I. NAME OF THE NEW MUNICIPALITY

The name of the new municipality formed by the merger of Randolph Township and the Village of Clayton shall be "Clayton," hereafter: "New Municipality" This name may be changed at a later date by action of any duly elected Charter Commission.

2. EFFECTIVE DATE

The merger of Randolph Township and the Village of Clayton shall take effect at 12:00 a.m. on January 1, 1998 The offices and existence of Randolph Township shall terminate at that time.

3. SCHOOL DISTRICT

This merger is for municipal purposes only. The boundaries of Northmont City School District and other school districts serving the merged area shall not be affected.

4. POSTAL DISTRICT

This merger is for municipal purposes only. The zip codes and boundaries of the various postal districts serving the merged area shall not be affected.

5. EQUALITY AND QUALITY OF LIFE

Upon merger, all residents of the New Municipality shall receive equal treatment with regard to land use, municipal services, and government action, The Merger Commission expects the New Municipality to provide a general quality of life equal to or better than that which the residents currently enjoy. The Merger Commission believes that the merger will allow us to control our own destiny, and build a stronger community with stable boundaries.

1.INTERIM GOVERIMMENT

The voters in the territory which will constitute the New Municipality shall elect an interim government at the regular municipal election to be held in November, 1997. The plan of government shall be the general plan of government for villages described in Chapter 731 of the Ohio Revised Code. This plan of government shall serve until such time as a charter is adopted by the voters of the New Municipality, or until the Village is reclassified as a city by the Ohio Secretary of State

2. ELECTED OFFICERS

The elected officers of the New Municipality shall consist of six (6) Members of Council to be elected at large, a Mayor, and a Clerk/Treasurer. These officers shall be elected by the voters at the regular municipal election in November, 1997 and their terms of office shall commence at 12:00 A.M. on January 1, 1998.

3. MEMBERS OF COUNCIL

At the November, 1997 regular municipal election, the three (3) members elected who receive the largest number of votes shall each serve as members of Council for a term of four (4) years. The remaining three (3) members elected shall each serve for a term of two (2) years. Thereafter, all members of Council shall serve for terms of four (4) years or until their successors are elected and qualified.

4. EXECUTIVE OFFICERS

The Mayor and the Clerk/Treasurer shall each serve for a term of four (4) years or until their successors are elected and qualified.

5: TERMINATION OF TERMS OF OFFICE

The terms of office of all elected officials and of all members of boards and commissions of the Village of Clayton and Randolph Township shall terminate at 11:59PM. On December 3l, 1997.

6. MUNICIPAL CHARTER

A Charter will allow the people of the New Municipality to make the best use of the constitutional freedoms granted to municipalities by the State of Ohio.
If not sooner initiated, within 60 days after the effective date of the merger, the Council of the New Municipality shall enact an ordinance to submit the question of the election of a Charter Commission to the voters of the New Municipality at the next regular municipal election not less than sixty nor more than one hundred twenty days after the passage of the ordinance.
The Merger Commission recommends that the Charter Commission establish a government, consisting of four districts as shown in the attached district map (Attachment A). Each District shall have a representative on Council. A Mayor shall be elected at large and will have an equal vote on Council.

7. RECLASSIFICATION AS A CITY

If no charter has been adopted prior to the time when the Village is reclassified as a city, then the Council of the New Municipality shall adopt a statutory form of government with four wards as shown in the attached ward layout. This layout may be subject to revision by the New Municipality based upon the 2000 census.

8. ORDINANCES

Upon the effective date of the merger, the Codified Ordinances of the Village of Clayton, except as specifically changed by these conditions, shall apply throughout the New Municipality. All Resolutions of Randolph Township, except as specifically changed by these conditions, shall be incorporated into the ordinances of the Village of Clayton and shall apply throughout the New Municipality. Where conflicts exist, until such time as Council changes these ordinances or resolutions, enforcement shall take place based on former jurisdictional boundaries. Council shall eliminate any such conflicts within one year of the effective date of the merger

9. FIREARMS/LIVESTOCK

Use of firearms shall be permitted in those areas of the New Municipality where such use legally existed prior to the effective date of the merger. Keeping of livestock shall be permitted in those areas of the New Municipality where such use legally existed prior to the effective date of the merger. The Council of the New Municipality shall have the authority to modify that use as is necessary for the protection of the public.

10. TRANSITION

The Township Officials and the Village Officials shall be empowered to jointly handle administrative transitional items on behalf of the New Municipality as needed.

