SEWER SERVICE AGREEMENT BETWEEN THE VILLAGE OF GRANVILLE, OHIO
AND THE BOARD OF TRUSTEES OF GRANVILLE TOWNSHIP, OHIO

This contract made and entered into this 8th day of May, 2009 by and between the Village of Granville, Ohio, a municipal corporation, duly authorized by Ordinance No. 10-08, passed August 6, 2008, and the Board of Trustees of Granville Township, Ohio, an unincorporated municipal township.

1. The Village of Granville, hereinafter called Village, shall, for the consideration stated, furnish to the Board of Trustees of Granville Township, hereinafter called Township, sewer services from the sanitary sewer system of Granville in the amount of ____ gallons per day for the new maintenance building to be constructed on Township property (the former Quisenberry property) that is located on Route 16 (Columbus Road).

2. Said sewer services shall be provided to the Township on an exclusive basis for a period of fifty (50) years commencing on the date of connection to the sewer main, unless sooner terminated under the terms of this agreement.

3. The Township shall use the sanitary sewer utility services solely for the new maintenance building and related activities. The sewer services shall not be used for any other purpose, such as for residential or commercial development.

It is the intent of the parties to this Agreement that the selective extension of sewer services authorized herein shall be solely for the purpose of and shall be restricted to providing sanitary sewer services to the maintenance building. Should the Township decide in the future to further develop the Quisenberry property and construct additional facilities that would require sewer services, the Township shall then request additional selective extension of the sewer services from the Village which may be granted at the discretion of the Village.

No other property shall be permitted to connect to the sanitary sewer utility services or to the improvements used to provide such services. Village Council has determined that it is in the best interest of the Village to prohibit any such connections or any other use of the utility services or improvement provided therewith.

4. The sewer lines shall be sized to accommodate the new maintenance building and avoid excess capacity.

5. The Township agrees to abide by all procedures, regulations, and charges that have been established by the Village for customers of the Village's sanitary system except as otherwise expressly modified by this agreement.


6. The Township agrees to construct, maintain, and repair at its own expense all necessary lines, pipes, and other appurtenances necessary to collect and transport wastewater between the maintenance building and the Village's sanitary sewer system. All line, pipes, and appurtenances shall be installed in accordance with Village design and construction standards and shall be pre-approved by the Village Engineer. All lines, pipes and other appurtenances shall be dedicated to the Village where designated by the Village Engineer and Village Manager.

The Township agrees to pay connection fees as specified in the current Village ordinances and the sanitary sewer agreement between the Village and Kendal at Granville dated September 8, 2003; and said connection fees shall be paid to Kendal.

The Township will also obtain, at its own expense, any necessary easements for the construction, installation, and maintenance of those lines, pipes, and appurtenances to collect and transport the wastewater from the maintenance building to the Village's sanitary sewer system.

Excepting any dedicated and accepted improvements, the Township will retain ownership of said lines, pipes, and appurtenances that are located on Township property and agrees to hold the Village, its officers, employees, agents, and representatives harmless and defend the Village, its officers, employees, agents and representatives against any and all liability related thereto.

7. During the term of this contract, the Township agrees to pay to the Village for all wastewater collected and treated by the Village, as measured by the water meter that serves the maintenance building or, in the case of the malfunction of the meter, then determined as provided in paragraph 8 below, a sum equal to the total gallons collected and treated multiplied by the Township Contract Rate. The Township Contract Rate shall equal 1.3 times the Village rate in effect for Village customers who purchase water and reside within the corporate boundaries of the Village.

By January 31st of each year, the Village shall give to the Township the new Village Rate based upon any changes in its rate structure of the past year with said Village Rate to be retroactive to January 1st of each year.

8. The water meter for the Township Maintenance Building shall be read on a schedule that is consistent with other meters within the Village system. The Village has the right to inspect the meter at any time. If at any time the Village finds that the meter is inoperable or is not functioning properly, the Village may calculate the amount of water being furnished to the Township on the basis of the average daily consumption for the previous three months, and may continue to use such calculated amounts until the meter is functioning properly. The Village agrees to repair or replace the meter with all reasonable dispatch if the meter ceases to function properly.

9. The Village has the right to inspect the system at all reasonable times, at any part or along all of the Township's system. If any problem is found, the Village shall immediately notify the Township. The Township shall, upon such notification or upon discovery of any such problem itself, take the steps necessary to correct it. If the Township fails to make a good faith effort to repair or correct any problem within a reasonable time, which time shall in no event be longer than 48 hours, unless such time limit is waived in writing by the Village, the Village may cease to furnish sewer services to the Township until the necessary repairs or corrections or made, and the Township shall indemnify and hold the Village, its officers, employees, agents, and representatives harmless from any and all claims, suits, damages to persons or property, and expenses (including reasonable attorney's fees and costs) arising out of the Village's cessation of sewer service to the maintenance building.

