On the agenda: Silver Lake 09-21-2026 Council Agenda — data center (Sep 21)

Monday, September 21, 2026
COUNCIL MEETING OF THE VILLAGE OF SILVER LAKE 7:00 pm
1. Pledge of Allegiance
2. Roll call of Council
3. Mayoral Proclamations:
•
•

Mike Anderson
Craig Rowe

4. Approval of the Minutes
•

Council Meeting, September 8, 2026

5. Ordinances and Resolutions:
FIRST READING:
ORDINANCE NO.: 50-2026
AN ORDINANCE AUTHORIZING THE MAYOR TO RENEW A COMPUTER
SOFTWARE SUPPORT SERVICE CONTRACT WITH SOFTWARE SOLUTIONS,
INC. FOR THE SERVICE DEPARTMENT, POLICE DEPARTMENT AND
ADMINISTRATIVE OFFICES OF THE VILLAGE OF SILVER LAKE, OHIO, AND
DECLARING AN EMERGENCY. (Finance and Appropriations)
ORDINANCE NO.: 51-2026
AN ORDINANCE AUTHORIZING THE REMAPPING AND RECLASSIFICATION OF
CERTAIN SPECIAL REVENUE FUNDS (SERIES 2000) TO A GENERAL CAPITAL
FUND (SERIES 4000) AND ENTERPRISE CAPITAL FUNDS (SERIES 5000) AND
AUTHORIZING THE TRANSFER OF CARRYOVER CASH BALANCES AND
OUTSTANDING ENCUMBRANCES, AND DECLARING AN EMERGENCY.
(Finance and Appropriations)

ORDINANCE NO.: 52-2026
AN ORDINANCE ADVANCING UP TO $20,000 AS NEEDED FROM THE GENERAL
FUND (1001) TO THE OPWC LEAD LINE REPLACEMENT FUND (5012) FOR THE
LEAD LINE REPLACEMENT PROJECT AND DECLARING AN EMERGENCY.
(Finance and Appropriations)
ORDINANCE NO.: 53-2026
AN ORDINANCE TO AMEND APPROPRIATIONS FOR CURRENT EXPENSES AND
OTHER EXPENDITURES OF THE VILLAGE OF SILVER LAKE DURING THE
FISCAL YEAR ENDING DECEMBER 31, 2026, AND DECLARING AN EMERGENCY.
(Finance and Appropriations)
SECOND READING: None
THIRD READING:
ORDINANCE NO.: 49-2026
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT
WITH THE CITY OF AKRON AND THE CITY OF STOW TO SUPPLY WATER TO
THE VILLAGE OF SILVER LAKE AND DECLARING AN EMERGENCY.
(Planning, Zoning, and Insurance)
6. Comments from the audience (3-minute maximum per person)
7. Committee Hearings to discuss pending legislation
A)
Planning, Zoning and Insurance
B)
Finance and Appropriations
C)
Public Improvements
D)
Personnel and Public Affairs
8. Reports of Council’s Standing Committees
9. Mayor’s Report
10. Reports of Village Officials
11. Miscellaneous Business
12. The next regular meeting of Council will be on Monday, October 5, 2026, at 7:00pm

MINUTES

Page 1

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

With Council President Matt Plesich presiding, the meeting was called to order at 7:00 pm.

The meeting began with the Pledge of Allegiance.
These members were present and responded to roll call: Mr. Jim Kurtz, Mr. Phil Kaplan, Mr. Matt
Plesich, Ms. Suzanne Garrett, and Mr. Chris Scott. Mr. Kevin Rozsa and Mrs. Betsy Meyer were
absent. Mr. Kaplan motioned to excuse Mr. Rozsa and Mrs. Meyer, seconded by Ms. Garrett. All were
in favor of excusing the absences.
Mr. Plesich asked if there were any corrections to the minutes from the regular Council meeting on
August 17 or the special meeting on August 31. Mr. Scott noted a typo on page three from the August
17 minutes and additionally asked if the public comments section could be reviewed to ensure the
speaker’s point was made. Mr. Plesich stated he would approve the regular minutes once changes are
made. He approved the special meeting minutes as submitted.
Mr. Plesich called for the reading of the legislation.
SECOND READING:
ORDINANCE NO.: 49-2026
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT WITH
THE CITY OF AKRON AND THE CITY OF STOW TO SUPPLY WATER TO THE
VILLAGE OF SILVER LAKE AND DECLARING AN EMERGENCY.
(Planning, Zoning, and Insurance)
Comments from the audience (3-minute maximum per person):
Steve Hoffman of 3105 Athens Road asked the Village to be sure information is being shared with
the residents, specifically why the Village is considering a change from Cuyahoga Falls to work with
Akron and why this is an emergency.
Marcia Schulz of 2931 Vincent Road stated that she appreciated last week’s meeting but expressed
concerns that the economic benefits of potential partnerships with Stow and Akron may be
outweighed by costs in health and environment. She mentioned that NDAs (non-disclosure
agreements) are being used across the country in communities where data centers are being
constructed to conceal the early stages of planning until after a deal is made and wondered if the
Village knew any information about potential new data centers in Stow or Akron. Mrs. Schulz
concluded that trust through transparency is essential to maintain public interest, advocacy, and
participation in the overall betterment of this community.
John Padula of 2914 Vincent Road stated that he’s been reading through the proposed contract and
had some questions. He noted that the contract says that Silver Lake currently uses or consumes
165,000 gallons of water per day, but Akron shall make available up to 500,000 gallons of water per
day and wondered if that means Silver Lake has to commit to paying for that. Mr. Plesich and Law
Director Rubright clarified that the intent of the statement is that Akron is making plenty of water
available, likely much more than the Village would ever need. Mr. Padula then referenced a graphic
displayed in the room and asked if he was understanding correctly that the Village would save 50%
of their current water costs by switching to Akron, if those savings would be passed on to the
citizens, and recalled the Mayor recently stating that increases are coming. Mr. Plesich responded that

MINUTES

Page 2

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

the answer would not be discussed at this point in the meeting, but discussion will take place
throughout this meeting and the next and that a PowerPoint answering many of these questions will
be available on the Village website.
Christopher Chrin of 2953 Silver Lake Boulevard stated that AI research indicates that it would be far
superior for the Village to use their own groundwater, citing that the treatment systems are affordable
and grant money is available through the EPA. He stated that he will summarize the information and
send it to Council in an email. Then Mr. Chrin pivoted to discuss the gas contractor currently working
outside his home, stating that their “Mud Dog Vacuum Excavator” was causing extreme vibrations.
He stated that he was reminded of work that the Service Department did on his water lines in the
early 2000s that he believes has led to four separate incidents in his area over the last 10 years
totaling close to $300,000-$400,000 worth of work. Mr. Chrin recommended that a warning letter be
sent to the gas contractor stating that a statistical analysis will be done to compare where they’ve
been with other areas to see if they are responsible for some of the settling issues and noted that
there’s other technology available to make holes.

William Braden of 2977 Vincent Road expressed his desire for clean and safe water. Mr. Braden
stated that there’s a risk of hydraulic shock and explained that whenever the municipal water grid is
changed to the primary feed direction the physical path is altered, and even with the PRVs (pressurereducing valves) dialed in, shifts in the flow dynamic can create minor surges and wake up unmapped
and weak points in the brittle 1930s joints. He’s concerned that old maps are being used that may be
missing some things. He continued that the corrosion shift, changing the chemical signature from
Cuyahoga Falls groundwater, may gradually dissolve the mineral scaling inside cast iron pipes, and
the old pipe's integrity may be relying on internal calcification to plug the microscopic pinpoints and
strip the scale away and create sudden localized or joint failures. Mr. Braden also expressed concern
about the amount of time the water will sit in pipes during its transit from Akron through Stow and
ultimately to the Village, stating that the more time the chlorinated water sits in the pipes, the more
TTHMs are able to form. He concluded that while the water may be pristine in Akron, it may not be
so by the time it reaches taps in the Village.
SILVER LAKE WATER SUPPLY PRESENTATION – Created by Mayor Dunphy, Presented
by Sean Housley, Clerk-Treasurer
Why now? The decision is now. The potential transition is in 2028. Our current water supply
contract expires on May 31, 2028. To be ready for a potential transition in 2028, Silver Lake must
begin planning now. We need time to pursue available grant funding, complete engineering and
planning, construct a new water line, and prepare for a smooth transition when the current contract
expires.
How did we get here? A billing error revealed a significant change in our future water costs.
Cuyahoga Falls had previously approved a five-year schedule of water rate increases. Due to a human
billing error, Silver Lake continued to be billed at the previous rate for two years. The Village was
not billed at the approved higher rate during that period. The error was discovered in late 2025.
Cuyahoga Falls acknowledged the error and agreed to a zero-interest repayment plan for the
approximately $150,000 in previously unbilled water costs. The error was a one-time issue. The
future cost of water is a long-term issue.
The billing correction versus future costs: These are two separate issues: a one-time billing
correction and ongoing water supply costs. Cuyahoga Falls acknowledged the error and agreed to a

MINUTES

Page 3

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

zero-interest repayment plan. Its approved rate increases, however, continued to affect the future
costs of purchasing water. This is the long-term issue Silver Lake must address.

What has happened to our water purchase costs? We're going to be paying more for water. For
the year 2021, water purchase costs were $189,915. For 2022, they were $179,247. For 2023, they
were $173,422, and in 2024, they were $200,773, and in 2025, they were $313,287. Water costs
increased $123,372 between 2021 and 2025 and are projected to increase by an additional $141,900
by 2028. For 2024 and 2025 under the Cuyahoga Falls revised rates, these were correct water costs.
So, if you notice the asterisk up there, those numbers have been adjusted for the correct rates.
Water use has not increased at the same rate: Water costs are increasing faster than water
consumption. For the year 2021, water consumption, that being the water we purchased from
Cuyahoga Falls, was 81,191 ccf. Ccf stands for centum cubic foot, and one ccf equals 748 gallons, to
give that context. In 2025, our water consumption was 77,616 ccf. Water consumption decreased
approximately 4% as water rates have increased. The financial pressure is being driven by the
increasing costs of purchasing water, not a significant increase in water usage.
Why does this affect water rates? Your water rate supports the entire water system. Water revenue
must cover purchasing the water (the costs paid to our wholesale water supplier), operating the
system (service department and utility billing personnel, equipment, materials, and day-to-day
operations), maintaining infrastructure (water lines, valves, hydrants, repairs, and system
improvements), and future infrastructure replacement (much of Silver Lake's water infrastructure is
approximately a century old).
The challenge: Every dollar spent on water supply is a dollar that is not available for our water
system. Silver Lake faces two simultaneous challenges. One is rising water supply costs: the cost of
purchasing water is increasing significantly. Two is aging water infrastructure: Silver Lake must
continue investing in its aging water system. The challenge is to control the cost of water we
purchase while maintaining the financial capacity to reinvest in our infrastructure.
What is the timeline? In 2026, planning and funding. Evaluate water supply options (May public
meeting), apply for grants, engineering and planning, and decision making. In 2027, construction.
Construct a new water line. In 2028, the current water supply contract expires and potential
transition.
2028 water supply cost comparison: The water supply cost for Cuyahoga Falls in 2028 is estimated
to be $455,187. In Akron, it’s estimated to be $284,806. Infrastructure in Cuyahoga Falls is estimated
to be $124,608, and in Akron it's estimated to be $51,957. The total annual estimated cost for
Cuyahoga Falls is $579,795, and Akron's estimated cost is $336,773. Again, for 2028, the estimated
annual cost difference is $243,022, and that is just the difference between the $579,795 Cuyahoga
Falls amount and the Akron amount of $336,773, based on projected 2028 water supply costs and
estimated annual infrastructure financing costs.
Controlling supply costs creates financial capacity: Lower projected costs of purchasing water
means more of Silver Lake's water revenue can remain available to manage future water rate
pressures, address ongoing maintenance needs, repair and replace aging infrastructure, and invest in
the long-term reliability of our water system. The goal is not simply to buy water for less. The goal is
to create a more sustainable financial future for Silver Lake's water system.

MINUTES

Page 4

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

An important clarification: A new water supplier does not eliminate infrastructure needs. Silver
Lake will still need to maintain its existing water system, repair aging water lines, replace
infrastructure over time, and plan for future capital improvements. However, reducing the projected
cost of our water supply can help ensure that more of our water revenue is available to reinvest in
Silver Lake’s Water System.
The long-term opportunity: Control supply costs, plan ahead, and reinvest in our system. By
evaluating our water supply options now, Silver Lake has an opportunity to control one of our largest
water system expenses, use available grant opportunities to reduce infrastructure costs, prepare for
the 2028 contract expiration, and create greater financial capacity to address our aging infrastructure.
What is the most responsible long-term path for Silver Lake? The decision should consider cost
(What will Silver Lake pay for water in the future?), infrastructure (What investment is required to
obtain and deliver that water?), financial sustainability (Will the option allow us to continue to invest
in our aging system?), rate stability (Which option gives Silver Lake greater ability to manage future
pressure on water rates?) and long-term stewardship (What decision best positions the village for the
next generation?).
The goal is long-term sustainability: Silver Lake is facing increasing water supply costs, an aging
water distribution system, and a water supply contract that expires in 2028. The Village has an
opportunity now to evaluate its options, pursue grant funding, and prepare for the future. Our goal is
to control water supply cost whenever possible, so that Silver Lake can continue to invest in the water
infrastructure that our residents depend on.
FINANCE AND APPROPRIATIONS – Ms. Garrett
CHECK REPORT & STATEMENT OF CASH POSITION
Ms. Garrett asked if there were any questions related to the statement of cash position dated
8/31/2026. There were none. Ms. Garrett asked if there were any questions related to the check report
dated 8/31/26. There were none.
Ms. Garrett made a motion to accept the check report dated 8/31/2026 and the statement of cash
dated 8/31/2026 as submitted, seconded by Mr. Scott. All were in favor of acceptance.
PLANNING, ZONING, AND INSURANCE – Mr. Kaplan
ORDINANCE NO.: 49-2026
Mr. Kaplan thanked the audience for coming and thanked Mr. Housley and the Mayor’s Office for the
presentation, stating he thought it was helpful in answering some questions raised earlier. He offered a
summary of what led to this point and stated he intends to have a third reading on September 21. Mr.
Kaplan stated that the search for alternative options was not set into motion solely because of one issue
that popped up eight months ago, but rather because the Village’s current contract with Cuyahoga Falls,
which is an 80+ year contract, is coming to an end and the best solution for future generations is being
sought. He then explained that the proposed contract has the Village receiving water from Akron
through Stow and utilizes a different system that does not include a water tower or booster stations.
Mr. Kaplan indicated that he would like to broadly go through the contract. Law Director Rubright
commented that there have been some cosmetic changes to the contract since the last meeting, but the

MINUTES

Page 5

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

main substantive change was section 6.2. She explained that, in the event that the Village can no longer
collect income tax, the Village would have six months to figure out a formula that is a substantial
equivalent. If a replacement payment method cannot be agreed upon, the contract rate will end, and the
Village will pay Akron their current water rate plus 60% for two years while the Village finds an
alternative water supplier. She mentioned that she considers this a very unlikely circumstance but
wanted to have something in place for future Village officials, should it be necessary.
The Law Director then explained that this would be an 80-year contract to line up with the Stow-Akron
agreement and mentioned the negotiated rate is Akron’s current rate plus 15%, calling it very
reasonable. She stated that while this was examined not as a reaction specifically to the Cuyahoga Falls
billing error, it’s eye-opening to find out about two years of arrearages plus three years of rate increases
going forward.
Mr. Kaplan asked what would happen if Stow decided to opt-out, but Silver Lake wanted to stay. Mrs.
Rubright responded that a contract would need to be re-negotiated. Mr. Kaplan explained that the
councils from Stow, Akron, and Silver Lake must all approve the contract for it to be binding.
Mr. Kaplan proceeded to go through the contract by section, giving brief overviews of main points in
each section. Mr. Scott raised some questions related to section 4.3. He wanted to confirm that Stow
could only opt out of the contract at the same time that the Village could, and the Law Director
confirmed that this is correct. Mr. Scott also asked why, if timely notice is given in 2048 to terminate
the agreement in 2056, there is then a five-year waiting period where the Village is unable to start
arranging for an alternative water supply until the end of 2053. The Law Director felt that it was meant
to give the parties adequate time to renegotiate the contract or potentially try to stop the cancellation.
Mr. Scott stated that he understands that the Village is still obligated to buy water through 2056 but
wondered why it matters when development of a new plan begins and also wanted to be sure that
enough time is allowed to develop and implement a plan from a new source that could potentially
involve construction of a new water tower. Mrs. Rubright stated that she could not answer the question
from Akron’s perspective. Mr. Kaplan asked if the language had been copied over from the contract
between Akron and Stow, but without a copy of the Stow-Akron contract on hand, the Law Director
was unsure. Mr. Scott emphasized that his concern is that the current water supply change conversation
began in late 2025 and it just involves changing water lines. He stated he doesn’t want to get caught
without enough time to do what’s needed if a new water standpipe needs to be engineered and
constructed. Mrs. Rubright asked Mr. Gregory if he knew how much time it would take to construct a
new water tower, but Mr. Gregory did not know. Mr. Kaplan also pointed out the importance of
allowing enough time for any potential new technology to be implemented. Mr. Kaplan concluded the
point by stating he would reach out to OHM and asked the Law Director to verify the language in the
Stow-Akron contract.
Mr. Kaplan then shared that Jason Popiel from OHM informed him via email that there would only be
one meter at the main connection point. If the backup connection point on 59 is needed, the usage
would be based on a calculation. Mr. Kaplan continued to walk through the sections of the contract.
Mr. Scott relayed a question from a resident wondering if language was included to preclude from a
situation like the billing error and arrears notification from Cuyahoga Falls. Mrs. Rubright responded
that Akron must provide the Village with at least 90 days' notice of rate changes and noted that the
previous agreements with Cuyahoga Falls contained nothing about notice. Mr. Kaplan then explained
that the proposed contract is for Akron’s water rate plus a 15% surcharge, which is a much more
favorable rate and surcharge compared to the current agreement with Cuyahoga Falls to pay their rate
plus 20%. Mrs. Rubright emphasized that the Village won’t be receiving water from Akron until 2028,

MINUTES

Page 6

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

and water rates at that point can’t be guaranteed in either Akron or Cuyahoga Falls. Mr. Kaplan pointed
out that it is known that increases are coming from Cuyahoga Falls. Mr. Housley then referenced a
letter he distributed to Council [attached] from Cuyahoga Falls to the Village received in January 2026
that specifies water rate increases each year from 2026 through 2028. Mr. Housley stated that water
costs through Cuyahoga Falls will increase about 40% from 2025 ($5.65 for the first 20,000 cubic feet)
to 2028 ($8.21 for the first 20,000 cubic feet). Mr. Scott asked how many cubic feet the Village
currently purchases from Cuyahoga Falls. Mr. Housley did not have the exact number but stated that
one ccf (referenced in the earlier water presentation) is the equivalent of 100 cubic feet. Mr. Kaplan
did a quick calculation and reasoned that the Village usage would far exceed 20,000 cubic feet. Mr.
Housley pointed out that while most of the Village’s purchase may be at the lower rate (beyond the
first 20,000 cubic feet), the percentage increases are the same and increased roughly 20% from 2025
and will increase about 10% in 2027 and another approximate 10% in 2028.