II. MUNICIPAL OFFICIALS

Council may appoint additional municipal officials under the new government, which may include an Administrator, Finance Director, Chief of Police, Street Superintendent, Law Director and other officers as deemed necessary. Current Village and Township employees shall be given consideration for these positions where qualifled. Appointments will be recommended jointly by the Township Trustees and Village Council prior to the effective date of the merger, so that appointments can be made and the offices filled by action of the new Council immediately after the merger is effective

1.EMPLOYMENT

A. All Township employees not covered by a collective bargaining agreement and all Village employees, who are employed by Randolph Township or the Village of Clayton on the effective date of the merger, shall become employees of the New Municipality at an equivalent or better wage.

B. All Township employees covered by a collective bargaining agreement shall continue to have the terms and conditions of their employment governed by the applicable collective bargaining agreement in effect between the Township and their bargaining unit on the effective date of the merger.

2. EMPLOYEES

Employees of the New Municipality shall receive pay and benefits in accordance with the salary and benefit ordinances of the New Municipality (or that of Randolph Township until such time as said ordinance is passed), and shall be accorded equal treatment regardless of whether they were previously employed by the Village of Clayton or Randolph Township. All employees shall be entitled to retain their seniority and will be given appropriate credit for the purpose of establishing benefit levels which are time dependent.

3. SEASONAL EMPLOYEES

The need for seasonal employees shall be determined by the New Municipality on a year by year basis. Seasonal employees with previous experience with either the Village of Clayton or Randolph Township shall be given preference for seasonal positions.

4. COLLECTIVE BARGAINING

Any and all collective bargaining agreements in place, between Randolph Township and/or the Village of Clayton and any employee group, shall remain in effect and be recognized by the New Municipality.

I. PLANNING AND ZONING COMMISSION

The Council of the New Municipality shall appoint a Planning and Zoning Commission of five (5) members who shall be residents of the New Municipality. The Council of the New Municipality shall make such appointments within thirty (30) days after the effective date of the merger. The terms of all of the members shall be of such length and so arranged that the term of one member shall expire each year.

2. BOARD OF ZONING APPEALS

The Council of the New Municipality shall appoint a Board of Zoning Appeals of five (5) members who shall be residents of the New Municipality. The Council of the New Municipality shall make such appointments within thirty (30) days after the effective date of the merger. The terms of all of the members shall be of such length and so arranged that the term of one member shall expire each year.

3. BUILDING INSPECTION SERVICES

Unless otherwise provided, Montgomery County's building, electrical and plumbing code shall prevail in the New Municipality. Inspections related thereto shall be done by the Montgomery County, or other jurisdiction's Building Department, by mutual agreement. This condition shall not preclude the New Municipality from doing its own inspections.

4. PLATTING INSPECTION SERVICES

Unless otherwise provided, the Montgomery County subdivision, water, sewer, and storm water regulations shall prevail in the New Municipality. The Montgomery County Engineer's Office, or other qualified supplier, shall provide engineering and inspection services related thereto by mutual agreement. This condition shall not preclude the New Municipality from doing its own inspections.

5: ZONING

The Zoning Ordinance of the Village of Clayton and the Zoning Resolution of Randolph Township shall continue to apply within their respective former jurisdictional boundaries until a new zoning ordinance is adopted by the Council of the New Municipality. Zoning inspections shall be done by the Zoning Department of the New Municipality.

6. LAND USE

The comprehensive land use plan of the Village of Clayton and the comprehensive land use plan of Randolph Township shall continue to apply within their respective former jurisdictional boundaries until a new comprehensive land use plan is adopted by the New Municipality.

7 PLANNING SERVlCES

The New Municipality may utilize the services of the Montgomery County Planning Commission and the Miami Valley Regional Planning Commission by mutual agreement. Other consultants may be utilized when deemed necessary by the Council of the New Municipality. This condition shall not preclude the New Municipality from providing the above services.

1. UNIFORMITY OF SERVICES

Upon merger, general services currently provided by the existing Village of Clayton and/or Randolph Township shall continue to be provided throughout the New Municipality, except as provided herein. Additional services requested of the New Municipality shall either be uniformly provided at the New Municipality's cost or the cost shall uniformly be paid by the petitioners for the services.

2. STREET LIGHTING

Provision and financing of street lighting shall be as is currently provided in Randolph Township and the Village of Clayton, until a new policy is put in place by the Council of the New Municipality.

3. GARBAGE COLLECTION AND DISPOSAL

Existing contracts for garbage collection and disposal shall be assumed by the New Municipality. Upon expiration of these contracts, one contract for such services shall be entered into by the Council of the New Municipality.

4, PARKS

The New Municipality shall become the owner or lessee of and be responsible for the maintenance and operation of all parks and green spaces currently owned or leased by either the Village of Clayton or Randolph Township.

5. CEMETERIES

The New Municipality shall become the owner of and be responsible for the maintenance and operation of all cemeteries currently owned by either the Village of Clayton or Randolph Township.

