The Indianapolis Local Public Improvement Bond Bank

This Preliminary Official Statement and the information contained herein are subject to completion, amendment or other change without notice. These securities described herein may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. “AMORTIZABLE BONDPREMIUM”andAPPENDIXEhereto. 2017C BondsisexemptfromincometaxationintheStateofIndiana.See“TAXMATTERS”,“ORIGINALISSUEDISCOUNT”and of BondCounselandCo-BondCounsel,underexistinglaws,regulations,judicialdecisionsrulings,interestontheSeries purposes. SuchexclusionisconditionedoncontinuingcompliancewiththeTaxCovenants(hereinafterdefined).Inopinion defined) isexcludablefromgrossincomeunderSection103oftheInternalRevenueCode1986,asamended,forfederaltax Co-Bond Counsel,underexistinglaws,regulations,judicialdecisionsandrulings,interestontheSeries2017CBonds(hereinafter * Preliminary andsubjectto change. Official Statement datedDecember___,2017 Mesirow Financial, Inc. Dated: dateofissue Book-Entry-Only NEW ISSUE Indiana, onoraboutDecember___, 2017. Indianapolis, Indiana.Itisexpected thattheSeries2017CBondswillbeavailablefordeliveryvia theFASTSystemofDTCinIndianapolis, Bond BankbyitsGeneralCounsel, fortheCitybyCorporationCounselofCity,and UnderwritersbyBarnes&ThornburgLLP, Indiana, BondCounsel,andMWH LawGroupLLP,Indianapolis,Indiana,Co-BondCounsel.Certain legalmatterswillbepasseduponforthe to priorsale,withdrawalormodificationoftheofferwithout notice,andtotheapprovaloflegalitybyKriegDeVaultLLP,Indianapolis, Official Statementtoobtaininformationessentialthemaking ofaninformedinvestmentdecision. Thereof.” Code 5-1.4-5.See“SECURITYANDSOURCESOFPAYMENT SERIES2017CBONDS—DebtServiceReserveFundandReplenishment amounts torestoretheDebtServiceReserveFund ReserveRequirement(asdefinedherein)inaccordancewithIndiana BONDS.” subdivision thereof.TheBondBankhasnotaxingpower. See“SECURITYANDSOURCESOFPAYMENTFORSERIES2017C the constitutionorlawsofStateapledgefaith, creditortaxingpoweroftheCityStateanypolitical debt, liability or loan of the credit of the City or the State of Indiana (the “State”) or any political subdivision thereof under (as defined herein) to be paid by CWA Authority, Inc. (“CWA”), to the City. The Series 2017C Bonds do not constitute a the DebtServiceReserveFund.TheRefundingQualifiedObligationsarepayablebyCitysolelyfromPILOT Revenues revenues andfundsoftheBondBankpledgedtheretounderIndenture,includingRefundingQualifiedObligations and herein. See“SERIES2017CBONDS—Redemption.” “PLAN OFFINANCING”and“APPLICATIONPROCEEDSSERIES2017CBONDS.” Reserve Fund(asdefinedherein);and(3)paycostsoftheissuanceSeries2017CBondsrefundingRefunded Bonds. See (PILOT InfrastructureProject),datedAugust12,2010(the“RefundedBonds”);(2)purchaseasuretybondpolicytofundtheDebt Service thereby effectinganadvancerefundingofalloraportionTheIndianapolisLocalPublicImprovementBondBankBonds,Series 2010F PILOT RevenueRefundingBonds,Series2017A(the“RefundingQualifiedObligations”),issuedbytheCityofIndianapolis “City”), (the “State”),particularlyIndianaCode5-1.4and5-1-5,forthepurposeofprovidingfundsto:(1)purchaseCityIndianapolis, Indiana, dated asofDecember1,2017(suchTrustIndenture,sosupplemented,the“Indenture”),allpursuanttolawsState ofIndiana 2010, assupplementedbyaFirstSupplementalTrustIndenturebetweentheBondBankandTrustee, the Trustee,datedasofJuly 1, Bond Bank(the“BondBank”)onOctober23,2017,andareissuedundersecuredbyaTrustIndenturebetweenthe Bankand “SERIES 2017CBONDS—Book-Entry-OnlySystem.” Bonds willbetheresponsibilityofDTCDirectandIndirectParticipants,allasdefinedmorefullydescribedhereinunder the caption the registeredownerofSeries2017CBonds.ThefinaldisbursementsuchpaymentstoBeneficialOwners Series 2017C Fargo Bank,N.A.,astrustee,registrarandpayingagent(the“Trustee”,“Registrar”“PayingAgent”),solongDTCoritsnominee is commencing July1,2018.Theprincipalofandpremium,ifany,interestontheSeries2017CBondswillbepaiddirectlytoDTC byWells representing theirinterestsintheSeries2017CBonds.InterestonBondsispayableJanuary1andJulyof eachyear, Purchasers ofbeneficialinterestsintheSeries2017CBonds(the“BeneficialOwners”)willnotreceivephysicaldeliverycertificates interests intheSeries2017CBondswillbemade in book-entry-onlyform,the denomination of$5,000 or anyintegralmultiplethereof. registered in the name of Cede & Co., as nominee for The Depository Trust Company,New York, New York (“DTC”). Purchases of beneficial the ratessetforthoninsidecoverhereof.TheSeries2017CBondsareissuableonlyasfullyregisteredbondsand,whenissued,willbe 2017C Bonds”),willbedatedthedateofissueandbearinterestfromthattotheirrespectivematuritiesinamountsat In theopinionofKriegDeVaultLLP,Indianapolis,Indiana,BondCounsel,andMWHLawGroup The Series2017CBondsareofferedwhen,asandifissuedbythe BondBankandreceivedbytheUnderwriterslistedbelowsubject This coverpagecontainscertaininformationforquickreference only.Itisnotasummaryofthisissue.Investorsmustreadtheentire Pursuant totheIndenture,BondBankhasagreedrequest City-CountyCounciloftheCityandMarionCountytoappropriate The Series2017CBondsarelimitedobligationsoftheBondBank,payablesolelyfromandsecuredexclusivelyby the Certain Series 2017C Bondsare subject to optionalredemption and mandatory sinking fund redemption prior to maturity,asdescribed A detailedmaturityschedulefortheSeries2017CBondsissetforthoninsidecoverofthisOfficialStatement. The Series2017CBondsareauthorizedbyaresolutionadoptedtheBoardofDirectorsIndianapolisLocalPublicImprovement The IndianapolisLocalPublicImprovementBondBankRefundingBonds,Series2017C(PILOTInfrastructureProject)(the“Series

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 14, 2017

REFUNDING BONDS,SERIES2017C (PILOT InfrastructureProject) MORGAN STANLEY $147,000,000* Siebert Cisneros Shank&Co.,L.L.C. Due: asshownontheinsidecover RATING (See“Rating”herein) Moody’s: “Aa2” MATURITY SCHEDULE

$147,000,000* THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK REFUNDING BONDS, SERIES 2017C (PILOT Infrastructure Project)

The Series 2017C Bonds shall mature on January 1 of the years and in the principal amounts, and shall bear interest at the rates per annum, all as set forth below:

Maturity Date Principal Amount Interest Rate Price Yield CUSIP(1)

$______% Term Bond due______Price: _____% Yield: _____% CUSIP(1): ______

(1) The CUSIP numbers listed above are being provided solely for the convenience of the holders of the Series 2017C Bonds only, and the Bond Bank does not make any representations with respect to such numbers or undertake any responsibility for their accuracy. The CUSIP numbers are subject to being changed after the issuance of the Series 2017C Bonds as a result of various subsequent actions, including but not limited to a refunding in whole or in part of the Series 2017C Bonds.

* Preliminary and subject to change.

No dealer, broker, salesperson or other person has been authorized by the Bond Bank, the City or the Underwriters to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2017C Bonds and, if given or made, such information or representations must not be relied upon as having been authorized by any of the Bond Bank, the City or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2017C Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there have been no changes in the information presented herein since the date hereof.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2017C BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE SERIES 2017C BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE SERIES 2017C BONDS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

THIS OFFICIAL STATEMENT, INCLUDING ITS APPENDICES, CONTAINS STATEMENTS WHICH SHOULD BE CONSIDERED “FORWARD-LOOKING STATEMENTS,” MEANING THEY REFER TO POSSIBLE FUTURE EVENTS OR CONDITIONS. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY WORDS SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “BUDGET” OR SIMILAR WORDS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. POTENTIAL INVESTORS SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS OFFICIAL STATEMENT. NEITHER THE BOND BANK NOR THE CITY HAS ASSUMED ANY OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE ASSUMPTIONS THAT HAVE BEEN USED IN THESE FORWARD-LOOKING STATEMENTS INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND FUTURE LEGAL AND REGULATORY CIRCUMSTANCES AND CONDITIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE BOND BANK AND THE CITY. AS A RESULT, ACTUAL RESULTS WILL DIFFER, AND MAY DIFFER MATERIALLY, FROM THOSE DESCRIBED IN SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE BOND BANK NOR THE CITY EXPECTS OR INTENDS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS, IF OR WHEN THEIR RESPECTIVE EXPECTATIONS CHANGE OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR OR DO NOT OCCUR.

The order and placement of material in this Official Statement, including the cover page and appendices, are not to be deemed a determination of relevance, materiality or importance, and this Official Statement, including the cover page and appendices, must be considered in its entirety.

In making an investment decision, investors must rely on their own examination of the information presented in this Official Statement concerning the Series 2017C Bonds, the Bond Bank and the City and the terms of the offering, including the merits and risks involved.

TABLE OF CONTENTS

Page

INTRODUCTION ...... 1 Use of Proceeds of 2017C Bonds ...... 1 Security and Sources of Payment for Series 2017C Bonds ...... 1 Surety Bond ...... 3 Series 2017C Bonds ...... 3 Bond Bank ...... 3 Official Statement; Additional Information ...... 3

SERIES 2017C BONDS ...... 4 General ...... 4 Redemption ...... 5 Registration, Exchange and Transfer ...... 6 Book-Entry-Only System ...... 7 Revision of Book-Entry-Only System ...... 9

SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS ...... 9 Limited Obligations ...... 9 City ...... 9 CWA ...... 10 Refunding Qualified Obligations ...... 10 Security for Refunding Qualified Obligations ...... 11 Enforcement of Refunding Qualified Obligations ...... 13 Debt Service Reserve Fund and Replenishment Thereof ...... 13 Additional Bonds and Additional Qualified Obligations ...... 14 Credit Facilities and Hedge Agreements ...... 15

SURETY BOND ...... 16

PLAN OF FINANCING ...... 17

APPLICATION OF PROCEEDS OF SERIES 2017C BONDS ...... 18

OPERATION OF FUNDS AND ACCOUNTS ...... 18 General Fund ...... 18 Debt Service Reserve Fund ...... 19 Rebate Fund ...... 22 Amounts Remaining in Funds ...... 22 Investment of Funds ...... 22

BOND BANK ...... 23 Powers and Purposes ...... 23 Board of Directors of Bond Bank ...... 23 Other Programs; Outstanding Indebtedness...... 24

AVAILABILITY OF DOCUMENTS AND FINANCIAL INFORMATION ...... 24

CONTINUING DISCLOSURE ...... 24 Disclosure Contract ...... 24 Compliance by Bond Bank and City with Previous Undertakings ...... 24

RATING ...... 25

UNDERWRITING ...... 25

FINANCIAL ADVISOR ...... 25

VERIFICATION OF CERTAIN MATHEMATICAL CALCULATIONS ...... 26

TAX MATTERS ...... 26

ORIGINAL ISSUE DISCOUNT ...... 27

AMORTIZABLE BOND PREMIUM ...... 28

RISK FACTORS ...... 28 Limited Obligations ...... 28 Sources of Payment for Series 2017C Bonds ...... 28 PILOT Act ...... 29 CWA ...... 29 Failure to Appropriate Funds to Restore Debt Service Reserve Fund ...... 29 Tax Status ...... 29 Changes in Law ...... 30 Limited Remedies ...... 30 Forward-Looking Statements ...... 30

LITIGATION ...... 31 Bond Bank ...... 31 City ...... 31

ENFORCEABILITY OF REMEDIES ...... 31

CERTAIN LEGAL MATTERS ...... 31

SERIES 2017C BONDS AS LEGAL INVESTMENTS ...... 32

AGREEMENT WITH STATE ...... 32

MISCELLANEOUS ...... 32

APPENDIX A: CONSOLIDATED CITY OF INDIANAPOLIS, COUNTY OF MARION, STATE OF INDIANA ...... A-1 APPENDIX B: SUMMARY OF CERTAIN PROVISIONS OF THE CWA AUTHORITY, INC. TRUST INDENTURE ...... B-1 APPENDIX C: SUMMARY OF CERTAIN DOCUMENTS ...... C-1 APPENDIX D: FORM OF CONTINUING DISCLOSURE UNDERTAKING AGREEMENT ...... D-1 APPENDIX E: FORM OF OPINION OF BOND COUNSEL AND CO-BOND COUNSEL ...... E-1

OFFICIAL STATEMENT

$147,000,000* THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK REFUNDING BONDS, SERIES 2017C (PILOT Infrastructure Project)

INTRODUCTION

The purpose of this Official Statement, including the cover page and appendices, is to set forth certain information concerning the issuance and sale by The Indianapolis Local Public Improvement Bond Bank (the “Bond Bank”) of its $147,000,000* aggregate principal amount of The Indianapolis Local Public Improvement Bond Bank Refunding Bonds, Series 2017C (PILOT Infrastructure Project) (the “Series 2017C Bonds”). The Series 2017C Bonds have been authorized by a resolution adopted by the Board of Directors of the Bond Bank on October 23, 2017, and will be issued pursuant to the provisions of a Trust Indenture between the Bond Bank and Wells Fargo Bank, N.A., as trustee (the “Trustee”), registrar (the “Registrar”) and paying agent (the “Paying Agent”), dated as of July 1, 2010, as supplemented by a First Supplemental Trust Indenture between the Bond Bank and the Trustee, Registrar and Paying Agent, dated as of December 1, 2017 (such Trust Indenture, as so supplemented, the “Indenture”), and the laws of the State of Indiana (the “State”), including particularly Indiana Code 5-1.4 (the “Act”) and Indiana Code 5-1-5.

All financial and other information presented in this Official Statement has been provided by the City of Indianapolis, Indiana (the “City”), from its records, except for information expressly attributed to other sources. The presentation of information is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as is shown by such financial and other information, will continue in the future.

The offering of the Series 2017C Bonds is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Series 2017C Bonds. The following introductory material is only a brief description of and is qualified by the more complete information contained in this Official Statement. A full review should be made of the entire Official Statement, including the appendices, and the documents summarized or described herein. The detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page, inside cover page, other preliminary pages and appendices, is unauthorized.

Use of Proceeds of 2017C Bonds

The proceeds from the sale of the Series 2017C Bonds will be applied to: (1) purchase the City of Indianapolis, Indiana, PILOT Revenue Refunding Bonds, Series 2017A (the “Refunding Qualified Obligations”), issued by the City of Indianapolis (the “City”), pursuant to an ordinance adopted by the City-County Council of the City and of Marion County (the “City-County Counsel”) on October 9, 2017 (the “Bond Ordinance”), thereby effecting an advance refunding of all or a portion of The Indianapolis Local Public Improvement Bond Bank Bonds, Series 2010 F (PILOT Infrastructure Project), dated August 12, 2010 (the “Refunded Bonds”); (2) purchase a surety bond policy to fund the Debt Service Reserve Fund (as hereinafter defined); and (3) pay costs of the issuance of the Series 2017C Bonds and the refunding of the Refunded Bonds. See “PLAN OF FINANCING” and “APPLICATION OF PROCEEDS OF SERIES 2017C BONDS.”

On or before the issue date of the Series 2017C Bonds, the Bond Bank will have entered into a Qualified Entity Purchase Agreement (the “Purchase Agreement”) with the City governing the terms of the purchase of the Refunding Qualified Obligations.

Security and Sources of Payment for Series 2017C Bonds

The Series 2017C Bonds will be issued under and secured by the Indenture. Neither the faith, credit nor taxing power of the City or the State or any political subdivision thereof is pledged to the payment of the principal of

* Preliminary and subject to change.

or premium, if any, or interest on the Series 2017C Bonds. The Series 2017C Bonds are not a debt, liability or loan of the credit of the City or the State or any political subdivision thereof. The Bond Bank has no taxing power and has only those powers and sources of revenue set forth in the Act. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS – Limited Obligations.”

