RESOLUTION NUMBER 2017-1130
EVANS CITY WATER AND
SEWER AUTHORITY,
BUTLER COUNTY, PENNSYLVANIA
A RESOLUTION AUTHORIZING THE ACQUISITION OF
CALLERY BOROUGH’S WASTEWATER COLLECTION SYSTEM; AUTHORIZING THE ENTERING INTO
OF A PURCHASE AGREEMENT AS THE MEANS OF CONVEYANCE OF THE COLLECTION SYSTEM;
AND AUTHORIZING OFFICIALS OF THE EVANS CITY WATER AND SEWER AUTHORITY TO SIGN
THE PURCHASE AGREEMENT AND ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THE
TRANSACTIONS CONTEMPLATED IN THE PURCHASE AGREEMENT.
WHEREAS, Evans
City Water and Sewer Authority (“ECWSA”), an entity created pursuant to the
Municipal Authorities Act, acting by and through a Board of Directors, owns and
operates a wastewater collection system servicing residents and ratepayers in
Evans City Borough, Forward Township, Adams Township and Jackson Township; and
WHEREAS, Callery Borough (“Callery”), a
municipal corporation, owns a gravity fed sewage collection system, servicing
residents of Callery as well as Adams Township; and
WHEREAS, Callery has offered to sell
its sewage collection system to ECWSA and ECWSA, who presently treats Callery’s
sewage, believes the acquisition of the system will improve its operating
efficiencies and allow it to maximize economies of scale and better serve its
customers; and
WHEREAS, ECWSA and Callery have engaged
in extensive discussions, negotiations and due diligence and have agreed upon
the terms for a Purchase Agreement (“Agreement”) in substantially the same form
presented to ECWSA herewith; and
WHEREAS, in reliance upon the
representations, warranties and covenants of Callery set forth in the
Agreement, ECWSA has decided to acquire all the assets of Callery’s collection
system (other than excluded assets), on the terms and subject to the conditions
as set forth in the Agreement.
NOW THEREFORE, be it resolved by ECWSA
as follows:
1. TRANSACTIONS.
RESOLVED, in reliance upon the
representations, warranties and covenants of Callery as set forth in the
Purchase Agreement, ECWSA hereby approves the sale, transfer, assignment and
delivery to ECWSA of all the assets of the sewage collection system (other than
excluded assets) on the terms and subject to the conditions set forth in the
Purchase Agreement;
2. CERTIFICATIONS.
FURTHER RESOLVED, ECWSA hereby
certifies that: 1) Representations made by ECWSA in Article V of the Agreement
are true and correct; and 2) ECWSA has complied with and performed in all
material respects all covenants and obligations required under the Agreement;
3. COOPERATION.
FURTHER RESOLVED, that ECWSA shall
cooperate with Callery to effectuate the transaction herein contemplated;
4. AUTHORIZATION.
FURTHER RESOLVED, that ECWSA hereby
authorizes and directs its Chairman and other appointed officers and employees
to execute and to deliver the Purchase Agreement, in substantially the form
provided to ECWSA with such changes as approved by the Authority’s Solicitor,
and such other documents and to do such other things as may be necessary to
carry out the purposes and/or close the transactions contemplated by the
Purchase Agreement.
DULY RESOLVED AND ADOPTED this 30 day of November, 2017, by ECWSA
in lawful session duly assembled.
EVANS
CITY WATER AND
SEWER
AUTHORITY
By:
Edward Tanski, Chairman
ATTEST:
Timothy Green
Secretary
(SEAL)
