Village Council

Village of Ada Regular Council Meeting Agenda January 20, 2026, 6:30p.m. Municipal Building, Council Chambers 115 W. Buckeye Ave, Ada, Ohio Call To Order: Mayor Dave Retterer Pledge of Allegiance Roll Call Additions or changes to the agenda. Approval of Agenda Approval of Minutes: Regular Council Meeting of January 2, 2026 Claims Registers: 2026-2A $16,837.62 2026-2B $ 60,870.01 Payroll 1.16.26 2026-2C $ To be distributed Open Floor to Public: Mayor’s Comments: Resolutions: Ordinances: Old Business: New Business: •Board of Zoning Appeals appointments and Council’s approval: Amber Simon, 3-year term, Bob Kipker, 2-year term, Arric Buxton, 1-year term, and Peg Gordon, Alternate. •Review Village Cyber Security Policy - Executive Session under RC 121.22(g)(6) Committee Reports: Safety, Ms. Coressel: •Executive Session under RC 121.22(g)(1) Personnel, Ms. Mason: Streets, Mr. Rowe: Finance, Mr. Campbell: Page 1 of 2 Buildings and Grounds, Mr. Beck: Utilities: Mr. Wells: HydroCorp Backflow Prevention Agreement Fiscal Officer’s Report: Patty Navin: Police Chief’s Report: Alec Cooper: •2025 Year End Report. Zoning Inspector’s Report: None Code Enforcement Officers Report: None Village Administrator’s Report: Amanda Sears Legal Counsel’s Report: Jane Napier Executive Session (if needed) per ORC:_________ Time in:_________ Time Out: ___________ Any Other Village Business: Adjournment 2026 Upcoming Meetings and Events: Date Event Time Location____________ Jan. 20, 2026 Regular Council Meeting 6:30 pm Municipal Building Jan. 21, 2026 Ada Community Impro. Corp. 12:00 pm Ada Depot Feb. 3, 2026 Regular Council Meeting 6:30 pm Municipal Building Feb. 16, 2026 Ada-Liberty Ambulance Dist. 5:30 pm 530 N. Gilbert St., Ada, OH Feb. 17, 2026 Regular Council Meeting 6:30 pm Municipal Building Feb. 20, 2026 Tree Commission 9:00 am Municipal Building Page 2 of 2  Village of Ada Council Meeting Minutes January 6, 2026 6:30 pm Municipal Building, Council Chambers 115 W. Buckeye Ave, Ada, OH Page 1 of 4 REGULAR COUNCIL MEETING CALL TO ORDER: Mayor Retterer called the meeting to order at 6:30 pm. All recited the Pledge of Allegiance. ROLL CALL: Council members Mr. Beck, Mr. Campbell, Ms. Coressel, Ms. Mason, Mr. Rowe, and Mr. Wells were present on roll call. OTHER VILLAGE OFFICIALS PRESENT: Village Administrator Amanda Sears, Fiscal Officer Patty Navin, Police Chief Alec Cooper, and Village Solicitor Jane Napier. OTHERS PRESENT: Kevin Wagner, Alec Keller – Ada Icon, and Joel McCullough – Kenton Times. APPROVAL OF AGENDA: Motion to approve amended agenda to include Report of Organizational Meeting and Claims Register 2026-1D in the amount of $40,318.17. 1st: Ms. Coressel 2nd: Mr. Campbell Discussion: None Roll Call: Six ayes, with Mr. Campbell, Ms. Coressel, Ms. Mason, Mr. Rowe, Mr. Wells, and Mr. Beck voting aye. Motion carried Mr. Campbell presented the Council’s Organizational meeting as follows: COUNCIL PRESIDENT’S REPORT: Adoption of Rules: Roberts Rules of Order Election of Council President Jason Campbell Location of Regular Council Meetings Council Chambers Date of Regular Council Meetings 1st and 3rd Tuesdays, monthly Time of Regular Council Meetings 6:30 pm Committee of the Whole Committee of the Whole Location of Committee Meetings Council Chambers Appointment of Parliamentarian Jane Napier VILLAGE COUNCIL APPOINTMENTS: Finance Committee: Jason Campbell, Chair Streets Committee: Lucas Rowe, Chair Buildings & Grounds: Sean Beck, Chair Safety: Sheila Coressel, Chair Personnel: Linda Mason, Chair Utilities: Xander Wells, Chair Economic Development: Jason Campbell Ambulance Board Council Sheila Coressel Representative:  Village of Ada Council Meeting Minutes January 6, 2026 6:30 pm Municipal Building, Council Chambers 115 W. Buckeye Ave, Ada, OH Page 2 of 4 Planning Commission Council Sean Beck Representative: Negotiation Committee Enterprise Zone: Jason Campbell, All Council Members Enterprise Review Committee: Jason Campbell, All Council Members Discussion: None APPROVAL OF MINUTES from Regular Council meeting on December 16, 2025: 1st : Mr. Beck 2nd : Mr. Campbell Discussion: None Roll Call: Six ayes, with Ms. Coressel, Ms. Mason, Mr. Rowe, Mr. Wells, Mr. Beck, and Mr. Campbell voting aye. Motion carried. CLAIMS REGISTER: 2026-1A in the amount of $39,599.06 was presented for discussion. 1st: Ms. Coressel 2nd: Mr. Beck Discussion: Ms. Coressel asked for whom the refrigerator was purchased. Ms. Navin noted that it was for WWTP for their lab to replace an older, smaller one. Roll Call: Six ayes, with Ms. Mason, Mr. Rowe, Mr. Wells, Mr. Beck, Mr. Campbell, and Ms. Coressel voting aye. Motion carried. 2026-1B in the amount of $64,036.14 was presented for discussion. 1stMr. Beck 2nd: Ms. Mason Discussion: None Roll Call: Six ayes, with Mr. Rowe, Mr. Wells, Mr. Beck, Mr. Campbell, Ms. Coressel, and Ms. Mason voting aye. Motion carried. 2026-1C in the amount of $62,498.61 was presented for discussion. 1st: Ms. Mason 2nd: Mr. Beck Discussion: None Roll Call: Six ayes, with Mr. Wells, Mr. Beck, Mr. Campbell, Ms. Coressel, Ms. Mason, and Mr. Rowe voting aye. Motion carried. 2026-1D in the amount of $40,318.17 was presented for discussion. 1st: Mr. Wells 2nd: Mr. Rowe Discussion: None Roll Call: Six ayes, with Mr. Beck, Mr. Campbell, Ms. Coressel, Ms. Mason, Mr. Rowe, and Mr. Wells voting aye. Motion carried. OPEN TO THE FLOOR: Mr. Wagner requested that the rules for the US Flag be followed as there is no spotlight on the flag. If there is no spotlight, than it should be taken down at sundown each evening.  Village of Ada Council Meeting Minutes January 6, 2026 6:30 pm Municipal Building, Council Chambers 115 W. Buckeye Ave, Ada, OH Page 3 of 4 Mr. Wagner requested the 2025 water consumption report and related revenue be forwarded. Mr. Wagner requested that documents be able to be independently verified. MAYOR’S COMMENTS: Mayor Retterer provided an annual report to Council on the State of Ada which is attached in its entirety. RESOLUTIONS: None ORDINANCES: None OLD BUSINESS: None. NEW BUSINESS: None COMMITTEE REPORTS: SAFETY: Ms. Coressel: No meeting, no report. PERSONNEL: Ms. Mason: No meeting, no report. STREETS: Mr. Rowe: No meeting, no report. FINANCE: Mr. Campbell: No meeting, no report. BUILDINGS & GROUNDS: Mr. Beck: No meeting, no report. UTILITIES: Mr. Wells: No meeting, no report: FISCAL OFFICER’S REPORT: Ms. Navin: Bank Reconciliations for December 2025 have been provided to Council for review. 4th Quarter Federal income tax report and State Unemployment reports have been filed. Working on year end for Hinkle report and W-2s and 1099s. POLICE CHIEF’S REPORT: Chief Cooper reported that since the last Council meeting there have been 117 calls for service, taking 9 incident and offense report and 2 vehicle accident reports. •Chief Cooper noted that Officer Everhard was recognized for apprehending a burglary suspect. ZONING INSPECTOR’S REPORT: Ms. Chambers provided a 2025-year end report for Zoning, and the 4th quarter activity report which were included in Council packets. . CODE ENFORCEMENT REPORT: None  Village of Ada Council Meeting Minutes January 6, 2026 6:30 pm Municipal Building, Council Chambers 115 W. Buckeye Ave, Ada, OH Page 4 of 4 VILLAGE ADMINISTRATOR’S REPORT: • Ms. Sears presented an agreement with HydroCorp for backflow prevention services. Discussion regarding the indemnification clause, the cost for the additional taps over the maximum 94 stated in the agreement and the dates needing to be updated. Will bring back to Council at the next meeting with agreement changes. LEGAL COUNSEL: No report. ANY OTHER VILLAGE BUSINESS: None ADJOURNMENT: 1st: Mr. Beck 2nd: Ms. Mason Discussion: None Roll Call: Six ayes, with Mr. Beck, Mr. Campbell, Ms. Coressel, Ms. Mason, Mr. Rowe, and Mr. Wells voting aye. Motion carried. Time: 7:24 p.m. Date Passed: ______________________ Attest: ________________________ ___ ______________________________________ Fiscal Officer Mayor  CLAIMS REGISTER 2026-2A Council 1.20.26 Ada OH Packet: APPKT01491 - Council 1.20.26 Claims Register 2026-2A Vendor Name Payment Number Description (Item) Account Name Account Number Amount Vendor: ADA AUTOMOTIVE ADA AUTOMOTIVE 60695 2022- Ford Police Int.