MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, July 17, 2006, at the City-County Building, 200 East Washington Street, Suite 224, Indianapolis, Indiana, pursuant to notice given in accordance with IC 5-14-1.5. Ms. Mary Chandler called the meeting to order after determining that a quorum was present.

Chair Chandler then asked for a motion to approve the minutes from June 19, 2006.

Ms. DeVonne Richburg-Pollard made the motion to approve, seconded by Mr. Tom O’Donnell. All voted in favor and the motion passed.

The first order of business was Resolution No. 10 – COIT Notes. Ms. Barbara Lawrence explained the resolution stating that it authorizes the Bond Bank to issue notes in an amount not to exceed $9,000,000. She then explained the items that were given to the Board members, stating that one was the resolution and the other the Qualified Entity Purchase Agreement. The COIT Notes transaction will monetize an increase in COIT so that the Bond Bank can utilize the increased revenues in the year in which the revenues are needed. Due to the way COIT is collected and distributed, there is a lengthy gap, usually 12-18 months, before it is fully realized. What the Bond Bank would like to do is take the first 1/10^th of the 1% increase that the Council has approved and allow the City and County to use it for items which are included in the 2006 budget, all of which are related to criminal justice and public safety. The notes would mature on or before December 31, 2008. The notes would be marketed very similar to how the Bond Bank does the tax warrants program.

Mr. Jacob Hall asked why the agency asked for only $9,000,000. Ms. Lawrence stated that the original request was for $16,000,000, however, the Council amended the resolution because not all the proceeds were needed.

Chair Chandler asked for a motion to approve Resolution No. 10. Mr. Jacob Hall made the motion to approve, seconded by Ms. DeVonne Richburg-Pollard. All voted in favor and the motion passed.

The next order of business was Resolution No.11- United. Ms. Katie Aeschilman stated that late last year the Bond Bank issued $56,355,000 of variable rate bonds. These bonds paid off the 2004F taxable advanced refunding bonds which advanced refunded portions of the 1991 and 1995 United bonds - at the same time the Bond Bank entered into a SWAP Agreement with RBC Dain Rauscher. Resolution No. 11 authorizes the Bond Bank to convert the variable rate bonds to fixed rate bonds and terminate the swap associated with those bonds. The transaction will result in a net savings to the Bond Bank as well as the City of Indianapolis - Marion County and will reduce the Bond Banks overall exposure to basis risk for the variable rate in the marketplace. The par amount of the resolution is $53,000,000 at an interest rate not to exceed 6%.

Chair Chandler asked about the agency that watches the market rates for the Bond Bank. Ms. Aeschilman stated that CDR Products serves as Bond Bank’s swap advisor and provides regular monitoring of all of our swaps. The Bond Bank has been working with our advisor to determine the best structure for the Bond Bank and the City based on current market conditions.

Mr. Jacob Hall asked about the cost to issue the bonds. Ms. Aeschliman stated that as of the prior Thursday the amount was approximately $315,000.00, however, the total amount will not be known until the Bond Bank closes on the issue.

Chair Chandler asked for a motion to approve Resolution no.11. Ms. DeVonne Richburg-Pollard made the motion, seconded by Mr. Tom O’Donnell. All voted in favor and the motion passed.

The next order of business was the Indianapolis Bond Bank’s audit. Ms. Laurie Canatsey (Bond Bank) gave a brief statement before introducing the auditor. She stated that there were no questions, concerns or comments from the Board regarding the audit. She then stated that the one open item discussed at the previous board meeting has been calculated, which was the total amount of the City’s debt. She then asked Mr. Scott Schuster (Katz, Sapper & Miller) to review the audit with the Board.

Mr. Schuster confirmed what Ms. Canatsey stated, adding that the open item was an outstanding debt; which is a note disclosure. Katz, Sapper, & Miller have since secured that number and it has been included in the audit. Mr. Schuster then stated that the Bond Bank staff had some minor wording changes and the audit is now complete. Chair Chandler asked the Board if they had a chance to review the audit and then asked Mr. Schuster if the report remains unqualified. Mr. Schuster stated that it is a clean opinion and they have reviewed it several times with Ms. Barbara Lawrence.

Chair Chandler asked for a motion by consent for the audit. Ms. DeVonne Richburg-Pollard made the motion, seconded by Mr. Tom O’Donnell. All voted in favor and the motion passed.

The next order of business was the Indianapolis Bond Bank’s quarterly financial update. Ms. Canatsey stated give a brief account of the Bond Bank’s finances for the quarter. Mr. Jacob Hall asked about the wages and benefits. Ms. Canatsey stated that it is due to the small number of staff.

Chair Chandler made mention about the new software that the Bond Bank looks to purchase in the near future. Ms. Canatsey stated that the equipment was necessary in order to help the Bond Bank do their job more effectively.

Chair Chandler then informed everyone present that one of the Bond Bank’s and City’s long time employees, Mr. Evert Hauser, was leaving and wished him well. Mr. Jacob Hall commented stating that Mr. Hauser was instrumental at leasing the space at Union Station and kept the City from losing a lot of revenue.

The next order of business was the Union Station update. Mr. Evert Hauser stated that there was a new tenant that would start build-out soon. The company is called Brothers Bar & Grill. They will occupy 7,000 sq. ft. and should be a very good tenant. The company has 15 locations throughout the Midwest and their home office is in LaCrosse, Wisconsin. They have never closed one of their businesses to date.

Mr. Hauser then mentioned that they are in the process of acquiring new cooling towers for Union Station. The Bond Bank is working with a guaranteed energy savings provider, which will allow the financing for the installation of the towers and for the towers themselves over a ten-year period at a favorable interest rate of approximately 4%.

Chair Chandler then asked the board members to make note of the change for the date of the August 2006 meeting.

Ms. Lawrence then informed the Board that the Bond Bank would be introducing four proposals before the City-County Council that evening. The four that the Bond Bank is contemplating will be a vehicles program, approximately $12,250,000 for public safety and public works vehicles. The other is a $5,000,000 note for the Near Eastside TIF, which will start infrastructure, land acquisition and other essential improvements in the area. Next would be utilizing proceeds on hand for improvements at the canal infrastructure. Lastly, there is a $45,000,000 financing for the Public Safety Communications System. There will be a series of interim financing. She stated that the Bond Bank would have a series of committee meetings on all of the proposals. All of the proposals should be approved and in final form at the August 7, 2006 City-County Council meeting.

Ms. Lawrence then informed the Board that Katie Aeschliman (Bond Bank) will soon be declared a Parking Citation Administrative Adjudication Officer.

Chair Chandler asked for a motion to adjourn. Mr. Thomas O’Donnell made the motion, seconded by Ms. DeVonne Richburg-Pollard. All voted in favor and the motion passed.

Chair Chandler adjourned the meeting at 12:23p.m.