MINUTES OF

A Special Meeting of the Indianapolis Local Public Improvement Bond Bank (“Bond Bank”) convened at 12:00 noon, Monday, May 15, 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 asked for a motion to approve the minutes from March 20, 2006. Mr. Thomas O’Donnell made the motion to approve, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The first order of business was Resolution No. 5 – MECA (Metropolitan Emergency Communication Agency). Ms. Katherine Aeschliman gave a brief background of the financing. She stated that resolution No. 5 approves the issuance of a short-term note for up to $5 million, at a rate not to exceed 8% for MECA. She then explained that MECA is currently pursuing an upgrade for their communications system and contract negotiations with the vendor. She then stated that due to the length of time it generally takes for the long-term issue and MECA’s need for short-term issues; which are: the data system preliminary work and to provide a local match for federal grant dollars that IPD (Indianapolis Police Department) has received, the Indianapolis Bond Bank is moving forward with the short-term note. She then mentioned that the short-term note would be taken out by the long-term financing later on in the summer of 2006. Mr. Jacob Hall made a statement of concern regarding the City-County Council. Ms. Aeschliman explained that the Council would approve the final adoption of the note issuance. Mr. Hall then asked if it was appropriate for the Bond Bank Board to approve the resolution before the Council approved it that night. Ms. Barbara A. Lawrence stated that it was appropriate because the Bond Bank would not otherwise be able to sell the notes. Chair Chandler asked Ms. Aeschliman to explain to the Board what MECA is exactly. Ms. Aeschliman gave them a brief description. Chair Chandler then asked Ms. Aeschliman the age of the current system. Ms. Lawrence answered stating that it was the original system that was put in place in the 1990’s. Chair Chandler then asked if there had been a particular problem with that system that requires the improvement. Ms. Lawrence stated that the system is currently functional and adequate, but at some level it is being held together with long hours, bailing wire and scotch tape. She then stated that moving forward with newer technology, it will be more beneficial. In all, the system is old and needs to be replaced.

Chair Chandler asked for a motion to approve resolution No. 5. Mr. Jacob Hall made the motion to approve, seconded by Mr. Thomas O’Donnell. All voted in favor and the motion passed.

The next order of business was Resolution No. 6 – Indianapolis Airport Authority Series 2006 F & G. Ms. Katie Aeschliman explained that the resolution authorizes the Bond Bank to issue up to $500 million in bonds at a rate not to exceed 6.25% interest. The issue will be done in two series. Series F is estimated at approximately $370 million which will be used to fund 2006 and 2007 construction cost at the New Indianapolis Airport. Series G is a taxable issue estimated at approximately $45 million; this will construct a new rental car facility at the airport. She then stated that the IAA (Indianapolis Airport Authority) board is set to hear final resolutions within the week for the entire issuance. Based on the current schedule, if all approvals happen as they should, the Bond Bank anticipates closing the week of June 19, 2006. Ms. Aeschliman asked if there were any questions and mentioned that Mr. John Kish (IAA) was present as well to answer any questions regarding financing or the new facility. Mr. Thomas O’Donnell asked if the new rental car facility would be located in the parking garage. Mr. Kish stated that a portion of the facility would be. Chair Chandler asked Mr. Kish to give the Board a quick rundown on what’s happening at the airport currently. Mr. Kish stated that, “you would see a great investment in Indianapolis’ future.” Mr. Kish then described some of the construction taking place. He then stated that the IAA has awarded approximately 75% of the bids for the $1 billion project. Approximately $800 million is trade contract and construction. He then stated that they are on time and on budget. He also stated that this is the third of the four bond issues that IAA will use to fund the facility which is being paid from airport revenues and noted that the IAA does not use any taxpayer money. Chair Chandler asked about the new air traffic control tower and Mr. Kish stated that the tower was up and running beginning April 28, 2006. He also made mention that the I-70 interchange is ready to receive traffic. He said, in all, the IAA is very pleased with the way things are going.

Chair Chandler asked if he could schedule a time where the Bond Bank could have a board meeting at the airport in order to tour the facility. Mr. Kish stated that that could be arranged.

Chair Chandler asked for a motion to approve resolution No. 6. Mr. Thomas O’Donnell made the motion to approve, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The next order of business was Resolution No. 7 – Tax Warrants. Ms. Katie Aeschliman stated that this resolution authorizes up to $125 million at a rate not to exceed 6% for tax warrants for the second half of 2006. She mentioned that this will be the 36^th issuance of warrants by the Bond Bank since the inception of the program in 1988. The QE’s (Qualified Entities) are the same that participated in the first half which include, the City of Indianapolis, Marion County, IndyGo and the Library. She then stated that she attached the calculation based on the 2006 certified max allowance for each QE. Mr. Jacob Hall stated that the spreadsheet was very helpful.

Chair Chandler asked for a motion to approve. Mr. Jacob Hall made the motion to approve, seconded by Mr. Thomas O’Donnell. All voted in favor and the motion passed.

The next order of business was Resolution No. 8 - Family and Children 2006 shortfall borrowing. Ms. Barbara A. Lawrence stated that this resolution would authorize the issuance of short-term borrowing in an amount not to exceed $33.36 million. The revenues of the proceeds from the financing would be used to fund a shortfall in the budget for the 2006 calendar year for the State of Indiana Department of Child Services -Marion County Office. Ms. Lawrence then reminded the Board of a similar financing the Bond Bank had done back in November 2005, stating that this was the same type of financing simply to make up the budgetary shortfall. She then let the Board know that Mr. Dan Carmin, Director with the Department of Child Services – Marion County office was present. Ms. Lawrence then stated that the financing is a very solid because it is backed by a property tax rate that would be put in place. The Bond Bank is doing it earlier this year with the consent of the City-County Council. The Bond Bank hoped that it would be approved at the public hearing that night.