- Mount… VEHICLE REPAIR & MAINTEN… 101-21-11-5-2220 119.48 Department 21 - POLICE Total: 119.48 ADA AUTOMOTIVE 60695 2006-F-250 Super Duty- Repl… VEHICLE REPAIR & MAINTEN… 201-31-62-5-2220 273.87 ADA AUTOMOTIVE 60695 Dodge Promaster- mount and… VEHICLE REPAIR & MAINTEN… 201-31-62-5-2220 154.50 Department 31 - STREET Total: 428.37 Vendor ADA AUTOMOTIVE Total: 547.85 Vendor: ALLEN COUNTY AWARDS, LLC ALLEN COUNTY AWARDS, LLC 60696 Council Name Plates, Rowe &… OFFICE SUPPLIES 101-10-71-5-4410 16.00 Department 10 - ELECTED OFFICIALS Total: 16.00 Vendor ALLEN COUNTY AWARDS, LLC Total: 16.00 Vendor: AMERICAN ELECTRIC POWER AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC 101-17-73-5-2240 1,305.82 Department 17 - BLDGS & GROUNDS Total: 1,305.82 AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC - STREET LIGHTS 240-31-13-5-2242 4,538.03 Department 31 - STREET Total: 4,538.03 AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC - TRAFFIC SIGNALS 202-37-65-5-2241 52.82 Department 37 - HIGHWAY Total: 52.82 AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC 250-51-34-5-2240 369.20 Department 51 - POOL Total: 369.20 AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC 501-81-53-5-2240 5,409.99 Department 81 - WATER Total: 5,409.99 AMERICAN ELECTRIC POWER 60697 Electric ELECTRIC 530-85-54-5-2240 434.74 Department 85 - SEWER Total: 434.74 Vendor AMERICAN ELECTRIC POWER Total: 12,110.60 Vendor: BROWN SUPPLY COMPANY BROWN SUPPLY COMPANY 60698 Toilet Paper and Paper towels JANITORIAL SUPPLIES 501-81-53-5-4417 113.63 Department 81 - WATER Total: 113.63 Vendor BROWN SUPPLY COMPANY Total: 113.63 Vendor: CAPPIE'S SPORTSWEAR CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 CAPPIE'S SPORTSWEAR 60699 Flexvit nu cap embroidery CLOTHING ALLOWANCE 101-21-11-5-1240 26.00 Department 21 - POLICE Total: 208.00 Vendor CAPPIE'S SPORTSWEAR Total: 208.00 Vendor: CLEMANS-NELSON & ASSOCIATES, INC. CLEMANS-NELSON & ASSOCI… 60700 January Retainer OTHER PROF SERVICES 101-11-71-5-3330 125.00 Department 11 - ADMIN Total: 125.00 Vendor CLEMANS-NELSON & ASSOCIATES, INC. Total: 125.00 Vendor: COMMERCE CONTROLS INC. COMMERCE CONTROLS INC. 60701 DO Checkout PLANT REPAIR & MAINTENA… 530-85-54-5-2218 680.00 Department 85 - SEWER Total: 680.00 Vendor COMMERCE CONTROLS INC. Total: 680.00 1/16/2026 10:44:23 AM Page 1 of 3 CLAIMS REGISTER 2026-2A Council 1.20.26 Packet: APPKT01491 - Council 1.20.26 Claims Register 2026-2A Vendor Name Payment Number Description (Item) Account Name Account Number Amount Vendor: COMMUNITY MARKET COMMUNITY MARKET 60702 12- Gallons Distilled Water LAB SUPPLIES 501-81-53-5-4412 20.28 Department 81 - WATER Total: 20.28 Vendor COMMUNITY MARKET Total: 20.28 Vendor: D'ARCA. RICK D'ARCA. RICK 60703 Deposit Refunds REFUNDS 101-61-41-5-3375 500.00 Department 61 - ZONING Total: 500.00 Vendor D'ARCA. RICK Total: 500.00 Vendor: GIBBS, MICHEAL GIBBS, MICHEAL 60704 Water Reclamation 3 cert &… OTHER PROF SERVICES 530-85-54-5-3330 314.00 Department 85 - SEWER Total: 314.00 Vendor GIBBS, MICHEAL Total: 314.00 Vendor: GOLDEN GRAPHICS, LTD. GOLDEN GRAPHICS, LTD. 60705 Parking Violation Tickets, 2-p… PRINTING 101-21-11-5-3350 111.00 Department 21 - POLICE Total: 111.00 Vendor GOLDEN GRAPHICS, LTD. Total: 111.00 Vendor: GRAINGER INC GRAINGER INC 60706 Sewer Nozzle, Shop Vac. Kit, … OPERATING SUPPLIES 501-81-53-5-4415 306.31 Department 81 - WATER Total: 306.31 Vendor GRAINGER INC Total: 306.31 Vendor: GREAT LAKES COMMUNITY ACTION PARTNERSHIP INC GREAT LAKES COMMUNITY … 60707 GIS Quarterly GIS Coop Fee (… TECH - PROF SERV 501-81-53-5-3310 1,004.45 Department 81 - WATER Total: 1,004.45 Vendor GREAT LAKES COMMUNITY ACTION PARTNERSHIP INC Total: 1,004.45 Vendor: HOFFMAN ANALYTIC SERVICES, INC HOFFMAN ANALYTIC SERVIC… 60708 2- Analysis 254611, 2547554 LAB SERVICES 501-81-53-5-3328 30.00 HOFFMAN ANALYTIC SERVIC… 60708 Coliform Analysis LAB SERVICES 501-81-53-5-3328 70.00 Department 81 - WATER Total: 100.00 Vendor HOFFMAN ANALYTIC SERVICES, INC Total: 100.00 Vendor: LARICHE CHEVROLET CADILLAC INC. LARICHE CHEVROLET CADILL… 60709 23 Tahoe- Camshaft replace… VEHICLE REPAIR & MAINTEN… 101-21-11-5-2220 180.00 Department 21 - POLICE Total: 180.00 Vendor LARICHE CHEVROLET CADILLAC INC. Total: 180.00 Vendor: OHIO ASSOCIATION CHIEFS OF POLICE OHIO ASSOCIATION CHIEFS … 60710 Training & Conferences - Poli… TRAINING & CONFERENCES 101-21-11-5-6670 36.00 Department 21 - POLICE Total: 36.00 Vendor OHIO ASSOCIATION CHIEFS OF POLICE Total: 36.00 Vendor: OTTAWA RIVER COALITION OTTAWA RIVER COALITION 60711 2026-Annual Meeting TRAINING & CONFERENCES 101-11-71-5-6670 25.00 Department 11 - ADMIN Total: 25.00 OTTAWA RIVER COALITION 60711 2026-Annual Meeting TRAINING & CONFERENCES 501-81-53-5-6670 25.00 Department 81 - WATER Total: 25.00 Vendor OTTAWA RIVER COALITION Total: 50.00 Vendor: TREASURER STATE OF OHIO-COMMERCE TREASURER STATE OF OHIO-… 60713 Elevator BBS Fee, Certificate … OTHER PROF SERVICES 101-11-71-5-3330 346.25 Department 11 - ADMIN Total: 346.25 TREASURER STATE OF OHIO-… 60712 Boiler Certificate Renewal Fe… OTHER PROF SERVICES 530-85-54-5-3330 68.25 Department 85 - SEWER Total: 68.25 Vendor TREASURER STATE OF OHIO-COMMERCE Total: 414.50 Grand Total: 16,837.62 1/16/2026 10:44:23 AM Page 2 of 3 CLAIMS REGISTER 2026-2A Council 1.20.26 Packet: APPKT01491 - Council 1.20.26 Claims Register 2026-2A Fund Summary Fund Expense Amount 101 - GENERAL FUND 2,972.55 201 - STREET FUND 428.37 202 - HIGHWAY FUND 52.82 240 - SPECIAL ASSESSMNT - STREET LIGHTS 4,538.03 250 - POOL FUND 369.20 501 - WATER FUND 6,979.66 530 - SEWER FUND 1,496.99 Grand Total: 16,837.62 Account Summary Account Number Account Name Expense Amount 101-10-71-5-4410 OFFICE SUPPLIES 16.00 101-11-71-5-3330 OTHER PROF SERVICES 471.25 101-11-71-5-6670 TRAINING & CONFEREN… 25.00 101-17-73-5-2240 ELECTRIC 1,305.82 101-21-11-5-1240 CLOTHING ALLOWANCE 208.00 101-21-11-5-2220 VEHICLE REPAIR & MAIN… 299.48 101-21-11-5-3350 PRINTING 111.00 101-21-11-5-6670 TRAINING & CONFEREN… 36.00 101-61-41-5-3375 REFUNDS 500.00 201-31-62-5-2220 VEHICLE REPAIR & MAIN… 428.37 202-37-65-5-2241 ELECTRIC - TRAFFIC SIG… 52.82 240-31-13-5-2242 ELECTRIC - STREET LIGH… 4,538.03 250-51-34-5-2240 ELECTRIC 369.20 501-81-53-5-2240 ELECTRIC 5,409.99 501-81-53-5-3310 TECH - PROF SERV 1,004.45 501-81-53-5-3328 LAB SERVICES 100.00 501-81-53-5-4412 LAB SUPPLIES 20.28 501-81-53-5-4415 OPERATING SUPPLIES 306.31 501-81-53-5-4417 JANITORIAL SUPPLIES 113.63 501-81-53-5-6670 TRAINING & CONFEREN… 25.00 530-85-54-5-2218 PLANT REPAIR & MAINT… 680.00 530-85-54-5-2240 ELECTRIC 434.74 530-85-54-5-3330 OTHER PROF SERVICES 382.25 Grand Total: 16,837.62 Project Account Summary