The Series 2017C Bonds are limited obligations of the Bond Bank, payable solely from and secured exclusively by the revenues and funds of the Bond Bank pledged thereto under the Indenture (the “Trust Estate”), including: (1) all cash and securities held in the funds and accounts established by the Indenture (except the Rebate Fund) (such funds, the “Funds”, and such accounts, the “Accounts”), including the Debt Service Reserve Fund, and the investment earnings thereon and all proceeds thereof (except to the extent transferred from the Funds and Accounts from time to time in accordance with the Indenture); (2) all bonds, notes or evidences of indebtedness issued by the City (such bonds, notes or evidences of indebtedness, “Qualified Obligations”), including the Refunding Qualified Obligations, acquired and held by the Trustee pursuant to the Indenture and the earnings thereon and all proceeds thereof, including all amounts paid or required to be paid, from time to time, for principal and interest by the City to the Bond Bank on the Qualified Obligations and any fees and charges paid or required to be paid by the City to the Bond Bank under the Purchase Agreement (such amounts and such fees and charges, the “Qualified Obligation Payments”); and (3) all income, revenues and profits of the Funds and Accounts, including all Qualified Obligation Payments and investment earnings on the Funds and Accounts, but excluding amounts required to be deposited and maintained in the Rebate Fund (such income, revenues and profits, “Revenues”). All Series 2017C Bonds will be secured equally and ratably by the Trust Estate. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS—Limited Obligations.”

The Series 2017C Bonds are also secured by a debt service reserve fund created under the Indenture (the “Debt Service Reserve Fund”). The Debt Service Reserve Fund will be funded by a surety bond policy (the “Surety Bond”), as described below, in an amount equal to the least of (1) the maximum annual debt service on the Series 2017C Bonds, (2) 125% of the average annual debt service on the Series 2017C Bonds or (3) 10% of the aggregate proceeds of the Series 2017C Bonds (the least of (1), (2) or (3), the “Series 2017C Reserve Requirement”), and will constitute a reserve fund under Indiana Code 5-1.4-5, as amended. In the event of an actual or potential deficiency in the Debt Service Reserve Fund, the Bond Bank has covenanted that the Chairperson of the Board of Directors of the Bond Bank will seek an appropriation from the City-County Council pursuant to Indiana Code 5-1.4-5, as amended, to restore the Debt Service Reserve Fund to an amount equal to the Debt Service Reserve Requirement (as hereinafter defined). In the Bond Ordinance, the City-County Council acknowledged its intention to consider the appropriation of the moneys necessary to restore the Debt Service Reserve Fund to an amount equal to the Debt Service Reserve Requirement. However, the City-County Council is not obligated to appropriate any such moneys. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS – Debt Service Reserve Fund and Replenishment Thereof.”

In accordance with Indiana Code Section 36-3-2-10 (the “PILOT Act”), the City-County Council adopted an ordinance on May 17, 2010 (the “2010 PILOT Ordinance”), to require the Sanitary District of the City (the “Sanitary District”), which then owned and operated the City’s wastewater works and facilities (the “Wastewater System”), to make certain payments in lieu of taxes (the “PILOTs”) with respect to the tangible property that is owned or leased by the Sanitary District and that is exempt from property taxes (such tangible property, the “Tangible Property”). In the 2010 PILOT Ordinance, the City fixed the amount of the PILOTs, payable semi-annually on June 1 and December 1 of each year, through calendar year 2039. See “SECURITY AND SOURCES OR PAYMENT OF SERIES 2017C BONDS – Security for Refunding Qualified Obligations.”

On August 26, 2011, CWA Authority, Inc. (“CWA”), acquired the Wastewater System from the Sanitary District pursuant to a Wastewater Asset Purchase Agreement among the City, Citizens Energy Group and the Department of Public Works of the City, dated August 11, 2010 (the “Asset Purchase Agreement”). Under the Asset Purchase Agreement, CWA agreed to pay the PILOTs that the Sanitary District had been obligated to pay to the City under the 2010 PILOT Ordinance.

The primary source of payment on the Series 2017C Bonds will be the principal and interest payments to be received by the Bond Bank from the City under the Refunding Qualified Obligations. The principal of and interest on the Refunding Qualified Obligations, in turn, are payable solely from a portion (such portion, the “PILOT Revenues”) of the PILOTs to be paid by CWA to the City under the PILOT Act, the 2010 PILOT Ordinance and the Asset

Purchase Agreement, which portion excludes the first $4.5 million collected from each semiannual payment ($9 million annually) (the “Excluded Amounts”). The Excluded Amounts will be applied solely to public safety purposes or such other purposes as determined from time to time by the City and are not available to pay debt service on the Refunding Qualified Obligations. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS – Refunding Qualified Obligations” and “—Security For Refunding Qualified Obligations.”

Surety Bond

Assured Guaranty Municipal Corp. (the “Surety Bond Provider”) will issue the Surety Bond concurrently with the issuance of the Series 2017C Bonds to fund the Debt Service Reserve Fund in an amount equal to the Series 2017C Reserve Requirement. See “SURETY BOND.”

Series 2017C Bonds

Interest on the Series 2017C Bonds will accrue over time at the rates per annum set forth on the inside cover page hereof. Interest on the Series 2017C Bonds will be payable on July 1, 2018, and semiannually on each January 1 and July 1 thereafter. The Series 2017C Bonds will be issued in fully registered form in the denomination of $5,000 or any integral multiple thereof. See “SERIES 2017C BONDS.”

The Series 2017C Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of the Series 2017C Bonds will be made in book-entry-only form. Purchasers of the Series 2017C Bonds will not receive certificates representing their beneficial ownership interest in the Series 2017C Bonds. The principal of and premium, if any, and interest on the Series 2017C Bonds will be paid by the Paying Agent directly to DTC, so long as DTC or its nominee is the registered owner of the Series 2017C Bonds. See “SERIES 2017C BONDS—Book-Entry-Only System.”

Certain Series 2017C Bonds are subject to optional and mandatory sinking fund redemption prior to maturity, as described herein. See “SERIES 2017C BONDS—Redemption.”

Bond Bank

The Bond Bank is a body corporate and politic, separate from the City, established for the public purposes set forth in the Act. The Bond Bank has no taxing power. The Bond Bank is governed by a five-member Board of Directors, each appointed by the Mayor of the City. See “BOND BANK.”

Pursuant to the Act, the purpose of the Bond Bank is to buy and sell securities of the City, Marion County (the “County”), any special taxing district located wholly within the County, any entity whose tax levies are subject to review and modification by the City-County Council under Indiana Code 36-3-6-9, certain political subdivisions located wholly within the County, any charter school established under Indiana Code 20-24 that is sponsored by the Mayor of the City, and any authority created under Indiana Code 36 that leases land or facilities to any of the foregoing. See “BOND BANK.”

Official Statement; Additional Information

This Official Statement speaks only as of its date and the information contained herein is subject to change.

The information contained in this Introduction is qualified by reference to this entire Official Statement (including the appendices). This Introduction is only a brief description and a full review should be made of this entire Official Statement (including the appendices), as well as the documents summarized or described in this Official Statement. The summaries of and references to all documents, statutes and other instruments referred to in this Official Statement do not purport to be complete and are qualified in their entirety by reference to the full text of each of such documents, statutes or other instruments. Summaries of certain provisions of the Indenture and the Bond Ordinance and definitions of some of the capitalized words and terms used in this Official Statement are set forth in APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS.”

The City’s Comprehensive Annual Financial Report for the year ended December 31, 2016, is filed with and available from the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system (“EMMA”). See “AVAILABILITY OF DOCUMENTS AND FINANCIAL INFORMATION.” Certain information regarding the City’s finances are described in APPENDIX A hereto.

Information contained in this Official Statement with respect to the Bond Bank and the City and copies of the Indenture, the Bond Ordinance, the 2010 PILOT Ordinance and the Asset Purchase Agreement may be obtained from The Indianapolis Local Public Improvement Bond Bank, 200 East Washington Street, Room 2342, City-County Building, Indianapolis, Indiana 46204. The Bond Bank’s telephone number is (317) 327-4220.

SERIES 2017C BONDS

General

The Series 2017C Bonds are issuable as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Each Series 2017C Bond will carry an original issue date of December ___, 2017 (the “Issue Date”). The Series 2017C Bonds will be issued in the aggregate principal amount of $147,000,000* and will bear interest (calculated on the basis of twelve 30-day months for a 360-day year) at the rates and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. Interest on the Series 2017C Bonds will be payable on January 1 and July 1 of each year, commencing July 1, 2018 (each, an “Interest Payment Date”). Each Series 2017C Bond authenticated on or before June 15, 2018, will bear interest from the Issue Date and each Series 2017C Bond authenticated after June 15, 2018, will bear interest from the most recent Interest Payment Date to which interest has been paid on the date of authentication, unless such Series 2017C Bond is authenticated after the fifteenth day of the month immediately preceding the month of the related Interest Payment Date (each, a “Record Date”) and on or before the next Interest Payment Date, in which event such Series 2017C Bond will bear interest from such Interest Payment Date.

When issued, all Series 2017C Bonds will be registered in the name of and held by Cede & Co., as nominee for DTC. Purchases of beneficial interests from DTC in the Series 2017C Bonds will be made in book-entry-only form (without certificates) in the denomination of $5,000 or any integral multiple thereof. For so long as the Series 2017C Bonds are registered in the name of DTC or its nominee, payments of the principal of and premium, if any, and interest on the Series 2017C Bonds will be paid only to DTC or its nominee. Interest on the Series 2017C Bonds will be paid on each Interest Payment Date by wire transfer to DTC or its nominee. Principal will be paid to DTC or its nominee upon presentation and surrender of the Series 2017C Bonds at the principal office of the Registrar. Neither the Bond Bank nor the Trustee will have any responsibility for the Beneficial Owner’s receipt from DTC or its nominee, or from any DTC Direct Participant or Indirect Participant, of any payments of principal of or premium, if any, or interest on the Series 2017C Bonds. See “Book-Entry-Only System.”

If the Series 2017C Bonds are no longer registered in the name of DTC or its nominee, or any other clearing agency, interest on the Series 2017C Bonds will be made to the person appearing on the bond registration books of the Registrar as the Registered Owner at the close of business on the Record Date immediately preceding the next Interest Payment Date and will be paid by check mailed one business day prior to the Interest Payment Date to such Registered Owner at its address as it appears on such registration books or at another address furnished to the Registrar in writing by such Registered Owner. The Bond Bank may, upon written direction of any Registered Owner of an aggregate principal amount of Series 2017C Bonds of at least $1,000,000 to the Paying Agent not less than five business days prior to the Record Date immediately preceding the next Interest Payment Date, provide for the payment of interest by wire transfer on such Interest Payment Date or by another method deemed acceptable to the Paying Agent and such Registered Owner. The principal of the Series 2017C Bonds is payable upon presentation at the corporate trust office of the Paying Agent (or other office designated by the Paying Agent).

In any case where the date of maturity of interest on or principal of any Series 2017C Bonds or the date fixed for redemption of any Series 2017C Bonds is in the city of payment a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal may be made on the

* Preliminary and subject to change.

4 succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption.

Redemption

Optional Redemption. The Series 2017C Bonds maturing on or after January 1, 2029, are subject to redemption prior to maturity at the option of the Bond Bank, in whole or in part, in any order of maturity selected by the Bond Bank and by lot within any maturity or maturities, on any date not earlier than January 1, 2028, at a price of 100% of the principal amount to be redeemed, without premium, plus accrued interest to the redemption date.

It will be a condition to the optional redemption of Series 2017C Bonds that the Bond Bank furnish to the Trustee a certificate prepared by an accountant or a firm of accountants (such a certificate, a “Cash Flow Certificate”) to the effect that, giving effect to such redemption, Revenues expected to be received, together with moneys expected to be held in the Funds and Accounts, will at least equal debt service on all outstanding Series 2017C Bonds along with the expenses of the Bond Bank in carrying out and administering the program for the purchase of Qualified Obligations by the Bond Bank pursuant to the Act and the Indenture (such program, the “Program”, and such expenses, the “Program Expenses”), if any.

Mandatory Sinking Fund Redemption. The Series 2017C Bond maturing on January 1, _____ (the “Series 2017C Term Bond”), is subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date, and without premium, on the dates and in the principal amounts set forth below:

Series 2017C Term Bond

January 1 Amount

______*Final Maturity

The Trustee will credit against the mandatory sinking fund requirement for the Series 2017C Term Bond, and the corresponding mandatory redemption obligation, in the order determined by the Bond Bank, any portion of the Series 2017C Term Bond which has previously been redeemed (otherwise than as a result of a previous mandatory sinking fund redemption requirement) or delivered to the Trustee for cancellation or purchased for cancellation by the Trustee and cancelled by the Trustee and not theretofore applied as a credit against any mandatory sinking fund redemption obligation. Any portion of the Series 2017C Term Bond so delivered or cancelled will be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory sinking fund redemption date, and any excess of such amount will be credited on future mandatory sinking fund redemption obligations as designated by the Bond Bank, and the principal amount of the Series 2017C Term Bond to be redeemed by operation of the mandatory sinking fund requirements will be accordingly reduced. However, the Trustee will credit such portion of the Series 2017C Term Bond only to the extent received on or before 45 days preceding the applicable mandatory sinking fund redemption date stated above.

Selection of Series 2017C Bonds to be Redeemed. If fewer than all of the Series 2017C Bonds are called for redemption, the principal amount and maturity of the particular Series 2017C Bonds to be redeemed will be selected by the Bond Bank, provided that the Series 2017C Bonds will be redeemed only in authorized denominations of $5,000 or any integral multiple thereof. If any of the Series 2017C Bonds are simultaneously subject to both optional and mandatory redemption, the Trustee will first select by lot the Series 2017C Bonds to be redeemed under the optional redemption provisions.

In the event DTC is not the sole registered owner of the Series 2017C Bonds and fewer than all of the Series 2017C Bonds of a particular maturity will be called for redemption, the portion of such maturity will be selected by lot by the Trustee and, for this purpose, each $5,000 of principal amount represented by any Series 2017C Bond will be considered a separate Series 2017C Bond for purposes of selecting the Series 2017C Bonds to be redeemed.

In the event DTC is the sole registered owner of the Series 2017C Bonds, partial redemptions of a particular maturity of the Series 2017C Bonds will be done in accordance with the procedures of DTC.

Notice of Redemption. In the case of redemption of any Series 2017C Bonds, notice of the call for any redemption, identifying the Series 2017C Bonds to be redeemed and the date and place of redemption, which will be determined by the Bond Bank, will be given by the Registrar by mailing a copy of the redemption notice by first class mail at least 30 days but not more than 45 days prior to the date fixed for redemption to the Registered Owner of each Series 2017C Bond to be redeemed at the address shown on the registration books. Failure to give such notice by mailing to any Series 2017C Bondholder, or any defect in the notice, will not affect the validity of any proceeding for the redemption of any other Series 2017C Bonds. Notice of any redemption of Series 2017C Bonds will either (1) explicitly state that the proposed redemption is conditioned on there being on deposit in the applicable fund or account on the redemption date sufficient money to pay the full redemption price of the Series 2017C Bonds to be redeemed or (2) be sent only if sufficient money to pay the full redemption price of the Series 2017C Bonds to be redeemed is on deposit in the applicable fund or account.

With respect to any optional redemption of Series 2017C Bonds, the Bond Bank will give written notice to the Trustee of its election or direction so to redeem, the redemption date, the principal amounts of each maturity to be redeemed (which maturities and principal amounts thereof to be redeemed will be determined by the Bond Bank in its sole discretion, subject to any limitations contained in the Act or the Indenture) and the moneys to be applied to the payment of the redemption price. Such notice will be given at least 60 days prior to the redemption date or such shorter period as is acceptable to the Trustee. If notice of redemption has been given as provided in the preceding paragraph, the Trustee, if it holds the moneys to be applied to the payment of the redemption price, or otherwise the Bond Bank, will, on or before the redemption date, pay to the Paying Agent an amount in cash which, in addition to other moneys, if any, available and held by the Paying Agent, will be sufficient to redeem, on the redemption date at the redemption price thereof, together with interest accrued to the redemption date, all of the Series 2017C Bonds to be redeemed. The Bond Bank will promptly notify the Trustee in writing of all such payments made by the Bond Bank to the Paying Agent.

Redemption Payments. If proper notice of redemption by mailing has been given as described under “Notice of Redemptions” and sufficient funds for redemption are on deposit with the Paying Agent, interest on the Series 2017C Bonds or portions thereof thus called will no longer accrue after the date fixed for redemption. No payment will be made by the Paying Agent upon any Series 2017C Bond or portion thereof called for redemption until such Series 2017C Bond or portion thereof has been delivered for payment or cancellation.

Registration, Exchange and Transfer

The Bond Bank will cause books for the registration and for the transfer of the Series 2017C Bonds to be kept by the Registrar at its corporate trust operations office. The person in whose name a Series 2017C Bond is registered will be deemed and regarded as the absolute owner thereof for all purposes, and payment of principal and interest thereon will be made only to or upon the order of the Registered Owner thereof or its legal representative. All such payments will be valid and effectual to satisfy and discharge the liability upon such Series 2017C Bond to the extent of the sum or sums so paid.