Mr. Kaplan continued to go through the contract and highlighted from section 8 that Akron will be
responsible for testing and maintenance/repair costs of the Master Meter. Mr. Kaplan also emphasized
that there is redundancy in this system. Mr. Kaplan concluded the discussion by stating he hoped most
of the residents’ concerns had been addressed and that he noted a few items to discuss with the Mayor’s
Office and OHM. OHM plans to attend the next meeting on September 21, when this ordinance will
be held for a third reading.
REPORTS OF THE VILLAGE OFFICIALS:
Mayor Dunphy – Mayor Dunphy was not in attendance but provided Council with a written report
[attached].
Law Director, Patricia Ambrose Rubright – The Law Director had no report.
Police Lieutenant, Dave Childers – Lt. Childers mentioned that the Police Department will be
passing out ice cream at the upcoming Silver Lake Car Show on September 20 from 11am-3pm.
Service Director, Ben Gregory – Mr. Gregory stated that the drainage repairs on Harriett are
complete and Enbridge is now moving north from Circle Drive on Silver Lake Boulevard. Mr.
Gregory also noted that Cardinal Asphalt will begin resurfacing streets next Tuesday and will include
Lake Road, Lakeland Parkway, Cranbrooke Drive, and Silver Lake Boulevard from Markle Drive to
Highland Drive. Cardinal will also be repairing a section of Mayfield Road that is sliding towards
Graham Road at their own cost.
Mr. Scott asked for a follow-up report on the tree plan for Fenwick Park. Mr. Gregory responded that
he’s currently working on a planning design for Willow Park and may incorporate some of the same
things, but most of what will go on the other side of the creek are things from the Village’s nursery
that don’t necessarily have to be maintained. Mr. Gregory did not comment on specific types of
foliage.
Clerk-Treasurer, Sean Housley – Mr. Housley provided an update of the ongoing audit. The
auditors began around July 1st and have made it through most of their substantive testing without
making Mr. Housley aware of any control deficiencies or significant issues but did inform him that
they believe some funds related to grant projects should be remapped from special revenue to instead
fall under capital improvements. After doing some additional research, Mr. Housley believes they
belong under enterprise capital improvements. Once he makes a final determination on whether they
should be enterprise, the auditors will need to agree, then new legislation will need to be introduced

MINUTES

Page 7

THE VILLAGE OF SILVER LAKE SPECIAL COUNCIL MEETING
Tuesday, September 8, 2026

7:00pm

to remap the fund numbers. Mr. Housley explained the reasoning behind the current placement of the
funds, stating that there was a combination of federal grants, which all must be segregated, plus other
combinations of funds, including some for infrastructure. He noted that special revenue funds are fine
for federal grants for everything except capital funds and debt.
Mr. Housley also mentioned that income taxes collected through the end of August were $873,661
compared to $845,788 at that same point in 2025. Mr. Housley concluded by noting that most things
are going as planned and budgeted with the exception of the recent emergency work related to a
sinkhole on Silver Lake Boulevard, which will appear in the next appropriation measure.
Miscellaneous Business - None

The next regular meeting of Council will be held on Tuesday, September 21, 2026, at 7:00pm.

_________________________________
Matthew Plesich, President of Council

_________________________________
Sean M. Housley, CPA, Clerk-Treasurer
prepared by: Elyse Kemmerline
Assistant to the Clerk-Treasurer

Council Minutes 9.8.2026

Council Minutes 9.8.2026
Mayor's Report: Harriet Road Project Facts and Clarifications

Council Members,

Fallowing the public comments made at the August 17 Council meeting regarding the Harriett
Road project, I reviewed the project records, bid documents, invoices, and relevant construction
history. Based on that review, I believe it is important to provide additional context regarding the
engineering, construction oversight, and field decisions associated with the project. Much of the
criticism directed toward the project engineers is not supported by the documentation or by the
processes that were followed throughout design and construction.

Engineering Costs and Construction Oversight
As Council evaluates comments regarding the Harriett Road project, it is important to consider
the scope and cost of the professional engineering services provided. Based on Village invoices,
total engineering fees for the project amounted to less than 7% of construction costs, which is
well below the industry norm of approximately 10%. The Village, therefore, received
engineering and design services at a cost substantially lower than typically expected for
comparable infrastructure work.
The Village also made a deliberate decision regarding construction oversight as a cost-saving
measure. OHM was not retained to provide full-time, on-site construction observation for
Harriett Road. Instead, the Village used an approach successfully employed on most projects
over its existence: management of day-to-day construction activities by Village staff: \vith
engineering support available as needed.
When projects are primarily funded through grants, we often engage engineers for more
extensive construction administration because funding agencies frequently require additional
documentation, reporting, and oversight. Harriett Road, however, was funded largely with local
taxpayer dollars. Given that fact, the Village elected to manage daily oversight in-house while
relying on OHM for periodic inspections, engineering consultation, review of contractor pay
applications, and assistance \Vith technical issues and field modifications.
This approach also represented significant cost savings. Full-time construction oversight by
OHM would have added approximately $75,000 to $93,000 to the project cost. Instead, the
Village leveraged the expertise of our Service Department ·while retaining access to professional
engineering support whenever circumstances required it. This was a conscious decision that
balanced sound engineering practices with responsible stewardship of taxpayer resources.

Project Constructed as Designed
It is also important to note that the project was constructed substantially in accordance with the
approved engineering plans. One example involves the serpentine sidewalk alignment that has
generated discussion since construction was completed. The sidewalk was intentionally designed
with curves to avoid the critical root zones of mature trees located within the public right-of-way.
This design approach was incorporated into the plans to balance pedestrian improvements with
preservation of the Village's tree canopy and to minimize impacts to established trees whenever
possible.
The contractor constructed the sidewalk in accordance with those plans. Therefore, the alignment
was not the result of a construction decision made in the field, but rather a deliberate design
feature intended to accommodate existing site conditions and preserve mature trees.
Similarly, the landscape design was not an afterthought. The plans included eleven separate
landscaping zones, reflecting the engineers' effort to address the varying conditions found
throughout the project corridor. These zones were developed to accommodate existing site
features and, where possible, minimize impacts to resident landscaping, plantings, and other
improvements located within the public right-of-way. Together with the serpentine sidewalk
alignment, these design elements demonstrate the considerable effort that was made to preserve
existing neighborhood character while balancing roadway, pedestrian, drainage, and
infrastructure needs.
This project was built as designed, with field modifications occurring only when unforeseen
conditions were encountered or when resident concerns prompted the Village to evaluate
potential adjustments.

Bid Documents and Construction Items
The Karvo representative stated that several significant items were omitted from the plans and
bid documents. However, my review confirms that the plans and bid quantities did, in fact,
include the items he referenced.
Attached are excerpts from our actual bid documents showing quantities for:
•

Proof Rolling

•

Excavation of Subgrade

•

Granular Material Type C

•

Geogrid

While proof rolling was built into the bid documents, the other items were identified within the
plans as contingency measures available should field conditions ,varrant their use. As anyone

experienced in roadway construction understands, subsurface conditions can vary, and bid
documents routinely include such items to address unsuitable soils and other unforeseen
conditions. I will correct my comments from the August 17 meeting regarding soil borings.
Upon review of the project documents, three borings were taken 18 inches below the pavement
base material.

Project Review and Communication Processes
The Village and its engineers follow several established processes intended to identify concerns
and clarify expectations before construction begins.
These include:
•

Formal pre-construction meetings involving the contractor, engineer, and Village
representatives.

•

Review of bid quantities, contingencies, and plan requirements prior to the start of work.

•

Site walk-throughs conducted by engineering and Village staff prior to construction.

As I mentioned during the Council meeting, pre-construction meetings are specifically designed
to provide an opportunity for contractors and engineers to discuss concerns, clarify plans, and
address questions regarding bid items and the project before work starts.
In addition, the project team conducts field reviews prior to construction. In the case of Harriett
Road, engineers and Service Department personnel conducted two walk-throughs of the project
area, one of which I personally attended.

Unanticipated Conditions and Field Adjustments
Even with thorough engineering and planning, construction projects occasionally uncover
conditions that are not readily apparent until work begins.
One example on Harriett Road involved the discovery of drainage infrastructure that was not
initially visible. Director of Public Service Ben Gregory noted that previously unidentified
underground drainage pipes ,vere identified on the northern po1iion of the project, between
Graham Road and Edgerton Road, when additional driveway apron work exposed culvert piping.
Similarly, during construction, a previously unknown storm drain was discovered beneath the
roadway pavement.
These are the types of field conditions that cannot ahvays be identified during engineering design
and frequently require evaluation and adjustment during construction.

In addition, community feedback can sometimes result in revisions to a project. For example,
resident concerns regarding the practicality and maintenance of stormwater swales that meet
engineering standards, including mowing considerations and individual property preferences, led
the Village to re-evaluate portions of the drainage design. Several steep swells were piped and
filled by the contractor during the project. The remaining ones are being handled internally by
the Service Department.
When concerns such as these arise, the Village works collaboratively with the engineer and
contractor to determine whether modifications are appropriate and in the community's best
interest.

Relationship with Our Engineers
The comments made at the meeting could leave the impression that engineering decisions were
arbitrary or made without proper consideration. Based on the information available to us, I do
not believe that conclusion is supported by the facts.
OHM designed the project in accordance with accepted engineering practices, prepared plans
that included contingency items for potential soil conditions, and provided technical support
throughout construction when requested. Like any engineering firm, they rely on available
information during design and then work with owners and contractors when unforeseen
conditions or community concerns arise during construction.
That collaborative process occurred on Harriett Road.

Looking Forward
One area where we have identified an opportunity for improvement is earlier communication
between the Village, our engineers, and contractors during the planning stages of future projects.
Ben and I have discussed the value of incorporating service department input earlier in the
engineering process, particularly when projects involve known subsurface challenges. In fact,
Ben and Jason Popiel are already having those conversations regarding plans for Silver Lake
Boulevard as we address another void that has been identified beneath that roadway.
These discussions are not an indication that the engineering process failed. Rather, they reflect
our ongoing commitment to continuous improvement and ensuring that future projects benefit
from lessons learned and practical field experience.
In summary, \Vhile reasonable people may have differing opinions regarding specific
construction decisions, the evidence does not support the assertion that critical items were
omitted from the plans or that the Village's engineers failed to perform their responsibilities. The

Harriett Road project involved both anticipated and unanticipated field conditions, resident
feedback, engineering judgment, and construction decisions addressed through the same
common collaborative process used on public infrastructure projects throughout the region.

Village of Silver Lake 141
Harriett Road Pavement Reconstruction & Sidewalk

HARRIETT RD PAVEMENT RECONSTRUCTION &SIDEWALK· OFFICIAL BID FORM
PAY ITEMS AND QUANTITIES
REF. NO. ODOT ITEM

ITEM DESCRIPTION

TOTAL
QNTY

UNIT

LABOR UNIT
PRICE

BID VALUES
TOTAL UNIT
PRICE

MAT'L UNIT PRICE

BID ITEMTOTAL

CONTINGENCY ITEMS
801

204

EXCAVATION OF SUBGRADE

300

CY

802

204

GRANULA.R MATERIAL, TYPE C

300

CY

803

204 i GEOGRID

900

SY

804

638

3

EACH

6" GATE VALVE ANDVALVE BOX
..

INCIDENTALS
851

623

CONSTRUCTION LAYOUT STAKES AND SURVEYING

1

LS

852

624

MOBILIZATION

1

LS

857

SPECIAL PROJECT VIDEO

1

LS

858

SPECIAL PROJECT BONDING

1

LS

860

SPECIAL NOTICE OF INTENT (NOi)

1

LS

1,

-

ALLOWANCES (FOR USE AS DIRECTED BY THE ENGINEER)
902

SPECIAL CONTINGENCY ALLOWANCE FOR UNFORESEEN PROJECT CONDITI ONS

38600

EACH

904

SPECIAL AS·BUIL T PLANS

5000

EACH

-

-

-

--

L_

X
X
I

x

$

x

$

100 $ 38,600.00
100 $

BID TOTAL=
---

?? Que stion s ?? See Pa ge 6 - " INSTRUCTIONS FOR BIDDING" Section

--

5,000.00

Village of Silver Lake 135
Harriett Road Pavement Reconstruction & Sidewalk

HARRIETT RD PAVEMENT RECONSTRUCTION &SIDEWALK -OFFICIAL BID FORM
PAY ITEMS AND QUANTITIES
REF. NO. ODOT ITEM

ITEMDESCRIPTION

TOTAL
QN1Y

UNIT

lABORUNIT
PRICE

ROADWAY
1

201

CLEARINGAND GRUBBING

1

LS

2

202

PAVEMENT REMOVED

3530

SY

3

202

CURB REMOVED

64

FT

4

202

PIPE REMOVED, 24" DIAMETER AND UNDER

434

FT

5

202

CATCHBASIN OR INLET REMOVED

3

EACH

6

203

EXCAVATION (FOR PAVING)

990

CY

7

203

EXCAVATION (DITCH GRADING)

1

LS

8

203

EMBANKMENT(DITCH GRADING)

1

LS

9

204

SUBGRADECOMPACTION

3530

SY

10

204

PROOF ROLLING

4

HOUR

11

608

4" CONCRETE WALK, AS PER PLAN

5680

SF

12

608

4" CONCRETE WALK, AS PER PLAN, WITHIN CRITICAL ROOT ZONE

5070

SF

13

608

CURB RAMP, AS PER PLAN

110

SF

14

608

CURB RAMP, AS PER PLAN, WITHIN CRITICAL ROOT ZONE

190

SF

15

608

DETECTABLEWARNING

86

SF

EROSION CONTROL

'

101

653

TOPSOIL, FURNISHED AND PLACED, AS PER PLAN

3800

SY

102

659

SEEDINGAND MULCHING, AS PER PLAN

3800

SY

103

SPECIAL FILTER FABRIC FENCE

4500

FT

104

SPECIAL INLET PROTECTION

43

EACH

?? Question s ?? See Page 6 - " INSTRUCTIONS FOR BIDDING" Section

I
MATL UNIT PRICE

BID VALUES
TOTAL UNIT
PRICE

BID ITEMTOTAL

Si lver Lake - Harrie t Rom!
August 18, 2023
Pa~Je 2 ol 5

Project Understanding
The referenced project includes full depth asphalt pavement replacement on Harriet Road from Oakridge Drive to
Edgerton Road.
This proposal includes professional services for pavement cores, design engineering, and bidding services, in
accordance with the scoped tasks described herein.

Scope of Services - Information Gathering Tasks
Task #1
•

Pavement Cores

The following services arc included in the fee shown:
o Performance of three (3) pavement cores on Harriet Road
o Advancement to 18 inches below the pavement base material
o Identification and evaluation of pavement properties and thickness
o Identification and visual evaluation of subbase soil properties within 18 inches
o Water level readings, if encountered
o Core photos
o Constructability cautionary notes, if applicable
o Written summary of findings and recommendations
o This information will be used for follow-on engineering tasks.

Scope of Services - Design Engineering Tasks
Task #56
Pre-Design and Field Analysis
• The following services are included in the fee shown:
o Pield visit of the following project locations
• Harriet Road from Oakridge Drive to E Edgerton Road
o Determine and quantify appropriate rehabilitation measures.
• Pavement
• Asphalt pavement removal and base excavation
• Full depth 7" asphalt section with 6" aggregate
• Traffic Control
• Pavement markings
o Establish design criteria, standards, and specifications.
• Village of Silver Lake Ordinance
o Develop preliminary cost estimate.
• The engineer will verify scope and cost estimate with the client's expectations.