Project Account Key Expense Amount **None** 16,837.62 Grand Total: 16,837.62 1/16/2026 10:44:23 AM Page 3 of 3  Claims Register 2026-2B Detail Register Ada OH Payroll Summary Packet: PYPKT00714 - PPE 1.10.26 MLC Pay Period: 12/28/2025 - 01/10/2026 Payroll Set: 01 - ADA Males Paid: 14 Females Paid: 9 Total Direct Deposits: 35,002.76 Unknown Paid: 0 Total Check Amounts: 0.00 Total Employees: 23 EARNINGS TAXES Pay Code Units Pay Amount Code Subject To Employee Employer HOLIDAY 104.00 2,893.46 ADA CITY TAX 48,828.25 805.65 0.00 HSA 0.00 260.00 FEDERAL W/H 44,427.79 3,941.76 0.00 LONGEVITY 0.00 350.00 MEDICARE 48,828.25 708.01 708.01 OT 33.36 1,355.27 OH STATE WH 44,427.79 1,095.24 0.00 PD FIREARMS INST 0.00 25.66 SD ADA 13,937.94 209.07 0.00 PD HOLIDAY 48.00 1,389.70 SD BLUFFTON 8,128.95 40.64 0.00 PD HOLIDAY WRKD 40.40 1,667.88 SD CORY RAWSON 7,230.83 126.53 0.00 PD OT 18.50 734.89 SD DELPHOS 1,828.39 9.14 0.00 PD PERSONAL 8.00 243.59 SD KENTON 1,697.74 16.98 0.00 PD REG PAY 387.60 11,107.10 SD MCCOMB 2,658.77 39.88 0.00 PD SICK 91.40 2,690.39 Unemployment 51,635.33 0.00 0.00 PD TAC OFFICER PAY 0.00 25.00 Total: 6,992.90 708.01 PD VACATION 17.00 646.47 PERSONAL 40.00 1,494.13 REGULAR PAY 837.87 22,670.78 SICK 97.50 2,436.07 SUPPLEMENT VACATION 0.00 72.00 65.38 1,679.56 Earnings: $51,895.33 ZONING SUPPLEMENT 0.00 160.00 OPERS: $ 4,585.64 Total: 1,795.63 51,895.33 OP&F: $ 3,681.73 DEDUCTIONS Medicare: $ 708.01 Code Subject To Employee Employer DEF COMP 0.00 1,125.00 0.00 TOTAL: $60,870.71 DEF COMP ROTH 0.00 15.00 0.00 DENTAL 0.00 426.86 0.00 HSA 0.00 260.00 0.00 INS. ELEC. 0.00 83.52 0.00 LIFE INS. 0.00 0.00 113.40 MEDICAL 0.00 2,022.73 11,462.22 OPERS 32,754.65 3,275.46 0.00 OPERS ER 32,754.65 0.00 4,585.64 POL PEN ER 18,880.68 0.00 3,681.73 POL PENSION 18,880.68 2,312.89 0.00 UNION DUES FOP 0.00 96.72 0.00 UNION DUES OPBA 0.00 184.00 0.00 VISION 0.00 97.49 0.00 Total: 9,899.67 19,842.99 RECAP 01 - ADA Earnings: 51,895.33 Benefits: 0.00 Deductions: 9,899.67 Taxes: 6,992.90 Net Pay: 35,002.76 1/14/2026 8:42:04 AM Page 18 of 21 SERVICE AGREEMENT OUR SERVICES Cross-Connection DEVELOPED FOR Control Programs Backflow Preventer John Bowers Test Tracking Village of Ada, OH Water Meter 000001 Replacement & Testing 115 W. Buckeye Ave. Piping Schematics Ada, OH, 45810 Water Quality Management & Sampling 10/8/2025 PROTECTING PEOPLE, WATER, & CRITICAL PIPING INFRASTRUCTURE For more than four decades, HydroCorp has been dedicated Corporate Office to advancing drinking water safety, compliance, and 5700 Crooks Road, Suite 100 sustainability nationwide. Specializing in cross-connection Troy, MI 48098 control, backflow prevention, and detailed piping system 844-493-7646 schematics, HydroCorp integrates technology with deep industry expertise to streamline on-site activities, customer info@hydrocorpinc.com service, and data management. hydrocorpinc.com SCOPE OF WORK ........................................................... 3-4 PROFESSIONAL SERVICE AGREEMENT............................ 5-9 APPENDIX - QUALIFICATIONS ......................................... 10  Statement of Work HydroCorp™ (“Company”) will provide the following services to the Village of Ada, OH (“Client”). This project is a continued effort for an ongoing Cross-Connection Control Program and will provide the Village of Ada, OH with the necessary data and information to maintain compliance with the Ohio Environmental Protection Agency, Division of Drinking and Ground Waters Cross Connection Control Regulations. Once this project has been approved and accepted by the Village of Ada, OH and HydroCorp, you may expect completion of the following elements within a 72 month period. The components of the project include: 1.1. Program Review and Program Start-up Meeting. Company will conduct a Program Startup Meeting for the Cross-Connection Control/Backflow Prevention Program. Items for discussion/review will include the following: • Review state & local regulations • Review and/or provide assistance in establishing local Cross-Connection Control Ordinance • Review/establish wording and timeliness for program notifications including: - Inspection Notice, Compliance Notice, Non-Compliance Notices 1-2, and Penalty Notices - Testing Notices 1,2, and 3, if applicable • Special Program Notices and Electronic use of notices/program information • Obtain updated facility listing, address information and existing program data from Utility. • Prioritize Inspections (Utility owned buildings, schools, high hazard facilities, special circumstances.) • Review/establish procedure for vacant facilities. • Establish facility inspection schedule. • Review/establish procedures and protocols for addressing specific hazards. • Review/establish high-hazard, complex facilities and large industrial facility inspection/containment procedures including supplemental information/notification that may be requested from these types of facilities in order to achieve program compliance. • Review/establish program reporting procedures including electronic reporting tools, educational and public awareness brochures 1.2. Inspections. Company will perform Non-Residential Interior initial inspections, compliance inspections, and re-inspections at individual industrial, commercial, institutional facilities and miscellaneous water users within the utility served by the public water supply for cross- connections. Inspections will be conducted in accordance with the Ohio Environmental Protection Agency, Division of Drinking and Ground Waters Cross Connection Control Rules. 1.3. Inspection Schedule. Company shall determine and coordinate the inspection schedule. Inspection personnel will check in/out on a daily basis with the Client Contract Manager. The initial check-in will include a list of inspections scheduled. An exit interview will include a list of completed inspections. 1.4. Program Data. Company will generate and document the required program data for the Facility Types listed in the Services using the Company’s Software Data Management Program. Program Data shall remain property of Client; however, Company’s Software Data Management program shall remain the property of Company. View only and report capabilities are granted to Client. Additional Services include: (a) Prioritize and schedule inspections (b) Notify users of inspections and backflow device installation/testing requirements, if applicable i. If applicable, Qualified Ohio Backflow Preventer Testers will register via HydroCorp Managed Software and be verified for current credentials prior to online test forms being accepted. Credential shall be maintained in HydroCorp Software and updated by HydroCorp staff. ii. All testers are required to register & process results online iii. Company does not accept test forms via fax, mail, or email from testers, water customers, or client (c) Monitor inspection compliance using Company’s online software management program (d) Maintain the program to comply with all Ohio Environmental Protection Agency, Division of Drinking and Ground Waters regulations (e) Provide data management and program notices for all inspection and testing (if applicable) services throughout the term 1.5. Account Listing Information. Client shall provide the following information to Company during initial onboarding. Company will accept updates via standard account template no more often than once per month. Any development work to enter facility