INDIANA-AMERICAN WATER COMP ANY, INC. INDIANA UTILITY ...

FILED September 9, 2019

INDIANA UTILITY REGULATORY COMMISSION

C)FFICIAL EXHIBITS

JOINT PETITIONERS' EXHIBIT NO. 2

IURC JOINT PETITIONERS'~

EXHIBIT NO. c::2. I

~~ 17 -o1.T2 REPOg INDIANA-AMERICAN WATER COMP ANY, INC.

TOWN OF RILEY

INDIANA UTILITY REGULATORY COMMISSION

CAUSE NO. 45290

DIRECT TESTIMONY

CLAY G. WHITE

SPONSORING ATTACHMENTS CGW-1 AND 2

1 I.

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3 A.

INDIANA-AMERICAN WATER COMPANY, INC.

AND

TOWN OF RILEY

Cause No. 45290

Direct Testimony of Clay G. White

WITNESS BACKGROUND

Please state your name and business address.

My name is Clayton G. White and my business address is Town of Riley, PO Box

4 501, Riley, IN 47802.

5 Q. What is your position with the Town of Riley (the "Town")?

6 A. I am currently at the end of my 13th year as an elected Board Member. I have served

7 as President of the Town Board since January 1, 2008. I along with my fellow board

8 members, Sean Trevathan and Harry Wilson, the Town's Clerk-Treasurer, Wanda

9 Hylton, the Town's attorney, Richard J. Shagley II, have worked with representatives

10 of Indiana-American Water Company, Inc. ("Indiana American") during this process

11 of evaluating the possibility of selling the Town's wastewater system. Indiana

12 American previously acquired the Town's water system in2011 in Cause No. 43855.

13 Q. What is your educational and professional background?

14 A. I graduated from Terre Haute North High School in 1994. I attended Indiana State

15 University and then began working at Putnamville Correctional Facility from

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February 1998 to May 2000. Beginning in May 2000 I worked for the Vigo County

Sheriffs Department starting as a jail officer and Special Deputy Cell Extraction

Team. In 2003, I moved into the Deputy role and was promoted to Detective in

November 2005. I began my first term as a Town Board Member in January of 2006.

I have served as President of the Town Board since January 2008.

PROPOSED ACQUISITION

Are you familiar with the proposed acquisition of the wastewater utility

properties owned by the Town (the "Riley System") by Indiana American?

Yes. I, along with the above mentioned people, were involved in the public process

and negotiations that led to the asset purchase agreement which is sponsored by

Douglas A. Brock as Attachment DAB-2.

Why has the Town decided to sell its wastewater utility to Indiana American?

The Town believes that it would be in the best interest of its customers and the Town

for Indiana American to take over the ownership of the wastewater utility. The

operation of the utility is controlled by the Riley Town Board. The Town Board does

not have the time, technical expertise or the resources to manage a wastewater utility,

especially in today's age of increasing environmental regulation. The Town does not

have the financial resources to continue operating the utility and cannot attract capital

to finance the necessary improvements to upgrade the system. Further, the Town

Board lacks the technical expertise and personnel needed to operate the utility. We

have struggled to maintain a certified operator and, at best, can only maintain a part

time operator that is only available a limited number of hours thereby leaving the

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community without 24/7 operations. In fact, our prior part-time operator resigned,

and Indiana American has been operating the Riley System pursuant to an Operation

and Maintenance Agreement dated March 15, 2019.

Why do you believe Indiana American is in a better position to operate the Riley

System?

Indiana America is in the business of providing water and wastewater services to the

public and has the technical, managerial and financial expertise necessary to operate

the Town's wastewater utility in a far more efficient and effective manner than the

Town Board is currently operating it. The Town is in a position where, absent a sale

to Indiana American, it would have to make significant capital improvements that

would require the Town to raise its rates considerably. Further, Indiana American

employs qualified operators who can provide 24/7 operations and assistance to the

community. We believe that our constituents, who are also our customers, deserve a

level of service and quality that we are ill-equipped to provide. Further, the cost to

customers associated with the Town owning and managing the wastewater utility is

far greater than it will be with Indiana American operating the utility. All of these

considerations led the Town Board to evaluate the possibility of selling the Town's

wastewater utility to Indiana American Water.

Please describe the negotiations between Indiana American and the Town.

We began our discussions following the Town's appointment of appraisers in March,

2017. The Town followed the appraisal process necessary to sell its wastewater

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assets (described below) and conducted negotiations with Indiana American which

resulted in an asset purchase agreement (the "Asset Purchase Agreement") being

finalized and signed effective February 4, 2019.

Were the negotiations leading up to the execution of the Agreement conducted

at arms length?

6 A. Yes.

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What action has the Town Board taken to implement the sale?

The Riley Town Board voted on March 6, 2017 to appoint the official appraisers of

the Riley System. The appraisers were Peter Wamsley, P .E. with BLN Engineering,

an Indiana Registered Professional Engineer; Kent S. Elliott, P.E. with Banning

Engineering, an Indiana Registered Professional Engineer; and John T. Newlin, an

Indiana Certified Real Estate Appraiser. Mr. Newlin returned an appraisal of the land

only on May 2, 2017. Because of the inadequacy of the Town's records, an appraisal

of the actual sewer facilities was significantly delayed. A copy of that appraisal

signed by both professional engineers was returned on July 9, 2018. Both appraisals

are attached as Attachment CGW-1. The statutory required public hearing was held

on September 26, 2018, and on November 5, 2018, the Town Council formally voted

to sell the sewer system to Indiana American for a price of$1,453,373.32. This price

was less than the appraised value in order that sewer rates to be charged by Indiana

American could be lower. We only recently realized that we needed to adopt an

ordinance to finalize what we had voted to do on November 5, 2018, and the Town

Council has since enacted that ordinance, which is attached as Attachment CGW-2.

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Other than the public notice and the public hearing, what other

communications have you had with Riley customers regarding the sale?

The Town held several Board meetings, in excess of the statutory requirements, to

determine public opinion and receive input regarding the proposed sale.

Additionally, Mr. Prine and other officials from Indiana American have attended

numerous Town Board meetings to provide an opportunity for customers to get

answers directly from Indiana American. The response from these meetings was

clear that the citizens were overwhelmingly in favor of the proposed transaction.

Have any customers expressed to the Town opposition to the proposed sale?

No.

Does this conclude your direct testimony?

Yes, at this time.

DMS 14451921vl

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VERIFICATION

I, Oayton G. White, Town Board President for the Town of Riley, Indiana, affinn

under penalties of perjury that the foregoing representations are true and correct 1o the

best of my knowledge, information and belief.

Date: ¥ 6 t:!! CXO I ?

DMS 1S077134v I

Over 20 Years of Making 'r'our Project Our Priority

Cause No. 45290 Attachment CGW-1

Page 1 of 58

BLN:

PUBLIC WASTEWATER SYSTEM FACILITIES

INVENTORY/VALUATION

Town of Riley, Indiana

PREPARED FOR:

Town of Riley, Indiana

July 2018


Page 2 of 58

Return of Appraisement

The undersigned appraisers, Peter Wamsley, P.E. and Kent Elliott, P.E. authorized by Town Council of

Riley, Indiana were selected as two of the three appraisers to make a just and true evaluation of the

Riley Wastewater Utility and System including the following assets:

• Wastewater Collection Pipes,

• Wastewater Manholes,

• Wastewater Lift Stations, and

• Wastewater Treatment Plant.

The above facilities were appraised on the basis of facilities in existence as of the date of this return of

appraisement based on the shapefile transfer date of October 27, 2017 and the treatment plant and

collection system site visit which occurred on November 15, 2017 and December 14, 2017.

Having made on-site inspection of the Town of Riley wastewater facilities; having reviewed all necessary

and pertinent books, maps, records, and reports; and having discussions with the Town representatives

about the wastewater utility assets and the scope of appraisal, we, the undersigned, now find that the

just and true valuation of the Town of Riley Wastewater Utility, excluding real estate and land, as listed

above is $2,749,120 and return this appraisement in said amount to the Riley Town Council this 9th day

of July, 2018.

I, Peter Wamsley, swear and affirm that this is a true and just valuation of this property .

. ~r~ Indiana Registered Professional Engineer

PE #11300326

I, Kent Elliott, swear and affirm that this is a true and just valuation of this property.

'K~ cl: df;iib Kent S. Elliott

Indiana Registered Professional Engineer PE #10504700

TABLE OF CONTENTS

Section 1: Introduction

Section 2: Service Area

Section 3: Scope of the Valuation

Section 4: Existing Wastewater Facilities

Section 5: Valuation Method

Section 6: Estimated Utility Valuation

Section 7: Summary of Valuation

TABLES

Table 5-1: Useful Life

Table 6-1: Replacement Cost Depreciated

Table 6-2: Additional Valuation Assumptions

Table 7-1: Summary of Valuation

APPENDICES

Appendix A: Service Area & System Collection Map

Appendix B: Photo Log


Page 3 of 58

Section One - Introduction


Page 4 of 58

The Town of Riley wastewater system dates back to the early 1970's. Plans of the

original system show that the older portion of town along Highway 46 and the

southern and eastern sides of the lake were the original portion of the wastewater

system. Between 1970 and 2008 the land surrounding the lake was developed and

the wastewater collection system was expanded. The original treatment plant had a

capacity of 0.11 MGD. In 1997, the plant was expanded and an additional 0.24

MGD extended aeration package-type treatment plant was installed. The system

currently serves approximately 432 customers.

The purpose of this valuation is to provide the Town of Riley information on the

estimated value of its wastewater utility. The Town of Riley retained Beam, Longest,

and Neff ("BLN") and Banning Engineering ("Banning") as two of the three required

entities to complete this inventory and valuation of the Town of Riley wastewater

utility system. A real estate appraiser was retained as the third required entity in

order to value the land. The following sections represent a description of the utility

as well as the supporting documentation for the developed value of the utility and its

assets.

Section Two - Service Area

The Town of Riley is in Vigo County, Indiana, approximately 8 miles to the southeast

of Terre Haute and 66 miles to the southwest of Indianapolis. US 46 runs through the

center of Town, Indiana Highway 159 runs along the southwest side of the Town. The

majority of the service area is residential, but it also contains commercial and

industrial facilities located on the southwest side of town. The service area as shown

in Figure 1 in the attached Appendix A.

BL~

Town of Riley Public Wastewater System Facilities Inventory/Valuation

4/40


Page 5 of 58

Section Three - Scope of the Valuation

Banning and BLN entered into a contract with Town of Riley to prepare an appraisal

of their wastewater utility assets. The scope of services to be provided in that

appraisal includes the following:

1. Meet with the Town of Riley to gather information and view the wastewater

utility assets.

2. Review existing reports, maps, financial information and other documents

related to the wastewater utility.

3. Prepare an appraisal report that will include a description of the wastewater

utility assets, assumptions, method of appraisal, and determined valuation of

the utility. The description of the wastewater utility assets should include the

type, quantity and age of the various asset classes. The appraisal would be

based on information provided by the Town of Riley.

4. Submit three copies of the Appraisal Report to the Town of Riley.

5. If a discrepancy exists between the Appraisal Report prepared under the

contract and other appraisal reports prepared for the Town of Riley's

wastewater utility at this time, coordination and negotiation with other

appraisers will be done to arrive at an appraised amount that is agreeable to

all the appraisers.

6. If necessary, a revised Appraisal Report will be prepared and submitted to the

Town of Riley.

Banning and BLN each made individual site visits to Riley. Banning visited the

collection system and treatment plant on November 15, 2017 and BLN visited the

collection system and treatment plant on December 14, 2017. The Town Council

BLN:


5/40


Page 6 of 58

members were on site to provide information and answer questions as well as the

wastewater plant operator.

Section Four - Existing Wastewater Facilities

Introduction

The Town of Riley currently owns and operates a public wastewater system consisting

of the following: A Class I, 0.24 million gallons per day (MGD) extended aeration

treatment facility, 3 lift stations, and a sewer collection system.The following reports

and/or information listed below were provided by various parties which are

referenced:

• GIS data compiled and maintained by the Town of Riley and BLN.

• Plans and construction documents provided by the Town and Riley and

obtained from IDEM's virtual file cabinet

The wastewater treatment facility, lift stations, and collection system were visited by

Banning and BLN. The facilities were observed and photos of each were taken.

A summary of the Town of Riley's wastewater system infrastructure includes the

following:

■ A Class I, 0.24 million gallons per day (MGD) extended aeration

treatment facility with flow equalization basins and ultraviolet light

disinfection

■ Approximately 5,780 feet of 12-inch sanitary sewer gravity main



■ Approximately 2,632 feet of 6-inch sanitary sewer forcemain

■ Approximately 1,730 feet of 2-1/2-inch sanitary sewer forcemain

BLN:


6/40


Page 7 of 58

■ Approximately 1,400 feet of 1-1/2-inch sanitary sewer forcemain

■ Approximately 14 7 manholes

■ 3 lift stations

A detailed description of each of the major system components of the wastewater

system is presented in the following sections.

Wastewater Treatment

Riley's main wastewater treatment plant is located at 5200 Frye Street, just south of

Honey Creek. The Wastewater Treatment Plant includes:

■ An influent/blower structure with comminutor and screens

■ One 0.24 MGD extended aeration package plant

■ An ultraviolet disinfection tank

■ One 80,000 gallon sludge lagoon

■ One 350,000-gallon flow equalization basin with floating aeration

■ One 257,000-gallon flow equalization basin with floating aeration

■ One 300,000-gallon flow equalization basin

Following is a brief description of the operation of the treatment process:

Wastewater enters the treatment plant via twin 6-inch force mains from the Main Lift

Station located approximately 1,200 feet south of the plant. These pumped flows

are first conveyed through the Influent Structure where a channel macerator breaks

down solids for further treatment. During normal operating conditions, wastewater is

routed from the Influent Structure to the 0.24 MGD extended aeration package plant

for biological treatment. Effluent from the package plant is conveyed to the

ultraviolet tank for disinfection before discharging into an unnamed tributary to the

Old Wabash and Erie Canal in accordance with the NDPES Permit for this facility.

During wet weather conditions, wastewater is routed from the Influent Structure to a

350,000-gallon Flow Equalization Basin with three (3) floating aerators. Another

BLN:


7 /40


Page 8 of 58

257,000-gallon Flow Equalization Basin with two (2) floating aerators and a

300,000-gallon Flow Equalization Basin are both available for additional storage

during peak flow events. Once plant capacity is restored following these wet weather

events, contents of the equalization basins are drained and pumped back through

the Influent Structure as described in the previous paragraph.

Sludge is drawn off the extended aeration package plant and temporarily held in an

80,000-gallon sludge lagoon located near the entrance to the plant. Sludge is

periodically pumped from this lagoon by others for land application. A schematic of

the Town's wastewater treatment plant processes is shown in Figure 2 in the

attached Appendix A.

Wastewater Collection System

The original wastewater collection system was constructed in the 1970's; however,

the system has continued to expand over the years. The sewers range in size from 1-

1/2-inch to 12-inch diameter, and provide wastewater collection service throughout

the system to an estimated 432 wastewater customers. The portion of the system

from the 1970s is construction of vitrified clay, and the new portion of the system is

constructed of PVC. A small percentage of the earlier installed pipe was of concrete

construction. These were typical materials used for the time periods in which they

were installed. A map of the Town's wastewater collection system can be seen in

Figure 3 in the attached Appendix A.

BLN:


8/40

Section Five - Valuation Method


Page 9 of 58

The valuation method utilized for the appraisal of the Town of Riley wastewater

system is the Depreciated Replacement Cost Method for system valuation. This

valuation method has been used in determining the fair purchase value of a utility in

many acquisition transactions involving municipalities. Given the varied age of the

system and lack of sufficient financial records to support rate base or asset value of

the Town of Riley's wastewater utility assets, this method is recommended as the

most appropriate means to determine the value of the wastewater treatment and

collection system. The information provided by the Town of Riley, the wastewater

collection system map, the site visits, information collected from contractors and

vendors, as well as engineering judgments and assumptions, were used to identify

the value of the wastewater facilities in as much detail as is practical.

In general, when determining depreciation, the expected useful life of each type of

asset in the system is considered. In some cases, such as with the manholes and

older sewers, useful life calculations result in a zero current value. While many of

those assets are still providing service, it is difficult to derive from a valuation effort

of this scope whether those assets have measurable real value to a purchaser due to

an undefined replacement date of those assets by the prospective purchaser.

The useful life periods assigned to each major system asset classification for this

valuation is shown in Table 5-1 below.

BLN:


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Table 5-1

Wastewater Utility Valuation - Estimated Useful Life

Useful Life (Yrs)

Table 5-2 Wastewater Utility Valuation - Estimated Useful Life

Cause No. Attachment

Page 10


BLN: 10/40

45290

CGW-1 of 58


Page 11 of 58

Section Six - Estimated Utility Valuation

The results for the recommended utility valuation method analysis for the Town of

Riley are given below in Table 6-1. A detailed breakdown of the replacement cost

and balance of useful life calculation for each asset is included in Section 5. Due

both to the Indiana statue that allows for certain utilities to be valued without making

an adjustment for contributed property, and the fact that no information was

provided relative to contributed property or grants, no reduction in this valuation was

made for those such items.

