT THE FUNCTIONS OF THE INTERNET WILL MEET ANY SPECIFIC CUSTOMER OR USER REQUIREMENTS, OR THAT SERVICES PROVIDED WILL BE ERROR-FREE OR UNINTERRUPTED; NOR SHALL META BE LIABLE FOR ANY ACTUAL DAMAGES OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF LOSS OF DATA OR MISINFORMATION) SUSTAINED IN CONNECTION WITH THE USE, OPERATION, OR INABILITY TO USE THE META SERVICES BY CUSTOMER OR ITS USERS. CUSTOMER UNDERSTANDS AND AGREES THAT META WILL EXERCISE NO CONTROL OVER THE INFORMATION THAT CUSTOMER AND USERS MAY TRANSMIT AND ACCESS AS A RESULT OF THE PROVISION OF SERVICES BY META, OTHER THAN SECURITY MEASURES INCLUDED IN THE STANDARD CONFIGURATION OF META’S INTERNET ACCESS SERVICE. CUSTOMER THEREFORE WILL MAKE NO CLAIM AGAINST META REGARDING THE USE OF THE SERVICE, INCLUDING TRANSMISSION, DOWNLOADING OR UPLOADING OF INFORMATION THAT IS OFFENSIVE, A VIOLATION OF THE LAW, OR THE ACTIONABLE VIOLATION OF OTHERS’ RIGHTS. CUSTOMER IS HEREBY UNDER NOTICE THAT SOME MATERIAL CONTAINED IN THE INTERNET MAY BE INAPPROPRIATE FOR SCHOOL AGED PUPILS. META DOES NOT WARRANT THE ACCURACY OR APPROPRIATENESS OF ANY INFORMATION CONTAINED IN THE INTERCONNECTED SYSTEMS.

C. Warranties and Representations by Customer.

1. Customer understands and agrees that META will exercise no control over the information that Customer and users may transmit and access as a result of the provision of Services by META, other than security measures included in the standard configuration of META’s Services. Customer therefore will make no claim against META regarding the use of the Service, including transmission, downloading or uploading of information that is offensive, a violation of the law, or the actionable violation of others’ rights. Customer is hereby under notice that some material contained in the Internet may be inappropriate for school aged pupils. META does not warrant the accuracy or appropriateness of any information contained in the interconnected systems.

2. Customer understands and agrees that META shall have no responsibility for the accessing or transmitting of offensive or unlawful access to others’ information or networks, or other offensive or unlawful activity in which META’s Service is used.

3. With regard to Managed Internal Broadband Service, where applicable, Customer represents that in order to be eligible for E-Rate funding that it has not met the per student pre-discount budget limiting support for internal connections and is, therefore, eligible for E-Rate funding for managed internal broadband connections for the duration of the Agreement.

D. Disruption of Service.

1. Notwithstanding any identified performance standards, the Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Services could lead to severe injury to business, persons, property, or environment (“High Risk Activities”). These High-Risk Activities may include, without limitation, vital business or personal communications, or activities where absolutely accurate data or information is required.

2. Customer’s sole and exclusive remedies are expressly set forth in the Agreement. Certain of the above exclusions may not apply if the state in which a Service is provided does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of META is limited to the maximum extent permitted by law.

3. META reserves the right to discontinue Customer’s access to META’s Service and/or seek other legal or equitable relief for use of the Services that provider deems to be in violation of the rules and regulations of the Ohio State Board of Education or any other state or federal agency; or in violation of this Agreement; or state or federal law; or are uncivil. For purposes of this Agreement, uncivil conduct includes, but is not limited to: 1) transmitting offensive or harassing statements; 2) developing and/or transmitting offensive or unlawful graphics; 3) transmitting sexual or ethnic slurs explicitly or as part of a joke; 4) soliciting or encouraging others to engage in sexual, offensive or unlawful acts; or 5) permitting or encouraging unauthorized access to META’s network and public networks including unauthorized access to the Internet.

VII. Software & Services

A. License. If and to the extent that Customer requires the use of Licensed Software in order to use the Services, Customer shall have a personal, nonexclusive, nontransferable, and limited license to use such Licensed Software in object code only and solely to the extent necessary to use the applicable Service during the corresponding Service Term. All Licensed Software provided to Customer, and each revised version thereof, is licensed (not sold) to Customer by META only for use in conjunction with the Service. Customer may not claim title to, or an ownership interest in, any Licensed Software (or any derivations or improvements thereto), and Customer shall execute any documentation reasonably required by META, including, without limitation, end-user license agreements for the Licensed Software. META and its suppliers shall retain ownership of the Licensed Software, and no rights are granted to Customer other than a license to use the Licensed Software under the terms expressly set forth in this Agreement.

