celebrations public participation 2015-011-001 approval … · 16/11/2015 · jeff stutzman head...

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The Board of Education Meeting Minutes November 16, 2015

The Board of Education of Findlay City Schools met in regular session at 6:00 PM in the Glenwood Middle School Community Room. President Dysinger called the meeting to order. Present were: Mrs. Dysinger, Mrs. Lockard, Mrs. Robertson, Mr. Pochard, Dr. Siebenaler Wilson, and Assistant Superintendent Mr. Roth, Treasurer Mr. Barnhart and Superintendent Mr. Kurt.

CELEBRATIONS

Krista Miller, Jefferson Principal, welcomed the Board and some of Jefferson’s students led the Board members in the Pledge of Allegiance. Mrs. Miller also shared a video from her students. Precia Stuby, Mark Verhee, and Mark Miller from the Community Partnership recognized FHS Principal, Craig Kupferberg, for his work on preventing substance abuse over the last 20 years.

PUBLIC PARTICIPATION

Becky Biesiada, FEA President, celebrated Krista Miller and her work on Leader in Me. She also celebrated Craig Kupferberg on his award. She noted that parent teacher conferences are finishing up. Deb Cook, a volunteer election worker, praised Katlyn Phillips, one of the FHS students who worked the polls, saying she was very helpful.

2015-011-001 Approval of Minutes

It was motioned by Mr. Pochard, seconded by Mrs. Robertson to approve the regular meeting minutes from October 19, 2015. Roll call: Mr. Pochard, aye; Mrs. Robertson, aye; Mrs. Dysinger, aye; Mrs. Lockard, aye; Dr. Siebenaler Wilson, aye. President Dysinger declared the motion carried.

CORRESPONDENCE

Mr. Barnhart explained the Rich & Gillis Summary, Annual Report, and Proposal for 2016 Tax Cases as shown in EXHIBIT A. 2015-011-002 Consent Items (A-N) It was motioned by Dr. Siebenaler Wilson, seconded by Mr. Pochard to approve consent items A-N.

CERTIFICATED PERSONNEL A. Leave of Absence (will use paid sick, personal, and/or vacation time, if available) Becky Bucher (Millstream, Cosmetology)

Effective: 11/25/15 – 1/3/2016 Reason: FMLA Tina Gephart (Chamberlin Hill, Grade 5) Effective: 11/19/15 – 12/20/15 Reason: FMLA Diana Sanders-Wiseley (Glenwood, ESL) Effective: 10/8/15 – 11/23/15 Reason: FMLA Judy Wicinski (Whittier, Music) Effective: 10/16/15 – 12/18/2015 Reason: FMLA

B. Resignation

Megan Halaschak (Grade 4, Chamberlin Hill) (2 years)

Reason: Relocation Effective: December 31, 2015

C. Appointments

The superintendent recommends approval of the following appointments, at salaries in accordance with the adopted salary schedules; and contingent upon subsequent receipt by the Board of a report B.C.I. which is not inconsistent with the applicant’s answers on the employment application:

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1. Northview After School Intervention @ $22.01/hour (Early Literacy Grant)

Kim Miller, Coordinator/Teacher for 1 hour/day (90 days) Fran Lundy, Coordinator/Sub Teacher for 1 hour/day 2. Foreign Language Curriculum Writing for 16 hours @ $22.01/hour (Acct#001-1100-111-16) Alyssa Baz 3. Spanish III Curriculum Writing for 8 hours @ $22.01/hour (Acct#001-1100-111-16) Taylor Barton 4. French III Curriculum Writing for 8 hour @ $22.01/hour (Acct#001-1100-111-16) Beatrice Omwomo 5. SLO Pre-Assessment Writing for 4 hours @ $22.01/hour (Acct#001-1100-111-16) Jennifer Fryman Mark Shively 6. Mentor/Facilitator Stipend for Resident Educators @ $650 (Acct#001-1100-113) Jo Croy 7. High School English Tutor @ $17.00/hour not to exceed 21hrs/week Dawn Crafts 8. PASS Teachers for 2015-2016 School Year

Linda Dangelo – Step 2 @ $22.59/hour James Orr – Step 2 @ $22.59/hour

9. Adult Education Instructor ~ Step 2 @ $22.09/hour

Virginia Williams 10. Supplemental Duty Assignments – Certificated Personnel for 2015-2016 School Year Blake Blackburn Assistant Boys' Basketball Coach – FHS @ $3,924.38 Ryan Brooks Head 8th Grade Girls' Basketball Coach – Glenwood @ $3,368.71 Jason Chomic Assistant Boys'/Girls' Swimming Coach - FHS (50%) @ $1,137.37 Kayla Cyr Varsity/J.V. Cheerleading Coach (Basketball) – FHS @ $1,684.36 Blake Delaney 7th Grade Boys' Basketball Coach – Glenwood @ $2,274.75 Ray Elbin Assistant Boys' Basketball Coach – FHS @ $4,618.96 Jason Karcher Head 8th Grade Boys' Basketball Coach – Glenwood @ $3,368.71 Aaron Moyer Freshman Boys' Basketball Coach – FHS @ $4,601.59 Dan Pack Head Middle School Wrestling Coach – Donnell @ $4,063.29 Sharon Pullom 7th Grade Girls' Basketball Coach – Glenwood @ $2,969.33 Brian Rosendale Assistant Girls' Basketball Coach – FHS @ $3,924.38 Aaron Roth Assistant Girls' Basketball Coach – FHS @ $3,924.38 Jeff Stutzman Head 8th Grade Girls' Basketball Coach – Donnell @ $4,063.29 Kyle Watts Head Middle School Wrestling Coach – Glenwood @ $3,368.71 Mike Wilson 7th Grade Girls' Basketball Coach – Donnell @ $2,969.33 11. 2015-2016 Findlay Learning Center Flexible Instructional Assistant @ $22.01/hr Sheila Harper up to 15 hrs/week effective November 3, 2015

CLASSIFIED PERSONNEL

D. Leave of Absence (will use paid sick, personal, and/or vacation time, if available)

Gary Brondes (FHS, Custodian) Effective: 10/13/15-12/23/15 Reason: FMLA

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Chuck Hollis (Glenwood, Custodian) Effective: 9/18/15 – 10/4/2015 Reason: FMLA Jeff Miles (Facilities, Maintenance) Effective: 10/28/15 – 11/6/15 Reason: FMLA Lori Van Atta (Transportation, Aide) Effective: 10/1/15 – 10/16/2015 Reason: FMLA