BLN:


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Table 6-1 Riley Valuation Table

-!Pipe Total

~fJ!J!!'i-BLN:


Page 12

45290

CGW-1 of 58

i $ 2,sss,21s.s3 L l $ I,3os,1s1.0() ,


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Manhole Total 1. t

~fi!':l'i-BLN:


(Continued)

[$ """"'""1'"'"

!$

RCNLD Amount

230,322.00


Page 13 of 58


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1tion

Concrete Foundations w/ Reinforcement

Concrete Slab w/ Reinforcement

1·s~ildi;;-gSh~1i;M~t~ISiding

~ad_Roof

1970

1970


(Continued)

Age

L~-~.pla~~~~~J ~p-~t New I (Years

i _ 2,640.00t----

880.00 I ' I ---------------+---

600.00 ! $ _

8.ooJ? ..

4Bl_

---~~1 19?.0i__ !CJl)ISF _81.00 i $ 8,100,00 ,

! 48L

Subtotal Chemical Storage Building; $ 11,620.00 : ··-----·--·- .. - 1 ........ __ r______ --·-4- .. ·-----.. -- . ---··

250,000.00

~Mlifi-BLN:


Page 14 of 58

1,689,60! $ 950.40 i ----------,

563.20 316.80 i

810.00 I ....... -·-·1 2,077.20 1

. ··------1


14/ 40


(Continued)

1970 WWTP Assets


Page 15

Install Date Age Evaluated Service Life

To_tal 1970 WWTP Assetsi_ $

~fJ!!l!fi-BLN:

so1 ____ I._

so! SOI

so'. 5□1-~ 75, ----r--·"' ?Si soi

sOI ----1 501

--~¾61

De~redation (%) RCNLD Amount

10Dj{;j$ _ ___ 20500.DD_[ $ 100% I $ 7,000.00 I $ : 100%rs _ -19,030.0Ors _ __ -- 1

ili ::Jiiii :ti __ 90%1 s _ 49s,o_olS ss.oo I

90%i $ 4,4l!S,6Dj$ --- _ 498,40 i 90% i $ 1,620.oo ' $ 180.00 I

--9CJ'/4)$ 1980.00 J $ 226,001 90% 1 $ 1,728.00 I $ 192.00 [

84% ! $ 76,744.60 1 $ 14,139.40 I '"~- .. -- - '""""""' . ' - ----.--,------ _,, __ '"'" --~----- .. -:

98"/4fr-98%j $ 9s%I_$_

2,os3,202.oo I s -312,.iiiii10 I $

2,!95,68_2_.30!_$

i __ 41,375,IJO i

6,206.25

_ 47,581,25 ,


15/ 40

45290

CGW-1 of 58


(Continued)

1995 WWTP Assets

Replacement

Cost New

3,480.00 I

I

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. ?3]

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751 31%i $ - ·r - -- - -- -( '


Page 16 of 58

I Reinforcement 1995/ I

1,368.00 I 23i "-------····-··----L- .. -- --------- '-·---··-··-

75

50

31%i}

46'¼L$ 42%/ $

)·-·~--

I Building Shell, Metal Siding

1995 ~.i~. Roof·-··-···········-· ...... . I Subtotal LaboratoryBuildi11.1,Ij $

\3u Conduit [ 1995: 151 LF I L. ~--~-k- ,, ... ~ _,,_,_ .,._,.~- .. --- ....

f6"x6" NEMA 3R Wirewa•c ! 199Sj_ *J\·· -f .. L i200A, Hole Safety Switch '. -·· ... 1995j -··-·lli EA _ . . .). • $ I 100A, 3-Pole Safety Switch I 1995! 1 EA I $ i ··-····· ...... ·-···· ... ···-·-····. '·--· ·····-- ,· .. -······ ., ... -·· ... i .. . 1100A, 3W, 2-Pole Safety j i I /Sv.,itch .. . . ..... i 19951 2IEA : $ 830.00 , $ 125 k\/A, 1 Phase,D~yTyp;···: : T !Transformer ............... I 19951 1JEA

[1-1;2uconduit ............ L ..... 1995,l. __ .... 141LF_ 12" Conduit i 19951 51 LF j2~~2;C~ncreteEquipment f ··+ i-···-

[pad 19951 , . ., ,l,._

liEA !

2jEA

114" Dia. X48" Concrete I I Footings ·

[3/4'°Grounding Rods, 10' !Long L-- --··-·-··-[400A, 3-Pole Safety Switch I···················

l400A,3Phase, .er Cabinet

4" Channel Frame

3/}:6" M<J_u11tin~ ~lat,e

1995' L

19951 2IEA '$ 19951 .. 1f EA. f $ 1995]. . 1jEA [ $ 4,120.00 i $ 19gsf · -ii EA r $·-· 1,300~00 1 s' ~::!i .. . j~i~: · [ ~ · 11.00L$

-- •'•··~··-·~- --····

~!YJ'ifi-BLN:

}3,851.00

. 1.8,699.00

23 1 -r· c·--

__ 9o%1 L . 381.60 90%1 $ 2,547.00 $

· 9o%T$ .. 3,708.00 $ }!170.00 $

195.5oJ $ . 404.8QL~

85%iJ. 13,498.23 J.s ..

27.73

.. 283.ool

. _412.ooj 130.00 I

229.50 I ···········1

475.20j

2L3.4?-77 I


16/ 40

{;

i Perimeter Fence 19951 ~-------·--·····-····--·------- .... ,_ .. ,.,_t_

l 16' Wide Driveway Gate . 199Sj [G~~v;i P;~;-~;~;, .. 6~ns-i ! ··-· ...........•..

l~t(.)_11e. . ....... l ... 199s/ 13• Wide Concrete Sidewalk : 199Si

l~i!~ .. E~ctii:C::!-.. !/2,,.Conduit ; · 1995] !site Electric: 3/4" Conduit i 1995! ,......... ···························--······ .... i··- ... ··········J······· iFlowmeter i 1995, 1--,-- .. ................... -·- ---- - .... ,,, _____ - .,.. --- __ L


( Continued)

1995 WWTP Assets

I ....... subtotal Site .Improvements! $ I

l3"Vl/a .. s_1:e Line .... 1 1995; 67jL£ .. .L~. _ .. 2 .. 6~00 .. .i__ 1:,~lQOl---.. -! 1'' Waterline : 19951 30iLF ! $ 18.00 I 540.00 1 231 ! ----------- ------"·----- - ------,.~-)"-- ---------·-----··-~--------·---- ---r-··-----~ .... ~---·~1- -------~ ":'

[1-1/~~.P\/C Fo .. rce .. Main ....... , ... !~9SJ __ ..... 47jLF_ .. . .. J .. L . 2.?::.00 Lt ... _1,0}ll:.OQ7[ 23: isubmersible Grinder Pump I I I I : , Jstation i 1995; llLS l $ 8,500.00 ! $ 8,500.00 '

! .... . .. S~bt~tiv~rd Pipingl $ . 11,816.00 ; r -- ----- --, -" --·" ______ ,,__ ..... 231

I

so1 +-.. i

501

90%p

90~i$ 90%1 $ -'""'""·"''"j ·-·

61%i $ IL ________ _


Page 17 of 58

918.00

$ 381.33

291.60

558.36

I '

46% I $ 3,910.00 ; $ 4,590.00 I 46% 1 .. $ .... 5,435.36 j $ .... 6,380.64]

! .

i I

Subtotal 1995W\IVT~Ass4:tsI] .. . 93.!.~4~.<>.<> ~-.. - .... ]'· .. --.. -+----~%rc·~:55,83~:§9\$ .... 38,109.31 Non-Construction Costs @15%1 $ 14,091.90 I 1 59%: $ 8,375.50 I $ 5,716.40

_ .................... - ............ Total 1995 WWTP Assets: $ --59~Lt .. !;4,.212.1~ I $ ..... <l3_,lgi.Z! [

~N!1:!J'i~ BLN~


17 / 40

i Concrete Sti p Footing /8" CMU Block\Nall, ..

LReinforced j8"_CMUBlock VVall __ . __ _

I Install Date I (Year)


(Continued)

1998 WWTP Assets

Age

(Years)

19981 4,700.00 I 201 ---------"'-.. r- .T . I I

19981 403 1SF ! $ 12.00 I $ 4,836.00 I r--- 199sT 648isF rr -10.50 rr · ···· ---------,.f-- r ·,-- ,,_ -----· .;,. -·

i Concrete Stair Footing ~tair Piers ..... ···· ...

19981 2!EA I $ 170.00 I $ -----r---· l r·--- · l··-- ---- .. ··1L ....... ·

i__ 1998[ o.3J~X. ,L_$ 2,400.00 LL !St;iir.Fo.lJndati <Jn_,Re inf. ,6" Slab On Grade, Reinf.

[§" Elevat~d Slab, li_einf. 19" Con_crete W;ill, Reinf. !8" Concrete Wall, Reinf. I·· ···-······· . ·•·········· jW14x34 Steel Beam [6" Hollowcore Roof Panels ' l GuttE: r.v./Dow_n.~ p<Jut [Hollow Metal Door, 30?0_. f Hollow Metal Door, 6070 1·w1;dow -- -

I Louvers i Handrail :Aluminum Stairs I -I

I 1998! 0.6iCY . ! $ . 650.0D.1 i 19981 · 4oGlsF rf- · ii.ao r $ 3,654.oo r· •-··--·- .. -·-,--. ·- .. ·--r··-·--..... ·---· .. ··· .. -·--· .. ·,-·--· ·-·.. r-·· . 19981 2,8;CY l $ 700.Q()lJ 1,960.00 I

1

1998: 5.6!CY ! $ 590.00 I $ 3,304.00 I 20[ 1998r- l.SICY I $ ---·-590.00-··-$ ... 885.ooT-- 201

.. ,.. --·· . .. ..... ,--·-·· ,······ .. ··-········-···· j ...... ·1···· .. -1-- ___ .1:9.9-~L. _ _14j~ ~ $ 67.00 ! $ 938.QOJ 20j ! 1998! 360[SF i $ 9.60 I $ 3,456.00 I 201

1-·· ..... .,. ... . --·-.,.. ..--·· •. . t······ ... ; ... 19981 3601SF i $ 4.00 I 1,440.00 i 201 199s1-- · ... isiLF·--· 1-r· .··· -ii.aoT $ . ·420:aoT 2or

199sf . - 2IE11 1--s · .. 815-.00·1 s-· 1,630.00 i 20) ---··r-· 1 ••••• ,---·-· --· i ········· T ···· I

19981. 1:EA · $ 1,4S0.00 1 $ 1,450.00 1 20, 3lEA - .650.0()T$ ·1,95()_()() 1 --201 ·r ·--•· . ·-···-·· . L...... -21~~- 1 $ soo.ooj. 20]

681 LF +-···········-- ................ , 11,560.00 I 201 .. .. . ....... . t + liLS 7,500.00 1 201

i 19981 l 199sf

. 7--~---· - -·--------·--r--: 19981 .. -- -·· I .

1998!

Subtotal Blower BuildingSheHI $ . __ 58,437.00J

~~!C!'i-BLN~

(%)

Depreciation

Amount


Page 18 of 58

I RCNLD Amount i

751 27%[ $ 1,253.33 3,446.67 , I ······r··· ·---- ·-·-···• 1

I. I I :

7.J ......... __ 27···.·.o/o_i ... $.. ... ·.-.1 ..•. 289.6D~$.. 3,s4·6···:·.4Q .. -c 75 27%1 $ 1,814.40 • $ 4,989.60 i 1s 27o/: ·s· ·· ·· 90.67 1 $ ···· 249.33-i

-·--·T· .. ... ··--- ..... _, 7s1 27% $ 192.00 I $ s28.oo !

- ·1s1:~ .. 2?o/o I __ _1g4:goJ$ 2s6~00-i 7si 27% 1 $ 974.40 I $ 2,679.60 I .. T .. -· .,. ... ·····--·--···· ,._..... -·----·· - ' Z.?L 27'Yo_/$ 522.67 ]$ 1,43]:~31 7sl 27%1 $ 881.07 ! $ 2,422.93 !

- 7sl 21%1 .. 236.oo I $ 649..ool OW"- _J --••"'- "'""' •~•- -••-• ,,_,_J

soi 40%! $ 37s.20 I $ s62.80 i •···· ... r·· ..... , 751 27%1 $ 921.60 i $ 2,534.40 i

\··- ,) ____ -----~--- ···---------~--- ,--------· _____ ,.._ . "i

30 1 __ 67%j· $··---· _9moo_J $ _ _48o.ooi S()L- .. _ ·-4~ t.. _1_68:0()Jt_ 252.00 ! 301 67% $ 1,086.67 I $ s43.33 l

- -- --- ...... ·- ... -i-·· I 301 67%1 $ 966.67 ; $ 483.33 . ~-----·r-·- --- ___ ,,._____ ----+ - ----- ,

301 67%1 $ 1,300.00 i $ 6so.oo I ' ' - ..... .. .... ···----···1

301 67%1 $ 333.33 i $ 166.67 i 40%IT 4:624.CJOTS 6,936.001

1··· .. ···· ..... ··1····-·-- ---··· I

40%1 $ 3,000.00 I $ 4,500.00 ! sol

r-50, ··1 $ '.

36% 1• .. 21,093.60 L$ 37,343.401


18/ 40


(Continued)

1998 WWTP Assets Evaluated

Depreciation

Amount


Page 19 of 58

i ' 27%; $ 10,666.67 $ 29,333.33 I ·---- ---·-1--· -----·-···-- .. -- ·----·"'-· ------ - ·-i

i i 40% I $ 11,200.00 i $ 16,800.00 I ....... , .. ,., ------·-·-·--·-+-··· ... , .. , .. , .. , ....

l 1 I 5HPPumps ·-···-'·-···--1:,'_.,'::.~',v-':'.":'~~'.~-"·-·--'"J'-''V_':':_",V,; 20 90%;$ 22,500.00JS. 2,500.ool Flow EQ B~sin Pump Station: r .. .. ' . ; .. . . I

jElectrical & Instrumentation 19~8! 8Q.91al$ .... lZ,690:QO_j $ ... ,4,_400:QQ,,i 13" Drain Piping 1998! ........ ,.+ 40%\ $ 52.00 : $ 78.00 I !Grating•"' ,....... -·-7· -1998[ ========i· 402fol$ 302.40r$ 453.601

, Subtotal Process Equipment & 76%[ $ 797,892.40 I $ 251,718.60 t ~N!lf!fi~ ················· . .... -. . ...... . .. ,,,,,,. ;::n·o~~iley

Public Wastewater System Facilities Inventory/Valuation

BLN: 19/ 40

t :Install Date, i

Description i (Year) i Quantity i Unit r.. -- .. -.... , ....... --.. -...... T ................. ..

!cone. Foundation, Re inf. I j ~l<_cavation . .. .... .! ...... 112" Cone. Wall, Reinf. i }-----·- ...... ,. .. , .. ---·-·--·-· -·-- -:-...

)6''Conc. Wall .... J I cone. Cascade i

1998! 18.4!CY 1998\ _ · 31s[cv 19981 ............... 141 i:F

.... 1998: "' .. 19981

iPressure Relief Valve 1998j /8" Flanged Piping 19981 ~- -------.--·"""""•--·-· ' -----------·;"·---i24" Handrail i 19981 i .. - .. +.. ' I l" PVC Diffuser i 19981

1998! [:i;2;-A1~~i~~;:;:;-w;i~ ·1


(Continued)

1998 WWTP Assets

I a:oat

!Transducer ..... I ..

19981 l[~A .. 1 .. $ 900.00 I $ 900.00 j

Evaluated


Page 20 of 58

Age

(YearsL

Service Life j Depreciation! Depreciation

i RCNLD Amount (Yl!_<Jrs) L_ (%) .. _ .. ,.. .. Amount .. 1, .. ,

201 20!

2oi .. ............. ,,, .... , - ...... , ..

20: 75! 20i . ,. 75:.

201 · sol 20) ·· ··· sol

.. 20! sor .. -, ........ ' .... 1, ......

201 501 201 ·· soi

' 201 ... r .... 20/

.. 27%\ $ .. 3,189.33 P .... 8,770.67 27%1 $ 2,s20.oo I $ 6,930.00

2i~ .. I .. 4,~33.33 .! s .. 1i,s66.67 27%1 $ 1,920.00 i $ 5,280.00

. .,,,.., ____ {_ - - - " --·-"·---·•"" ·-··t -· -

21%: $ 416.oo I $ 1,144.00 4o%TS° 1,600.00 [ s 2,400.00 40%[$ ................ 336.00 $ .. 504.00

40% 1 $ ..... 4,440.00: f.. 6,660.00 100%ti...... .. .. , .. 200~00!-s-· ....................... ..

40%ij~ 200.ooJ~ 300.00 ! 100%j $ 900.00 i $

Subtotal Chlorine ContactTankl $ 66,210.00 I -- i ...... _.. r-.... .. ii%! $ 20,654.67 LS 4s,s .. s~~~3 I I ' , I

1600A, 3 Phase, CT Cabinet 1998T 1] EA $ 4,120.00 i 201 c ................... , ........................................................................ , ' .. _ ......... 1 .. , .... ,_ ...................................... J ..... , ........ ..