OHM Advisors·
.'i8fl SOUTH M.I\IN Srnff-T, SU1TE 501
;\l<fiON OH IO 4/4311

T 330 9 13 1080
F 330 ~ 19 86"1

OHM w1-\ dv1sors.i:om

ORDINANCE NO.: 50-2026

Page 1 of 2

VILLAGE OF SILVER LAKE
INTRODUCED BY: Administration
AN ORDINANCE AUTHORIZING THE MAYOR TO RENEW A COMPUTER
SOFTWARE SUPPORT SERVICE CONTRACT WITH SOFTWARE SOLUTIONS, INC.
FOR
THE
SERVICE
DEPARTMENT,
POLICE
DEPARTMENT
AND
ADMINISTRATIVE OFFICES OF THE VILLAGE OF SILVER LAKE, OHIO, AND
DECLARING AN EMERGENCY.
WHEREAS, the Village contract with Software Solutions, Inc. is about to expire and these
are critical services to the Administration, Police Department and Service Department.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Silver Lake,
County of Summit, and State of Ohio, that:
Section 1. The Mayor is hereby authorized to renew a computer software support service
contract with Software Solutions, Inc. at a total price of twenty-one thousand one hundred fortyeight dollars and fifteen cents ($21,148.15) for the Service Department, Police Department and
Administrative Offices of the Village of Silver Lake, Ohio.
Section 2. The Clerk-Treasurer is hereby authorized to pay Software Solutions, Inc. in
accordance with such agreement in the amount of twenty-one thousand one hundred forty-eight
dollars and fifteen cents ($21,148.15) from the appropriate operating funds of the General Fund,
Water Fund and Sewer Fund upon approval by the Mayor and Clerk-Treasurer.
Section 3. It is found and determined that all formal actions of this Council concerning
and relating to the adoption of this ordinance were adopted in an open meeting of this Council,
and that all deliberations of this Council and of any of its committees that resulted in such formal
action were in meetings open to the public, in compliance with all legal requirements including
Section 121.22 of the Ohio Revised Code.
Section 4. This ordinance is hereby declared to be an emergency measure necessary for
the preservation of the public peace, health, safety, convenience and welfare of the village of Silver
Lake and the inhabitants thereof, for the reason that it is immediately necessary to enter into a
software support service contract for the efficient administration of information systems for the
Service Department, Police Department and Administrative Offices of the Village of Silver Lake,
and provided it receives the necessary affirmative votes as required by the passage and approval
by the Mayor; otherwise it shall take effect and be in force at the earliest period allowed by law.
PASSED:

___________________________________
Matthew Plesich, President of Council

ORDINANCE NO.: 50-2026

Page 2 of 2

APPROVED:

___________________________________
Therese Dunphy, Mayor

APPROVED AS TO FORM:

___________________________________
Patricia Ambrose Rubright, Director of Law

ATTEST:

___________________________________
Sean M. Housley, CPA, Clerk-Treasurer

HANDOUTS FOR DISCUSSION –
ORDINANCE NO.: 50-2026
1. Proposed Agreement – 2026
2. Software Solutions Invoice - 2026
3. Executed Agreement – 2018

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

Handout for Discussion - Ord. 50-2026
2026 Agreement

FRAMEWORK SERVICES, SUPPORT, AND LICENSE AGREEMENT
This Framework Services, Support, and License Agreement, together with any accompanying
documents, such as a Statement of Work (“SOW”), Terms of Use (“Terms”), and End-User License
Agreement (“EULA”), if applicable, (collectively, the “Agreement”) is made as of 09/16/2026
(“Effective Date”) by and between Software Solutions, Inc. (“SSI,” “Software Solutions,”
Village of Silver Lake
“Company,” “we,” or “us”) and ______________________________________________
(“Client”),
having its principal place of business at ______________________________________________.
2961 Kent Road, Silver Lake, OH 44224
Each may be referred to individually as a “Party” or collectively as the “Parties.”
1.

SERVICES



SOWs; Access. All software programs, related documentation, and services to be performed or
provided by SSI under this Agreement (collectively, the “Services”) shall be mutually agreed to by
SSI and Client and documented in a Statement of Work signed by an authorized representative of each
party (“Statement of Work” or “SOW,” attached hereto as Exhibit A). Unless otherwise stated, the
Services include related websites and applications, including mobile applications, as well as all
updates, future versions, corrections, replacements, enhancements and improvements provided by SSI
under this Agreement. If there is any conflict between the terms of this Agreement and the terms of a
SOW, the terms of the SOW shall govern. Subject to Client’s compliance with the terms of this
Agreement, SSI will allow Client and the Authorized Users (as defined in Section 3.2 below) to access
and use SSI’s proprietary Services. Client’s, as well as its authorized user’s, access to the Services
will be subject to any and all limitations specified in the SOW as well as any accompanying Terms
and EULA, if applicable.



Services Availability. SSI will take commercially reasonable steps to keep the SaaS Services operating
smoothly and efficiently. However, since the SaaS Services operate using computer equipment,
computer software programs, and the Internet, SSI shall not be responsible for delays or service
interruptions, including, without limitation, limitations on the availability of telephone transmission
lines and facilities, failures of other communications equipment, Internet access delays or failures,
failures or deficiencies of Client’s equipment, or Client’s failure to meet its responsibilities under this
Agreement. Service interruptions for maintenance and system upgrades will be scheduled, to the extent
reasonably practicable, to minimize interference with Client’s daytime business activities. For
unscheduled service interruptions attributable to causes within SSI’s reasonable control, as SSI’s sole
obligation and Client’s exclusive remedy, SSI shall make reasonable efforts to restore the Services.



Support Services. If requested by Client in the SOW, SSI will provide support services,
implementation, training, and other such services to Client as specified in the SOW. Client
acknowledges that SSI’s ability to deliver the support services in a good and timely manner for the
specified fees requires Client’s cooperation and performance of its responsibilities under this
Agreement and the applicable SOW.

SSI Framework Services Agreement

Page 1 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

2.

SOFTWARE LICENSE



License Grant. Subject to the terms and conditions of this Agreement, and in consideration of Client’s
payment of the license fees, SSI grants Client a nonexclusive, and nontransferable license to use the
Services. This license shall terminate upon the termination of this Agreement.



Proprietary Rights. Client acknowledges that the Services, and associated formats, screen displays,
and menu features, and all derivative works, constitute copyrighted works protected by federal and
international copyright laws and are owned by SSI or its licensors. The Services and all copies,
versions, and derivative works of the Platform shall remain the sole property of SSI and/or its licensors.
Client shall not make and shall not permit anyone else to utilize, have access to, or make any copies
of the Services, except as necessary in connection with its authorized use. All such copies must include
all proprietary rights notices contained in the Services. Client shall use, and may duplicate, the reports
generated through the Services for its internal purposes only, and shall not publish or disclose the
reports to any third party. Except as otherwise permitted in this Agreement, Client shall not allow any
third party to access or use the Services. Client shall not modify or create any derivatives of the
Services. Client shall not decompile or otherwise reverse engineer or decode the Services, attempt to
do so, or assist any third parties in the same. Client shall not take, directly or indirectly, any action
that may in any way lead to the unauthorized dissemination, reproduction, access, or use of the
Services. Client shall not export the Services or any product thereof, directly or indirectly, in violation
of the export laws and regulations of the United States of America. The foregoing export restriction
shall survive termination of this Agreement.



Survival; Injunctive Relief. Client’s obligations under this Section shall survive termination of this
Agreement. Client acknowledges that a breach of its obligations under this Section will cause
irreparable harm to SSI and/or its licensors for which monetary damages would be inadequate. SSI
and/or its licensors will be entitled to injunctive relief for any such breaches, whether threatened or
actual.

3.

CLIENT RESPONSIBILITIES



Compliance with Law. Client shall comply with all applicable laws, rules, and regulations of all
jurisdictions in which it accesses and uses the Services, including, but not limited to, all laws, rules,
and regulations regarding using, storing, securing, and transmitting data and third-party rights
(including, but not limited to, data privacy and intellectual property rights). Client shall ensure, to the
best of its ability, all Authorized Users (defined below) do the same. The foregoing obligation shall
survive termination of this Agreement.



Authorized Users. Client shall be responsible for identifying those users who are authorized by Client
to access the Services (“Authorized Users”). Client shall require each Authorized User to safeguard
his or her username and password for accessing the Services and otherwise comply with the provisions
of this Agreement. An Authorized User may not disclose his or her username and password to any
other person, including another Authorized User. If Client determines that another person has gained
to an Authorized User’s username and password, or that anyone has wrongfully accessed the SaaS
Services, Client shall promptly notify SSI. Client is responsible for misuse of the Services by
Authorized Users and by unauthorized users who gain access due to Client’s or any Authorized User’s
failure to maintain security.



Operations. For both on-premise software and SaaS, Client is responsible for the operational aspects
of accessing the Services, including, but not limited to, (a) acquiring, installing, and maintaining

SSI Framework Services Agreement

Page 2 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

computer equipment and computer software programs at its premises compatible with and as necessary
to use the Services, (b) obtaining access to the Internet, (c) downloading and installing any necessary
plug-ins, software updates, and data backups, (d) determining the accuracy of all data it uploads to and
downloads, and (e) adopting reasonable policies, procedures, and quality assurance measures to limit
Client’s exposure with respect to potential losses and damages arising from use, nonuse, errors and
omissions of the Services or the results thereof, and system downtime, including, but not limited to,
examining and confirming data prior to use, identifying and correcting errors and omissions, preparing
and storing backup data, replacing lost or damaged data or media, reconstructing data, and providing
network security. For on-premise software, Client is solely responsible for data backups and software
updates and SSI is not responsible for loss of data or issues caused by failure to update or adequately
patch the software. For SaaS software, SSI shall perform data backups and software updates as
reasonably needed to continue functionality of the Services within a reasonable timeframe. For any
major software releases, Client shall be notified in advance in writing where reasonably practicable.
Minor patch updates may be requested in writing via a support ticket submitted by the Client or as
otherwise outlined in the SOW. SSI is not responsible and makes no assurances regarding potential
losses and damages arising from use, nonuse, errors and omissions of the Services or the results
thereof, and system downtime, including, but not limited to, examining and confirming data prior to
use, identifying and correcting errors and omissions, preparing and storing backup data, replacing lost
or damaged data or media, reconstructing data, and providing network security.
4.

FEES AND PAYMENT



Fees. Client shall pay SSI the fees (“Fees”), as specified in the SOW. Additionally, Client shall
reimburse SSI for reasonable expenses for travel, lodging, meals, and other out-of-pocket expenses
incurred by SSI on Client’s behalf. All Fees and expenses are due as incurred, unless otherwise
provided in the SOW. Fees are subject to change at any time, based on SSI’s sole discretion. Fees shall
not increase more than 15% in a calendar year. Upon termination, as discussed in Section 8, Client
shall be reimbursed based on a pro-rated quarterly schedule.



Taxes. The fees set forth do not include taxes. Where applicable, Client shall pay when due or, if
necessary, reimburse SSI for, (a) all sales, use, property, excise, and other similar taxes, and (b)
penalties and interest arising from Client's failure to pay such taxes timely, to the extent any of the
foregoing result from any activities under this Agreement, exclusive of taxes based on SSI's net income
or corporate franchise. If Client has tax exempt status, it shall supply SSI with its tax-exempt
certificate and/or number as necessary. Taxes are due as assessed.



Invoices and Payment. Client shall pay all amounts due under this Agreement, except those disputed
in good faith, upon receipt of the invoice. If Client fails to pay any of such amounts for 30 days, SSI
shall have the right to suspend Client’s access to the Services. SSI additionally may charge interest on
past due amounts at a rate of 1.5% per month, calculated daily and compounded monthly, or the highest
rate permitted under applicable law. Client shall reimburse SSI for all reasonable costs of collection
of past due amounts, including, but not limited to, attorney fees and collection agency charges.

5.

REPRESENTATIONS AND WARRANTIES



By Client.
Client represents and warrants that (a) it has the authority to enter into and be bound by this
Agreement; (b) it shall comply materially with this Agreement, and (c) it shall abide by all laws
applicable in the jurisdiction where it utilizes the Services and where SSI conducts business.

SSI Framework Services Agreement

Page 3 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8



By SSI.
SSI represents and warrants that: (a) it has the authority to enter into and be bound by this Agreement;
(b) the Services shall comply materially with this Agreement; (c) the Services will be of professional
quality conforming to the applicable generally accepted industry standards, and will be performed in
a good and timely manner, and (d) the Services do not infringe the intellectual property rights of any
third parties As SSI’s sole responsibility and Client’s exclusive remedy, in the event of any material
failure to meet such standards, SSI shall make all reasonable efforts to correct any such failure.
With respect to the Services, SSI warrants to Client for a period of ninety (90) days after the initial
module scheduled live date that the software will operate substantially in accordance with the
specifications as described in the SOW when properly used and unmodified by the Client.



Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. SSI MAKES NO WARRANTY (i) THAT THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THAT
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE
ACCURATE OR RELIABLE, OR (iii) THAT ANY ERRORS IN THE SOFTWARE WILL BE
CORRECTED. ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT CLIENT’S DISCRETION
AND RISK AND CLIENT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS
COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF
ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY CLIENT FROM SSI OR THROUGH OR FROM THE SERVICES CREATES
ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SSI MAKES NO WARRANTY,
EXPRESS OR IMPLIED, REGARDING ANY MATTER WHATSOEVER. SSI SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, ACCURACY OF DATA,
NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM A COURSE OF DEALING OR
PERFORMANCE OR FROM USAGE OF TRADE.

6.

INDEMNITIES AND LIABILITIES



Indemnification by Client. Client shall indemnify and hold SSI harmless from and against all claims,
liabilities, damages, and expenses, including court costs and reasonable attorney fees, arising out of or
in any manner connected with (a) Client’s and the Authorized Users’ use of the Services, except to the
extent arising from SSI’s gross negligence or willful misconduct, and (b) Client’s material breach of
this Agreement.



Indemnification by SSI. SSI shall indemnify and hold Client harmless from and against all third-party
claims, liabilities, damages, and expenses, including court costs and reasonable attorney fees, arising
out of or in any manner connected with SSI's gross negligence or willful misconduct. In addition, if
Client receives a claim that the use of the Services infringes a United States of America patent,
copyright, trade secret, or other intellectual property right, and Client promptly notifies SSI in writing,
and gives SSI all necessary information and assistance and the exclusive authority to evaluate, defend,
and settle such claim, SSI (or its licensors) will indemnify and hold Client harmless from all damages

SSI Framework Services Agreement

Page 4 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

and expenses, including court costs and reasonable attorney fees, incurred or awarded as a result of
the claim. The foregoing indemnity will not apply to infringement claims related directly or indirectly
to any specifications of Client, Client’s modification of the Services, or Client’s use of the Services in
combination with anything not furnished by SSI. This Section 6.2 states SSI’s entire obligation and
liability with respect to any infringement claim.


Limitation of Liability. The total liability of SSI for all claims, whether in contract, tort, or otherwise,
arising out of, connected with, or resulting from the Services or any other services under this
Agreement shall not exceed the amounts paid by Client to SSI under this Agreement during the 12
months immediately preceding the claim.



Exclusion of Liability. SSI SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF
OR CAUSED, IN WHOLE OR IN PART, BY ANY ERRORS OR OMISSIONS IN ANY DATA,
CONTENT, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES OR BY
DELAYS IN OR INTERRUPTIONS OF ACCESS TO THE WEB SITE, THE SERVICES, OR THE
SOFTWARE.
IN NO EVENT SHALL SSI, ITS LICENSORS, SUPPLIERS, OR
SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, INCURRED BY
CLIENT OR ANY THIRD PARTY, EVEN IF SSI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.



Survival. The indemnification obligations and the limitations of liability under this Agreement shall
survive the termination of this Agreement.

7.

CONFIDENTIALITY OBLIGATIONS



Confidential Information. “Confidential Information” means all competitively sensitive, secret, or
otherwise confidential business, financial, marketing, or technical information, and other confidential
information belonging to or in the possession of Discloser disclosed to Recipient, whether
communicated orally or in writing or obtained by Recipient through observation or examination of
Discloser’s facilities, procedures, or activities. Notwithstanding the foregoing, Confidential
Information does not include information (a) rightfully known by Recipient at the time of its initial
disclosure by Discloser, (b) rightfully disclosed to Recipient without obligation of confidentiality by
a third party, (c) in the public domain or that enters the public domain other than by the unauthorized
acts of any person, or (d) independently developed by Recipient. “Discloser” means the party
disclosing the Confidential Information under this Agreement. “Recipient” means the party receiving
the Confidential Information under this Agreement. Each of SSI and Client is Discloser with respect
to its Confidential Information and Recipient with respect to the other party’s Confidential
Information.



Protection. Recipient shall preserve in strictest confidence all of the Confidential Information and
shall at all times protect the Confidential Information through the highest commercially reasonable
standard of care. Recipient shall take appropriate steps to ensure that persons authorized to have access
to the Confidential Information refrain from any unauthorized reproduction or disclosure of the
Confidential Information. Recipient shall not copy, transfer, or otherwise disclose to any person the
Confidential Information, or any associated materials derived or developed from the Confidential
Information, without the express written approval of Discloser, except that Recipient may make one
copy of the Confidential Information and create reasonably needed abstracts of the Confidential
Information, but only for its internal use in connection with the purposes of this Agreement. Recipient

SSI Framework Services Agreement

Page 5 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

shall include the Confidential Information’s proprietary and confidentiality notices, or, if there is no
such notice, shall mark “CONFIDENTIAL”, on all copies and abstracts of the Confidential
Information, in whole or in part and in any form, made by Recipient. The Confidential Information,
all copies and abstracts made by Recipient, and all associated materials derived or developed from the
Confidential Information are and shall remain the sole property of Discloser. Recipient may disclose
the Confidential Information when Recipient is required by law to do so, provided Recipient takes all
reasonable steps to limit the disclosure of the Confidential Information to the maximum level allowed,
and further provided Discloser is given prompt written notice of the required disclosure and a
reasonable opportunity to contest the disclosure and obtain a protective order.


