MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:30 p.m., Monday, November 19, 2007 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. Board Chair Mary Chandler called the meeting to order after determining that a quorum was present.

Chair Chandler first made note of the fact that there was a new Mayor-elect who by statute has the opportunity to appoint a new Board to govern the Indianapolis Bond Bank. She then stated that members currently serving on the Board appointed by Mayor Peterson made the determination that they would all resign their seats on the Board effective December 31, 2007. She stated that the Board wished Mayor-elect Ballard and his new administration good luck and noted that the members would be available to assist in the transition to the new Board. Chair Chandler then stated that prior to that the next Bond Bank Board meeting has been changed to Monday, December 3, 2007.

The first order of business was the approval of the minutes from September 17, 2007. Mr. Thomas O’Donnell made the motion to approve the minutes, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The next order of business was Resolution No.16– Facilities Revenue Bonds. Mr. Kyle Willis gave a brief summary of the resolution stating that the resolution authorizes issuance of $3.45 million in facility revenue bonds for the City of Indianapolis at an interest rate not to exceed 6%. Mr. Willis mentioned to the Board the prior transaction issued in 2006 in the amount of $ 16.55 million in bonds for building improvements, acquisition and construction of the community corrections facility, roofing and related improvements. This issue is necessary to fully fund the 5-year capital plan for the City County Building and to address costs that came in a higher for some of the initial projects.

Chair Chandler asked for a motion to approve Resolution No. 16. Ms. DeVonne Richburg made the motion to approve, seconded by Mr. Tom O’Donnell. All voted in favor and the motion passed.

The next order of business was Resolution No. 17 – SRF Loan 11. Ms. Diana Hamilton gave a brief overview of the resolution that asks the Board to approve a financing transaction involving the State Revolving Fund at an amount not to exceed $80.557 million. Ms. Hamilton then stated that the Board had already approved a forward agreement to enter into this particular transaction in 2006 and at that time they had discussed the principal amount, the amortization schedule and stated that the interest rate not to exceed 4.4%. The transaction basically is a borrowing the SRF cost of funds. The City’s moral obligation will be committed to secure the transaction and the bonds will be rated by Standard & Poor’s. There will also be a Debt Service Reserve with a surety with Excel Capital. She then stated that there are additional projects that will be funded with the loan.

Ms. Barbara A. Lawrence asked Ms. Hamilton to go over some the larger projects that the loan would cover. Ms. Hamilton briefly explained Phase I & II construction of the trickling filters project and the inter-plant connection. She then stated that the top four projects would be approximately $110 million total. Ms. Lawrence noted that over the past year DPW and the Bond Bank have been working closely to put all of the projects into a specific loan to more of a cash flow financing to get the money as it is needed. In October 2006 there was authorization received from City County Council.

Chair Chandler asked for a motion to approve Resolution No. 17. Mr. Jacob Hall made the motion to approve, seconded by Ms. DeVonne Richburg. All voted in favor and the motion passed.

The next order of business was Resolution No. 18 – Cashflow Warrants. Ms. Lawrence explained that the warrants was different due to a number variables that impact the amount and the timing of the issue; primarily, with regard to reassessment and when tax collections are coming in. She stated that the Bond Bank is asking the Board’s approval in an amount not to exceed $360 million and there was a breakdown provided to show where that number came from in terms of the QE’s, which consists of the City, Library, County, and IndyGo. The other difference with the transaction is that the numbers are based on 12 month notes instead; as opposed to the typical six-months notes in order to give more flexibility to respond when tax collections come in. There is also a call provision at six-months, but basically this is the same program with a few changes to address some of the extraordinary situations.

Chair Chandler asked for a motion to approve Resolution No. 18. Mr. Thomas O’Donnell made the motion to approve, seconded by Ms. DeVonne Richburg. All voted in favor and the motion passed.

The next order of business was Resolution No. 19 – Consolidated TIF financing – Canal. Ms. Barbara Lawrence gave a brief description of the project stating that the Bond Bank has been working closely with the Department of Metropolitan Development (DMD) and Kathy Davidson, the Canal Manager. Ms. Lawrence stated that approximately a year ago they had been in talks to determine which capital projects needed to be addressed regarding the Canal. The City County Council approved the authorization to use $2.5 million of existing TIF Hedge Account proceeds from the 2001 Swap that was left over from that transaction and also authorized the use of $2.5 million in remaining authorization from the KeyBank financing in 2004. Ms. Lawrence then stated that there is a total of $5 million and the request is an issuance of the note not to exceed $2.5 million to be used for the capital improvements at the Ohio Street basin and some small capital projects.

Chair Chandler asked Ms. Lawrence to explain the KeyBank component of the revenue source. Ms. Lawrence explained that the resolution will amend the 2004 Indenture that was a project that included the development of the Capitol Commons Project and some revenues for Union Station improvements. The Bond Bank had initially sought authorization of up to $54 million and ultimately what was needed was approximately $46 million.

Chair Chandler then asked Ms. Kathy Davidson to explain the nature of the projects to be addressed by the bond issuance. Ms. Davidson provided the Board with some photos of the areas that needed to be addressed. Ms. Davidson stated that the funds would help to replace stairs that were deteriorating at the Ohio Street and Vermont Street basins. They are looking to replace it with granite since it has a longer life span and due to it being the oldest part of the canal, it is not ADA accessible, which is why they would like to install an elevator.

Chair Chandler asked for public discussion since an issue was raised by a concerned citizen, Mr. Clarke Kahlo, who wanted to speak regarding his objections to the Canal upgrades.

Mr. Kahlo expressed his objection to a portion of the project by first stating that the canal is ADA compliant. He stressed that he was only trying to conserve public resources and that the funds could otherwise be used to improve access on the side of the canal where it is most needed. He then supplied the Board with a summary of his comments. Chair Chandler thanked Mr. Kahlo for his comments.

Mr. Jacob Hall commented stating that DMD had already determined the need for the project and they are asking the Bond Bank Board to fund the request. Ms. Lawrence answered stating that the Bond Bank helps the process by determining the funding stream as they do with all of the Qualified Entities. Ms. Kathy Davidson added that they made the discovery by concerns from citizens of the City of Indianapolis from the DMD website and through letters with their concerns about the disrepair.

Chair Chandler asked Ms. Lawrence to explain the next step and she stated that there would be a meeting on the following Wednesday where there would be the award of the actual contract and a appropriation resolution during which time there would be a public hearing. Chair Chandler then told Mr. Kahlo that he should also address his concerns there if chose to do so.

Chair Chandler asked for a motion to approve Resolution No. 19. Ms. DeVonne Richburg made the motion to approve, seconded by Mr. Thomas O’Donnell. All voted in favor and the motion passed.

There were no additional questions.

Chairperson Chandler asked for a motion to adjourn. Ms. DeVonne Richburg made the motion, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

Chair Chandler adjourned the meeting at 1:00 p.m.