25! --····j

8D%i $ ··---, ... I I Meter Base and Distribution : i I i

iPanel 1 1998i 1 EA I $ 4,600.00 i $ 4,600.00 i 20! 25'. 80%1 $ 3,680.00 i $ 920.00 i I··----.. ----------·-.-------- , ··---.. 1----- ---·-· - -- -- -(- -·"'·-··· --------·-----,.-·----------1 ----·----- - ---,- ----- · -"·-~---,.·-··""t·--~- - ---~---··--·---i'----···- ··1

1MotorStarter,40HP I 19981 3 EA ! $ 8,677.50 I 26,032.50 ! 201 25! 80%, $ 20,826.00 I$ 5,206.50 ! r .. ...................... ................ .._ ............ T .... ,,........ .... .. .. _ ............ 1 .............. ,_........ .. .. ,...... .. ...... , .... .............. .. .. T .. _.. - .. .. .., 1MotorStarter, 20HP I 1998 1 '$ 5,335.70 ! $ 5,335.70 I 201 25 1 80%1 $ 4,268.56, $ 1,067.141 c................ ............ .. ............ .......... .. ........ ,........ ........................ .. .. L ............................. ,.. .... .. ....... _ ........ • ...................... ;.. .......................... , ...... '. ........ ................ .. .,.. .. .. ... ,

j30A Disconnect 1 .. 19981 .. 2 EA I $ .. 400.00 I $ 800.00 i 20: .... 251 80% $ ...... .. 640.00 I $ 160.00 i !FEB Cont~~iP~ .. ~;I r.. .... 1998: .. . i EA Ls ..... 2~s_oo.00Tt 2.Ls_oo~oo( 2_oi ............... 2sT 80%1 s" .. ·2:000~09TS .. ,

!UnitHeater Control Panel 2i EA $ 565.00 i $ 1,130.00 I 20! 251 80%i $ 904.00 ! !rvi~~e~;tor Control Panel 1 19981 2]1:A [ $ 1,225.00 i' $ 2,450.00 i 20j 2si 80%! $ .... 1,960.00 .. j $ i"" •. ,., ____ 7, ...... ----~------+- ----- --~ --- . -··--··--"-"'"t""~----··· ·----- --·--------- ·--,~---··"· ---.--- ~ ·--1~- ·- ---------·--·""" -i--

tl:i~hti .. n~Panel .. 19981 .. 1jEA 1 $ z.,oso.oo 1 .. $ 2,oso ... 00 .. .: 201 2.SL... 80%! $ l,64Q:OO [ $

i3" Conduit...... .. . .............. i ........ 1998~ 24JLF .............. J $ .......... 46.00 I $ . __ _1,104.00J .. 201 ........ 25[ _ ..... 80%[ $ ........ 883.20J $ .. i2" Conduit i 19981 10:LF i $ 30.00 I $ 300.00 I 2Di 25! 80%1 $ 240.00 i $ ,.......... ................... , .......... _ .. _ .. _ .. ,.. .. ........ , ................... L ................ _ .......... , .. _.. .................... +-· -.......... .. ........ ' ..... , ...... ..

fi~il~::_~~~~~l{.. .. .. r...... t~~~l- ~ic~ ..... i ~ i~~66·rJ.. ~:~~~:~6 r .............. iiiL .............. ...... i~i ........ _ .. :6~d .... ~ .... 2.~~i~~6~..Lt--.. .. 11'' Conduit .... ................ I 1998! 481 LF i $ 20.00 i $ 960.00 I 20i 2sJ 8D%i $ 768.00 i $ .... .. .......... -........ .._ .. _ ............................... T ... -.... .. ........ _ ................ - ................................... - ............ T_.... .............. .. ......... .. .................. _ ...................... - ............ , .... ..

j3/4" Conduit 19981 2781 LF $ 18.00 I $ 5,004.00 I 201 25; 80%j $ 4,003.20 i $ ' .. .. .. 'I.. .. .. I ,

i Subtotal Site Electricl$ ~0,01~:2.DJ \ 80%! $ 48,010.56J$

1,000.80 ! 12,002.64

~N!1:lfi- Town of Riley Public Wastewater System Facilities Inventory/Valuation

BLN~ 20/ 40

ls" FEB Drain PVC i2•~4; Concrete Erosion Pad

14';FEBPump Station Force

jMain![JIP 6" Air Main to .11 MGD Plant,

DIP

,6" Air Main to .24 MGD Plant,

iDIP ! 18" Steel Influent to .11 MGD j..,"'

is" DIP Overflow to FEB ]-----------

r?'x!>~~ip R.ap_at FEB 18" Steel Influent to .24 MGD ilO" DIP Effluent from .24

iMGD Plant . 16" DIP Waste Sludge Piping .

ii/waste Sludg~-Pl-;;-gV;l~;·T

[3·•w;~i~ s1~dg; Pl ~iv~i~~ ·. ~ ... i4" Waste Sludge Pump 1

!check Valve I 18';-Pvc·s~-;,_,;~· 1 ·

[s;;s~·;,_,~ r PI u g \/~ ~v~ .-1 I Manholes, to 8' Depth ! 11;,Ch;~i~iF~;dPipi~g ... I c-· ·-· -· -_____ ,, __ '"- - --- -~ -+-~---.,-i 1" Water Line ................. · i2" Water, Relocated • ,... ... . .....• . ......... ....... ..L ... IS'xS' Rip Rap at Polishing

I Ponds t· L----


( Continued)

1998 WWTP Assets

.. 1998l .... .1olLF ___ 450.00 i 20: SOI

1998i l!EA e-••·---------1- - -- ~--1

1so:oor.. 201 7si ........ ·-r· I

i

1998J

1998]

1271LF t·.

47JLF

I

201 501[ .

__ 20\ .~Q .....

4, 750:0Q. l 20[. SQL 38iLF

47]LF

102iLF .. ilLS

I i I §&15.00 !- . 201 so 14,790.00 I 201 soi

19981 !

__ :J, ··· loo.oo i ··· 201 ·· 7Sl ·

S2iLF 1

7,540.00 1 2of · soi ____ ,, -"-<-••! --------)- ,.,.) I I .

19981 73ILF $ 180.ooi $ 13,140.00 l 20[ 199s] · ss]LF . $ 60.00 1 $ · s,100.00·1 20! ....... 1 ........... ,~ ....... -r ....... --··-- J ........................ ,.. ... · ..... . 1998; . 3iEA J$ 5,500.00 1 $ 16,500.00 i 201 1998! ilEA i $ 4,200.00!$ 4,200:00 i 20! r 7 I ...... ; ....... . .. ; 1

1998! l[EA ! $ 2,500.00 I $ 2,500.00 I 20: I T l .. ....... t . ...... I ·,

19981 106,LF , $ 45.00 1 4,770.00, 201 t·- T--·-- ----+--- --- '. --~-- : ·-·-i

1998! 2jEA ; $ 7,000.00 1 $ 14,000.00 i 20i ......... ; ............ , ........... , ..................... + .... . .................................. .. 1998\ 3).E_A lL 4,.QQQ:OQ_[J . . _12,QQQ:OQ! 20;_ 1998! 142[LF I $ 18.00 i $ 2,556.00 20i 199s)" · "is!LF i $ 1s:oo 1·$ 270.00 i 201

199s: 14\F 1 $ 22.00 I $ · 1,62s.oa r ior · · i . ·: r ' .... . .... r . 1998i 2iEA ! $ • I lQQ.QQ : $ 2QQ.QQ ;

Subtotal Yard Pipingi.$ 1~1,779.0Q!

20! )- .. -

soi

sol 751

soi .. z~c 75!

soi so1

40%! $

Depreciation

Amount

27%1 $ -""+---,.,


Page 21 of 58

j : I RCNLD Amount I

270.00

110.00

40%: $ ······r··

1r]78.00 $ 2,667.00

100%1 $ S_,!3I!,_._QO

40%! $ 1,900.00 i $ 2,~s_o.00

100% [ $ .. .• 6,815.00 i $ 40% 1 $ ·· · s,916.00 l $ s,874.oo --···1~····· . ··-··· .......... . ..... .

27%[ $ 26.67 j

40%[$ 3,0l§~OoJ $ 4,524.00

7,884.00

3,060.00

9,900.00

2,520.00

40%! $ 1,000.00 i $ 1,500.00

27%i $ 1,2-i2.00T$ 3,498.oo

... 4o%J $ ..··s,600.ooTr ... s,400.00

... 27%1.$_ .... 3,200.00 l. $ s,soo.oo 100%! $ 2,556.00 i $ 40%[ $ 108.00 ! $ 162.00 40%f $ 651.20·["$-- 976.80 r··· . 27%i $ 53.33 [ $ 146.67

46~[ $ ?5,563.2CJJ_$_ 6.6,~1?.80

~fi!IJ!Jj- Town of Riley Public Wastewater System Facilities Inventory/Valuation

BLNZ 21/ 40

[13entomat Liner for FEB [Polishing Pond West

!Expansion w/Uner [Polishing Pond East

iExpan~ion w/Uner iSludge Holding Pond i ......... . .... . [4" Concrete Sidewalk i 10' R~t~·ining w;li, Re inf.

I concrete

14' Retaining Wall, Re inf.

~tone


( Continued)

1998 WWTP Assets

1998[. 1:17~[5£ .... LL .. .. ?,.OD i 2.3,480.00 ' • I I • I

19981 2433icv I $ / T 1·· I i'

19981 2204[cv I $ 1--- ~-·····--- ;""·---·'"·------"' 7·-~'"-

1998i 624iCY j $ 1i~~F :=~s[~x~ rr 113iLF ···r··

S1ILF $

:$

i 46.oo L$ .. _11:1,918.00

i

...... 1()1,384.00 15,600.00

.. ?,640.00

7,395.00

30.00 I $ 180.00

Subtotal Site_lrriproven,entsl J 306,667.oo_l !

20!

20! ····1

20! -,--20;

201

I

201 ---'·

I

50' ------+-~---

i sol

r

so! ···sol ····7si

t 751

r 751

I I

75j

40%: $ -----"··7···


Page 22 of 58

9,392.00 i $ 14,o8s.oo

_ 40%! $_ 44,767.20

40%1 $ 40%1 $

27%1 $ • I

l 27%1 $

( -·····

11,752.oo I $ 32,318.oo . r ..... ---.1,972.00 I s

i . 5,423.00

27% i s 48.oo I s 132.00 ,

38'?,'ol,$ 1_15,428.80 [ $ 191, 2313_:?2 '

!Wet Well and Valve Vault i 19981 1]LS ! $ 45,000.00 ' $ 45,000.00 [ 201 751 27%! $ 12,000.00 I $ 33,000.00 1···- ·1"' --·- -- -;~ - ,------·-1 --·t--··-·"····--------"-1· ---·----·- -------- -------,.,. i --·-------------,'- ---- -- - -- ·-- ·-,········· -·-------------·-------;--- -- ---·" -----~-

i·S··t· ation PiJJi,ri~a.nd Valves ; .. _ .19~1. ____ :tL~-- L~ 32,_5()_0100 L~ 32,500:.02..j __ .20( ..... _lCJI .. 40%! $ 13,000.00 L $ 19,SO_D..:.CJO [submersible · 19981 1ILS : $ 30,000.00 I $ 30,000.00 20! 20' 90%1 $ 27,000.00 • $ 3,000.00

· ········-···················· ---- ---------·····r··-------- - · 1--·- l -·---- ···-:- ··------------- .... ,---------- ------~-------- \' t --- ..... -~-~----- -!------------ _______ ..

!Electrical 1998: llLS I $ 15,000.00 ! $ 15,000.00 i 20i 25, 80%; $ 12,000.00 I $ 3,000.00 .. -----------------~- I -------- .J --1--.. i •• ·----- .... ~------- •• -----------------------1--·-------- -{ ·--- ·1····---·-··--- -·--------------"'··--+------- -----------"··-11nstrumentation . J 1998j lj LS JJ ... 10,CJ_OCJ._()Cl_J$ 1_D!CJ00.0OL 20; 2Cl[ . ... . . -2.~j L 9lCJQQ.0Q.:J . _1!000.00 16" DIP Force Main from Main i I · 1 I i i . ; ·

!Ls. i ........ }~~.8.j 26_1§[LF J~ 4o.ooJ,$ 104,640.00: 2ol soi 4Do/oj ~ . -~1!856.0CJi$ 62,784.oo 16" DIP Force Main Stream i I I I I ! 1 i i

[c:i::ossin~ .. ._J_ !998! 90j~F. Jt 110.00.lls 9,901:l~Q() ···--·2()j_. ... ..?9! 40o/oJ $ 3,960:CJ0 i ? 5,940:()0 I [GuardrailatliftStation i 1998[ l[LS I$ 6,500.001$ 6,500.00 20/ so: 40%1 $ 2,600.00 / $ 3,900.00 1 ,......................................... .................. ................... ........ ........ . ........ !..................... ! ! . --·-·'····· Subtotal Brown Road Lift Station I.$ .. 253,540.00 i i 48%[ $ 121,416.00 ! $ B2,124.00 i

~'!!'ifi-BLN~

.. -J -- -- ~ J J r: ~~ i __ ........... 62%J_$ _1,180,059.23 j $ .. 736,197:97.i

+ Subtotal 1998 WWTP Assets I $ i

I Non-Construction Costs @15%f$.

Total 1998 WWTP Asset~L$

1,91Ei,257.ZO

287,438.58

2,203,69s.78 I

62%1 $ 177,008.88 l $ J.10,429.70 I __l 62'J-6IJ 1,~s7,068.11:s 1146,621.67


22/ 40

!oescription

;8" SOR 35 PVC 18;, Gate Valve

:Manholes, to 8' Depth !w" DIP - ..

I Floating Aerator, 3HP !Mooring Cables · ' !Co~t;:~i P~nels

.

2009] 2009 1

. --··-+ 2009! 20091·

20091

~N!l::!fi-BLN:

1!LF i1cv

· · ifi_s ··+·-··· l!LS


(Continued)

2009 WWTP Assets

L.! ~.·.······· J ... : .. ~i;.: 6···6···-·~•.r . i $ 5,100.00 t I $ 3,2so:oo I

total.Ya_r_c!_l'lpin~r~- l6,_2zo.oo i

i

I $ 80,000.00 i $ 80,000.00 i +·--····· ·-·--·····'··· -·-· ... ·····+·--····

.. :_$ _ 400.ooj.$ _ ... 800.00 I 750.0DJ§ 750.00 j

2s,ooo.oo 1 $ 2s,ooo.oo : ····-·-· I

106,:550.DQJ

.. __ _[ $ 3801 LF j $ 7.50 i $ 2,850.00 i

___ 3[EA . J $._2,soo.ool $ 7,500.00 !

Subtotal Floating Aerator System[$ 150,350.00 i ---·····- , ,., "•"'" ---- -, ······-. _., ...... y

Subtotal 2009 WWTP Asset~'-$ 273,170.00 Non-Construction Costs @15%! $ ··40,975.50

Total 2009WWTPAssetsl.$_ 314,145.50 L __ ..

gi ·/· 9

9

so 1

----.\.· 75! sol

·---!·-·· 50


Page 23 of 58

so.40 i $ D f . . . ---- . -r-·

18¾, $ 630.00 '· $ 12%T $ 480.00 T$ 1-·-- ··················1 ··-·

18%:$ 918.00 l $ 1s%·1 $ s8s.o□-n 16%l $ 2,663.40 I $ '" '' . - --- -1

I 36%[ $ 12%! $

18%!$ -36% 1 ·$ 36%/ $ 38,031.00 ------------ .. ··--:--·-·-- .. ________ ,. __

2,870.00

~!:520:00 4,18?._()Q 2,665.00

1~,606.60

i s1,200.oo I

.704.DDj

61s.oo ! 16,000.00 j 6~,519.DDJ

!