Injunctive Relief. Recipient acknowledges that breach of its obligations under this Section will cause
irreparable harm to Discloser, its customers, and/or its suppliers for which monetary damages would
be inadequate. Discloser, its customers, and/or its suppliers shall be entitled to injunctive relief for
any such breaches, threatened or actual, in addition to any other remedies that may be available at law
or equity.



Survival. The obligations under this Section shall survive termination of this Agreement, except with
respect to non-trade secret confidential information to the extent applicable law mandates survivability
for a limited duration, in which case the obligations shall survive for three years following termination
of this Agreement.

8.

TERM AND TERMINATION



Term. This Agreement shall commence on the Effective Date and shall continue for one (1) year
unless otherwise specified on the SOW (the “Term”). The Term shall automatically renew for
successive terms of the same length as the initial term, until this Agreement is otherwise terminated.



Termination for Convenience. SSI may terminate this Agreement in its sole discretion upon sixty (60)
days’ prior written notice to the Client. Client may terminate this Agreement by providing written
notice to SSI at least sixty (60) days before the Term renewal date.



Termination for Adverse Status. Either party may terminate this Agreement upon thirty (30) days’
prior written notice to the other party, if the other party ceases to carry on operations as contemplated
by this Agreement, makes an assignment for the benefit of creditors, is adjudged bankrupt or insolvent,
has a receiver appointed over its assets, or becomes subject to any similar action in consequence of
debt.



Termination for Default. Failure by either party to comply with any material term or condition of this
Agreement shall constitute default. The non-defaulting party shall be entitled to give written notice
to the defaulting party requiring it to cure the default. The notice shall include a detailed description
of the act or omission that constitutes default. If the defaulting party has not cured the default within
thirty (30) days after receipt of the notice or, if the default is not curable within such 30-day period
and the defaulting party has not taken commercially reasonable measures within such 30-day period
to begin curing the default, the non-defaulting party may terminate this Agreement by giving written
notice to take effect upon receipt. The right to terminate this Agreement is in addition to any other
rights and remedies provided under this Agreement or otherwise under law.



Additional Right. In addition to the rights set forth in Section 8.4 above, if Client fails to pay any fees
or charges due under this Agreement, except those disputed in good faith, for thirty (30) days, or fails
to carry out any other material obligation under this Agreement, SSI may, at its option, suspend
Client’s access to the Services, upon ten days’ prior written notice. Unless this Agreement is

SSI Framework Services Agreement

Page 6 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

terminated pursuant to Section 8.4 above upon Client curing the default, SSI shall resume any
suspended Services.


Effect of Termination. No termination of this Agreement shall release Client from any obligation to
pay SSI any amount that has accrued or becomes payable at or prior to the date of termination or the
end of the initial term, whichever is later. No suspension of access to the Services under Section 8.5
shall release Client from any obligation to pay SSI any amounts due under this Agreement. Client
shall not be entitled to any refund of any amounts paid to SSI as a result of a termination based on
Client’s default. Upon termination of this Agreement, Client’s data residing on the Web Site will be
deleted and will not be recoverable thereafter. Within ten days after the effective date of any
termination, each party shall return or destroy all materials or media containing any of the other party’s
Confidential Information, including any information, records, and materials developed on the basis of
such Confidential Information.
Within thirty days of the date of termination of this Agreement by either party for any reason, Client
shall return to SSI the Services and any copies or documents relating to the Services in its possession,
custody or control, including any and all physical embodiments, documentation, or other materials or
copies related to such Services, and shall also erase from all computer storage any image or copies
thereof, as certified by the Client in writing. Copies of reports, listings or other forms of computer
output (whether electronic, print, or any other format) which consist of Client’s own processed or raw
data or other such information in which SSI or third party licensors have no proprietary interest may
be retained by Client.

9.

INDEPENDENT CONTRACTOR
SSI is an independent contractor. Nothing in this Agreement shall in any way be construed as creating
a partnership, joint venture, agency or employer-employee relationship between Licensee and SSI.
Licensee is not authorized to, and shall not undertake or assume, any obligation of any kind, express
or implied, or to conduct any business, on behalf of SSI.

10. THIRD PARTY PRODUCTS AND SERVICES


Third Party Products. SSI may offer to supply or license certain products or services as a reseller that
are made or provided by a third-party supplier or manufacturer and not SSI (collectively, “Third Party
Products and Services”). Notwithstanding any other provision of this Agreement to the contrary,
Third-Party Products and Services are solely subject to the license, warranty, indemnity, support, and
other terms provided by the third party, if any. Any warranty or indemnity claims against SSI in
relation to any Third-Party Products and Services are expressly excluded. In no event will SSI be
liable to Client for any damages to the extent resulting from any Third-Party Products and Services.
Third Party Products and Services are provided by SSI “AS IS” without representation or warranty.
SSI will assign, and hereby does assign, to Client any warranties provided by a third party relating to
the Third-Party Products and Services that SSI is able to assign. Client may not terminate this
Agreement or any SOW based on the actions or inactions of any third party or any actual or perceived
deficiencies related to any Third Party Products and Services.



Third Party License. To the extent that any SOW provides for use of any Third-Party Products and
Services, SSI will obtain the license rights for Client to use those Third-Party Products and Services.
SSI is not responsible for the performance of any Third-Party Products and Services not attributable
to SSI.

SSI Framework Services Agreement

Page 7 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

11. MISCELLANEOUS


Publicity. SSI may use Client’s name and logo to publicly identify Client as a SSI client in a press
release, on SSI’s websites, and through other public communications and client hereby grants SSI a
license to use its trademarks and other intellectual property to do so. SSI may also produce and publicly
distribute a case study regarding Client’s use of the Services.



Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations
under this Agreement to any third party without the prior written consent of the other party, except
that this Agreement may be transferred to a successor to all or substantially all of the assets and
business of the transferring party. Consent shall not be unreasonably withheld. Subject to the
restriction on transfer set forth in this Section 11.3, this Agreement shall be binding upon and shall
inure to the benefit of the parties’ successors and assigns.



Waiver. The failure of either party to act upon any right, remedy, or breach of this Agreement shall
not constitute a waiver of that or any other right, remedy, or breach. No waiver shall be effective
unless made in writing and signed by an authorized representative of the waiving party.



Notices. Unless provided otherwise in this Agreement, any notice required or permitted under this
Agreement shall be personally delivered, or sent by e-mail, telefax, courier, express or overnight
delivery service, or by certified mail, postage prepaid, return receipt requested, to the address set forth
in the Contact Information section of the SOW or to such other address as shall be advised by either
party to the other in writing. Notices shall be effective as of the date of receipt.



Third Party Beneficiaries. SSI’s licensors shall be third party beneficiaries under this Agreement.



Governing Law. This Agreement and any claim arising out of this Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio, United States of America, excluding
its conflict of laws principles. The United Nations Convention on Contracts for the International Sale
of Goods shall not apply to this Agreement.



Provisions Severable. The provisions of this Agreement are severable. If any provisions are held to
be invalid, unenforceable, or void, all other provisions shall remain valid. The failure of either party
to require the performance of any term, condition or provision of this Agreement or the waiver by
either party of any breach of this Agreement shall not prevent a subsequent enforcement of such term,
condition or provision nor be deemed a waiver of any subsequent breach.



Acknowledgement. EACH PARTY ACKNOWLEDGES THAT HE OR ITS AUTHORIZED
REPRESENTATIVE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO
BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, EACH PARTY AGREES THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF WHICH SUPERSEDES
ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT.



Entire Agreement. This Agreement, including each SOW, Terms, and EULA, if applicable, and all
present and future incorporated attachments, schedules, appendices, addenda, and written
amendments, constitutes the entire agreement and understanding between the parties relating to the
object and scope of this Agreement. Any representation, statement, or warranty not expressly
contained in this Agreement shall not be enforceable by the parties. This Agreement may not be

SSI Framework Services Agreement

Page 8 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

amended except by a writing that specifically references this Agreement and is signed by authorized
representatives of the parties.

AGREED AND ACCEPTED:
Village of Silver Lake

Software Solutions, Inc.

By:

By:
(Signature)
(Name)
(Title)

(Signature)
Richard Fortman
(Name)
President/CEO
(Title)
9/16/2026

(Date)

SSI Framework Services Agreement

(Date)

Page 9 of 9

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

STATEMENT OF WORK (“SOW”) – Exhibit A
I.

Software Programs Included:
VIP Accounting
VIP Analytics
VIP Utility Billing

II.

Services Details:
Support Services – See Exhibit B

III.

Service Fees:
Annual Service Fee amount for 2026 is $21,148.15, shown on invoice #0013376.
Please note, annual fees are subject to change per Section 4.1 of the Software
License Agreement.
Services for VIP Accounting, Analytics, and Utility Billing will renew September 1,
and an invoice will be provided.

IV.

System Requirements:
https://www.mysoftwaresolutions.com/solutions/vip-technical-requirements

Docusign Envelope ID: 64341835-FCA4-82BD-804D-6E98F8C947B8

Support Services – Exhibit B
1. Support Requests Channels:
Customers may initiate support requests through the following channels:


Telephone: Call our dedicated toll-free support line at 800.686.9578



Support Website:





Access our online support portal to submit and track support tickets



Users have access to learning materials like Knowledge Base Articles

Email: Send support requests via email to [email protected]

2. Service Hours:
Support Services are available during the following (“Service Hours”):


Monday through Friday



8:00 a.m. to 5:00 p.m. ET



Excluding legal holidays & special company sanctioned events

3. Remote Support Process:
Software Solutions utilizes Connectwise Screen Connect as the remote connection tool for
troubleshooting and technical support purposes.


Clients have the option to opt out of using the remote connection tool for support services
if desired. Clients who opt out of using the remote connection tool may be subject to a
service fee. The service fee covers the additional time and resources for alternative
support methods when remote access is not available.

4. Retroactive Support Fee Clause:
In the event of default of payment of the annual support fees, support services may be
suspended or terminated and software updates may be suspended, however, the support fees
shall continue to accrue and become immediately payable. For support services to be
reinstated, payment for all accrued support fees (commencing from the date the client first
defaulted on payment) must be paid in full. The client expressly acknowledges it understands
and consents to pay all support fees, including those accrued during the period of default, if
applicable.

Handout for Discussion - Ord. 50-2026
2026 Invoice

INVOICE

Invoice #:
Invoice Date:
Term:
Due Date:
PO #:

INV-0013376
08/28/2026
Net 30
09/27/2026

8534 Yankee Street, Suite 2B
Dayton, OH 45458
Bill To:
Silver Lake, Village of
2961 Kent Rd.
Silver Lake, OH 44224

Ship To:
Silver Lake, Village of
2961 Kent Rd.
Silver Lake, OH 44224

Description
Annual Software Support Contract for Visual Intelligence for period 10/01/2026 thru 09/30/2027
Subtotal $21,148.15
Sales Tax $0.00
Total $21,148.15

To pay by ACH: Software Solutions Inc.
Acct# 89117325 Routing# 021052053

Customer Id: CUST-000312
Accounting Phone 800-686-9578 x402

Handout for Discussion - Ord. 50-2026
2018 Agreement for Reference

Software Solutions
Personal Attention . Public Solutions.
SOFTWARE SUPPORT AGREEMENT
Agreement this 1st day of October, 2018 by and between SOFTWARE SOLUTIONS INC., Lebanon, Ohio, (hereinafter referred to as "SSI") and the Village of Silver Lake (hereinafter referred
to as "Customer").
A. PURPOSE OF AGREEMENT, SERVICES PROVIDED AND FEES

1. The purpose of this Agreement is to state the terms and conditions under which SSI will provide to Customer certain software support services for the computer software programs
identified and described more fully in paragraph 2 below and licensed to Customer pursuant
to the Software Licensing Agreement.
2. The software programs which are the subject of this Agreement shall consist of the following:

DESCRIPTION
(a) SSI Programs
eGov Professional Software
Financial Manageme nt Module
Utility Billing Module
Network Support
(b) Third Party Programs
Crystal Reports
Hand Held Interface for Utility Billing
3. In consideration for the software support services provided by SSI to Customer pursuant to
this Agreement, Customer agrees to pay SSI services fees as follows:

$12,224 .00
4. Customer understands and agrees that the service fees set forth in paragraph 3 above of
this Section A shall remain in effect for at least the fi rst year that this Agreement is in effect.
Thereafter, Customer understands and agrees that SSI may unilaterally raise such service
fees upon thirty days written notice to Customer; provided, however, that SSI understands
and agrees that it shall not raise its service fees to Customer by more than 15% during any
twelve month period . SSI understands and agrees that Customer shall receive a pro rata
refund of all unearned service fees paid by Customer to SSI hereunder which relate to a
time period subsequent to the date this Agreement has been properly and timely terminated
by either party.

Software Support Agreement
Page 1
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

5. Each party understands and agrees that this Agreement shall become effective and the
above-referenced support of the Programs provided pursuant hereto shall commence on the 1st
day of October 2018.

B. DEFINITIONS

1. For purposes of this Agreement, the term "SSI Programs" shall be deemed to refer to those
computer programs and related documentation specifically identified and described above in
Section A(2) (a) of this Agreement and all other computer programs and related documentation which SSI and Customer specifically agree in writing to have included under Section
A(2) (a) of this Agreement. With respect to each such additional computer program , the parties shall formally amend this Agreement to incorporate the same and shall specify any service fees or other terms and conditions unique to such program . Unless the context otherwise requires, the term "SSI Programs", as used in this Agreement, shall also include all versions, corrections, enhancements and improvements furnished or required to be furnished
by SSI under or pursuant to the terms of this Agreement.
2. For purposes of this Agreement, the term "Third Party Programs" shall be deemed to refer
to those computer programs and related documentation identified and described above in
Section A(2)(b) of this Agreement and all other computer programs and related documentation which SSI and Customer specifically agree in writing to have included under Section
A(2)(b) of this Agreement. With respect to each such additional computer program , the parties shall formally amend this Agreement to incorporate the same and shall specify any service fees or other terms and conditions unique to such program . Unless the context otherwise requires, the term "Third Party Program", as used in this Agreement, shall also include
all versions, corrections, enhancements and improvements furnished or required to be furnished by SSI under or pursuant to the terms of this Agreement.
3. For purposes of this Agreement, the term "Programs" shall be deemed to refer collectively to
both the SSI Programs and the Third Party Programs , as those terms are defined above .
4. For purposes of this Agreement, the term "Hardware" shall be deemed to refer to that computer hardware and related equipment which is identified in Section A(5) of this Agreement.
5. For purposes of this Agreement, the term "Specifications" shall be deemed to refer to the
specifications and descriptions of the Programs set forth in (a) the user manuals supplied to
Customer by SSI hereunder and more particularly identified in Section A(2) of this Agreement and {b) the bid specifications attached hereto as Exhibit A, as modified and/or excepted to by SSI in its bid response attached hereto as Exhibit B, if applicable; provided ,
however, that to the extent, if any, there is a conflict between the specifications and descriptions contained in the user manuals and those contained in the bid specifications and response, the specifications and descriptions contained in the bid specifications and response
shall prevail.
6. For purposes of this Agreement, the terms "Problems and Defects" shall mean any failure of
the Programs to function in substantial compliance with the Specifications.
7. For purposes of this Agreement. the term "Service Hours" shall be defined to be the hours of
8:30 a.m. to 5:00 p.m. E.S.T., Monday through Friday, excluding legal holidays.

Software Support Agreement
Page2
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

C. SERVICES PROVIDED
1. With respect to the SSI Programs, SSI will provide to Customer appropriate programming
services and technical support for the purpose of correcting any Problems or Defects in the
SSI Programs which are timely and properly brought to the attention of SSI by Customer
during the term of this Agreement. Customer understands and agrees that the SSI Programs, like all other such computer software, are of such complexity that they have inherent
or latent Problems or Defects and agrees that SSl's sole responsibility under this paragraph
is to correct such Problems or Defects, if any , when they occur, in a manner such that the
SSI Programs will operate in conformity with the Specifications during the term of this Agreement.
2. With respect to the Third Party Programs, either SSI or the designated support representative for that third party program will use reasonable efforts to correct or cause to be corrected any Problems or Defects in such Third Party Programs which are timely and properly
brought to the attention of SSI by Customer during the term of this Agreement. Customer
understands and agrees that the Third Party Programs are licensed to SSI by a third party
and sublicensed by SSI to Customer and that SSl's ability to maintain and support the Third
Party Programs thus is limited by the information and/or support provided by the Third Party
Licensor to SSI. SSI shall not be liable under any circumstances for any damages caused
by or arising from its inability to correct any Problems or Defects in the Third Party Programs
due to a lack of information and/or support to SSI from such Third Party Licensor.
3. Customer understands and agrees that software services and support outside the scope of
this Agreement expressly include, but are not limited to, the following:
(a) service or support of the Hardware or of any software other than the Programs;
(b) service or support of the Programs while being operated on any computer equipment
other than the Hardware;
(c) service or support required as a result of enhancements, modifications, updates or
changes to the Programs by anyone other than SSI ;
(d) service or support which it is impractical or impossible for SSI to provide because the
Programs have been or are being used or attempted to be used in a manner contrary to
the purpose for which they were designed or represented ;
(e) programming or consulting services to provide special or unique enhancements, modifications or changes to the Programs for Customer;
(f) the furnishing of new software or hardware products or of enhancements, improvements
or new versions of the Programs marketed by SSI subsequent to the commencement
date of this Agreement, unless such new products, enhancements, improvements or versions are added to this Agreement by mutual written agreement of the parties.
4. SSI will supply telephone support from its designated office location during the Service
Hours. This telephone assistance will consist in SSI or its designated third party representative using its reasonable efforts to: explain functions and features and guide the Customer in
the use of the Programs; clarify any documentation relating to the Programs; and correct errors in accordance with Section C, if correction can be reasonably made by telephone. This
telephone assistance service is to be used by the Customer, within the parameters described above, for resolving problems and difficulties rel ating to the Programs experienced
by the Customer, and not for Training of Customer's employees. If SSI determines that the
telephone assistance under this Section is being used by the Customer for Training its employees, the Customer shall pay to SSI, or its subcontractor, SSl 's then current daily rate for
Training Services.