listing in Company database will be charged at the rate of $80.00 per hour. Incorrect facility addresses will be returned to the Utility contact and corrected address will be requested. Information to include: (a) Account Listing: Village of Ada, OH to provide accurate account listing of active non-residential water customers with known backflow preventer assemblies. (b) Account Listing Format: Account listing to be provided in Excel format only; Required Account Information: Service Name, Service Street Address, Service City, Service State, Service Zip, Mailing Name, Mailing Street Address, Mailing City, Mailing State, Mailing Zip. (c) Required Device Information: Last Test Date, size, make, model, and serial number (if applicable) i. All previous test data must be provided in excel format. Company will not accept paper tests for upload. | Village of Ada, OH | 10/8/2025  1.6. Cross Connection Control Plan and Review of Cross-Connection Control Ordinance. Company will review and/or develop a comprehensive cross-connection control policy manual/plan and submit to the appropriate regulatory agency for approval on behalf of Client. Company will review or assist in the development of a cross-connection control ordinance. 1.7. Public Relations Program. Company will assist Client with a community-wide public relations program, including general awareness brochures and website cross-connection control program content. The utility/city will provide HydroCorp with an electronic copy of the utility logo or utility letterhead and all envelops for the mailing of all official program correspondence only (300 dpi in either .eps, or other high- quality image format). 1.8. Support. Company will provide ongoing support via phone, website, or email for the Term. 1.9. Facility Types. The facility types included in the program are as follows: industrial; institutional; commercial; miscellaneous water users; and multifamily. Large industrial and high-hazard complexes or facilities may require inspection/survey services outside the scope of this Agreement. Company typically allows a maximum of up to three (3) hours of inspection time per facility. An independent cross-connection control survey (at the business owner’s expense) may be required at these larger/complex facilities, and the results submitted to Client to help verify program compliance. 1.10. Inspection Terms. Company will perform a maximum of 284.00 inspections over the Initial Term. The total inspections include all initial inspections, compliance, and re-inspections. Additional Inspections above the contract terms will be billed separately at a rate of $149.30. Company Personnel will not enter confined spaces. Vacant facilities that have been provided to Company, scheduled no show, or refusal of inspection will count as an inspection/site visit for purposes of the contract. 1.11. Compliance with Ohio Environmental Protection Agency, Division of Drinking and Ground Waters . Company will assist in compliance with Ohio Environmental Protection Agency, Division of Drinking and Ground Waters cross-connection control program requirements for all commercial, industrial, institutional, residential, multifamily, and public authority facilities. 1.12. Inventory. Company shall inventory all accessible (ground level) backflow prevention assemblies and devices. Documentation will include: location, size, make, model, and serial number (if applicable). 1.13. Annual Year-End Review. Company will conduct an on-site annual or year-end review meeting to discuss the overall program status and specific program recommendations. 1.14. Vacuum Breakers. HydroCorp will provide up to six (6) ASSE-approved hose bibb vacuum breakers or anti-frost hose bibb vacuum breakers per facility as required, in order to place a facility into immediate compliance at the time of inspection if no other cross-connections are identified. The above services will be provided for: Year Monthly Amount Annual Amount Year 1 $1,167.17 $14,006.00 Year 2 $436.43 $5,237.16 Year 3 $453.91 $5,446.92 Year 4 $472.08 $5,664.66 Year 5 $490.93 $5,891.14 Year 6 $510.56 $6,126.74 Contract Total $42,372.62 Contract Amount is based upon a 72 Months term and shall renew in 12-month increments after initial term unless written cancellation by either party received at least 60 days prior to renewal. HydroCorp will invoice in Monthly Amounts. Pricing is valid for 90 days from the date of the proposal. SIGNATURES IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date of 1/1/2026. Village of Ada, OH \s1\ HydroCorp ___________________________ By: \n1\ ________________________________ By: Paul M. Patterson Title: \t1\ Its: Senior Vice President | Village of Ada, OH | 10/8/2025  HYDROCORP, LLC TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES 1. Applicability. These terms and conditions (these “Terms”) are (a) Except as set forth in Section 5(c), Client is, and shall the only terms which govern the provision of the professional services be, the sole and exclusive owner of all right, title, and interest in and to (“Services”) by HydroCorp, LLC, a Michigan limited liability company the Deliverables (as defined herein) upon full payment of any fees owed (“Company”) to the customer named on the attached statement of work, to Company, including all Intellectual Property Rights (as defined herein) order form, proposal, or purchase order (“Client”, and together with therein. Company agrees, and will cause its employees or contractors (the Company the “Parties” and each individually a “Party”). The attached “Company Representatives”) to agree, that with respect to any statement of work, order form, proposal, or purchase order (the Deliverables that may qualify as “work made for hire” as defined in 17 “Proposal”) and these Terms (collectively, this “Agreement”) comprise U.S.C. § 101, such Deliverables are hereby deemed a “work made for hire” the entire agreement between the Parties, and supersede all prior or for Client. To the extent that any of the Deliverables do not constitute a contemporaneous understandings, agreements, negotiations, “work made for hire”, Company hereby irrevocably assigns, and shall representations and warranties, and communications, both written and cause the Company Representatives to irrevocably assign to Client, in oral. The Proposal is limited to and conditional upon Client’s acceptance each case without additional consideration, all right, title, and interest of these Terms exclusively. Any additional or different terms proposed by throughout the world in and to the Deliverables, including all Intellectual Client, whether in the Proposal or otherwise, are unacceptable to Property Rights therein. Company shall cause the Company Company, are expressly rejected by Company, and will not become a part Representatives to irrevocably waive, to the extent permitted by of the Proposal. applicable law, any and all claims such Company Representatives may now or hereafter have in any jurisdiction to so-called “moral rights” or 2. Performance of Services; Company Obligations. Company shall rights of droit moral with respect to the Deliverables. As used herein: (a) provide to Client the Services described and in accordance with the terms “Deliverables” mean all documents, work product, and other materials and conditions set forth in this Agreement. Additional Services may be that are delivered to Client hereunder or prepared by or on behalf of