Town Council

- TOWN COUNCIL SPECIAL MEETING AGENDA JULY 8, 2025 Starting at 6:00 PM I. Call to Order and roll call. II. Pledge of Allegiance III. Approve the Agenda. IV. Town Council to consider the appointment of Dan Baden as Town Treasurer. V. Adjournment 8200 BAYSIDE ROAD, P.O. BOX 400 CHESAPEAKE BEACH, MARYLAND 20732 (410) 257-2230 (301) 855-8398  - TOWN COUNCIL INFORMATIONAL WORK SESSION AGENDA July 8, 2025 Starting at 6:00 PM I. Call to Order and Roll Call II. Pledge of Allegiance III. Informational discussion on the following: 1. Post MML Attendance Conversation 2. GIS next steps discussion 3. Charter Amendment for Town meeting start time 4. NLC discussion 5. Water Park next steps 6. Ordinance Prohibiting Vicious Animals discussion 7. Richfield Station – updates on paving for RS town homes at trail head 8. Placement of flashing speed light discussion 9. Swimming pool ordinance discussion 10. Town council vacancy process 11. Upcoming WRTP Projects discussion a. Blue Earth - Filter 7Cleaning. b. Biosolids RFP Discussion IV. Adjournment 8200 BAYSIDE ROAD, P.O. BOX 400 CHESAPEAKE BEACH, MARYLAND 20732 (410) 257-2230 (301) 855-8398 1 RECOMMENDATION: It is recommended that the Council authorize the Administration, or their designee, to enter into the royalty Marketing agreement with Utility Service Partners, Inc. (USP) for an initial term of three (3) years, subject to Town Attorney review with an additional (1) year renewal. BACKGROUND: The National League of Cities (NLC) Service Line Warranty Program, offered by Utility Service Partners, a HomeServe Company, was conceived in partnership with the National League of Cities to educate property owners about their service line responsibilities and to help residents avoid the out‐of-pocket expense for unanticipated and potentially costly service line repairs and replacements. Our program, the only one of its kind endorsed by the NLC will help the Town of Chesapeake Beach to achieve its goals by: • Providing homeowners affordable protection against significant and unexpected costs to remedy leaking/broken/clogged water lines, sewer lines, and in-home plumbing lines • Ensuring the delivery of timely, high‐quality repair services in adherence to all applicable codes • Providing exemplary service that reflects positively on the Town • The program generates an ongoing, sustainable source of revenue for the Town and stimulates the local economy by using fully vetted local contractors to complete the repairs. • The Town will receive 10% of payments received in the form a royalty - paid annually COVERAGE: NLC Service Line Warranty Program offers three complete and separate voluntary programs. There is never a service fee/deductible or annual or lifetime limit. Residents can cancel the warranties at any time. Exterior Water Service Line: Includes service to locate, excavate and repair/replace a leaking exterior water service line. Covered repairs include, but are not limited to leaks, breaks, corrosion, blockages, root intrusion, and other types of damage (such as from freezing) that impair or limit the intended function of the system. Includes thawing of frozen water lines. Includes restoration of ground surface features after excavation for service line repair, including filling, raking, reseeding, reinstallation of existing soft landscaping and shrubbery, and patching of paved surfaces. Exterior Sewer Service Line: Includes services to locate, excavate and repair/replace a leaking exterior sewer service line. Covered repairs include, but are not limited to leaks, breaks, corrosion, blockages (due to fats, oils and grease), root intrusion, and other types of damage (such as from freezing) that impair or limit the intended function of the system. Includes restoration of ground surface features after excavation for service line repair, including filling, raking, reseeding, reinstallation of existing soft landscaping and shrubbery, and patching of paved surfaces. Internal Plumbing and Drainage: Coverage includes the emergency breakdown costs of repairing or replacing interior water, sewer, and drainage pipe materials, valves and other plumbing-related material, including unblocking, repair and replacement. Repair of clogged toilets Product Monthly Annual Coverage Annual Service Royalty for the Limit Calls/Per Call Coverage Authority External Water $5.99 Unlimited Unlimited Calls 10% of the premiums Line $8,500 Per Call collected External Sewer $12.99 Unlimited Unlimited Calls 10% of the premiums Line $8,500 Per Call collected In-Home Plumbing $11.99 Unlimited Unlimited Calls 10% of the premiums $3,000 Per Call collected 2 IMPLEMENTATION: The NLC Service Line Program will utilize the Town logo to brand the materials used to educate Town residents/customers about our repair service plans. Program marketing literature clearly discloses that the Program and the Town are separate entities and that the program is voluntary for residents. The NLC Service Line Warranty Program will create all marketing materials