Software Support Agreement
Page 3
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

5. From time to time, if the Programs have been updated ("Update"), SSI or its subcontractor
will provide such Update to the Customer on the condition that the version of the Programs
currently being used by the Customer and the processing and storage capacities of the Designated System(s) are compatible with the Update. The Customer shall pay SSl's charges
for installing the Update, software conversion and for any training , consulting or other services rendered by SSI to the Customer in connection with the Update at SSl's then current
daily rates for Integration and Implementation Services. SSI will make reasonable attempts
to keep the SSI software current with state and federal legislative laws and shall provide the
Customer with software revisions incorporating required changes without charge to the Customer provided the costs to develop and implement such changes are not deemed to be
prohibitive by SSI. In the event such legislative law changes are deemed prohibitive by SSI ,
SSI will offer the Customer the option of paying for such changes. Note that this does not
apply to major new releases of the software and new products which provide significant new
functionality, such as an upgrade from character based software to windows software.
6.

Unless otherwise provided , SSI shall determine, in its sole discretion, whether it is necessary for its staff to attend personally at the premises of the Customer to perform any of the
SSI Software Support Services. If the Customer requests that SSl's staff attend personally
at the premises of the Customer, the Customer shall pay SSl's then current daily rates for
Integration and Implementation Services and all related travel and living expenses.

7. Upon receipt of a written request from Customer, SSI will provide Training at a mutually
agreed time at the offices of Customer, unless SSI agrees to conduct the Training elsewhere. Customer agrees to pay SSI all costs associated with this Training , including
charges for SSl's personnel, which may include a surcharge for training conducted at Customer's location and charges for travel, lodging and miscellaneous expenses. The Customer
shall pay to SSI based upon SSl's then current daily rates for Integration and Implementation Services. Customer further agrees that Customer staff being trained have adequate
subject area knowledge for the level of training being provided by SSI.
D.

CUSTOMER RESPONSIBILITIES

1. Customer agrees to give SSI prompt written notice using the Change Request forms provided by SSI of any Problems or Defects experienced by Customer with the Programs which
Customer believes are covered by this Agreement. Customer further agrees that its failure
to promptly give such written notice shall not be deemed to constitute a breach of this
Agreement, but shall constitute a waiver by Customer of any claim against SSI based upon
such alleged Problem and Defect with the Programs.
2. Customer agrees to maintain site conditions for the Hardware within the environmental conditions specified in writing by SSI and/or the manufacturer of the Hardware; provided , however, Customer shall not be deemed to be in breach of its obligations under this paragraph
with respect to any environmental requirement of which it has not received written notification.
3. Customer agrees to provide SSI with full and free access to the Programs and the Hardware
during Service Hours when reasonably necessary to enable SSI to provide any of the services or support set forth in this Agreement. Customer further agrees to provide SSI with a
safe place to provid e such services and support.
4. Customer agrees that it is and shall be solely responsible for establishing and maintaining a
procedure for reconstruction and/or recompilation of any and all data or Programs lost or destroyed during the servicing , support, use, operation, transport or storage of the Programs

Software Support Agreement
Page 4
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

and that SSI shall not be liable under any circumstances for any damages caused by or arising from such lost or destroyed data or information which could have been avoided or prevented had Customer properly carried out its responsibility hereunder.
5. Customer agrees to install all corrections of substantial defects, minor bug fixes updates and
Updates including any enhancements, for the Programs in accordance with the instructions
and in order of receipt from SSI within a timeframe acceptable to SSI and Customer.
6 . Upon detection of any error in the Programs, Customer, as requested by SSI, agrees to provide SSI a listing of output and any other data it produces in the ordinary course of business,
including databases and backup systems, that SSI reasonably may request in order to reproduce operating conditions similar to those present when the error occurred.

E.

TERM AND TERMINATION

1. This Agreement shall commence on the date set forth in Section A(6) of this Agreement and
shall continue for a year unless terminated as provided in paragraphs 2 and 3, below, of this
Section E.
2.

Until this Agreement has been in effect for one full year, either party shall have the ri ght to
terminate this Agreement only upon 90 days written notice to the other and only if:
(a) the other party has defaulted in any of its obligations under this Agreement and has
failed to cure such default within 90 days after receiving written notice of such default; or
(b) the other party has (i) become insolvent, however, evidenced, (ii) made a general assignment for the benefit of creditors, (iii) filed or had filed against it a petition in bankruptcy, for a reorganization or an arrangement or for a receiver, trustee or similar creditors' representative for its property or assets or any part thereof, or any other proceedi ng
under any federal or state insolvency law, and the same shall not have been dismissed
or discharged within 60 days of such filing .

3. Software Support Services will be provided during the entire term of this Agreement.
4.

Should the customer discontinue support services and later wish to reinstate them, Customer understands that Customer will be required to pay SSI the entire Annua l SSI Software
Support Fees for the period of discontinuance, plus a reinstatement fee that is equal to one
point three times (1 .3) the fees due for the period of discontinuance, plus the Annual SSI
Software Support Fee for the balance of the term.

5. Notwithstanding any termination or expiration of this Agreement, the terms and conditions
set forth in the following sections of this Agreement shall survive and continue to bind the
parties and their legal representatives, successors, heirs and assigns:
(a) Section F: "Limitation on Liability and Remedies"
(b) Section G: "General"
F.

LIMITATION ON LIABILITY AND REMEDIES

1. In all situations involving performance or non-performance of the Programs, Customer's sole
remedy is (a) as to each SSI Program, to receive the correction by SSI in accordance with
the terms and conditions of Section C( 1) of this Agreement of identifiable Problems or Defects which are preventing such SSI Program from operating in accordance with the Specifications, and as to each Third Party Program , to receive the best efforts by SSI to correct or
cause to be corrected in accordance with the terms and conditions of Section C(2) of this

Software Support Agreement
Page5
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

Agreement of identifiable Problems or Defects which are preventing such Third Party Program from operating in accordance with the Specifications, or (b) at SSl's option and expense, if after reasonable efforts SSI is unable to make that Program operate in accordance
with the Specifications, to receive a replacement by SSI of that defective Program.
2. For any claim concerning performance or non-performance by SSI of any of its obligations
under, or in any way related to the subject matter of this Agreement (including, but not limited to, any claim that SSI has failed to satisfy its repair and/or replacement obligation under
paragraph 1 above or this Section F), Customer shall be entitled to recover only its actual
damages (specifically excluding, however, any indirect, incidental and/or consequential
damages excluded in paragraph 3, below, of this Section F) up to, BUT NOT IN EXCESS
OF: (1) the total Service Fees paid in any calendar year by it to SSI under the terms of this
Agreement, or (2) the sum of $10,000, whichever is greater. It is understood and agreed to
by Customer that the foregoing limitation on damages is a fair and reasonable adjustment to
the uncertain and difficult-to-ascertain damages which might flow from a breach of this
Agreement and is not intended to be a penalty, but rather is intended to limit Customer's recovery of damages hereunder to a reasonable proportion of the actual damages it may sustain and to be a reasonable allocation by the parties of the business risks inherent in this, as
well as any other, contract.
3. SSI SHALL NOT BE LIABLE TO CUSTOMER , ITS EMPLOYEES, AGENTS OR
CUSTOMERS , OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAG ES, INCLUDING BUT N_O T LIMITED TO , LOST PROFITS,
LOST SALES, INJURY TO PROPERTY, DEATH OF OR INJURY TO ANY PERSON, ANY
AND ALL LOSS OR DAMAGES CAUSED BY OR RESULTING FROM FAILURE DUE TO
ANY ERROR, INTERRUPTION OR OTHER MALFUNCTION OF DEFECT IN THE
PROGRAMS, OR ANY OTHER SUCH INCIDENTAL, INDIRECT OR CONSEQUENTIAL
LOSS OR DAMAGES ARISING IN ANY WAY FROM PERFORMANCE OR NONPERFORMANCE BY SSI OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
4. No action , regardless of form , arising out of or in any way related to the subject matter of
this Agreement, may be brought by either party more than two years after the cause of action has arisen. Any action arising out of or in any way related to the subject matter of this
Agreement shall be brought only in a court located in the State of Ohio and any action commenced in such courts shall not be transferred or removed to any other state or federa l
court. It is understood and agreed that the purpose of this forum selection clause is not to
try to oust any other courts from jurisdiction, but rather to establish the consent of the parties
to the exercise of jurisdiction by the above-named courts and to establish such courts as
their freely negotiated choice of forum for all actions arising out of or in any way related to
the subject matter of this Agreement.

G. GENERAL
1. All notices, requests and demands required or permitted to be given hereunder shall be
deemed sufficient only if in writing and hand delivered or mailed by certified or registered
mail to the appropriate party hereto at the address set forth on the signature line below.
2. Nothing in this Agreement shall in any way be construed as creating a partnership, joint venture, agency or employer-employee relationship between Customer and SSI. Customer is
not authorized to, and shall not undertake or assume, any obligation of any kind, express or
implied , or to conduct any business, on behalf of SSI.

Software Support Agreement
Page6
45036

Software Solutions, Incorporated
420 E Main St. , Lebanon, OH

3. The validity, interpretation and performance of this Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.
4. If any provision, in whole or in part, of this Agreement is held illegal or invalid by any court or
administrative agency of appropriate jurisdiction, such provision or appropriate portion
thereof shall be deemed severable and the illegality or invalidity of such provision or portion
thereof shall not affect any of the remaining provisions of this Agreement. In such event,
this Agreement shall be construed as if the illegal or invalid provision, or portion thereof, had
not been contained in this Agreement.
5. The failure of either party to require the performance of any term , condition or provision of
this Agreement or the waiver by either party of any breach of this Agreement shall not prevent a subsequent enforcement of such term, condition or provision nor be deemed a waiver
of any subsequent breach .
6. Any change in, addition to or waiver of the terms , conditions or provisions of this Agreement
shall be binding upon either of the parties only if approved in writing by its authorized representative.
7.

Customer shall have the right to assign or otherwise transfer its rights or obligations under
this Agreement only with the prior written consent of SSI. SSI shall have the right upon written notice to Customer to assign or subcontract any of its service obligations under this
Agreement to a qualified third party service company selected by it. In the event of a valid
assignment (whether by consent, operation of law, or otherwise) of this Agreement by either
party , all covenants, stipulations and promises in this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, assigns and legal representatives.

8.

Neither party shall be liable in any manner for any loss or damage of any nature whatsoever
incurred or suffered as a result of any failures or delays in performance due to any cause or
circumstance beyond its control, including, but not limited to, any failures or delays in performance caused by strikes, lockouts, labor disputes, fires, acts of God or the public enemy,
riots , incendiaries, interference by civil or military authorities, compliance with the laws, regulations, orders or policies of any governmental authority, delays in transit or delivery on the
part of transportation companies, communication facilities or failures of source of raw materials.

9. EACH PARTY ACKNOWLEDGES THAT HE OR ITS AUTHORIZED REPRESENTATIVE
HAS READ THIS AGREEMENT, REVIEWED IT WITH COUNSEL, UNDERSTANDS IT
AND AGREES TO BE BOUND BY ITS TERMS ANO CONDITIONS. FURTHER, EACH
PARTY AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATION S
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING CONTAINED IN THIS
PARAGRAPH SHALL BE CONSTRUED TO IN ANY WAY SUPERSEDE OR OTHERWISE
AFFECT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSING
AGREEME NT ENTERED INTO BETWEEN SSI AND CUSTOMER BY WHICH CUSTOMER
LI CENSED THE PROGRAMS FROM SSI, WHICH LICEN SING AGREEMENT SHALL
CONTINUE IN FU LL FORCE ANO EFFECT UNLESS AND UNTIL TERMINATED BY ITS
OWN TERMS.

Software Support Agreement
Page 7
45036

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

IN WITNESS WHEREOF, SOFTWARE SOLUTIONS and CUSTOMER have caused this
Agreement to be executed in duplicate by their duly authorized representatives as of the
date fi rst written above.
Software Solutions, Inc.
420 East Main Street

Village of Silver Lake
2961 Kent Road

Le~ , Ohio 45036
By

~

~

Title: V1U -Pft510£t-./T Qf 6/V/Jr!tl rf-l}Om1t-/.

Software Support Agreement
Page 8
45036

By

Sr=tt

Title:

&Clyo/,

Software Solutions, Incorporated
420 E Main St., Lebanon, OH

ORDINANCE NO.: 51-2026

Page 1 of 3

VILLAGE OF SILVER LAKE
INTRODUCED BY: Administration
AN ORDINANCE AUTHORIZING THE REMAPPING AND RECLASSIFICATION OF
CERTAIN SPECIAL REVENUE FUNDS (SERIES 2000) TO A GENERAL CAPITAL
FUND (SERIES 4000) AND ENTERPRISE CAPITAL FUNDS (SERIES 5000) AND
AUTHORIZING THE TRANSFER OF CARRYOVER CASH BALANCES AND
OUTSTANDING ENCUMBRANCES, AND DECLARING AN EMERGENCY.
WHEREAS, the Auditor of State reviewed the financial structures of the Village and
recommended certain specific current and prior-year Special Revenue Funds (Series 2000) be
remapped and reclassified as a General Capital Fund (Series 4000) and Enterprise Capital Funds
(Series 5000) to better align with accounting principles and accurately reflect the business-type
nature of the operations; and
WHEREAS, some of these existing Special Revenue Funds maintain carryover cash
balances and outstanding encumbrances that must legally follow existing fiscal operations into the
newly established General Capital and Enterprise Capital Funds; and
WHEREAS, to align the Village’s financial reporting with proper regulatory accounting
standards of the Auditor and accurately track long-term capital assets, it is necessary to remap and
transition these accounts into designated General Capital and Enterprise Capital Funds; and
WHEREAS, legislative authority is required to formally establish these new General
Capital and Enterprise Capital Funds, authorize the reclassification of assets and liabilities into
these newly established funds and amend current year appropriations to facilitate this transition
without interrupting municipal operations.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Silver Lake,
County of Summit, and State of Ohio, that:
Section 1. Establishment of New Capital Funds
The Clerk-Treasurer is hereby authorized and directed to establish the following new Capital
Funds within the Village chart of accounts:
1.
2.
3.
4.
5.

Fund No. 4102 Street Reconstruction
Fund No. 5012 Lead Line Replacement
Fund No. 5013 Water Main Looping
Fund No. 5022 Sanitary Reconstruction
Fund No. 5045 Storm, Sanitary & Water Reconstruction

Section 2. Transfer of Carryover Cash and Balance Reclassification
The Clerk-Treasurer is hereby authorized and directed to transfer all prior-year residual carryover
cash balances from the original Special Revenue Funds (Series 2000) to the newly established
corresponding General Capital Fund (Series 4000) and Enterprise Capital Funds (Series 5000) as

ORDINANCE NO.: 51-2026

Page 2 of 3

follows:
1. From Fund No. 2051 Water Main Looping to Fund No. 5013: The absolute residual
cash balance as of January 1, 2026, of $0.
2. From Fund No. 2054 OPWC Lead Line Replacement to Fund No. 5012: The absolute
residual cash balance as of January 1, 2026, of $0.
3. From Fund No. 2055 CDS Sanitary Reconstruction to Fund No. 5022: The absolute
residual cash balance as of January 1, 2026, of $55,804.30.
4. From Fund No. 2056 Storm, Sanitary & Water Improvement to Fund No. 5045: The
absolute residual cash balance as of January 1, 2026, of $179,425.00.
5. From Fund No. 2061 OPWC Street Reconstruction to Fund No. 4102: The absolute
residual cash balance as of January 1, 2026, of $100,003.37.
Section 3. Remapping of Encumbrances
All valid, outstanding prior-year encumbrances certified against the original Special Revenue
Funds are hereby authorized to be remapped, carried over, and certified against the
corresponding new General Capital and Enterprise Capital Funds. The Clerk-Treasurer shall
adjust the accounting ledger to ensure that the open purchase orders and contractual obligations
are seamlessly honored out of the newly created general capital and enterprise capital accounts.
Section 4. Amendment of Annual Appropriations
To accommodate the transfer of cash and the continuation of operations within the new fund
structures, the Clerk-Treasurer is directed to amend the annual appropriations to reduce
appropriations in the original Special Revenue Funds and to increase appropriations in the new
General Capital and Enterprise Capital Funds.
Section 5. It is found and determined that all formal actions of this Council concerning
and relating to the adoption of this Ordinance were adopted in an open meeting of this Council,
and that all deliberations of this Council and of any of its committees that resulted in such formal
action were in meetings open to the public, in compliance with all legal requirements including
Section 121.22 of the Ohio Revised Code.
Section 6. This Ordinance is hereby declared to be an emergency measure necessary for
the preservation of the public peace, health, safety, convenience and welfare of the Village of
Silver Lake and the inhabitants thereof, for the reason that immediate remapping is required to
meet impending state financial reporting, and provided it receives the necessary affirmative votes
as required by the Village Charter, it shall take effect and be in force upon its passage and approval
by the Mayor; otherwise it shall take effect and be in force at the earliest period allowed by law.
PASSED:

___________________________________
Matthew Plesich, President of Council

APPROVED:

___________________________________
Therese Dunphy, Mayor

ORDINANCE NO.: 51-2026

Page 3 of 3

APPROVED AS TO FORM:

