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.
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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.
3.1 Representations and Warranties. The representations and warranties of COMPANY set forth herein shall be without material adverse change as of Closing,
3.2 Title and Lien Searches. District shall have received title and lien searches and such other evidence as it may reasonably require, certifying that COMPANY'S title to the Subject Property is ikec and clear of all licns and encumbrances except (a) easements and restrictions of record which are reasonably acceptable to District; and, (b) any uhpaid taxes, assessments, licils or encumbrances which COMPANY shall be obligated to pay, andlor obtain a release, for at or before Closing as hereinafter provided (the "Permitted Encumbrances"). Within,thirty (30) days from the date of PSC approval of this Transfer Agreement, District, at District's sole cost and expense, shall obtain a report on title from an attorney ai law licensed to practice in the State 6f West Virginia andor a conunitmelit for title insurance, issued by a title insurance Company licensed to do business in the State of West Virginia which shall be reasonably acceptable to District. District shall have five (5) days thereafter within which to notify COMPANY, in writing, of any objections to title as revealed thereby.
COMPANY shall not he obligated to cure any objections to title other than those liens or encumbrances which may be satisfied by the payment of money; however, COMPANY shall notify District in writing within five (5) days of receipt of any written objections to title as to whether or not COMPANY shall undertake to remedy same. In the event COWANY elects not to attempt to remedy any objection to title, or if COMPANY elects to attempt to remedy any objection and is subsequently unable to do so to District's reasonable satisfaction, District shall be entitled to elect to: (a) cancel and terminate this Transfer Agreement whereupon this Transfer Agreement shall be null and void and of no further force or effect and neither party shall have any further rights or obligations hereunder; or, (b) waive any such objection and proceed to closing as provided for herein without any adjustment to the Purchase Price,. District shall notif; COMPANY, in writing, of District's election within five (5) days after receipt of notice from COMPANY that COMPANY shall not attempt to reniedy any objection to title or if COMPANY has attempted io do so that such attempt has been terminated without success. ! 3.3 Compliance of COMPANY. COMPANY shall have materially complied with all of its obligations hereunder including, without linlitation, the delivery of all documents and items required hereunder within the time periods spdcified herein.
3.4 Material Adverse C'lkges. From the date of this Transfer Agreement to the date of the Closing, there shall not have been +r be any matcrial adverse change in the Subject Property, the use thereof or COMPANY'S operations related thereto.
3.5 Waiver. Failure of District to make objection as to any of the matters provided for herein, within the time provided where a specific time is set forth, shall be deemed satisfaction or waiver of such contingency. In the event District terminates this Transfer Agreement by reason of the failure of any of the contingencies set forth herein, neithcr party shall Iiaw any further rights or liabilities under this Transfer Agreement. Page 5 of 10
3.6. PSC Approval. This Transfer Agreement and respective terms and obligations of the parties are neither binding nor effective until it is approved by the PSC. Any action taken by any pa-ty prior to approved by the PSC is at each respective party's sole risk and expense.
ARTICLE rv OBLIGATIONS PRIOR TO CLOSING
4.1 Risk of Loss. COMPANY assumes all risk of loss, damage and destruction to all or any part of the Subject Property until and including the Closing date from any cause whatsoever, whether or not they are insured therefore. Upon the occurrence prior to the Closing date of any loss, damage or destruction to any material part of the Subject Property due to any such causes, COMPANY shall provide District with written notice stating the extent of such loss, damage or destruction, and the cause thereof, if known, and the extent to which the Subject Property lost, daniaged or destroyed will be reimbursed under any applicable insurance policy. In the event that a material part of the Subject Property, as determined by District in their sole discretion, should be lost, daniaged or destroyed prior to the Closing, District shall have the right to terminate this Transfer Agreement by written notice to COMPANY, without penalty or cost, and not proceed with the Closing. If District elects to continue this Transfer Agreement following any such occurrence, this Transfer Agreement shall not be afTected, but COMPANY shall and hereby does assign to District all rights under any policies of insurance applicable. to such loss, shall pay over to District all proceeds received thereunder, and shall and hereby does grant to District the right to bring any action in COMPANY'S name necessary to recover under any such policies.
ARTICLE V CLOSING
5.1 Timing. The parties agree to expedite the Closing for the transfer of the Company System under this Transfer Agreement as soon as practicable but no later than ten (10) business days after the District certifies to the PSC that the Project is substantially complete. The O&M Agreement shall remain in effect until thc Closing. After Closing, the O&M Agreement shall cease to be binding on the parties.
ARTICLE VI. CLOSING COSTS Ahm PAYMENTS
6.1 Ctosing Costs arid Payments. Costs and payments related to the purchase and sale of the Subject Property shall be paid at CIosing as follows:
(a) District shall pay for: (i) any recording costs associated with the Closing;
(ii) all of District's legal fees.
6.2 Operating Costs and Tuxes. All real property and personal property taxes applicable to the Subject Property shall be paid by the COMPANY as of Closing. COMPANY shall pay for all costs of operating the Subject Property up to and uiitil the date of Closing. The COMPANY shall have all meters measuring the consumption of water, gas, or electric utilities by the Subject Property read as of the date of
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Closing. Following closing, the District shall apply for all needed services in the District's name. The District shall not be responsible for any charges related to the Subject Property prior to Closing.
