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Home My Public Portal About017-Sanitary & IN Water CoAGREEMENT BETWEEN INDIANA-AMERICAN WATER COMPANY, INC., AND THE SANITARY DISTRICT FOR THE CITY OF RICHMOND, INDIANA, FOR TH PERFORMANCE OF BILLING, REVENUE COLLECTION, DEBT CO E GENERAL OPERATION SERVICES ELECTION AND INDEX 1. DEFINITIONS ........... 2. TERM1 ....................................................................... 3. SERVICES TO BE PERFORMED BY THE COMPANY ............................:.1..................... A. Billing2 Services.... B. Rev ................................ Revenue Collection Services ""'-""•••.---••• 2 C. Debt ..................... Collection Services ............................... 3 D. Genera! ......... Operation do 4 P a n Services .............. E- Additional Services Requested .��--�•�'---•'�-""""""'��•-•--••••• 9 ............. ................ 4. PAYMENTS TO THE COMPANY ............................. A. Per Customer Fee.......... B. Fees for Additional .'•..•.•-----•'•.•.-.•--""."""-"-"•- Services 12 Requested .......... 5. GENERAL OBLIGATIONS OF THE COMPANY ..................... 14 A. Nondiscrimination........... B. Notice of Inability •..--..-•.•--..-.•-'.-""""""'• iy to Perform 14 C. Access Services ........... .......... 15 ............. ----•....... ......... 6. GENERAL OBLIGATIONS OF THE SANITARY DISTRICT .................... 15 A. Rates .............................................................. B. Sanitary District Contract oversight P . ."" "' 15 C. Supplemental Ordinances & Reso lutions 7. MUTUAL CORRECTION OF ERRORS....................................................16 $- TERMINATION .......................... A. B the """"' Y Company ........................................... B. By the SanitaryDistrict17 9. GENERAL PROVISION .17 ......................... A. Indemnification .................... 18 18 B. Dispute Resolution ... .......... ............................ b..................................... C. Notification &No .... Notices ....................................................................19 D. Applicable Law E. Successors and Assigns .................................................... 20 F. pendent Contractors ............................................. 20 Severability & Waiver .......... ................................... 20 H. Merger....................................................I.........................20 THIS AGREEMENT ("Agreement-), a continuation of an existing contract dated January 5, 1994 and extended by Letter of Agreement dated November 22, 1999, between Indiana -American Water Company, Inc. ("Company" or 'IAWCj and the Sanitary District for the City of Richmond ("Sanitary District"), WITNESSES THAT, i consideration of the mutual promises and payments hereinafter set forth herein, the parties agree that: 1 • DEFINITIQNS. In this Agreement, the following terms shall have the following g "IAWC Customer Account" means each billing account for water service rendered to owners or occupants of real estate receiving water utility service from the Company. "Mutual Account" means each billing account that is both a Sewer Customer Account and an IAWC Customer Account with the same customer. "Non -metered charges" means the estimated charges for Sewer Customer Accounts not served by a metered water supply, or for which billings are not based solely on the amount of water delivered to the premises by the Company, in accordance with schedules established by the Sanitary District. "Sewer Customer Account" means each billing account for sanitary sewer service rendered by the Sanitary District to persons owning or occupying real estate that is connected with and uses the Sanitary District's facilities for collecting, and disposing of wastewater. A Sewer Customer Account includes i acco nts billed ion the basis of metered water consumption or estimates thereof or non -metered charges in accordance with schedules established by the Sanitary District. 2• - TERM. The term of this Agreement ("Term") will begin on Januar 1 2005 and unless earlier terminated as provided in this Agreement, terminate December 31 2009. The Term may be extended upon mutual written agreement of the parties. The party Y wishing to extend the term will give the other party at least 180 days written notice of its desire to do so. 3. SERVICES TO BE PERFORMED BY THE COMPANY. Effective January 1, 2005 and upon approval by the legislative body for the City of Richmond and during the Term the Company will perform the following services, hereinafter referred to, respectively, as "Billing Services", "Revenue Collection Services", "Debt Collection Services", "General Operation Services" and "Additional Services Requested": A. Billing Services (1) Sewer Customer Accounts — Preparation- The Company will prepare bills for Sewer