added only by executing a new Proposal. Company shall provide Client Company in the course of performing the Services; and (b) “Intellectual with an electronic file copy of the utility logo or utility letterhead and all Property Rights” means all (i) patents, patent disclosures, and inventions envelopes for the mailing of all official program correspondence only. (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with 3. Client Obligations. Client shall: (a) designate one of its all of the goodwill associated therewith, (iii) copyrights and copyrightable employees or agents to serve as its primary contact with respect to this works (including computer programs), and rights in data and databases, Agreement and to act as its authorized representative with respect to (iv) trade secrets, know-how, and other confidential information, and (v) matters pertaining to this Agreement (the “Client Contract Manager”), all other intellectual property rights, in each case whether registered or with such designation to remain in force unless and until a successor unregistered and including all applications for, and renewals or extensions Client Contract Manager is appointed; (b) require that the Client Contract of, such rights, and all similar or equivalent rights or forms of protection Manager respond promptly to any reasonable requests from Company for in any part of the world. instructions, information, or approvals required by Company to provide (b) Upon Client’s reasonable request, Company shall, the Services; (c) cooperate with Company in its performance of the and shall cause the Company Representatives to, promptly take such Services and provide access to Client’s premises, employees, contractors, further actions, including execution and delivery of all appropriate and equipment as required to enable Company to provide the Services; instruments of conveyance, as may be necessary to assist Client to (d) take all steps necessary, including obtaining any required licenses or prosecute, register, perfect, or record its rights in or to any Deliverables. consents, to prevent Client-caused delays in Company’s provision of the (c) Company and its licensors are, and shall remain, the Services; (e) comply with all responsibilities listed on the Proposal in sole and exclusive owners of all right, title, and interest in and to the Pre- connection with Company’s provision of the Services. Existing Materials (as defined herein), including all Intellectual Property Rights therein. Company hereby grants Client a limited, irrevocable, 4. Fees and Expenses. In consideration of the provision of the perpetual, fully paid-up, royalty-free, non-transferable, non- Services by Company and the rights granted to Client under this sublicenseable, worldwide license to use, perform, display, execute, Agreement, Client shall pay the fees set out in the applicable Proposal. reproduce, distribute, transmit, modify (including to create derivative Payment to Company of such fees and the reimbursement of expenses works), import, make, have made, sell, offer to sell, and otherwise exploit pursuant to this Section 4 shall constitute payment in full for the any Pre-Existing Materials to the extent incorporated in, combined with performance of the Services. Unless otherwise provided in the applicable or otherwise necessary for the use of the Deliverables solely to the extent Proposal, all payments shall be due and payable within thirty (30) days of reasonably required in connection with Client’s receipt or use of the the date set forth on an invoice. Client shall reimburse Company for all Services and Deliverables. All other rights in and to the Pre-Existing reasonable expenses incurred in accordance with the Proposal if such Materials are expressly reserved by Company. As used herein, “Pre- expenses have been pre-approved, in writing by the Client Contract Existing Materials” means all documents, data, know-how, Manager, within thirty (30) days of receipt by Client of an invoice from methodologies, software, and other materials, including computer Company accompanied by receipts and reasonable supporting programs, reports, and specifications, provided by or used by Company in documentation. Client shall be responsible for all sales, use and excise connection with performing the Services, in each case developed or taxes, and any other similar taxes, duties and charges of any kind imposed acquired by Company prior to the commencement or independently of by any federal, state or local governmental entity on any amounts payable this Agreement. by Client hereunder; and to the extent Company is required to pay any (d) Client and its licensors are, and shall remain, the sole such sales, use, excise, or other taxes or other duties or charges, Client and exclusive owner of all right, title, and interest in and to the Client shall reimburse Company in connection with its payment of fees and Materials (as defined herein), including all Intellectual Property Rights expenses as set forth in this Section 4. Notwithstanding the previous therein. Company shall have no right or license to use any Client Materials sentence, in no event shall Client pay or be responsible for any taxes except solely during the Term to the extent necessary to provide the imposed on, or regarding, Company’s income, revenues, gross receipts, Services to Client. All other rights in and to the Client Materials are personnel, or real or personal property or other assets. expressly reserved by Client. As used herein, “Client Materials” means any documents, data, know-how, methodologies, software, and other 5. Intellectual Property; Ownership. materials provided to Company by Client. 4 | Village of Ada, OH | 10/8/2025 6. Access to Company’s Software Data Management Program; Information with at least the same degree of care as the Receiving Party Management Reports. would protect its own Confidential Information, but in no event with less (a) Subject to the terms and conditions in this Section 6, than a commercially reasonable degree of care; (ii) not use the Disclosing Client may, at Client’s option, elect to access and use Company’s Software Party’s Confidential Information, or permit it to be accessed or used, for Data Management Program (the “Software”) during the Term. Company any purpose other than to exercise its rights or perform its obligations will generate and document the required program data for the facility under this Agreement; and (iii) not disclose any such Confidential types listed in the Proposal using the Software. Any Client Materials Information to any person or entity, except to the Receiving Party’s inserted into the Software by or on behalf of Client, or any Deliverables Representatives (as hereinafter defined) who need to know the produced as a result of the Software, shall remain property of Client; Confidential Information to assist the Receiving Party, or act on its behalf, however, the Software shall remain the property of HydroCorp. to exercise its rights or perform its obligations under this Agreement. If (b) Client agrees to not (i) copy, modify, or create the Receiving Party becomes legally compelled to disclose any derivative works of the Software, in whole or in part; (ii) rent, lease, lend, Confidential Information, the Receiving Party shall provide: (A) prompt sell, sublicense, assign, distribute, publish, transfer, or otherwise make written notice of such requirement so that