NC0085111_Owner Name Change_20171010

PAT MCCRORY
Governor
;as
''' DONALD R VAN DER VAART
scu elmy
S JAY ZIMMERMAN
N Dn ecroi
Water Resources
ENVIRONMENTAL QUALITY
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
Permit Number: NC00 8 / 5 / 1 / 1 / 1 or NCG5 / / / /
1 Facility Name CWS Systems, Inc
II. NEW OWNER/NAME INFORMATION:
1 This request for a name change is a result of
a Change in ownership of property/company
_X_b Name change only
c. Other (please explain)
2 New owner's name (name to be put on permit)
Carolina Water Service, Inc of North Carolina
3 New owner's or signing official's name and title J. Bryce Mendenhall
RECEIVEMCDENWR
OCT 10 2017
Water Quality
Permitting Section
(Person legally responsible for permit)
President
(Title)
4 Mailing address P.O. Box 240908 City. Charlotte
State NC_ Zip Code 28224-0908 Phone [phone]
E-mail address: Danny.LassiterCcD-carolinawaterservicenc.com
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
State of North Carolina i Environmental Quality i Water Resources
1617 Mail Service Center I Raleigh, NC 27699-1617
919 807 6300 919-807-6389 FAX
https //deq nc gov/about/divisions/water-resources/water-resources-permits/wastewater-branch/npdes-wastewater-permits
0

NPDES Name & Ownership Change
Page 2 of 2
Applicants Certification::
I, 'tea- C -C //" SEN n QV kLA- �-`— , attest that this application for a
name/ownershib change has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and that
if all required supporting information and attachments are not included, this application
package will be returned as incomplete. /
Signatu
Date: 1613 //-1
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 712016

�rtigyl NORTH CAROLINA
.,.�A Department of the Secretary of State
To all whom these preseiits shall come, Greetings:
I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify
the following and hereto attached to be a true copy of
ARTICLES OF MERGER
OF
CAROLINA `NATER SERVICE, INC. OF NORTH CAROLINA
the original of which was filed in this office on the 30th day of August, 2016.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
���;c;: of Raleigh, this 29th day of Burch, 2017.
�,0
10�,r:..-w. 7
Sun to verify online (� /���
Certification:` 100184027-1 Iteferencen 13683793- Page. l oP Secretary of State
VeriFY flus certificate online at lit 11) ficat on

f SOSID:0023927
Y Date Filed: 8/30/2016 9:00:00 AM
Elaine R ibiarshall
State of Nor& Ca)-olina 1 North Carolina Secretary of State
Department of the Secretary of State C2016 243 00754
ARTICLES OF MERGER
Pursuant to North Carolina General Statute Sections 55-11-05(a), 55A -11-09(d), 55A-11-04, 57D-9-42,
59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following
Articles of Merger as the surviving business entity in a merger between two or more business entities.
1. The name of the surviving entity is Carolina Water Service, Inc. of North Carolina , a (check one)
® corporation, 0 nonprofit corporation, 0 professional corporation, 0 limited liability company,
0 limited partnership, 0 partnership, 0 limited liability par tnership organized under the laws of
North Carolina (state or country).
2. The address of the surviving entity is:
Street Add►ess 5701 Westpark Drive, Suite 101 1 City Charlotte
State North Carolina Zip Code 28217 County Mecklenburg
(a) (Complete only if the surviving business entity is aforeign business entity that isnot authorized to
transact business or conduct affairs in Nor th Carolina) The mailing address of the surviving
foreign business entity is:
Street Address N/A City.
State Zip Code County
The Surviving foreign business entity will file a statement of any subsequent change in its mailing
address with the North Carolina Secretary of State.
3. For each merging entity: (rf nnore than one, complete on separate sheet and attach.)
The name of the merged entity is See attached -a (check one)
* corporations, 0 nonprofit corporation, 0 professional corporation, 0 limited liability company,
0 limited partnership, 0 partnership, 0 limited liability partnership organized underthe laws of
North Carolina (state or county).
The mailing address of each merging entity is: (f more than one, complete on separate sheet and
attach)
Street Address See attached City
Slate
Zip Code County.
4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to
the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within
the PIan of Merger is attached. NIA
CORPORATIONS DIVISION P. 0 BOX 29622 RALEIGH, NC 27626-0622
(Revised Jam(aiy 2014) (Forr)j BE -15)
Certification# 10018027-1 Reference# 13683793- Page: 2 of 7