Customer Accounts monthly, in accordance with a billing sequence established by the Company and rates provided by the Sanitary District. Sewer Customer Account bills will be based on water consumption or estimates thereof, as. provided 'by the Company, or reflect non -metered charges in accordance with schedules provided by the Sanitary District. For non -metered charges, it will be the Sanitary District's responsibility to determine the amount of the charges for, each month and to provide said information to the Company. Bills will be in a form acceptable to the State Board of Accounts and will show the amount due within the payment period. For Mutual Accounts, the Sewer Customer Account bill and. IAWC Customer Account bill will be combined into a single document; provided, however, that the Sewer Customer Account amount due will be a separate entry from any IAWC. Customer Account entries on the document. (2) - Sewer Customer Accounts — Mailing The Company will mail bills, postage prepaid, to all Mutual Customer Accounts, based on billing addresses as 2 Provided by the Company. The Company will mail bills, postage prepaid, for Sewer Customer Accounts which are not Mutual Accounts to billing addresses provided by the Sanitary District. B. Revenue Collection Servi es (1) Receipt of Funds The Company will receive payments for Sewer Customer Accounts at all locations where the Company's bills are payable. (2) Mutual Accounts - Partial Payments and Over a ments. If the Company receives a partial payment on a Mutual Account, unless directed otherwise by the customer in writing, the partial payment will be applied to the IAWC Customer Account and the Sewer Customer Account on a pro rats basis, which is to be calculated based on the outstanding balances owed on the IAWC Customer and Sewer Customer Accounts. If the Company receives an overpayment, unless directed otherwise by the customer in writing, it shall be applied to the IAWC Customer Account. (3) Collection of Funds. The Company will use its best efforts to deposit or transfer via electronic funds transfer (as that term is used in Ind. Code § 5- 13-4-9) ("EFT') all funds received in payment of Sewer Customer Accounts ("Sanitary District Funds") at the address as provided on the Company's self-addressed return envelope provided with the bill, by no later than the end of the next banking business day after the banking business day on which the funds are received by the Company in a depository in the name of the Sanitary District. The Company will use its best efforts to deposit or transfer via EFT all Sanitary District Funds received at locations other than at the address as provided on the Company's self-addressed return envelope provided 3 with the bill, by no later than the end of the next banking business day after the banking business day on which the funds are received by the Company in a depository designated by the Sanitary District for the receipt of public funds. Within three banking business days after the banking business day on which Sanitary District Funds received by the Company at a location other than at the address as provided on the Company's self-addressed return envelope provided with the bill are received by the Company, the Company shall transfer Sanitary District Funds via EFT to a depository in the name of the Sanitary District. The Sanitary District is required to maintain adequate documentation of all transactions conducted by EFT so that they may be audited as provided by law. The Company assumes no obligations under Ind. Code § 5-13-8-10. The Company does not by this Agreement in any fashion agree and/or concede that Sanitary District Funds are "public funds" as that term is used in Ind. Code § 5-13-4-1 et Meg- C. Debt Collection Services (1) !Ie_neral. The Company will at all times comply with the Fair Debt Collection Practices Act, 15 U.S.C. 1692, and endeavor to comply with all other applicable laws, ordinances and regulations in collecting Sewer Customer Accounts. (2) Payment )y Check Draft Money Order or Credit Card. To the extent that any monies collected by the Company are in the form of checks, drafts, money orders or credit card, they will be accepted by the Company subject to final collection thereof, and, in the event of a failure to collect thereon, the Company is P Y authorized to reduce subsequentdeposits made on behalf of the Sanitary District to the 4 extent that such uncollectible amounts have been previously included in deposits made on behalf of the Sanitary District. The Sanitary District authorizes the Company to deposit any checks, drafts, money orders or credit card payable to the Sanitary District in a Company bank account for transfer via EFT pursuant to Paragraph 3.B.