-~,i~ 36%1 $ 50,400.00 / $ 89,600.00 i iso/:1'$ ····· · siioa 1·$ 2,:ii1:oa 1

36%! $ 2,700.00! $ 4,800.001

36~L? - S}E13:QD_jj .... 96!}37.ooj I · I _i .,i

: ··········· . . · 1

35~[ $ 94,307.40[ ? !78,862.6~] 35%! $ 14,146.11 I $ 26,829.39 ;

35.~[$ 1_o_s,_4Si51l.s ·· 2!'~~691.99


23/ 40

System

Chlorine Contact Tank

Upgrades I 20101

~N!!!'i-BLN:

llLS


(Continued)

2010 WWTP Assets

Replacement

$ 65,000.00 $ 65,000.00

IS 1,500.00 I $ 7,500.00

Subtotal UV Disinfection I $ 72,500.00

Subtotal 2010 WWTP Assets $ 72,500.00

Non-Construction Costs @15% $ 10,875.00

Total 2010 WWTP Assets $ 83,37S.OO

8

8

Evaluated


Page 24 of 58

Service Life Depreciation I Depreciation

(Years) (%) Amount IRCNLDAmount

25 32% $ 20,800.00 $ 44,200.00

75 11% $ 800.00 $ 6,700.00

30% $ 21,600.00 $ 50,900.00

30% $ 21,600.00 $ 50,900.00

30% $ 3,240.00 $ 7,635.00

30% $ 24,840.00 $ 58,535.00


24/40

Table 6-2 Riley Valuation Summary Table

1 19701/WVTP Assets 1.1 Chemical Storage Building $ 11,620.00

1.2 Process Equipment $ 1,961,425.00

1.3 Site lmpro1.ements $ 60,648.00

1.5 Yard Piping $ 90,884.00

1970 WWTP Assets Subtotal $ 2,124,577.00

2 19951/WVTP Assets 2.1 Laboratory Building $ 18,699.00

2.2 Site Electrical Distribution Center $ 15,847.00


2.4 Yard Piping $ 11,816.00

1995 WWTP Assets Subtotal $ 93,946.00

3 19981/WVTP Assets 3.1 Blower Building Shell $ 58,437.00

3.2 Process Equipment & Piping $ 1,049,611.00

3.3 Chlorine Contact Tank $ 66,210.00

3.4 Site Electric $ 60,013.20

3.5 Yard Piping $ 121,779.00


3.7 Brown Road Lift Station $ 253,540.00

1998 WWTP Assets Subtotal $ 1,916,257.20

420091/WVTP Assets 4.1 Yard Piping $ 16,270.00

4.2 Back-up Generator $ 106,550.00

4.3 Floating Aerator System $ 150,350.00


5 20101/WVTP Assets 5.1 UV Disinfection $ 72,500.00


6 Collection System 6.1 Structures $ 882,000.00

6.2 Pipes $ 2,221,927.00

6.3 Ernest Street Lift Station $ 75,000.00

6.4 Barbara Court Lift Station Piping $ 65,000.00

Collection System Subtotal $ 3,243,927.00

Subtotal Rile WWTP and Collection S stem Construction Costs $ 7,724,377.20 Construction Contin encies $

AL RILEYWWTP AND COLLECTION SYSTEM CONSTRUCTION COSTS $ 7,724,377.20

6 Indirect Costs 6.1 Non-Costruction Costs $ 1,158,656.58

6.2 Financing and Carrying Costs - 5% of Construction Total $

Indirect Costs Subtotal $ 1,158,656.58

RILEYWWTPAND COLLECTION SYSTEMADMIN & INDIRECT COSTS $ 1,158,656.58

82%

99%

100%

84%

98%

42%

85%

61%

46%

59%

36%

76%

31%

80%

46%

38%

48%

62%

16%

36%

36%

35%

30%

30%

77%

49%

91%

96%

59%

69.05% 69.05% 69.05%

69%

69%

69%

69.05%


Page 25 of 58

$ 2,077.20

$ 25,000.00

$ 158.40

$ 14,139.40

$ 41,375.00

$ 10,840.82

$ 2,348.77

$ 18,539.08

$ 6,380.64

$ 38,109.31

$ 37,343.40

$ 251,718.60

$ 45,555.33

$ 12,002.64

$ 66,215.80

$ 191,238.20

$ 132,124.00

$ 736,197.97

$ 13,606.60

$ 68,519.00

$ 96,737.00

$ 178,862.60

$ 50,900.00

$ 50,900.00

$ 200,280.00

$ 1,135,815.00

$ 6,500.00

$ 2,500.00

$ 1,345,095.00

$ 2,390,539.88 $ $ 2,390,539.88

$ 358,580.98

$

$ 358,580.98

$ 358,580.98


BLN: 25/40

Section Seven - Summary of Valuation


Page 26 of 58

Table 7-1 presents a summary of the valuation of the Town of Riley's wastewater

utility based on the Depreciated Replacement Cost Method. As discussed in Section

5, the Depreciated Replacement Cost Method is recommended as an appropriate

and fair measure for determining the current net value of the Town's wastewater

facilities.

Table 7-1 Town of Riley- Wastewater Utility Valuation

Summary of Depreciated Replacement Cost Valuation (Values rounded to the nearest thousand)

Based on the appraiser's evaluation and analysis of the Town of Riley wastewater

utility assets, the estimated value of the Town of Riley wastewater utility assets is

$2,749,000 as shown in Table 7-1 above.

BLN:


26/40

APPENDIX A


Page 27 of 58

SERVICE AREA MAP & SYSTEM COLLECTION MAP

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27 / 40

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FIGURE 1: SERVICE AREA AND COLLECTION SYSTEM MAP Photo credit: ArcMap)


Page 28 of 58


28/40

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APPENDIX B PHOTO LOG


Page 29 of 58

Town of Riley Public Wastewater System Facilities lnventorY/Valuation

29/40

Photo 1: Headworks Building

, ,

' ' ' ~: ,;

111111 ' " ' > :

--·····•·, ·--- , , ,,,• . ·• f-- ----Photo 2: Grate Over Bar Rack in Plant


Page 30 of 58


BLN: 30/ 40

BLN:

Photo 3: Influent Flow Into Plant ,,

Photo 4: Original Package Treatment Plant


Page 31 of 58


31/40

BLN:

Photo 6: New Package Treatment Plant


Page 32 of 58


32/40

Photo 8: Control Panel On Package Treatment Plant


Page 33 of 58


33/ 40

BLN~

Photo 9: Clarifier Motor

Photo 10: Clarifier


Page 34 of 58


34/40

Photo 11: Clarifier


Page 35 of 58

Photo 12: Original Package Treatment Plant. Unused.

BLN:


35/40


Page 36 of 58

Photo 14: Corrosion and Metal Loss on Original Package Treatment Plant.

BLN:


36/40


Page 37 of 58

Photo 16: Aeration Running in Original Package Treatment Plant

BLN:


37 /40

BLN:

Photo 17: Plant Backup Generator

Photo 18: UV Disinfection.


Page 38 of 58


38/40

::..

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Photo 20: Equalization Basin without Aeration.


Page 39 of 58


39/40

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Photo 22: Typical Lift Station


Page 40 of 58


40/40

Prepared For

Town of Riley

For Property Identified As:

Land Only Wastewater Treatment Site

5200 Frye Street Riley, Indiana

March 21, 2017 (Date of Inspection)

John T. Newlin, MAI, Retired Indiana Certified General Appraiser

Newlin-Johnson Co., Inc. 601 OHIO STREET, P.O. BOX 9626

TERRE HAUTE, INDIANA 47808-9626 (812) 234-3746 FAX (812) 234-1596

Cause No. 45290

Attachment CGW-1 Page 41 of 58

John T. Newlin, MAI John S. Newlin, MAI

Town of Riley c/o Richard J. Shagley II P.O. Box 9849 Terre Haute, IN 47807-3517


Page 42 of 58

Newlin-Johnson Co., Inc. Re,?/ Estate

60i OHIO STREET P 0. BOX 9626 , TERRE HAUTE IN 47El08

I 812 \ 234-3745 FAX 18121 23 596

May 2, 2017

In accordance with the request of Richard J. Shagley II, as attorney for the Town of Riley, I have inspected and appraised the land of the Riley Wastewater Treatment facility being a nearly square 2.21 acre tract, located northeast of the Town of Riley on the east side of Frye Street about 0.8 mile north of Indiana Highway 46 in Riley Township, Vigo County, Indiana. The frontage on Frye Street is about 310 feet. The property is further identified as Tax Parcel 84-10-15-100-002.000-018.

The assessor shows the property to be owned by the Town of Riley.

It is my opinion, having no present or contemplated future interest in this property, that the market value of the fee simple title of the land only, assuming the land to be vacant, as of March 21, 2017, the date of my inspection, was:

FIFTEEN THOUSAND DOLLARS ($15,000)

An appraisal report that identifies and describes the property and presents the analyses that led to the conclusion of value is attached.

Respectfully submitted,

~?~~ Indiana Certified General Appraiser License No. CG69200802

Town of Riley, Wastewater Treatment Site (Land Only) 5200 Frye Street


Page 43 of 58

Riley, Indiana

APPRAISAL REPORT LAND ONLY

Town of Riley, Wastewater Treatment Site 5200 Frye Street Riley, Indiana

March 21, 2017

IDENTIFICATION OF THE PROPERTY

The land only, assuming the land to be vacant, of a nearly square 2.21 acre tract, located northeast of the Town of Riley on the east side of Frye Street about 0.8 mile north oflndiana Highway 46 in Riley Township, Vigo, County, Indiana. The frontage on Frye Street is about 310 feet. The property is further identified as Tax Parcel 84-10-15-100-002.000-018.

The property is improved with a wastewater treatment plant, but this appraisal is of land only and the value of the improvements is not included.

The Vigo County Assessor shows the property to be owned by the Town of Riley.

PURPOSE OF THE APPRAISAL

To estimate the market value of the land of the appraised property as a part of an appraisal of the total property of the Riley Wastewater Treatment facility that is to be appraised in conjunction with others.

INTENDED USE

To assist the Town of Riley in establishing a fair sale price for the property.

INTENDED USER

The Town of Riley.

DEFINITION OF MARKET VALUE

Market value is the major focus of most real estate appraisal assignments. Both economic and legal definitions of market value have been developed and refined. A current economic definition agreed upon by federal financial institutions in the United States of America is:

The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this

John T. Newlin, Newlin-Johnson Co., Inc., Real Estate Appraisers 2



Page 44 of 58

Riley, Indiana

definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

1. buyer and seller are typically motivated;

2. both parties are well informed and well advised, and acting in what they consider their best interests;

3. a reasonable time is allowed for exposure in the open market;

4. payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable thereof; and

5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (12 C.F.R. Part 34.42(g); 55 Federal Register 34696, August 24, 1990, as amended at 57 Federal Register 12202, April 9, 1992; 59 Federal Register 29499, June 7, 1994).

SCOPE

I was engaged to be one of three appraisers to estimate the value of the storm water facility of the Town of Riley by a letter from Richard J. Shagley II, as attorney for the Town of Riley, dated March 9, 2017. I identified the property by records on the internet by the Vigo County Assessor. I visited the property on March 21, 2017. I took photographs from the neighboring road. I observed the neighborhood.

I searched the county records, the Multiple Listing Service records, and data in the files of our office for sales of comparable properties. I analyzed the data and developed an estimate of the market value of the land assuming the land to be vacant.

At 3:30 PM on April 4, I met with Richard J. Shagley II, attorney for the Town of Riley and with the two others that were engaged to prepare the appraisal of the Riley Wastewater Treatment facility: Chris Kaufman, water resource manager with Beam, Longest and Neff, and Jeff Henson CPA, with Banning Engineering PC. The appraisal is to include the real estate value and also the value of sewer lines, water treatment equipment, and other equipment, real and personal that are a part of the sewer and sewer treatment facilities. It was concluded in this meeting that I would prepare the appraisal of the land portion of the sewage treatment facility and the other two would jointly prepare the appraisal of the sewer system and the sewage treatment equipment. The final valuation would combine the separate appraisals.




Page 45 of 58

Riley, Indiana

IDSTORY OF THE PROPERTY

The assessor's record shows that the storage building on the property was built in 1968. I assume the property has been owned by the Town of Riley since before 1968. I have no knowledge of the property having been offered for sale.

ASSESSED VALUE AND TAX

The property is exempt from real estate tax because it is classed as government owned non-taxable. Future owners may not qualify as tax exempt.

The property is assessed at: land, $33,600; improvements, $47,300. Total: $80,900. The assessor shows improvements as: a 121 sq ft, 1968-era building: a 1960-era, 50,000 steel bin; and a 1968-era, 30,000 steel bin.

In Indiana the assessed value is intended to be the market value for the property in its present use. It is unlikely that the present assessed value is based on any research other than listing the obvious improvements at the time that property was inspected by the assessor.

Future owners would expect the annual real estate tax to be based on the current law that provides for the annual tax for commercial properties to be taxed at 3% of the assessed value. This would be 3% of$80,900 or $2,427.

I do not believe this assessment data will influence the value of the land only, assuming the land to be vacant. The assessor may not have considered the zoning or the flood hazard in the land assessment.

ZONING

The county zoning map shows that the property is zoned R-S, Single Family Suburban Residential District. This zoning permits single family dwellings as the primary use. Agricultural usage is permitted. A sewage treatment facility is clearly not among the legal uses. The ordinance was dated October 21, 1996.

The zoning ordinance provides for non-conforming situations that were established prior to the effective date of the zoning ordinance to continue to be used but the structures shall not be enlarged upon, expanded, or extended.

The present use is a legal non-conforming use. Because this appraisal is of the land only, assuming the land to be vacant, the zoning is applicable. Buyers would consider the land to be zoned for single family use.




Page 46 of 58

Riley, Indiana

FLOOD HAZARD

Flood Insurance Rate Map 18167C0168C, eff. 2/18/2011 shows the appraised property to be in Zone A, area of 100-year flood. Flood insurance is required by lenders for mortgage loans of properties in Zone A.

ENVIRONMENTAL HAZARDS

I have no knowledge of any environmental hazards. This appraisal is made under the reasonable assumption that environmental hazards, ifthere are any, will not influence the market value of the appraised property.

DESCRIPTION OF THE NEIGHBORHOOD

The property is located in an area that would be considered as a part of the Riley area. Riley has a population of 221 according to the 2010 census. It is a part of the Terre Haute metropolitan area. Lakewood Subdivision adjoins Riley along the north side of the town. Lakewood Subdivision has an area of perhaps 100 acres. It has been developed during the past 30 years as an attractive residential area.

The appraised property is on the east side of Frye Street. Frye Street runs north from Indiana Highway 46 along the east side of the Town of Riley and the east side of Lakewood Subdivision. Frye Street follows a rather narrow ravine that once was the route of the Wabash and Erie Canal. There are single family residences scattered along the higher ground east of Frye Street. Typical home sites are from 2 to 5 acres. Typical residences sell in the price range of $80,000 to $150,000.

The west side of Frye Street is wooded low land.

All utilities are available. Frye Street is a well-maintained, asphalt surfaced county road.

DESCRIPTION OF THE SITE

The site is nearly level and at street level.

IDGHEST AND BEST USE OF THE LAND

The zoning permits agricultural use or single family residential use. The flood hazard prohibits new residential construction. There is no agricultural use of similar land along Frye Street. The best use is for access to adjoining higher land to the east and as excess land for use with such adjoining higher land.


John T. Newlin, Newlin-Johnson Co., Inc., Real Estate Appraisers


Page 47 of 58

Legend , Sections

B!od(s

Parcels

Road Centerlines

6

Cause No. 45290 ==-_,..----.,.....,,,,,,,,,,_,..,.,,,...,---, _ _.,..,,~~=~~~W-1

58

-·1·~ ~I I ~'.

~ C-0+10-1s-100-011.

--

\ 84--10-15-100-003.000.;.018 ,

~ '\

"

Town of Riley, Wastewater Treatment Site (Land Only) 5200 Frye Street Riley, Indiana

SUBJECT PHOTOGRAPHS

Photographs taken March 21, 2017, by John T. Newlin, MAI, Retired


Page 49 of 58

Looking north along Frye Street. The Riley Wastewater Treatment facility is at the right.




Page 50 of 58

Looking south along Frye Street. The Riley Wastewater Treatment facility is at the left.



Looking southeast from Frye Street.



Page 51 of 58

10


ESTIMATE OF LAND VALUE

I found no recent sales of land along Frye Street.


Page 52 of 58

Because the best use was considered to be used in conjunction with higher neighboring land, the following sales will be used as guides to the value of the appraised land.

Sale 1. 3390 Egan. (MLS #75602) A 5.59 acre wooded tract that is divided by a creek. $34,000.

9/25/2015. The property is at the northeast comer of Egan and Ft. Harrison. City water. This is a suburban area northeast of Terre Haute. $6,082 per acre.

Sale 2. About 5200 North Creal Street. (MLS #81288) A 7.065, acre partly wooded, nearly

level tract in a suburban area northeast of Terre Haute. City water. $40,000. 11/16/2016. $5,662 per acre.

Sale 3. 3301 Voorhees. (MLS #78304). An irregular wooded tract of about 3.2 acres that is cut

by a ravine. All utilities. This is in Stratford Hills Subdivision, a 1940-era subdivision of quality homes that is a suburban area southeast of Terre Haute. Helen A venue is along the south side of this tract. 2/26/2016. $25,000. $7,812 per acre.

Conclusion. If the appraised property were sold to an adjoining property owner, the land would be in

the same market as the above sold properties. The value would be in the range of $5,000 to $8,000 per acre with the most likely value being $6,000 per acre. For the 2.21 acres of the appraised property, this is $13,260. Round to $15,000.




Page 53 of 58

Riley, Indiana

CERTIFICATION

I certify that, to the best of my knowledge and belief:

• The statements of fact contained in this report are true and correct.

• The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.

• I have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved.

• I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

• My engagement in this assignment was not contingent upon developing or reporting predetermined results.

• My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

• The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Appraisal Institute's Code of Professional Ethics and Standards of Professional Appraisal Practice, which include the Uniform Standards of Professional Appraisal Practice.

• The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

• I have made a personal inspection of the property that is the subject of this report.

• No one provided significant real property appraisal assistance to the person signing this certification.

• As of the date of this report, I have completed the requirements under the continuing education program of the Appraisal Institute.

