MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Wednesday, December 19, 2007 in the City-County Building, 200 East Washington Street, Suite 224 Indianapolis, Indiana, pursuant to notice given in accordance with IC 5-14-1.5. Chair Mary Chandler called the meeting to order after determining that a quorum was present.

The first order of business was the approval of the November 19 and December 3, 2007 minutes. Chair Chandler asked for a motion to approve the minutes. Ms. Kathy Minx 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. 21 – Convention Center Headquarters Hotel. Chair Chandler asked Ms. Barbara A. Lawrence to give a description of resolution. Ms. Lawrence stated that the resolution authorizes her to enter into a development agreement with regard to the development to the new Convention Center Headquarters Hotel. Ms. Lawrence then stated that she would give a chronology of the project and then revealed the new renderings. Ms. Lawrence then passed out a project timeline and a summary of specific provisions of the development agreement.

Ms. Lawrence then stated that the agreement is where the City and others involved wanted the approval of the Indianapolis Bond Bank Board and the Metropolitan Development Commission. She explained when the project began with the issuance of a report by Price Waterhouse Coopers, which essentially outlined key development that needed to occur in downtown Indianapolis to have the hospitality, convention and tourism interest industry to remain viable for the next generation. The three elements included development of a multi-sport venue (Lucas Oil Stadium) which is now under construction and a mass expansion which is under design, and the third being the hotel. She then explained the remaining processes to get the project underway.

Ms. Lawrence then explained that the project was taken before the State of Indiana local Property Tax Control Board for a preliminary approval, which is not yet final. The Property Tax Board then preliminarily approved it by a vote of 4-1. The developer (REI) continued to finalize the design and put on the finishing touches. Ms. Lawrence then explained that there were a few events that lead everyone to believe that the project would not be done by the end of the year. However, they began discussions with the developer who was committed to the project and indicated a willingness to get the project done. The team felt that it was important for the long-term success of the project to include Mayor-elect Ballard and members of his transition team in the final process so that any project agreement that was executed or entered into, the Mayor-elect and his administration would be aware of the terms and conditions. Ms. Lawrence then stated that she received a letter from Mayor-elect Ballard the day prior indicating that we should move forward with the project and that he understood its importance to the City, the industry and the long-term benefits.

Ms. Lawrence then asked Mr. Tom Froehle (Baker & Daniels) who served as counsel on the project to give a brief summary of the key terms of the proposed development agreement. Mr. Froehle stated that sometime in the future there will be a bond issue to provide the public investment, none of which the Board was approving at the meeting. He then stated that the development agreement was much like a road map to detail what will happen over the next six to eight months.

Mr. Froehle explained the important provisions to the agreement. He first mentioned that it was important to the City and the Bond Bank to know and understand what the hotel would look like and the configuration. He also mentioned that there were three additional hotels on the properties and a large convention space to accompany the hotel.

Mr. Froehle then discussed the City’s $48.5 million investment that will be dedicated to the project and will largely fund underground garages, parking improvements and other basic infrastructure. The $48.5 million will be funded through the issuance of bonds and the source of repayment will be the tax increment that will be generated from the new development. He then stated that it was difficult to estimate the assessed valuation since there was not a hotel like this in Indianapolis. If they find the funding source not to be sufficient, the City will use TIF dollars from the consolidated TIF area which is across the street from the site. However, they have no doubt that there will be sufficient revenues from all revenue sources to repay the debt in full.

Mr. Froehle then stated that there should be a closing by August 2008 and there will be a timeframe by which the bonds will issued. Mr. Froehle went on to explain the City’s participation in the hotel and that the City understood their financial commitment. The estimated costs are $300 million; in addition there is a commitment by the developer to include $50 million of equity in the projects. The completion date is scheduled for April 1, 2011and the developer hopes to begin the project in Spring 2008. Mr. Froehle mentioned the importance of parking needs, the management agreement and project labor agreement. Mr. Froehle then discussed design and the public art contribution by the developer. He then talked about the conditions that will need to be satisfied which included zoning work and developers working with the State for connectivity between the State parking garage. He then stated that if things did not go well, the developer has a provision in the agreement to recoup its costs up to $1.5 million and on the City side, the Bond Bank can recoup up to $500,000. He then discussed the MBE/WBE participation that would remain consistent with other City projects which is 15%/8% of the construction and workforce goals. Other provisions were discussed to meet the conditions in order to move ahead with the agreement.