with input from the Town and will submit all marketing/communications materials to the Town for final approval. ENROLLMENT AND BILLING: The NLC Service Line Program offers residents simple options if they choose to enroll either via mail, phone, or web. NLC Service Line Program handles all customer billing and residents can choose annual, quarterly, or monthly billing and may pay by check, direct debit/ACH, or credit card. Once we receive the enrollment application, customers receive a welcome letter which includes their service agreement terms and conditions, their payment details, a reiteration of their policy coverage, and our toll‐free customer service number. Customers also receive a welcome call from customer service as an additional, personalized confirmation of the program. We handle all customer billing, and a homeowner can enroll or cancel at any time. FINANCIAL IMPACT: No cost to the Town to participate and the Town will receive 10% of payments received in the form a royalty - paid annually.  #O-25-11 Passed ___________ Effective___________ AN ORDINANCE OF THE MAYOR AND COUNCIL OF CHESAPEAKE BEACH CLARIFYING THAT THE PROVISIONS OF CHAPTER 200, “PROPERTY MAINTENANCE,” SECTION 200-1, “EXISTING STRUCTURES; MAINTENANCE AND REPAIRS”, AND SECTION § 200-3, “SANITARY MAINTENANCE”, PROHIBIT ACCUMULATIONS OF STAGNANT WATER AND OTHER CONDITIONS THAT CONTRIBUTE TO MOSQUITO BREEDING. WHEREAS, CHESAPEAKE BEACH (“the Town”) is a Maryland municipal corporation, organized and operating under a Charter adopted in 1963, in accordance with Article XIE of the Constitution of Maryland and Md. Code Ann., Local Gov’t Art., Division II, Titles 4-6 ; and WHEREAS, pursuant to Md. Code Ann., Local Govt. Art. § 5-202, the Town has the power to enact ordinances it deems necessary to preserve peace and good order and to protect the convenience of the citizens of the municipality; and WHEREAS, pursuant to Md. Code Ann., Pub. Safety Art., § 12-203, each political subdivision must adopt by regulation a local housing code that sets minimum property maintenance standards for housing in the jurisdiction; and WHEREAS, in Section 501(31) of the Town Charter, the Town has adopted the authority to, among other things, protect and preserve the health of the Town’s inhabitants; to prevent the introduction of contagious diseases, to prevent and remove all nuisances; and to inspect, regulate, and abate any buildings, structures, or places that cause or may cause unsanitary conditions or conditions detrimental to health.; and WHEREAS, pursuant to the foregoing authority, the Town has enacted Chapter 200 “Property Maintenance” of the Town Code; and WHEREAS, the Town recognizes the serious public health risks associated with mosquito- borne illnesses, including West Nile Virus, Eastern Equine Encephalitis (EEE), Zika Virus, Dengue, and Chikungunya; and WHEREAS, stagnant water in neglected, uncovered, or untreated swimming pools provides an ideal breeding ground for mosquitoes, increasing the risk of disease transmission within the community; and WHEREAS, the Town Council wishes amend the provisions of Chapter 200 of the Town Code to clarify and strengthen provisions prohibiting conditions that contribute to mosquito breeding, NOW THEREFORE, BE IT ORDAINED AND ENACTED BY THE TOWN COUNCIL OF CHESAPEAKE BEACH THAT: Section 1. Chapter 200, “Property Maintenance”, of the Town Code, § 200-1, “Existing structures, maintenance and repairs”, be and hereby is amended to read as follows: § 200-1. Existing structures; maintenance and repairs. Every building, structure, POOL AND SPA, or premises, and all parts thereof shall be maintained in good repair and in a safe and sanitary condition. Buildings shall be structurally sound and maintained in accordance with minimum maintenance and sanitation standards provided in §§ 200- 2 and 200-3 of this chapter at all times. All mechanical and electrical equipment, means of egress, safety devices, or safeguards required by this code or provided by the owner shall be maintained in good working order. Alterations, repairs, additions and changes of occupancy to existing structures or buildings shall comply with the provisions of this chapter. Section 2. Chapter 200, “Property Maintenance”, of the Town Code, § 200-3, “Sanitary Maintenance,” be and hereby is amended to read as follows: § 200-3. Sanitary maintenance. All lots, buildings, and premises, including abutting sidewalks, gutters, and alleys, shall be maintained in a clean and sanitary condition as provided for herein. A. A clean and sanitary exterior condition shall include but not be limited to the following requirements: (1) Premises shall be kept free from any accumulation of trash and debris, garbage, animal waste, or similar matter. (2) Premises shall be kept free from and effectively protected against infestation by rodents, vermin, insects, INCLUDING MOSQUITOS, or other pests. (3) The height of grass and weeds shall be kept below 12 inches, and shrubs shall be kept trimmed so as not to encroach