The Series 2017C Bonds may be transferred or exchanged at the corporate trust operations office of the Registrar, to the extent and upon the conditions set forth in the Indenture, including the payment of a sum sufficient to cover any tax or other governmental charge for any such transfer or exchange that may be imposed upon the Bond Bank or the Trustee. The Registrar is not required to (1) register, transfer or exchange any Series 2017C Bond during a period of 15 days next preceding mailing of a notice of redemption of any Series 2017C Bonds or (2) register, transfer or exchange any Series 2017C Bonds selected, called or being called for redemption in whole or in part after mailing notice of such call.

If any Series 2017C Bond is mutilated, lost, stolen or destroyed, the Bond Bank will issue and the Registrar will authenticate a new Series 2017C Bond in accordance with the Indenture, including an indemnity satisfactory to the Registrar, and the Bond Bank and the Trustee may charge the holder or owner of such Series 2017C Bond for its reasonable fees and expenses in connection therewith, including the cost of having a replacement Series 2017C Bond printed.

For so long as the Series 2017C Bonds are registered in the name of DTC or its nominee, the Registrar will transfer and exchange Series 2017C Bonds only on behalf of DTC or its nominee, in accordance with the preceding paragraphs. Neither the Bond Bank nor the Registrar will have any responsibility for transferring or exchanging any Beneficial Owner’s interests in the Series 2017C Bonds.

Book-Entry-Only System

The information provided in the following eleven paragraphs of this caption has been provided by DTC. No representation is made by the Bond Bank, the City or any Underwriter as to the accuracy or adequacy of such information provided by DTC or as to the absence of material adverse changes in such information subsequent to the date hereof.

DTC will act as securities depository for the Series 2017C Bonds. The Series 2017C Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2017C Bond certificate will be issued for each maturity of the Series 2017C Bonds and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is a holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Series 2017C Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2017C Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2017C Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2017C Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2017C Bonds, except in the event that use of the book-entry system for the Series 2017C Bonds is discontinued.

To facilitate subsequent transfers, all Series 2017C Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2017C Bonds with DTC and their registration in the name of

Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2017C Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts the Series 2017C Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Series 2017C Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2017C Bonds, such as redemptions, defaults and proposed amendments to the Series 2017C Bond documents. For example, Beneficial Owners of Series 2017C Bonds may wish to ascertain that the nominee holding the Series 2017C Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2017C Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2017C Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Bond Bank, as soon as possible after the Record Date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2017C Bonds are credited on the Record Date (identified in a listing attached to the “Omnibus Proxy”).

Principal and interest payments on the Series 2017C Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Bond Bank or the Paying Agent, on a payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent or the Bond Bank, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Bank or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2017C Bonds at any time by giving reasonable notice to the Bond Bank or the Registrar. Under such circumstances, in the event that a successor depository is not obtained, Series 2017C Bond certificates are required to be printed and delivered.

The Bond Bank may decide to discontinue use of the system of book entry only transfers through DTC (or a successor securities depository). In that event, Series 2017C Bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book entry system has been obtained from sources that the Bond Bank believes to be reliable, but the Bond Bank takes no responsibility for the accuracy thereof.

THE INFORMATION PROVIDED ABOVE UNDER THIS CAPTION HAS BEEN PROVIDED BY DTC. NO REPRESENTATION IS MADE BY THE BOND BANK, THE CITY OR ANY UNDERWRITER AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION PROVIDED BY DTC OR AS TO THE ABSENCE OF MATERIAL ADVERSE CHANGES IN SUCH INFORMATION SUBSEQUENT TO THE DATE HEREOF.

Neither the Bond Bank, the City nor any Underwriter will have any responsibility or obligation with respect to (1) the accuracy of the records of DTC, its nominee or any beneficial owner with respect to ownership questions, (2) the delivery to any beneficial owner of the Series 2017C Bonds or any other person, other than DTC, of any notice

8 with respect to the Series 2017C Bonds, including any notice of redemption, or (3) the payment to any beneficial owner of the Series 2017C Bonds or any other person, other than DTC, of any amount with respect to the principal of or premium, if any, or interest on the Series 2017C Bonds.

Prior to any discontinuation of the book-entry only system described above, the Bond Bank and the Trustee may treat as and deem DTC or CEDE & CO. to be the absolute holder of each Series 2017C Bond for the purpose of (1) payment of the principal of and premium, if any, and interest on such Series 2017C Bond, (2) giving notice of redemption and other matters with respect to such Series 2017C Bond and (3) registering transfers with respect to such Series 2017C Bond, and for all other purposes whatsoever.

Revision of Book-Entry-Only System

In the event that the Bond Bank and the Trustee receive written notice from DTC to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute depository can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the Series 2017C Bonds will no longer be restricted to being registered in the register of the Bond Bank kept by the Trustee in the name of CEDE & CO., as nominee of DTC, but may be registered in whatever name or names the Bondholders transferring or exchanging Series 2017C Bonds will designate, in accordance with the Indenture.

SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS

Limited Obligations

The Series 2017C Bonds are limited obligations of the Bond Bank, payable solely from and secured exclusively by the Trust Estate, including: (1) all cash and securities held in the Funds and Accounts, including the Debt Service Reserve Fund, and the investment earnings thereon and all proceeds thereof (except to the extent transferred from the Funds and Accounts from time to time in accordance with the Indenture); (2) all Qualified Obligations, including the Refunding Qualified Obligations, acquired and held by the Trustee pursuant to the Indenture and the earnings thereon and all proceeds thereof, including all Qualified Obligation Payments; and (3) all Revenues. The Indenture creates a continuing pledge of and lien upon the Trust Estate to secure the payment of the principal of and premium, if any, and interest on the Series 2017C Bonds. All of the Series 2017C Bonds will be secured equally and ratably by the Trust Estate.

The Series 2017C Bonds do not constitute a debt, liability or loan of the credit of the City or the State or any political subdivision thereof under the constitution or laws of the State or a pledge of the faith, credit or taxing power of the City or the State or any political subdivision thereof. The Bond Bank has no taxing power.

The Debt Service Reserve Fund will constitute a reserve fund under Indiana Code 5-1.4-5, as amended. In the event of an actual or projected deficiency in the Debt Service Reserve Fund, the Bond Bank has covenanted that the Chairperson of the Board of Directors of the Bond Bank will seek an appropriation from the City-County Council pursuant to Indiana Code 5-1.4-5, as amended, to restore the Debt Service Reserve Fund to an amount equal to the Debt Service Reserve Requirement, which for the Series 2017C Bonds is equal to the Series 2017C Reserve Requirement. In the Bond Ordinance, the City-County Council acknowledged its intention to consider the appropriation of the moneys necessary to restore the Debt Service Reserve Fund to an amount equal to the Debt Service Reserve Requirement. However, the City-County Council is not obligated to appropriate any such moneys.

The primary source of payment of the principal of and interest on the Series 2017C Bonds will be the principal and interest payments to be received by the Bond Bank from the City under the Refunding Qualified Obligations to be acquired by the Bond Bank pursuant to the Purchase Agreement. The principal of and interest on the Refunding Qualified Obligations, in turn, are payable solely from the PILOT Revenues, which consist of a portion of the PILOTs to be paid by CWA to the City under the PILOT Act, the 2010 PILOT Ordinance and the Asset Purchase Agreement, which portion excludes the Excluded Amounts.

City

For certain information about the City, see APPENDIX A hereto.

CWA

The Bond Bank refers prospective holders of the Series 2017C Bonds to the information in the following documents available to the public on EMMA (such information, the “EMMA Information”):

(1) the Official Statement dated September 8, 2016, for the Indiana Finance Authority Wastewater Utility Revenue Bonds, Series 2016A and 2016B (CWA Authority Project), posted on EMMA on September 16, 2016;

(2) the report, entitled “Management Discussion & Financial Report 2017”, of CWA for the fiscal year ended September 30, 2017, posted on EMMA on December 13, 2017; and

(3) the report, entitled “The Wastewater System”, of CWA for the fiscal year ended September 30, 2016, posted on EMMA on March 15, 2017.

CWA has filed the EMMA Information solely for the purpose of informing the holders of certain publicly offered bonds payable from the net revenues of the Wastewater System (such bonds, the “CWA Bonds”), is not now and will not be an obligor on the Series 2017C Bonds or the Refunding Qualified Obligations, is not responsible to any holder of the Series 2017C Bonds, the underwriters or their counsel, bond counsel, the City or the Bond Bank for the accuracy of the EMMA Information or for its usefulness or materiality with respect to the Series 2017C Bonds, and does not undertake any obligation to provide any information for the benefit of the holders of the Series 2017C Bonds, the underwriters or their counsel, bond counsel, the City or the Bond Bank.

Neither the Bond Bank, the City nor any Underwriter takes any responsibility for the accuracy or completeness of the EMMA Information.

Refunding Qualified Obligations

From the proceeds of the Series 2017C Bonds, the Bond Bank will purchase and, upon purchase, will pledge the Refunding Qualified Obligations to the Trustee. The Refunding Qualified Obligations are authorized by the Bond Ordinance and are payable from the Qualified Obligation Payments, consisting primarily of the PILOT Revenues. The PILOT Revenues consist of a portion of the PILOTs to be paid by CWA to the City under the PILOT Act, the 2010 PILOT Ordinance and the Asset Purchase Agreement, which portion excludes the Excluded Amounts (i.e., the first $4.5 million collected from each semiannual payment ($9 million annually)). The Refunding Qualified Obligations will secure and provide for the payment of the Series 2017C Bonds. The Qualified Obligation Payments from the Refunding Qualified Obligations have been structured to be sufficient to pay the principal of and interest on the Series 2017C Bonds when due. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS” regarding the verification of such sufficiency. The Qualified Obligation Payments from the Refunding Qualified Obligations will be derived by the City from the irrevocable pledge of and first charge upon the PILOT Revenues deposited into the Sinking Fund under the Bond Ordinance and the investment earnings thereon and all proceeds thereof. In the Bond Ordinance, the City has covenanted to set aside and pay into the Sinking Fund a sufficient amount of the PILOT Revenues to the extent available to meet (1) interest on the Refunding Qualified Obligations and any parity obligations as such interest becomes due, (2) the necessary fiscal agency charges for paying the principal of and interest on the Refunding Qualified Obligations and any parity obligations and (3) the principal of the Refunding Qualified Obligations and any parity obligations as it becomes due. See APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS—Summary of Certain Provisions of the Bond Ordinance.”

Neither the faith, credit nor taxing power of the City or the State or any political subdivision thereof is pledged to the payment of the principal of or premium, if any, or interest on the Refunding Qualified Obligations. The Refunding Qualified Obligations are not a debt, liability or loan of the credit of the City or the State or any political subdivision thereof. The City’s power to levy taxes does not secure the payment of the principal of or premium, if any, or interest on the Refunding Qualified Obligations.

On or before the date of the issuance of the Series 2017C Bonds, the Bond Bank will enter into the Purchase Agreement with the City to purchase the Refunding Qualified Obligations.

Security for Refunding Qualified Obligations

The ability of the Bond Bank to pay the principal of and interest on the Series 2017C Bonds depends upon the receipt by the Bond Bank of the Qualified Obligation Payments from the City. The ability of the City to make the Qualified Obligation Payments depends upon the receipt by the City of the PILOT Revenues from CWA.

In accordance with the PILOT Act, the City-County Council adopted the 2010 PILOT Ordinance on May 17, 2010, to require the Sanitary District, which then owned and operated the Wastewater System, to pay the PILOTs with respect to the Tangible Property. Under the PILOT Act, the PILOTs may not exceed the amount of property taxes that would have been levied by the City-County Council upon the Tangible Property, if the Tangible Property were not exempt from property taxation.

In the 2010 PILOT Ordinance, the City-County Council (1) found that the amount of PILOTs then paid with respect to the Wastewater System was less than the amount that would have been levied against the Tangible Property, if the Tangible Property were not exempt from property taxation, (2) effective for calendar year 2010 through and including calendar year 2039, increased the amount of the PILOTs to be paid annually with respect to the Wastewater System to the amounts described in the PILOT Payment Schedule below (which includes the Excluded Amounts (i.e., the first $4.5 million collected from each semiannual payment ($9 million annually)), which are not available to pay the principal of or interest on the Refunding Qualified Obligations), and (3) found that the aggregate annual PILOTs do not exceed the amount of property taxes that would have been paid for each respective year with respect to the Tangible Property, if the Tangible Property were not exempt from property taxation. The PILOTs received by the City must be deposited in the consolidated county fund, may be used for any purpose that the consolidated county fund may be used, and are treated in the same manner as taxes for all purposes of all procedural and substantive provisions of law.

PILOT Payment Schedule

Calendar Year Amount(1) Calendar Year Amount(1)

2017 $19,520,181 2029 $23,485,461 2018 22,729,332 2030 23,842,921 2019 25,647,129 2031 24,221,728 2020 27,908,296 2032 24,618,285 2021 28,739,159 2033 25,031,974 2022 29,152,282 2034 25,457,202 2023 29,444,917 2035 25,889,899 2024 27,788,097 2036 26,330,027 2025 26,095,838 2037 26,777,638 2026 24,362,479 2038 27,232,858 2027 22,851,006 2039 27,695,816 2028 23,154,132

Source: 2010 PILOT Ordinance (1) Includes the Excluded Amounts (i.e., the first $4.5 million collected from each semiannual payment ($9 million annually)), which are not available to pay the principal of or interest on the Refunding Qualified Obligations.

The PILOTs are to be paid semiannually on June 1 and December 1 each year (each, a “PILOT Payment Date”). Under the PILOT Act and the PILOT Ordinance, the PILOTs imposed on the Wastewater System may be paid only from the cash earnings of the Wastewater System remaining after provisions have been made to pay for current obligations of the Wastewater System, including (1) operating and maintenance expenses, (2) payment of principal and interest on any bonded indebtedness, (3) depreciation or replacement fund expenses, (4) bond and interest sinking fund expenses and (5) any other priority fund requirements required by law or by any bond ordinance, resolution, indenture, contract or similar instrument binding on the Wastewater System.

On August 26, 2011, CWA acquired the Wastewater System from the Sanitary District pursuant to the Asset Purchase Agreement. Under the Asset Purchase Agreement, CWA agreed to pay the PILOTs that the Sanitary District had been obligated to pay to the City under the 2010 PILOT Ordinance, as set forth in the PILOT Payment Schedule

11 above, which the parties to the Asset Purchase Agreement mutually agreed will be fixed payments representing a bargained for exchange such that the CWA will be assured that the stream of the PILOTs will not be more, and the City will be assured that the payments will not be less, than the amounts set forth in the 2010 PILOT Ordinance. CWA will pay the scheduled PILOTs in equal installments on June 1 and December 1 of each year. In the event that CWA fails to pay the City the required payment on its due date, then interest will accrue on the delinquent amount at a rate consistent with other taxes on property. The obligation of CWA to pay the PILOTs to the City will be subordinate to operating and maintenance expenses, payment of principal and interest on any bonded indebtedness, depreciation or replacement fund expenses, bond and interest sinking fund expenses and any other priority fund requirements required by law or any bond ordinance, resolution, indenture, contract or similar instrument binding on the Wastewater System. Under the Asset Purchase Agreement, CWA agreed not to seek to subject the Wastewater System to property tax and, consistent with the PILOT Act, CWA agreed to seek approval of rates sufficient to have cash earnings from legally available sources of revenue sufficient to timely make the required PILOTs. Further, under the Asset Purchase Agreement, the City agreed not to amend the 2010 PILOT Ordinance in any manner which increases CWA’s obligations to pay the PILOTs and, for the years beginning in 2040 and thereafter, CWA will continue to pay annually a PILOT equal to the amount determined in accordance with the PILOT Act.

The PILOT Revenues to be received by the City will be used and applied as provided in the Bond Ordinance and in strict accordance with the PILOT Act. All of such revenues will be segregated and kept in special accounts separate and apart from all other funds of the City and will be used and applied in payment of the Refunding Qualified Obligations and any parity obligations and the interest thereon. The PILOT Account designated and constituted under the Bond Ordinance is the fund used for the payment of the interest on and principal of the Refunding Qualified Obligations and any parity obligations. The PILOT Account consists of (1) a Bond Principal and Interest Account and a Reserve Account (collectively, the “Sinking Fund”) and (2) an Excess Account (all as defined in the Bond Ordinance). All PILOT Revenues distributed to the City are deposited in the following accounts in the following order of priority and to the extent indicated below:

(a) As soon as possible upon receipt by the City of its semiannual PILOT Revenue payment, and not later than the last day of June and December, to the Bond Principal and Interest Account, an amount sufficient for the payment of (i) with respect to the interest on the Refunding Qualified Obligations and any parity obligations, the amount due on the next interest payment date, (ii) the necessary fiscal agency charges for paying the principal of and interest on the Refunding Qualified Obligations and any parity obligations due on the next interest payment date, and (iii) one half of the principal of the Refunding Qualified Obligations and any parity obligations payable on the next principal payment date. Such deposits will continue until the Bond Principal and Interest Account contains an amount sufficient to pay all of the Refunding Qualified Obligations and any parity obligations then outstanding, together with the interest thereon to the dates of maturity thereof.