E. Leave of Absence (unpaid) Kathy Skaggs (Food Service, Lead Person - Secondary) Effective: October 20, 21, 22, and November 3, 2015 Reason: Leave Exhausted F. Retirement Bradley Drake (Maintenance, Facilities) (33 years) Reason: Retirement Effective: 12/31/2015 G. Disability Retirement James Clark (Donnell, Custodian) Effective: 6/1/2015 – 5/31/2017 Reason: Disability Retirement H. Resignation Jennifer Settlemire (Enrichment Aide, Donnell) (7 years) Reason: Other Employment Effective: November 6, 2015 I. Reclassification Kay Mathias – FABSS From: Site Director with salary of Step 4, Year 1 @ $15,414 To: Aide with salary of Step 2, Year 1 @ $8.20 per hour Effective: November 6, 2015 Kaitlyn Maurer – FABSS From: Aide with salary of Step 2, Year 1 @ $8.15/hour To: Site Director with salary of Step 3, Year 1 @ $9,920.36 Effective: November 6, 2015 J. Correction to October 5, 2015 Agenda Sharon Snyder, High School Guidance Secretary Effective Retirement Date From: 1/1/2016 To: 12/31/2015

K. Appointments

The assistant superintendent recommends approval of the following appointments, at salaries in accordance with the adopted salary schedules, and contingent upon subsequent receipt by the Board of a report from B.C.I. which is not inconsistent with the applicant’s answers on the employment application 1. Northview After School Intervention @ $9.89/hour (Early Literacy Grant) Jenny Howard 2. Building Intervention Grant @ $9.89/hour Jessica Puperi – Northview 3. Noon Hour Monitor @ $9.57/hr Amy Hudson – Bigelow Hill

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4. Substitute and/or Per Diem Employees Jennifer Crawford – Substitute School Nurse @ $19.23/hour Ashley Nolen – Substitute Custodian @ $10.83/hour

5. Supplemental Duty Assignments – Non-Certificated Personnel for 2015-2016 School Year

WHEREAS, in accordance with the provision of the Ohio Revised Code 3313.53, the duly appointed representatives of the Findlay Board of Education have offered the following extra-duty positions, listed below, to the certificated employees of the district and have advertised the positions to certificated personnel not employed by the district, and WHEREAS, no qualified certificated individuals have been found for these positions,

NOW BE IT THEREFORE RESOLVED, that the Findlay Board of Education hereby deems it appropriate to employ non-certificated personnel for the specified positions for a period not to exceed one (1) year and that the compensation shall be according to the adopted salary schedule for said position(s):

Wade Arredondo J.V. Wrestling Coach - FHS (50%) @ $1,953.50 Lance Baker Assistant Wrestling Coach – FHS @ $3,924.38 Madeline Bell Assistant Boys'/Girls' Swimming Coach - FHS (50%) @ $1,137.37 Cliff Browne Assistant Hockey Coach - FHS (50%) @ $2,300.80 Jordan Fenton J.V. Wrestling Coach - FHS (50%) @ $1,953.50 Susan Fisher Marching Band Percussion/Indoor Drum Line Dir - FHS (80%) @ $1,153.00 Oliver Hardman Head 8th Grade Boys' Basketball Coach - Donnell @ $4,063.29 LeDaniel Mangas Freshman Boys' Basketball Coach – FHS @ $3,907.01 Joseph (Andy) Riley 7th Grade Boys' Basketball Coach – Donnell @ $2,274.75 Abby Smarkel Freshman Girls' Basketball Coach – FHS @ $3,907.01

6. Volunteer – 2015-2016 Classified Club Advisors/Helpers Joseph Dunn – Volunteer FHS Gymnastics Coach Emily Ehresman – Volunteer Donnell 7th Grade Girls’ Basketball Coach Steve Jolliff – Volunteer FHS Assistant Wrestling Coach James Jolliff – Volunteer FHS Assistant Wrestling Coach Michael Matthes – Volunteer Assistant Hockey Coach Tim Montgomery – FFE Equipment Truck Driver Tyler Riley – Volunteer Donnell 7th Grade Boys’ Basketball Coach Nicholas Schenkel – Volunteer Donnell 8th Grade Boys’ Basketball Coach James Smarkel – Volunteer FHS Freshman Girls’ Basketball Coach Matt Thomas – Volunteer Assistant Hockey Coach Amy Warren – Volunteer Wrestlerette Advisor

L. October 2015 Monthly Report The treasurer recommends the October 2015 Monthly Report be accepted as presented by the treasurer as shown in EXHIBIT B.

M. Out of State Trip The superintendent recommends approval of the out of state trip for the Engineering/Robotics National Competition in Fargo, North Dakota Dec 2-6, 2015 as shown in EXHIBIT C1.

N. Underground Railroad Field Trip

The superintendent recommends approval of the Underground Railroad Field Trip on May 15, 2016 and May 16, 2016 for the 7th grade REACH students as shown in EXHIBIT C.

Roll call: Dr. Siebenaler Wilson, aye; Mr. Pochard, aye; Mrs. Dysinger, aye; Mrs. Lockard, aye; Mrs. Robertson, aye. President Dysinger declared the motion carried.

ACTION ITEM

2015-011-003 Dark Fiber Project It was motioned by Mrs. Robertson, seconded by Dr. Siebenaler Wilson to approve of the Dark Fiber Contract proposed by Mr. White, Director of Technology to where TSC Communications is to be awarded a contract of $506,170.76 (initial estimate was $702,645) as the lowest most responsible bidder. Roll call: Mrs. Robertson, aye; Dr. Siebenaler Wilson, aye; Mrs. Dysinger, aye; Mrs. Lockard, aye; Mr. Pochard, aye. President Dysinger declared the motion carried.

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DISCUSSION ITEM

The new bus garage was discussed and the progress in preparation for the start of the 2016-2017 school year.

REPORTS TO THE BOARD

Mr. Wilson and Mr. Huber reported on the Middle School STEM Grant. Mr. Kurt reviewed proposed/draft School Calendars for the next 3 years in EXHIBIT D: 2016-2017, EXHIBIT E: 2017- 2018, EXHIBIT F: 2018-2019.

REPORTS FROM THE BOARD

Mrs. Lockard discussed Book Study – Myth 21; Advantages of being a bilingual school. Mrs. Dysinger provided a legislative report from the OSBA Capitol Conference.

BOARD COMMENTS

Mrs. Dysinger thanked Mr. Kurt, Dr. Swartz and Mr. Manley for giving a wonderful presentation at Capitol Conference on copyright laws. She also thanked Jefferson students for a fabulous presentation to the Board.

SUPERINTENDENTS COMMENTS

Mr. Kurt reported on the OSBA Conference and discussed the State Superintendent, Dr. Richard Ross’ visit to Glenwood Middle School. 2015-011-004 Executive Session It was motioned by Mr. Pochard, seconded by Mrs. Robertson to go into executive session at 7:27 pm to discuss employment of personnel. Roll call: Mr. Pochard, aye; Mrs. Robertson, aye; Mrs. Dysinger, aye; Mrs. Lockard, aye; Dr. Siebenaler Wilson, aye. President Dysinger declared the motion carried. 2015-011-005 Adjournment

It was motioned by Mrs. Dysinger, seconded by Mrs. Robertson to adjourn the meeting at 8:10 pm. Roll call: Mrs. Dysinger, aye; Mrs. Robertson, aye; Mrs. Lockard, aye; Mr. Pochard, aye; Dr. Siebenaler Wilson, aye. President Dysinger declared the motion carried. ________________________________________ President _________________________________________ Treasurer To be read and approved December 14, 2015.

