WHEREAS, the GOV TECH Committee and MVCC Board have carefully reviewed all aspects of this proposed merger and believe it is in the best long-term interests of MVCC to move forward consistent with the plan as outlined; and
WHEREAS, under the merger plan, the Mission of MVCC will be continued and enhanced; and
WHEREAS, under the merger plan, MVECA and MVCC will continue to operate in the same capacity, and within the same geographic area covered by both entities, with the ability to serve all current members and affiliates of both organizations; and
WHEREAS, the merger of MVECA and MVCC will create an umbrella COG to be known as Miami Valley Technology and Communication Group (MVTCG); and
WHEREAS, the assets, liabilities, and obligations of both MVECA and MVCC will be acquired by MVCTG; and
WHEREAS, MVTCG will offer employment to all existing staff of MVCC and MVECA with those employees receiving a total compensation package equal to or greater than current compensation and materially the same benefits; and
WHEREAS, under the merger plan, MVCC member cities will continue to contribute the full amount of their franchise fees and TCSU assessment costs to MVTCG; and
WHEREAS, there will be a five-member Board of Directors that will manage and conduct the affairs of MVTCG; and
WHEREAS, MVECA and MVCC will each appoint two Directors, and a fifth Director will be appointed by the other four directors; and
WHEREAS, the COG, MVCC BOARD, GOV TECH, TCSU Chiefs and APSO Members will continue to exist and will serve in an advisory capacity to the MVTCG Board; and
WHEREAS, the merger Prospectus, and related documents are fully set forth and incorporated herein in the attached Addendum 1 – (“Acquisition Agreement”), attached Addendum 2 – Bylaws of Miami Valley Technology and Communications Group (“Bylaws”); and attached Addendum 3 – (“Combined Membership”),
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OAKWOOD, OHIO, THAT:
Council has reviewed the Acquisition Agreement, Prospectus, and Bylaws, and found the same to be in the best interest of the City and MVCC and the Acquisition, Prospectus, and Bylaws are hereby recommended to the MVCC Board for final approval.
The City Manager along with the City’s MVCC Board Representative(s) are hereby directed and authorized to take or cause to be taken all other action necessary and proper to implement the merger.
It is hereby found and determined that all formal actions of this Council concerning and relating to the adoption of this Resolution were adopted in an open meeting of this Council, and that any and all deliberations of this Council and any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements, including, but not limited to Section 121.22 of the Ohio Revised Code.
This Resolution shall take effect immediately upon its passage.
PASSED BY THE COUNCIL OF THE CITY OF OAKWOOD this ______ day of _________, 2025.
Mayor William D. Duncan