Chair Chandler asked what Ms. Lawrence needed to do. Mr. Froehle stated that all that she would need to do is sign the development agreement. Chair Chandler asked that the second paragraph in the resolution be deleted to indicate a clearer understating to reflect ample authority to Ms. Lawrence and her successor. Mr. Tom O’Donnell asked if the summary of significant provisions was tied into the resolution. Mr. Froehle stated that could be done. All parties discussed the changes and came to an agreement. Chair Chandler then asked if a member of the transition team had sat in on or assisted in the negotiations. Mr. Froehle stated they had not. Chair Chandler then asked if the transition team had seen the development agreement. Ms. Lawrence stated that they had and shared the latest version with them the prior Friday, confirmed with the transition team that they understood the terms and the Bond Bank received a letter from Mayor-elect Ballard indicating that fact. Ms. Kathy Minx asked a question regarding the estimated costs from $225 million to the current $300 million and what caused that change. Mr. Froehle stated that it is no more obligation on the behalf of the City or the Bond Bank, it is just more developer costs.

Ms. Lawrence asked Mr. Mike Wells, (REI) to give a brief statement regarding the project. Mr. Wells thanked everyone and stated that it is a tremendous project for the City and the State of Indiana. He discussed the site plan and the renderings. He stated that the hotel is probably one the largest hotel projects in the country under development. He then stated that this will take Indianapolis to the next level. This will open the door to thousands of groups that need this size hotel. Mr. Wells discussed the size of the hotel and its necessity to the City. Chair Chandler thanked Mr. Wells and his team for all of their hard work and Ms. Lawrence and her staff. Mr. Tom O’Donnell thanked everyone as well.

Chair Chandler stated that with exception to the minor amendment for Resolution No.21. She asked for a motion to approve the resolution. Mr. Tom O’Donnell made the motion to approve, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

The next order of business was Resolution No. 22- Ameriplex. Ms. Lawrence stated that there was an amendment to include both notes and bonds. Ms. Lawrence asked Mr. Jim Garrard (Dir. Economic Development for the City) who has been overseeing the project to discuss the project.

Mr. Garrard stated that the project is a joint venture between the Purdue Research Foundation and Holiday Properties. He stated that the project is to development approximately 80 acres of Ameriplex for business-park to attract small high-tech companies to produce research development and spin out companies. The project will grow and create a number of approximately 75 new businesses and 1500 new jobs with an average wage of $55,000 per year. The City’s portion of the project is approximately $5 million that is being proposed before the Board is to assist in helping to get the first building up and running. He then discussed the structures and what is needed. The IEDC has already approved the project, the MDC, the City County Council and the Full Council.

Chair Chandler asked for a motion to approve as amended. Mr. Jacob Hall made the motion to approve, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

The next order of business was Resolution No. 23. – City Market Notes. Ms. Lawrence gave a brief summary stating that the City and the City Market had been working closely to identify a financing mechanism for their renovation and the Bond Bank has essentially taken assignment of the note and seeks the Boards approval to assume the note and retire it.

Chair Chandler asked for a motion to approve. Ms. Kathy Minx made the motion to approve, seconded by Mr. Jake Hall. All voted in favor and the motion passed.

The next order of business was the IDI (Indianapolis Downtown Inc.) financial agreement with the City of Indianapolis. Ms. Lawrence explained that the Bond Bank is a City partner with IDI and IDMI, the marketing arm of IDI, and they work closely together on a number of key initiatives with regards to downtown development. The Bond Bank would like to continue their commitment with IDI and ask the Board to consider approval of the 2008 contract.

Chair Chandler asked for a motion to approve. Mr. Tom O’Donnell made the motion to approve, seconded by Ms. Kathy Minx. All voted in favor and the motion passed.

Chair Chandler adjourned the meeting at 11:17 p.m.