Chair Chandler asked Ms. Lawrence to explain to the Board why the Bond Bank is involved in the financing. Ms. Lawrence stated that it is a State administered and operated program, however, the revenues to support the program come from the County tax levy. The Department of Child Services is a local levy. Chair Chandler then asked what was required by the County to get it to a certification process that is required to certify the shortfall. Ms. Lawrence stated that that is correct and that there is a two step process; first was the hearing at the Department of Child Services on April 3, 2006 where the department acknowledged that there would be a shortfall. Secondly, there was a subsequent certification and acknowledgement certification to the County Executive, Mayor Peterson, Marion County Auditor (Marty Womack) and the Department of Local Government Finance (DLGF). Therefore, the shortfall had in fact been certified through that two part process.

Ms. Chandler then asked Ms. Lawrence if she anticipated that the amount being borrowed would fill the need through the end of the year successfully. Ms. Lawrence then stated that based on projections provided by the Department of Child Services, the numbers are good. Mr. Jacob Hall asked a question regarding the vote being passed in the committee. Ms. Lawrence stated that it was unanimous. Mr. Hall stated that that was encouraging.

Chair Chandler asked for a motion to approve Resolution No.8. Mr. Thomas O’Donnell made the motion to approve, seconded by Mr. Jacob Hall. All voted in favor and the motion passed.

The next order of business was the Budget Quarterly Update. Ms. Laurie Canatsey gave a brief update on the Bond Bank’s budget for the quarter. She stated the Bond Bank was in line with the 2006 budget with the exception of one line item being over budget by $1,512.56. Ms. Canatsey explained that this was to due a build-out of office space for documents and files. Mr. Jacob Hall stated that it appeared the Bond Bank may go over budget on copying. Ms. Canatsey stated that that was true due to the large volume of bond issues the Bond Bank is handling. Mr. Hall then asked if it were necessary for the Board to have a proposed change for the budget. Ms. Lawrence answered stating that typically the Board has taken the approach to the question of the overall budget as opposed to the specific line items. It is surely something that the Board could address or change if they chose to do so. Ms. Lawrence then stated that one of the other areas that the Bond Bank is going to be challenged is the Bond Bank move to another floor and there would be more expenses related to that. Chair Chandler didn’t see any need for concern. Ms. Canatsey then mentioned that the Board would be informed quarterly regarding MBE/WBE (Minority and Women Business Enterprise) participation.

The next topic of discussion was MECA. Ms. Lawrence explained that the Bond Bank is currently working on the longer term transaction to take out the short-term transaction. The long-term transaction will contemplate the acquisition of the new communications system and likely to be additional technology to be covered as a part of that issue. She feels that one thing that my included is the emergency storm warning system and alarms. The Bond Bank is anticipating the issue to be approximately $40-$50 million; but there are grant dollars coming in to reduce the amount of financing that will be needed.

The next topic of discussion was the Sanitary District SRF Loan #9and and open market bond issue. Ms. Katie Aeschliman stated that the Bond Bank is working with the Department of Public Works, Sanitary District to close two issues; an SRF by June 30, 2006 and a subsequent open market for projects that are not SRF eligible some time after that. She then stated that the SRF will complete the first phase of construction projects that will be paid for by the new sanitary sewer rate increase.

The Next topic of discussion was TIF Defeasance and Mr. Kyle Willis explained that the Bond Bank is in the final phase of defeasing the 86^th Street, 96^th Street and Brookville/Senour TIF bonds and they anticipate closing on May 25, 2006.

The next topic was Union Station and Mr. Evert Hauser stated that there is a new tenant going into available space in Union Station. The group is Brothers from Lacrosse, WI and they have 16 locations throughout the Midwest, they have been in operations 16 years and have never closed a location. The space that they will occupy is where the former Ugly Monkey was a tenant. The initial term is a 10-year lease deal and they are going to invest approximately $750,000-$1 million in the space. The plans have not been finalized. The deal is going to the commission on Wednesday, May 17, 2006. Chair Chandler asked with any of the deals if the Bond Bank received any personal guarantees. Mr. Hauser said that the Bond Bank has in the past. He also stated that the parties involved were so far along in the deal that the Bond Bank could not put it in the contract at this time. Mr. Hauser also stated that the Bond Bank has out an RFP to acquire and energy savings provider to allow the revamping of the cooling towers for Union Station. There is some money set aside from the 2004 notes to pay for some of the capital improvements. The cooling towers are 20-years old and have reached the end of their useful life. He explained further how the energy savings provider allows the financing of the entire over a 10-year period at approximately 4%. The Bond Bank is guaranteed an energy savings over that period of time and if they do not make the guarantee they will be required to pay the city the amount of savings that was promised.

Mr. Hauser then gave a brief summary of the grand opening of the Conrad.

The next topic of discussion was the Hotel RFI (Request for Information). Ms. Lawrence stated that the Bond Bank received five responses to the RFI and they are in the process of reviewing those and putting together a team to look at them, their benefits and what they will bring to the City, as well as financial viability. The Bond Bank is moving forward with the process and that would possible be another 4-6 weeks.

Ms. Chandler asked when the Bond Banks move would take place and Ms. Monica Durrett stated that the anticipated date is the last week of June 2006.

Ms. Chandler addressed the Board and the attendees and congratulated Monica Durrett and Katie Aeschliman for their recent graduations. She also congratulated Mr. Evert Hauser on his 20^th-year anniversary with the City.

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

Chair Chandler adjourned the meeting at 12:28p.m.