(3) and will execute all depository institution documentation which may be necessary or desirable to accomplish same. (3) Adjustments. Adjustments to billing for reconciliation of estimated bills, over- or under -registration of water meters, for underground leaks, for faulty or inoperative meters, or an obviously incorrect meter reading or other recognized and proper adjustments which are granted to water customers by the Company, shall be accepted by the Sanitary District, and such adjustments for water use shall be recognized in determining the billing for sewer service charges. The Company shall also make adjustments to Sewer Customer Account billings as may be required by ordinance adopted by the legislative body for the Richmond Sanitary District Board. (4) Water Service Termination. Pursuant to Ind. Code §§ 36-9-25-11.5 and 36-9-25-12(b)(4), the Company agrees to disconnect water service for the non- payment of any Sewer Customer Account that is a Mutual Account as set forth below and under the following conditions: (a) To the extent that any Sewer Customer Account bill has not been paid within one monthly billing cycle after it was due, the Company, as the designee of the Sanitary District, shall send in accordance with customary Company 5 notice and disconnection cycles, notice to the appropriate address set forth in Paragraph 3.A.(2)., stating: (1) The delinquent amount due; (2) That water service may be disconnected if the Sewer Customer continues not to pay the delinquency; and, (3) The procedure as furnished by the Sanitary District for resolving disputed bills. (d) The Company has provided access to American Water On - Line Account Manager so the Sanitary District can review all Sewer Customer Accounts that are also Mutual Accounts for which bills are at least one monthly billing cycle overdue. This Agreement shall serve as written notice to the Company to discontinue water service in accordance with customary Company disconnection cycles for all delinquent Sewer Customer Accounts that are also Mutual Accounts except under circumstances as outlined in Paragraphs 3.C.(4).(e). and (f). The Sanitary District shall be solely responsible for determining whether sewer customers shown on such list are "delinquent users" as that term is used in Ind. Code § 36-9-25-11.5. Unless the Sanitary District otherwise notifies the Company in writing within ten days of the date of such monthly report and unless the customer pays in full the Sewer Customer Account outstanding balance or enters a .deferred payment agreement under Paragraph 3.C.(4).(e) before termination, the Company shall discontinue water service to the Sewer Customer as soon as practicable after the Sewer Customer Account becomes 50 C. days overdue but not later than 90 days after the Sewer Customer Account becomes overdue except for "special customers". The .Company, at its option, may comply with the rules for disconnection of water service as then promulgated by the Indiana Utility Regulatory Commission, to the extent those rules are not inconsistent with I.C. 36-9-25- 11..5 in the Company's view. (e) At the request of the person responsible for the Sewer Customer Account, provided such request is received by the Company before water service has been discontinued, the Company may in its sole discretion, on behalf of the Sanitary District, enter into a written deferred payment agreement. So long as the terms of the deferred payment agreement are met, the Company shall not terminate water service to the Sewer Customer. If the terms of the deferred payment arrangement are breached, water service will only be discontinued under the same procedures applicable for any other delinquent Sewer Customer Account. (f) In no event will the Company be required to disconnect a fire line service without authorization to the Company's satisfaction from the governmental authority responsible for fire protection to the affected property. Nor will the Company be required to terminate water service in violation of any valid governmental order or regulation or court order or a finding or certification by any local board of health that termination of water service will endanger the health or safety of the user or others in the municipality. If the Sanitary District receives such notification from a local board of health, it will promptly notify the Company and provide the Company a copy of such notification. 