THIS ACQUISITION AGREEMENT (the "Agreement") is made and entered into this __ day of March, 2025 ("Effective Date"), by and between the Miami Valley Communications Council (“MVCC”), with a principal place of business of 1195 East Alex Bell Road, Centerville, Ohio 45459, and the Miami Valley Educational Computer Association (“MVECA”), with a principal place of business of 888 Dayton Street, Suite 102, Yellow Springs, Ohio 45387 (each, hereinafter referred to as a “Party” and jointly as the “Parties”).
RECITALS
WHEREAS, the Parties are both organized as regional councils of governments pursuant to Chapter 167 of the Ohio Revised Code; and
WHEREAS, MVECA is licensed and approved by the Ohio Department of Education and Workforce to operate one of seventeen information technology centers, pursuant to R.C. 3301.075, as well as accompanying regulations and state-issued guidelines; and
WHEREAS, MVCC is a municipal communications and technology organization representing various communities in the Miami Valley; and
WHEREAS, MVECA is comprised of 31 members to which it provides services in accordance with its organizing documents, bylaws and applicable law including traditional public school districts, community schools, educational service centers, and private schools to which it provides services in accordance with its organizing documents, bylaws, and applicable law; and
WHEREAS, MVCC is comprised of 8 members and 23 affiliate members to which it provides services in accordance with its organizing documents, bylaws, and applicable law including cities to which it provides services in accordance with its organizing documents, bylaws and applicable law; and
WHEREAS, the Parties have determined that it would be in their mutual interest and their respective members’ and affiliates’ interest to combine their memberships and unify the assets and operations of both Parties through the acquisition of all or substantially all of MVCC’s and MVECA’s assets by a new regional council of governments (“Miami Valley Technology and Communications Group” or “MVTCG”) set up for that purpose (the “Acquisition”); and
WHEREAS, it is the specific purpose of the Acquisition to leverage the combined knowledge, assets, and resources of both Parties to provide more diverse and efficient services to all of their respective members and affiliates; and
WHEREAS, it is the intent of the Parties to continue to operate in the same capacity, within the geographic area covered by both entities, as a single regional council of governments, after the completion of the Acquisition, which has the capacity to serve all current members and affiliates of both organizations; and