the Disclosing Party may seek, available the Software; (iii) reverse engineer, disassemble, decompile, at its sole cost and expense, a protective order or other remedy; and (B) decode, adapt or otherwise attempt to derive the source code of the reasonable assistance, at the Disclosing Party’s sole cost and expense, in Software, in whole or in part; (iv) remove any proprietary notices from opposing such disclosure or seeking a protective order or other limitations the Software; or (v) use the Software in any manner or for any purpose on disclosure. If, after providing such notice and assistance as required that infringes, misappropriates, or otherwise violates any intellectual herein, the Receiving Party remains required by applicable law to disclose property rights of Company. any Confidential Information, the Receiving Party shall disclose no more (c) Client acknowledges that, as between Client and than that portion of the Confidential Information which, on the advice of Company, Company owns all right, title and interest, including all the Receiving Party’s legal counsel, the Receiving Party is legally required intellectual property rights in and to the Software and any derivative to disclose and, upon the Disclosing Party’s request, shall use works thereof, including all changes, modification, improvements, commercially reasonable efforts to obtain assurances from the applicable updates, version, and new releases or any information or data generated court or agency that such Confidential Information will be afforded by the Software. confidential treatment. As used herein, “Representatives” mean a Party’s (d) Company warrants as of the date of the Proposal, affiliates and each of their respective employees, agents, contractors, the Software is in functioning condition and is not delivered with viruses subcontractors, officers, directors, partners, shareholders, attorneys, or malicious code. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, THE third-party advisors, successors and permitted assigns. SOFTWARE IS PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR 8. Representations and Warranties. Each Party represents and OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES warrants to the other Party that: (a) if an entity, it is duly organized, validly OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A existing and in good standing as a corporation or other entity as PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY (i) THAT represented herein under the laws and regulations of its jurisdiction of CLIENT’S USE OF THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS, incorporation, organization, or chartering, or, if a municipal agency, it has BE ACCURATE, OR BE ERROR FREE, (ii) THAT THE SOFTWARE WILL BE the authority under the laws of its state of jurisdiction; (b) it has the full AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (iii) THAT ANY right, power, and authority to enter into this Agreement, to grant the DEFECTS OR ERRORS WILL BE CORRECTED; (iv) THAT CLIENT MAY RELY ON rights and licenses granted hereunder, and to perform its obligations THE SOFTWARE FOR COMPLIANCE WITH ANY STATUTORY OR hereunder; (c) the execution of this Agreement by its representative REGULATORY REQUIREMENTS AND/OR REPORTING OBLIGATIONS; OR (v) whose signature is set forth at the end hereof has been duly authorized THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY HARDWARE OR by all necessary corporate action of the Party; and (d) when executed and SYSTEMS SOFTWARE CONFIGURATION. delivered by such Party, this Agreement will constitute the legal, valid, (e) Comprehensive management reports in electronic, and binding obligation of such Party, enforceable against such Party in downloadable format on a, as applicable to Client, monthly, quarterly, accordance with its terms. and/or annual basis shall be available for access by Client. Reports to include the following information: (i) name, location, and date of 9. Limited Warranty. inspections; (ii) number of facilities inspected/surveyed; and (iii) number (a) Company warrants that it shall perform the Services: of facilities compliant/non-compliant. (i) in accordance with the terms and subject to the conditions set out in the respective Proposal and this Agreement; (ii) using personnel of 7. Confidentiality. From time to time during the Term, either Party industry standard skill, experience, and qualifications; and (iii) in a timely, (as the “Disclosing Party”) may disclose or make available to the other workmanlike, and professional manner in accordance with generally Party (as the “Receiving Party”), non-public, proprietary, and confidential recognized industry standards for similar services. information of Disclosing Party, whether disclosed in writing or orally, and (b) Company’s sole and exclusive liability and Client’s whether or not labeled as “confidential” (“Confidential Information”); sole and exclusive remedy for breach of this warranty shall be as follows: provided, however, that Confidential Information does not include any i. Company shall use commercially information that: (a) is or becomes generally available to the public other reasonable efforts to promptly cure any such breach; provided, that if than as a result of Receiving Party’s breach of this Section 7; (b) is or Company cannot cure such breach within a reasonable time (but no more becomes available to the Receiving Party on a non-confidential basis from than thirty (30) days) after Client’s written notice of such breach, Client a third-party source that was not legally or contractually restricted from may, at its option, terminate the Agreement by serving written notice of disclosing such information; (c) the Receiving Party establishes by termination in accordance with Section 12. documentary evidence, was in Receiving Party’s possession prior to ii. In the event the Agreement is terminated Disclosing Party’s disclosure hereunder; or (d) the Receiving Party pursuant to Section 10(b)(i) above, Company shall within thirty (30) days establishes by documentary evidence, was or is independently developed after the effective date of termination, refund to Client any fees paid by by Receiving Party or its personnel without using any of the Disclosing Client as of the date of termination for the Service or Deliverables, less a Party’s Confidential Information. The Receiving Party shall: (i) protect and deduction equal to the fees for receipt or use of such Deliverables or safeguard the confidentiality of the Disclosing Party’s Confidential Service up to and including the date of termination on a pro-rated basis. 4 | Village of Ada, OH | 10/8/2025  iii. The foregoing remedy shall not be event of a cancellation or material change in Client’s insurance policy. available unless Client provides written notice of such breach within thirty Except where prohibited by law, Client shall require its insurer to waive (30) days after delivery of such Service or Deliverable to Client. all rights of subrogation against Company’s insurers and Company. iv. COMPANY MAKES NO WARRANTIES (b) During the term of this Agreement, Company shall, EXCEPT FOR THAT PROVIDED IN SECTION 10(a) ABOVE. ALL OTHER at its own expense, maintain and carry the following types of insurance: WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. (i) Comprehensive General Liability with limits no less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) 10. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE in the aggregate; (ii) Excess Umbrella Liability with limits no less than five TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR million dollars ($5,000,000) per occurrence and five million dollars PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY ($5,000,000) in the aggregate; (iii) Automobile Liability with limits no less CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR than one million dollars ($1,000,000), combined single limit; (iv) Worker’s PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, Compensation with limits no less than one million dollars ($1,000,000) per TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF occurrence; and (v) Errors and Omissions Liability with limits no less than WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT two million dollars ($2,000,000) per occurrence and two million dollars COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ($2,000,000) in the aggregate. Upon Client’s request, Company shall AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER provide Client with a certificate of insurance from Company’s insurer REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY’S evidencing the insurance coverage specified in this Agreement. The AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS certificate of insurance for the Comprehensive General Liability policy AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF shall name Client as an additional insured. Company shall provide Client CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED with thirty (30) days’ advance written notice in the event of a cancellation THE AGGREGATE AMOUNTS PAID TO COMPANY PURSUANT TO THE or material change in Client’s insurance policy. APPLICABLE PROPOSAL GIVING RISE TO THE CLAIM. 13. Entire Agreement. This Agreement, including and together with 11. Term and Termination. This Agreement shall commence on the any related Proposals, exhibits, schedules, attachments, and appendices, effective date of the Proposal and shall continue thereafter (a) for the constitutes the sole and entire agreement of the Parties with respect to term set forth in the Proposal or (b) if the term is silent, until the Services the subject matter contained herein, and supersedes all prior and are completed by Company, unless, in either case, earlier terminated by contemporaneous understandings, agreements, representations, and either Party as set forth herein (the “Term”). Upon commencement of warranties, both written and oral, regarding such subject matter. each Proposal, Client acknowledges and agrees that the fees owed by Client to Company shall be subject to an annual increase equal to the 14. Notices. All notices, requests, consents, claims, demands, Consumer Price Index for All Urban Consumers (CPI-U); U.S. City Average; waivers, and other communications under this Agreement (each, a All items, not seasonally adjusted, 1982–1984=100 reference base, as of “Notice”) must be in writing and addressed to the other Party at its such annual fee increase date, or 4%, whichever is greater. Either Party address set forth on the Proposal (or to such other address that the may terminate this Agreement, effective upon written notice to the other receiving Party may designate from time to time in accordance with this Party (the “Defaulting Party”), if the Defaulting Party: (i) breaches Section 15). Unless otherwise agreed herein, all Notices must be delivered this Agreement, and such breach is incapable of cure, or with respect to a by personal delivery, nationally recognized overnight courier or certified breach capable of cure, the Defaulting Party does not cure such breach or registered mail (in each case, return receipt requested, postage within thirty (30) days after receipt of written notice of such breach; (ii) prepaid). Except as otherwise provided in this Agreement, a Notice is becomes insolvent or admits its inability to pay its debts generally as they effective only (a) on receipt by the receiving Party; and (b) if the Party become due; (iii) becomes subject, voluntarily or involuntarily, to any giving the Notice has complied with the requirements of this Section 15. proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed 15. Severability. If any term or provision of this Agreement is found or vacated within forty-five (45) days after filing; (iv) is dissolved or by a court of competent jurisdiction to be invalid, illegal, or unenforceable liquidated or takes any corporate action for such purpose; (v) makes a in any jurisdiction, such invalidity, illegality, or unenforceability shall not general assignment for the benefit of creditors; or (vi) has a receiver, affect any other term or provision of this Agreement or invalidate or trustee, custodian, or similar agent appointed by order of any court of render unenforceable such term or provision in any other jurisdiction. competent jurisdiction to take charge of or sell any material portion of its property or business. Termination of this Agreement will not 16. Waiver. No waiver by any Party of any of the provisions of this automatically terminate any outstanding Proposal, and the applicable Agreement shall be effective unless explicitly set forth in writing and Proposal shall continue in full force and effect until (A) completion of the signed by the Party so waiving. Except as otherwise set forth in this Services set forth in the applicable outstanding Proposal (B) termination Agreement, no failure to exercise, or delay in exercising, any right, of the applicable Proposal pursuant to additional terms set forth therein, remedy, power, or privilege arising from this Agreement shall operate or or (C) termination of the Proposal by the non-Defaulting Party. be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or 12. Insurance. further exercise thereof or the exercise of any other right, remedy, power, (a) During the term of this Agreement, Client shall, at its or privilege. own expense, maintain and carry insurance with financially sound and reputable insurers, in full force and effect that includes, but is not limited 17. Assignment; Successors and Assigns. Client shall not assign, to, commercial general liability on an all-risk basis and including extended transfer, delegate, or subcontract any of its rights or delegate any of its coverage for matters set forth in this Agreement with financially sound obligations under this Agreement without the prior written consent of and reputable insurers. Upon Company’s request, Client shall provide Company. Any purported assignment or delegation in violation of this Company with a certificate of insurance from Client’s insurer evidencing Section 18 shall be null and void. No assignment or delegation shall relieve the insurance coverage specified in this Agreement. The certificate of Client of any of its obligations under this Agreement. Company may assign insurance shall name Company as an additional insured. Client shall any of its rights or delegate any of its obligations to any affiliate or to any provide Company with thirty (30) days’ advance written notice in the person acquiring all or substantially all of Company’s assets without 5 | Village of Ada, OH | 10/8/2025 Client’s consent. This Agreement is binding on and inures to the benefit APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS of the Parties to this Agreement and their respective permitted successors CONTEMPLATED HEREBY. and permitted assigns. 