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Exhibit A

Dear Mr. Kurt and Findlay City Board of Education,

The seventh grade REACH staff at Donnell and Glenwood ask that we be allowed

to take our seventh grade classes to Northern Kentucky May 15 and 16, 2016 to learn

about the Underground Railroad. We feel this trip has been a valuable teaching tool for

students as it has extended student knowledge outside of the classroom. The

Underground Railroad trip extends the curriculum taught in the REACH classroom but

also correlates with the Social Studies curriculum. Administrators from both schools have

given permission and feel this is a trip that has positive effects. I am asking on behalf of

both 7th grade REACH teachers, Jenna Potteiger and myself, and Donnell and Glenwood

Middle Schools that we again be allowed to take the Underground Railroad field trip in

order to develop the standard “extending student education.”

Sincerely,

Kate Winger

Donnell Middle School

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Exhibit C

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IRU Dark Fiber Agreement

Between

The City of Findlay

And

Findlay City Schools

November 2016

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Exhibit D

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Table of Contents

Article Page

Article I. Definitions 3

Article II. Conveyance of IRU 4

Article III. Consideration 5

Article IV. Connection and Access to Project FCS‐DF‐2015 5

Article V. Use of Project FCS‐DF‐2015 6

Article VI. Term 6

Article VII. Maintenance and Relocation 7

Article VIII. Warranties 8

Article IX. Default 8

Article X. Notice 9

Article XI. Rules of Construction 9

Article XII. Assignment 10

Article XIII. Entire Agreement; Amendment; Execution 11

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FCS DARK FIBER IRU

AGREEMENT

THIS FCS DARK FIBER IRU AGREEMENT (this “Agreement”) is made, as of the day of ___________,

2015 (the “Effective Date”) by and among the Owner, Findlay City Schools (FCS) having its principal

office at 1100 Broad Avenue, Findlay, OH, 45840, and Customer, Hancock County having its principal

office at 318 Dorney Plaza, Findlay, OH 45840

WHEREAS, Owner, through ownership or other arrangements has or intends to obtain

rights to own and to use this Fiber‐Optic Wide Area Network Project for the transmission of voice, data,

video, and other Ethernet services, (hereinafter defined as “FCS‐DF‐2015”); and

WHEREAS, Customer desires to acquire from Owner, and Owner desires to provide to

Customer, an exclusive, indefeasible right to use certain optical fibers in FCS‐DF‐2015 upon term and

conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, and other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms and phrases used in this Agreement shall have the following meanings:

“Acceptance Date” shall be the date the Fiber is accepted by the Customer.

“Affiliates” means; with respect to any entity, an entity controlling, controlled by, or under common

control with such entity by means of direct or indirect majority equity ownership.

“Agreement” shall have the definition set forth in the first paragraph, above.

“Cable” means the fiber optic cable included in Project FCS‐DF‐2015 and fibers contained therein that

includes the Customer Fibers and associated splicing connections, splice boxes and vaults, and conduit.

“Customer IRU” shall have the definition set forth in Section 2.1.

“Effective Date” shall be the definition set forth in the introductory paragraph of this Agreement.

“Indefeasible Right of Use” or “IRU” is an exclusive, indefeasible right to use the specified property, but

does not convey title, ownership, or rights of possession in any real or personal property.

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“Laterals” are typically 24 count fiber routes between the Main Fiber Backbone Ring and a school site

location; they are NOT part of the Entrance Cable.

“Route” shall mean the route, including spurs, upon which the Customer Fibers is or will be constructed

and installed.

ARTICLE II

CONVEYANCE OF IRU

2.1 Conveyance upon Acceptance. Effective as of the Acceptance Date and upon receipt of Customer’s

payment or plan of payment of the Contract Price, Owner hereby grants to Customer an exclusive IRU

(the “Customer IRU”). The “Customer Fibers” shall be specific fibers as selected by Owner in the Cable

and described in Exhibit A to this agreement. Such IRU shall be subject to the terms and conditions set

forth herein. Such IRU grant does not convey any legal title to any real or personal property, including

the Fibers, the Cable, or Project FCS‐DF‐2015.

2.2 Substitution of Fibers. Customer acknowledges and agrees that notwithstanding the above

conveyance, upon not less than one hundred twenty (120) days written notice from Owner to Customer,

Owner may substitute for Customer Fibers an equal number of alternative fibers along the same or an

alternative route; provided that in any such event, such substitution (a) shall be without unreasonable

interruption of service and use by Customer, (b) shall be effected at the sole cost of Owner, (c) shall be

constructed and tested in accordance with the specifications set forth in this Agreement, and (d) shall

not adversely affect the use, operation or performance of Customer’s network or business or change

any Connecting Points or endpoints of Customer. An unreasonable interruption is any interruption

lasting more than four hours.

2.3 Additional Fibers. Customer shall have the right to request the grant of an IRU in additional fibers

from Owner. Whether to grant such request shall be determined by Owner in its sole discretion and

shall be subject to the availability of fibers in the routes requested. Any such grant shall be based upon

mutually agreeable pricing, terms, and conditions.

2.4 Third Party Beneficiaries. The Ohio Department of Education shall be third party beneficiaries to

this Agreement.

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ARTICLE III

CONSIDERATION

3.1 Contract Price. Customer shall pay Findlay City Schools the following amount(s) (the “Contract

Price”), payable as follows:

Payment of EST $105,210.00 shall be remitted to the Owner within twenty (20) days after invoice

delivery date following the execution of this Agreement.

3.2 Charges for Pole Rental and Routine Maintenance. There will be additional maintenance charges to

Customer for its Pro‐Rata share of pole rentals and Routine Maintenance of EST $1152.73 per year for

the balance of the Agreement. The amount is subject to an annual adjustment based on pole rental fees

charged to the Owner by AEP and AT&T or their assigns, and any changes in the cost of the maintenance

agreement between the Owner and its maintenance contractor. Such costs shall be invoiced to

Customer on each anniversary of this Agreement and shall be payable by Customer within sixty (60) days

of Customer’s receipt of such invoice.

3.3 Charges for Non‐Routine Maintenance. Customer shall pay its Pro‐Rata share of Findlay City

Schools Costs of performing Non‐Routine Maintenance, if the gross Cost of such work relating to any

single event or multiple, closely related events is greater that two thousand dollars ($2000.00). Such

costs shall be invoiced to Customer and shall be payable by Customer within sixty (60) days of

Customer’s receipt of such invoice. Customer shall not be responsible for the Cost of any Non‐Routine

Maintenance made necessary because of the negligence or willful misconduct on the part of Findlay City

Schools. Such costs shall be invoiced to Customer and shall be payable by Customer within sixty (60)

days of Customer’s receipt of such invoice.

ARTICLE IV

CONNECTION AND ACCESS TO PROJECT FCS‐DF‐2015

4.1 Connections. Subject to the provisions herein, Customer shall pay for and arrange all connections

of its equipment with the Customer IRUed Fibers.