DateMay2, 2017 ~/ /,~ /4~lin, MAI, Retired Certificate No. 3659 Indiana Certified General Appraiser CG69200802 Expiration: 6/30/2018




Page 54 of 58

Riley, Indiana

ASSUMPTIONS AND LIMITING CONDITIONS

A. This appraisal report has been made with the following general assumptions:

1. No responsibility is assumed for the legal description or for matters including legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated.

2. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated.

3. Responsible ownership and competent property management are assumed.

4. The information furnished by others is believed to be reliable; however, no warranty is given for its accuracy.

5. All engineering is assumed to be correct. The plot plans and illustrative material in this report are included only to assist the reader in visualizing the property.

6. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them.

7. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless noncompliance is stated, defined, and considered in the appraisal report.

8. It is assumed that all applicable zoning and use regulations and restrictions, including subdivision restrictions, have been complied with, unless a nonconformity has been stated, defined, and considered in the appraisal report.

9. It is assumed that all required licenses, certificates of occupancy consents, or other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based.

10. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report.

11. It is assumed that the improvements (if any) are in the condition as herein described. The appraiser is not a construction expert and makes no warranty as to the quality or condition of the improvements or component parts, such as; mechanical, electrical, plumbing, sewage or other allied systems. This report should not be relied upon for such aspects, and the parties are encouraged to retain an expert who is qualified to make such determinations.




Page 55 of 58

12. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in this field, if desired.

The appraiser has noted in the appraisal report any adverse conditions (such as needed repairs, depreciation, the presence of hazardous wastes, toxic substances, etc.) observed during the inspection of the subject property or that he or she became aware of during the normal research involved in performing the appraisal. Unless otherwise stated in the appraisal report, the appraiser has no knowledge of any hidden or unapparent conditions of the property or adverse environmental conditions (including the presence of hazardous wastes, toxic substances, etc.) that would make the property more or less valuable, and has assumed that there are no such conditions and makes no guarantees or warranties, express or implied, regarding the condition of the property. The appraiser will not be responsible for any such conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because the appraiser is not an expert in the field of environmental hazards, the appraisal report must not be considered as an environmental assessment of the property.

B. This appraisal report has been made with the following general limiting conditions:

1. The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocations for land and buildings must not be used in conjunction with any other appraisal and are invalid if so used.

2. Possession of this report, or a copy thereof, does not carry with it the right of publication. It may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser, and in any event only with proper written qualification and only in its entirety.

3. The appraiser herein by reason of this appraisal is not required to give further consultation, testimony, or be in attendance in court with reference to the property in question unless arrangements have been previously made.

4. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser, or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written consent and approval of the appraiser.




Page 56 of 58

Riley, Indiana

QUALIFICATIONS OF JOHN T. NEWLIN Chairman of the Board

Newlin-Johnson Co., Inc. 601 Ohio Street, Terre Haute, Indiana 47807

EDUCATION: B.S. Civil Engineering, Rose Polytechnic Institute, 1943 (now Rose-Hulman Institute of Technology).

M.S. State University oflowa, Engineering Hydraulics, 1950.

CHRONOLOGICAL EXPERIENCE: 1943 - 1947, Lieutenant, Corps of Engineers. Construction ofroads, bridges, docks, buildings, and water systems. New Guinea and Philippines.

1947 - 1952, Instructor Civil Engineering, Rose Polytechnic Institute.

1952 to date, Newlin-Johnson Co., Inc., salesman, Vice-President, President, and Chairman of the Board. Sales, financing, leasing, appraising, and property management.

PROFESSIONAL QUALIFICATIONS: Registered Professional Engineer, State oflndiana License No. PE600004848. (Expired)

Licensed Real Estate Broker, State oflndiana License No. AP21200101.

Certified General Appraiser, State oflndiana License No. CG69200802

Member, The Appraisal Institute Designation, MAL (No. 3659) Retired

Member, Institute of Real Estate Management, Membership No. 2863 Retired

RECENT CLIENTS: Banks

First Financial Bank Regions Bank Citizens National Bank Northern Trust Cole Taylor Bank Peoples National Bank Terre Haute Savings Bank




Page 57 of 58

RECENT CLIENTS (continued):

Government Agencies City of Terre Haute Town of West Terre Haute

Riley, Indiana

-2-

Indiana Department of Natural Resources Wabash River Development and Beautification. Inc. Indiana State University

Various Individuals, Corporations, and Attorneys

TYPES OF PROPERTIES APPRAISED RECENTLY: Agricultural, recreational, commercial, and industrial land. Churches, post office, office buildings, restaurants and bars, auto sales,

Industrial buildings, fire department headquarters, retail strip mall, county jail, auto salvage yard, tower site.

ORGANIZATIONS: Member and Past President of Terre Haute Area Association of Realtors®

Member and Past District Vice-President of Indiana Association of Realtors®

Member of National Association of Realtors®

Member and President, 1973, Indiana Chapter, American Institute of Real Estate Appraisers

Member, Governing Council, 1980 - 1982, American Institute of Real Estate Appraisers

Member, Board of Examiners (Experience), American Institute of Real Estate Appraisers, 1975 -1987

Great Lakes Regional Member, Ethics Division, Professional Standards Committee, American Institute of Real Estate Appraisers, 1987 - 1990

Assistant Regional Member, Ethics Administration Division, Region 5, The Appraisal Institute, 1991 - 1992.

Member, Board of Managers, Rose-Hulman Institute of Technology, Terre Haute, Indiana, 1972 -1976

Director Emeritus, Indiana State University Foundation.



Indiana Professional Licensing Agency 402 W. Wat<hington Street, Rl)om W072 Indianapolis, IN 46204

John Newlin

CG69200802

has completed all requirements for lic:ensure In Indiana as a

CERTIFIED GENERAL APPRAISER

Expiring

June 30, 2018

To check the current $1:imls and expiration date for this license, please Visit http:llmylicense.ln.qov/eVerification

Michael R. Pence Governor

State of Indiana

Deborah J. Frye Executive Director

Professional Licensing Agency



Page 58 of 58

17

Cause No. 45290 Attachment CGW-2 Page 1 of 33

ORDINANCE NO. 2-2019

AN ORDINANCE FOR THE TOWN OF RILEY PROVIDING FOR THE SALE OF THE TOWN'S SANITARY SEWER UTILITY

WHEREAS, the Town of Riley ("Town") owns and operates a sanitary sewer utility pursuant to Indiana Code ch. 36-9-23; and

WHEREAS, the Town is incapable of operating its sewer utility in compliance with regulations of the Indiana Department of Environmental Management and is currently the subject of an Agreed Order relating to the same; and

WHEREAS, the Town no longer has its required certified operator of its sewer utility and has been relying upon Indiana-American Water Company, Inc. ("Indiana American") for several months to provide this essential service; and

WHEREAS, on March 6, 2017, the Town appointed three appraisers possessing the qualifications set forth in Indiana Code § 8-1.5-2-4 to provide an appraisal of the just and true value of the sewer system; and

WHEREAS, the three appraisers were John T. Newlin (licensed real estate appraiser), Peter Wamsley (licensed professional engineer), and Kent S. Elliott (licensed professional engineer); and

WHEREAS, Mr. Newlin returned an appraisal of the real estate on May 2, 2017, with the value of such real estate assigned at $15,000; and

WHEREAS, due to inadequate records maintained by the Town, it took much longer for the engineering appraisers to complete a value of the plant and equipment, which delays were discussed from time to time during Council meetings in the interim; and

WHEREAS, on July 9, 2018, two of the appraisers who are licensed professional engineers signed an appraisal assigning the just and true value of the sewer utility at $2,749,120; and

WHEREAS, this Council held a public hearing on September 26, 2018 to explain the appraisal and receive public comment on the same; and

WHEREAS, a copy of the agenda of the public hearing is attached as Exhibit A; and

WHEREAS, during the public hearing, the Council heard presentations regarding accepting amounts less than appraised value and the resulting reductions in rates that would result from the lower prices; and

Page 1 of 3


WHEREAS, on November 5, 2018, this Council voted to sell the sewer utility to Indiana American for a price of $1,453,373.32, a figure which was less than the appraised value on the appraisal signed by Messrs. Wamsley and Elliott because this Council determined it is in Riley's best interests to sell for less than full appraised value so as to result in lower utility rates to be charged by Indiana American; and

WHEREAS, a copy of the minutes of the November 5, 2018 Council meeting are attached hereto as Exhibit B; and

WHEREAS, even though the Council proceeded through these various steps and made the required determination to sell, the Council did not actually adopt an ordinance providing for what it had detennined to do; and

WHEREAS, to the extent the Town did not take every required step in the correct sequence to sell its sanitary sewer utility, this Council has determined that it is in the best interest for the Town, its citizens, and the customers of the Town's sanitary sewer utility for the Town to sell its sanitary sewer utility to Indiana American as specified herein and this Council hereby ratifies the actions to appoint the appraisers, the retum of the appraisal on July 9, 2018, and the decision to sell for less than appraised value that was made by this Council on November 5, 2018.

NOW, THEREFORE, BE IT ORDAINED by the Town Council of the Town of Riley that:

I . This Council has previously determined to sell its sewer utility to Indiana American for a purchase price of $1,453,373.32 and is hereby adopting this Ordinance to ratify that decision.

2. This Council has previously determined and hereby ratifies the decision to accept less than the full appraised value for the sanitary sewer system so as to result in lower rates to be charged after the closing.

3. The sale shall be pursuant to the Purchase Agreement attached as Exhibit C. 4. This Ordinance shall be effective on and after its adoption.

Page 2 of 3

.,! 1 Cause No. 452 90

Attachment CGW-2 Page 3 of 33

ADOPTED AND APPROVED THIS /:, DAY OF Soft"

Cla~4bd.1A±

ATTEST: (j}~ 1 Wanda Hylton, Clerk/Treasurer

DMS 15056JSJvl

Page 3 of3

, 2019.


Exhibit A Page 1 of 1

Riley, Indiana Public Hearing on Potential Sale of

Wastewater Utility

September 26, 2018

Riley Elementary School

Agenda

1) Why has the Town of Riley pursued the sale of its wastewater

utility?

2) Explanation of appraisal process per state statute

3) Review of wastewater utility appraisal

a. Engineers' Appraisal $2,749,120.00

b. Real Estate Appraisal $ 15,000.00

4) Indiana American Water Offer

Purchase Price

Average Customer

Bill Increase Rate Increase

(4,000 gallons)

1 $765,000 Current Rates None

2 $1,090,000 10% $5.70

3 $1,250,000 15% $8.55

4 $1,420,000 20% $11.40

5 $1,575,000 25% $14.25

5) Public questions and comments

6) Town Council questions and comments

Estimated Average

Residential Bill

(4,000 gallons)

$57.00

$62.70

$65.55

$68.40

$71.25


Riley Town Board met on Nov 5,2018 at 6:30 at the Town Hall

Clay,Sean,Harry, Wanda, Richard, Deanna

Minutes were read Harry made the motion to accept the minutes. Sean sec.

Treasurers report was read Sewer bal,200,605.65 Depr 81,064.92 5000.00 UVbulb

Harry made the motion to accept the treasurers report Sean sec.

Letters from IDEM for changes of pump and permit .need Clay to sign

Richard had a purchase agreement from the In Railroad

Sean made the motion to sell the sewer works to AM Water. Harry sec.

Sean made the motion to go with option 3 on last document of selling the sewer in the amount

$1,453,373.32 pending approval Harry sec.

Chief Matt McCullough for the fire dept said they are having sewer problems. Niether of the pumps are

working He said it will cost$8,600 for 2 new pumps. Richard said he would get some other prices and

the Board will make a decision at the Dec meeting.

Sean made the motion to pay the bills Harry sec.

Sean made the motion to adjourn at 7:10 Harry sec.

I'

Exhibit B Page 1 of 1

Cause No. 45290 Attachment CGW-2 Pag-e 6 of 33

ASSET PURCHASE AGREEMENT

EXHIBIT C Page 1 of 28

This Asset Purchase Agreement ("Agreement") Is made and entered into this 4111 day of February 2019 {"Effective Date; by and between Indiana-American Water Company, Inc., an Indiana public utillty corporation ("Buyer"~ and the Town of Riley, Indiana, ("Seller"). Hereinafter, the Buyer and Seller may be indlviduaiiy referred to as a "Party" or jointly as the "Parties".

RECITALS:

A. Seller owns and operates a wastewater system which proVides collection, pumping, and treatment services k> customers located wlthin its service area, as such area is graphically depicted on Exhibit A attached hereto and incorporated herein (the "Service Area'') (cc11fect1vely referred to as the "Business"),

B. Buyer desires to acquire and Seller desires to sen the Assets ct Seller relating to the Business pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants contained herein and in exchange fer other consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE 1 Definitions and Related Matters

For purposes of this Agreement and an documents executed in connection with this Agreement, the capitalized terms shaft have the meanings assigned to them herein or in Schedule 1.

ARTICLE 2 Purchase and Sale of Assets; Closing

2.1 Transfer and Description of Assets. Subject to and upon all other terms and conditions of this Agreement, effective as of the Effective Time on the Closing Date, Seller shall sell, convey, transfer, assign and deliver to Buyer free and clear of all Encumbrances, and Buyer shall acquire from Seller, all of Seller's right, trne and interest in and lo all of Seller's assets, other than the Excluded Assets, regardless of where located, which are, could be, er In the future would be part of the collection, pumping, and treatment system utilized to provide wastewater service to Seller's customers, including but not limited to the foHowing:

(a) aN Real Property including any easements, rights-of~way rx rights granted to the Seller in furtherance of the operation of the Business Including but not Umited to that described in Schedule 3.4;

(b) all Tangible Personal Property, as defined in Schedule 1 Definitions.

(c) all data and Records related to Seller's operation of the Business, including, but not limited to, the customer list which shall include the service and billing address of all customers of the Seller and, subject to applicable Law, copies of all Records described in Section 2.2(b);

( d) aH Permits and all pending appticatlons therefor, renewals thereof or exemptions therefrom which are necessary or advisable in the operation of Seller's Business, including but not limited to those fisted in Schedule 3.6; and

(e) d tie Business.

all of the intangible rights and property of Seller utilized by Seller in the operation

All d the foregoing shall be hereinafter referred to collectively as the •Assets".

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2.2 Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following Assets of SeAer ere not part of the sale and purchase contemplated hereunder, are excluded from the Assets, and shall remain the property of Seller after the Closing:

(a)

{b) in its possession;

all insurance policies .rid rights thereunder;

all personnel Records and other Records that Seller is required by Law to retain

(c) all office furniture and equipment, including computers, used i1 the operation of the Business;

(d) all rights in connectiOn with and assets c:I the employee benefit plans and employment or independent contractor Contracts;

(e) all rights of SeUer under the Transaction Documents;

(f) cash, cash equivalents and short-term investments;

(g)

(h)

accounts receivable arising prior to the Effective Time;

Customer Service Connections, which shall remain the property of the customer; and

(i) all assets not necessary for safe operation of the system and not fisted in the Appraisal Reports from Banning Engineering and NewHn-Johnson Co., Inc. dated July, 2018 and May 21, 2017, respectively.

All of the foregoing shall be hereinafter referred to collectively as the ''Excluded Assets".

2.3 Consideration. The consideration for the Assets (the "Purchase Price") will be the sum d One Million, Five Hundred and Forty-Five Thousand Dollars (S1,545,000.00). The Assets shall be in substantially the same condition, absent normal wear and tear, and fully able to perform the functions they are intended to at the time m Closing. If any of the Assets are not able to perform the function they are intended to, the Buyer, at its option, may request an adjustment to the purchase price to compensate for the deterioration or loss of said Asset In the event the parties are not able to agree to the amount d the adjustment, the adjustment amount shall be the amount necessary to return the Asset to the condition it was in at the time of the appraisal.

2.4 Liabilities. The Buyer shall not be responsible for MY of the Liabilities m Seller, including MY that may arise after Closing, and any such Liabilities shall remain the sole responsibility ri and shall be retained, paid, performed and discharged solely by Seller.

2.5 Closing. The purchase and sale provided for in this Agreement win take place at a location and timed day agreed upon by the parties (the "Closing"). The dated the Closing shall be ro later than forty-five days after the Indiana Utility Regulatory Commission (the "IURC") issues an Order approving the Contemplated Transaction and the terms and conditions contained n 5.1 (d) herein, or at such later date as is agreed upon by the parties. Closing shall be effective as d 5:00 pm local time (the 'Effective Time") on the actual date c:I Closing (the "Closing Date").