ARTICLE VI1 COMPANY DELIVERIES AT CLOSING
7.1 Items Delivered nf Closing. COMPANY shall deliver or cause to be delivered the following items at Closing:
(a) A General Warranty Deed, satisfactory in form and substance to District, conveying good and marketable fee simple title to the property described in $1.2(b) herein, free and clear of all liens, encumbrances, easements, and restrictions except as may be permitted under this Transfer Agreement.
(b) Any releases for real estate liens or other instruments or agreements to be canceled pursuant to the tenns of this Transfer Agreement, in form appropriate for cancellation of record and "payoff' letters from the holders of such obligation(s).
(c) A Bill of Sale transferring to District all of COMPANY'S right, title, and interest in the tangible Personal Property.
(d) Transfer Deeds for all of the easements described herein at 51.2(b), to the extent the COMPANY can acquire them using its best efforts.
(e) Letters from governmental authorities transferring the permits, certificates, approvals and like authorizations to the District to the full extent such are transferable.
ARTICLE VI11 TEWv%SOF SERVICE AFTER CLOSING
8.1 Terms. The District shall bill residents served by the Company System according to the District's tariff on file with the PSC, as amended from time to time, for furnishing sanitary sewer service. The District may terminate potable water service to customers served by the Company System for IIOII- payment of sewer service, provided the District coniplies with the notice and other requirements of the Rules for the Government of Sewer Utilities for such terminations.
8.2 Removal of Structures Tyitlrin Ensemenfs. After Closing, thc District may enforce its easement rights, including but not limited to requiring the removal of all structures, iiicluding but not limited to storage sheds and fences, located within easements, as needed.
ARTICLE TX TERMINATION
9.1 Termifintion. This Transfer Agreement is subject to termination upon the following conditions:
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A. Adverse Governnzenf/Regulatorv Action. This Transfer Agreement shall terminate and be of no further force and effect in the event of (i) independent actions by third parties which render performance of this Transfer Agreement illegal or impossible in any fundamental respect; or (ii) mutual agrccnient of the boards of directors of COMPANY and District.
E. Termination bv District. This Transfer Agreement may be terminated by District, at its option, in the following circunistances:
(i) If COMPANY fails to perform any material condition or tenn of this Transfer Agreement required to be performed by it prior to or at the Closing and such failure shall not be waived in writing by the District or shall not have been cured to the satisfaction of District within the period of time, if any, provided by District for the cure thereof;
C. Liabilitv on Termiization. In the event of tlic terniination of this Transfer Agreement pursuant to tlie terms and provisions hereof, no party hereto will have any liability hereunder of any nature whatever to any other party hereto including any liability for damages.
ARTfCLE X TESTING
Prior to Closing, the COMPANY shall grant the DISTRICT, its employees, agents and contractors full access to the treatment aid collection facilities of the Company System for all inspections and tests which the DISTRlCT desires to perform incident to the Company System.
ARTICLE Xi. INDEMNIFICATION
Except as provided herein and in the O&M Agreement, the COMPANY agrees to indemnify and hold harmless the DISTRICT from any and all environmental violations, liabilities, penalties and assessments of any kind, which arise froin the ownership or operation of the Company System prior to the date of Closing, Except as provided herein, the DISTRICT agrees to indemnify and hold harmless the COMPANY from any and all environmental violations, liabilities, penalties and assessments of any kind which arise froni the DISTRICT'S negligence in the operation or maintenance of the Company System after the date of Closing.
ARTICLE XI1 NOTICE
Any written notice required under tlie ternis of this Transfer Agreement may be given with respect to the COMPANY by sending the same, by certified mail, to the foilowing addresses, or any other address designated in writing by the COMPANY: Page 8 of 10 - Josh Wine. President Little Kanawha Service Company 582 Maple Drive Elizabeth, WV 26 143
Any written notice required under the terms of this Transfer Agreement may be given with respect to the DISTRICT by sending the same, by certified mail, to the following address, or other address designated in writing by the DISTRICT:
Todd Grinstead General Manager Claywood Park Public Service District P.O. Box 127 Parkersburg, WV 26102
ARTICLE XIII. MISCELLANEOUS
13.1 Effective Date. This Transfer Agreement shall become effective between the parties upon the first day after approval of this Transfer Agreement with the PSC.
13.2 Biding. This Transfer Agreement shall be binding upon the parties and their respective members, heirs, officers, employees, agents aid assigns.
13.3 Assignment. This ’Transfer Agreement may not be assigned by either party without the prior, written approval of the other party
13.4 Guverning Law. This ‘Transfer Ageement is governed by the laws of the State of West Virginia.
13.5 Duplicates. This Transfer Agreement is executed in duplicate, and both duplicates are deemed to be originals.
13.6 Survival. This l’rmsfer Agreement survives the Closing. If any portion of this agreement is declared void or unenforceable as aresult of a change in federal or state law or regulations or by a change in federal, state or local specifications, the remaining section will remain in €orce and any party to this agreement may propose an amendment to the oEfending section or part thereof to bring it back into compliance.