___________________________________
Patricia Ambrose Rubright, Director of Law

ATTEST:

___________________________________
Sean M. Housley, CPA, Clerk-Treasurer

ORDINANCE NO.: 52-2026

Page 1 of 1

VILLAGE OF SILVER LAKE
INTRODUCED BY: Administration
AN ORDINANCE ADVANCING UP TO $20,000 AS NEEDED FROM THE GENERAL
FUND (1001) TO THE OPWC LEAD LINE REPLACEMENT FUND (5012) FOR THE
LEAD LINE REPLACEMENT PROJECT AND DECLARING AN EMERGENCY.
WHEREAS, Council of the Village of Silver Lake adopted Ordinance 42-2024 creating
the OPWC Lead Line Replacement Fund; and
WHEREAS, fund 5012 currently has zero cash available to complete the project.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Silver Lake,
County of Summit, and State of Ohio, that:
Section 1: Up to $20,000.00 as needed be advanced from the General Fund (1001) to the
OPWC Lead Line Replacement Fund (5012) for the lead line replacement project.
Section 2: The OPWC Lead Line Replacement Fund (5012) shall reimburse the General
Fund (1001) in full by December 31, 2027.
Section 3: It is found and determined that all formal actions of this Council concerning and
relating to the adoption of this Ordinance were adopted in an open meeting of this Council, and
that all deliberations of this Council and of any of its committees that resulted in such formal
actions were in meetings open to the public, in compliance with all legal requirements including
Section 121.22 of the Ohio Revised Code.
Section 4: This Ordinance is hereby declared to be an emergency measure necessary for
the preservation of the public peace, health, safety, convenience and welfare of the Village of
Silver Lake and the inhabitants thereof, for the reason that the subject advance is immediately
necessary for replacing lead service lines for the safety of our residents, and provided it receives
the necessary affirmative votes as required by the passage and approval by the Mayor; otherwise
it shall take effect and be in force at the earliest period allowed by law.
PASSED:

___________________________________
Matthew Plesich, President of Council

APPROVED:

___________________________________
Therese Dunphy, Mayor

APPROVED AS TO FORM:

___________________________________
Patricia Ambrose Rubright, Director of Law

ATTEST:

___________________________________
Sean M. Housley, CPA, Clerk-Treasurer

Page 1 of 3

ORDINANCE NO.: 53-2026
VILLAGE OF SILVER LAKE
INTRODUCED BY: The Administration

AN ORDINANCE TO AMEND APPROPRIATIONS FOR CURRENT EXPENSES AND
OTHER EXPENDITURES OF THE VILLAGE OF SILVER LAKE DURING THE
FISCAL YEAR ENDING DECEMBER 31, 2026, AND DECLARING AN EMERGENCY.
WHEREAS, increased appropriations are requested related to Ord 52-2026 in the General
Fund 1001 and in Fund 5012 for OHM Lead Service Line Replacement Phase II design
engineering ($20,000), in the Sewer Fund 5020 for emergency Sewer lateral repair at 2956 Silver
Lake Boulevard by H.M. Miller Construction ; and
WHEREAS, transferred appropriations are requested related to both encumbrances of the
proceeding year used or remaining and current fiscal year appropriations to remap funds (Ord 512026).
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Silver Lake,
County of Summit and State of Ohio, that:
Section 1. The annual appropriations related to encumbrances of the preceding year and
Ordinance No.: 75-2025 are hereby amended to appropriate the following sums as follows for the
fiscal year ending December 31, 2026:
Expenditures
Account

Encumbrances of

2026

2026

2026

Preceding 12/31/25
Used or Remaining

CFY

Proposed

Revised CFY

Appropriations

Adjustments

Appropriations

112,142.00
3,924,686.57

20,000.00
20,000.00

132,142.00
3,944,686.57

1001 GENERAL FUND
Other Financing Sources (Uses)
Advances Out
Total GENERAL FUND (1001)
2051 Water Main Looping

Remap to 5013

Personal Services

0.00

0.00

0.00

Other

112,142.00

(112,142.00)

0.00

Total: Water Main Looping Fund (5013)

112,142.00

(112,142.00)

0.00

2054 OPWC LEAD LINE REPLACEMENT

Remap to 5012

Personal Services

0.00

0.00

0.00

Other

0.00

0.00

0.00

Total OPWC LEAD LINE REPLACEMENT (2054)

0.00

0.00

0.00

2055 CDS SANITARY RECONSTRURemap to 5022
Personal Services

Remap to 5022
0.00

0.00

0.00

Other

(282,928.97)

0.00

0.00

0.00

Total CDS SANITARY RECONSTRU

(282,928.97)

0.00

0.00

0.00

2056 STORM, SANITARY & WATER RECONSTRUCTION (S

Remap to 5045

Personal Services

0.00

0.00

0.00

Other

(235,400.00)

130,403.00

(130,403.00)

0.00

Total STORM, SANITARY & WATE

(235,400.00)

125,025.00

(130,403.00)

0.00

2061 OPWC STREET RECONSTRUCTION (Harriett)
Personal Services

Remap to 4102
0.00

0.00

0.00

Other

(175,024.92)

46,673.43

(46,673.43)

0.00

Total OPWC STREET RECONSTRU

(175,024.92)

46,673.43

(46,673.43)

0.00

Appropriations Amendment No. 9

Page 2 of 3

ORDINANCE NO.: 53-2026
4102 OPWC STREET RECONSTRUCTION (Harriett)

Remap from 2061

Personal Services

0.00

0.00

0.00

Other

175,024.92

0.00

46,673.43

46,673.43

Total OPWC STREET RECONSTRU

175,024.92

0.00

46,673.43

46,673.43

5012 OPWC LEAD LINE REPLACEMENT

Remap from 2054

Other

0.00

20,000.00

20,000.00

Total OPWC LEAD LINE REPLACEMENT (5012)

0.00

20,000.00

20,000.00

5013 Water Main Looping

Remap from 2051

Other

0.00

112,142.00

112,142.00

Total: Water Main Looping Fund (5013)

0.00

112,142.00

112,142.00

50,050.00

95,000.00

145,050.00

1,081,838.57

95,000.00

1,176,838.57

5020 SEWER FUND
MAINTENANCE & SUPPLY
Capital Outlay
Total SEWER FUND (5020)
5022 CDS SANITARY RECONSTRUCTION (Markle / SLB)

Remap from 2055

Personal Services

0.00

0.00

0.00

Other

282,928.97

0.00

0.00

0.00

Total CDS SANITARY RECONSTRU

282,928.97

0.00

0.00

0.00

5045 STORM, SANITARY & WATER RECONSTRUCTION (S Remap from 2056
Personal Services

0.00

0.00

0.00

Other

235,400.00

0.00

130,403.00

130,403.00

Total STORM, SANITARY & WATE

235,400.00

0.00

130,403.00

130,403.00

-

7,526,748.15

135,000.00

7,661,748.15

Grand Total:

Section 2. The Village Clerk-Treasurer is authorized to make expenditures upon
presentation of proper vouchers and in accordance with applicable law.
Section 3. It is found and determined that all formal actions of this Council concerning and
relating to the adoption of this Ordinance were adopted in an open meeting of the Council; and
that all deliberations of this Council and of any of its committees that resulted in such formal action
were in meetings open to the public, in compliance with all legal requirements including Section
121.22 of the Ohio Revised Code.
Section 4. This Ordinance is hereby declared to be an emergency measure necessary for
the preservation of the public peace, health, safety, convenience and welfare of the Village of
Silver Lake and the inhabitants thereof, for the reason that it is immediately necessary to make
accurate appropriations for current expenditures, and provided it receives the necessary affirmative
votes as required by the Village Charter, it shall take effect and be in force immediately upon its
passage and approval by the Mayor; otherwise it shall take effect and be in force at the earliest
period allowed by law.
PASSED:

___________________________________
Matthew Plesich, President of Council

APPROVED:

___________________________________
Therese Dunphy, Mayor
Appropriations Amendment No. 9

ORDINANCE NO.: 53-2026

Page 3 of 3

APPROVED AS TO FORM:

___________________________________
Patricia Ambrose Rubright, Director of Law

ATTEST:

___________________________________
Sean M. Housley, CPA, Clerk-Treasurer

Appropriations Amendment No. 9

THIRD
READING

ORDINANCE NO.: 49-2026

Page 1 of 1

VILLAGE OF SILVER LAKE
INTRODUCED BY: The Administration
AN ORDINANCE AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT
WITH THE CITY OF AKRON AND THE CITY OF STOW TO SUPPLY WATER TO
THE VILLAGE OF SILVER LAKE AND DECLARING AN EMERGENCY.
WHEREAS, the Mayor and Council desire to enter into a contract with the cities of Akron
and Stow to convert the Village water supply to the City of Akron via the City of Stow at the
expiration of the current contract with the City of Cuyahoga Falls on or before May 31, 2028.
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Silver Lake,
County of Summit, State of Ohio, that:
Section 1. The Mayor is authorized to enter into a contract with the City of Akron and the
City of Stow to receive water from the City of Akron via the City of Stow, pursuant to the terms
as substantially identified in “Exhibit A” attached hereto.
Section 2. It is found and determined that all formal actions of this Council concerning and
relating to the adoption of this Ordinance were adopted in an open meeting of this Council, and
that all deliberations of this Council and of any of its committees that resulted in such formal action
were in meetings open to the public, in compliance with all legal requirements including Section
121.22 of the Ohio Revised Code.
Section 3. This Ordinance is hereby declared to be an emergency measure necessary for
the preservation of the public peace, health, safety, convenience and welfare of the Village of
Silver Lake and the inhabitants thereof, for the reason that there are imminent deadlines to change
the Village water supply and timely begin all steps necessary to connect to this new water supply
and provided it receives the necessary affirmative votes as required by the Village Charter, it shall
take effect and be in force immediately upon its passage and approval by the Mayor; otherwise it
shall take effect and be in force at the earliest period allowed by law.
PASSED:

___________________________________
Matthew Plesich, President of Council

APPROVED:

___________________________________
Therese Dunphy, Mayor

APPROVED AS TO FORM:

___________________________________
Patricia Ambrose Rubright, Director of Law

ATTEST:

___________________________________
Sean M. Housley, CPA, Clerk-Treasurer

AGREEMENT
This agreement (“Agreement”), entered into by and among the City of Akron, Ohio
(“AKRON”), a chartered municipal corporation, by its Mayor, duly authorized by Ordinance No.
__________ passed ____________________; the Village of Silver Lake, Ohio (“SILVER
LAKE”), a chartered municipal corporation, by its Mayor, duly authorized by Ordinance No.
__________ passed ____________________; and the City of Stow, Ohio (“STOW”), an Ohio
municipal corporation, by its Mayor, duly authorized by Ordinance No. __________ passed
____________________ (each a “Party” and collectively the “Parties”).
WITNESSETH:
WHEREAS, AKRON owns and operates a public water supply, treatment, pumping, and
transmission system and is willing, subject to the terms of this Agreement, to provide Surplus
Water for wholesale use within SILVER LAKE; and
WHEREAS, SILVER LAKE owns and operates a municipal water distribution system,
currently uses approximately 165,000 gallons per day on an annual average basis, and desires to
purchase its wholesale water exclusively from AKRON; and
WHEREAS, SILVER LAKE will not connect directly to the Akron Water System, and
the Parties instead intend that AKRON will introduce additional flow into the STOW Water
System for transmission through the STOW Water System to a single master-metered connection
serving SILVER LAKE; and
WHEREAS, AKRON and STOW are separately parties to a water supply agreement
effective December 26, 2006 (the “Akron-Stow Agreement”), which recognizes AKRON's right
to transmit water through facilities owned or controlled by STOW and provides a consumption
adjustment to compensate STOW for such transmission; and
WHEREAS, contemporaneously with this Agreement, AKRON and STOW will execute
an amendment to the Akron-Stow Agreement that expressly confirms the transmission right of
AKRON utilize the STOW Water System to deliver surplus water to SILVER LAKE and updates
the related consumption adjustment; and
WHEREAS, the Parties desire to continue their collaborative intergovernmental
relationships and regional partnership through joint cooperative efforts that promote reliable
drinking water service, efficient use of public infrastructure, and the well-being of the region; and
WHEREAS, the Parties desire to establish their respective rights and responsibilities for
the supply, transmission, metering, payment, distribution, and regulatory oversight of water
furnished to SILVER LAKE.
NOW, THEREFORE, in consideration of the mutual covenants, promises, conditions,
and terms to be kept and performed, the Parties agree as follows:
Page 1 of 19

Section 1. Definitions
Akron Rate: The volumetric water rate schedule, based upon the volume of water metered,
that AKRON charges water users within the corporate limits of AKRON through legislative
or administrative action, plus all other generally applicable fees and charges, as may be
amended from time to time and in accordance with all rules and regulations applicable to Akron
Water. The Akron Rate, while inclusive of generally applicable fees and charges, does not
include the Infrastructure Charge.
Akron-Stow Agreement: The water supply and tax sharing agreements between AKRON and
STOW effective December 26, 2006, together with all amendments thereto, including the
amendatory agreement executed contemporaneously with this Agreement.
Annual Average Daily Flow: For a calendar year, the total gallons measured at the Master
Meter during that calendar year divided by the number of days in that calendar year during
which the connection was available for service. For a partial first or last calendar year, the
calculation shall be made using the applicable partial-year period.
Base Income Tax Rate: SILVER LAKE’s current municipal income tax rate, which is two
percent (2.0%).
Covered Income Tax Collections: The total municipal income tax revenue actually collected
and received by SILVER LAKE during a calendar year, including withholding, individual, and
net-profits collections and related penalties and interest, less refunds, regardless of the fund to
which such revenue is allocated, but only to the extent attributable to the Base Income Tax
Rate.
Declining Block Rate: The then-current declining-block treatment under the Akron Rate, if
any. Currently, the Akron Rate declining-block treatment begins after 5,000 HCF of metered
consumption monthly and resets at the beginning of each monthly billing period.
HCF: One hundred cubic feet of water.
Master Meter: The single twelve-inch (12-inch) master meter, together with its automatic
recording, telemetry, vault, valves, bypass controls, and related appurtenances, approved by
AKRON and SILVER LAKE and used to measure all water furnished under this Agreement.
Point of Delivery: The point immediately downstream of the Master Meter at which water
enters the Silver Lake System, as generally shown in Exhibit B.
Potable Drinking Water: Water maintained to the drinking water quality standards imposed
by the United States Environmental Protection Agency, the federal Safe Drinking Water Act,
the Ohio Environmental Protection Agency, and other applicable law.
Prompt Notice: Any notice actually delivered to another Party within seven (7) days of the
occurrence of the event in question.

Page 2 of 19

Silver Lake Service Area: The geographical area within SILVER LAKE's corporate
boundaries as those boundaries exist on the Effective Date, as generally shown on Exhibit A.
No later annexation, boundary adjustment, joint economic development district or zone, or
other extraterritorial area is included unless the Parties amend this Agreement in writing.
Silver Lake System or the System: SILVER LAKE's entire water distribution system,
including all works, mains, hydrants, service pipes and lines, customer meters, appurtenances,
and facilities located downstream of the Point of Delivery or otherwise maintained, owned, or
controlled by SILVER LAKE.
Stow System: STOW's entire water distribution system, including the water supply, all works,
mains, hydrants, service pipes and lines, customer meters, appurtenances, and related facilities
owned or controlled by STOW and/or used to transmit water under this Agreement.
Surplus Water: Potable Drinking Water that AKRON determines is not needed for the
reasonable and beneficial uses of water customers within AKRON's jurisdictional boundaries
and is available for wholesale supply under applicable law and AKRON's contractual
obligations.
Section 2. Water Supply
2.1

In keeping with all other terms and conditions of this Agreement, AKRON agrees to supply
Surplus Water for the Silver Lake Service Area, and STOW agrees to transmit that water
through the Stow System to and through the Master Meter for Silver Lake’s use.

2.2

Except as otherwise provided in this Agreement, AKRON shall make available to SILVER
LAKE up to an Annual Average Daily Flow of 500,000 gallons per day through the single
Master Meter. AKRON shall operate its facilities to introduce the additional flow
reasonably necessary to serve SILVER LAKE, subject at all times to the availability of
Surplus Water, the hydraulic and operating capacity of the Akron and Stow Systems,
emergency conditions, maintenance requirements, and applicable law. Neither AKRON nor
STOW guarantees a particular instantaneous flow, peak-day flow, pressure, or
uninterrupted supply.

2.3

If the Annual Average Daily Flow exceeds 500,000 gallons per day, SILVER LAKE shall,
after written notice, promptly implement reasonable measures to bring consumption within
the authorized amount. Delivery by AKRON or transmission by STOW of water above that
amount shall not waive the limitation or obligate either AKRON or STOW to continue the
excess delivery. Any permanent capacity increase requires a written amendment approved
by all Parties.

2.4

SILVER LAKE agrees to purchase exclusively from AKRON all water used within the
Silver Lake Service Area during the Term. Except for a temporary emergency source used
in accordance with Section 18, SILVER LAKE shall not develop, purchase, obtain, acquire,
or use another water source for the Silver Lake Service Area.

Page 3 of 19

2.5

The Parties acknowledge that emergency, maintenance, regulatory, or other circumstances
may temporarily prevent or limit the supply or transmission of Potable Drinking Water. An
intermittent or temporary inability to supply or transmit water, if addressed within a
reasonable period under generally accepted water-utility practices, shall not constitute a
material breach or grounds for monetary damages, subject to the express rights and remedies
stated in this Agreement.

2.6

AKRON is SILVER LAKE’s wholesale water supplier. STOW acts solely as the owner and
operator of the transmission host system and does not sell or resell water to SILVER LAKE,
bill SILVER LAKE for wholesale water, assume responsibility for SILVER LAKE’s retail
customers, or guarantee performance of the Silver Lake System.