7 (9) If the water service is terminated for nonpayment of both Sewer Customer and IAWC Customer Accounts, there will be no separate charge to the Sanitary District for such disconnection. If the water service is terminated for nonpayment of only the Sewer Customer Account, the Sanitary District will pay the Company the following disconnection fees, based on the size of the customer's meter: Meter Size Amount 5/8 inch $ 35.00 3/4 inch 40.00 1 inch 50.00 1 1 /2 inch 95.00 2 inch 140.00 3 inch 350.00 4 or 6 inch 490.00 Greater than 6 inch 630.00 Such disconnection fees shall be earned at the time of disconnection. The Company P Y shall invoice the Sanitary District for such disconnection fees as have been earned in the preceding month when the Company sends the invoice pursuant to Paragraph 4.6. Payment of such disconnection fees is due at the same time 1. payment is due und er Paragraph 4. B. . (h) Water service that has been terminated for nonpayment of a Sewer Customer Account will not be restored until all delinquent charges for the Sewer Customer Account have been paid or the customer has entered a deferred payment agreement in accordance with Paragraph 3.C.(4).(e). (i) Nothing in this Agreement shall interfere with, inhibit or delay the Company from discontinuing its service to any customer at an time ' Y m order that the E✓' Company may enforce its own rules and regulations relative to water service or Payment of IAWC Customer Accounts. (5) Diligence. The Company assumes no liability for the collection of Sewer Customer Accounts which cannot be collected in the exercise of ordinary billing and collecting practices. In the billing and administration of Sewer Customer Accounts, the Company agrees to observe the same diligence, policy, and procedure as used by it in billing and administering IAWC Customer Accounts. (6) Write-off of Uncollectible Accounts. The Company has provided access to American Water On -Line Account Manager so the Sanitary District can review Sewer Customer Accounts with debit final balances and the amounts owed. After an such account is overdue by more than 90 days, the Companywill i Y send notice for each such account to the Sanitary District stating the final amount owed, the billing address as set forth in Paragraph 3.A.(2). of this Agreement, and that the account is more than 90 days overdue. After receipt of such notice, if the Sanitary District so requests q in writing, the Company will forward the same information to a collection agency to whom delinquent IAWC Customer Accounts are assigned with instructions to remit all moneys due upon collection to the Sanitary District. Other than fulfillingsuch Y a written request, the Company will have no further obligations under this contract with respect to such account. D General O9eration Services (1) Dis osibon of Credit Balance on Final Accounts, The Company, on behalf of the Sanitary District, will refund credit balances in final Sewer Customer Accounts. If such refunds are unclaimed, the Company will deliver such refunds to the Sanitary District, and the Sanitary District will thereafter assume full legal responsibility for them. (2) Regular Reoortina In addition to the information available through American On -Line access, the Sanitary District may request access to other information to be provided by the. Company via American On -Line. The Company may deny the request to the extent, in the Company's view, the request is unreasonable under the circumstances. (3) Correction of Billing Errors. If the Company determines that a Sewer Customer Account billing was in error, the Company will issue either an adjustment, a refund or a corrected billing, as appropriate, for the applicable time period or one year, whichever is shorter. (4) De osits. The Per Customer Fee set forth in Paragraph 4.13. has been established based on the assumption that, during the Term, the Sanitary District will not exercise its option under applicable law to require deposits for delinquent Sewer Customer Accounts. If the Sanitary District chooses to exercise such right, such exercise will be contingent on the parties agreeing to an increased Per Customer Fee as a result of such exercise. (5) Addition or Deletion of Accounts. New Sewer Customer Accounts will come into existence and cease to exist from time to time during the Term, and such account changes will be included under this Agreement at the Per Customer Fee set forth herein. 10 It will be the Company's responsibility, as soon as practicable after the creation of a new IAWC Customer Account, to notify the Sanitary District of such new Account. The Sanitary District will then be responsible for determining if the IAWC Customer Account is a Mutual Account to be included under this Agreement and informing the Company of that fact. Upon receiving such information from the Sanitary District the Company -will begin providing Billing, Revenue Collection, Debt Collection and General Operation Services for such accounts. Upon receiving notification from the Sanitary District of the existence of any real estate which is connected to and using the Sanitary District's facilities for collecting, Pumping, treating and disposing of wastewater, but for which there is no Sewer Customer Account, the Company will begin providing Billing, Revenue Collection Debt Collection and General Operation Services for such accounts, pursuant to this Agreement. The Company will notify the Sanitary District as soon as practicable upon receiving information that any real estate for which the Company is providing Billing Services for a Sewer Customer Account is not connected to and using the Sanitar y facilities for collecting, Pumping, treating and disposing of wastewater. The Sanitary District will investigate and notify the Company of any changes necessary to be made in connection with such Sewer Customer Accounts. 