B. Restrictions. Customer agrees that it shall not: (i) copy the Licensed Software (or any upgrades thereto or related written materials) except for emergency back-up purposes or as permitted by the express written consent of META; (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) sell, lease, license, or sublicense the Licensed Software; or (iv) create, write, or develop any derivative software or any other software program based on the Licensed Software.

C. Updates. Customer acknowledges that the use of Service may periodically require updates and/or changes to certain Licensed Software resident in the META Equipment or CE. If META has agreed to provide updates and changes, such updates and changes may be performed remotely or onsite by META, at META’s sole option. Customer hereby consents to, and shall provide free access for, such updates deemed reasonably necessary by META. If Customer fails to agree to such updates, META will be excused from any and all liability regarding the applicable Service.

D. Ownership of Telephone Numbers and Addresses. Customer acknowledges that use of certain Services does not give it any ownership or other rights in any telephone number or Internet/on-line addresses provided, including but not limited to Internet Protocol (“IP”) addresses, e-mail addresses and web address.

E. Intellectual Property Rights in the Services. Title and intellectual property rights to the Services are owned by META, its agents, suppliers or affiliates or their licensors or otherwise by the owners of such material. The copying, redistribution, bundling or publication of the Services, in whole or in part, without express prior written consent from META or other owner of such material is prohibited.

VIII. Confidential Information and Privacy

A. Disclosure and Use. All Confidential Information disclosed by either Party shall be kept by the receiving party in strict confidence and shall not be disclosed to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, such information may be disclosed (i) to the receiving party’s employees, affiliates, and agents who have a need to know for the purpose of performing this Agreement, using the Services, rendering the Services, and marketing related products and services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure); or (ii) as otherwise authorized by this Agreement. Each Party agrees to treat all Confidential Information of the other in the same manner as it treats its own proprietary information, but in no case using a degree of care less than a reasonable degree of care. The Parties agree that, while not preventing compliance with applicable regulations, the Customer will not share confidential information subject to open records or other “sunshine laws” without a valid records request. Confidential information not subject to open records or other “sunshine laws” shall not be shared without prior written consent of the other Party.

B. Exceptions. Notwithstanding the foregoing, each Party’s confidentiality obligations hereunder shall not apply to information that: (i) is already known to the receiving party without a pre-existing restriction as to disclosure; (ii) is or becomes publicly available without fault of the receiving party; (iii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is approved for release by written authorization of the disclosing party; (iv) is developed independently by the receiving party without use of the disclosing party’s Confidential Information; or (v) is required to be disclosed by law or regulation.

C. Publicity. The agreement provides no right to use any Party’s or its affiliates trademarks, service marks, or trade names, or to otherwise refer to the other Party in any marketing, promotional, or advertising materials or activities. Neither Party shall issue any publication or press release relating to, or otherwise disclose the existence of, the terms and conditions of any contractual relationship between META and Customer, except as permitted by the Agreement or otherwise consented to in writing by the other Party. Notwithstanding the foregoing, META may include Customer’s name on META’s customer lists together with a description of Services purchased (financial terms not to be disclosed). If Customer wishes to remove Customer’s name from such list or to limit the foregoing use of Customer’s name, Customer may contact META as set forth in the Section titled “Notices” of these General Terms and Conditions and META will affect such removal.

D. Remedies. Notwithstanding any other Section of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests pursuant to this Section including but not limited to injunctive relief.

E. Monitoring of Services. META assumes no obligation to pre-screen or monitor Customer’s use of the Service, including without limitation posting and/or transmission. However, Customer acknowledges and agrees that META and its agents shall have the right to pre-screen and monitor such use from time to time and to use and disclose such results to the extent necessary to operate the Service properly, to ensure compliance with applicable use policies, to protect the rights and/or property of META, or in emergencies when physical safety is at issue, and that META may disclose the same to the extent necessary to satisfy any law, regulation, or governmental request. META shall have no liability or responsibility for content received or distributed by Customer or its users through the Service.

F. Survival of Confidentiality Obligations. The obligations of confidentiality and limitation of use described in this Section shall survive the expiration and termination of the Agreement for a period of two (2) years (or such longer period as may be required by law).

IX. Use of Service; Use and Privacy Policies

A. Prohibited Uses and META Use Policies. Customer and Customer’s Users are prohibited from using, or permitting the use of, any Service (i) for any purpose in violation of any law, rule, regulation, or policy of any government authority; (ii) in violation of any Use Policy (as defined below); (iii) for any use as to which Customer has not obtained all required government approvals, authorizations, licenses, consents, and permits; or (iv) to interfere unreasonably with the use of META service by others or the operation of the Network. Customer is responsible for assuring that any and all of Customer’s Users comply with the provisions of the Agreement. META reserves the right to act immediately and without notice to terminate or suspend the Services and/or to remove from the Services any information transmitted by or to Customer or Customer’s Users, if META determines that such use is prohibited as identified herein, or information does not conform with the requirements set or META reasonably believes that such use or information may violate any laws, regulations, or written and electronic instructions for use.