10. The Village agrees to provide the Township with emergency assistance in the event of a problem within the Township system. In the event that the Village provides such emergency assistance, it shall be compensated, upon the presentation of an invoice from the Village, for all of its actual costs in the provision of such assistance, including the costs of materials, equipment usage, and labor including fringe benefits. The Village shall provide such emergency assistance upon the request of the Township although it is understood by the parties that in some situations the necessity for the Village to provide service to its own system will prevent the Village from being able to render such emergency assistance immediately.

11. The Village reserves the right to temporarily shut off any sewer services to the Township whenever alterations, additions, maintenance operations, or breaks in the lines or any interruption of collection and/or treatment facilities make it necessary to do so. The Village shall give the Township immediate notice of any anticipated shut-off and the probable duration of such shut-off. In case of a serious break or accident or emergency that, in the opinion of the Granville Village Manager or his or her authorized representative, requires immediate discontinuance of sewer service, sewer service may be discontinued without prior notice. In the latter case, the Village shall give the Township immediate notice of the reason for the interruption of sewer service and an estimate of the probable duration of such interruption. The Village shall not be liable or responsible for any damages to persons or property that might result due to any necessary or emergency discontinuance of sewer service.

12. If the Village's performance of any of its obligations hereunder is delayed or made impossible due to fire, catastrophe, strikes or labor troubles, civil commotion, acts of God, or any other cause beyond its control, the Village shall not be liable or responsible for any damage that might result to the Township.

If the Township's performance of any of its obligations hereunder is delayed or made impossible due to fire, catastrophe, strikes or labor troubles, civil commotion, acts of God, or any other cause beyond its control, the Township shall not be liable or responsible for any damage that might result to the village or its residents.

13. It is agreed that if the Township neglects to comply with or violates any of the terms or conditions of this contract, the Village shall notify the Township in writing of such neglect or violation and the Township shall correct such non-compliance or violation within sixty days after said notice. If the Township fails to correct such non-compliance or violation within sixty days, the Village may, after giving the Township any additional thirty-day notice, terminate this contract.

It is agreed that if the Village neglects to comply with or violates any of the terms or conditions of this contract, the Township shall notify the Village in writing of such neglect or violation and the Village shall correct such non-compliance or violation within sixty days after said notice.

14. It is agreed that the Township, as a condition of receiving sewer services under this contract, shall not oppose the annexation to the Village of the property on which the maintenance building will be constructed.

15. The Township may extend this contract, upon such terms as may be negotiated, for an additional period of twenty-five (25) years. The Township shall exercise this option to extend the contract in writing not later than twelve (12) months before the original terms expires. During those twelve (12) months, the parties shall review the price for sewer services in the original contract and negotiate any additions, changes, or revisions to said price, which shall then be incorporated into the terms and conditions of the renewal contract. It is the intention of the parties that the terms and conditions of the renewal contract shall be completed prior to the expiration of the original contract. In the event that the parties are unable to do so and the parties are negotiating in good faith, the terms and conditions of this contract shall remain in force and effect on a month-to-month basis until a renewal agreement is concluded.

16. Any notice required under the terms of this contract shall be given to the following persons:

Village Manager    Township Fiscal Officer
141 East Broadway    Granville Township
PO Box 514    PO Box 315
Granville, Ohio 43023    Granville, Ohio 43023
(740) 587-0707    (740) 587-3885
       
Any change in the person designated to receive notice shall be promptly sent in writing to the other party.

17. The Township acknowledges that the Village would not enter into this Agreement to provide sanitary sewer services outside the corporate limits of the Village but for, in part, the determination that the services to be provided by the Township through its maintenance building are a particular benefit to the Village and its residents; and that as a consequence thereof, the parties agree that the rights of the Township under this Agreement shall be personal to the Township, and neither this Agreement, nor any part of the rights or benefits that may accrue to the Township hereunder, may be voluntarily transferred or assigned by the Township, in whole or in part, to any other party without the prior written consent of the Village. 

18. This Contract constitutes the entire agreement of the parties with regard to such subject matters, and contains all of the covenants, promises, representations, warranties, and agreements between the parties with respect to such subject matters and replaces and merges previous agreements and discussion pertaining to such subject matters. Any modification or waiver of any provision of this Agreement will be effective if it is in writing and signed by both of the parties hereto. If regulatory or financing authorities require amendments, the parties agree to negotiate in good faith in an effort to agree to said amendments.