4.2 No Unauthorized Access to Project FCS‐DF‐2015. Customer shall not access any part of the Project

FCS‐DF‐2015 (other than pursuant to the IRU Provisions in this Agreement) without the prior written

consent of Owner, and then only upon the terms and conditions of the Owner.

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ARTICLE V

USE OF PROJECT FCS‐DF‐2015

5.1 Customer’s Rights Exclusive. Customer may use and permit others to use the Customer Fibers for

any lawful purpose.

5.2 Notice of Damage. Customer shall promptly notify Owner of any matters pertaining to any damage

or impending damage to or loss of the use of the Customer Fibers that are known to it and that could

reasonably be expected to adversely affect Project FCS‐DF‐2015. Owner shall promptly notify Customer

of any matters pertaining to any damage or impending damage to or loss of the use of Customer Fibers

that are known to it and that could reasonably be expected to adversely affect the Customer Fibers.

5.3 Preventing Interference with Other Fibers. Neither Customer nor Owner shall use equipment,

technologies, or methods of operation that interfere in any way with or adversely affect Project FCS‐DF‐

2015 or the use of Project FCS‐DF‐2015 by the other party or third parties or their respective Fibers,

equipment, or facilities associated therewith. Each party shall take all reasonable precautions to prevent

damage to Project FCS‐DF‐2015 or to fibers used or owned by the other party or third parties.

Notwithstanding the above, the provisions of this Section shall not prevent a party from using

commercially reasonable equipment, technologies, or methods of operation if the interference or

adverse effect on the other party or a third party results primarily from such other party or third party’s

use of equipment, technologies, or methods of operation that are not commercially reasonable or that

are not standard in the telecommunications industry.

5.4 Liens. Customer shall not cause or permit any party of Project FCS‐DF‐2015 to become subject to

any mechanic’s, material men’s, or Owner’s lien, or lender’s lien. Owner shall not cause or permit any

part of Project FCS‐DF‐2015 to become subject to any mechanic’s, material men’s, Owner’s or lender’s

lien. If a party breaches its obligations under this Section, it shall immediately notify the other party in

writing, shall promptly cause such lien to be discharged and released of record without cost to the other

party.

ARTICLE VI

TERM

6.1 Term. The Term of the IRU shall begin on the Acceptance Date and shall end on the Thirtieth (30th)

anniversary of the Effective Date (the “Initial Term”). Subject to the conditions set forth below,

Customer may, by written notice, request to extend the Term for a period of ten years for a fee of

$90,000.00. Customer shall provide the written extension notice at least one (1) year in advance of the

date the Term would expire absent such notice.

6.2 Effect of Termination. No termination of this Agreement shall affect the rights or obligations of any

party hereto:

(a) With respect to any payment hereunder for services rendered prior to the date of the

termination; or

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(b) Pursuant to other provisions of this Agreement that, by their sense and context, are intended

to survive termination of this Agreement.

ARTICLE VII

MAINTENANCE AND RELOCATION

7.1 Maintenance. Owner will provide maintenance pursuant to a Maintenance Agreement signed

between itself and contracted provider as described in Exhibit B to this Agreement.

7.2 Relocation Procedures. If Findlay City Schools determines in its reasonable business judgment, or is required by a third party with legal authority to do so, to relocate all or any portion of Project FCS‐DF‐2015 or any of the facilities used or required in providing Customer with the Customer IRU, Findlay City Schools shall provide Customer thirty (30) calendar days’ prior notice of any such relocation, if possible, and shall proceed with such relocation. Findlay City Schools shall have the right to direct such relocation, including the right to determine the extent of, the timing of, and methods to be used for such relocation, provided that any such relocation:

(a) Shall not result in a materially adverse change to the operations, performance,

Connecting Points with the network of Customer, or end points of the Major Segment; and

(b) Shall not unreasonably interrupt service on the System.

7.2 Payment of Relocation Costs. Customer shall pay its Pro‐Rata Share of Findlay City School’s costs of performing relocations. Such costs shall be invoiced to Customer and shall be payable by Customer within thirty (30) days of Customer’s receipt of such invoice. Notwithstanding the foregoing, Customer’s obligation to pay its Pro‐Rata Share of Findlay City School’s costs shall apply only to the extent Findlay City School’s relocates the system (i) for bona fide operational, safety or security reasons, (ii) under legal compulsion, (iii) under bona fide threat of legal compulsion, or (iv) pursuant to Customer’s consent, which consent agrees to payment and of customer’s Pro‐Rata Share of Findlay City School’s costs; and such relocation is not made necessary because of negligence or misconduct on the part of Findlay City Schools.

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ARTICLE VIII

WARRANTIES

8.1 Warranties Relating to Agreement Validity. In addition to any other representations and

warranties contained in this Agreement, each party hereto represents and warrants to the other that:

(a) It has the full right and authority to enter into, execute, deliver, and perform its obligations

under this Agreement;

(b) It has taken all requisite action to approve the execution, delivery, and performance of this

Agreement;

(c) This Agreement constitutes a legal, valid and binding obligation enforceable against such party

in accordance with its terms; and

(d) Its execution of the performance under this Agreement shall not violate any applicable existing

regulations, rules, statutes, or court orders of any local, state, or federal government agency,

court, or body.

ARTICLE IX

DEFAULT

9.1 A party shall not be in default under this Agreement until one of the following events occurs: (i)

either party fails to make a payment of any undisputed amount required under this Agreement and such

failure continues for more than fifteen (15) days after such party receives written notice of such failure

from the non‐defaulting party; (ii) either party perform or comply with any other obligation, agreement,

term, or provision of this Agreement applicable to it and such failure continues for more than thirty (30)

days after such party receives written notice of such failure from the non‐defaulting party, provided,

however, that if such default cannot reasonably be cured within such thirty (30) day period and if the

first party is proceeding promptly and with due diligence in curing the same, the time for curing such

default shall be extended for the period of time, not to exceed ninety (90) days, as may be necessary to

complete such curing. Any event of default may be waived at the non‐defaulting party’s option. Upon

the failure of a party to timely cure any such default after notice thereof from the other party and

expiration of the above cure periods, then the non‐defaulting party may pursue any legal remedies it

may have under applicable law or principles of equity relating to such breach.

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ARTICLE X

NOTICE

10.1 Notice Addresses. Unless otherwise provided in this Agreement, all notices and communications

concerning this Agreement shall be in writing and addressed to the other party as follows:

If to Owner: 1100 Broad Avenue

Findlay, OH 45840

Attention: Superintendent

AND 2323 West Fifth Ave, Suite 100

Columbus, Ohio 43204

If to Customer: 318 Dorney Plaza,

Findlay, OH 45840

ARTICLE XI

RULES OF CONSTRUCTION

11.1 Interpretation. The captions or headings in this Agreement are strictly for convenience and shall

not be considered in interpreting this Agreement or as amplifying or limiting any of its content. Words in

this Agreement that import the singular connotation shall be interpreted as plural, and words that

import the plural connotation shall be interpreted as plural, and words that import the plural

connotation shall be interpreted as singular, as the identity of the parties or objects referred to may

require. References to “person” or “entity” each include natural persons and legal entities, including

corporations, limited liability companies, partnerships, sole proprietorships, business divisions,

unincorporated associations, governmental entities, and any entities entitled to bring an action in, or

that are subject to suit in an action before, any state or federal court of the United States. The word

“including” means “including, but not limited to”. “Days” refers to calendar days. Unless expressly

defined herein, words having well‐known technical or trade meanings shall be construed.