2.6 Closing Obllg!t!2!!!:

(a) At or prior to Closing, Seller shall deliver to Buyer the following documents, duly executed:

(i) a BiU of Sale for all rJ the Assets that are Tangible Personal Property in a form reasonably acceptable to Buyer;

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(ii) an assignment of aH of the Assets that are intangible personal property In a form reasonably acceptable to Buyer;

(iii) for each interest in Real Property identified on Schedule 3.4, a recordable wa-ranty deed or such other appropriate document ex Instrument of transfer or approval, as the case may require, each in form and substance satisfactory to Buyer and its legal counsel. Notwithstanding the fact that the same may not be listed on Schedule 3.4, Seller must provide easements or other transferable property rights to Buyer fer all mains used in the Business, which are not located on or in public rights-of-way, and must provide assignments of pubfic rights-of-way Permits with only those conditions acceptable to Buyer for aH mains located in municipal, county or state owned public rights-ofway,

(iv) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer, each In form and substance satisfactory to Buyer;

(v) a certificate as to the accuracy d Seller's representations and warranties as of the date of this Agreement and as d Closing in accordance with Section 5.1 (a) and as to its compHance with and performance of its covenants and obligations to be performed or compned with at or before Closing in accordance with Section 5.1 (bk

(vi) a certificate of the Clerk-Treasurer d Seller, dated as of the Closing, certifying: (A) that attached are true copies of the duly adopted resolutions of the Seller's governing body authorizing the execution of this Agreement and the sale of all Assets; and (B) the incumbency, signatures and authority d the officer er officers d Seller executing this Agreement or any agreement contemplated hereby on behalf d Seiler;

(vii) a general release in a form reasonably acceptable to Buyer;

(viii) a legal opinion d Seller's legal counsel, affirmatively opining to such matters as Buyer or Its legal counsel may reasonably request. including but not limited lo lhe due authorization and execution d this Agreement by SeUer and the enforceability thereof; and the SeUer's compliance With Indiana statute IC 8-1.5-2-4 through 6.1 and 8-1-30.3 fa the sale of municipally owned water utility systems.

(b) executed, or funds:

At or prior to Closing, Buyer shall deliver to Seller, the following documents, duly

(i) The Purchase Price, by wire transfer or other immediately available funds to an account speeified by the Seller; except for any debt obligations Seller may have at Closing. AU Seller's Debt obligations due at Closing, up to the Purchase Price, shall be paid to the Seller's creditors, via wire transfer at Closing, and Seller shall receive by wire transfer the net of the Purchase Price and the Seller's Debt paid by Buyer at Closing.

(ii) a certificate as to the accuracy of Buyer's representations and warranties as of the date of this Agreement and as of Closing in accordance with Section 5.2(@) and as to its compliance with and performance d its covenants and obligations to be performed or complied with at or before Closing in accordance with Section 5.2(b);

(iii) a certificate of the company secretary of Buyer, dated as d the Closing, certifying: (A) that attached are true copies of the duly adopted resolutions of the Buyer's board d directors authorizing the execution of this Agreement and the purchase d all Assets; and (Bl the incumbency, signatures and authority of the off1C81' a officers of Buyer executing this Agreement or any agreement contemplated hereby on behalf of Buyer; and

(iv) a certificate d existence issued by the Secretary d State d Indiana with respect to Buyer, dated not earlier than thirty (30} days prior to Closing.

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ARTICLE 3 Representations and Warranties of Seller


Seller hereby makes the following representations and warranties to Buyer:

3.1 Or nlzatlon. Seller is a municipal corporation duly organized and validly existing under the Laws cl the tate of Indiana, with full power and authority to conduct the Business as it is now being conducted and to own and operate its Assets.

3.2 Enforcement Authority; No Conflict.

(a) This Agreement constitutes, and the Transaction Documents (when executed and delivered) Will constitute, a legal, valid and binding obligation ri Seller, enforceable against Seller in accordance with its terms. SeRer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a Party and to perform its obligations hereunder and thereunder, and such action has been duly authorized by au necessary action by Seller's governing body;

(b) Neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transaction will, directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with or result in a violation of: (A) any provision of the Organizational Documents of Seller; a (B) any ordinances adopted by the governing bcidy of Seller;

(ii) contravene, conflict with or result in a violation of or giVe any Governmental Authority or other Person the right to chaHenge any of the Contemplated Transaction or to exercise any remedy or obtain any relief under any Laws or any Order to which SeHer or any of the Assets may be subject;

(iii) contravene, conflict with or result in a violation cl any d the terms or requirements d or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit or other authorization by a Governmental Authority that is held by Seller or that otherwise relates to the Business or any ri the Assets;

(iv) contravene, conflict with or result in a violation or breach r/ any provision of, require the Consent of any Person, or giVe any Person the right to declare a default or exercise any remedy under or lo a~elerate the maturity or performance of or to cancel, terminate or modify any Contrac~ indenture, mortgage, note, tease or other instrument or document ct which Seller is a Party or by which any of the Assets are bound; or

(v) resUlt in the imposition or creation of any Encumbrance upon or with respect to any d the Assets, except as contemplated by this Agreement

3.3 Am!!- Seller has good and marketable title to all of the Assets. Except for those Encumbrances listed on Schedule 3.3, the Assets are free and clear of any and all Encumbrances whatsoever, including any liens, loans or grants from any federal or state agency for the purchase or construction of the Assets. None of the Assets El'e leased er on loan by Seller lo any third Party. The Assets constitute all property necessary for the operation cl the Business in the manner Seller currently operates. Encumbrances listed on Schedule 3.3 will be satisfied at closing pursuant to Section 2.6(b)(i).

3.4 Real Pro9!tlv; Easements. To Seher's best knowledge and be&ef, Seiter has good and marketable title to, or a valid and binding leasehold interest In, those parcels and tracts d land and those leases, licenses, easements or rights-of-way used in the operation of the Business, together with all fixtures, fittings, buildings, structures and other improvements erected therein or thereon and all appurtenances thereto (the "Real Property"). The Real Property inclUdes but is not necessarHy limited to the property described in Schedule 3,4.

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3.5 Tangible Personal Property. Tangible Personal Property is all such property as defined in Schedule 1, Definition of Tangible Personal Property.

3.6 Contracts. Set forth on Schedule 3.6 is a complete and correct list cl all Contracts related to the Business to which Seller is a Party and to which Buyer agrees to accept Seller has delivered or caused to be delivered to Buyer correct and complete copies of each Contract (including all amendments thereto), a description ct the terms of each Contract which is not in writing, and all documents affectilg the rights or obligations of any Party thereto. The Contracts have not been modified or amended except as disclosed on Schedule 3.6. Each Contract is valid and enforceable against Seller in accordance with its terms and is in full force and effect, and each Contract constitutes a lega~ valid and binding obligation of the other parties thereto, enforceable against them in accordance with its terms. No default and no event which, with the giving ct notice, lapse of time, or both, would be a default has occurred under any Contract. There are no setoffs, counterclaims or disputes existing a- asserted with respect to such Contracts, and Seller has not made any agreement with any other Party thereto for any deduction from or increase to any amount payable thereunder. There are no facts, events a- occurrences which in any way impair the validity or enforcement of any Contract a tend to reduce a- increase the amounts payable thereunder. Seller has not, directly a- indirectly, by operation of Law a- otherwise, transferred a assigned all or any part ct its right, title a- interest in and to any Contract to any other Person. There are no Proceedings pending nor threatened against any Party to any of the Contracts which relate to the subject matter of the Contracts.

3.7 Environmental Matters.

Except as set forth on Schedule 3. 7{a):

(a) Seller is and at an times has been In full compliance with and has not been and is not in violation of or liable under any applicable Environmental Law. Seller has no basis to expect nor has it received any actual a- threatened Order, notice a- other communication from any Governmental Authority or private citizen acting in the public interest of any actual or potential violation or failure to comply with any Environmental Law or of any actual or threatened obfigation to undertake or bear the cost ct any Environmental, Health and Safety Liabilities with respect to the Assets or any other properties (whether real, personal a- mixed) In which Seller h1:1s or has had an interest or with respect to the Real Property or any other real property at a to which Hazardous Materials were generated, manufact._ured, refined, transferred, imported, used or processed by Seller or any other Person for whose conduct it 'is amay be held responsible, or fr<m which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled a received.

(b} There are no pending a threatened claims, Encumbrances a other restrictions of any nature, resulting from any Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law with respect to a- affecting the Assets or any other properties (whether real, personal a mixed} in which Seller has or had an interest.

(c) Neither Seller nor any other Person fa whose conduct it is or may be held to be responsible has received any citation, directive, inquiry, notice, Order, summons, warning or other communication that relates to Hazardous Activity, Hazardous Materials a- any alleged, actual or potential violation or failure to comply with any Environmental Law a of any alleged, actual or potential obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities with respect to the Assets or any other properties (whether real, personal a- mixed} in which Seller has a has had an interest or with respect to any other real property to which Hazardous Materials generated, manufactured, refined, transferred, imported, used or processed by Seller or any other Person for whose conduct it is a may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recyded or received.

(d) Neither Seller nor any other Person for whose co~uct it is a may be held to be responsible has any Environmental, Health and Safety Liabilities with respect to the Assets or any other properties (whether real, personal or mixed) in which Seller {or any predecessor) has or has had an

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Interest or at any property geologically or hydrologically adjoining the Assets or any other properties (whether real, personal or mixed).

(e) There a-e no Hazardous Materials present on or in the Environment at the Real Properly or at any geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent and deposited or located in land, water, sumps or any other part of the Real Property or such adjoining property or incorporated into any structure therein or thereon. Neither Seller nor any other Person for whose conduct it is or may be held to be responsible has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Assets or any other properties (whether rea~ personal or mixed) in which Seller has or has had an interest except in material compliance with all applicable Environmental Laws.

(f) There has been no Release or threat of Release, of any Hazardous Materials at or from the Assets or any other properties (whether real, personal or mixed) in which Seller has or has had an interest, or any geologically or hydrologically adjoining property, whether by Seller or any other Person.

(g) Seller has delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller pertaining to Hazardous Materials or Hazardous Activities In, on or under the Real Property, or concerning compliance by Seller or any other Person for whose conduct it is or may be held to be responsible, with Environmental Laws, said reports, studies, etc. to include without limitation, any and all Phase I environmental reports now or hereafter in the possession or control of Seller.

3.8 Permits. Set for1h on Schedule 3.8 is a complete and correct list of all Permits used by Seller in the operation of the Business. Such Permits constitute all Permits necessary for the operation of the Business and all such Permits are valid and subsisting and In full force and effect There exists no fact or circumstance which is reasonably likely to cause any Permit to be revoked or materially altered after the Closing Date.

3.9 Insurance. Seller maintains and has maintained appropriate insurance necessary for the full protection of all of its Assets, Business, operations, products and services. All such policies are In full force and effect and Se Der wDI use commercially reasonable efforts to cause such policies to be outstanding and in full force and effect up to the Effective Time on the Closing Date and the premiums therefor have been paid in full as they become due and payable. There ere no pending Proceedings arising out of, based upon or with respect to any of such policies of insurance and no basis for any such Proceedings exists which will result in an Encumbrance against the Assets, Business, operations, products or services. Seller is not in default with respect to any provisions contained in any such insurance policies and no insurance provider is in default with respect to sucb Insurance policies.

3.10 No Material Adverse Chang!. Except for this Agreement and any rate Increases since the effective date of the appraisal used to determine the value of the System, there have been no material adverse changes in the Business or Assets nor has there been any material adverse change In the relationships Seller maintains with Its customers, employees and Governmental Authorities nor are there any events, transactions or other facts which exist or have occurred and which are likely to have an adverse effect on the foregoing.

3.11 Conduct of Business In Ordinary Course. Since the effective date of the appraisal used to determine the value of the System, Seller has operated or contracted to have operated the Business only in the ordinary course of business. Without limitation of the foregoing, since such date, Seller has not entered into, amended, terminated or received notice of termination of any Contract or Permit, unless so noted on Schedule 3.6.

3.12 Proceedings. Other than as set forth on Schedule 3.12, there are no Proceedings pending or threatened against Seller or directly affecting any of the Assets or the Business by or on account of any Person or before any Governmental Authority and there is no valid basis for any such

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Proceeding. Seller has not been charged with, nor is it under investigation with respect to any charge which has not been resolved to their favor concerning any violation of any applicable Law with respect to any of the Assets or the Business and there is no valid basis for any such charge or investigation No judgment, Order, writ, injunction, decree, assessment or other command of any Governmental Authority affecting Seller or any of the Assets or the Business has been entered which Is presently in effect. There is no Proceeding pending or threatened which challenges the validity of this Agreement or the Contemplated Transaction or otherwise seeks to prevent, directly or indirectly, the consummation of the Contemplated Transaction, nor is there any valid basis for any such Proceeding.

3.13 Compliance with Laws. Seller is in compliance with all Laws applicable to the Assets and the operation of the Business and has not committed any violation of any Law applicable to the Assets and/or operation of the Business. Seller has not received any notice or other communication {whether oral or written) from any Governmental Authority or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Law or (ii) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Assets, in their current condition, are capable of complying with all Laws.

3.14 MaterialOmissions. Independent of and in addition to the foregoing representations and warranties contained in this Article 3, neither this Agreement nor any written statement, list, certificate or other information furnished by or on behalf of Seller in response to specific written requests made by Buyer or Buyer's representatives or attorneys contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE4 Representations and Warranties of Buyer

Buyer hereby makes the following representations and warranties lo Seller:

4.1 Organization. Buyer is a duly organized and validly existing public utility corporation under the Laws of the State of Indiana and at Closing has the power and authority to own, lease and operate its assets and to conduct this Business as it is now being conducted.

4.2 Enforcement; Authority; No Conflict.

(a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Documents to which tt is a Party and to perform its obligations hereunder and thereunder, and such action has been duly authorized by all necessary action by Buyer's board of directors.

(b) Neither the execution and delivery of this Agreement, nor the consummation of the Contemplated Transaction nor compliance by Buyer with any of the provisions hereof will result In: (I) a violation of or a conflict with any provision of the Organizational Documents of Buyer; (ii) a material breach of or default under any term, condition or provision of any Contract to which Buyer is a Party, or an event which, with the giving of notice, lapse of time, or both, would result In any such breach or default; (iii) a material violation of any applicable Law, Order, judgment, writ, injunction, decree or award or any event which, with the giving of notice, lapse of time, or both, would result in any such violation; or (iv) any Person having the right to enjoin, rescind or otherwise prevent or impede the Contemplated Transaction or to obtain Damages from Seller or to obtain any other judicial or administrative relief.

4.3 Proceedings. There is no Proceeding pending nor, to the Knowledge of Buyer, threatened which challenges the valldity of this Agreement or the Contemplated Transaction or otherwise seeks to prevent, direclly or indirectly, the consummation of such transactions, nor, to the Knowledge of Buyer, is there a valid basis for any such Proceeding.

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ARTICLE 5 Conditions Precedent to Closing


5.1 Conditions Precedent to the Obligations of Buver. Buyer's obligations to consummate the Contemplated Transaction are subject to the satisfaction in full, unless expressly waived In writing by Buyer, of each of the foHowlng conditions:

(a) R§Presentations and Warranties. Each of the representations and warranties of Seller contained in Article 3 is true, correct and accurate from the date of this Agreement and as of the Closing Date shall be true, correct and accurate as though restated on and as of such date (except in the case of any representation and warranty that by ils terms is made as of a date specified therein, which shall be accurate as of such date);

(b) Covenants. Seller shall have performed and complied with all covenants required by this Agreement to be performed or compfted with by them prior to or at the Closing;

(c) Proceeding§. No Order shall be in effect and no Proceeding by any Person shall be threatened or pending before any Governmental Authority, or before any arbitrator, wherein an unfavorable Order would: (i) prevent consummation of the Contemplated Transaction; (ii) have a like6hood of causing the Contemplated Transaction to be rescinded following consummation; (iii) adversely affect the right of Buyer to own any of the Assets; or (iv) adversely affect the Business prospects, value or condition of any of the Assets or the Business;

(d) AJ)provals. Buyer shall have received prior to Closing; (i) an Order from the IURC approving the Contemplated Transaction and the transfer of Seller's System thereunder, its proposed accounting and rate base treatment with respect to the Contemplated Transaction including recognition of the full Purchase Price In net original cost rate base, the application of ils depreciation accrual rates to the Assets, and the encumbrance of the Real Property with the lien of its mortgage Indenture; and (ii) all other regulatory approvals required by any Governmental Authority to operate the Business within the Service Area; .

(e) Cfosing Deliveries. Seller shall have delivered to Buyer the Closing requirements set forth in Section 2.6(!};

(f) Due Diligence. Buyer shall be satisfied, in its sole and absolute discretion, with the results of its due diligence review of the Business, the Assets and the Seller, Including without limitation, satisfaction with the results of any environmental assessment performed with respect to the Assets.

(g) No Adverse Change. Buyer has determined that there has not been any adverse chahge in the Business, the Assets, financial condition or Business prospects of Seller and that there is no adverse change i1 the relationships maintained by Seller with its employees, suppliers, customers or Governmental Authorities as of Closing; and

(h) Board _Approval. Buyer shall have obtained approval of the Contemplated Transaction by Buyer's Town 8.

5.2 Conditions Precedent to Obligations of Seller. The Seller's obligation to consummate the Contemplated Transaction is subject to the satisfaction in full, unless expressly waived in writing by Seller, of each c:i the following conditions:

(a) fun)resentatlons and Warranties. Each of the representations and warranties of Buyer contained in Article 4 is true, correct and accurate as of the date of this Agreement and, as of the Closing Date, shall be true, correct and accurate as though restated on and as of such date (except in the case of any representation and warranty that by ils terms is made as of a date specified therein, which shall be accurate as of such date); and

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(b) Covenants. Buyer shall have performed and complied with all covenants required by this Agreement lo be performed and compiled with by Buyer prior to or at Closing;

(c) Closing Deliveries. The Buyer shall have delvered to Seller the Closing requirements set forth in Section 2.6(Q}.