upon adjacent property. (4) Premises shall be kept free from abandoned and inoperable vehicles. (5) Premises shall be kept free from any object, material, STAGNANT WATER, or condition which constitutes a nuisance or a health, accident, or fire hazard. * * * If signed by the Mayor below, the Mayor approves this Ordinance pursuant to Section C- 310 of the Charter, and this Ordinance shall become effective twenty days following its signature by the Mayor, provided that no ordinance shall become effective until seven days after the last required publication. A fair summary of this ordinance shall be published at least twice at an interval of not less than seven days in a newspaper of general circulation in the Town, and the entire ordinance shall also be posted in the Town Hall. BOLD UNDERLINED SMALL CAPS : signify matter added to existing law Strikethrough : signifies matter deleted from existing law * * * : signify matter remaining in existing law but omitted herein -2-  CHESAPEAKE BEACH, MARYLAND ________________________________ Date Bruce A. Wahl, Mayor ________________________________ Jamey Shuls, Council Vice-President ________________________________ Eric Reinhardt, Councilmember ________________________________ Kathleen Berault, Councilmember ________________________________ Jonathan Evans, Councilmember ________________________________ Laura Blackwelder, Councilmember ________________________________ Anthony Greene, Councilmember BOLD UNDERLINED SMALL CAPS : signify matter added to existing law Strikethrough : signifies matter deleted from existing law * * * : signify matter remaining in existing law but omitted herein -3- To: Dr. Samelia Okpodu, Town Administrator From: Josh Stinnett, Chesapeake Beach WRTP Superintendent Date: July 2, 2025 Re: FY26 Capital Project – Filter Media Chemical Cleaning 1 Background The Mayor and Town Council awarded a contract to Blue Earth for the cleaning of Filter #1 at the CBWRTP and the cleaning was completed in December of 2019. At the time the plan was to evaluate the cleaning process and follow up with the cleaning process for Filter #2, Filter #3, and Filter #4. At the time of cleaning, it was discussed that cleaning the filters would increase the life span of the filter media with full replacement of the media costing over $1,500,000. In 2022, it was determined that the filters would benefit from a cleaning of all four filters. The Mayor and Town Council awarded a contract to Blue Earth for the cleaning in October 2022. This cleaning was performed from late 2022 to early 2023. The Treatment Plant intends to continue to utilize Blue Earth for a subsequent cleaning, following Mayor and Town Council approval, with a start date of July/August 2025. Work should be completed in late September to early October 2025. A quote of $80,000 was provided by Blue Earth for this work. This work is budgeted in the FY26 Capital Projects budget for the Treatment Plant 2 Project The purpose of this project is to perform a chemical cleaning of the filter media to further extend its effective lifespan before replacing the media in all four filters, thereby avoiding costly expenses. The filter media had an expected lifespan of 7-10 years, with this period commencing in 2015 when the filters were placed into service. Media consists of irregularly shaped granules, which allow for a large surface area for favorable biological growth. When the filter is in operation, the process water to be treated trickles down through the media, where the microbes work to reduce nitrate. Over time, the accumulation of organic and inorganic deposits on granular filter media results in shorter run times, increased head loss, and the mixing of media layers as the irregular shape becomes smoother, with a reduced surface area for growth and less spacing between the media granules. Deposits on filter media increase backwash frequency and turbidity, and a decreased nitrate reduction. Moreover, channeling and cementing of media can lead to contaminant breakthrough and clogged underdrains. The Treatment Plant performed a chemical cleaning of the filter media for filter #1 in early 2019 and subsequently cleaned all four filters in late 2022. The results of this cleaning were favorable, with increased filter operation after the cleaning. Prior to cleaning, media samples are sent to a lab for analysis, where a report is generated on the composition of contaminants, and the best cleaning method is determined. In the previous cleaning, this involved adding a chemical to reduce the filter pH to ~1.0, which is highly acidic. This high acidity was designed to break down the accumulation of organic and inorganic deposits on the media, returning it to near its original condition. Following the cleaning process, media samples are collected and sent for analysis to compare the before and after condition of the media. The work process will involve a filter-by-filter cleaning, with one filter being cleaned and then being allowed to “rest” for 2-3 weeks for the filter to acclimate and regrow biofilm needed for operation. The work will extend over an 8-week period, allowing 2 weeks for each filter to acclimate before taking another out of service for cleaning and acclimation. During this period, frequent agitation of the media using the existing air scour blowers is needed. Staff will work in staggered shifts, with a day shift during regular working hours, one staff member on duty from 14:00 to 00:00, and another staff member on duty from 00:00 to 08:00.  