B. Customer understands and agrees that the Internet, by its nature, is an open portal of content and material, some of which may be inappropriate for school-aged students. Customer, therefore, will make no claim against Provider, regarding the use of the Service by Customer or Customer’s Users, including transmission, accessing, downloading or uploading of information that is offensive, inappropriate for minors, a violation of local, state, federal, or international law or regulation or the violation of the rights, including but not limited to copyright, patent or trademark, of a third party.

C. Privacy Note Regarding Information Provided to Third Parties. META is not responsible for any information provided by Customer to third parties. Such information is not subject to privacy provisions of this Agreement. Customer assumes all privacy and other risks associated with providing personally identifiable information to third parties via the Services.

D. Prohibition on Resale. Customer may not sell, resell, sublease, assign, license, sublicense, share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of any outsourcing activity) the Services or any component thereof.

E. Violation. Any breach of this Section Use of Service; Use and Privacy Policies shall be deemed a material breach of this Agreement. In the event of such material breach, META shall have the right to restrict, suspend, or terminate immediately this Agreement without liability on the part of META, and then to notify Customer of the action that META has taken and the reason for such action, in addition to any and all other rights and remedies under this Agreement.

X. Miscellaneous Terms

A. Force Majeure. Neither Party (and in the case of META, META affiliates and subsidiaries) shall be liable to the other Party for any delay, failure in performance, loss, or damage to the extent caused by force majeure conditions such as acts of God, fire, explosion, power blackout, cable cut, acts of regulatory or governmental agencies, unavailability of right-of-way, unavailability of materials, or other causes beyond the Party’s reasonable control, except that Customer’s obligation to pay for Services provided under the Agreement shall not be excused. Changes in economic, business or competitive condition shall not be considered force majeure events.

B. Assignment or Transfer. Customer shall not assign any right, obligation or duty, in whole or in party, nor of any other interest hereunder, without the prior written consent of the other Party, which shall not be unreasonably withheld. All obligations and duties of either Party under this Agreement shall be binding on all successors in interest and assigns of such Party. Nothing herein is intended to limit META’s use of third-party consultants and contractors to perform the Service.

C. Notices. Any notice sent pursuant to the Agreement shall be deemed given and effective when delivered by hand, or when delivered by overnight express or other delivery service (receipt requested), in each case as follows: (i) with respect to Customer, to the address set forth on the Service Agreement Cover Page; or (ii) with respect to META to: Attn: Contracts Coordinator, META, 100 Executive Drive, Marion, Ohio 43302. Each Party shall notify the other Party in writing of any changes in its address listed on the Service Agreement Cover Page.

D. Entire Understanding. The Agreement constitutes the entire understanding of the Parties related to the subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the Parties’ rights or obligations relating to Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not embodied in the Agreement are of no effect. No subsequent agreement among the Parties concerning Service shall be effective or binding unless it is made in writing by authorized representatives of the Parties. Terms or conditions or restrictive endorsements or other statements on any form of payment, shall be void and of no force or effect.

E. Construction. In the event that any portion of the Agreement is held to be invalid or unenforceable, the parties shall replace the invalid or unenforceable portion with another provision that, as nearly as possible, reflects the original intention of the Parties, and the remainder of the Agreement shall remain in full force and effect.

F. Survival. The rights and obligations of either Party that by their nature would continue beyond the expiration or Agreement shall survive termination or expiration of the Agreement.

G. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

H. No Third-Party Beneficiaries. This Agreement does not expressly or implicitly provide any third party (including users) with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

I. Parties Authority to Contract. The persons whose signatures appear below are duly authorized to enter into the Agreement on behalf of the Parties named therein.

J. No Waiver, Etc. No failure by either Party to enforce any rights hereunder shall constitute a waiver of such right(s). This Agreement may be executed in counterpart copies.

K. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

L. Article Headings. The article headings used herein are for reference only and shall not limit or control any term or provision of this Agreement or the interpretation or construction thereof.

M. Compliance with Laws. Each of the Parties agrees to comply with all applicable local, state and federal laws and regulations and ordinances in the performance of its respective obligations under this Agreement.

There being no further business, on motion duly made and seconded, adjournment was taken at 12:30 p.m.

Approved this 20th day of March, 2025.