WHEREAS, MVTCG desires to assume substantially all of the operations, assets, other property, and liabilities of MVCC and MVECA, and MVCC and MVECA desire to transfer the same to MVTCG, all upon the terms and conditions set forth herein;

NOW, THEREFORE, it is agreed by the Parties as follows:

1.1. Upon execution of this Agreement, the Parties shall in good faith and fair dealing cooperate to take the necessary steps in order that the assets, liabilities, and obligations of MVCC and MVECA shall, except as otherwise provided herein, be acquired by MVTCG. Before the transaction is fully and finally complete as described herein, the Parties shall engage in a transitional process whereby information is exchanged and the Parties agree on what assets, liabilities, and obligations shall be transferred and which shall be retained, all in accordance with the terms of this Agreement. To accomplish the Acquisition, the Parties agree to form a separate regional council of governments, Miami Valley Technology and Communications Group, which shall be responsible for the management and operation of both Parties, as further set forth below. The Parties shall file all necessary documents with the State of Ohio to establish MVTCG.

1.2. Upon Acquisition, MVTCG shall be responsible for the following:

1.2.1. Continue to operate and exist, in accordance with applicable law, serving the members of both MVECA and MVCC with all powers and authorities as set forth in RC Chapter 167, RC 3301.075, and OAC 3301-3, as well as both MVECA’s and MVCC’s governing documents.

1.2.2. Undertake all debts, liabilities, contractual and legal obligations, and causes of action of MVCC and MVECA, except to the extent that any such liability or obligation can only be satisfied by MVCC or MVECA independently, or that MVECA and MVCC agree will remain the sole responsibility of one of them.

1.2.3. Assume the property, assets, and employees of MVCC and MVECA, except, as may be otherwise set forth herein, and to maintain the same in accordance with applicable law and policy.

1.3. Acquisition Committee. For purposes of exchanging the necessary information, discussing questions, addressing issues, and creating the schedules described herein, the Parties shall form an Acquisition Committee (the “Committee”) consisting of the Chair and Vice Chair (or equivalent position) of each Party’s respective Boards, the Executive Directors of each Party, and the Fiscal Officer for each Party (if any). One member of each Party shall take minutes of the meetings of the Committee, unless the Committee as a whole decides to designate one member to do so for both Parties.

1.3.1. Meetings. The Committee shall have an initial meeting, the purpose of which is to disclose and exchange the necessary information as described in Sections 1.4 and 1.5.