(b) Any remaining PILOT Revenues distributed to the City pursuant to the PILOT Act are deemed excess funds and deposited into the Excess Account for appropriation and use as permitted by law. In the event of any deficiency in the Bond Principal and Interest Account for the purposes of paying the interest on or principal of the Refunding Qualified Obligations or any parity obligations payable from PILOT Revenues in the Sinking Fund, funds may be withdrawn from the Excess Account for deposit into the Bond Principal and Interest Account in the amount of such deficiency.

In addition, the Bond Ordinance authorizes that a reserve account be established by the City or that a reserve account be held by the Bond Bank on behalf of the City to secure payment of the principal of and interest on the Refunding Qualified Obligations and any parity obligations. The Surety Bond to be deposited in the Debt Service Reserve Fund under the Indenture to satisfy the Series 2017C Reserve Requirement will be deemed to be held on behalf of the City to secure payment of the principal of and interest on the Refunding Qualified Obligations and the Series 2017C Bonds.

All of the PILOT Revenues distributed to the City pursuant to the PILOT Act deposited into the Sinking Fund are irrevocably pledged to the payment of the principal of and interest on the Refunding Qualified Obligations and any parity obligations. So long as the City-County Council has the authority to establish the amount of the PILOT Revenues, the City covenants and agrees that it will establish and maintain sufficient PILOT Revenues to comply with

12 and satisfy all covenants contained in the Bond Ordinance and for the payment of the sums required to be paid into the Sinking Fund by the Bond Ordinance.

See APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS—Summary of Certain Provisions of the Bond Ordinance.”

Enforcement of Refunding Qualified Obligations

As owner of the Refunding Qualified Obligations, the Bond Bank has available to it all remedies available to owners or holders of securities issued by the City. The Act provides that, upon the sale and the delivery of any qualified obligation to the Bond Bank, a qualified entity will be deemed to have agreed that all statutory defenses to nonpayment are waived in the event that such qualified entity fails to pay principal of or interest on such qualified obligation when due.

The Bond Bank has covenanted under the Indenture to enforce or authorize the enforcement of all remedies available to owners of the Refunding Qualified Obligations, unless (1) the Bond Bank provides the Trustee with a Cash Flow Certificate to the effect that, if such remedies are not enforced, Revenues, including Qualified Obligation Payments, which are to be received in each fiscal year of the Bond Bank (each, a “Fiscal Year”), together with monies expected to be held in the Funds and Accounts, will at least equal the debt service on all outstanding Bonds (as hereinafter defined) and Program Expenses, if any, and (2) the Trustee determines that failure to enforce such remedies will not adversely affect the interests of Bondholders in any material way.

Further, the City has agreed under the Purchase Agreement for the Refunding Qualified Obligations to report to the Bond Bank on its compliance with certain covenants which the City made regarding various actions and conditions necessary to preserve the tax-exempt status of the Series 2017C Bonds. See “TAX MATTERS.” The Bond Bank has also determined to consult with the City, as necessary from time to time, with regard to the action needed to be taken by the City to preserve the tax-exempt status of the Series 2017C Bonds.

The Bond Bank will monitor the compliance and consult regularly with the City with respect to its requirements under the Refunding Qualified Obligations, including the making of Qualified Obligation Payments to the Bond Bank.

Debt Service Reserve Fund and Replenishment Thereof

Under Indiana Code 5-1.4-5, in order to assure the maintenance of the required debt service reserve in any reserve fund, the City-County Council of the City may annually appropriate to the Bond Bank for deposit in such reserve fund the sum, certified by the Chairman of the Board of Directors of the Bond Bank to the City-County Council, that is necessary to restore such reserve fund to an amount equal to the required debt service reserve. The Chairman of the Board of Directors of the Bond Bank is required, annually (before December 1), to make and deliver to the City-County Council a certificate stating the sum required to restore such reserve fund to such amount. However, the City-County Council is not required to make any appropriation.

Under the Indenture, the Debt Service Reserve Fund is required to contain an amount equal to the sum of the Common Reserve Requirement (as defined in APPENDIX C hereto) and any Series Reserve Requirement (as defined in APPENDIX C hereto) (such sum, the “Debt Series Reserve Requirement”). With respect to the Series 2017C Bonds, a Series Reserve Account will be established in an amount equal to the Series 2017C Reserve Requirement (i.e., an amount equal to the least of (1) the maximum annual debt service on the Series 2017C Bonds, (2) 125% of the average annual debt service on the Series 2017C Bonds or (3) 10% of the aggregate proceeds of the Series 2017C Bonds). The Series 2017C Reserve Requirement will be satisfied by the deposit in the Series 2017C Reserve Account of the Surety Bond to be issued by the Surety Bond Provider concurrently with the issuance of the Series 2017C Bonds, which qualifies as a Reserve Fund Credit Instrument (as hereinafter defined) under the Indenture. See “SURETY BOND.” With respect to any series of Additional Bonds (as hereinafter defined), the Bond Bank may establish within the Debt Service Reserve Fund a separate Account to satisfy any Series Reserve Requirement (any such Account, a “Series Reserve Account”) or a separate Account to satisfy the Common Reserve Requirement (any such Account, a “Common Reserve Account”).

The Indenture requires the Board of Directors of the Bond Bank to establish and maintain the Debt Service Reserve Fund into which there is to be deposited or transferred:

(1) into the Series 2017C Reserve Account of the Debt Service Reserve Fund, the Surety Bond to satisfy the Series 2017C Reserve Requirement with respect of the Series 2017C Bonds required to be deposited in the Debt Service Reserve Fund by the terms of the Indenture;

(2) all money required to be transferred to the Debt Service Reserve Fund from another Fund or Account under the Indenture;

(3) all money appropriated by the City for replenishment of the Debt Service Reserve Fund; and

(4) any other available money or funds that the Bond Bank may decide to deposit in the Debt Service Reserve Fund.

Pursuant to the provisions of Indiana Code 5-1.4-5, the Bond Bank has covenanted to request replenishment of the Debt Service Reserve Fund by an appropriation of the City-County Council in the event of an actual or projected deficiency in the Debt Service Reserve Fund. In order to maintain the Debt Service Reserve Requirement, which for the Series 2017C Bonds is equal to the Series 2017C Reserve Requirement, the City-County Council may annually appropriate to the Bond Bank for deposit in the Debt Service Reserve Fund a sum, certified by the Chairperson of the Bond Bank to the City-County Council, that is necessary to restore the Debt Service Reserve Fund to the Debt Service Reserve Requirement. The Chairperson of the Bond Bank, before December 1 of each year, or within 90 days of such projection, whichever is earlier, is required under the Indenture to make and deliver to the City- County Council a certificate stating the sum required to restore the Debt Service Reserve Fund to the Debt Service Reserve Requirement. The Act does not create any debt or liability of the City or an obligation of the City-County Council to make any such appropriation. Although the City-County Council is not obligated to make such appropriations to replenish the Debt Service Reserve Fund, in the Bond Ordinance the City-County Council acknowledged its intention to consider such appropriation, if necessary.

APPENDIX A contains certain information concerning City finances, including indebtedness, and the City budget and appropriations process. See also “RISK FACTORS.”

Additional Bonds and Additional Qualified Obligations

Additional Bonds. Under the Indenture, the Bond Bank may issue additional bonds on a parity with the Series 2017C Bonds (such additional bonds, “Additional Bonds” and, together with the Series 2017C Bonds and any other bonds issued under the Indenture, “Bonds”), under an indenture supplemental to or amendatory of the Indenture (such an indenture, a “Supplemental Indenture”), only (1) to purchase additional Qualified Obligations which are payable from PILOT Revenues on a parity with the Refunding Qualified Obligations (such additional Qualified Obligations, “Additional Qualified Obligations”) or (2) to refund, directly or indirectly, any Bonds.

All Additional Bonds, other than Bonds issued to refund Bonds or to purchase Qualified Obligations issued to refund other Qualified Obligations (Bonds so issued, “Refunding Bonds”), must be issued in a principal amount sufficient, together with other moneys available therefor, to purchase Additional Qualified Obligations and to make such deposits required by the Act, the Indenture and the Supplemental Indenture authorizing such Additional Bonds.

Refunding Bonds may be issued only to refund Bonds or to purchase Qualified Obligations issued to refund other Qualified Obligations, or both. Refunding Bonds must be issued in a principal amount sufficient, together with other moneys available therefor, to accomplish such refunding and to make such deposits required by the Act, the Indenture and the Supplemental Indenture authorizing such Refunding Bonds.

No Additional Bonds may be issued unless the Trustee, the Registrar and the Bond Bank receive a Cash Flow Certificate to the effect that, immediately after the issuance of such Additional Bonds, Revenues reasonably expected to be received in each Fiscal Year, together with moneys expected to be held in the Funds and Accounts, will at least equal the principal of and redemption premium, if any, and interest on the Bonds (“Debt Service”) due on all

14 outstanding Bonds in each Fiscal Year, including such Additional Bonds. However, no such certificate is required in the case of Refunding Bonds, if the principal and interest requirements on the outstanding Bonds in each Fiscal Year after giving effect to the issuance of such Refunding Bonds will be equal to or less than such requirements before giving effect to the issuance of such Refunding Bonds. See APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS—Indenture.”

Additional Qualified Obligations. Under the Bond Ordinance, the City may issue Additional Qualified Obligations for the purpose of financing the cost of additional projects, so long as the following conditions precedent are met: (1) all interest and principal payments with respect to all Qualified Obligations payable from the PILOT Revenues have been paid in accordance with their terms; (2) all required deposits into the required accounts have been made in accordance with the provisions of the Bond Ordinance; (3) either (a) the PILOT Revenues in the fiscal year immediately preceding the issuance of such Additional Qualified Obligations are not less than 125% of the maximum annual interest and principal requirements of all the then outstanding Qualified Obligations payable from the PILOT Revenues and such Additional Qualified Obligations or (b) the PILOT Revenues for the first full fiscal year immediately succeeding the issuance of such Additional Qualified Obligations are projected by a certified public accountant or independent financial advisor to be at least equal to 125% of the maximum annual interest and principal requirements of all the then outstanding Qualified Obligations payable from the PILOT Revenues and such Additional Qualified Obligations. See APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS—Summary of Certain Provisions of the Bond Ordinance.”

Except as described above, so long as any of the Refunding Qualified Obligations are outstanding, no additional bonds or other obligations pledging any portion of the PILOT Revenues may be authorized, executed or issued by the City, unless issued on a subordinate and junior basis in all respects to the Refunding Qualified Obligations (unless all of the Refunding Qualified Obligations are redeemed and retired coincidentally with the delivery of such additional bonds or other obligations or funds sufficient to effect such redemption are available and set aside for that purpose at the time of issuance of such additional bonds or other obligations).

Credit Facilities and Hedge Agreements

In connection with the issuance of any Bonds or at any time thereafter, the Bond Bank may obtain or cause to be obtained one or more letters of credit, new lines of credit, insurance policies, standby purchase agreements or other similar credit facilities issued by a municipal bond insurer, financial institution, trust company, insurance company or association which provides for the payment of principal of, or interest on, any Bonds or a portion thereof (each, a “Credit Facility”), providing for payment of all or a portion of the principal of or premium, if any, or interest due or to become due on such Bonds, providing for the purchase of such Bonds by the provider of a Credit Facility, or providing funds for the purchase of such Bonds by the Bond Bank. In connection therewith, the Bond Bank may enter into an agreement with the provider of a Credit Facility (each, a “Credit Facility Agreement”), providing for, among other things, (1) the payment of fees and expenses for the issuance of such Credit Facility, (2) the terms and conditions of such Credit Facility and the Bonds affected thereby and (3) the security, if any, to be provided in connection with the issuance of such Credit Facility. The Bond Bank may secure any Credit Facility by an agreement providing for the purchase of the Bonds secured thereby with such adjustments to the rate of interest, method of determining interest, maturity or redemption provisions as are specified by the Bond Bank in the applicable Supplemental Indenture. The Bond Bank may, in a Credit Facility Agreement, agree to directly reimburse the provider of such Credit Facility for amounts paid under the terms of such Credit Facility, together with interest thereon. However, no obligation of the Bond Bank to reimburse the provider of any Credit Facility for any payment made by the provider under such Credit Facility pursuant to, or any other obligation of the Bond Bank to repay any amounts, including, but not limited to, fees or, for any period during which any Bonds are purchased and owned by a provider of a Credit Facility pursuant to a Credit Facility or Credit Facility Agreement (such Bonds, “Pledged Bonds”), the amount of interest accrued on such Pledged Bonds at the rate of interest payable thereon as provided in the Credit Facility or Credit Facility Agreement, less the amount of interest which would have accrued during such period on any equal principal amount of Bonds at the rate of interest per annum payable on Bonds other than Pledged Bonds (“Additional Interest”), to such provider pursuant to, any Credit Facility Agreement (each, a “Reimbursement Obligation”), will be created for purposes of the Indenture until amounts are paid under such Credit Facility. Any such Reimbursement Obligation will be deemed to be a part of the Bonds to which the Credit Facility relates and which gave rise to such Reimbursement Obligation, and principal and interest (except for Additional Interest and principal amortization requirements with respect to the Reimbursement Obligation that are more accelerated than the amortization requirements for the related Bonds, without

15 acceleration) due on the Reimbursement Obligation incurred as a result of payment of such Bonds with the Credit Facility will, for purposes of the Indenture, be deemed principal and interest payments with repayment to such Bonds. All other amounts payable under the Credit Facility Agreement (including any Additional Interest and principal amortization requirements with respect to the Reimbursement Obligation that are more accelerated than the scheduled amortization requirements for the related Bonds) will be fully subordinate to the payment of debt service on the related class of Bonds unless otherwise provided in a Supplemental Indenture. Any such Credit Facility will be for the benefit of and secure such Bonds or portion thereof as specified in the applicable Supplemental Indenture.

In connection with the issuance of any Bonds or at any time thereafter, the Bond Bank may, to the extent permitted by law, enter into any financial arrangement with respect to such Bonds, for the purpose of moderating interest rate fluctuations or any other purpose, (1) which is entered into with an entity that is a Qualified Provider (as hereinafter defined) at the time the arrangement is entered into, (2) which is any of the following, or any combination thereof, or any option with respect thereto: a (a) cap, floor or collar, (b) forward rate, (c) future rate, (d) swap, or such other exchange or rate protection transaction agreement, or (e) other similar transaction (however designated); and (3) which has been designated in writing to the Trustee by the Bond Bank as a hedge agreement with respect to all or a portion of the notional principal amount of such Bonds (each, a “Hedge Agreement”). The Bond Bank will authorize the execution, delivery and performance of each Hedge Agreement in a Supplemental Indenture, in which it will designate the related Bonds (the “Hedged Bonds”). The Bond Bank’s obligation to make payments pursuant to any Hedge Agreement (other than termination payments, fees, expenses and indemnity payments) (“Hedge Payments”) may be secured by a pledge of, and lien on, the Revenues on a parity with the lien securing the related Hedged Bonds, or may be subordinated in lien and right of payment to the payment of the Hedged Bonds, as specified by the Bond Bank in a Supplemental Indenture. Amounts other than Hedge Payments due from the Bond Bank under the Hedge Agreement will be subordinated to such lien and right of payment.

SURETY BOND

With respect to the Series 2017C Bonds, the Indenture requires the establishment of a Series Reserve Account in the Debt Service Reserve Fund in an amount equal to the Series 2017C Reserve Requirement. The Indenture authorizes the Bond Bank to obtain, in place of depositing funds into the Debt Service Reserve Fund, a letter of credit, surety bond, liquidity facility, insurance policy or comparable instrument furnished by a counterparty, whose senior long-term debt obligations (or whose obligations are guaranteed by an entity whose senior long-term obligations) are rated in one of the three highest generic rating categories (without regard to any refinements or gradation of such rating category by numerical or other modifier) by a nationally recognized rating agency maintaining a rating on the Bonds at the request of the Bond Bank (any such counterparty, a “Qualified Provider”), with respect to all or a specific portion of the Qualified Obligations or the Bonds to satisfy, in whole or in part, the City’s or the Bond Bank’s obligation to maintain a reserve requirement with respect thereto (any such letter of credit, surety bond, liquidity facility, insurance policy or comparable instrument, a “Reserve Fund Credit Instrument”). Accordingly, a commitment has been made by Assured Guaranty Municipal Corp., the Surety Bond Provider, for the issuance of the Surety Bond, in an amount equal to the Series 2017C Reserve Requirement, which qualifies as a Reserve Fund Credit Instrument under the Indenture, for the purpose of funding the Series Reserve Account in the Debt Service Reserve Fund applicable to the Series 2017C Bonds. See APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS— Summary of Certain Provisions of the Indenture.” The Series 2017C Bonds will only be delivered upon the issuance of the Surety Bond. The premium on the Surety Bond is to be fully paid at the issuance and delivery of the Series 2017C Bonds.