13.7 Entire Agreement. This is the entire agreement between the parties and may not be amended without a writing signed by both parties to this Transfer Agreemcnt.
13.8 Amendmenf. This Transfer Agreement may be changed, modified or amended only in writing, which shall set forth the provisions of such change, modification or amendmellt and which shall be executed by all of the parties hereto.
.... - - Page 9 of 10 - 13.9 Waiver. The wziver by any party Iiereto of a breach of my Coveiiant, rcprcscntsriion or warranty herein contained shall not be deemed a continuing waiver of such breach nor a waiver of any breach of any other covenant, representation or warranty herein contained; but to the contrary, demand may be made at any time for the cure of such breach.
Witness the following signatures and seals:
Little Kanawha Service Company, a corporation
Its: President
ATTEST:
Witness: r?
By:
STATE OF WEST VIRGINIA COUNTY OF WIRT: to-wit:
1, &AL%X-. ,)$ Aw~&w,,, a notary public in and for said state do hereby certifji that sS#W,>= an@'&g,&&fi~~~~sdfficers of Little Kariawha Service Company, whose names are signed to the writing above, have this day acknowledged the same before me.
Given under my hand this day of ,2014.
OFFICIAL SEAL NOTARY PUBUC STATEOF miviRetrw POTARTAL SEAL] ROSENA L. GREUUSURG Route 3. BOX 342 tl2 Elizabeth, West VirOinjS 26143 Commission Emires SUM 30.2918
My Comiission expires:
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STATE OF WEST VIRGINIA COUNTY OF WOOD, to-v&:+‘ --
Michael Miller Its: Chairman
ATTEST:
Witness:
I, /. 5l?A.jk4Cd BrL&L.StM”-. , a notary public in and for said state do hereby certify that Miclistei. Miller, Chairinan of the Claywood Park Public Service District, and Todd Grinstead, the General Manager of the Claywood Park Public Service District, whose names are signed to the writing above, have this day acknowledged the same before me. Given under my hand this 8 day of APQL ,2014.
R. SHAYNE 0~B~M [NOTARIAL SEAL] 237s MapktDriVe mere1 Wells, West Viwnra St50 Cnmmisstcm Ewaires Nov 27.2021
5923965.1 ATTACHMENT 2 Page 1 of 10 SEWRTRANSFER AGREEmNT
THIS SEWER TRANSFER AGREEMENT (“‘Transfer Agreement”), entered into this 6 day of v 2015. by and between NEWARK ACRES HOMEOWNERS ASSOCIATION, INC., a corporatioli *ere er. the “Company”), and the CLAYWOOD PARK PUBLIC SERVICE DISTRICT, a certific public utility and political subdivision of the State of West Virginia (hereinafter, the “District”). I
WHEREAS, the Company oms and operates a public sanitary sewer system (iCompany System7’),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 Newark Acres subdivision and vicinity of Wirt County, pursuant to authority granted by the Public Service Commission of West Virginia (“PSC”);
WEEREAS, the District is a public service district, created and authorized to transact business in accordance with the laws of the State of West Virginia, and is engaged in providing polable water and sanitary sewer service to various communities located within Wood and Wlrt Counties in West Virginia, pursuant to authority granted the District by the Wood and Wirt County Commissions, die PSC, md by statute;
WEREAS, the Company presently relies upon assistance provided by t;he District pursuant: to a 2001 Billing Agreement f”’3illingAgrtt.ement”) for billing services;
WHEWAS, upon completion of the Project, any and all remaining components of the Company System used in furnishing sanitary sewer service in the Newark Acres subdivision and vicinity will be property of the District, and all of the customers served by Project facilities, including customers ofthe Company, will be customers of the District; and
WHEREAS, Company and the District are desirous of transferring to the District all of the customers of the Company and selling the Gonipany System to the District on the following terms, fimitafions and conditions.
WITNESSETH:
That for and in consideration the sum of Ten and OW100 Doifars ($10.00), the mutual covenants set foith herein and other good valuable consideration, &e receipt md sufficiency of aI1 of which is hereby acknowledged, die COWANY and DISTRICT agree as €olltws:
ARTICLE I TRANSFER
1.1 Subject Property, District agrees to buy and COMPANY agrees to sell and convey all of COMPANY’S rig& 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.
1.2 Descr@tion of Siihject Pruperfy. The Subject Property shdl consist of:
(a) The Conipmy System as is. Page 2 of 10
To the extent the COMPANY can acquire easements using its best efforts, twenty feet 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 Conipany System, as is,
Ejtcluded Pruperty,-- This Transfer Agreement is for the sale offhe Subject Property as an asset and not as a going concern. Ail property o-med by COMPANY, except that describedin the definition of Subject Property, shall remain the property of COMPANY, and nothing in this Transfer Agreement provides District with any right, title or interest in such property, or my ability to control COMPANY'S use of such property.