Quote # 8899 5055 W Patrick Ln STE 101 Las Vegas Nevada 89118 U.S.A P: 702-851-4760 https://blueearthproducts.com/ Bill To Chesapeake Beach Water Reclamation Plant 8550 Bayside Rd Chesapeake Beach, Maryland 20732 United States Estimate Date : 02/20/2025 Reference# : TBD Ship To 8550 Bayside Rd Sales person : Phil Van Wettering, Jr Chesapeake Beach, Maryland 20732 United States Freight Method : Pre-Pay & Add Item Qty Amount Calcium Scale Remover Plus Low Foam - 275 gallons 12.00 62,157.81 Catalyst - 55 gallons 8.00 6,058.71 pHinish-L - 275 gallons 4.00 7,575.04 Labor 2.00 1,100.00 Sub Total 76,891.56 Shipping charge 2,500.00 Total $79,391.56 All prices FOB manufacturing plant. Price does not include any applicable sales or use taxes. *** Subject to Blue Earth Labs standard terms and conditions. *** Terms and conditions: A. SALES POLICY 1. Wholesale Only. Blue Earth Labs, LLC (“Blue Earth Labs”) only sells products for commercial purposes. 2. Prices. Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact Blue Earth Labs or check online at www.BlueEarthLabs.com for current pricing. Export orders may be subject to other special pricing. Blue Earth Labs reserves the right to accept or reject any order. 3. Sales Tax. Customers are responsible for payment of all applicable state and local taxes or for providing Blue Earth Labs with a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt. 4. Payment and Credit Terms. Blue Earth Labs accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established Blue Earth Labs credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by Blue Earth Labs to its customers, and the limits of such credit is at Blue Earth Labs’ sole discretion, and may be reduced or revoked by Blue Earth Labs at any time, for any reason. Blue Earth Labs reserves the right to charge a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Export orders are subject to special export payment terms and conditions. All payments must be made in U.S. dollars. Blue Earth Labs shall have the right of set-off and deduction for any sums owed by customer to Blue Earth Labs. If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Blue Earth Labs’ credit terms or any of the other terms hereof or of any other agreement between Blue Earth Labs and the customer, Blue Earth Labs may (in addition to all other remedies available to it) defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. 5. Joint and Several Liability. Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Customer, together with each of customer’s subsidiaries and affiliates purchasing from Blue Earth Labs, will be jointly and severally liable for purchases, and customer is also acting as agent for such subsidiaries and affiliates. 6. Credit Balance. Customer agrees that any credit balance(s) issued by Blue Earth Labs will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND BLUE EARTH LABS SHALL HAVE NO FURTHER LIABILITY. B. FREIGHT POLICY Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Blue Earth Labs charges a shipping and handling fee on each order which is applied at time of order and reflected on customer’s invoice. Other terms and conditions may apply for other than standard delivery including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer’s carrier, shipments outside the contiguous U.S., or other special handling by the carrier. Any charges incurred for such other than standard freight services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer’s only resource is to file a claim with the carrier. C. WARRANTY POLICY 1. LIMITED WARRANTY. ALL PRODUCTS SOLD AND PAID FOR ARE WARRANTED BY BLUE EARTH LABS ONLY TO CUSTOMERS FOR RESALE OR USE IN COMMERCIAL OR MUNICIPAL WATER TREATMENT OR DISTRIBUTION AND ONLY WHEN PROPERLY USED BY QUALIFIED, COMPETENT PROFESSIONALS FOLLOWING ACCEPTED PROCEDURES AS OUTLINED IN BLUE EARTH LABS’ PUBLISHED LITERATURE AND WRITTEN OR ORAL INSTRUCTIONS All prices FOB manufacturing plant. Price does not include any applicable sales or use taxes. *** Subject to Blue Earth Labs standard terms and conditions. *** PROVIDED TO THE CUSTOMER. BLUE EARTH LABS WARRANTS ITS PRODUCTS TO CONFORM TO THE QUALITY STANDARDS AS STATED IN THE SPECIFIC PRODUCT LITERATURE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM BLUE EARTH LABS, UNLESS OTHERIWSE STATED. AS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY, BLUE EARTH LABS MAY, AT ITS OPTION: (i) REPLACE; OR (ii) REFUND THE AMOUNT PAID BY CUSTOMER. ANY LAWSUIT OR OTHER PROCEEDING ARISING FROM THIS LIMITED