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HAND DELIVERY Executive Secretary Public Service Commission of West Virginia 3Iy

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HAND DELIVERY Executive Secretary Public Service Commission of West Virginia 3Iy 101 South Queen Street Southpointe Town Center Martinsburg, West Virginia 25401 1800 Main Street, Suite 200 Canonsburg, Pennsylvania 15317 - 7000 Hampton Center Morgantown, West Virginia 26505 333 West Vine Street, Suite 1700 ATTORNEYS AT'rAU' Lexington, Kentucky 40507 51 1 7th Street 600 Quarrier Street Moundsville West Virginia 26041 Charleston, West Virginia 25301 480 West Jubal Early Drive, Suite 130 Winchester, Virginia 22601 501 Avery Street Post Office Box 1386 Parkersburg, West Virginia 26101 Charleston, West Virginia 25325-1386 (304) 347-1 100 www. bowlesrice.com February 20,201 5 James V. Kelsh E-Mail Address: Telephone - (304) 347-1 135 [email protected] Facsimile - (304) 343-3058 Ingrid Ferrell HAND DELIVERY Executive Secretary Public Service Commission of West Virginia 3iY. \ '% C&$ pk\$- F TT\, "i B:.: T=L, * e. ---J tm-- 201 Brooks Street I. & y k, i- . L$~~t>*%\? ?p&-~.~ * -%%-** Charleston, West Virginia 2530 1 Re: Case No. 14-0248-PSD-CN Clavwood Park Public Service District Dear Ms. Ferrell: On behalf of the Claywood Park Public Service District ("District"), I file as a closed entry in the above-referenced matter the following documents: (1) copy of a fully executed sewer transfer agreement for the District's acquisition of the sewer utility assets of the Little Kanawha Service Company; (2) a fully executed sewer transfer agreement for the District's acquisition of the sewer utility assets of the Newark Acres Homeowners Association, Inc.; (3) the NPDES permit for the project; (4) the DOH permit; and (5) the State Historic Preservation Office letter of approval. Closing on the funding for the project which was the subject of this certificate case occurred on February 1 1,2015. VWVState Bar No. 66 17) JVWdlm Enclosures cc: Ronald E. Robertson, Esquire Todd Grinstead ATTACHMENT 1 6708934. I Page 1 of IO - SEWER TRANSFER AGREEMENT L THIS SEWER TRANSFER AGREEMENT (“Transfer Agreement”), entercd into this 8 day of p3r QRtk , 2014. by and between LITTLE KANAWHA SERVICE COMPANY, a corporation (hereinafier. the “Company”), and the CLAYWOOD PARK PUBLIC SERVICE DISTRICT, a certificated public utility and political subdivision of the State of West Virginia (hereinafter, the “District”). WHEREAS, the Company owns and operates a public sanitary sewer system (“Company System”), and the Company has been created and authorized to transact business in accordance with the laws of the State of West Virginia, and is engaged in providing sanitary sewer service to the Little Kanawha Estates subdivision and Llicinity of Wirt County, pursuant to authority granted by the Public Service Commission of West Virginia (“PSC”); WHEREAS, the District is a public service dislrict, crkated and authorized-to transact business in accordance Mith the laws of the State of West Virginia, and is engaged in providing potable water and sanitary sewer service to various communities located within Wood and Wirt Counties in West Virginia, pursuant to authority granted the District by the Wood and Wirt County Commissions, the PSC, and by statute; WHEREAS, the Conipany presently relies upon assistance provided by the District pursuant to c? September 1, 20 1 3 Wastewater Operations and Maintenance Agreement (“O&M Agreement”) for comprehensive operations and maizitenaiice sanitary sewer services; WHEREAS, upon completioii of the Project, any and all remaining components of the Company System used in furnishing sanitary sewer service in the Little Kanawha Estates subdivision aid vicinity will be property of the District, and all of the customers served by Project facilities, including customers of the Company, will be customers of the District; and WHEREAS, Conipany and the District are desirous of transferring to the District all of the customers of the Company and selling the Company System to the District on the following terms, limitations and conditions. WITNESSETH: That for and in consideration of the sun of Ten and 00/100 Dollars ($lO.OO), the mutual covenants set forth herein and other good valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the COMPANY and DISTRICT agree as follows: ARTICLE I TRANSFER 1.1 Subject Property, District agrees to buy and COMPANY agrees to sell and convey all of COMPANY’Sright, title, and interest in and to the property enumerated in Article 1.2 hereof (“Subject Property”) pursuant to the terms and conditions set forth herein. .