11.2 No Third‐Party Rights. Unless specifically identified in this Agreement, nothing in this Agreement

is intended to provide any legal rights to anyone not an executing party of this Agreement.

11.3 Agreement Fully Negotiated. This Agreement has been fully negotiated between Owner and

Customer.

11.4 Industry Standards. Except as otherwise set forth herein, for the purpose of this Agreement the

normal standards of performance within the telecommunications industry in the relevant market shall

be the measure of whether a party’s performance is reasonable and timely.

11.5 Limited Effect of Waiver. The failure of either Owner or Customer to enforce any of the provisions

of this Agreement, or the waiver thereof in any instance, shall not be construed as a general waiver or

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relinquishment on its part of any such provision, but the same shall nevertheless be and remain in full

force and effect.

11.6 Severability. If any term, covenant or condition in this Agreement shall, to any extent, be invalid

or unenforceable in any respect under the laws governing this Agreement, the remainder of this

Agreement shall not be affected thereby, and each term, covenant or condition of this Agreement shall

be valid and enforceable to the fullest extent permitted by law.

11.7 No Partnership Created. The relationship between Owner and Customer shall not be that of

partners, agents, or a joint venture for one another and nothing contained in this Agreement shall be

deemed to constitute a partnership or agency agreement between them for any purposes, including

federal income tax purposes. Owner and Customer, in performing any of their obligations hereunder,

shall be independent contractors or independent parties and shall discharge their contractual

obligations at their own risk.

ARTICLE XII

ASSIGNMENT

12.1 Conditions to Effective Assignment. An assignment (or other transfer) of this Agreement or a

party’s rights or obligation hereunder to any other party shall not be effective without (a) the prior

written consent of the non‐assigning party, except as provided herein, (b) the written agreement of the

assignee to be bound by all terms and conditions of this Agreement and (c) such assignee’s agreement

to cure all prior defaults of the assigning party under this Agreement. If assignment is permitted under

this Article without the non‐assigning party’s consent, then the assignor shall give prior written notice of

the assignment to the non‐assigning party.

12.2 Consent not to be unreasonably withheld. The non‐assigning party shall not unreasonably

withhold its consent required hereunder to an assignment if neither the assigning party nor the

proposed assignee is in material default under this Agreement or any other agreement with the non‐

assigning party. For purposes of this Section, Owner’s consent to a requested assignment or transfer

shall not be considered unreasonably withheld if such requested assignment or transfer is to a party

which Owner determines does not have the technical ability or financial capability to perform

Customer’s obligations under this Agreement.

12.3 Agreement Binds Successors. This Agreement and the rights and obligations under this

Agreement (including the limitations on liability and recourse set forth in this Agreement benefiting the

other party and the Released Parties) shall be binding upon and shall inure to the benefit of Owner and

Customer and their respective permitted successors and assigns.

12.4 Change in Control Not an Assignment. Notwithstanding any presumptions under applicable state

law that a change in control of a party constitutes an assignment of an agreement, a change in control of

a party, not made for purposes of circumventing restrictions on assignment or of depriving the other

party of rights under this Agreement, shall not be deemed an assignment for purposes of this

Agreement.

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12.5 Right to Subcontract. Owner may subcontract for testing, maintenance, repair, restoration,

relocation, or other operational and technical services it is obligated to provide hereunder or may have

the underlying facility owner or its contractor perform such obligations, but Owner in any event shall

remain fully and directly liable to Customer for the performance of such services and obligations.

ARTICLE XIII

ENTIRE AGREEMENT; AMENDMENT; EXECUTION

13.1 Integration; Exhibits. This Agreement constitutes the entire and final agreement and

understanding between Owner and Customer with respect to the subject matter hereof and supersedes

all prior agreements relating to the subject matter hereof, which are of no further force or effect. The

Exhibits referred to herein are an integral part hereof and are made a part of this Agreement by

reference.

13.2 No Parole Amendment. This Agreement may only be amended, modified, or supplemented by an

instrument in writing executed by duly authorized representatives of Owner and Customer.

13.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken

together shall constitute one and the same instrument.

13.4 Facsimile Delivery. This Agreement may be duly executed and delivered by a party by execution

and facsimile delivery of the signature page of a counterpart to the other party, provided that, if delivery

is made by facsimile, the executing party shall promptly deliver a complete counterpart that it has

executed to the other party.

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IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in

this Agreement and intending to be legally bound hereby, Owner and Customer have executed this

Agreement as of the dates set forth below.

THE CITY OF FINDLAY FINDLAY CITY SCHOOLS

BY: _____________________________ BY:___________________________

PRINT NAME: ____________________ PRINT NAME:___________________

TITLE:___________________________ TITLE:_________________________

DATE:___________________________ DATE:_________________________

13

Exhibit A

IRU Description

14

EXHIBIT B

Maintenance Agreement

1

IRU Dark Fiber Agreement

Between

Hancock County

And

Findlay City Schools

November 2016

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Exhibit D

2

Table of Contents

Article Page

Article I. Definitions 3

Article II. Conveyance of IRU 4

Article III. Consideration 5

Article IV. Connection and Access to Project FCS‐DF‐2015 5

Article V. Use of Project FCS‐DF‐2015 6

Article VI. Term 6

Article VII. Maintenance and Relocation 7

Article VIII. Warranties 8

Article IX. Default 8

Article X. Notice 9

Article XI. Rules of Construction 9

Article XII. Assignment 10

Article XIII. Entire Agreement; Amendment; Execution 11

3

FCS DARK FIBER IRU

AGREEMENT

THIS FCS DARK FIBER IRU AGREEMENT (this “Agreement”) is made, as of the day of ___________,

2015 (the “Effective Date”) by and among the Owner, Findlay City Schools (FCS) having its principal

office at 1100 Broad Avenue, Findlay, OH, 45840, and Customer, Hancock County having its principal

office at 300 South Main Street, Findlay, OH 45840.

WHEREAS, Owner, through ownership or other arrangements has or intends to obtain

rights to own and to use this Fiber‐Optic Wide Area Network Project for the transmission of voice, data,

video, and other Ethernet services, (hereinafter defined as “FCS‐DF‐2015”); and

WHEREAS, Customer desires to acquire from Owner, and Owner desires to provide to

Customer, an exclusive, indefeasible right to use certain optical fibers in FCS‐DF‐2015 upon term and

conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual promises set forth below, and other

good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms and phrases used in this Agreement shall have the following meanings:

“Acceptance Date” shall be the date the Fiber is accepted by the Customer.