5. A Plan of Merger has been duty apps oved in the manner lequi►ed bylaw by each of the business
entities pat ticipating in the -met ger.
6 These articles will be effective upon filing unless a delayed date and/or time is specified.
This the 29th day of August, 2016.
Caiolina Water Service, Inc. ofNotth Carolina
\J -
S►gnature
Matthew Klein, President
T1pe or Print Name and Title
No rEs:
1. riling fee is $50 for For-profit eiltities.
2. Piling fee is $25 forNon-profit entities
3. Tbis document must be filed with the Secretary of State. certificate(s) of Merger must be registered pursuant to the requirements of
N.0 G S Section 47-18.1
CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622
(Revised Jaimmy 2014) (Fow-,n BE -15)
Certification# 100131027-1 Reference# 13683793- Page: 3 of 7

Attachment to Articles of Merger of
CAROLINA WATER SERVICE, INC OF NORTH CAROLINA
3. For each merging entity: (if more than one, complete on separate sheet and attach.)
Name
State of Incorporation
Mailing Address
County
Bradfield Farms Water
North Carolina
2335 Sanders Road,
Cook
Company
Northbrook, IL 60062
Carolina Trace — Utilities, Inc.
North Carolina
2335 Sanders Road,
Cook
Northbrook, IL 60062
CWS Systems, Inc
North Carolina
2335 Sanders Road
Cook
Northbrook, IL 60062
Elk River Utilities, Inc.
North Carolina
2335 Sanders Road,
Cook
Northbrook, IL 60062
Transylvania Utilities, Inc.
North Carolina
2335 Sanders Road,
Cook
Northbrook, IL 60062
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II
CE
PLAN OF MERGER
BRADFIELD FARMS WATER COMPANY,
CAROLINA TRACE —UTILITIES, INC,
CWS SYSTEMS, INC.,
ELK RIVER UTILITIES, INC., and
TRANSYLVANIA UTILITIES, INC.,
with and into
CAROLINA WATER SERVICE, INC. OF NORTH CAROLINA
A. Corporations Participating in Merger
Bradfield Farms Water Company, Carolina Trace — Utilities, Inc., CWS Systems, Inc., Elk River
Utilities, Inc., and Transylvania Utilities, Inc., all North Carolina corporations (collectively "the
Merging Corporations"), shall merge with and into Carolina Water Service, Inc. of North
Carolina, (the "Surviving Corporation).
B. Name of Surviving Corporation
After the merger, the name of the Surviving Corporation shall remain unchanged as "Carolina
Water Service, Inc. of North Carolina."
C Merger
The merger of the Merging Corporations into the Surviving Corporation shall be effected
pursuant to the terms and conditions of this Plan. Upon the merger becoming effective, the
corporate existence of the Merging Corporations shall cease, and the corporate existence of the
Surviving Corporation shall continue. The merger shall become effective at the time that the
Surviving Corporation files the Articles of Merger with the Secretary of State of North Carolina
(the "Effective Time.")
D. Conversion and Exchange of Shares
At the Effective Time, the outstanding shares of the corporations participating in the merger will
be converted and exchanged as follows:
1. Surviving Corporation. The outstanding shares of the Surviving Corporation shall not be
converted, exchanged, or altered in any manner as a result of the merger and will remain
outstanding as shares of the Surviving Corporation
Z. Merging Corporations. Each outstanding share of the Merging Corporations shall be
cancelled and will cease to exist.
1
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E. Articles of Incorporation
The Articles of Incorporation of the Surviving Corporation as in effect immediately prior to and
as of the Effective Time shall continue in full force and effect as the Articles of Incorporation of
the Surviving Corporation after the merger, without any modification or amendment until duly
amended in accordance with the provisions thereof and applicable law.
IN WITNESS WHEREOF, the undersigned have caused this Plan of Merger to be executed on the
date hereof by their respective officers thereunto duly authorized
2
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BRADFIELD FARMS WATER COMPANY
a North Carolina corporation
By. %Q",
-
Matthew Klein, President
Date' August 29, 2016
CAROLINA TRACE —UTILITIES, INC.
a North Carolina corporation
By: V�
Matthevv Klein, President
Date: August 29, 2016
CWS SYSTEMS, INC
a North (C}arrolina corporation
LY `
8y' �.
Matthew Klein, President
Date. August 29, 2016
ELIC RIVER UTILITIES, INC
a North Carolina corporation
By:\
Matthew Klein, President
Date. August 29, 2016
TRANSYLVANIA UTILITIES, INC.
a North Carolina corporation
By: kk
Matthew Klein, President
Date' August 29, 2016

CAROLINA WATER SERVICE," INC. OF NORTH
CAROLINA
a North Carolina corporation
8y �1
Matthew Klein, President
Date: August 29, 2016
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