~ .. .. - . .. Page 2 of 10 D~s~riptiortof Subject Property. The Subject Property shall consist of: The Company System as is. To the extent the COMPANY can acquire easements using its best efforts, twenty l'eet wide permanent easements for the land through which the collection facilities are located. Personal property consisting of parts, supplies, equipment and tools used exclusively for the operation of the Company System, as is. All rights, privilege, permits, certificates and approvals related to the Company System to the extent such are transferable. Maps of the Company System, as is. All accounts containing in whole or in part sanitary sewer fees paid by Company customers. Exclirded Property. This 'fransfer Agreement is for the sale of the Subject Property as an assct arid not as a going concern. All property owned by COMPANY, except that described in the definition of Sub.iect Property, shall remain the property of COhlPANY, and nothing in this Transfer Agreement provides District with any right, title or interest in such property, or any ability to control COMPANY'S use of such property. simple title to the red the easements as desc COMPANY will not take or fail to take any action, the natural consequence of which action or failure to act will or is likely to give rise to a lien or encuinbrance against the Subject Property. In the event any cloud of title, inadequacy of real property rights, lien or encumbrance against the Subject Property exists, arises; or is created, filed or perfected, COMPANY shall use its best efforts to clear, acquire, or fully discharge and satisfy, as approp e, such cloud of title, inadequacy of real property rights, lien or encumbrance, or otherwise cause removal, acquisition, release or termination, as appropriate, prior to the Closing, or authorize the Dist o undertakc appropriate action. 2.2 Existeizce,Stan d Airtlzorify of COMPANY. COMPANY is a duly organized and validly existing Wes on in good standing with the West Virgiria Secretmy of State. COMPANY has the authority to enter into this Transfer Agreement and to sell the Subject Property in the terms and conditions hereOK This Transfer Agreement, when executed and &liv , will be a valid and binding obligation of COMPANY in Page 3 of 10 I 2.3 Insurance. COMP shall keep in full force through the Closing standard property, casualty, and general liability insir coverage for the COMPANY covering the Subject Property in an amount of at least $50,000, and in g such coverage and terms as may be satisfactory to District. 2.4 Legal Procee COMPANY has not received service of process with respect to any claim, litigation, or other proceeding, the probable outcome of which might have a material adverse effect on the value of the Subject Property or its operation, and further, COMPANY has not received written notification of any asse lure of COMPANY or the Subject Property to comply with applicable laws (whether statuto ) or any rule, regulation, order, ordinance, judgment or decree of any federal. state, municipal, or goveminental authority. COMPANY is not now subject to any judgnient, order, writ, injunctio e which adversely affects the Sub-ject Property. COMPANY has not received notice of default ot in default of, any contract or agreement binding upon it, the effect of which would adversely affect the Subject Property. 2.5 No Defaults. Neitlicr the execution ofthis Transfer Agreement nor the consumniation of the transaction contemplated hereby will: (i) Conflict with, or result in a breach of; the terms, conditions, or provisions of', or constitute a default under, any agreement or instrument to which COMPANY, or any predecessor of COMPANY are a party, o (ii) Violate any ictioii to which COMPANY is subject, or ation of any applicable code, resolution, law, statute, regulation, ordinance, charter, bylaw judgment decree, or order, or celeration of any mortgage or note pertaining to the Subject Property or the cancellati y contract or lease pertaining to the Subject Property, or ation of any lien, charge, or encumbrance upon any of the ssigned to District pursuant to the provisions ofthis Agreement. 2.6 Events Prior to d Other Irzfnrmntion. COMPANY will not cause or, to the best of its ability, permit any action to be taken which would cause any of COMPANY'S rcpresentations or warranties to be tnaterially untrue as of the Closing. COMPANY agrees to immediately notify District in writing of any event or conditio11 which occurs prior to Closing hereunder which causes a clyange in the facts related to, or the truth of, my of COMPANY's representations. 2.7 Furtlieu Acts of C NY. On or before the Closing, COMPANY will use its best efforts to make, execute, and 11 such additional and further acts, deeds, instruments, and documents as reasonably may d by District to completely vest in and assure to District full rights in or to the Subject Property. 2.8 Future Easeme e COMPANY agrees to convey to the District, for zero consideration, future rights-of- easements necessay for the operation, maintenance, repair, replacement, extension or eiilar Page 4 of 10 ARTICLE III CONDITIONS PRECEDENT TO DISTFUCT'S OBLIGATIONS Set forth below are the conditions precedent to the District's obligation to purchase the Subject Property. Unless otherwise specified in this Article 111, if any of the conditions precedent set forth below are not satisfied as of Closing, this Transfer Agreement shall be null and void, and District shall have all other remedies available pursuant to applicable law.
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