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									                    INDIANAPOLIS DEPARTMENT OF WATERWORKS

                                    BOARD OF DIRECTORS

                                  RESOLUTION NO. 23, 2005

 APPROVAL OF REAL ESTATE PURCHASE AGREEMENT / DECLARATION OF NEED
                          FOR REAL ESTATE

       WHEREAS, the Board of Directors ("Board") of the Department of Waterworks of the
City of Indianapolis, Indiana ("City"), is the governing body of the Waterworks District of the
City of Indianapolis, Indiana ("District"), operating pursuant to the provisions of IC 8-1.5-4, IC
36-3-4-23, City-County General Ordinance No. 112, 2001 ("Ordinance"), and other applicable
authorizing statutes, including IC 36-1-3 and IC 36-9-2-14; and

        WHEREAS, the City owns certain waterworks assets and the Ordinance delegated the
acquisition and ownership of all assets and the operation of any waterworks and related facilities
owned, acquired or established by the City and any improvements, extensions, replacements or
expansions (collectively, "Waterworks") to the Board; and

       WHEREAS, the Board finds, upon investigation, that it is necessary to acquire lands (the
“Real Estate”), as described in that certain Contract for Purchase of Real Estate attached hereto
as Exhibit A and incorporated herein by reference (the "Contract"); and

       WHEREAS, the Board has caused an investigation to be made and finds, based upon
information supplied to this Board, that the City's current water assets are insufficient to furnish
the necessary supply of water to properly protect the public health and welfare and safeguard the
property within the District and that it is necessary for the protection of the public health and
welfare of the inhabitants of the District and the safeguarding of the property within the District,
and will be of public utility and benefit to acquire the Real Estate to serve the District; and

        WHEREAS, the Board finds that the Real Estate and the operation of the Waterworks
plant, improvements, extensions, systems, reservoirs and other structures and equipment
appurtenant to them serves a public purpose by providing customers with an adequate, reliable,
economical and healthy supply of water and promoting economic development through creation
or retention of opportunities for gainful employment, business opportunities and retention or
attraction of investment;

     NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
DEPARTMENT OF WATERWORKS OF THE CITY OF INDIANPOLIS, INDIANA, THAT:

        1.     The Board preliminarily finds that it is necessary for the protection of the public
health and welfare of the inhabitants of the District and the safeguarding of the property within
the District and will be of public utility and benefit to purchase the Real Estate, together with
necessary appurtenances, related improvements and equipment, and the incidental expenses as
contemplated in the Contract. The costs of the Real Estate includes the purchase price set forth
in the Contract and all necessary expenses to be incurred in connection with the acquisition of
the Real Estate, including the cost of necessary records, engineering expenses, contingencies,
construction, inspection and publication of notices.

       2.      The estimated cost of the Real Estate, including incidental expenses in connection
with the Projects is an amount not to exceed $1,300,000.

        3.     A public hearing shall be held on the question of the public utility and benefit of
the Real Estate commencing at the hour of 5:30 p.m. on the 21st of July, 2005, in the Public
Assembly Room of the City-County Building, in Indianapolis, Indiana, at which time the Board
shall receive and hear remonstrances from all persons interested in or affected by the Real Estate
acquisition and proceedings and will take final action to determine the public utility and benefit
of the proposed Contract and will confirm, modify or rescind this resolution.

       4.       Notice of the adoption of this resolution and the purport thereof, and the Contract
have been prepared and can be inspected, and setting out the date, time and place of the public
hearing, shall be published pursuant to applicable law.




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EXHIBIT A




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