ARTICLE It1 COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS The COMPANY hereby makes the following representations, warranties, and covenants as of the Date ofthis Transfer Agreement, each of which is material and is relied upon by District:
2.1 Ti& fo Subject Prupew. COMPANY is the sole owner of good and marketable fee simple title to the real property described herein at Section 1.24a1, and will use its best ef%orts to acquire the easements as described in (51,2.(b). COMPANY has clear title to dl of the facilities comprising the Company System and the personal property used in connection with the Company System, and has obtained all governmental approvals nece;ssary €or the legal operation of the Company System. COMPANY will nut take or f&f to -take any action, the natural consequence of which action or failure to act will or is likely to give rise to it lien or encumbrance against the Subject Property. In the eve e, inadequacy of real property rights, Een or encmbrance against the Subject Property arises, or is created, filed or perfected, COMPANY shall use its best efforts to clear, acquire, or fully discharge and satisfy, as appropriate, such cloud of title, inadequacy of real property rights, lien or encumbranee, or otberwise cause its removd, acquisition, release or termination, as appropriate, prior to the Closing, or authorize the District to undertake appropriate action.
2.2 Exisleme, Standing avtd Authority of COMPANY. COMPANY is a duly organized and validly existing West Virginia corporation in good standing with the West Virginia Secretary of State. COMPANY has the right, power, and authority to enter into this Trmfer Agreement and to sell the Subject Property in accordance with the terms and conditions hereof. This Transfer Agreement, when executed and delivered by COMPANY, will be a valid and binding obligation of COMPANY in accordance with its terns.
2.3 Insurance. COMPANY shall keep in full force through the Closing standard property, casualty, and general liability insurance e COWANY covering the Subject Property in an amount of at least $50,000, and including and terms as may be satisfactory to District. Page 3 of 10
2.4 Legal Pruceediags, efc. 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 fiu-ther, COMPANY has not received written notification of any asserted failure of COMPANY or the Subject Property to comply with applicable laws (whether statutory or not) or my de, regulatioa, order, ordinance, judgment or decree of any federal, state, municipal, or other governmental authority. COMPANY is not now subject to any judgment, order, writ>injunction or decree which adversely flects the Subject Property. COMPANY has not received notice of default of, and is not in default of, my contract or agreement binding upon it, the effect of which would adversely affect the Subject Property.
2.5 No Defarrlrs. Neither the execution of this Transfer Agreenied nor the consummation 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, or
(ii} Violate any restriction to which COMPANY is subject, or
(iii) Constitute a violation of any applicable code, resolution, law, statute? regulation, ordinance, charter, bylaws, rule, judpment decree, or order, or
(iv) Result in the acceleration of any mortgage or note pestaining to the Subject Property or the cancellation of my contract or lease pertainkg to the Subject Property, or
(v) Result in the creation of any lien, charge, or encumbrance upon any of the properties or assets to be sold or assigned to District pursuant to the provisions of this Agreement.
2.6 Events Prior to Clusi~gnnd Other InfomatiOn~COMPANY will not cause or, to the best of its ability, permit any action to be taken which would cause any of COMPANY’S r~p~s~nta~onsor warranties to be materially untrue as ofthe Closing. COMPANY agrees to immediately notify District in writing of any event or condition which occurs prior to Closing hereunder which causes a change in tbe facts related to, or the truth of, any of COMPANY‘S representations.
2.7 Further Acts of COMPANY. On or before the Closing, COMPANY will use its best ef’forts to make, execute, and deliver all such additional and fkrther acts, deeds, instruments, and documents as reasonably mybe required by District to completely vest in and assure to District full rights in or to the Subject Property,
2.8 Fatuve Easemen&. The COMPANY apes to convey to the District, for zero consideration, future rights-of-way and easements necessary €or the operation, maintenance, repair, replacement, extension or enlargement of sewer service.
ARTICLE 111 CONDITIONS PRECEDENT TO DISTRIICT’S OBLIGATIONS
Set forth below are the conditions precedent to the district"^ obligation to purchase the Subject Property. Unless otherwise ecified in this Article III, if any u€ the conditions precedent set forth below Page 4 of 10 are not satisfied as of Closing, this Transfer Agreement shall be null and void, and District shall have all other remedies available pursuant to applicahle law.
3.1 Represeiitafions and Warranties. The representations and warranties of COMPANY set forth herein shall be without material adverse change as of Closing.
3.2 Titk and Lien Searches. District shall have received title and lien searches and such other evidence as it may reasonably require certiflring that COMPANY'Stitle to the Subject Property is free and clear of all lizns and encumbrances except (a) easements and restrictions of record which are reasonably acceptable to District; and, (b) any unpaid taxes, assessments, liens or encumbrances which COMPANY shall be obfigated to pay, and/or obtain a release, for at or before Closing as hereinafter provided (the "Pemiitted Encumbrances"). Within thirty (30) days f?om the date of PSC approval of this Transfer Agreement, District? at District's sole cost and expense, shall obtain a report on title from an attorney at law licensed to practice in the State of West Virginia andlor a commitment for title insurance, issued by a title insurance Conipany licensed to do business in the State of West Virginia which shall be reasonably acceptable to District. District shall have five (5) days thereafter within which to notify COMPANY, in writing, of any objections to title as revealed thereby.