ARTICLE 6 Covenants and Special Agreements

6.1 Covenants of Seller Prior to Closing. Seller covenants and agrees that during the period from the date hereof until Closing:

(a) Non:Solicitation. Unless and until such time as this Agreement is terminated pursuant to Article 8, Seller shall not, and will cause each employee, officer, governing body, and agent not to, directly or indirectly: (i) submit, solicit, initiate, encourage or discuss any proposal or offer from any Person relating to any sale of an or any portion d the Assets or a sublease or assignment of any lease or any similar transaction involving Seller and the Business or the Assets; (ii) enter i'lto any agreement or commitment related to any such transaction; or (iiO furnish any information with respect to or assist or participate in or facUitate in any other manner any effort or attempt by any Person to do or seek any ri the foregoing. Setler shall notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

(b) Access. Upon reasonable prior notice by Buyer, Seller shall: (i) furnish Buyer and its financial and legal advisors with copies of all such Contracts, books and Records and other existing documents and data as Buyer may reasonably request; (ii) furnish Buyer and its financial and legal advisors with such additional financial, operating and other data and information as Buyer may reasonably request; (iii) permit Buyer or its representatives to conduct such physical inspections and environmental audits of the Real Property, as requested by Buyer; and (iv) permit Buyer or tts representatives to conduct interviews of employees of Seller.

(c) Ordinary Course. Seller shall carry on the operation of the Business in the ordinary course of business, consistent with prior practice, not introduce any materially new method of management or operation, and use reasonable efforts to preserve the Business and conserve the goodwill and relationships of Seller's customers, suppliers, Governmental Authorities and others having business relations with il Seher and Buyer specifically acknowledged that Seller has entered into a contract with Buyer to operate the Business and such contract does not violate the 'ordinary course' agreement. Seffer shall not engage in any activity or transaction which is inconsistent with the terms of this Agreement

(d) Liens: Encumbrances. Seller shall not enter into or assume any mortgage, pledge, security agreement or other title retention agreement or permit any Encumbrance to attach to any of the Assets, whether now owned or hereafter acquired.

(e) All Reasonable Efforts. Seller wDI use commercially reasonable efforts to satisfy each of the conditions for Closing of the Buyer set forth in Section 5.1 above.

(f) Wastewater Rates. Seller shall institute a wastewater rate increase, at or before closing, of fifteen percent (15%} to bring Seller's current wastewater rates within about five percent (5%) ri Buyer's average Schedules of Rates and Tariffs fa Sewer Service.

(g) Further Covenants.

(i) ~orts. Seller shall duly and timely file all reports required to be filed with any Governmental Authority and will promptly pay when due all Taxes, assessments and

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governmental charges Including interest and penalties levied or assessed, unless dillgently contested in good faith by appropriate Proceedings;

(ii) Condition of Pro,12erty. Consistent with past practice, Seller shall maintain and keep the Assets in substantially the same condition as of the date hereof, normal wear and tear excepted;

(iii) Insurance. Seller shall maintain in full force and effect all policies of insurance now in effect up and through the Effective Time on the Closing Date, but not thereafter;

Ov) No Breach or Default of Contracts. Seller shall not do any act or omit any act or permit any omission to act which wlU cause a breach or default by Seller d any Contract;

(v) Supplies. Seller shall keep supplies at a level sufficient to operate the Business in accordance with past practice;

(vi) Contracts. SeDer shall not enter into any Contract other than in the ordinary course of business; and

(vii) with any Related Person.

Related Person Transactions. Seller shall not enter into any transaction

6.2 Environmental Assessment. Buyer, in its sole discretion and at its sole expense, may conduct a Phase I environmental analysis of any or all of the Real Property, and the Seller shall cooperate and provide access for same. In the event that a Phase I study detects any actual or possible violation ri any Environmental Law, the Buyer may, in its sole discretion, terminate this Agreement the effect of which is described in Section 8.2 herein.

6.3 Certain Post-Closing Covenants of Seller.

(a) Seller:

(i) shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed.

(lij shall pay, or make adequate provisions for the payment, in full, of all of the retained liabilities and other Liabilities d Seller under this Agreement.

(iii) hereby agrees to cooperate with Buyer to ensure a proper transition ri all customers With respect to billing and customer service activities.

(iv) hereby acknowledges that Buyer must comply with all provisions of its trifs as filed with and approved by the IURC.

(v) hereby agrees to support future efforts of Buyer to establish single tariff rates for wastewater customers.

ARTICLE 7 Indemnification

7.1 Survival; Right to Indemnification Not Affected by Knowledg!, All representations, warranties, covenants and obligations of Seller given in this Agreement and/or any Transaction Document delivered pursuant to this Agreement shall survive Closing. The right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations wm not be affected by any investigation conducted with respect to or any Knowledge acquired (or capable of

10



being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty or on the performance of or compliance with any covenant or obligation will not affect the right to indemnification, payment of Damages or other remedy based on such representations, warranties, covenants and obligations.

7.2 Indemnification and Pm,ment of Damages by Seller. Seller hereby unconditionaUy, Irrevocably and absolutely agrees to fully pay, protect, defend, Indemnify and hold harmless Buyer and Buyer's past, present and future officers, directors, shareholders, employees, agents, attorneys, representatives, successors and assigns (collectively, the "Indemnified Persons"); from any and all manner d actions, suits, debts, sums of money, interest owed, accounts, controversies, agreements, charges, damages, judgments, executions, and reasonably incurred costs, expenses, fees (including reasonable attorneys' fees and court costs), counterclaims, claims, demands, causes of action, liabilities and losses and award au other Liabilities incurred, paid or sustained by any of the foregoing (hereinafter referred to in this Agreement as "Damages"), in each case, arising out of, or caused by: (I) the misrepresentation, breach of warranty or nonfulflllment d any provision d this Agreement by Seller or; (ii) al Liabilities and/or duties of Seller, whether accruing prior to or after the Effective Time on the Closing Date, and any Encumbrance affecting the Assets; (iii) assessments, charges and other similar claims due or owing, directly or indirectly, by Seller or otherwise as a result of a on account of the Assets or the Business at any time prior to the Effective Time on the Closing Date; (iv) the ownership and/or operation of any of the Assets or the Business prior to the Effective Time on the Closing Date; (v) any claim or Proceeding now existing or hereafter arising and relating to the Assets or the Business cl Seller and arising from events or matters occurring prior to the Effective Time on the Closing Date; and (vi) any claim by an employee of Seller for any severance payment or arising out of such employee's employment with Seller or under the Worker Adjustment and Retraining Notification Act COBRA (Sections 601 through 608 c:I the Employee Retirement Income Security Act d 1974), or under any employee benefit plan or employment Contract to which Seller is a Party.

7.3 Indemnification and Payment of Damages by Seller - Environmental Matters. In addition to the provisions of Section 7.2, Seller hereby unconditionally, irrevocably and absolutely agrees to fully pay, protect, defend, indemnify and hold harmless the Indemnified Persons, and will pay lo the Indemnified Persons the amount of any Damages (Including costs of cleanup, containment or other remediation) arising, directly or indirectly, from a in connection with:

(a) Any Environmental, Health and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation or condition at any time on or prior to the Effective Time on the Closing Date d the Assets or any other properties (whether real, personal or mixed and whether tangible or intangible) in which Seller has or had an Interest; or (8) any Hazardous Materials or other contaminants that were present on or in the Assets or my other properties at any time on or prior to the Effective Time on the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released or otherwise handled by Seller or by any other Person for whose conduct it is or may be held responsible at any time on or prior to the Effective Time on the Closing Date; or (B) any Hazardous Activities that were. or were allegedly, conducted by Seller or by any other Person for whose conduct it is or may be held responsible on or prior to the Effective Time on the Closing Date; or

(b) Any bodily injury (including illness, disability and death), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use d real property) or other damage of or to any Person. Including any employee or former employee of Seller or any other Person for whose conduct it is or may be held responsible, In any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Assets or the Real Property by Seller prior to the Effective Time on the Closing Date, or from Hazardous Material that was: (i) present or suspected to be present on or before the Effective Time on the Closing Date on or at the Real Property (or present or suspected to be present on any other property, W such Hazardous Material emanated or allegedly emanated from any of the Real Property and was present or suspected ID be

11



present on any of the Real Property on or prior to the Effective Time on the Closing Date); or (ii) Released or allegedly Released by Seller or any other Person for whose conduct it is or may be held responsible, at any time on or prior lo the Effective Time on the Closing Date.

Buyer shall control any Cleanup, any related Proceeding and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Section 7 .3. The procedure described in Section 7.5 wlU apply to any claim solely for monetary Damages relating to a matter covered by this Section 7 .3.

7.4 Indemnification By Buyer. Buyer hereby unconditionally, irrevocably and absolutely agrees to fully pay, protect, defend, indemnify and hold harmless Seller and Seller's past, present and future officers, governing body, employees, agents, attorneys, representatives, successors and assigns from any and all Damages arising out of, or caused by: (i) Buyer's misrepresentation, breach of warranty or nonfulfillment of any provision cl this Agreement; (ii) any claim or Proceeding arising after the Effective Time on the Closing Date and relating to events or matters occurring subsequent to the Effective Time on the Closing Date; and (iii) any claim by an tilllployee of Buyer arising out of such employee's employment with Buyer after the Effective Time on the Closing Date.

7,5 Procedure for Indemnification. The procedure for indemnification shall be as follows:

(a) The Party claiming Indemnification (the "Claimanr) shall promptly give notice to the Party from whom Indemnification is claimed (the "Indemnifying Party") of any claim, whether between the Parties or brought by a third party, specifying: (l) the factual basis for such claim; and (ii) the amount of the claim. If the claim relates to a Proceeding flied by a third party against Claimant, Claimant shall give such notice within ten (10) Business Days after written notice of such Proceeding was given to Claimant. Claimant's failure to give the Indemnifying Party such notice shaH not preclude Claimant from obtaining indemnification from thti Indemnifying Party unless Claimant's failure has materially prejudiced the indemnifying Party's ability to defend the claim or litigation, and then the Indemnifying Party's obligation shall be reduced to the extent of such prejudice.

(b) Following receipt of notice from the Claimant ct a claim, the Indemnifying Party shall have thirty (30) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable. For the purposes of such investigation, the Claimant agrees to make available to the Indemnifying Party and/or Its authorized representatives the information relied upon by the Claimant to substantiate the claim. if the Claimant and the Indemnifying Party agree at or prior to the expiration ex said thirty (30)-day period (or any mutually agreed upon extension thereof) to the validity and amount of such claim, the Indemnifying Party shall Immediately pay to the Claimant the M amount of the claim. If the Claimant and the Indemnifying Party do not agree within said period (or any mutually agreed upon extension thereof1 the Claimant may seek appropriate legal remedy. ·

(c) (i) With respect to any claim by a third party as to which the Claimant asserts it is entitled to indemnification hereunder, the Indemnifying Party shall have the right, at its own expense, to participate in or at its election to assume control ct the defense of such claim, with counsel reasonably satisfactory to Claimant, subject to reimbursement of Claimant for actual out-of-pocket expenses incurred by Claimant as the result r:i request by the Indemnifying Party, subject to the following;

(A) The Claimant may retain separate co-counsel at its sole cost and expense and participate in the defense of any such claim by a third party; and

(B) The Indemnifying Party shall conduct the defense of the third party claim actively and diligently thereafter.

(Ii) If the Indemnifying Party elects to assume control of the defense d any third party claim pursuant to Section 7.5(c)(i), the Indemnifying Party may nevertheless reserve the right to dispute the amount of indemnification claimed or dispute Claimant's right to be indemnified with respect to all or any portion of the claim. Except with the written Consent of the Claimant, the Indemnifying Party shall not, in defending any claim or any litigation resulting therefrom, consent to entry of any judgment or

12

Cause No. 45290 Attacl1.ment CGW-2

Page 18 of 33 EXHIBIT C

Page 13 of 28

enter into any settlement which does not release the Claimant from all Liability in respect of such claim or litigation. In the event the Claimant falls to consent to any settlement or compromise-which such failure results in Damages In excess rl the amount for which Consent was requested, the limitation of the Indemnifying Party's obligations to indemnify the Claimant with respect to the subject matter of the claim shall be the amount cl the proposed settlement or compromise rejected by Claimant and the Claimant shall be responsible for, and shall hold harmless the Indemnifying Party from, all Damages (including, without limitation, reasonable attorneys' fees Incurred with respect to matters subsequent to the rejection of the settlement by Claimant) in excess of the amount of the proposed settlement or compromise rejected by Claimant.

(d) If a claim, whether between the Parties or by a third party, requires immediate action, the Parties will make every effort to reach a decision with respect thereto as expeditiously as possible.

7.6 Means of Indemnification and Right to Setoff. In addition to any other right or means Buyer may have to enforce the indemnities provided for in Sections 7.2 and 7.3 hereof, Buyer shal be entitled to set off any amount to which it may be entitled under this Agreement or Damages which Buyer may incur as a result of any breach of this Agreement or any covenant, guaranty or other provision contained within this Agreement against any payments of the Purchase Price and/or any indebtedness or obligation owed to Seller whether under this Agreement or any agreement a document related hereto. Buyer's right to setoff or its exercise thereof shall not prejudice the right of Buyer to pursue, in addition or as a, alternative to such right, any other right or means Buyer may have to enforce the lndermificatlon provided for in Sections 7.2 and 7.3 hereof aid in no event shall the amount actually setoff limit Buyer's right to indemnification under Sections 7.2 and 7.3 hereof.

ARTICLE 8 Termination

8.1 Termination and Abandonment. This Agreement may be terminated and abandoned at any time prior to the Closing Date:

(a) by mutual written Consent rl Buyer and SeHer; and

(b) by Buyer, if the IURC does not approve the Contemplated Transaction by one year following the filing date for approval or such other later date as agreed upon, in writing, by Buyer.

8.2 Effect of Termination. The right of each Party to terminate this Agreement under Section 8.1 is in addition to any other rights such Party may have under this Agreement or otherwise. and the exercise of a right of termination wNI not be an election cl remedies. If this Agreement is terminated pursuant to Section 8.1, all further obligations of the Parties under this Agreement will terminate, except that the obligations set forltl in Sections 9.9 ("Legal Fees; Costs") and 9.15 ("Publicity; Announcements"); and all other covenants and agreements which by their terms continue after the termination of this Agreement wHI survive; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by another Party or because one ( 1) or more of the conditions to the terminating Party's obligations under this Agreement is not satisfied as a result rl the other Party's fadure to comply with its obligations under this Agreement, the terminating Pc:rty's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 9 General Provisions

9.1 Amendment and Modification: No amendment, modification, supplement, termination, Consent or waiver cl any section or provision of this Agreement, nor any Consent for departure therefrom, will In any event be effective unless the same is in writing and is signed by the Parties. Any waiver of any provision of this Agreement and any Consent to any departure from the terms of any provision rl this Agreement is to be effective only in the specific instance and for the specific purpose for which given.

13



9.2 Assignments. Seller may not assign or transfer any of its rights or obligations under this Agreement to any other Person without the prior written Consent of Buyer. Buyer may assign Its rights and obligations under this Agreement to any Related Person or successor in interest without the Consent d Seller.

9.3 Captions. Captions contained in this Agreement and any table d contents preceding this Agreement have been inserted herein only as a matter d convenience and in no way define, limit, extend or describe the scope d this Agreement or the intent a any provision hereof.

9.4 Counterpartsi Electronic Mall. This Agreement may be executed by the Parties hereto on any number cl separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties hereto notwithstanding that all the Parties hereto are not signatories to the same counterpart For purposes of this Agreement, a document (or signature page thereto) signed and transmitted in .pdf format by electronic mail is to be treated as an original document. The signature a any Paty thereon is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request d any Party hereto, the .pdf copy is to bo re-executed in original form by the Parties who executed the .pdf copy, No f:larty hereto may raise the use cl a .pdf copy or the fact that any signature was transmitted through the use of electronic mall as a defense to the enforcement d this Agreement or any amendment or other document executed In compUance with this section.

9.5 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement among the Parties hereto pertaining to the subject matter hereof and supersede all prior agreements, letters d intent, understandings, negotiations and discussions d the Parties hereto, whether oral a written.

9.6 Exhibits and Schedules. All cJ the Exhibits and Schedules attached to this Agreement are deemed incorporated herein by reference.

9.7 Failure or Delay. Except as otherwise provided by this Agreement, no failure on the part of any Party hereto lo exercise, and no delay in exercising, any right, power or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege hereunder preclude any other a further exercise thereof, or the exercise of any other right, power or privilege. No notice to or demand on any Party hereto In any case entitles such Party to any other or further notice or demand In similar or other circumstances.