11 E. Additional Services ReQuested. If the Sanitary District requests access to information via American On -Line in addition to their regular access not denied by the Company under Paragraph 3.1):(2)., or any other information referenced in this Agreement to be provided to the Sanitary District at its request, or services in addition to the Billing, Revenue Collection, Debt Collection or General Operation Services described herein, or material changes in said Services, the Company will use its best efforts to comply with such requests within a mutually agreed upon time frame upon agreement by the parties u p upon the Company's fee for such Additional Services, as set forth in Paragraph 4. C. of this Agreement ("Fee for Additional Services Requested"). 4• PAYMENTS TO THE COMPANY A. Per Customer Fee. (1) Amount and Services Included. For services rendered pursuant to this Agreement, other than Additional Services Requested (as defined in Paragraph 3.E.), the Sanitary District will pay to the Company a month) ph y fee ("Per Customer g omer Fee") Of $0.85 for each Mutual Account that was active (i.e., the account was sent a regular, Customer final or disconnect bill) during the month being billed. For Sewer Accounts that are not also Mutual Accounts, the Sanitary District will pay a monthly Per Custome r Fee of $0.85 plus actual postage. For Sewer Customer Accounts that require manu al computation by the Company to compute the amount owed, the Sanitary District will ay a monthly Per Customer Fee of $10.00. On or about the tenth day o p f each month, the Company will invoice the Sanitary District for all Per Customer Fees and disconnecti on 12 u fees earned in the preceding month. With such invoice the Company will provide an accounting for all Sewer Customer Account Charges billed and collected in the preceding month. Said invoice will be due and payable on or before the twentieth day of the same month in which it was sent. (2) Adiustments to the Per Customer Fee. The amount of the Per Customer Fee may be increased in the future upon the mutual agreement of the Sanitary District and the Company. If the costs to the Company for the services to be provided under this Agreement materially increase, in the Company's judgment, the Company may request an increase in the Per Customer Fee by providing the Sanitary District with appropriate documentation of the cost increases. Within 30 days after submission by the Company of such a request ("Requested Increase"), the Sanitary District shall review such documentation, meet with representatives of the Company to discuss the Requested Increase and either grant or refuse the Requested Increase (or otherwise agree with the Company on an increase). The Sanitary District shall not unreasonably withhold its approval. If the parties cannot agree upon the Requested Increase (or any other increase), they will submit the matter to mediation, under Paragraph 9. B., and if, following such mediation, the mediator recommends the terms of a settlement to the Company and Sanitary District, such recommendation shall be binding on the parties. If the parties cannot agree upon a mediator, or mediation has not been completed within 90 days after the Company's submission of the Requested Increase to the Sanitary District, the issue shall be submitted to arbitration, under Paragraph 9.13. 13 N (3) Adiustments to Comnanv Billing Procedure. The Company reserves the right to change its billing procedures, including the billing frequency, as approved by the Indiana Utility Regulatory Commission. If the Company makes such a change that, in the Company's judgment, would cause the costs to the Company p y for the services to be provided under this Agreement to increase, the Company may propose appropriate amendments to this Agreement. If the Sanitary District does not accept in writing such offers to amend within 30 days after submission by the Company, the Company may terminate this Agreement at its will and with no further obligation on the part of the Company. B. Fees for. Additional Services Re nested. Prior to incurring any costs in connection with Additional Services Requested by the Sanitary District, the Company will provide the Sanitary District a written statement of the charge therefor. If the Sanitary District approves such charge and the Company renders the Additional Services Requested, the Company will invoice the Sanitary District and the Sanitary District will pay the mutually agreed upon Fees for such Additional Services within 45 days of receipt of the invoice. 