Section 3. Service Area
3.1

This Agreement authorizes Surplus Water service only within the Silver Lake Service Area.

3.2

The Silver Lake Service Area shall not expand automatically. Water furnished under this
Agreement shall not be used to serve property located outside SILVER LAKE’s corporate
boundaries as they exist on the Effective Date, which is shown on the attached Exhibit A
and incorporated herein by reference. These boundaries shall not be expanded unless all
Parties first approve a written amendment authorized by their respective legislative bodies.

3.3

SILVER LAKE shall provide AKRON and STOW with a final certified boundary map for
inclusion as Exhibit A before water service begins.

Section 4. Term, Termination, and Dispute Resolution
4.1

Effective Date: This Agreement shall become effective upon the occurrence of all of the
following: (a) the latest date on which all Parties have executed this Agreement and the
authorizing legislation of each Party is effective; (b) the effective date of the amendment to
the Akron-Stow Agreement contemplated by the recitals; and (c) receipt of any approval
required by the Ohio Environmental Protection Agency and/or other governmental
authority (the “Effective Date”). Physical water service shall begin only after the connection
and Master Meter are operational.

4.2

Term: The term of this Agreement shall be upon expiration of the Akron-Stow Agreement,
or eighty (80) years beginning on the Effective Date, whichever is the earlier (the “Term”).
The Parties intend the Term to be coterminous with the remaining term of the Akron-Stow
Agreement. Accordingly, this Agreement shall not extend beyond the expiration or
termination of the Akron-Stow Agreement unless AKRON and STOW enter into a
successor arrangement that preserves the transmission rights necessary to serve SILVER
LAKE.

4.3

2056 Cancellation Option: Each Party shall have the right to cancel this Agreement effective
December 26, 2056, by delivering written notice of cancellation to the other Parties during
the ninety-day period from August 8, 2048, through November 6, 2048. A timely
Page 4 of 19

cancellation notice by any Party shall terminate this Agreement as to all Parties on
December 26, 2056, unless all Parties otherwise agree, in writing. If a cancellation notice is
timely delivered, SILVER LAKE may, beginning December 26, 2050, develop, purchase,
obtain, acquire, or arrange an alternate wholesale water source for use after termination.
4.4

Termination: This Agreement may be terminated: (a) at expiration of the Term; (b) under
Section 4.3; (c) by mutual written agreement of all Parties; (d) by a final determination of a
court of competent jurisdiction that a material provision is unlawful, unenforceable, or void
as against public policy and that the Parties cannot reasonably cure or sever the defect; (e)
for a continuing, uncured material breach that substantially defeats the purpose of this
Agreement; or (f) for failure by SILVER LAKE to make a payment required by Sections 5
or 6 after expiration of the applicable cure period.

4.5

Breach and Opportunity to Cure: A Party claiming a material breach shall give written
notice describing the breach in reasonable detail. The allegedly breaching Party shall have
forty-five (45) days after receipt to cure. If a non-monetary breach reasonably cannot be
cured within forty-five days, the cure period shall be extended for so long as the breaching
Party begins cure within that period and diligently pursues completion. A Party may not
assert material breach in litigation without first providing opportunity to cure, except for
emergency injunctive relief or a payment default governed by Sections 5.6 or 6.4.

4.6

Dispute Resolution: Except for a payment default, an emergency requiring immediate
injunctive relief, or a plan-review dispute governed by Section 10.4, the Parties shall use
good-faith efforts to resolve disputes through the following process:
4.6.1

Representatives of the affected Parties who are authorized to resolve the dispute shall
meet within ten (10) business days after receipt of written notice of the dispute. The
affected Parties shall negotiate in good faith for forty-five (45) days, unless they agree
in writing to shorten or extend that period, and shall promptly exchange reasonably
requested information. Statements made solely for settlement purposes shall not be
admissible to the extent provided by applicable law.

4.6.2

If the dispute is not resolved, an affected Party may request mediation in writing. The
affected Parties shall select a mutually acceptable mediator within thirty (30) days. If
they cannot agree, each affected Party shall provide a ranked list of three qualified
mediators, and the Parties shall use a mutually agreed strike process to select one.

4.6.3

The Parties participating in mediation shall share the mediator’s fee and associated
costs equally, unless they agree otherwise. Mediation shall occur at a mutually
acceptable date, time and location.

4.6.4

If mediation is unsuccessful, an affected Party may pursue any remedy available
under Ohio law, subject to this Agreement.

Page 5 of 19

4.7

Termination shall not affect rights or payment obligations accrued before the effective date
of termination. Provisions concerning payment, audit, ownership, release, governing law,
and other provisions that by their nature should survive shall survive termination.

Section 5. Water Rates and Billing
5.1

Water Rate: During the Term, SILVER LAKE shall pay the Akron Rate plus fifteen percent
(15%) for all water measured at the Master Meter. If available and if it otherwise qualifies
for the same, SILVER LAKE shall receive the Declining Block Rate. Each applicable
volumetric rate or rate tier shall be increased by fifteen percent (15%).

5.2

Infrastructure Charge: In addition to the Water Rate, SILVER LAKE shall pay a monthly
infrastructure charge for one twelve-inch (12-inch) Master Meter equal to AKRON’s thencurrent monthly infrastructure charge for a meter of that size, plus fifteen percent (15%)
(the “Infrastructure Charge”). As of the Effective Date, the Infrastructure Charge is
calculated at One Thousand Six Hundred Ninety-Two Dollars and Seventy-Nine Cents
($1,692.79) per month. The stated amount is informational and may be adjusted
prospectively if/when AKRON’s underlying infrastructure charge changes. If AKRON’s
actual costs related to the Infrastructure Charge do not increase, then AKRON shall be
prohibited from increasing the Infrastructure Charge payable by SILVER LAKE. No
additional meter-based infrastructure charge shall apply unless SILVER LAKE requests, or
the Parties approve another meter or a different meter size in writing.

5.3

Rate Adjustments: AKRON may adjust the Akron Rate and the underlying cost used to
calculate the Infrastructure Charge through legislative or administrative action or as
provided for by applicable law. AKRON shall provide SILVER LAKE with at least ninety
(90) days advance written notice of an adjustment. Any decrease in the applicable Akron
Rate or underlying infrastructure cost shall be reflected in SILVER LAKE's charges on the
same basis as an increase.

5.4

Invoicing: AKRON shall bill SILVER LAKE monthly for water measured at the Master
Meter, the Infrastructure Charge, and any other amount due under this Agreement. SILVER
LAKE shall pay each invoice within thirty (30) calendar days after the invoice date. An
amount not timely paid shall be delinquent and subject to a ten percent (10%) penalty, unless
the amount is timely disputed under Section 5.5.

5.5

Invoice Dispute: SILVER LAKE will submit written notice explaining the basis of a
disputed invoice within fifteen (15) business days after its receipt of the subject invoice.
AKRON will respond, in writing, within fifteen (15) business days thereafter. If the Parties
cannot resolve the dispute, they shall follow Section 4.6; however, SILVER LAKE shall
continue to pay all undisputed amounts and shall pay the disputed amount under protest
while the dispute is pending. Any agreed or finally determined overpayment shall be
credited promptly. If either Party fails to comply with the deadlines provided in this Section
5.5, then that Party shall be deemed to have waived its objections and the amount in dispute
Page 6 of 19

will either be credited to SILVER LAKE, or the amount invoiced will become immediately
due and payable to AKRON without further dispute or delay.
5.6

Payment Default: If SILVER LAKE fails to make a payment required by this Section,
AKRON shall give written notice of the failure. SILVER LAKE shall have thirty (30) days
after receipt to cure. If SILVER LAKE does not cure, the failure constitutes a material
breach not subject to the mandatory mediation provisions of Section 4.6, and AKRON may
pursue available remedies, including suspension or termination after providing any
additional notice required by law. STOW shall have no liability whatsoever for SILVER
LAKE’s payment obligations under this Agreement.

5.7

The Transmission Credit described in Section 19 is separate from SILVER LAKE’s
payment obligations. SILVER LAKE shall be billed only for actual or properly estimated
consumption at the Master Meter, not for the additional ten percent (10%) transmission
allowance credited to STOW.

Section 6. Additional Consideration
6.1

Income Tax Revenue Sharing: In addition to the charges in Section 5, SILVER LAKE will
pay AKRON an amount equal to one and seventy-five one-hundredths percent (1.75%) of
SILVER LAKE’s Covered Income Tax Collections for each calendar year during the Term.
For avoidance of doubt, 1.75% is the percentage applied to qualifying collections and is not
a municipal income tax rate.
6.1.1

The revenue-sharing amount shall be paid semi-annually. SILVER LAKE shall pay
AKRON by July 30 for Covered Income Tax Collections received from January 1
through June 30, and by January 30 for Covered Income Tax Collections received
from July 1 through December 31 of the preceding year.

6.1.2

By March 31 of each year, SILVER LAKE’s fiscal officer shall provide AKRON a
written certification of the prior calendar year’s total municipal income tax
collections, refunds, then-current tax rate, Covered Income Tax Collections,
calculation of the 1.75% payment, and amounts previously remitted. Any true-up
shall be paid or credited within thirty (30) days of March 31st.

6.1.3

If SILVER LAKE’s municipal income tax rate ever exceeds 2.0%, the revenue
sharing due AKRON shall be limited and capped at 1.75% of the Base Income Tax
Rate of 2%. If SILVER LAKE’s municipal income tax ever decreases below 2.0%,
the revenue-sharing amount paid to AKRON will remain at 1.75% of the Base Income
Tax Rate of 2%.

6.2 Tax Restructuring or Replacement: If applicable law eliminates municipal income taxes, the
Parties will promptly and in good faith negotiate a lawful replacement payment methodology
that provides AKRON with a substantially equivalent economic benefit to that contemplated
by Section 6.1 immediately before the change in law.

Page 7 of 19

Beginning on the effective date of the elimination of municipal income taxes, SILVER LAKE
shall continue making monthly payments to AKRON in an amount equal to the payment that
was due under Section 6.1 for the corresponding calendar month of the immediately preceding
year. Such interim payments shall continue until the earlier of: (a) the effective date of a
written amendment establishing the replacement payment methodology; or (b) one hundred
eighty (180) calendar days after the effective date of the change in law.
Any replacement payment methodology shall be set forth in a written amendment executed
by both Parties. If the Parties do not execute such an amendment within the one-hundredeighty-day period, the interim payments described above shall cease, and a two-year transition
period shall immediately commence to permit SILVER LAKE to identify and secure an
alternate water supplier (the “Transition Period”). During the Transition Period, SILVER
LAKE shall pay for water service at a rate equal to AKRON’s then-current applicable water
rate, plus an additional sixty percent (60%), together with all other fees, charges, and
adjustments otherwise applicable under this Agreement.
Unless the Parties execute a written amendment providing otherwise, this Agreement shall
automatically terminate in its entirety upon expiration of the two-year Transition Period,
without the need for further notice, subject to any notice or other requirements imposed by
applicable law. Termination shall not affect any payment or other obligation that accrued
before the effective date of termination.

6.3

Records and Audit: SILVER LAKE shall maintain records sufficient to verify the revenuesharing calculation for at least seven (7) years. Upon reasonable notice, AKRON may audit
those records during normal business hours. AKRON shall protect taxpayer information as
required by law and shall use the information solely to administer this Agreement or
otherwise fulfill its legal and regulatory obligations.

6.4

Opportunity to Cure: If SILVER LAKE fails to timely make a payment required by this
Section, AKRON shall give written notice. SILVER LAKE shall have thirty (30) days after
receipt to cure. Failure to cure constitutes a material breach not subject to the mandatory
mediation provisions of Section 4.6.

Section 7. Ownership and Operation of Water Facilities
7.1

SILVER LAKE shall continue to own, operate, maintain, repair, replace, manage, and
control the Silver Lake System, including customer service lines and meters, customer
billing and collection, retail rate-setting, fire hydrants, and all regulatory compliance
responsibilities applicable to SILVER LAKE and the Silver Lake System. Neither AKRON
Page 8 of 19

nor STOW assumes any such responsibility and SILVER LAKE hereby releases AKRON
and STOW from the same to the fullest extent permitted by law.
7.2

AKRON shall remain responsible for the operation and maintenance of water facilities
owned or controlled by AKRON. STOW shall remain responsible for the operation and
maintenance of the Stow System. Except as expressly stated in this Agreement, no Party is
responsible for constructing, reconstructing, repairing, maintaining, operating, or replacing
facilities owned or controlled by another Party.

7.3

SILVER LAKE shall provide AKRON and STOW with advanced written notice of its intent
to alter the Silver Lake System that could impact the Stow System or AKRON’s provision
of water service. Further, SILVER LAKE will provide AKRON and STOW with current
drawings and, within two (2) months after completion, as-built drawings of any material
change to the Silver Lake System that affects the Master Meter, Point of Delivery,
authorized demand, water quality, backflow protection, or the hydraulic operation of the
Stow System.

Section 8. Master Meter and Metering
8.1

All water furnished under this Agreement shall pass through and be measured by the single
twelve-inch (12-inch) Master Meter at or near the Point of Delivery. The Master Meter shall
use automatic recording and telemetry equipment acceptable to AKRON and STOW.
AKRON shall read the Master Meter at least monthly at a regular time. Representatives of
SILVER LAKE and STOW may observe readings and inspect the records without delaying
or interfering with AKRON's work.

8.2

Unless the Parties otherwise agree in writing, SILVER LAKE shall, at its sole expense,
design, acquire, construct, and install in an operable manner, the Master Meter contemplated
by this Section 8. Thereafter, AKRON shall, at its sole expense, own, maintain, repair,
replace, and secure the Master Meter, meter vault, telemetry, and related connection
facilities on property or within easements. The equipment and installation shall comply with
AKRON and STOW standards and are subject to the prior written approvals of the AKRON
Director of Public Service and the appropriate STOW official, which approval shall not be
unreasonably withheld.

8.3

STOW and SILVER LAKE shall have reasonable access to the Master Meter, vault,
telemetry, valves, and related facilities upon advanced reasonable request and during
normal business hours. Except in an emergency, which must be demonstrated by objective
evidence, SILVER LAKE or STOW shall provide AKRON at least seventy-two (72) hours’
advance notice of any request for onsite inspection or visit.

8.4

The Master Meter shall be tested for accuracy at least once each year by AKRON using
approved methods and the meter manufacturer’s recommendations, which shall be at
AKRON’s cost. Upon request, SILVER LAKE will be provided with the results of said
annual testing. SILVER LAKE or STOW may request an additional annual test; however,
Page 9 of 19

the cost of such additional test shall be born solely by the requesting Party. In the event that
an annual test establishes an error outside the manufacturer’s accepted tolerance, the Parties
will make an equitable billing and credit adjustment for a period not exceeding six (6)
months unless a longer period of error is established by clear and convincing evidence.
8.5

AKRON shall promptly perform necessary repairs. If AKRON fails to perform reasonably
necessary work within a reasonable time after notice, SILVER LAKE or STOW may
perform the work required to protect their systems or restore accurate metering, and
AKRON shall pay the performing Party’s reasonable actual cost plus fifteen percent (15%).

8.6

If the Master Meter fails or does not accurately record flow, consumption for the affected
period shall be determined using the average flow for a comparable period immediately
before or after restoration, not exceeding one year, adjusted for known operational changes.
If the failure exceeds one year, the corresponding prior-year period or another reasonable
engineering estimate shall be used. The same determined consumption shall be used for
SILVER LAKE’s invoice and STOW’s Transmission Credit.

8.7

The Master Meter shall be a single billing unit. SILVER LAKE shall not bypass the Master
Meter or take water furnished under this Agreement through an unmetered connection.

Section 9. Rules, Regulations, and Regulatory Compliance
9.1

The Parties shall comply with all applicable federal and state drinking water laws, permits,
orders, and rules and shall operate the Silver Lake System in accordance with generally
accepted water-utility practices. SILVER LAKE is solely responsible for all sampling,
monitoring, reporting, public notification, consumer confidence reporting, operator
certification, recordkeeping, customer billing, and other regulatory obligations assigned by
law to SILVER LAKE or its public water system.

9.2

Any modification, repair, or improvement affecting the Master Meter, Point of Delivery, or
the AKRON or STOW systems shall comply with the then-current written specifications,
construction standards, and reasonable operating requirements of AKRON and STOW. If
those requirements conflict, the Parties shall promptly confer, and the requirement
necessary to protect public health and the affected system shall control unless the Parties
agree otherwise in writing.

9.3

SILVER LAKE shall implement and enforce a backflow prevention and cross-connection
control program consistent with Ohio Environmental Protection Agency requirements and
reasonably acceptable to AKRON and STOW.