Under the Surety Bond, the Surety Bond Provider unconditionally and irrevocably agrees to pay to the Trustee or Paying Agent, for the benefit of the registered owners of the Series 2017C Bonds, that portion of the principal of and interest on Series 2017C Bonds that becomes (1) payable, with respect to principal, on the stated maturity date thereof or the date on which the same is duly call for mandatory sinking fund redemption (excluding any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity), or (2) payable, with respect to interest, on the stated date for payment of interest ((1) or (2), “Due for Payment”), which portion (a) is unpaid by reason of the failure of the Bond Bank to provide sufficient funds to the Paying Agent for payment in full of all principal and interest that is Due for Payment on the Series 2017C Bonds or (b) is Due for Payment and paid to an owner of the Series 2017C Bonds by or on behalf of the Bond Bank but recovered from such owner pursuant to the United States Bankruptcy Code by a

16 trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction ((a) or (b), “Nonpayment”).

The Surety Bond Provider will make payment as provided in the Surety Bond to the Trustee or Paying Agent on the later of (1) the business day on which principal or interest becomes Due for Payment or (2) the business day next following the business day on which the Surety Bond Provider receives notice of Nonpayment, in a form reasonably satisfactory to it.

The amount available under the Surety Bond for payment will not exceed the amount of the Series 2017C Reserve Requirement (the “Policy Limit”). The amount available at any particular time to be paid to the Trustee or Paying Agent under the terms of the Surety Bond will automatically be reduced by any payment under the Surety Bond. However, after such payment, the amount available under the Surety Bond will be reinstated in full or in part, but only up to the Policy Limit, to the extent of the reimbursement of such payment (exclusive of interest and expenses) to the Surety Bond Provider by or on behalf of the Bond Bank.

See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS—Debt Service Reserve Fund and Replenishment Thereof” and “OPERATION OF FUNDS AND ACCOUNTS—Debt Service Reserve Fund.”

PLAN OF FINANCING

The Refunded Bonds will be called for optional redemption on January 1, 2020 (the “Redemption Date”), at 100% of the principal amount thereof.

The refunding of the Refunded Bonds will be accomplished by depositing, concurrently with the issuance of the Series 2017C Bonds, a portion of the proceeds thereof, together with other moneys legally available therefor, in an escrow account (the “Escrow Account”), which will be held by Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), under an Escrow Deposit Agreement between the Bond Bank and the Escrow Agent, dated as of December 1, 2017. Moneys on deposit in the Escrow Account will be invested in noncallable and nonprepayable Governmental Obligations (as defined in APPENDIX C hereto), the principal of and interest on which, when due, together with earnings thereon and cash, if any, will provide sufficient moneys for the payment of the principal of and interest on the Refunded Bonds when due and the redemption price of the Refunded Bonds called for optional redemption on the Redemption Date. Upon such deposit and investment, the Refunded Bonds will no longer be outstanding under the Indenture, and the indebtedness with respect thereto will be discharged.

Grant Thornton LLP will deliver to the Bond Bank its attestation report indicating that it has examined, in accordance with standards established by the American Institute of Certified Public Accountants, the information and assertions provided by the Bond Bank and others. Included in the scope of its examination will be a verification of the mathematical accuracy of (1) the mathematical computations of the adequacy of the cash and the maturing principal of and interest on the Governmental Obligations deposited in the Escrow Account to pay the principal of and interest on the Refunded Bonds when due and the redemption price of the Refunded Bonds on the Redemption Date and (2) the mathematical computations supporting the conclusion of Bond Counsel and Co-Bond Counsel that the Series 2017C Bonds are not “arbitrage bonds” under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

The Refunded Bonds were issued to purchase an obligation of the City and thereby fund the cost of the construction, renovation, rehabilitation and installation of certain improvements to the City’s public roads, streets, sidewalks and other public facilities.

APPLICATION OF PROCEEDS OF SERIES 2017C BONDS

Set forth below is a summary of the estimated sources and uses of the proceeds of the Series 2017C Bonds:

Estimated sources of funds: Principal Amount of Series 2017C Bonds $ Net Original Issue [Premium] [Discount] Remaining Funds from Indenture ______Total

Estimated uses of funds: Deposit to Escrow Account $ Surety Bond Underwriters’ Discount Deposit to Bond Issuance Expense Account (1) ______Total

(1) Including legal, accounting, financial advisory and printing.

OPERATION OF FUNDS AND ACCOUNTS

The Indenture creates and establishes (1) the General Fund, (2) the Debt Service Reserve Fund and (3) the Rebate Fund, which will all be held, along with any Accounts and subaccounts established thereunder, by the Trustee.

General Fund

The Indenture creates and establishes within the General Fund the following Accounts, each of which has separate subaccounts for the Series 2017C Bonds:

General Account Redemption Account Bond Issuance Expense Account Escrow Account Hedge Payments Account

General Account. The Trustee will deposit in the General Account all payments on the Refunding Qualified Obligations and all income or gain on Investment Securities (as defined in APPENDIX C hereto) attributable to any Fund or Account. Moneys in the General Account of the General Fund will be disbursed in the following order of priority: (1) on the date of initial delivery of the Series 2017C Bonds, to purchase the Refunding Qualified Obligations pursuant to the Indenture; (2) not later than 10:00 a.m., Indianapolis time, one business day prior to each Interest Payment Date, to the Paying Agent such amounts as may be necessary to pay principal and interest coming due to on the Bonds on such Interest Payment Date; (3) to make Hedge Payments, if applicable; (4) to fund or replenish the Debt Service Reserve Fund; (5) when necessary, the reasonable Program Expenses, if any, provided they do not exceed the amounts set forth in the most recent Cash Flow Certificate, unless the excess Program Expenses are assessed under the Purchase Agreement; (6) upon direction of the Bond Bank, any amount necessary to make rebate payments; and (7) after making such deposits and disbursements and after the Trustee makes a determination of the amounts of Qualified Obligation Payments reasonably expected to be received in the next twelve months, to any other fund or account maintained by the Bond Bank, all moneys in the General Fund which, together with such expected receipts for the succeeding twelve months, are in excess of the amounts needed to pay principal and interest on the Bonds for the next twelve month period, provided the Trustee has received a Cash Flow Certificate to the effect that, after such transfer, Revenues expected to be received, together with moneys expected to be held in the Funds and Accounts, will at least equal debt service on all outstanding Bonds along with Program Expenses, if any.

Redemption Account. There will be deposited in the Redemption Account all moneys received upon the sale or optional or mandatory redemption (prior to maturity) of Qualified Obligations and all other moneys required to be

18 deposited therein pursuant to the Indenture. Moneys in the Redemption Account will be distributed as follows: (1) on the fifteenth day of each month, to the General Account, an amount equal to the principal which would have been payable during the following month if such Qualified Obligations had not been sold or redeemed prior to maturity; (2) on the second business day prior to each Interest Payment Date, if amounts in the General Account are not sufficient to make the payments of principal and interest required to be made on such date, to the General Account amounts in the Redemption Account available for such transfer and not otherwise committed under the Indenture to the redemption of Bonds for which notice of redemption has been given; and (3) after provision has been made for the payments required under (1) and (2) above, to (a) redeem Bonds of such maturity or maturities as may be directed by the Bond Bank, if such Bonds are then subject to redemption, (b) purchase Qualified Obligations permitted by the Indenture, (c) to the extent there are any excess moneys in the Redemption Account, transfer to the General Account, (d) purchase Bonds of such maturity or maturities as directed by the Bond Bank at the most advantageous price obtainable with reasonable diligence, whether or not such Bonds are then subject to redemption, or (e) make investments until the payment of the Series 2017C Bonds at their maturity or maturities as directed by the Bond Bank in accordance with the Indenture. Such price referenced in (b) above may not, however, exceed the redemption price which would be payable on the next ensuing date on which the Series 2017C Bonds so purchased are redeemable according to their terms, unless the Bond Bank provides the Trustee with a Cash Flow Certificate to the effect that the purchase at such price will not result in Revenues, together with moneys expected to be held in the Funds and Accounts, being less than an amount equal to the debt service on all outstanding Bonds and Program Expenses, if any. The Trustee will pay the interest accrued on any Bonds so purchased to the date of delivery thereof from the General Account and the balance of the purchase price from the Redemption Account, but no such purchase will be made by the Trustee within the period of 60 days next preceding an Interest Payment Date or a date on which such Bonds are subject to redemption. In addition, the Trustee may, upon written direction from the Bond Bank, transfer any moneys in the Redemption Account to the General Account if the Bond Bank provides the Trustee with a Cash Flow Certificate to the effect that, after such transfer and after any transfer from the General Account to the Bond Bank, Revenues, together with moneys expected to be held in the Funds and Accounts, will at least equal debt service on outstanding Bonds and Program Expenses, if any.

Bond Issuance Expense Account. The Trustee will deposit a portion of the proceeds of the Series 2017C Bonds in the Bond Issuance Expense Account for the purpose of paying items of expense payable or reimbursable directly or indirectly by the Bond Bank and related to the authorization, sale and issue of the Series 2017C Bonds, including the premium for the Surety Bond (such items, “Costs of Issuance”). Moneys in the Bond Issuance Expense Account will be disbursed to pay Costs of Issuance of the Series 2017C Bonds or to reimburse the Bond Bank for amounts previously advanced for such costs, upon the Trustee’s receipt of acceptable invoices or requisitions.

Escrow Account. The Trustee will deposit a portion of the proceeds of the Series 2017C Bonds in the Escrow Account. See “PLAN OF FINANCING.”

Hedge Payments Account. If the Bond Bank enters into any Hedge Agreements, on or before the business day preceding each payment date for Hedge Payments under any Hedge Agreements, the Bond Bank will transfer from the appropriate subaccount of the General Account into the comparable subaccount of the Hedge Payments Account an amount which, together with any other moneys already on deposit therein and available to make such payment, is not less than such Hedge Payments coming due on such payment date. Moneys in the Hedge Payments Account will be used solely to pay Hedge Payments under Hedge Agreements when due and payable. In the alternative, the Bond Bank may provide in the Supplemental Indenture that such Hedge Payments are subordinate to the payments on the Bonds.

Debt Service Reserve Fund

The Trustee will deposit in the Debt Service Reserve Fund all money required to be deposited therein pursuant to the Indenture, the Bond Ordinance or the Purchase Agreement, any moneys appropriated by the City to the Debt Service Reserve Fund and any other moneys directed by the Bond Bank; will invest such funds pursuant to the Indenture; and will disburse, except as otherwise provided in the Indenture, the funds held in the Debt Service Reserve Fund to the General Account, only if moneys in the General Account are insufficient to pay principal of and interest on the Bonds after making all transfers thereto required to be made from the Redemption Account. Notwithstanding the foregoing, the Trustee may disburse moneys in the Debt Service Reserve Fund to the trustee for the Qualified

Obligations to be used in accordance with the provisions of the Bond Ordinance relating to the uses of the Reserve Account (as defined in APPENDIX C hereto) established thereunder.

The Band Bank may satisfy all or any part of its obligation to maintain an amount in the Debt Service Reserve Fund at least equal to the Debt Service Reserve Requirement by depositing a Reserve Fund Credit Instrument in the Debt Service Reserve Fund.

If, on any Interest Payment Date or any maturity or mandatory redemption date (each, a “Principal Payment Date”), on any Bonds which have a claim on an Account of the Debt Service Reserve Fund, there is not on deposit in the applicable subaccount of the General Account a sufficient amount to pay the amount of principal or interest due on the Bonds, then the Trustee will transfer into the General Account from the applicable Account of the Debt Service Reserve Fund an amount not to exceed the deficiency in the General Account on such Interest Payment Date or Principal Payment Date. If the applicable Account of the Debt Service Reserve Fund contains a Reserve Fund Credit Instrument and cash and securities, the cash and securities in the applicable Account of the Debt Service Reserve Fund must be applied to remedy any deficiency completely before any demand is made on a Reserve Fund Credit Instrument. If the applicable Account of the Debt Service Reserve Fund contains more than one Reserve Fund Credit Instrument, each Reserve Fund Credit Instrument must be drawn down on a pro rata basis. If the amount of any Account of the Debt Service Reserve Fund is less than the applicable Debt Service Reserve Requirement because of such a withdrawal or as a result of an annual valuation under the Indenture, the Trustee will calculate the amount of such deficiency and then determine the monthly deposit necessary to restore the Account of the Debt Service Reserve Fund to the applicable Debt Service Reserve Requirement which will be equal to the difference between the applicable Debt Service Reserve Requirement and the amount of cash and securities and the balance available to be drawn on the applicable Reserve Fund Credit Instrument on such date divided by twelve. The provider of a Reserve Fund Credit Instrument which has been drawn upon may be reimbursed from amounts deposited in the applicable Account of the Debt Service Reserve Fund from the Revenues in accordance with the Indenture, including payments received for that purpose from the City.

Upon the issuance of the Series 2017C Bonds, the Debt Service Reserve Requirement will be provided by the Surety Bond deposited into the Series 2017C Reserve Account of the Debt Service Reserve Fund established for the Series 2017C Bonds, to satisfy the Debt Service Reserve Requirement. Upon the issuance of Additional Bonds, the Bond Bank will determine, in its discretion, whether or not such Additional Bonds will have a claim for payment of principal of and interest on the Debt Service Reserve Fund or any Account thereof. If the Bond Bank determines that the Additional Bonds will have a claim for payment on the Common Reserve Account for payment of principal of and interest on those Additional Bonds, then the Bond Bank will calculate the amount of the Common Reserve Requirement to reflect the issuance of those Additional Bonds. Any resulting increase in the amount of the Common Reserve Requirement may be funded in whole or in part by the deposit of cash, a Reserve Fund Credit Instrument or through monthly deposits as described below. If the Bond Bank determines that the Additional Bonds will not have a claim for payment on the Common Reserve Account, the Bond Bank may determine to create a Series Reserve Account for such Additional Bonds and establish a related Series Reserve Requirement. Such Series Reserve Account will be funded in an amount and manner to be set forth in a Supplemental Indenture authorizing the issuance of such Additional Bonds. In such event, such Additional Bonds will have a claim for payment on the Series Reserve Account as set forth therein. The Bond Bank may establish such Series Reserve Account for the benefit of one or more series of Additional Bonds. In addition, the Bond Bank may determine that a series of Additional Bonds will have no claim on any Account of the Debt Service Reserve Fund for payment of principal thereof and interest thereon. Funding of a Common Reserve Account, funding of a Series Reserve Requirement or funding of an increase in the Common Reserve Requirement will occur upon the issuance of the Additional Bonds.

For the purposes of establishing the amount held in the applicable Account of the Debt Service Reserve Fund, the Trustee will include an amount equal to the available principal amount which could be drawn by the Trustee on any applicable Reserve Fund Credit Instrument. Any cash held in an Account of the Debt Service Reserve Fund in excess of the applicable Debt Service Reserve Requirement will be transferred from time to time by the Trustee: (1) to the extent required pursuant to the Indenture, to the Rebate Fund; (2) any remaining excess attributable to investment earnings, in accordance with the provisions in the Bond Ordinance relating to excess investment earnings in the Reserve Account established thereunder; (3) any remaining excess attributable to funds received from the City pursuant to the Bond Ordinance to replace moneys deposited in the Debt Service Reserve Fund; and (4) any other moneys in excess of the Debt Service Reserve Requirement, to the General Account.

Notwithstanding anything to the contrary set forth in the Indenture, amounts on deposit in the Debt Service Reserve Fund with respect to the Series 2017C Bonds will be applied solely to the payment of debt service on the Series 2017C Bonds.

For so long as the Surety Bond remains in full force and effect, the following provisions will apply:

(1) The Bond Bank will repay any draws under the Surety Bond and pay all related reasonable expenses incurred by the provider of the Surety Bond. Interest will accrue and be payable on such draws and expenses from the date of payment by the provider at the Late Payment Rate. “Late Payment Rate” means the lesser of: (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank) plus 5%; and (ii) the then applicable highest rate of interest on the Series 2017C Bonds; and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate will be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event JPMorgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate will be the publicly announced prime or base lending rate of such national bank as the provider specifies.

(2) Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Policy Costs”) will commence in the first month following each draw, and each such monthly payment will be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw.

(3) Amounts in respect of Policy Costs paid to the provider of the Surety Bond will be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to such provider on account of principal due, the coverage under the Surety Bond will be increased by a like amount, subject to the terms of the Surety Bond.