5• GENERAL OBLIGATIONS OF THE COMPANY A. Nondiscrimination. The Company will not discriminate against any employee or applicant for employment to be employed in the performance of services set forth in this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment because of such employee's or applicant's creed, religion, color, sex, 14 handicap, national origin or ancestry, age, disabled veteran status and Vietnam -era veteran status. The Company certifies its compliance with existing laws of the State of Indiana and the United States regarding prohibition of discrimination in employment Practices on the basis of race, sex, creed, color, religion, national origin, ancestry, age, handicap, disabled veteran status and Vietnam -era veteran status. B. Notice of Inability to Perform Services. The Company will, as soon as practicable, notify the Sanitary District of the occurrence and expected duration of any curtailment or stoppage of operations which may affect the Company's ability to perform the services under this Agreement. The Company will not be responsible for delays in performance of services or damages if such delays or damages are solely caused by any act or omission of the Sanitary District, its agents, or anyone employed by the Sanitary District, or are caused by flood, fire or other act of God or by any other circumstances beyond the control of the Company, its affiliated companies, or their officers, directors, agents or employees. C. Access. The Company will make available, at convenient times, its records in connection with Sewer Customer Accounts for inspection by the Sanitary District. s• GENERAL OBLIGATIONS OF THE SANITARY DISTRICT A. Rates. 1 • Sanitary Dis#riot's Wan-anty 9f Rates. The Sanitary District will Provide to the Company appropriate rates for the Company's use in performing Billing 15 Services. The Sanitary District warrants that all rates will be properly and legally in effect. 2. Change in Rates or Procedures. If, during the course of this Agreement, the Sanitary District determines that a change in any rate or procedure is necessary, the Sanitary District will be responsible for legally establishing any new rate or procedure. The Sanitary District will give the Company 30-days written notice of the effective date of any change in the Sanitary District's rate or procedure for Sewer Customer Accounts. The Sanitary District agrees to pay the Company's expenses to accommodate such changes. B. Sanitary District Contrant Oversight Person. The Sanitary District will designate a Sanitary District contract oversight person, who will be responsible for coordinating with the Company, on behalf of the Sanitary District, all activities and procedures under this Agreement. C. SUgDlemental Ordinances or Resolutions. The Sanitary District agrees to pass, or, if applicable, to use its best efforts to cause the legislative body for the Sanitary District of Richmond to pass, such supplemental ordinances or resolutions as may be necessary or advisable in order to discharge properly the obligations of either party to this Agreement, including but not limited to an ordinance approving this Agreement and the procedures outlined hereunder. 7• MUTUAL CORRECTION OF ERRORS. Any report, bill, data or service provided to or by the Sanitary District or Company under this Agreement which is found by the 16 Sanitary District or the Company to be in error due to a reason attributable to the other Party or affiliate thereof, will be corrected by the Company or the Sanitary District, as the case may be, without charge to the non -erring party. Upon discovery of such error, ' each party will promptly notify the other of its existence. 8. TERMINATION. A• By the Company. The Company will have the right to terminate this Agreement upon 45 days written notice ("Notice Period") to the Sanitary District upon the occurrence of any of the following events: (1) The Company makes a determination that a decision rendered by the Indiana Utility Regulatory Commission adversely affects its interests and the continuation of its services to be provided the Company as contemplated hereunder. (2) A material breach of this Agreement by the Sanitary District which is not cured within the Notice Period. B. By the Sanitary District. The Sanitary District will have the right to terminate this Agreement upon 45 days written notice to the Company upon the occurrence of any of, the following events: (1) The Sanitary District's system for billing Sewer Customer Accounts ceases to be based upon the quantity of water used or delivered to the property, as currently provided. (2) The Company becomes insolvent. 