9,8 Governing Law. This Agreement and the rights and obllgations of the Parties hereunder are to be governed by and construed and interpreted in accordance with the Laws of the State rl Indiana appUcable to Contracts made and to be performed wholly within Indiana, without regard to choice or confllct d Laws rules. In the event d any Ntigation or claim regarding this Agreement, the Parties agree that the IURC has jurisdiction to govern all matters involving the Contemplated Transaction and the provision r:I wastewater service by Buyer to the residents located within the Service Area

9.9 Legal Fees, Costs. AU legal, consulting and advisory fees and other costs and expenses incurred in connection with this Agreement and the Contemplated Transaction are to be paid by the Party incurring such costs and expenses; provided, however, h the event litigation Is instituted by either Party to enforce or remedy a breach d any provision of this Agreement, In addition to any other relief therein awarded, the prevailing Party shall be entitled lo judgment for reasonable attorney's fees and litigation expenses. The term "Prevailing Party" shall include, but not be limited to, a Party who obtains legal counsel or brings a, action against the other by reason a the other's breach or default and obtains substantially the relief sought whether by compromise, mediation, settlement, judgment or otherwise.

9.10 Notices. All notices, Consents, requests, demands and other communications hereunder are to be in writing and are deemed to have been duly given, made or delivered: (i) when defivered in person, (ii) three (3) days after deposited in the United States mail, first class postage prepaid, (iii) in the case d telegraph or overnight courier services, one (1) Business Day after delivery to

14



the telegraph company or overnight courier service with payment provided, or (iv) in the case of electronic mail, when sent, verification received, in each case addressed as follows:

if to Seller:

Attn: President, Town Council Town d Riley PO Box 153 Riley, IN 47871

with a copy to (which will not constitute notice):

Richard Shagley, II Wright, Shagley & Lowery, PC 500 Ohio Street Terre Haute, IN 47807

if to Buyer:

Attn: President Indiana-American Water Company, Inc. 153 N. Emerson Avenue Greenwood, Indiana 46143

with a copy to (which shall not constitute notice):

Attn: Corporate Counsel Indiana-American Water Company, Inc. 153 N. Emerson Avenue Greenwood, Indiana 46143

or to such other address as any Party hereto may designate by notice to the other Parties in accordance with the terms of this Section. For e-mail, a Party shall contact the other Party to receive the thenapplicable e-mail for the person in the position stated above,

9.11 Severability. Any provision d this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceabi6ty or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the Contemplated Transaction to be unreasonable.

9, 12 Seecific Performance and Injunctive Relief. The Parties hereto recognize that if any or all of them faR to perform, observe or discharge any of their respective obligations under this Agreement, a remedy at Law may not provide adequate relief to the other Parties hereto. Therefore, in addition to any other remedy provided for in this Agreement or under applicable Law, any Party hereto may demand specific performance of this Agreement, and such Party shall be entitled to temporary and permanent injunctive relief, in a court of competent jurisdiction at any time when any of the other Parties hereto fail to comply with any of the provisions of this Agreement applicable to such Party. To the extent permitted by applicable Law, all Parties hereto hereby irrevocably waive any defense based on the adequacy of a remedy at Law which might be asserted as a bar to such Party's remedy of specific performance or injunctive relief.

9.13 Successors and Assigns. Subject to Section 9.2, all provisions of this Agreement are binding upon, inure to the benefit a and are enforceable by or against the Parties hereto and their

15



respective heirs, executors, administrators or other legal representatives and permitted successors and assigns.

9.14 No Third-Party Beneficiary. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and no other Person has any right, benefit, priority or interest under, or because a the existence of, this Agreement.

9.15 Publicity; Announcements. From the date hereof through and including Closing, no Party hereto shall issue, cause or permit the publication by any a their respective Related Persons, agents or representatives, any press release or other public announcement with respect to this Agreement or the Contemplated Transaction except (i) with the Consent of the other parties hereto (which shall not be unreasonably withheld); or (ii) as required by applicable Law (including, without limitation, any applicable securities Law). Seller wiD not, without the prior Consent of Buyer, make any announcements to employees cl Seller with respect to the Contemplated Transaction and, at such time as an announcement to the employees is made, Buyer shall be allowed to participate In such announcement.

9.16 ~!!!!!2!1- Any notices or certifications given under this Agreement or any related agreement shall be given in good faith without any intention to unfairly Impede or delay the other Party. Buyer and Seller shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part ri their respective obligations under this Agreement Including, without limitation, actions required to be taken with respect to obtaining any applicable regulatory approval of the Contemplated Transaction. Buyer and Seller shall execute such other documents as may be necessary and desirable to the implementation and consummation cl this Agreement. Each Party agrees to use all reasonable efforts to consummate the Contemplated Transaction Including, without limitation, doing all things reasonably necessary to obtain the requisite regulatory approval.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Buyer Seller

ICAN WATE PANY, INC., TOWN OF RILEY, INDIANA tili 0

By: ,c.-~,:;,<L~:..__.e...--=J...>,,,.L--___,,____

ewey, Presid

16


Exhibit A

Service Area



Exhibit B

Rates and Tariffs as of Effective Date of This Agreement

J,U,R.C. No. S-10-A Canftlllng All Previouoly Approved Tarlf1

(S-1.9-A) Second Jm,iled l'ace l. of J

li!J.:lliU\J.!.&J.ll:..QJM~-~~~

A ,•'l)IJ!lt~ Jll.llllX.ffl\~I C_Uillll1Wn h1 and .l!!Ji1!£!1!!U!!..&!ml!l-'~•!l•l.129!!11\'...DfC Ct!IJI~ ApJllieant mu!« he klCIIICd 1111 Company';. Ctlllceting m11i11J1,11ihlhtc (\'t Jl~lJ'lYlllg lbc ~er11tee reqUC!$l~'II in Stin1tl'$CI and adjaceni lll'W and t'Dnnillf;.UIII and Farmington Mc¥dn\'\'5 subdivisions located north d lhc City of Muncie in l.lelaware Q~111.ty l1llll adjlrent areas.

Rale per muolh: $77.ll

The equivalent daily lllage per llhil <rf a multi-family customet is equivalent 111 . 70 tlf a single f amlty residence. Acctwdingly, the number of ulits ofa 11111111-family cllllomet shall be m11lliplied 1!)I .70 lo determine d1e billing units •1 be cbal·ged II~ monthly rate ahovi:.

Mdmd Montldy Rates: Ra per 1,000 gallons s 9,14

Base Mond11), Oiarge: Si& Inch and/or J/4 Incl, '.Mecer 22.S8

1 Inclt MOll!I' 51.79 I 1/4 Inch Meter 81,13 I 112 Inch Meter 116.26 2lnchMeter 198.16 3Inc11Mcter 451.46 ◄ Inch Meter 782.56 6lnd!Memr 1,778.32

Unmetered Monlhly Rates: Based on llquivalent Single Family Dwelling Unil i 60.1)9

Issued: Bffective: -------

Issued by: Deborah D, Dewey, P.re,ident sss B. County Line Roed O'eenwood, Indiana 46143



Schedule 1 Definitions


"Area One Group Rates" means the then-applicable rates approved by the IURC and designated as Area One Group Rates. Attached as Exhibit Bare the Area One Group Rates as of Effective Date of this Agreement.

"Assets" as defined in Section 2.1.

"8greement" as defined In the introductory paragraph.

"Assignment and Assumption Agreement" as defhed in Section 2.6(f!){ID.

"Bill of Sale" as defined in Section 2.6(a)fi).

"Business" as defined in the Recitals.

"Business Days" means any day other than 0) Saturday or Sunday, or (ii) any other day on which governmental offices in the State of Indiana are permitted or required to be closed.

"~er" as defined In the introductory paragraph.

''Claimant" as defined in Section 7.5{a).

"Closing" as defined In Section 2.5.

"Closing Date" as defined in Section 2.5.

"~onfidential lnformatjon" means (i) information not available to the general public concerning the Business and financial affairs with respect to a Party hereto, and (Ii) analyses, compilations, forecasts, studies and other documents prepared on the basis d such information by the parties or their agents, representatives, any Related Person, employees or consultants.

"Consenr means any approval, consent, ratification, waiver or other authorization.

"Contemplated Transaction" means all of the transactions contemplated by this Agreement and the Transaction Documents.

"Contract" means any agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied}, whether or not legally binding.

"Customer Premises" means a dwelling, building, structure or parcel of real estate which Is supplied with water service through a Service Line.

"Customer Service Connection" means that portion of water pipe extending from the Customer Premises to the curb box containing the curb service stop which Customer Service Connection shall be owned and maintained by the customer.

"Damagel" as defined In Section 7.2.

"Effective Time" as defined In Section 2.5.

"Encumbrance" means any charge, claim, community property Interest, condition, easement, equitable interest, lien, mortgage, option, pledge, security interest, right of first refusal, right of way, servitude or restriction d any kind, including any restriction on use, transfer, receipt of income or exercise of any other attribute of ownership, or any repayment obligation under any grant.



"Environment" means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins and wetlands), groundwater, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

"Environmental, Health and Safety Liabilities" means any cost, Damages, expense, Liability, obligation or other responsibility arising from or under Environmental Law or Occupational Safety and Health Law and consisting of or relating to:

(a) Any environmental, health or safety matters or conditions (including on-site or off-site contamination, occupational safety and health and regulation of chemical substances or products);

(b) Fines, penalties, judgments, awards, settlements, legal or administrative proceedings, Damages, losses, claims, demands and response, investigative, remedial or inspection costs and expenses arising under Environmental Law a Occupational Safety and Health Law;

(c) Financial responsibility under Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, Including any Investigation, cleanup, removal, containment or other remediation or response actions ("Cleanup") required by applicable Environmental Law or Occupational Safety and Health Law (whether a not such Cleanup has been required or requested by any Governmental Authority or any other Person) and for any natural resource Damages; or

(d) Any other compliance, corrective, investigative or remedial measures required under Environmental Law or Occupational Safety and Health Law.

The terms "removal," "remedial," and ''response action," include the types ri activities covered by the United States Comprehensive Environmental Response, Compensation and LiabDity Act 42 U.S.C. § 9601 et seq., as amended ("CERCLA").

"Environmental Law'' means any Law that requires or relates to:

(a) Advising appropriate authorities, employees and the public of intended or actual Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;

(b) Preventing or reducing to acceptable levels the Release of pollutants or hazardous substances or materials into the Environment;

(c} Reducing the quantities, preventing the release or minimizing the hazardous characteristics of wastes that are generated;

(d) Assuring that products are designed, formulated, packaged and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

(e} Protecting resources, species ex ecological amenities;

(f) Reducing to acceptable levels the risks Inherent In the transportation of hazardous substances, pollutants, oil or other potentially harmful substances;

(g) Cleaning up pollutants that have been Released, preventing the threat of Release or paying the costs of such clean up or prevention; or

(h) Making responsible parties pay private parties, or groups of them, for Damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

"Excluded Assets" as defined In Section 2.2.

Cause No. 45290 Attachment CGW-2 Page 2'6 of 33

''Governmental Authorlty(ies)" means any:


(a) Nation, state, county, city, town, village, district or other jurisdiction of any nature;

(b) Federal, state, local, municipal, foreign or other government;

{c) Governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and an)'. court or other tribunal);

( d) Multi-national organization or body; or

(e) Bodi'. exercising, or entitled to exercise, an)'. administrative, executive, judicial, legislative, police, regulatory or taxing authority or power rJ any nature.

"Hazardous Activit:i' means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment or use {including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about or from the property or any part thereof into the Environment, and any other act, business, operation or thing that Increases the danger or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the property, or that may affect the value rJ the proper!)'. or Seller.

"Hazardous Materials" means an1t waste or other substance that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solutlon thereof, and specificallj'. including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.

"Indemnifying Part)l" as defined in Section 7.5(a).

"Knowledge:· means an individual will be deemed to have "Knowledgen of a particular fact or other matter if:

(a) Such individual is actually aware of such fact or other matter; or

(b) A prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonable investigation concerning the existence of such fact or other matter.

A Person (other than an individual) will be deemed to have "Knowledge" of a particular fact or other matter if any individual who is serving as a director or officer rJ such Person (or in any similar executive capacity) has, or at any time had, Knowledge rJ such fact or other matter.

"law" means any law, rule, regulation or ordinance rJ any federal, foreign, state or local Governmental Authority.

"Liability" with respect to anj'. Person any liability or obligation cl such Person for any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unllquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.

"Occupational Safety and Health law" means any Law designed to provide safe and healthful working conditions and to reduce occupational safelj'. and health hazards, and any program, whether governmental or private (including those promulgated or sponsored bl! industrj'. associations and insurance companies), designed to provide safe and healthfu working conditions.



"Qrder" means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, Issued, made or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator.

''Organizational Documents• means the articles or certificate of Incorporation and the bylaws of a corporation and any amendment thereto.

"Permit" means any approval, Consent, license, permit, waiver or other authorization issued, granted, glVen or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

"Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or Governmental Authority.

"Proceeding" nieans any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, Investigative or informal) commenced, brought, conducted a heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

"Purchase Price0 as defined in Section 2.3.

"Real Propart~" as defined In Section 3.4.

"Records" means Information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

"Related Person• with respect to a particular individual, means:

(a) Each other member of such individual's Family (as hereinafter defined);

(b) Any Person that is directly or indirectly controlled by such individual or one or more members of such indvidual's Family;

(c) Any Person in which such individual or members d such individual's Family hold (individually or in the aggregate) a Material Interest; and

(d) Any Person with respect to which such individual or one or more members d such Individual's Family serves as a director, officer, partner, executor or trustee (or in a simDar capacity).

With respect to a specified Person other than an individual:

(e) Any Person that directly or indirect!~ controls, is directly or indirectly controUed by, or is directly or indirectly under common control with such specified Person;

(f) Any Person that holds a Material Interest in such specified Person;

(g) Each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

(h) Any Person in which such specified Person holds a Material Interest;

(i) Any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

(J) Any Related Person of any Individual described in clause (b) a (c).

For purposes d this definition, (i) the "Family" <:A an individual includes (A) the Individual, (B) the individual's spouse, (C) any other natural person who is related to the individual or the individual's spouse



within the second degree, and (D) any other natural person who resides with such individual; and (ii) "Material Interest• means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or other voling interests representing at least five percent (5%) of the outstanding equity securities or equity Interests In a Person.

"Release" means any spilling, leaking, emitting, dscharglng, depositing, escaping, leaching, dumping or other releasing into the Environment, whether intentional a unintentional.

"Seller" shall have the meaning given that term in the introductory paragraph.

,"Service Area". as defined In the Recitals.

"Service line" means that portion d water pipe extending from the water main to and Including the curb stop and curb box located at or near the property line of a Customer Premises.

"Tangible Personal Prop~" means all wells, treatment plants, pumps, water transmission and distrlbullon mains, valves and appurtenances, storage tanks, Service Lines, meters, meter installations, hydrants, machinery, equipment, tools, furniture, offtee equipment, computer hardware, supplies (Including chemicals and spare parts), materials, vehicles and other items d tangible personal property of every kind owned or leased ~ Seller (wherever located and whether or not carried on Seller's books), which are, could be, or i1 the future would be part of the production, transmission and distribution system uliftzed to provide water service to Seller's water customers, together with an~ express or implied warranty b~ the manufacturers or sellers or lessors of any Item or component part thereof, and al maintenance Records and other documents relating thereto.

"~' means all taxes, charges, withholdings, fees, levies, penalties, additions, interest or other assessments, including, without limitation, income, gross receipts. excise, property. sales, employment, withholding, social security, occupation, use, service, service use, license, payroll. franchise, transfer and recording taxes, fees and charges, windfall profits, severance, customs, Import, export, employment or similar taxes, charges, fees, levies or other assessments, Imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or any other basis.

nrransaction Documents" means this Agreement, the Bill of Sale, and all other documents, certificates, assignments and agreements executed and/or delivered in connection with this Agreement in Order to consummate the Contemplated Transaction, as the same may be amended, restated, modified a otherwise replaced by mutual agreement from time to time.

Rules of Construction

For purposes of this Agreement and the other documents executed in connection herewith, the following rules d construction shall apply, unless specifically indicated to the contrary: (i) wherever from the context It appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated In the masculine, feminine or neuter gender shall include the mascutine, the feminine and the neuter; (ii) the term "or• is not exclusive; (iii) the term "including" (or any form thereof) shall not be limiting or exclusive; {iv) all references to statutes and related regulations shall include an1 amendments of same and an1 successor statutes and regulations; (V) an references In this Agreement or In the Schedules to this Agreement to sections, schedules, exhibits and attachments shall refer to the corresponding sections, schedules, exhibits and attachments of or to this Agreement; and (vi) all references to an~ instruments or agreements, including references to any of the documents executed in connection herewith, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.


Real Property

Schedule 3.4 Real Property and Easements

This schedule wUI be completed to the Parties' satisfaction prior to Closing.

Easements

This schedue will be completed to the Parties' satisfaction prior to Closing.



Schedule 3.6 Contracts

This schedule will be completed to the Parties' satisfaction prior to Closing.



Schedule 3.7(a) Environmental Matters



.:_


Schedule 3.8 Permits




Schedule 3.12 Proceedings

This schedule will be completed to the Parties' satisfaction prior lo Closing.

Current UtigaHon, ____________ _


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