9.4

If a condition in the Silver Lake System threatens compliance by AKRON or STOW with
a drinking water permit or legal requirement, AKRON or STOW may give SILVER LAKE
written notice and a reasonable opportunity to correct the condition. If SILVER LAKE fails
to correct it, the affected Party may enter public rights-of-way or other areas lawfully
available to it and take reasonable protective action. SILVER LAKE shall reimburse all

Page 10 of 19

reasonable costs caused by its failure, except to the extent the condition was caused by the
acting Party.
Section 10. Water Main Extensions and Modifications
10.1 SILVER LAKE shall not extend, materially modify, or upsize a water main or facility in a
manner that affects the Master Meter, Point of Delivery, authorized demand, water quality,
or the hydraulic operation of the Stow System without advance written notice to AKRON
and STOW.
10.2 Plans and projected demand for a proposed extension or modification requiring notice shall
be submitted to the AKRON Director of Public Service and the appropriate STOW official
at least thirty (30) business days before construction or contract award. Review shall be
limited to reasonable engineering, water-quality, capacity, system-integrity, and servicearea concerns.
10.3 No extension or modification may be used to furnish water outside the Silver Lake Service
Area unless the Parties first amend this Agreement under Section 3.2.
10.4 A dispute regarding plan review shall be referred to a three-person technical panel
consisting of one representative designated by each Party. The panel shall meet promptly,
engage in good-faith technical discussion, and issue a majority decision within fifteen (15)
days after the meeting, unless the Parties extend the time by written agreement. This process
does not prevent emergency relief.
10.5 Each Party shall bear the operation, maintenance, and repair cost of facilities it owns, except
as expressly provided otherwise.
Section 11. Future Construction and Connection Facilities
11.1 SILVER LAKE shall give AKRON and STOW written notice and complete plans for
construction of any connection, Master Meter facilities, or another project affecting the
Akron or Stow Systems. Plans shall be submitted at least thirty (30) business days before
construction or award of a contract.
11.2 Unless the Parties execute a separate written cost-sharing agreement, SILVER LAKE shall
bear the cost of facilities constructed solely to connect or serve the Silver Lake System. No
Party is obligated by this Agreement to fund or construct a capital improvement in or to
another Party’s system.
11.3 STOW, in consultation with SILVER LAKE, shall have the right to directly inspect and
approve any physical connection to the Stow System. SILVER LAKE shall reimburse
STOW for its reasonable actual costs of inspection plus fifteen percent (15%), unless the
Parties otherwise agree to a different allocation in writing. AKRON may also inspect
construction affecting its system, but inspection or failure to inspect by either STOW or
AKRON does not relieve SILVER LAKE or its agents of responsibility for proper
construction.
Page 11 of 19

11.4 If additional pumping, pressure control, storage, transmission, or other improvements are
later determined to be reasonably necessary to accommodate SILVER LAKE without
unreasonably adversely affecting STOW customers, the Parties shall collaborate in good
faith to define the project, schedule, ownership, and cost allocation in a separate written
agreement.
11.5 Within ninety (90) days after completion of construction affecting this Agreement, SILVER
LAKE shall furnish AKRON and STOW complete as-built drawings and relevant operating
information.
Section 12. Fire Service and Right of Inspection
12.1 SILVER LAKE is solely responsible for fire hydrants and fire service within the Silver
Lake Service Area, including adequacy of fire flow and pressure, system design, operation,
maintenance, repair, testing, and inspection. AKRON supplies Surplus Water and STOW
transmits water, but neither provides fire protection or guarantees that the Silver Lake
System will provide adequate fire service. To the fullest extent permitted by law, SILVER
LAKE releases AKRON and STOW from all claims arising from the adequacy or operation
of fire service or the Silver Lake System, except to the extent caused by the negligence,
willful misconduct, or breach of the released Party.
12.2 Each Party shall have the right at reasonable times and upon reasonable notice to inspect
and audit the books, records, meter data, and other information of another Party that directly
bears upon invoices, the Income Tax Revenue Sharing payment, the Transmission Credit,
or compliance with this Agreement. Confidential and other sensitive or legally protected
information shall be withheld as required by law.
Section 13. Akron, Stow, and Silver Lake Systems
13.1 The charges and revenue sharing payable by SILVER LAKE and the Transmission Credit
provided to STOW constitute full, just, and reasonable compensation for the services and
system use expressly required by this Agreement, except for separately authorized
construction, repair, emergency, or other work.
13.2 Neither SILVER LAKE nor STOW shall acquire any ownership or financial interest, by
operation of this Agreement or an act performed under it, in AKRON’s reservoirs, treatment
and pumping facilities, transmission and distribution facilities, lands, funds, or other real or
personal property including any property comprising AKRON’s water system.
13.3 Neither AKRON nor SILVER LAKE shall acquire any ownership or financial interest in
the Stow System, STOW lands, funds, or other real or personal property.
13.4 Neither AKRON nor STOW shall acquire any ownership or financial interest in the Silver
Lake System, SILVER LAKE lands, funds, or other real or personal property.
13.5 The Parties are independent municipal corporations. References to cooperation,
collaboration, or regional partnership describe intergovernmental objectives and do not
Page 12 of 19

create a legal partnership, joint venture, agency, fiduciary relationship, or authority for one
Party to bind another.
Section 14. Notice of Water Quality Issues or Regulatory or Legal Action
14.1 AKRON shall promptly notify STOW and SILVER LAKE of a known or reasonably
suspected water-quality condition in the Akron Water System that could materially affect
the health of customers in the Silver Lake Service Area or compliance by STOW or
SILVER LAKE.
14.2 STOW shall promptly notify AKRON and SILVER LAKE of a known or reasonably
suspected condition in the Stow System that could materially affect water delivered to the
Master Meter, the health of SILVER LAKE customers, or compliance by AKRON or
SILVER LAKE.
14.3 SILVER LAKE shall promptly notify AKRON and STOW of a known or reasonably
suspected condition in the Silver Lake System that could cause backflow, contamination,
abnormal demand, or another material effect on the Akron or Stow Systems.
14.4 Each Party shall give the other Parties reasonably prompt notice of a regulatory
investigation, notice of violation, administrative order, consent decree, or litigation that
directly concerns water furnished or transmitted under this Agreement or could materially
affect performance. An unintentional failure to provide advance notice shall not by itself
constitute a material breach of this Agreement.
Section 15. Compliance with Grants
15.1 Upon reasonable request, the Parties shall cooperate in applying for federal, state, or other
grants or subsidies for projects concerning water supply, treatment, pumping, transmission,
metering, reliability, or distribution that benefit the regional arrangement. A grant award
shall not modify this Agreement unless all Parties approve a written amendment.
Section 16. Use of Water Outside the Silver Lake Service Area
16.1 SILVER LAKE shall not sell, resell, furnish, or transport water purchased under this
Agreement to any person, property, firm, corporation, or governmental entity outside the
Silver Lake Service Area without the prior written approval of AKRON and STOW and an
amendment authorized by the legislative body of each Party.
16.2 SILVER LAKE may provide temporary emergency mutual-aid water outside the Silver
Lake Service Area only when necessary to protect public health or safety, only for the
duration of the emergency, and only after notice to AKRON and STOW as soon as
practicable. Emergency mutual aid does not create a right to permanent or recurring
extraterritorial service. Any water utilized as temporary emergency mutual-aid shall be paid
for, in full, by SILVER LAKE.

Page 13 of 19

Section 17. Use of Stow Facilities and Regional Transmission
17.1 During the Term, STOW grants AKRON the right to use the Stow System for the purpose
of transmitting AKRON water to the Master Meter for use within the Silver Lake Service
Area. This right is in addition to AKRON’s other transmission rights under the Akron-Stow
Agreement.
17.2 STOW shall operate the Stow System in the ordinary course and shall reasonably cooperate
with AKRON and SILVER LAKE regarding pumping schedules, valve operations, planned
maintenance, meter data, and other operating matters needed to transmit water. AKRON
and SILVER LAKE shall likewise cooperate so that transmission reasonably limits
disruption to STOW customers and the public.
17.3 The Parties acknowledge and agree that the transmission of up to 500,000 gallons per day
on an annual average basis through the single Master Meter does not constitute an
unreasonable adverse impact on STOW customers. If STOW reasonably believes, based on
contemporaneous operating data, that transmission is causing a material adverse impact,
STOW shall provide the data to AKRON and SILVER LAKE and the Parties shall promptly
confer regarding reasonable operational or capital measures. STOW may take temporary
action without advance notice when reasonably necessary to address an imminent threat to
public health, safety, or system integrity, but shall notify the other Parties as soon as
practicable.
17.4 Neither SILVER LAKE or STOW shall unreasonably withhold permits, access, or
approvals within public streets or rights-of-way that are reasonably necessary for the
connection, metering, maintenance, repair, or transmission contemplated by this
Agreement. SILVER LAKE is responsible for acquiring private-property rights and
easements needed for its facilities unless the Parties agree otherwise.
17.5 Subject to the obligations and conditions contained herein, AKRON shall have the right to
use the Silver Lake System, including water supply facilities owned or controlled by
SILVER LAKE and its agents, for the purpose of transmitting water to any firm, person,
corporation, property, or governmental subdivision or entity located outside the Silver Lake
Service Area (the “Akron Transmission Right”).
17.6 SILVER LAKE shall not be charged for the cost of water moved through the Silver Lake
System pursuant to the Akron Transmission Right. AKRON shall be responsible for the
cost of installing, maintaining, and/or metering necessary to measure water moved through
the Silver Lake System pursuant to the Akron Transmission Right. The Akron Transmission
Right shall not unreasonably adversely impact water service to SILVER LAKE or any
customers within the Silver Lake Service Area. To the fullest extent possible, AKRON
releases SILVER LAKE from all liability or claims that may arise relating to the Akron
Transmission Right.

Page 14 of 19

17.7 The Akron Transmission Right shall result in SILVER LAKE’s master meter consumption
being adjusted by deducting the non-SILVER LAKE meter consumption, plus an additional
ten percent (10%) from the total consumption determined by SILVER LAKE’s master
meter. This consumption adjustment shall constitute full compensation for the transmission
of water through the Silver Lake System.
17.8 To the extent permitted by law, AKRON shall release STOW and SILVER LAKE from
third-party claims, costs, losses, damages, or obligations arising directly from AKRON’s
exercise of the Akron Transmission Right, except to the extent caused by STOW or
SILVER LAKE’s negligence, willful misconduct, or breach. SILVER LAKE shall be
responsible for claims arising from the Silver Lake System, its customers, or its use of water
after the Point of Delivery, except to the extent directly caused by AKRON or STOW,
including but not limited to the Akron Transmission Right. Each Party remains responsible
for its own negligence, willful misconduct, and breach.
Section 18. Interruption in Water Service
18.1 AKRON may temporarily shut off, limit, or curtail the supply of water without advance
notice when reasonably necessary for conservation, an emergency, a regulatory directive,
or protection of the Akron Water System. AKRON shall attempt to notify SILVER LAKE
as soon as practicable and, when feasible, explain the basis and expected duration.
18.2 STOW may temporarily interrupt or limit transmission to SILVER LAKE when reasonably
necessary for an emergency, repair, water-quality protection, conservation, or protection of
the Stow System and its customers. STOW shall coordinate with AKRON and SILVER
LAKE and provide notice as soon as practicable.
18.3 For a planned nonemergency interruption, the Party scheduling the work shall provide the
other Parties not less than seven (7) days’ advance notice when reasonably practicable and
shall use reasonable efforts to minimize the duration and customer impact.
18.4 AKRON and STOW do not guarantee fixed pressure or continuous supply. Neither shall be
liable for curtailment or interruption performed in accordance with this Agreement.
SILVER LAKE’s volumetric charge shall reflect only water actually or properly estimated
to have been delivered.
18.5 If AKRON or STOW notifies SILVER LAKE that service is unavailable because of an
emergency, SILVER LAKE may temporarily use an emergency water source. SILVER
LAKE shall notify AKRON and STOW of the source and shall cease using it promptly after
regular service is restored. SILVER LAKE shall not use an emergency source for more than
thirty (30) consecutive days without AKRON’s written consent, which shall not be
unreasonably withheld when continued use is reasonably necessary.
18.6 A Party is excused from performance, other than payment obligations already accrued, to
the extent performance is prevented by an event beyond its reasonable control, including
natural disaster, war, terrorism, labor disruption, cyber incident, supply-chain failure, utility

Page 15 of 19

failure, court order, regulatory action, or other force majeure event, provided the affected
Party gives prompt notice and uses reasonable efforts to mitigate and resume performance.
For purposes of this Section 18.6, “prompt notice” includes any notice actually delivered to
another Party within seven (7) days of the occurrence of the event in question.
Section 19. Stow Transmission Credit
19.1 For each billing period, the consumption otherwise chargeable to STOW under the AkronStow Agreement shall be adjusted by deducting from the total consumption measured by
STOW’s master meter or meters an amount equal to the consumption measured at the Silver
Lake Master Meter plus ten percent (10%) of that measured consumption (the
“Transmission Credit”). Stated differently, the deduction attributable to SILVER LAKE
equals 110% of the actual or properly estimated Silver Lake Master Meter consumption.
19.2 The Transmission Credit is intended to ensure that STOW is not charged for water pushed
through the Stow System but not used by STOW and to provide full compensation to STOW
for ordinary transmission, system wear and tear, loss, and operating impacts associated with
delivery to SILVER LAKE. Neither AKRON nor SILVER LAKE shall owe STOW a
separate transmission fee because of this Agreement.
19.3 The Transmission Credit shall be applied in addition to the adjustments for other nonSTOW metered consumption recognized under the Akron-Stow Agreement, as amended.
No volume shall be deducted more than once. AKRON and STOW shall promptly exchange
meter data and reconcile errors.
19.4 If the Master Meter fails, the consumption determined under Section 8.6 shall be used for
both SILVER LAKE’s invoice and the Transmission Credit. A later correction to SILVER
LAKE’s billed consumption shall result in a corresponding correction to STOW’s credit.
Section 20. Notice Procedures
20.1 Notice required by this Agreement shall be in writing. Routine operational notices may be
delivered by email to the contacts designated by the Parties. A notice of breach, termination,
cancellation, rate adjustment, or formal dispute shall be delivered personally, by nationally
recognized overnight courier, or by certified or registered United States mail, return receipt
requested, and may also be sent by email.
20.2 Notices shall be directed as follows, or to another address or official designated by written
notice:
20.2.1 To AKRON: Director of Public Service, City of Akron, 161 S. High Street, 2nd Floor,
Akron, Ohio 44308, with a copy to the Director of Law, City of Akron, 172 S.
Broadway Street, Suite 200, Akron, Ohio 44308.
20.2.2 To SILVER LAKE: Mayor and Director of Public Service, Village of Silver Lake,
2961 Kent Road, Silver Lake, Ohio 44224, with a copy to the Director of Law.

Page 16 of 19

20.2.3 To STOW: Mayor or Director of Public Service, City of Stow, 3760 Darrow Road,
Stow, Ohio 44224, with a copy to the Director of Law.
20.3 A mailed notice is deemed received on actual delivery or refusal. An overnight-courier
notice is deemed received on the documented delivery date. An email operational notice is
deemed received when transmitted without a delivery-failure message, but email alone is
not sufficient for a formal notice identified in Section 20.1.
Section 21. Emergency Connection
21.1 The Parties acknowledge and agree that SILVER LAKE intends to install a second,
emergency-only, water service connection on Kent Road/Route 59. SILVER LAKE agrees
that this connection will only be activated and utilized in the event that the primary
connection to the Stow System on Graham Road fails. Consumption for the affected period
shall be determined using the average flow for a comparable period immediately before or
after restoration, adjusted for known operational changes. If, for whatever reason, average
flow is not a suitable benchmark, the Parties will utilize a reasonable engineering estimate
to calculate use.
Section 22. Miscellaneous
22.1 Severability: If a covenant, condition, provision, or application of this Agreement is held
invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall
remain in effect, except when the invalid provision substantially defeats the essential
exchange of consideration, including payment and revenue sharing, and cannot reasonably
be cured.
22.2 Waiver: A waiver of a breach is not a continuing waiver and does not waive a later breach
of the same or another provision. A waiver is effective only if in writing and signed by the
waiving Party.
22.3 No Assumption of Obligations: A Party does not assume another Party’s contractual, legal,
financial, or regulatory obligations except as expressly stated in this Agreement.
22.4 Entire Agreement and Related Instruments: This Agreement, its exhibits, and the
contemporaneous amendment to the Akron-Stow Agreement state the entire agreement
among the Parties regarding wholesale water service to SILVER LAKE and supersede prior
communications on that subject. As between AKRON and STOW, the Akron-Stow
Agreement remains in effect, as amended.
22.5 Nondiscrimination: No person shall, on a ground prohibited by any applicable law, be
excluded from participation in, denied the benefits of, or subjected to discrimination under
a program or activity made possible by this Agreement. Each Party shall perform its
responsibilities in compliance with applicable civil-rights laws.

Page 17 of 19

22.6 Assignment: No Party may assign this Agreement or a right, benefit, or obligation under it
without the advance written consent of all other Parties and any legislative authorization
required by law.
22.7 Governing Law and Venue: Ohio law governs this Agreement. Exclusive venue for a
judicial action arising from this Agreement lies in the Summit County Court of Common
Pleas, and the Parties consent to the exclusive jurisdiction and venue of the same.
22.8 Amendment: This Agreement may be formally amended only by a writing executed by all
Parties after any required legislative authorization.
22.9 Counterparts and Electronic Signatures: This Agreement may be executed in counterparts,
each of which is deemed an original and all of which constitute one instrument. Electronic
and PDF signatures may be treated as originals to the extent permitted by law.
22.10 No Third-Party Beneficiaries: This Agreement is solely for the benefit of the Parties and
does not create a contractual right in a retail customer, property owner, contractor, or other
third party.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the
Effective Date.
CITY OF AKRON, OHIO

CITY OF STOW, OHIO

By: ______________________________

By: ______________________________

Name: Shammas Malik

Name: John Pribonic

Title: Mayor

Title: Mayor

Date: _____________________________

Date: _____________________________

Approved as to form and correctness:

Approved as to form and correctness:

__________________________________
Director of Law, City of Akron, Ohio

__________________________________
Director of Law, City of Stow, Ohio

Page 18 of 19

VILLAGE OF SILVER LAKE, OHIO
By: ______________________________
Name: Therese Dunphy
Title: Mayor
Date: _____________________________
Approved as to form and correctness:
__________________________________
Director of Law, Village of Silver Lake,
Ohio

Page 19 of 19