(4) All cash and investments in the Debt Service Reserve Fund allocated to the Series 2017C Bonds will be transferred to the General Account for payment of debt service on the Series 2017C Bonds before any draw may be made on the Surety Bond or any other Reserve Fund Credit Instrument credited to the Debt Service Reserve Fund in lieu of cash. Payment of any Policy Costs will be made prior to replenishment of any such cash amounts. Draws on all Reserve Fund Credit Instruments (including the Surety Bond) on which there is available coverage will be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Debt Service Reserve Fund. Payment of Policy Costs and reimbursement of amounts with respect to other Reserve Fund Credit Instruments will be made on a pro-rata basis prior to replenishment of any cash drawn from the Debt Service Reserve Fund.

If the Bond Bank fails to pay any Policy Costs in accordance with the requirements of subparagraph (1) above, the provider of the Surety Bond will be entitled to exercise any and all legal and equitable remedies available to it, including those provided under the Indenture, other than (1) acceleration of the maturity of the Series 2017C Bonds or (2) remedies which would adversely affect owners of the Series 2017C Bonds.

The Indenture will not be discharged until all Policy Costs owing to the provider of the Surety Bond have been paid in full. The Bond Bank’s obligation to pay such amounts will expressly survive payment in full of the Series 2017C Bonds.

In order to secure the Bond Bank’s payment obligations with respect to the Policy Costs, there will be granted and perfected in favor of the provider of the Surety Bond a security interest (subordinate only to that of the owners of the Series 2017C Bonds) in the Trust Estate.

The Trustee will ascertain the necessity for a claim upon the Surety Bond and will provide notice to the provider of the Surety Bond in accordance with the terms of the Surety Bond at least five business days prior to each date upon which interest or principal is due on the Series 2017C Bonds. See “SURETY BOND.”

If a deficiency in or depletion of the Debt Service Reserve Fund below the Debt Service Reserve Requirement is projected in the Bond Bank’s annual budget, the Chairperson of the Bond Bank will certify such projected deficiency or depletion, including any amounts due and owing to a provider of a Reserve Fund Credit Instrument, to the City-County Council on or before December 1 of the year prior to the Fiscal Year in which the deficit is projected to occur or within 90 days of such projection, whichever is earlier. The Bond Bank will take all actions required or allowed by Indiana Code 5-1.4-5-4, as amended from time to time, to certify to the City-County Council any deficiency in or depletion of the Debt Service Reserve Fund, including any amounts due and owing to a provider of a Reserve Fund Credit Instrument, within 90 days of such deficiency or depletion, regardless of whether such deficiency or depletion was projected in the annual budget. Any deficiency or amount to be so certified will include any such deficiency or amounts due and owed, including interest and fees, as a result of a draw on an applicable Reserve Fund Credit Instrument to pay the final maturity of Series 2017C Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS—Debt Service Reserve Fund and Replenishment Thereof.”

Rebate Fund

The Rebate Fund will be established to comply with the provisions of Section 148 of the Code concerning the rebate of certain arbitrage earnings to the United States of America. Deposits into the Rebate Fund and disbursements from the Rebate Fund will be made as provided by the Indenture and as required by federal tax law applicable to the Series 2017C Bonds. The Rebate Fund is not subject to the lien of the Indenture and does not constitute a Fund or Account for purposes of the Indenture.

So long as any of the Bonds are outstanding and the Bond Bank is subject to a rebate obligation under the Code, the Bond Bank covenants to establish and maintain the Rebate Fund and to comply with the instructions relating to its ongoing rebate responsibilities delivered on the date of initial delivery of the of Bonds. Such instructions will set forth procedures which may be amended from time to time.

Amounts Remaining in Funds

Any amounts remaining in any Fund or Account, after full payment of all of the Bonds outstanding under the Indenture, any rebate owed to the United States of America and any fees, charges and expenses of the Trustee, will be distributed to the Bond Bank.

Investment of Funds

Moneys held as a part of any Fund or Account will be invested and reinvested by the Trustee upon the direction of the Bond Bank as continually as reasonably possible in Investment Securities, and in accordance with the provisions of the Act and the terms and conditions of the Indenture.

The Bond Bank will direct the Trustee (with such direction to be confirmed in writing) in the investment of such moneys. The Bond Bank will so direct the Trustee, and the Bond Bank and the Trustee will make all such investments of moneys under the Indenture, in accordance with prudent investment standards reasonably expected to produce the greatest investment yields while seeking to preserve principal, without causing any of the Bonds to be “arbitrage bonds” under the Internal Revenue Code. Any moneys in the Redemption Account will be invested only in Governmental Obligations as directed by the Bond Bank and any moneys in the Rebate Fund will be invested as directed by the Bond Bank from time to time.

All such investments will at all times be a part of the Fund or Account in which the moneys used to acquire such investments had been deposited and all investment earnings on such investments will be deposited in the General Account, except for (1) income and profits on investment of funds in the Rebate Fund, which will remain in the Rebate Fund, and (2) investment earnings on investment of funds in the Debt Service Reserve Fund, which will remain in the respective Accounts of the Debt Service Reserve Fund until the balance of such Fund or Account equals the Debt Service Reserve Requirement from time to time and thereafter be retained or disbursed as provided in the Indenture. Moneys in separate Funds and Accounts may be commingled for the purpose of investment or deposit. Any investment losses will be charged to the Fund or Account (including the Rebate Fund) in which moneys used to purchase such investment had been deposited. So long as the Trustee is in compliance with the Indenture, the Trustee will not be liable for any investment losses. Moneys in any Fund or Account (including the Rebate Fund) will be

22 invested in Investment Securities with a maturity date, or a redemption date determined by the owner of the Investment Securities at that owner’s option, which will coincide as nearly as practicable with times at which moneys in such Funds or Accounts (including the Rebate Fund) will be required for the purposes thereof. The Trustee will sell and reduce to cash a sufficient amount of such investments in the respective Fund or Account (including the Rebate Fund) whenever the cash balance therein is insufficient to pay the amounts contemplated to be paid therefrom at the time those amounts are to be paid.

For additional information on the operation of Funds and Accounts under the Indenture, see APPENDIX C “SUMMARY OF CERTAIN DOCUMENTS—Summary of Certain Provisions of the Indenture.”

BOND BANK

Powers and Purposes

The Bond Bank is a body corporate and politic separate from the City. The address of the Bond Bank is Suite 2342, City-County Building, 200 East Washington Street, Indianapolis, Indiana 46204. The Bond Bank was created by the Act for the purpose of buying and selling securities of certain qualified entities, including the City, the County, any special taxing district located wholly within the County, any entity whose tax levies are subject to review and modification by the City-County Council under Indiana Code 36-3-6-9, certain political subdivisions located wholly within the County, any charter school established under Indiana Code 20-24 that is sponsored by the Mayor of the City, and any authority created under Indiana Code 36 that leases land or facilities to any of the foregoing. The Bond Bank was created pursuant to the Act to help the qualified entities lower their respective borrowing costs by having the Bond Bank purchase their debt obligations at interest rates favorable to the qualified entities. To accomplish its purpose, the Bond Bank may issue bonds or notes. The Bond Bank also has general powers which include the power to enter into, make and perform contracts of every lawful kind to accomplish its purpose. The Bond Bank has no taxing power.

Board of Directors of Bond Bank

The Bond Bank is governed by a five-member board of directors appointed by the Mayor of the City. The directors appoint an executive director who serves as secretary-treasurer of the board. The directors each serve for terms of three years and may be reappointed. No director may be an officer of the City, the County or any other qualified entity. The current members of the board of directors, their positions and their principal occupations are as follows:

Name Position Term Expires Occupation

Dennis Charles Chairperson April 30, 2018 CPA, Charles Madden PC

Sarah Rubin Vice Chairperson April 30, 2018 Deputy Director for P3 Projects, State of Indiana Department of Transportation

Michael Carter Member April 30, 2018 Attorney, Cummins, Inc.

Bryan Moll Member April 30, 2018 Vice President, American Structurepoint

Dr. Terri Jett Member April 30, 2018 Associate Professor, Butler University

Sarah Riordan has served as Executive Director and General Counsel to the Bond Bank since January 2016. Before joining the Bond Bank, Ms. Riordan practiced law in Indianapolis, focusing her practice on civil litigation, white collar criminal defense and public entity law. Ms. Riordan previously served on the Indianapolis Marion County Board of Zoning Appeals and as a member of the Indiana Election Commission. Ms. Riordan earned a law degree from the Indiana University Maurer School of Law – Bloomington.

Kyle Willis, Associate Director and Chief Compliance Officer, has served as Project Manager and Senior Project Manager of the Bond Bank since November 2005, and is now the Associate Director and Chief Compliance Officer. Mr. Willis worked as a financial analyst for the Indianapolis Airport Authority from August 2004 to October 2005 before joining the Bond Bank. Mr. Willis holds a B.S. in Finance from Marian College.

Isaiah Kuch, Senior Project Manager, joined the Bond Bank in 2010 and serves as a Project Manager. He received his Bachelor’s degree in Economics from La Salle University in Philadelphia, Pennsylvania, in 2007, shortly after he entered the United States through The Lost Boys of Sudan Program. While at La Salle, he also minored in Business Administration. After his undergraduate studies, Mr. Kuch attended Indiana University, School of Public and Environmental Affairs (SPEA), where he received his Master’s degree in Public Financial Administration, Economic Development, and Policy Analysis. During his tenure at SPEA, as the Eads Fellow and the City of Indianapolis Urban Fellow, he worked at the Mayor’s Office of Enterprise Development.

Other Programs; Outstanding Indebtedness

Under the Act, the Bond Bank is authorized to issue other series of notes or bonds to finance different programs to accomplish its purposes. Under separate trust indentures and other instruments authorized under the Act, the Bond Bank has previously issued and had outstanding as of December 1, 2017, an aggregate long-term principal amount of approximately $3,731,597,182 in separate program obligations. All such obligations are and will be secured separately and independently and do not and will not constitute Bonds under the Indenture or for purposes of this Official Statement.

Further, as of the date of this Official Statement, the Bond Bank is considering undertaking other types of financings for qualified entities for purposes authorized by and in accordance with the procedures set forth in the Act. The obligations issued by the Bond Bank in connection with any and all such financings, if any, will be secured separately from the Series 2017C Bonds and will not constitute Bonds under the Indenture or for purposes of this Official Statement.

AVAILABILITY OF DOCUMENTS AND FINANCIAL INFORMATION

The City’s CAFR for the year ended December 31, 2016, and for certain prior years are currently available. The City’s CAFR is prepared annually and contains audited financial statements of the City. There is hereby included in this Official Statement, by this specific reference thereto, the information contained in the CAFR, which information should be read in its entirety in conjunction with this Official Statement. Copies of the audited financial statements of the City for the year ended December 31, 2016, are available upon request from the City Controller’s Office and may be viewed electronically at http://www.indy.gov/eGov/City/OFM/Finances/Pages/annual-reports.aspx. No financial reports related to the City are prepared on an interim basis and there can be no assurance that there have not been material changes in the financial position of the City since the date of the most recent available CAFR of the City.

Upon request and receipt of payment for reasonable copying, mailing and handling charges, the Bond Bank will make available copies of the City’s most recent CAFR, any authorizing or governing instruments defining the rights of owners of the Series 2017C Bonds or the owners of the Refunding Qualified Obligations and available financial and statistical information regarding the Bond Bank and the City. Requests for documents and payments therefor should be directed and payable to Ms. Sarah Riordan, Executive Director and General Counsel, The Indianapolis Local Public Improvement Bond Bank, Suite 2342, 200 East Washington Street, Indianapolis, Indiana 46204.

CONTINUING DISCLOSURE

Disclosure Contract

Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in its Rule 15c2-12, as amended (the “SEC Rule”), the Bond Bank will enter into a Continuing Disclosure Undertaking Agreement, to be dated the date of the issuance of the Series 2017C Bonds (the “Disclosure Contract”). The form of the Disclosure Contract is attached as APPENDIX D hereto.

Compliance by Bond Bank and City with Previous Undertakings

In the previous five years, neither the Bond Bank nor the City has failed to comply, in any material respect, with any previous undertaking in a written contract or agreement specified in subsection (b)(5)(i) of SEC Rule, as

24 amended, except to the extent that the following is deemed to be material. While the audited CAFR for the City has been filed on a timely basis, the Bond Bank, acting on behalf of the City and certain other qualified entities, failed to file, on a timely basis, certain annual financial information of the City for the fiscal years ended December 31, 2012, through December 31, 2015, and certain required event notices. In certain instances, the Bond Bank also failed to timely provide notices of failures to file certain annual financial information of the City with respect to the late filings described above. The Bond Bank identified the failed disclosures prompting the filing of corrective supplemental annual financial information. Neither the Bond Bank nor the City make any representation as to any potential materiality of such prior instances, as materiality is dependent upon individual facts and circumstances. The Bond Bank has implemented procedures to remedy the oversight and to ensure compliance with its annual continuing disclosure obligations in the future.

RATING

Moody’s Investors Service, Inc. (“Moody’s”), has assigned a rating of “Aa2” to the Series 2017C Bonds. This rating reflects only the view of Moody’s. An explanation of the rating may be obtained from Moody’s at 99 Church Street, New York, New York 10007.

Such rating reflects only the views of such rating agency, and there is no assurance that such rating will continue for any period of time or that such rating will not be revised downward or withdrawn entirely by such rating agency if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price or marketability of the Series 2017C Bonds. Neither the Bond Bank, the City nor any Underwriter has undertaken any responsibility to bring to the attention of the owners of the Series 2017C Bonds any proposed change in or withdrawal of such rating once received or to oppose any such proposed revision.

UNDERWRITING

The Series 2017C Bonds are being sold to Morgan Stanley & Co. LLC, Mesirow Financial, Inc., and Siebert Cisneros Shank & Co., L.L.C. (the “Underwriters”), pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”) with the Bond Bank. The Underwriters have agreed to purchase the Series 2017C Bonds at an aggregate purchase price of $______, which represents the par amounts thereof set forth on the inside cover hereof, [plus] [less] original issue [premium] [discount] of $______, and less an underwriting discount of $______. The Bond Purchase Agreement provides that the Underwriters will purchase all of the Series 2017C Bonds if any are purchased.

The Underwriters have agreed to make a bona fide public offering of all of the Series 2017C Bonds at prices not in excess of the initial public offering prices set forth or reflected on the inside cover page of this Official Statement. The Underwriters may sell the Series 2017C Bonds to certain dealers (including dealers depositing Series 2017C Bonds into investments trusts) and others at prices lower than the offering prices set forth or reflected on the inside cover hereof. The initial offering price may be changed from time to time by the Underwriters.

Morgan Stanley, parent company of Morgan Stanley & Co LLC., has entered into a retail distribution arrangement with Morgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute municipal securities to retail investors through the financial advisor network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Barney LLC for its selling efforts with respect to the Series 2017C Bonds.

FINANCIAL ADVISOR

Sycamore Advisors LLC (“Sycamore”) has served as financial advisor to the Bond Bank and the City with respect to the sale of the Series 2017C Bonds. As financial advisor, Sycamore has assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring, rating and issuance of the Series 2017C Bonds. In its role of financial advisor to the Bond Bank and the City, Sycamore has not undertaken either to make an independent verification of or to assume responsibility for the accuracy or completeness of the information contained in this Official Statement.

VERIFICATION OF CERTAIN MATHEMATICAL CALCULATIONS

The accuracy of certain mathematical computations showing that payments on the Refunding Qualified Obligations, together with other available revenues, have been structured to be sufficient to pay the principal of and interest on the Series 2017C Bonds when due will be verified by Sycamore.

The accuracy of certain mathematical computations showing the adequacy of the maturing principal of the Governmental Obligations held in the Escrow Account, together with an initial cash deposit therein, to provide for the payment of the principal of and premium, if any, and interest on the Refunded Bonds when due will be verified by Grant Thornton LLP, a firm of independent certified public accountants.

Such verifications will be based upon certain information and assumptions supplied by the Bond Bank and the Underwriters.

TAX MATTERS

In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel, and MWH Law Group LLP, Indianapolis, Indiana, Co-Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2017C Bonds is excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes. This opinion relates only to the exclusion from gross income of interest on the Series 2017C Bonds for federal income tax purposes under Section 103 of the Code and is conditioned on continuing compliance by Bond Bank and the City with the Tax Covenants (hereinafter defined). Failure to comply with the Tax Covenants could cause interest on the Series 2017C Bonds to lose the exclusion from gross income for federal income tax purposes retroactive to the date of issue. In the opinion of Krieg DeVault LLP, Indianapolis, Indiana, Bond Counsel, and MWH Law Group LLP, Indianapolis, Indiana, Co-Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2017C Bonds is exempt from income taxation in the State. This opinion relates only to the exemption of interest on the Series 2017C Bonds for State income tax purposes. See the form of opinion of Bond Counsel and Co-Bond Counsel contained in APPENDIX E.