COMPANY shall riot be obligated to GUTC any objections to title other than those liens or encumbrances which may be satisfied by the payment of money; however, COMPANY shalt notify District in wi'iting within five (5) days of receipt of any written objections to title as to whether or not COMPANY shall undertake to remedy same. In the event CQMPANY elects not to attempt to remedy any objection to title, or if COMPANY elects to attempt to remedy any objection and is subsequently unable to do so to District's reasonable satisfaction, District shalI be entitled to elect to: (a) cancel and terninate this Transfer Agreement whereupon this Transfer Agreement sfiall be null and void and of no further force or effect and neither party shall have any further rights or obligations hereunder; or, (b) waive any such objection and proceed to closing as provided for herein without any adjustment to the Purchase Price,. District shajI notify COMPANY, in writing, of District's election within five (5) days after receipt of notice €'om COMPANY that COMPANY shall not attempt to remedy any objection to title or if COMPANY has attempted to do so that such attempt has been terminated without success.
3.3 Contpiiance of CUMPM. COMPANY shall have materially complied with all of its obligations hereunder including, without limitation, the delivery of all documents and items required hereunder within the time periods specified herein.
3.4 Maferiut Jfdwse Cltaages. From the date of this Transfer Agreement to the date of the Closing, there shall not have been or be any material adverse change in the Subject Property, the use thereof or COMPANY'S operations related thereto.
3.5 Wiziver. Failure of District to make objection as to any of the ovided for herein, within the time provided where a specific time is set -forth, shdl be deemed s or waiver of such contingency. In the event District terminates this Transfer Agreement by reason of the failure of any of the contingencies set forth herein, neither party shall have any fwther rights or liabilities under this Transfer Agreement.
3.6. PSC Approval, This Transfer Agreement and respective terms and obligations of the parties are neither binding nor effective until it is approved by the PSC. Any action taken by any party prior to approved by the PSC is at each respective party's sole risk and expense. Page 5 of 10 ARTICLE IV OBLIGATIONS PRTOR TO CLOSING
4.1 Risk uf Luss. COWANY assumes all risk of loss, damage and destructio~ito all or any part of the Subject Property until and including the Closing date from any cause whatsoever, whether or not they are insured therefore. Upon the occurrence prior to the Closing date of any loss, damage or destruction to any material part ofthe Subject Property due to any such causes, COMPANY shall provide District with written notice stating the extent of such loss, damage or destruction, and the cause thereof, if known, and the extent to which the Subject Property lost, damaged or destroyed will be reimbursed under any applicable insurance policy. In the event that a material part of the Subject Property, as determined by District in their sole discretion, should be lost, damaged or destroyed prior to the Closing, District shall have the right to terminate this Transfer Agreement by written notice to COMPANY, without penalty or cost, and not proceed with the Closing. if District elects to continue this Transfer Agreement following any such occurrence, this ‘Transfer Agreement shall not be affected, but COMPANY shall and hereby does assign to District all rights under any policies of insurance applicable to such loss, shall pay over to District all proceeds received thereunder, and shall and hereby does grant to District the right to bring any actiori in COMPANY’Sname necessary to recover under any such policies.
ARTICLE V CLOSING
The parties agree to expedite the Closing for the transfer of the Company System under this Transfer Agreement as soon as practicable but no later than ten (10) business days after the District certifies to the PSC that the Project is substantially compIete. The Billing Agreement shdl remain in effect until the Closing. After Closing, the Billing Agreement shall cease to be binding on the parties.
ARTICLE VI CLOSING COSTS AND PAYMENTS
6.1 Closir2g Gxts and Payments. Costs and payments related to the purchase and sale of the Subject Property shall be paid at Closing as follows:
(a) District shall pay for: (i) any recording costs associated with the Closing:
(ii) all of District’s legal fees.
6.2 Opergting Costs and Tats. A11 real property and personal property taxes applicable to the Subject Property shall be paid by the COMPANY as of Closing. COMPANY shall pay for dl costs of operating the Subject Property up to and until the date of Closing. The COMPANY shd1 have all meters measuring the consumption of water, gas, or electric utr’lities by the Subject Property read as ofthe date of Closing, Following closing, the District shall apply for all needed services in the District’s name. The District shdl not be responsible for any charges related to the Subject Property prior to Closing. Page 6 of 10
ARTICLE vfl COMPANY DELIVERIES AT CLOSING
7.1 items Dcrlivered at Closing. COMPANY shall deliver or cause to be delivered the following items at Closing:
(a) A General Wai-ranty Deed, satisfactory in form and substance to District, conveying good and marketable fee simple title to the property described in $1.2(b) herein, free and clear of all liens, encumbrances, easements, and restrictions except as may be permitted under this Transfer Agreement.
(b) Ariy releases for real estate liens or other instruments or agreements to be canceled pursuant to the terms of this Transfer Agreement, in form appropriate for cancellation of record and “payoff’letters from the holders of such obligation(s).
(e) A Bill of Sale transferring to District all of COMPANY’S right, title, and interest in the tangible Personal Property,
(d) Transfer Deeds for all of the easements described herein at 3 1.2fb), to the extent tlie COMPANY can acquire them using its best efforts,
(e) Letters from governmental authorities transferring the permits, certificates, approvals and like authorizations to the District to the full extent such are transferable.