“Affiliates” means; with respect to any entity, an entity controlling, controlled by, or under common

control with such entity by means of direct or indirect majority equity ownership.

“Agreement” shall have the definition set forth in the first paragraph, above.

“Cable” means the fiber optic cable included in Project FCS‐DF‐2015 and fibers contained therein that

includes the Customer Fibers and associated splicing connections, splice boxes and vaults, and conduit.

“Customer IRU” shall have the definition set forth in Section 2.1.

“Effective Date” shall be the definition set forth in the introductory paragraph of this Agreement.

“Indefeasible Right of Use” or “IRU” is an exclusive, indefeasible right to use the specified property, but

does not convey title, ownership, or rights of possession in any real or personal property.

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“Laterals” are typically 24 count fiber routes between the Main Fiber Backbone Ring and a school site

location; they are NOT part of the Entrance Cable.

“Route” shall mean the route, including spurs, upon which the Customer Fibers is or will be constructed

and installed.

ARTICLE II

CONVEYANCE OF IRU

2.1 Conveyance upon Acceptance. Effective as of the Acceptance Date and upon receipt of Customer’s

payment or plan of payment of the Contract Price, Owner hereby grants to Customer an exclusive IRU

(the “Customer IRU”). The “Customer Fibers” shall be specific fibers as selected by Owner in the Cable

and described in Exhibit A to this agreement. Such IRU shall be subject to the terms and conditions set

forth herein. Such IRU grant does not convey any legal title to any real or personal property, including

the Fibers, the Cable, or Project FCS‐DF‐2015.

2.2 Substitution of Fibers. Customer acknowledges and agrees that notwithstanding the above

conveyance, upon not less than one hundred twenty (120) days written notice from Owner to Customer,

Owner may substitute for Customer Fibers an equal number of alternative fibers along the same or an

alternative route; provided that in any such event, such substitution (a) shall be without unreasonable

interruption of service and use by Customer, (b) shall be effected at the sole cost of Owner, (c) shall be

constructed and tested in accordance with the specifications set forth in this Agreement, and (d) shall

not adversely affect the use, operation or performance of Customer’s network or business or change

any Connecting Points or endpoints of Customer. An unreasonable interruption is any interruption

lasting more than four hours.

2.3 Additional Fibers. Customer shall have the right to request the grant of an IRU in additional fibers

from Owner. Whether to grant such request shall be determined by Owner in its sole discretion and

shall be subject to the availability of fibers in the routes requested. Any such grant shall be based upon

mutually agreeable pricing, terms, and conditions.

2.4 Third Party Beneficiaries. The Ohio Department of Education shall be third party beneficiaries to

this Agreement.

5

ARTICLE III

CONSIDERATION

3.1 Contract Price. Customer shall pay Findlay City Schools the following amount(s) (the “Contract

Price”), payable as follows:

Payment of EST $105,210.00 shall be remitted to the Owner within twenty (20) days after invoice

delivery date following the execution of this Agreement.

3.2 Charges for Pole Rental and Routine Maintenance. There will be additional maintenance charges to

Customer for its Pro‐Rata share of pole rentals and Routine Maintenance of EST $1152.73 per year for

the balance of the Agreement. The amount is subject to an annual adjustment based on pole rental fees

charged to the Owner by AEP and AT&T or their assigns, and any changes in the cost of the maintenance

agreement between the Owner and its maintenance contractor. Such costs shall be invoiced to

Customer on each anniversary of this Agreement and shall be payable by Customer within sixty (60) days

of Customer’s receipt of such invoice.

3.3 Charges for Non‐Routine Maintenance. Customer shall pay its Pro‐Rata share of Findlay City

Schools Costs of performing Non‐Routine Maintenance, if the gross Cost of such work relating to any

single event or multiple, closely related events is greater that two thousand dollars ($2000.00). Such

costs shall be invoiced to Customer and shall be payable by Customer within sixty (60) days of

Customer’s receipt of such invoice. Customer shall not be responsible for the Cost of any Non‐Routine

Maintenance made necessary because of the negligence or willful misconduct on the part of Findlay City

Schools. Such costs shall be invoiced to Customer and shall be payable by Customer within sixty (60)

days of Customer’s receipt of such invoice.

ARTICLE IV

CONNECTION AND ACCESS TO PROJECT FCS‐DF‐2015

4.1 Connections. Subject to the provisions herein, Customer shall pay for and arrange all connections

of its equipment with the Customer IRUed Fibers.

4.2 No Unauthorized Access to Project FCS‐DF‐2015. Customer shall not access any part of the Project

FCS‐DF‐2015 (other than pursuant to the IRU Provisions in this Agreement) without the prior written

consent of Owner, and then only upon the terms and conditions of the Owner.

6

ARTICLE V

USE OF PROJECT FCS‐DF‐2015

5.1 Customer’s Rights Exclusive. Customer may use and permit others to use the Customer Fibers for

any lawful purpose.

5.2 Notice of Damage. Customer shall promptly notify Owner of any matters pertaining to any damage

or impending damage to or loss of the use of the Customer Fibers that are known to it and that could

reasonably be expected to adversely affect Project FCS‐DF‐2015. Owner shall promptly notify Customer

of any matters pertaining to any damage or impending damage to or loss of the use of Customer Fibers

that are known to it and that could reasonably be expected to adversely affect the Customer Fibers.

5.3 Preventing Interference with Other Fibers. Neither Customer nor Owner shall use equipment,

technologies, or methods of operation that interfere in any way with or adversely affect Project FCS‐DF‐

2015 or the use of Project FCS‐DF‐2015 by the other party or third parties or their respective Fibers,

equipment, or facilities associated therewith. Each party shall take all reasonable precautions to prevent

damage to Project FCS‐DF‐2015 or to fibers used or owned by the other party or third parties.

Notwithstanding the above, the provisions of this Section shall not prevent a party from using

commercially reasonable equipment, technologies, or methods of operation if the interference or

adverse effect on the other party or a third party results primarily from such other party or third party’s

use of equipment, technologies, or methods of operation that are not commercially reasonable or that

are not standard in the telecommunications industry.

5.4 Liens. Customer shall not cause or permit any party of Project FCS‐DF‐2015 to become subject to

any mechanic’s, material men’s, or Owner’s lien, or lender’s lien. Owner shall not cause or permit any

part of Project FCS‐DF‐2015 to become subject to any mechanic’s, material men’s, Owner’s or lender’s

lien. If a party breaches its obligations under this Section, it shall immediately notify the other party in

writing, shall promptly cause such lien to be discharged and released of record without cost to the other

party.

ARTICLE VI

TERM

6.1 Term. The Term of the IRU shall begin on the Acceptance Date and shall end on the Thirtieth (30th)

anniversary of the Effective Date (the “Initial Term”). Subject to the conditions set forth below,

Customer may, by written notice, request to extend the Term for a period of ten years for a fee of

$90,000.00. Customer shall provide the written extension notice at least one (1) year in advance of the

date the Term would expire absent such notice.