The Code imposes certain requirements which must be met subsequent to the issuance of the Series 2017C Bonds as a condition to the exclusion from gross income of interest on the Series 2017C Bonds for federal income tax purposes. The Bond Bank and the City will covenant not to take any action, within its power and control, nor fail to take any action, with respect to the Series 2017C Bonds that would result in the loss of the exclusion from gross income for federal income tax purposes of interest on the Series 2017C Bonds pursuant to Section 103 of the Code (collectively, the “Tax Covenants”). Each of the Indenture and the Bond Ordinance and certain certificates and agreements to be delivered on the date of delivery of the Series 2017C Bonds establish procedures under which compliance with the requirements of the Code can be met. It is not an event of default under the Indenture if interest on the Series 2017C Bonds is not excludable from gross income for federal tax purposes or otherwise pursuant to any provision of the Code which is not in effect on the issue date of the Series 2017C Bonds.

The interest on the Series 2017C Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes. However, interest on the Series 2017C Bonds is included in adjusted current earnings in calculating corporate alternative minimum taxable income for purposes of the corporate alternative minimum tax.

Indiana Code 6-5.5 imposes a franchise tax on certain taxpayers (as defined in Indiana Code 6-5.5) which, in general, include all corporations which are transacting the business of a financial institution in the State. The franchise tax will be measured in part by interest excluded from gross income under Section 103 of the Code minus associated expenses disallowed under Section 265 of the Code.

Although Bond Counsel and Co-Bond Counsel have rendered opinions that interest on the Series 2017C Bonds is excluded from federal gross income and exempt from State income tax, the accrual or receipt of interest on the Series 2017C Bonds may otherwise affect a bondholder’s federal income tax or state tax liability. The nature and extent of these other tax consequences will depend upon the bondholder’s particular tax status and a bondholder’s other items of income or deduction. Neither Bond Counsel nor Co-Bond Counsel express an opinion regarding any other such tax consequences. Prospective purchasers of the Series 2017C Bonds should consult their own tax advisors

26 with regard to federal and State tax consequences of owning the Series 2017C Bonds other than those consequences set forth in the form of opinion of Bond Counsel and Co-Bond Counsel.

The foregoing does not purpose to be a comprehensive description of all of the tax consequences of owning the Series 2017C Bonds. Prospective purchasers of the Series 2017C Bonds should consult their own tax advisors with respect to the foregoing and other tax consequences of owning the Series 2017C Bonds.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Series 2017C Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. For example, separate bills have recently been passed by the United States House of Representatives and the United States Senate which, if reconciled and enacted, would, among other things, significantly change the income tax rates for individuals and corporations and repeal or modify the alternative minimum tax for tax years beginning after December 31, 2017. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may adversely affect the market price for, or marketability of, the Series 2017C Bonds. Prospective purchasers of the Series 2017C Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation.

ORIGINAL ISSUE DISCOUNT

The initial public offering price of the Series 2017C Bonds maturing on ______(collectively, the “Discount Bonds”), is less than the principal amounts payable at maturity. As a result, the Discount Bonds will be considered to be issued with original issue discount. The difference between the initial public offering price of the Discount Bonds, as set forth on the inside cover of this Official Statement (assuming it is the first price at which a substantial amount of that maturity is sold) (the “Issue Price” for such maturity), and the amount payable at maturity of the Discount Bonds will be treated as “original issue discount.” A taxpayer who purchases a Discount Bond in the initial public offering at the Issue Price for such maturity and who holds such Discount Bond to maturity may treat the full amount of original issue discount as interest which is excludable from the gross income of the owner of that Discount Bond for federal income tax purposes and will not, under present federal income tax law, realize taxable capital gain upon payment of the Discount Bond at maturity.

The original issue discount on each of the Discount Bonds is treated as accruing daily over the term of such Discount Bond on the basis of the yield to maturity determined on the basis of compounding at the end of each six- month period (or shorter period from the date of the original issue) ending on January 1 and July 1 (with straight line interpolation between compounding dates).

Section 1288 of the Code provides, with respect to tax-exempt obligations such as the Discount Bonds, that the amount of original issue discount accruing each period will be added to the owner’s tax basis for the Discount Bonds. Such adjusted tax basis will be used to determine taxable gain or loss upon disposition of the Discount Bonds (including sale, redemption or payment at maturity). Owners of Discount Bonds who dispose of Discount Bonds prior to maturity should consult their tax advisors concerning the amount of original issue discount accrued over the period held and the amount of taxable gain or loss upon the sale or other disposition of such Discount Bonds prior to maturity.

As described above under “TAX MATTERS,” the original issue discount that accrues in each year to an owner of a Discount Bond may result in certain collateral federal income tax consequences. Owners of any Discount Bonds should be aware that the accrual of original issue discount in each year may result in a tax liability from these collateral tax consequences even though the owners of such Discount Bonds will not receive a corresponding cash payment until a later year.

Owners who purchase Discount Bonds in the initial public offering but at a price different from the Issue Price for such maturity should consult their own tax advisors with respect to the tax consequences of the ownership of the Discount Bonds.

AMORTIZABLE BOND PREMIUM

The initial offering price of the Series 2017C Bonds maturing on ______(collectively, the “Premium Bonds”), is greater than the principal amount payable at maturity. As a result, the Premium Bonds will be considered to be issued with amortizable bond premium (the “Bond Premium”). An owner who acquires a Premium Bond in the initial public offering of the Discount Bonds will be required to adjust the owner’s basis in the Premium Bond downward as a result of the Bond Premium, pursuant to Section 1016(a)(5) of the Code. Such adjusted tax basis will be used to determine taxable gain or loss upon the disposition of the Premium Bonds, including sale, redemption or payment at maturity. The amount of amortizable Bond Premium will be computed on the basis of the taxpayer’s yield to maturity, with compounding at the end of each accrual period. Rules for determining (i) the amount of amortizable Bond Premium and (ii) the amount amortizable in a particular year are set forth at Section 171(b) of the Code. No income tax deduction for the amount of amortizable Bond Premium will be allowed pursuant to Section 171(a)(2) of the Code, but amortization of Bond Premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining other tax consequences of owning the Premium Bonds. Owners of Premium Bonds should consult their tax advisors with respect to the precise determination for federal income tax purposes of the treatment of Bond Premium upon the sale or other disposition of such Premium Bonds and with respect to the state and local tax consequences of owning and disposing of Premium Bonds.

Special rules governing the treatment of Bond Premium, which are applicable to dealers in tax- exempt securities, are found at Section 75 of the Code. Dealers in tax-exempt securities are urged to consult their own tax advisors concerning the treatment of Bond Premium.

RISK FACTORS

Purchasers of the Series 2017C Bonds are advised of certain risk factors with respect to the payment of the Refunding Qualified Obligations by the City and the payment of the Series 2017C Bonds by the Bond Bank. This discussion is not intended to be all-inclusive, and other risks may also be present.

Limited Obligations

The Series 2017C Bonds are limited obligations of the Bond Bank, payable solely from and secured exclusively by the Trust Estate, including: (1) all cash and securities held in the Funds and Accounts, including the Debt Service Reserve Fund, and the investment earnings thereon and all proceeds thereof (except to the extent transferred from the Funds and Accounts from time to time in accordance with the Indenture); (2) all Qualified Obligations, including the Refunding Qualified Obligations, acquired and held by the Trustee pursuant to the Indenture and the earnings thereon and all proceeds thereof, including all Qualified Obligation Payments; and (3) all Revenues. See “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS.”

Sources of Payment for Series 2017C Bonds

The ability of the Bond Bank to pay the principal of and interest on the Series 2017C Bonds depends upon the receipt by the Bond Bank of payments pursuant to the Refunding Qualified Obligations, including interest at the rates provided therein, from the City.

The primary source of payment of the Refunding Qualified Obligations by the City is the PILOT Revenues. Except for the Qualified Obligation Payments and the Debt Service Reserve Fund, there is no source of funds available to make up for any deficiencies in the event of one or more defaults by the City in such payments on the Refunding Qualified Obligations. There can be no assurance that the City will receive sufficient PILOT Revenues or otherwise have sufficient funds available to make its required payments on the Refunding Qualified Obligations. In the case of CWA’s failure to pay PILOTs as required, the City may pursue its legal remedies under the 2010 PILOT Ordinance, the Asset Purchase Agreement and the PILOT Act. For a description of procedures for providing for the payment of Refunding Qualified Obligations, see “SECURITY AND SOURCES OF PAYMENT FOR SERIES

2017C BONDS—Security for Refunding Qualified Obligations” and “—Enforcement of Refunding Qualified Obligations.”

PILOT Act

Under the PILOT Act, the PILOTs may not exceed the amount of property taxes that would have been levied by the City-County Council upon the Tangible Property, if the Tangible Property were not exempt from property taxation. In its order on July 13, 2011, approving CWA’s acquisition of the Wastewater System from the Sanitary District, the Indiana Utility Regulatory Commission (the “IURC”) found the schedule of PILOTs reasonable, in the public interest and recoverable in rates, but (1) required CWA to report to the IURC each year the difference between the amount of the PILOTs and the amount of property tax that would have been levied and (2) reserved the right to consider additional action should the scheduled PILOTs ever exceed the amount of property tax that would have otherwise been levied. As a result, any decrease in the amount of property taxes that would have been levied upon the Tangible Property, because of a decrease in the assessed value of the Tangible Property, a decrease in the tax rate on the Tangible Property or any other reason, may reduce the amount of the PILOTs. There can be no assurance that any such reduction in the amount of the PILOTs would not cause the amount of the PILOT Revenues to be insufficient to pay the principal of and interest on the Refunding Qualified Obligations.

Under the PILOT Act, the PILOTs imposed on the Wastewater System may be paid only from the cash earnings of the Wastewater System remaining after provisions have been made to pay for current obligations of the Wastewater System, including (1) operating and maintenance expenses, (2) payment of principal and interest on any bonded indebtedness, (3) depreciation or replacement fund expenses, (4) bond and interest sinking fund expenses and (5) any other priority fund requirements required by law or by any bond ordinance, resolution, indenture, contract or similar instrument binding on the Wastewater System. As a result, any decrease in the cash earnings of the Wastewater System or any increase in current obligations of the Wastewater System may reduce the amount of the PILOTs. There can be no assurance that any such reduction in the amount of the PILOTs would not cause the amount of the PILOT Revenues to be insufficient to pay the principal of and interest on the Refunding Qualified Obligations.

CWA

The ability of the Bond Bank to pay the principal of and interest on the Series 2017C Bonds, and the ability of the City to pay the principal of and interest on the Refunding Qualified Obligations, depends upon the ability of CWA to pay the PILOTs at the times and in the amounts required by the PILOT Act, the 2010 PILOT Ordinance and the Asset Purchase Agreement. There can be no assurance that CWA will be able to pay the PILOTs.

Failure to Appropriate Funds to Restore Debt Service Reserve Fund

The Bond Bank will maintain a debt service reserve for the Series 2017C Bonds and the provisions of Indiana Code 5-1.4-5 apply to the Series 2017C Bonds. Indiana Code 5-1.4-5 requires that, if there is a deficiency in a debt service reserve fund securing certain obligations of the Bond Bank, the Chairperson of the Bond Bank must certify the amount of such deficiency to the City-County Council for its consideration on whether to appropriate funds to restore the debt service reserve fund to its requirement. The Chairperson of the Bond Bank, before December 1 of each year, or within 90 days of an actual or projected deficiency, whichever is earlier, is required under the Indenture to make and deliver to the City-County Council a certificate stating the sum required to restore the Debt Service Reserve Fund to the Debt Service Reserve Requirement.

The City-County Council may determine to appropriate funds to the extent of any deficiency in the Debt Service Reserve Fund. However, the City-County Council is not and cannot be obligated to appropriate any such funds. See “SECURITY AND SOURCES OF PAYMENT FOR BONDS—Debt Service Reserve Fund and Replenishment Thereof.”

Tax Status

The Bond Bank has covenanted under the Indenture to take all qualifying actions and not to fail to take any qualifying actions that would result in the loss of the exclusion from gross income for federal tax purposes of interest on any of the Series 2017C Bonds pursuant to Section 103 of the Code, as in effect on the date of issuance of the

Series 2017C Bonds, nor will the Bond Bank act in any other manner which would adversely affect such exclusion; and it will not make any investment or do any other act or thing during the period that the Series 2017C Bonds are outstanding which would cause any of the Series 2017C Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, as in effect on the date of issuance of the Series 2017C Bonds. Failure by the Bond Bank to comply with such covenants could cause the interest on the Series 2017C Bonds to be taxable retroactive to the date of issuance. Also, in connection with the purchase of the Refunding Qualified Obligations, the Bond Bank will receive an opinion of Bond Counsel and Co-Bond Counsel to the effect that, conditioned upon continuing compliance by the City with certain covenants made in connection with the issuance of the Refunding Qualified Obligations, the interest on the Refunding Qualified Obligations is excludable from the gross income of the holder thereof for federal income tax purposes under existing statutes, decisions, regulations and rulings. However, the interest on the Refunding Qualified Obligations could become taxable if the City fails to comply with certain of such covenants, including, without limitation, the covenant to rebate or cause to be rebated, if necessary, to the United States government all arbitrage earnings with respect to the Refunding Qualified Obligations under certain circumstances and the covenant to take all actions and to refrain from such actions as may be necessary to prevent the Refunding Qualified Obligations from being deemed to be “private activity bonds” under the Code. Such an event could in turn adversely affect the exempt status of the interest on all of the Series 2017C Bonds retroactive to the date of issuance. See “TAX MATTERS.”.

Changes in Law

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Series 2017C Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. For example, separate bills have recently been passed in the United States House of Representatives and the United States Senate which, if reconciled and enacted, would, among other things, significantly change the income tax rates for individuals and corporations and repeal or modify the alternative minimum tax for tax years beginning after December 31, 2017. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may adversely affect the market price for, or marketability of, the Series 2017C Bonds. Prospective purchasers of the Series 2017C Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation. See “TAX MATTERS.”

Limited Remedies

The remedies available to the Trustee, the Bond Bank or the owners of the Series 2017C Bonds upon the occurrence of an event of default under the Indenture, the Bond Ordinance, the 2010 PILOT Ordinance, the Series 2017C Bonds, the Refunding Qualified Obligations or the Purchase Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the United States Bankruptcy Code), the remedies provided in the Indenture, the Bond Ordinance, the 2010 PILOT Ordinance, the Series 2017C Bonds, the Refunding Qualified Obligations or the Purchase Agreement may not be readily available or may be limited.

Forward-Looking Statements

This Official Statement and its appendices contain statements relating to future results that are “forward- looking statements.” When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ materially from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and those differences could adversely affect the availability of the PILOT Revenues to pay the principal of and interest on the Refunding Qualified Obligations and thereby adversely affect the ability of the Bond Bank to pay the principal of and interest on the Series 2017C Bonds.

LITIGATION

Bond Bank

Upon delivery of the Series 2017C Bonds, an authorized officer of the Bond Bank will certify that no litigation or proceeding is pending or, to the best of the Bond Bank’s knowledge, threatened in any court, agency or other administrative body against the Bond Bank seeking to restrain or contest the issuance, sale, execution or delivery of the Series 2017C Bonds, affecting the security pledged under the Indenture or in any way affecting the validity of any provision of the Series 2017C Bonds, the resolution authorizing the Series 2017C Bonds, the Indenture, the Purchase Agreement or the pledges or applications of any money or securities provided for the payment of the Series 2017C Bonds, or contesting the creation, organization or existence of the Bond Bank, or the title of any of the members or other officers of the Bond Bank to their respective offices.

City

Upon the issuance of the Refunding Qualified Obligations, an authorized officer of the City will certify with respect to the City that no litigation or proceeding is pending or, to the best of the City’s knowledge, threatened, in any court, agency or other administrative body against the City seeking to restrain or contest the issuance, sale, execution or delivery of the Refunding Qualified Obligations, affecting the security pledged under the Bond Ordinance, or any proceedings of the City taken with respect to the Refunding Qualified Obligations or the application of any moneys or security provided for the payment of the Refunding Qualified Obligations, or in any way contesting or affecting the validity of the PILOTs, the Refunding Qualified Obligations, the Bond Ordinance, the 2010 PILOT Ordinance or the Purchase Agreement.

ENFORCEABILITY OF REMEDIES

The remedies available (1) to the Trustee or the holders of the Series 2017C Bonds upon a default under the Indenture, (2) to the Trustee or the Bond Bank under the Refunding Qualified Obligations, the Purchase Agreement, the Bond Ordinance or the 2010 PILOT Ordinance or (3) to any party seeking to enforce the pledges securing the Series 2017C Bonds or the Refunding Qualified Obligations described herein (collectively, the “Pledges”) are in many respects dependent upon judicial actions, which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the United States Bankruptcy Code), the remedies provided (or which may be provided) in the Indenture, the Purchase Agreement, the Refunding Qualified Obligations, the Bond Ordinance or the 2010 PILOT Ordinance or to any party seeking to enforce the Pledges, may not be readily available or may be limited. Under federal and State environmental laws, certain liens may be imposed on property of the Bond Bank or the City from time to time, which lien may have priority over the lien on the Qualified Obligation Payments pledged to owners of the Series 2017C Bonds under the Indenture or over the liens pledged to the owner of the Refunding Qualified Obligations under the Bond Ordinance or the 2010 PILOT Ordinance.