22. Force Majeure. No Party shall be liable or responsible to the 18. Relationship of the Parties. The relationship between the other Party, or be deemed to have defaulted under or breached this Parties is that of independent contractors. The details of the method and Agreement, for any failure or delay in fulfilling or performing any term of manner for performance of the Services by Company be under its own this Agreement (except for any obligations of Client to make payments to control, Client being interested only in the results thereof. Company shall Company hereunder), when and to the extent such failure or delay is be solely responsible for supervising, controlling, and directing the details caused by or results from acts beyond the impacted Party’s (“Impacted and manner of the completion of the Services. Nothing in this Agreement Party”) reasonable control, including, without limitation, the following shall give Client the right to instruct, supervise, control, or direct the force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) details and manner of the completion of the Services. The Services must flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, meet Client’s final approval and shall be subject to Client’s general right invasion, hostilities (whether war is declared or not), terrorist threats or of inspection throughout the performance of the Services and to secure acts, riot, or other civil unrest; (d) government order, law, or actions; (e) satisfactory final completion. Nothing contained in this Agreement shall embargoes or blockades in effect on or after the date of this Agreement; be construed as creating any agency, partnership, joint venture, or other (f) national or regional emergency; (g) strikes, labor stoppages, or form of joint enterprise, employment, or fiduciary relationship between slowdowns, or other industrial disturbances; (h) telecommunication the Parties, and neither Party shall have authority to contract for or bind breakdowns, power outages or shortages, lack of warehouse or storage the other Party in any manner whatsoever. space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar 19. No Third-Party Beneficiaries. This Agreement benefits solely events beyond the reasonable control of the Impacted Party. The the Parties to this Agreement and their respective permitted successors Impacted Party shall give notice within ten (10) days of the Force Majeure and assigns and nothing in this Agreement, express or implied, confers on Event to the other Party, stating the period of time the occurrence is any other person or entity any legal or equitable right, benefit, or remedy expected to continue. The Impacted Party shall use diligent efforts to end of any nature whatsoever under or by reason of this Agreement. the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its 20. Choice of Law. This Agreement and all related documents obligations as soon as reasonably practicable after the removal of the including all exhibits attached hereto and all matters arising out of or cause. In the event that the Impacted Party’s failure or delay remains relating to this Agreement, whether sounding in contract, tort, or statute uncured for a period of fifteen (15) days following written notice given by are governed by, and construed in accordance with, the laws of the State it under this Section 23, the other Party may thereafter terminate this in which Client’s principal place of business in located, without giving Agreement upon fifteen (15) days’ written notice. effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of 23. Publicity. Unless the a Party provides the other Party with any jurisdiction other than those of the State in which Client’s principal written notice to the contrary or of any reasonable restrictions or place of business in located. requirements, such Party acknowledges and agrees that the other Party shall have the right to use such Party’s name, likeness, and logos in any 21. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY digital, online, and printed publicity or marketing materials prepared by CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING the other Party and in presentations to current or prospective clients and EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO others. THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR 6 | Village of Ada, OH | 10/8/2025  Appendix Specific Qualifications & Experience HydroCorp™ is a professional service organization that specializes in Cross Connection Control Programs. Cross Connection Control Program Management & Training is the main core and focus of our business. We are committed to providing water utilities and local communities with a cost-effective and professionally managed cross-connection control program in order to assist in protecting the public water supply. • HydroCorp conducts over 110,000 Cross Connection Control Inspections annually. • HydroCorp tracks and manages over 135,000+ backflow prevention assemblies for our Municipal client base. • Our highly trained staff works in an efficient manner in order to achieve maximum productivity and keep program costs affordable. We have a detailed system and process that each of our field inspectors follow in order to meet productivity and quality assurance goals. • Our municipal inspection team is committed to providing outstanding customer service to the water users in each of the communities we serve. We teach and train customer service skills in addition to the technical skills since our team members act as representatives of the community that we service. • Our municipal inspection team has attended training classes and received certification from the following recognized Cross Connection Control Programs: UF TREEO, UW-Madison, and USC – Foundation for Cross Connection Control and Hydraulic Research, American Backflow Prevention Association (ABPA), American Society for Sanitary Engineering (ASSE). HydroCorp recognizes the importance of Professional Development and Learning. We invest heavily in internal and external training with our team members to ensure that each Field Service and Administrative team member has the skills and abilities to meet the needs of our clients. • We have a trained administrative staff to handle client needs, water user questions and answer telephone calls in a professional, timely, and courteous manner. Our administrative staff can answer most technical calls related to the cross- connection control program and have attended basic cross-connection control training classes. • HydroCorp currently serves over 550 communities in Michigan, Wisconsin, Minnesota, Maryland, Delaware, Virginia, California, Idaho, Utah & Florida. We still have our first customer! • HydroCorp and its’ staff are active members in many water industry associations including: National Rural Water Association, State Rural Water Associations, National AWWA, State AWWA Groups, HydroCorp is committed to assisting these organizations by providing training classes, seminars, and assistance in the area of Cross Connection Control. • Several Fortune 500 companies have relied on HydroCorp to provide Cross Connection Control Surveys, Program Management & Reporting to assist in meeting state/local regulations as well as internal company guidelines. 7 | Village of Ada, OH | 10/8/2025