6.2 Effect of Termination. No termination of this Agreement shall affect the rights or obligations of any

party hereto:

(a) With respect to any payment hereunder for services rendered prior to the date of the

termination; or

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(b) Pursuant to other provisions of this Agreement that, by their sense and context, are intended

to survive termination of this Agreement.

ARTICLE VII

MAINTENANCE AND RELOCATION

7.1 Maintenance. Owner will provide maintenance pursuant to a Maintenance Agreement signed

between itself and contracted provider as described in Exhibit B to this Agreement.

7.2 Relocation Procedures. If Findlay City Schools determines in its reasonable business judgment, or is required by a third party with legal authority to do so, to relocate all or any portion of Project FCS‐DF‐2015 or any of the facilities used or required in providing Customer with the Customer IRU, Findlay City Schools shall provide Customer thirty (30) calendar days’ prior notice of any such relocation, if possible, and shall proceed with such relocation. Findlay City Schools shall have the right to direct such relocation, including the right to determine the extent of, the timing of, and methods to be used for such relocation, provided that any such relocation:

(a) Shall not result in a materially adverse change to the operations, performance,

Connecting Points with the network of Customer, or end points of the Major Segment; and

(b) Shall not unreasonably interrupt service on the System.

7.2 Payment of Relocation Costs. Customer shall pay its Pro‐Rata Share of Findlay City School’s costs of performing relocations. Such costs shall be invoiced to Customer and shall be payable by Customer within thirty (30) days of Customer’s receipt of such invoice. Notwithstanding the foregoing, Customer’s obligation to pay its Pro‐Rata Share of Findlay City School’s costs shall apply only to the extent Findlay City School’s relocates the system (i) for bona fide operational, safety or security reasons, (ii) under legal compulsion, (iii) under bona fide threat of legal compulsion, or (iv) pursuant to Customer’s consent, which consent agrees to payment and of customer’s Pro‐Rata Share of Findlay City School’s costs; and such relocation is not made necessary because of negligence or misconduct on the part of Findlay City Schools.

8

ARTICLE VIII

WARRANTIES

8.1 Warranties Relating to Agreement Validity. In addition to any other representations and

warranties contained in this Agreement, each party hereto represents and warrants to the other that:

(a) It has the full right and authority to enter into, execute, deliver, and perform its obligations

under this Agreement;

(b) It has taken all requisite action to approve the execution, delivery, and performance of this

Agreement;

(c) This Agreement constitutes a legal, valid and binding obligation enforceable against such party

in accordance with its terms; and

(d) Its execution of the performance under this Agreement shall not violate any applicable existing

regulations, rules, statutes, or court orders of any local, state, or federal government agency,

court, or body.

ARTICLE IX

DEFAULT

9.1 A party shall not be in default under this Agreement until one of the following events occurs: (i)

either party fails to make a payment of any undisputed amount required under this Agreement and such

failure continues for more than fifteen (15) days after such party receives written notice of such failure

from the non‐defaulting party; (ii) either party perform or comply with any other obligation, agreement,

term, or provision of this Agreement applicable to it and such failure continues for more than thirty (30)

days after such party receives written notice of such failure from the non‐defaulting party, provided,

however, that if such default cannot reasonably be cured within such thirty (30) day period and if the

first party is proceeding promptly and with due diligence in curing the same, the time for curing such

default shall be extended for the period of time, not to exceed ninety (90) days, as may be necessary to

complete such curing. Any event of default may be waived at the non‐defaulting party’s option. Upon

the failure of a party to timely cure any such default after notice thereof from the other party and

expiration of the above cure periods, then the non‐defaulting party may pursue any legal remedies it

may have under applicable law or principles of equity relating to such breach.

9

ARTICLE X

NOTICE

10.1 Notice Addresses. Unless otherwise provided in this Agreement, all notices and communications

concerning this Agreement shall be in writing and addressed to the other party as follows:

If to Owner: 1100 Broad Avenue

Findlay, OH 45840

Attention: Superintendent

AND 2323 West Fifth Ave, Suite 100

Columbus, Ohio 43204

If to Customer: 300 South Main Street

Findlay, OH 45840

ARTICLE XI

RULES OF CONSTRUCTION

11.1 Interpretation. The captions or headings in this Agreement are strictly for convenience and shall

not be considered in interpreting this Agreement or as amplifying or limiting any of its content. Words in

this Agreement that import the singular connotation shall be interpreted as plural, and words that

import the plural connotation shall be interpreted as plural, and words that import the plural

connotation shall be interpreted as singular, as the identity of the parties or objects referred to may

require. References to “person” or “entity” each include natural persons and legal entities, including

corporations, limited liability companies, partnerships, sole proprietorships, business divisions,

unincorporated associations, governmental entities, and any entities entitled to bring an action in, or

that are subject to suit in an action before, any state or federal court of the United States. The word

“including” means “including, but not limited to”. “Days” refers to calendar days. Unless expressly

defined herein, words having well‐known technical or trade meanings shall be construed.

11.2 No Third‐Party Rights. Unless specifically identified in this Agreement, nothing in this Agreement

is intended to provide any legal rights to anyone not an executing party of this Agreement.

11.3 Agreement Fully Negotiated. This Agreement has been fully negotiated between Owner and

Customer.

11.4 Industry Standards. Except as otherwise set forth herein, for the purpose of this Agreement the

normal standards of performance within the telecommunications industry in the relevant market shall

be the measure of whether a party’s performance is reasonable and timely.

11.5 Limited Effect of Waiver. The failure of either Owner or Customer to enforce any of the provisions

of this Agreement, or the waiver thereof in any instance, shall not be construed as a general waiver or

10

relinquishment on its part of any such provision, but the same shall nevertheless be and remain in full

force and effect.

11.6 Severability. If any term, covenant or condition in this Agreement shall, to any extent, be invalid

or unenforceable in any respect under the laws governing this Agreement, the remainder of this

Agreement shall not be affected thereby, and each term, covenant or condition of this Agreement shall

be valid and enforceable to the fullest extent permitted by law.

11.7 No Partnership Created. The relationship between Owner and Customer shall not be that of

partners, agents, or a joint venture for one another and nothing contained in this Agreement shall be

deemed to constitute a partnership or agency agreement between them for any purposes, including

federal income tax purposes. Owner and Customer, in performing any of their obligations hereunder,

shall be independent contractors or independent parties and shall discharge their contractual

obligations at their own risk.

ARTICLE XII

ASSIGNMENT

12.1 Conditions to Effective Assignment. An assignment (or other transfer) of this Agreement or a

party’s rights or obligation hereunder to any other party shall not be effective without (a) the prior

written consent of the non‐assigning party, except as provided herein, (b) the written agreement of the

assignee to be bound by all terms and conditions of this Agreement and (c) such assignee’s agreement

to cure all prior defaults of the assigning party under this Agreement. If assignment is permitted under

this Article without the non‐assigning party’s consent, then the assignor shall give prior written notice of

the assignment to the non‐assigning party.