ARTICLE VI11 ‘TERMS OF SERVICE AFTER CLOSING
8.1 Term* The District shall bill residents served by the Company System according to the District’s tariff on file with the PSC, as amended from time to time, for furnishing sanitary sewer service, The District may terminate potable water sewice to customers served by the Company System for non- payment of sewer service, provided the District complies with the notice and other requirements of the Rules for the Government of Sewer Utilities for such terminations.
8.2 Rentoval of Stmctums Within Easemenfs. After Closing, the District easement rights, including but not limited to requiring the removal of a11 struc-s, i limited to storage sheds and fences, located witbin easements, as needed.
ARTICLE IX TERMINATION
9.1 Termination. This Transfer Agreement is subject to termination upon the following conditions:
A. Adverse GovernmentYRepuinfcrw Action. This Transfer Agreement shall termhate and be of no further force and effect in the event of (i) independent actions by third parties which render performance of this Transfer Agreement illegal or impossible in any fundamental respect; or (ii) mutual agreement of the boards of directors of COMPANY and District. Page 7 of 10
€3. Termination by Disfrict. This Transfer Agreement may be terminated by District, at its option, in the following circumstances:
(i) If COMPANY Eaits to perform any material condition or term of this Trmsfer Agreement required to be performed by it prior to or at the Closing and such failure shall not be waived in writing by the District or shall not have been cured to the satisfaction of District within the period of time, if any, provided by District €or the cure thereoc
C. Liabiliht on Termhation. In the event of .the termination of this Transfer Agreement pursuant to the terms and provisions hereof, no party hereto will have any liability hereunder of any nature whatever to any other party hereto including any liability for damages.
ARTICLE X TESTING
Prior to Closing, the COMPANY shall gmt the DISTRICT, its employees, agents and contractors full access to the treatment and collection facilities of the Compatiy System for all inspections and tests which the DISTfRICT desires to pedorm incident to the Company System.
ARTICLE XI. INDEMNIFICATION
Except as provided herein and in the Billing Agreement, tfie COMPANY agrees to indemnify and hold harmless fhe DISTRICT &om any and all ~n~i~~en~violations, liabilities, peaallies and assessments of any kind, which arise from the ownership or operation of the Company System prior to the date of CIosing. Except as provided herein, the DISTRICT agrees to indemnify and hold harmless the COMPANY from any and all ~~viron~en~lviolations, liabilities, penalties and assessments of any kind which arise from the DISTRICT‘S negligence in the operation or maintenance of the Company System after the date of Closing.
ARTICLE xrI NOTICE
Any written notice required under the terms of this Tmsfer Agreement may be given with respect to the COMPANY by sending the same, by certified mail, to the following addresses, or any other address designated in writing by the COMPANY: Page 8 of 10
- Any written notice required under the terms of this Transfer Agreement may be given with respect to the DISTRICT by sending the same, by certified mail, to the following address, or other address designated in writing by the DISTRICT:
Todd Grinstead General Managcr Claywood Park Public Service District P.O. Box 127 Parkersburg, WV 26102
ARTICLE XIII, MISCELLANEOUS
13.1 Effective Date. This Transfer Agreement shall become effective between the parties upon the first day after approval of this Transfer Agreement with the PSC.
13.2 Binding, This Transfer Agreement shall be binding upon the parlies and their respective members, heirs, oRcers, employees, agents and assigns,
13.3 Assignment. This Transfer Agreement may not be assibaed by either party without the prior, written approval of the other party
13.4 Governing Law. This Transfer Agreement is governed by the laws ofthe State of West Virginia.
13.5 Dupficates. This Transfer Agreement is executed in duplicate, and both duplicates are deemed to be originals.
13.6 Survival. This Transfer Agreement survives the Closing. If any portion of this agreement is declared void or unenforceable as a result of a change in federal or slate law or regulations or by a change in federal, state or local specifications, the re section vdl remain in force and any party to this agreement may propose an amendment to the offending section or part thereof to bring it back into compliance.
13.7 Enfir&Agreement. This is the entire agreement between the parties and may not be amended without a writing signed by both parties to this Transfer Agreement.
13.8 Amendment. This Transfer Agreement may be chmged, modified or amended only in writing, which shall set forth the provisions of such change, modification or amendment and which sliall be executed by all of the parties hereto.
13.9 Waiver. The waiver by any party hereto of a breach of any covenant, representation or warranty herein contained shall not be deemed a continuing waiver of such breach nor a waiver of any breach of any other covenant, representation or warranty herein contained; but to the contrary, demand may be made at any thefor the cure of such breach. Page 9 of 10 Witness tbe foliowing signatures and seals: - Newark Acres Ilomeowners Associsttion, Inc., a corporation By:
ATTEST: fi
M
Its: ~ --- Its: Chairman
ATTEST:
Witness:
By:
OFFICIAL SEAL NOTARY PUBttC STAT€ OF WEST VIRGINIA R. SHAYNE BRABHAM WOTARIAL SEAL] 237 S MaplaDrive Mineral Wells, West Virginia 26150 II
6650384.1 ATTACHMENT 3 STATE OF WEST VIRGINIA DEPARTMENT OF E~VIRONMEN~ALPROTECTION DIVISION OF WATER AND WASTE MANAGEMENT 601 57TH STREET SE CHARLESTON, WV 25304-2345
NATIONAL POLLUTANT DISCHARGE ELlMlNATiON SYSTEM WATER POLLUTION CONTROL PERMIT NPDES PERMIT NO.: WOO43991 ISSUE DATE: November 13,2014 SUBJECT Sewage EFFECTIVE DATE : January 01,2015 EXPIRATION DATE: June 30,2019 SUP E RS EDES : Permit No. WV004399 I dated May 22, 2009; GP Registration No. WVG550503 dated September 22,201 I; GP Registration No. WVG550833 dated August 31,2012; GP Registration No. WVG551061 dated October 31,201 1 LOCATION: PARKERSBURG Wood Little Kanawha River (City) (CO unty f (Drainage Basin) See the next page for a list of Outlets.