6. CABLE TELEVISION

The merger shall not affect the current franchise agreements in place in the Village of Clayton or Randolph Township. All current franchise agreements in place in Randolph Township and the Village of Clayton shall be assumed by the New Municipality.

7. STREETS AND ROADS

The New Municipality shall be the owner of and responsible for all dedicated roads, streets, highways and applicable bridges within the New Municipality including all roads currently maintained by Montgomery County or the State of Ohio with the exception of Interstate 70.
The standards for maintenance of said roads, streets, highways and bridges shall be the same as or greater than currently in effect.

8. WATER AND SEWER

Those areas in the New Municipality which are currently served by water or sanitary sewer service from Montgomery County or other authorities shall continue to be served by those agencies. New service or service expansions will be provided by these agencies or the New Municipality whenever possible and shall either be uniformly provided at the New Municipality's cost or the cost shall be paid by the petitioners for the services.

No area currently lacking water or sanitary sewer service will be required to install water or sewer lines as a result of this merger. Areas currently outside a water or sewer district will not automatically be placed within a water or sanitary sewer district as a result of this merger.

The New Municipality shall immediately begin negotiations with Montgomery County, the City of Union, the City of Englewood and other water or sewer authorities as necessary, to expand water and sewer services to encompass the entire New Municipality, so that these services may be available if requested. Water and sanitary sewer services for the New Municipality shall also be explored further, building on studies conducted by Randolph Township and the Village of Clayton.

9. FIRE DEPARTMENT

The Randolph Township Fire Department has been and continues to be responsible for fire fighting, fire prevention, emergency medical and related services in and for the political subdivisions of Randolph Township, Village of Clayton, City of Englewood and City of Union.

It is the opinion of the Randolph Township/Village of Clayton Merger Commission that the areas referred to above would best be served by a unified fire service as currently exists. To that end the governmental entities (Randolph Township, Village of Clayton, City of Englewood, City of Union) should work closely together prior to the effective date of the merger in order that a joint fire district or similar structure be established by such date.

The establishment of a joint fire district or similar structure, although highly desirable, is not a condition of merger.

It is a condition of merger that upon the effective date of merger a fire department serving the New Municipality shall exist for the purpose of fire fighting, fire prevention, emergency medical and related services, and that the level and quality of said services shall be greater than or equal to those services currently provided by the Randolph Township Fire Department.

10. POLICE DEPARTMENT

On the effective date of merger, all employees of the Randolph Township Police Department and the Village of Clayton Police Department shall become employees of the Municipal Police Department of the New Municipality, as specified in Article IV above.

The rules, regulations, policies, procedures and structure of the Randolph Township Police Department shall be utilized as a basis for the operation of the Police Department of the New Municipality.

I. PROPERTY TAX LEVIES

A. Fire and Emergency Medical Services Levies

Any Randolph Township Fire and Emergency Medical Services (EMS) levies that are in effect on the effective date of the merger shall be continued in the New Municipality.

B. Police Levies

The Randolph Township Police levies shall terminate on the effective date of the merger. The current Village of Clayton Police levies, with an effective rate of approximately 0.556 mills higher than the current Randolph Township Police millage, shall be continued in the New Municipality.

(This would increase the tax on a $100,000 market value home in Randolph Township by $17.02 per year according to the Montgomery County Auditor's Office)

C. Operating Levy

The current Village of Clayton operating levy shall be reduced from 1.78 mills to 1.60 mills. Randolph Township's operating levy of 160 mills (non voted inside millage) will continue to be collected throughout the New Municipality.

D. Table of Property Taxes

The following table shows the effective rates of property taxes collected by the Village of Clayton and Randolph Township, and to be collected by the New Municipality.

2. PERMISSIVE LICENSE TAX

The residents of Randolph Township currently pay a $5.00 permissive license tax on each motor vehicle. The Merger commission recommends that the same tax be enacted by the Council of the Village of Clayton prior to the effective date of merger. This additional funding is currently needed by the Village of Clayton for street maintenance and will be needed by the New Municipality. If the permissive tax is not enacted by the Village Council of Clayton prior to merger, it shall be enacted by the Council of the New Municipality.

3. MUNICIPAL INCOME TAXES

There shall be no municipal income tax required as a term or condition of the merger.

4, SPECIAL ASSESSMENTS

Special assessments currently collected within the existing Village or Township shall continue to be collected by The New Municipality. Street lighting assessments shall be handled in accordance with Article VI, Section 2.

1.CONDITIONS DEEMED SEVERABLE

Each and every article of these Conditions of Merger and each and every section and provision contained herein shall be deemed to be severable. In the event that any article, section, or provision is held to be illegal or unconstitutional by any court of competent jurisdiction, the decision of the court shall not affect or impair any of the remaining articles, sections, or provisions, nor shall any such decision affect or impair the merger of Randolph Township and the Village of Clayton.