12.2 Consent not to be unreasonably withheld. The non‐assigning party shall not unreasonably

withhold its consent required hereunder to an assignment if neither the assigning party nor the

proposed assignee is in material default under this Agreement or any other agreement with the non‐

assigning party. For purposes of this Section, Owner’s consent to a requested assignment or transfer

shall not be considered unreasonably withheld if such requested assignment or transfer is to a party

which Owner determines does not have the technical ability or financial capability to perform

Customer’s obligations under this Agreement.

12.3 Agreement Binds Successors. This Agreement and the rights and obligations under this

Agreement (including the limitations on liability and recourse set forth in this Agreement benefiting the

other party and the Released Parties) shall be binding upon and shall inure to the benefit of Owner and

Customer and their respective permitted successors and assigns.

12.4 Change in Control Not an Assignment. Notwithstanding any presumptions under applicable state

law that a change in control of a party constitutes an assignment of an agreement, a change in control of

a party, not made for purposes of circumventing restrictions on assignment or of depriving the other

party of rights under this Agreement, shall not be deemed an assignment for purposes of this

Agreement.

11

12.5 Right to Subcontract. Owner may subcontract for testing, maintenance, repair, restoration,

relocation, or other operational and technical services it is obligated to provide hereunder or may have

the underlying facility owner or its contractor perform such obligations, but Owner in any event shall

remain fully and directly liable to Customer for the performance of such services and obligations.

ARTICLE XIII

ENTIRE AGREEMENT; AMENDMENT; EXECUTION

13.1 Integration; Exhibits. This Agreement constitutes the entire and final agreement and

understanding between Owner and Customer with respect to the subject matter hereof and supersedes

all prior agreements relating to the subject matter hereof, which are of no further force or effect. The

Exhibits referred to herein are an integral part hereof and are made a part of this Agreement by

reference.

13.2 No Parole Amendment. This Agreement may only be amended, modified, or supplemented by an

instrument in writing executed by duly authorized representatives of Owner and Customer.

13.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken

together shall constitute one and the same instrument.

13.4 Facsimile Delivery. This Agreement may be duly executed and delivered by a party by execution

and facsimile delivery of the signature page of a counterpart to the other party, provided that, if delivery

is made by facsimile, the executing party shall promptly deliver a complete counterpart that it has

executed to the other party.

12

IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in

this Agreement and intending to be legally bound hereby, Owner and Customer have executed this

Agreement as of the dates set forth below.

HANCOCK COUNTY FINDLAY CITY SCHOOLS

BY: _____________________________ BY:___________________________

PRINT NAME: ____________________ PRINT NAME:___________________

TITLE:___________________________ TITLE:_________________________

DATE:___________________________ DATE:_________________________

13

Exhibit A

IRU Description

14

EXHIBIT B

Maintenance Agreement

FINDLAY CITY SCHOOL Findlay, Ohio

2016/2017 School Calendar (Final)

Convocation/Building & Dept. Meetings Tuesday, August 16, 2016 First Day for Students Wednesday, August 17, 2016 Labor Day – NO SCHOOL Monday, September 5, 2016 Columbus Day – NO SCHOOL for students Monday, October 10, 2016 **Parent/Teacher Conferences – NO SCHOOL** Mon. & Tues., Nov. 21 & 22, 2016 Fall Break Wed.,Thurs. & Fri., Nov. 23, 24 & 25, 2016 Winter Break Wednesday, December 21, 2016 – Tuesday, January 3, 2017 Students First Day Back to School Wednesday, January 4, 2017 Martin Luther King, Jr. Day – NO SCHOOL for students Monday, January 16, 2017 President’s Day - In-Service Day – NO SCHOOL for students Monday, February 20, 2017 Spring Break – NO SCHOOL Friday, April 14 - Friday, April 21, 2017 Last Day for Students (180 Days) Tuesday, May 23, 2017 Clerical Day for Teachers Wednesday, May 24, 2017 Findlay High School Commencement Saturday, May 27, 2017

(All Millstream students will follow the Findlay City Schools Calendar)

9-Week Grading Periods First 9-Week Grading Period 08/17/16 – 10/19/16 45 days Second 9-Week Grading Period 10/20/16 – 01/09/17 45 days Third 9-Week Grading Period 01/10/17 – 03/13/17 45 days Fourth 9-Week Grading Period 03/14/17 – 05/23/17 45 days

TOTAL DAYS IN SESSION = 180 days

Professional Development Days for teachers – NO SCHOOL FOR STUDENTS: Friday, 9/2/16 Friday, 9/16/16 Monday, 10/10/16 (Columbus Day) Monday, 2/20/17 (President’s Day)

New Teacher Orientation: 8/09 and 8/10 Convocation 8/16 Professional Staff Days (Full Days with no Students): 9/2, 9/16 (SLO Work), 10/10 (SLO

Approval), 2/20/17

**Parent Teacher Conferences may be scheduled on different dates at specific buildings and count as 2 school days.**

mbrown

Exhibit E


2017/2018 School Calendar (DRAFT2)

Convocation/Building & Dept. Meetings Tuesday, August 15, 2017 First Day for Students Wednesday, August 16, 2017 Labor Day – NO SCHOOL Monday, September 4, 2017 **Parent/Teacher Conferences – NO SCHOOL** Mon. & Tues., Nov. 20 & 21, 2017 Fall Break Wed.,Thurs. & Fri., Nov. 22, 23 & 24, 2017 Winter Break Wednesday, December 20, 2017 – Tuesday, January 2, 2018 Students First Day Back to School Wednesday, January 3, 2018 Martin Luther King, Jr. Day – NO SCHOOL for students Monday, January 15, 2018 President’s Day - In-Service Day – NO SCHOOL for students Monday, February 19, 2018 Spring Break – NO SCHOOL Friday, March 30 - Friday, April 6, 2018 Last Day for Students (180 Days) Wednesday, May 23, 2018 Clerical Day for Teachers Thursday, May 24, 2018 Findlay High School Commencement Saturday, May 26, 2018






Approval), 2/19/18


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Exhibit F


2018/2019 School Calendar (DRAFT2)

Convocation/Building & Dept. Meetings Tuesday, August 14, 2018 First Day for Students Wednesday, August 15, 2018 Labor Day – NO SCHOOL Monday, September 3, 2018 **Parent/Teacher Conferences – NO SCHOOL** Mon. & Tues., Nov. 19 & 20, 2018 Fall Break Wed.,Thurs. & Fri., Nov. 21, 22 & 23, 2018 Winter Break Thursday, December 20, 2018 – Wednesday, January 2, 2019 Students First Day Back to School Thursday, January 3, 2019 Martin Luther King, Jr. Day – NO SCHOOL for students Monday, January 21, 2019 President’s Day - In-Service Day – NO SCHOOL for students Monday, February 18, 2019 Spring Break – NO SCHOOL Friday, April 19 - Friday, April 26, 2019 Last Day for Students (180 Days) Wednesday, May 21, 2019 Clerical Day for Teachers Thursday, May 22, 2019 Findlay High School Commencement Saturday, May 25, 2019






Approval), 2/19/19


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Exhibit G

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