TO WHOM fT MAY CONCERN: This is to certify that: GLAYWOOD PARK PSD 594 DAVlSVILLE RD PO BOX 127 DAVISVILLE, WV 26142 is hereby granted a West Virginia NPDES Water Pollution Control Permit to: Operate and maintain existing sewage collection and treatment systems as described below:
Outlet 00 1
An existing 0.4 million gallon per day (MGD) sewage collection and treatment facility consisting of; 4,655 linear feet of four (4) inch gravity sewer line; 2,836 linear feet of six (6)inch gravity sewer line; 39,885 linear feet of eight (8) inch gravity sewer he; 95 Iinear feet of 18 inch gravity sewer line; 86 linear feet of 30 inch gravity sewer line; I9,6 10 linear feet of four (4) inch force main; 1,860 linear feet of six (6) inch force main; 2,050 linear feet of eight (8) inch force main; 34,868 linear feet of 1.75 inch pressure sewer line; 56,778 linea feet of two (2) inch pressure sewer line; 33,192 linear feet of three (3) inch pressure sewer line; 3,875 linear feet of four (4) inch pressure sewer line; 2,255 linear feet of eight (8) inch pressure sewer line; 4,085 linear feet of three (3) inch vacuum sewer line; 22,43 5 linear feet of four (4) inch vacuum sewer line; 20960 linear vacuum sewer line; 13,178 linear feet of eight (8) inch vacuiirn sewer line; 161 manholes; 158 cleanouts; 11 Iift stations; one (1) vacuum station; three (3) 175,000 gallon sequential batch reactor chambers; ultraviolet disinfection; belt press; and all necessary appurtenances.
The system is designed to serve approximately 5,001 pers n the Claywood Park Public Service District and its surrounding areas and discharges via Outlet 001 to the Kanawha River (approximately 4.S miles from its mouth) of the Ohio River. Page No.: 2 of 26 Permit No. : ~~~439~1
Outlet 002
An existing 3,900 gaIIon per day sewage treatment system consisting of a 0.3 acre siabilization lagoon followed by a 300 gallon chlorine contact tank, and a dechlorination system. The stabilization lagoon is no longer used for treatment purposes but has not been properly decomissioned and still maintains the ability to discharge via Outlet 002 to Berry Run (1.7 miles from its mouth) of Worthington Creek of the Little Kariawha River.
Outlet 004
To acquire, construct, install, operate and maintain a new 0.3 MGD sewage collection and wastewater treatment system consisting of approximately 397 linear feet of eight (8) inch gravity sewer tine; 370 linear feet of six (6) gravity sewer Iine; necessary manholes and cleanouts; 5 1 grinder pump stations; one (1) 275 gpm duplex subniersilde sewage pump station with VFD; one (1) 180 gpm duplex submersible sewage pump station with VED; one (I) 130gpm duplex submersible sewage pump ststtion with VFD; approximately 3,555 fineas feet of eight (8) inch force main; 8,004 linear feet of six (6) inch force main; 1,182 linear .feet of two (2)inch force main; 3,745 Iinear feet of 1.25 inch force main; make numerous repairs to the existing sewage collection system; and all necessary controls and appurtenances. Also to deconimission the existing Spring Valley Wastewater Treatment Plant (WWTP), Little Kanawha Estates WWTP, and Newark Acres WWTP and acquire, construct, install, operate and maintain a new 0.1 MGD ICEAS Sequential Batch Reactor (SBR) WWTP (Newark Area) with major components to consist of2 SBR Basins; an aerated sludge holding tank; three (3) blowers; emergency generator; ultraviolet disinfection; a duplex 900 gpm effluent pump station with piping of the efRuent to discharge via Outlet 004 to the Little Kanawha River (approximately 18.13 miles from its mouth) of the Ohio River, Anew control building will house the blowers, ultraviolet disinfection equipment and include an officeflab area. The WWTP site shall be enclosed by rninimum six (6) feet high fence with locking gates.
Facilities are to serve approximately 334 customers in the Newark Area (Little Kanawha Estates, A&B Development, Newark Acres, Spring ValIey and the surrounding environs).