WARRANTY MUST BE BROUGHT WITHIN (1) YEAR AFTER THE DATE OF PURCHAE OF THE PRODUCT FROM BLUE EARTH LABS. 2. WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED OR BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING, OTHER AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY BLUE EARTH LABS. BLUE EARTH LABS DISCLAIMS ANY LIABILITY CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OF MISAPPLICATION. BLUE EARTH LABS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRIGE UPON OTHER’S INTELLECTUAL PROPERTY RIGHTS. BLUE EARTH LABS MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON- MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT. 3. LIMITATION OF LIABILITY. BLUE EARTH LABS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION AND OTHER ECONOMIC DAMAGES) INCLUDING IN RELATION TO BLUE EARTH LAB’S PRODUCTS OR SERVICES, THE USE OF, OR THE INABILITY TO USE, BLUE EARTH LAB’S PRODUCTS OR THE END USER’S TANKS, FILTER BASINS, OTHER SURFACE AREAS, PIPES, FILTER MEDIA OR THE WATER TREATMENT AND/OR DISTRIBUTION INFRASTRUCTURE, EVEN IF BLUE EARTH LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLUE EARTH LABS’ LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY. 4. Manufacturer’s Warranty. Customers may obtain information on a specific manufacturer’s warranty for products sold, but not manufactured, by Blue Earth Labs by calling (702)-851-4760. 5. Product Compliance and Suitability. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Blue Earth Labs does not accept responsibility for construction, installation, and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant. D. PRODUCT INFORMATION 1. Marketing/Website Information. Blue Earth Labs reserves the right to correct publishing errors in its marketing literature or any of its websites. Product depictions in the marketing literature or websites are for illustrative purposes only. Possession of, or access to, any Blue Earth Labs catalog, literature or websites does not constitute the right to purchase products. 2. Material Safety Data Sheets. Material Safety Data Sheets for OSHA defined hazardous substances are available by contacting Blue Earth Labs, 5055 West Patrick Lane, Suite #101, Las Vegas, NV 89118 U.S. ((702)-851 4760) or by logging on to www. BlueEarthLabs.com. E. CONFIDENTIAL INFORMATION 1. Covenant CUSTOMER SHALL HOLD IN CONFIDENCE AND NOT DIRECTLY OR INDIRECTLY REVEAL, REPORT, PUBLISH, DISCLOSE OR TRANSFER ANY CONFIDENTIAL INFORMATION OF BLUE EARTH LABS TO ANY PERSON OR ENTITY, OR UTILIZE ANY CONFIDENTIAL INFORMATION RECEIVED FROM BLUE EARTH LABS FOR ANY PURPOSE, EXCEPT IN THE ORDINARY COURSE OF CUSTOMER’S BUSINESS CONSISTENT WITH THESE TERMS AND CONDITIONS. All Confidential Information utilized or made available by Blue Earth Labs shall at all times remain and be the sole property of Blue Earth Labs. 2. Reverse Engineering Customer shall not perform, or knowingly allow any other person to perform, any form of reverse engineering of any All prices FOB manufacturing plant. Price does not include any applicable sales or use taxes. *** Subject to Blue Earth Labs standard terms and conditions. *** products sold by Blue Earth Labs, including without limitation, any deformulation, decompilation, disassembly, or formula reconstruction of such products or any of their components. F. GENERAL TERMS 1. Force Majeure. Blue Earth Labs shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Blue Earth Labs in the conduct of its business. 2. Blue Earth Labs’ Performance of Services. Customer will hold harmless and indemnify Blue Earth Labs, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Blue Earth Labs related to the performance of services for customer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives. 3. Cancellation. All product cancellations must be approved by Blue Earth Labs, and may be subject to restocking fees and other charges. G. MISCELLANEOUS 1. No Waiver. No failure or delay by Blue Earth Labs in exercising any right, power or remedy under available to it under these terms and conditions will operate as a waiver of any such right, power or remedy. 2. Governing Law; Venue. All issues and questions concerning these terms and conditions shall be governed by, and construed in accordance with, the laws of the State of Nevada. Venue and personal jurisdiction for any claim, action or proceeding with respect to or arising out of these terms and conditions shall lie solely in the state or federal courts sitting in Clark County, Nevada to which the customer hereby unconditionally consents. 3. Other Agreements. If the customer has entered into any resale, purchase, or other form of agreement with Blue Earth Labs for the purchase, sale, or resale of Blue Earth Labs’ products, such agreement will govern to the extent that its terms are in any manner contrary to the terms and conditions set out herein. All prices FOB manufacturing plant. Price does not include any applicable sales or use taxes. *** Subject to Blue Earth Labs standard terms and conditions. ***