2. INTERESTS AND OBLIGATIONS

Upon the effective date of the merger, the New Municipality shall succeed to the interests of Randolph Township and the present Village of Clayton in:

A. All moneys, taxes, and special assessments, whether such moneys, taxes, or special assessments are in the treasury or in the process of collection;

B. All property and interests in property, whether real or personal;

C. All rights and interests in contracts or in securities, bonds, notes or other instruments;

D. All accounts receivable and rights of action; and

E. All other matters not included above

Upon the effective date of the merger, the New Municipality shall become liable for all outstanding franchises, contracts, debts, and other legal claims, actions and obligations of Randolph Township and the present Village of Clayton.

3. EFFECT OF JOINT FIRE/EMERGENCY SERVICE A GREEMENT

Any Fire/Emergency Service Agreement duly approved by the jurisdictions involved shall supersede the provisions of Section 2 above with regard to interests and obligations pertaining to Randolph Township Fire and Emergency Services operations.

SECTION 3. It is hereby found and determined that all formal actions of this Commission concerning and related to passage of this Resolution were adopted in an open meeting of this Commission, and that all deliberations of this Commission 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 Section 121.22 of the Ohio Revised Code.

SECTION 4. The Co-Chairmen be, and they hereby are, authorized and instructed to forward a certified copy of this Resolution to the Board of Elections of Montgomery County, Ohio and copies thereof to the Village of Clayton, Randolph Township, and to any other interested patty as may be required or requested.

Approved this 23rd day of July, 1996.

Members of the Randolph Township/Village of Clayton Merger Commission

This is to attest and certify that the aforesaid Resolution No. 8 of the Randolph Township/Village of Clayton Merger Commission was, this 23rd day of July, 1996, approved by a majority of the Randolph Township Members and by a majority of the Village of Clayton members as set forth above.

Donald E. Imbus,Co-Chairman

John J. Beattie, Jr., Co Chairman

Situated in the County of Montgomery, State of Ohio, the merged Municipality of Clayton shall be divided into four (4) voting districts or wards of equal representation, each containing one-quarter of the total population of the entire city, said divisions being made within all applicable federal and state restrictions. A map based upon the district descriptions contained herein is hereby made apart of this description by reference and attachment. Each division shall be identified by number, and shall incorporate the lands and properties within the boundaries set forth below:

Ward One:
The northern most boundary of Ward One shall be the existing township line from its intersection with the City of Union incorporation line to the east and to North Diamond Mill Rd./Clay Township boundary to the west. The western most boundary extends the length of the existing township boundary with Clay Township and includes the area of the Village of Clayton residing in Clay Township. The southern most boundary is the City of Trotwood incorporation line to its intersection with State Route 49. The eastern most boundary begins there and runs north along State Route 49 to Union Blvd. The boundary extends up Union Blvd., past Old Salem Rd. to the current City of Englewood incorporation line. The ward contains the unincorporated area to the east of Union Rd. The boundary of Ward One runs along the City of Englewood border from Westbrook Rd to Sweet Potato Ridge Rd and the City of Union.

Ward Two:
The eastern most boundary of the ward runs along the Stillwater River from its most southern point, with a boundary adjacent to Harrison Township to the current incorporation line of the City of Englewood along Heathcliff Rd. Two islands are part of the ward. The first is the area above Sweet Potato Ridge Rd. between the City of Union and the City of Englewood. The second is the island to the west of the City of Englewood and bounded by the Stillwater River and butler Township to the east. The western most boundary runs along the current Englewood incorporation line from the intersection of Old Salem and Taywood Roads to the Interstate 70 where it becomes the northern most border and runs adjacent to Englewood's incorporation line back to it's intersection with the Stillwater River. State Route 48 divides Ward Two and Ward Three from Westbrook Rd in the south, up to Old Salem Rd and then across to the Taywood Rd intersection.

Ward Three;
Ward three lies between Ward Two and Ward Four and is bounded by Westbrook Rd to the south, State Route 48 to the east, and Old Salem Rd to the north. The western most border runs down Taywood to Rundell Dr., and then east to Robert Ulrich Avenue. From there, the boundary moves south then east to Afton Dr. The border runs south along Afton to Honeybrook Avenue where it then moves east to Rangeview Drive then south along Willowereek Dr. At the intersection of Willowcreek and Freeport Dr. the border finally descends south to Westbrook Rd dividing Ward Three and Ward Four,

Ward Four:
The northern boundary of Ward Four is Old Salem Rd from just west of Monte Carlo Dr. to the intersection with Taywood Rd. It's eastern boundary is adjacent to the western most boundary of Ward Three as described above. Its southern boundary is the Westbrook Rd/ City of Trotwood incorporation line. Its western most border runs along State Route 49 and up Union Blvd. -~ adjacent to Ward One.