The wastewater facility shall be constructed in accordance with the State of West Virginia Office of Environmental Health Services Permit No. 19,334, dated the 8th of October 2013, titled Newask Area-Phase I Project. This permit is subject to the following terms and conditions : The information submitted on and with Pennit Application No. WOO43991 dated the 1ltfi of December, 2013 and Modification Application No, W0043991-A dated tghe 3rd day of May 2013 are all hereby made terms and conditions of this Permit with like effect as if all such Permit application information was set forth herein and with other conditions set forth in Sections A, B, C, D and Appendix A.
The validity of this permit is contingent upon the payment of the appiicable annual permit fee, as required by Chapter 22, Article 11, Section 10 of the Code of West Virginia. ATTACHMENT 4
.,. i, .. ./ 1 ,? - CHAPTER 17 WEST VIRGINIA CODE, '1 93 1
§ 1 74-8,.Use ofroadtj'ed by'iailroad;telitpfr~ne;company;etc, I. No railroad or: 'electrio,or.dther rdihhky sh3bh tWskructed upon &er roadbedof 'Snyatate ;t.ofidj except to Gross the, same, nor shall any person, firm or corporation enter upon or construe? any works in or upon such road, or kty 1 or maintain thereon.;or thereunder my drainago, stiwer ,or water pipes, gas pipes, electric conduits or ather pipes, nor Shall any relephottd,'.didgraph or.electrio) lint3 or puMr Ot&r struetw6 whakaev& bb-ieiwtsted upaq .,in..or over any portio@,&tj rq@,..sqg.c;pt. un&ych, 'iestri commissioner. Whenever any railroad ar electric or other state road, .it'shall be required to keep its awn .roadw &id$b%i$d%f'l repair;:'MWe to,,ci)nstructmd maiotain en overhead or unde~~~lc~~8s~~,:S~bj~3d.~ commissioner; and the .tracks of such railroad or ri\ilwny at grade crossings '&at1 be 40. easy approach to and'across the same?, and when the constlzlction of such.approac railroad grade at the grade crossing, the cost shall be upon.t& ~il~y~c.ornpany. ATTACHMENT 5 May 22,2014
Mr. Daminick P. Cetrorke, P.E. Djrector of Engineering Cerrone Associates. Inc. 401 Main Street Wheeiing, Vt'V 26003
RE: Clnywood Park PSI) -Newark Area Sewer - Phase 1 FW: 14-m-wr-1
Dear Mr. Cerrone:
We have reviewed flic Phase 1 archaeotogical survey report prepared by Archaeologicnl Consultants of Die Midwest, Inc. for the above referenced project. As required by Section 106 of the National Historic Preservation Act, as amended, and its implementing regulations, 36 CFR 800: "Protection of Historic Properties," we submit our comments.
The report addresses OUT concerns regarding the presence of cultural resources within the proposed project areA. Systematic survey conducted in the project area re-identified site 46W13, a piehistoric habitation site, and identified two new Rrchaeological resources, 46W119 and 46W20.NO deposits associated with 46WI2 .were documented during the project.
Site 4GW13 is a prehistoric habitation site that was first identified in 1961, The attifact assembIage is liniited in nature and is comprised of lithic debitage as well as two prehistoric ceramic sherds. All of the artifacts were recovered in the Ap soil horizon. No temporally diagnostic tools were recovered. No subsurface cultural features were identified. The consultant concludes that it is unlikely that the pottion of site 46W13 within the cwrent sewer line project area has the potential to provide significant information on West Virginids prehistwy, Mcwiicur with this mncluusion and recormnend no further work.
Sites 46W119 and 46W120 are low-density scatters of mid-nineteenth to early twentieth century domestic artifacts. The recovered artifacts include battle glass, nail fragments, brick fragments, window glass, whiteware, stoneware, and tableware glass, All of the artifacts were recovered from the Ap and A soil Rorizous. No subsufice cultural feanrres were identified. The consultent comAudes that the research potential is limited for the poi-tions of these resources within the currcnt project area. We concur with this conclusion and recomnnend no further work.
In our opinion, the portions ofsites 46W13,46WlI9,and 46W120 located within the proposed sewer project area are not eligible for listing in the Nations\ Register of Historic Places. No further wnsultation is necessary. However, according to the report, the boundaries of these sites may extend beyond the proposed project area. 'These areas have not beat investigated. If areas adjacent to the proposed project area arc? incorporated in the future or if a design change occurs, please notify this office. May 22,20 14 Nlr. Cerrone FR#k 14-361-WZ-1 Page 2
We appreciate the opportunity to be of service. gyou have questions regarding our cuwtrne17~,~or the Seclinn I06 pocess, please contucf Car.o@r Kender; Archaeologist, GI (3304) 558-0240,
m mentation Officer
CC: Mr. Tim Meeks - Mid-Ohio Valley Regional Council Mr. Todd Grinstadd - Claywood Park PSD PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON
CASE NO. 14-0248-PSD-CN CLAYWOOD PARK PUBLIC SERVICE DISTRICT
CERTIFICATE OF SERVICE
I, James V. Kelsh, counsel for Claywood Park Public Service District, do hereby certify that a copy of the foregoing filing has been served this 20th day of February, 2015, upon the following in the manner indicated:
HAND DELIVERY:
Ronald E. Robertson, Jr., Esquire Public Service Commission of West Virginia 201 Brooks Street Charleston, West Virginia 25301