MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, December 15, 2008 in the City-County Building, 200 East Washington Street, Suite 118, Indianapolis, Indiana, pursuant to notice given in accordance with IC 5-14-1.5. Mr. House called the meeting to order after determining that a quorum was present.

Mr. House asked for the approval of the November 10, 2008 minutes. Mr. Miller made the motion to approve, seconded by Ms. Williams. All voted in favor and the motion passed.

Mr. Kintner gave a brief overview of Resolution No. 12- IndyGo Notes. He stated that the resolution authorizes the issuance of a $5 million note for IndyGo to refinance its outstanding note that is due at the end of 2008. IndyGo has negotiated the terms of the note with Fifth Third Bank. Mr. Kintner introduced the IndyGo representatives, Fred Armstrong and Wayne Oteham. Mr. House asked the Board if they had any questions regarding Resolution No. 12. Mr. House then asked Mr. Armstrong and Mr. Oteham if they had anything to add. There were no additional comments.

Mr. House asked for a motion to approve Resolution No. 12. Ms. Williams made the motion to approve, seconded by Mr. Carr. All voted in favor and the motion passed.

Next to be discussed was Resolution No. 13 – Rollover Tax Warrants Program.

Mr. Kintner explained that the resolution authorizes the rollover of warrants that were issued against the first-half of 2008 property tax receipts by the four qualified entities. The warrants were originally issued at the end of 2007. The issue is being presented to the Board as a precautionary measure with the expectation by the Controller’s Office that the first-half property tax receipts will be distributed in time to make payment on the warrants that mature December 31, 2008. Mr. Kintner stated that the tax bills that were processed in November 2008 are due within a few days, so the Bond Bank will have a better idea if the rollover will be necessary. He then stated that it would be prudent to approve the resolution until further direction from the Controller’s Office. The warrants issued last month were secured by the second-half property tax distribution, and because the Bond Bank was aware that the distribution would occur after December 31, 2008, those warrants do not mature until May 31, 2009. Mr. Miller asked Mr. Kintner to name the qualified entities. Mr. Kintner stated that it was the City of Indianapolis, Marion County, IndyGo and the Library District. Mr. House asked for a motion to approve Resolution No. 13. Mr. Miller made the motion to approve, seconded by Mr. Christian. All voted in favor and the motion passed.

Mr. Taylor then presented the Board with the Bond Bank’s proposed 2009 budget and gave a brief overview of the 2008 year-to-date revenues and expenses. He explained the 2008 budget in detail, stating that the Bond Bank is well within budget. He stated that the 2009 fees for the qualified entities will be lowered to 10 basis points. He reminded the Board that the previous fee amount was 12.5 basis points. Mr. Taylor then explained the Bond Bank expenditures. He reminded the Board of the removal of the Mayor’s staff salaries from the Bond Bank budget.

Mr. Taylor then submitted for the Board’s consideration the proposed 2009 budget in the amount of $2,523,000. Mr. Miller asked about the line item budget amount for Union Station. Mr. Taylor explained the budgeted amount. Mr. Miller then asked a question regarding the Bond Bank’s contribution to Indianapolis Downtown Inc. Mr. House answered that he had met with Ms. Zahn and appreciated her cooperation and open communication. He then added that he is looking at examining and restructuring the contracts for 2009 and discussed the Bond Bank appointing a Board member to the Indianapolis Downtown Inc. Board. He then named some of the projects that IDI would be working on in the future. Ms. Williams asked if the budgeted amount to IDI was associated with the number of services rendered at a guaranteed price or was it an amount not to exceed. Mr. House explained what the budgeted amount covers and explained IDI’s purpose to the City. Mr. House offered to send copies of the IDI contract to each member of the board. Mr. Christian asked what IDI’s total yearly budget is. Ms. Zahn stated that it is approximately $3.1 million. Mr. Christian then asked Mr. Taylor a question regarding the wages for the Bond Bank staff and if it included salary increases. Mr. Taylor stated that it does, and there is a cushion in the event the right candidate comes along to fill the position for another project manager.

Mr. House complimented the Bond Bank staff for the clarity and information provided in the budget. He also recapped some of the information from the fees the Bond Bank charged and how it is commendable that Mr. Taylor was able to reduce the fees by 5 basis points within a year’s time. Mr. Taylor stated that the savings to the City would be equivalent to $1.2 million.

Mr. House then asked for a motion to approve the 2009 Bond Bank budget. Mr. Christian made the motion to approved, seconded by Mr. Carr. All voted in favor and the motion passed.

Mr. Taylor then distributed the Union Station 2009 budget to the Board. Next, Mr. Taylor thanked Ms. Canatsey, Finance Manager, Mr. Busse, Trust Account Manager, and Mr. Senger, Katz, Sapper, & Miller, for all of their hard work on the Bond Bank’s internal accounting. Mr. Busse explained to the Board the measures taken in order to compile a more comprehensive list of the trust accounts and provided a visual aid to show the progress. Mr. Taylor then stated that with the current process, the Bond Bank anticipates that the auditing process for the 2008 calendar year will be more efficient. He expects the Bond Bank to have a clean audit opinion and management letter.

Ms. Canatsey then gave a brief update regarding the accounting policies and procedures manual that had been completed with the help of the working group. Mr. Taylor mentioned that there were two additional working groups and that staff would be proactive in making progress towards meeting with their respective groups. Mr. Taylor then named the other working groups and those involved. He stated that Ms. Canatsey, Mr. Busse, and Mr. Kintner would be working on the swap policies along with Mr. House. On review of the selection of underwriter’s and financial advisors, Mr. Kintner, Mr. Requiz, and Ms. Durrett, would work with Mr. Miller and Mr. Carr. Mr. Taylor stated that he along with Mr. House would be involved in each working group. Mr. Taylor then presented the proposed board meeting dates for 2009.

Next, Mr. Taylor informed the Board that the Bond Bank would have representation in preparation for the 2012 Super Bowl. He stated that he would be serving on the Legacy Board. He then mentioned that Mr. Requiz has been assisting with the East 10^th Street area in order to help apply some of the tax increment dollars for improvements to the near-Eastside. Ms. Williams asked what the Legacy Board entails. Mr. Taylor explained that it is to help start the improvements that the NFL will be participating in around the Arsenal Tech High School area. The goal is to tie the Super Bowl into real economic development and housing improvement along with infrastructure improvements.

Mr. Taylor then informed the Board that Ms. Lucy Emison, a respected colleague at Ice Miller, would be retiring and stated that she has done a tremendous amount of work for the Bond Bank, particularly with the tax warrants. He thanked her for her hard work and dedication.

Mr. House stated in closing that it has been a good year and thanked Mr. Taylor, the Board and the Bond Bank staff for their hard work.

Mr. House adjourned the meeting at 12:35 p.m.