17 1 (3) A material breach of this Agreement by the Company which is not cured within the Notice Period. 9. GENERAL PROVISIONS. The following general provisions will apply to the parties' performances under this Agreement: A. Indemnification. The undertaking hereof on the part of the Company having been in response to a request on the part of the Sanitary District to facilitate its own functions in the matter of the public convenience, it is expressly understood that the Sanitary District shall and hereby does agree to indemnify, defend, and hold the Company harmless from any or all loss, liability, and expenses arising out of any claim of property owner, customers of the Company, or water consumer or others by reason of any interruption of water service or delay in restoring the same resulting from, or in any way related to or arising out of the performance, attempted performance or failure of performance by the Company of its services to the Sanitary District hereunder, except when arising out of the Company's negligence. B•. Dispute Resolution. In the event that a dispute arises out of or relates to this Agreement or the performance or breach thereof ("Dispute") and cannot be resolved by the Sanitary District and the Company, they agree first to submit the Dispute to a• mutually agreeable mediator under the Commercial Mediation Rules of the American Arbitration Association and thereafter to arbitration, if necessary, as provided in this paragraph. The recommendations of the mediator will not be binding upon the parties, except as provided in Paragraph 4.B.(2). The expenses of mediation shall be 18 shared equally by the Sanitary District and the Company. In the event that the parties cannot agree upon or, except as provided in Paragraph 4.B.(2)., with the decision of, a mediator, the parties agree to submit the Dispute to arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a panel of three arbitrators, one to be selected by each party and the third to be selected by the two arbitrators selected by the parties. The decision of a majority of the arbitrators on the matter shall be in writing and binding upon the parties. This Paragraph 9.13. shall not apply to the issue of the Company's right to terminate this Agreement pursuant to Paragraphs 4. B. (3) and 8.A. (1). C.r Notification and Notices. Each party will promptly notify the other party of actions, past or anticipated, which may materially affect the performance of its duties under this contract. Each party also will promptly send the other party a copy of all notices and process received by it concerning any pending, impending or threatened claim, action or other matter which does or may affect the other party's performance of its duties. All notices provided for in this Agreement will be delivered in person, or by facsimile communication, or by First Class mail, postage prepaid, to the following addresses, or such other address as either party will designate in writing to the other party: To the Company: Stacy R.. Sagar General Manager Indiana -American Water Company, Inc. P.O. Box 570 Greenwood, Indiana 46142 19 To the Sanitary District: D. Applicable Law. This Agreement will be governed by Indiana law. E. Successors and Assigns. This Agreement may be assigned by either party without written consent of the other party only where the successor or assignee is affiliated with a party to this Agreement or results from a merger with an entity affiliated with a party to this Agreement. Otherwise this Agreement will not be assigned by either party, in whole or part, without the prior written consent of the other party. F. Independent Contractors. The Company will be an independent contractor, and not an employee of the Sanitary District, for all purposes of this Agreement- G. Severability and Waiver. In the event that any clause or provision of -this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision will not affect any other provisions of this Agreement. Failure of either party to insist on strict compliance with the provisions of this Agreement will not constitute waiver of the party's right to demand later compliance with the same or other provisions of this Agreement. 1. Merger. This Agreement merges all previous negotiations between the parties hereto and their representatives with respect to the subject matter covered hereby. 20 IN WITNESS WHEREOF, the parties to this Agreement have set their hands as of the s*kday of , 200S INDIANA-AMERICAN WATER COMPANY, INC. By: Stacy R. Sa ar — eral Manager. BOARD OF SANITARY COMMISSIONERS OF THE SANITARY DISTRICT FOR THE SANITARY DISTRICT OF RICHMOND ON BEHALF OF ITSELF AND ON BEHALF OF THE SANIT4F"STRICT OF RICHMOND 0 By. ��e APPROVED BY: �. Mayor, City of Ri and 21