The various legal opinions to be delivered concurrently with the delivery of the Series 2017C Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally, by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and by public policy. These exceptions would encompass any exercise of the federal, State or local police powers (including the police powers of the City) in a manner consistent with the public health and welfare. Enforceability of the Indenture, the Purchase Agreement, the Bond Ordinance, the 2010 PILOT Ordinance and the Pledges in a situation where such enforcement may adversely affect public health and welfare may be subject to these police powers.

CERTAIN LEGAL MATTERS

Certain legal matters incident to the authorization, issuance, sale and delivery of the Series 2017C Bonds and with regard to the tax status of the interest thereon (see “TAX MATTERS”) will be passed upon by Bond Counsel and Co-Bond Counsel. Signed copies of those opinions, dated and premised on facts and law existing as of the date of original delivery of the Series 2017C Bonds, will be delivered to the purchaser at the time of the original delivery of the Series 2017C Bonds substantially in the forms included in APPENDIX E hereto. Certain legal matters will be

31 passed upon for the Bond Bank by its General Counsel, for the City by the Corporation Counsel of the City, and for the Underwriters by Barnes & Thornburg LLP, Indianapolis, Indiana.

The engagement of Bond Counsel and Co-Bond Counsel is limited generally to the examination of the documents contained in the transcript of proceedings and the law incident to rendering the approving legal opinions referred to above and the rendering of such approving legal opinions. In their capacity as Bond Counsel and Co-Bond Counsel, they have reviewed those portions of this Official Statement under the captions “SERIES 2017C BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR SERIES 2017C BONDS,” “OPERATION OF FUNDS AND ACCOUNTS,” “TAX MATTERS,” “ORIGINAL ISSUE DISCOUNT,” “AMORTIZABLE BOND PREMIUM” and “CERTAIN LEGAL MATTERS” and APPENDIX C and APPENDIX E hereto. Neither Bond Counsel nor Co-Bond Counsel has examined or attempted to examine and verify any of the financial or statistical statements or data contained in this Official Statement.

The various legal opinions to be delivered concurrently with the delivery of the Series 2017C Bonds express the professional judgment of the attorneys rendering the opinions on the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

SERIES 2017C BONDS AS LEGAL INVESTMENTS

Pursuant to the Act, all Indiana financial institutions, investment companies, insurance companies, insurance associations, executors, administrators, guardians, trustees and other fiduciaries may legally invest sinking funds, money or other funds belonging to them or within their control in bonds or notes issued by the Bond Bank, including the Series 2017C Bonds.

AGREEMENT WITH STATE

The Act provides that the State will not limit or restrict the rights vested in the Bond Bank to fulfill the terms of any agreement made with the owners of the Series 2017C Bonds or in any way impair the rights or remedies of the owners of the Series 2017C Bonds for so long as the Series 2017C Bonds are outstanding.

MISCELLANEOUS

The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is made to all such documents for full and complete statements of all matters of fact relating to the Series 2017C Bonds, the security for the payment of the Series 2017C Bonds and the rights of the owners thereof. During the period of the offering, copies of drafts of such documents may be examined at the offices of the Underwriters. Following delivery of the Series 2017C Bonds, copies of such documents may be examined at the offices of the Bond Bank.

Any statements made in this Official Statement involving matters of opinions or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information presented herein since the date hereof. This Official Statement is submitted in connection with the issuance and sale of the Series 2017C Bonds and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract or agreement between the Bond Bank, the City or any Underwriter and the purchasers or owners of any Series 2017C Bonds.

The preparation, distribution and delivery of this Official Statement has been duly authorized by the Board of Directors of the Bond Bank.

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

By: Dennis Charles, Chairperson

[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A

CONSOLIDATED CITY OF INDIANAPOLIS COUNTY OF MARION STATE OF INDIANA

GENERAL INFORMATION

Incorporated in 1832, the Consolidated City of Indianapolis (“the City,” “Indianapolis”) and Marion County, Indiana (“the County”) is the largest city in the state of Indiana (“State”) and the 15th largest city in the nation with a population of 855,164 and a metropolitan statistical area (“MSA”) population of almost two million people. Encompassing a land area of 402 square miles, Indianapolis is located in the geographic center of the state and serves as its political, physical, economic, and cultural capital.

The City’s general obligation bonds are rated AAA by Fitch, Aaa by Moody’s, and AA by Standard & Poor’s. The City’s other debt, principally revenue bonds and notes, is rated to reflect the creditworthiness of the supporting revenue.

Indianapolis has a stable and diversified economy with employment rates and per capita income that historically has outperformed both state and national averages. The Indianapolis Chamber of Commerce reported over 6,145 new jobs and over $511 million in capital investments that came to the city as of early December 20171. Indianapolis is home to several of the state’s largest public companies, including: Anthem, Inc. (ANTM), Eli Lilly and Co. (LLY), Simon Property Group Inc. (SPG), Calumet Specialty Products Partners LP (CLMT), Allison Transmission Holdings Inc. (ALSN), and Duke Realty Corp. (DRE). The city is also a logistics center that features the world’s second-largest FedEx Corp (FDX) hub, United Parcel Service Inc. (UPS), Celadon Group Inc. (CGI), Schneider National Inc. (SNDR), and others2.

In transportation, the Indianapolis International Airport (IND) has announced 12 new flights and 7 new destinations in 2017, including the first transatlantic nonstop flight. Service from IND to Paris begins in 2018. The airport has added 38 flights since 2014 and currently serves 49 unique nonstop destinations. In addition to contributing over $5.4 billion dollars to the Indianapolis economy and providing a workforce of 22,600 area jobs, IND was voted Best Airport in North America by Airports Council International (fifth consecutive year) and Best Airport in the U.S. by readers of Condé Nast Traveler (fourth consecutive year). Known as the Crossroads of America, Indianapolis is connected to the rest of the nation by four major Interstate Highways, making it a prime destination for distribution and shipping.

The Indianapolis area is served by 347 K-12 schools, with a population of over 134,000 students distributed among 11 public school districts. The city is home to 10 universities and higher education institutions with over 63,000 students enrolled in 2016 as well as several technical and vocational education programs. These include Indiana University-Purdue University Indianapolis (IUPUI), Butler University, University of Indianapolis, Marian University, Ivy Tech Community College, and others.

With almost 25,000 employees, Indianapolis is a major hub for the life sciences industry, with companies such as Dow AgroScience LLC (DWDP), Eli Lilly and Co., Roche Diagnostics (RHHBY), Express Scripts (ESRX), Covance Inc. (CVD), and Anthem Inc. operating in the city. Indiana is the 2nd largest life science exporting state in

1 The Indianapolis Chamber of Commerce. “Successful Project List – 12.11.2017.” The Indianapolis Chamber of Commerce. Report. 2 The Indianapolis Chamber of Commerce. "Indianapolis Region Largest Logistics Companies." Indy Partnership. Web.

A-1 the U.S., behind only California3. Indiana exported $9.6 billion worth of products in 2015, nearly 1/3 of the state’s total exports.

Healthcare services are an essential component of the city, which is evident in its substantial growth over the past five years. Sidney & Lois Eskenazi Hospital, Marion County’s public hospital and the oldest and largest public health care system in Indiana, was completed in December 2013 to replace Wishard Memorial Hospital. The cost of the new facility was over $750 million. Eskenazi Hospital houses Level I Trauma and Burn Units along with psychiatric, long-term, outpatient, and other care centers. Indiana University Health (“IU Health”) serves as the largest and most comprehensive healthcare system in the state. IU Health operates three hospitals in the city, including the state’s largest private hospital IU Health Methodist, Riley Hospital for Children at IU Health, and IU Health University Hospital. IU Health Methodist is located in the northwest sector of downtown Indianapolis and is planning a major $1 billion project to build a new medical center at its downtown campus. Riley Hospital for Children at IU Health expanded to include the Simon Family Tower at the cost of approximately $475 million. Riley Hospital has been distinguished as the state’s only nationally ranked children’s hospital by U.S. News & World Report. IU Health University Hospital, in collaboration with the Indiana University School of Medicine, serves as the most significant teaching hospital in the state. The Indiana University Simon Cancer Center, adjacent to IU Health University Hospital, completed a $153.6 million 405,000 square feet expansion in 2008 which houses additional operating rooms and treatment and care facilities. These hospitals have a statewide and regional reach through their extensive facilities and seven Centers of Excellence such as cardiovascular, cancer, neuroscience, and extensive transplant surgery and care.

Downtown Indianapolis continues to see dramatic growth in employment, residential and cultural opportunities. Indiana-based diesel and power generator manufacturer, Cummins (CMI), opened its Distribution Business Unit Headquarters in downtown Indianapolis in early 2017. Noteworthy mixed-use developments, including CityWay, Indy Axis, Penrose on Mass, Millikan on Mass, Artistry, 360 Market Square, Pulliam Square, The Whit, and others have or soon will contribute over 1,000 new residential units by the end of 2017 and hundreds of thousands of square feet of retail space within central Indianapolis4. Economic development projects currently underway in Indianapolis include 16 Tech, an “innovation community” that will house the Indiana Biosciences Research Institute (IBRI) and office space for advanced industries including life sciences and tech, as well as live/work/play opportunities to attract talent and spur job growth. Rolls-Royce Corporation is investing over $400 million in modernizing its military engine manufacturing facilities downtown. Additionally, a $260 million redevelopment is planned for the former Coca-Cola Bottling Site along Massachusetts and College Avenues. The location will include 400,000-square- feet of retail and office space, 400 residential units, a parking garage, and a boutique hotel. Ambrose Property Group has acquired the former General Motors Stamping Plant site. The Indianapolis firm wants to redevelop the 103-acre site into a $550 million project that includes apartments, offices, retail, a hotel, and green space along the White River. The City is also targeting a new approach to spur real estate development projects across the city while minimizing its financial risk through the use of Developer-Backed Bond financings. In 2017, Forbes Magazine ranked Indianapolis as America’s best city for renters in 2017, highlighting its astonishingly high levels of affordability.

The completion of Lucas Oil Stadium in 2008, with over 67,000 seats and a retractable roof, gave the Indianapolis Colts a new home. The stadium has enabled the city to host Super Bowl XLVI, the 2010 and 2015 NCAA Men’s Division I Basketball Tournament’s Final Four, and the Big Ten Football Championship (through 2021). Bankers Life Fieldhouse, completed in 1999, is the home of the Indiana Pacers and the 2012 WNBA Championship Winner, the Indiana Fever. The Fieldhouse also serves as the primary venue for concerts and entertainment events for the city. In December 2017, the National Basketball Association announced that Indianapolis has been selected to host the 70th NBA All-Star Game in February 20215. Victory Field is home to the Indianapolis Indians, a Minor League Baseball Triple-A affiliate of the Pittsburgh Pirates. All three of these major sports facilities are within walking

3 BioCrossroads. “Indiana’s Life Sciences Industry Economic Impact Climbs to $63 Billion.” BioCrossroads. Web. 4 Tikijian Associates. "2016 Indiana Apartment Market." Tikijian Associates. Web. 5 National Basketball Association. “Indianapolis to Host NBA All-Star 2021.” NBA. Web.

A-2 distance or connected by the Indianapolis Skywalk system to the Indiana Convention Center, which was expanded in 2010 to make Indianapolis the best convention city in the nation, according to USA Today in 2014. In the arts, Indianapolis offers the historic Hilbert Circle Theatre, which serves as the home of the renowned Indianapolis Symphony Orchestra; the Indiana Repertory Theatre; and the Phoenix Theatre, Indiana’s only professional contemporary theatre. The Phoenix is currently in the process of relocating to an $8.5 million 20,000-square-foot facility, just a few blocks away from its original site.

In addition to the sports and concert facilities listed above, tourist destinations include the Indianapolis Zoo, the Indiana State Museum, the NCAA Headquarters, the Eiteljorg Museum of American Indians and Western Art, the Children’s Museum of Indianapolis, and Newfields: A Place for Nature & The Arts (previously known as the Indianapolis Museum of Art). Further, the city’s expanding culinary scene has been recognized by Condé Nast Traveler as “the most underrated food city in the U.S.” Zagat named Indianapolis No. 15 among “The 26 Hottest Food Cities of 2016,” noting that “the Indy food scene has evolved with serious, elevated precision.” Travel and Leisure magazine rated Indianapolis as one of the ‘50 Best Places to Travel’ in 2017, calling the city “poised to become America’s next big destination.”

The Indianapolis region has emerged in recent years among the fastest-growing technology service sectors in the country. According to the Brookings Institution, over 5,000 digital services jobs have been added in the Indianapolis region between 2010 and 2015. Salesforce.com, Inc. (CRM), an industry leader in information technology, announced the addition of 800 new jobs in Indianapolis, after relocating its regional headquarters to the Salesforce Tower Indianapolis (Indiana’s tallest building, formerly known as Chase Tower). In the city, approximately 45% of new jobs in 2016 have been in the IT sector, including Matchbook Creative (20); Sigstr (111); Torchlite (140); and Octiv (22). myCOI, a provider of cloud-based software for tracking and managing certificates of insurance, announced plans to expand its headquarters in Indianapolis. The expansion plans to add 185 jobs by 2021 in addition to moving its 36 current employees to downtown Indianapolis. Time Inc.’s Money report lists Indianapolis as one of the 20 hottest cities for tech jobs, evidenced by job growth in the technology sector. Most recently, Glassdoor named Indianapolis as the second-best city in the U.S. for jobs opportunities, noting hiring opportunity, cost of living, and job satisfaction.

ECONOMIC AND DEMOGRAPHIC INFORMATION

Indianapolis is Indiana’s capital and largest city and accounts for almost 13% of the state’s population. Table A illustrates the city’s steady population growth since the 1980 census and the increase in the city’s growth rate in the past five years. Since 2010, the population has grown by over 4%, adding an average of 5,787 residents each year. This rate of growth is almost twice that of the state as a whole (2.3%).

Table A POPULATION

City of Marion Indiana Year Indianapolis County 1980…………………………………………………… 711,539 765,233 5,490,224 1990…………………………………………………… 741,952 797,159 5,544,159 2000…………………………………………………… 781,870 860,454 6,080,485 2010…………………………………………………… 820,445 903,393 6,483,802 2016*………………………………………………….. 855,164 941,229 6,633,053

*July 2016 Estimate

Source: Indiana Business Research Center at Indiana University’s Kelley School of Business. STATS INDIANA.

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Employment continues to grow strongly in the Indianapolis region, as of September 2017 it has increased by 4% (42,463 jobs) since 2015 and 103,091 jobs since 20106. With a workforce exceeding 1 million people, the Indianapolis MSA is the economic engine for the state. The city has a diverse distribution of businesses and industry, with average earnings per job of $69,353. In September 2017, nearly 1 in 3 workers in Indiana worked in the Indianapolis MSA region (Table B). These employment numbers are further reflected in the Indianapolis MSA’s 3.4% unemployment rate for September 2017.

Table B EMPLOYMENT AS OF SEPTEMBER 2017 As a Indianapolis Indiana Percent MSA of IN Labor Force……………………………………………... 1,051,688 3,341,796 31.4% Employment………………………………………...... 1,016,007 3,215,421 31.6% Unemployment……………………………………...... 35,661 126,375 28.2% Unemployment Rate……………………………………. 3.4% 3.8%

Source: U.S. Department of Labor, Bureau of Labor Statistics. September 2017.

As of September 2017, unemployment in the Indianapolis MSA had dropped a full 1.1 percentage points (compared to the 2015 annual average, below) to 3.4% and is below the September 2017 unemployment rate for the state of Indiana (3.8%) and almost one percentage point lower than the U.S. national average (4.2%) (Table C).

Table C AVERAGE UNEMPLOYMENT RATE

Marion Indianapolis United Indiana County MSA States 2012………………………………….. 9.3% 8.1% 8.3% 8.1% 2013………………………………….. 8.5% 7.4% 7.7% 7.4% 2014………………………………….. 6.5% 5.7% 5.9% 6.2% 2015………………………………….. 5.0% 4.5% 4.8% 5.3% 2016………………………………….. 3.9% 4.0% 4.0% 4.6% 2017* ………………………………… 3.7% 3.4% 3.8% 4.2%

*As September 2017

Source: U.S. Department of Labor, Bureau of Labor Statistics

The city’s active life sciences concentration is evidenced by its four largest employers in 2016: St. Vincent Hospitals and Health Services (17,398 employees); IU Health (11,810); Eli Lilly and Company (11,479); and Community Health Network (10,402) (Table D). However, the city’s employment base is diverse, with these four largest employers comprising only 11.04% of total employment and the Trade, Transportation, and Utilities sector containing 20.9% of total jobs in September 2017 (Table E).

6 U.S. Department of Labor. "Local Area Unemployment Statistic Indianapolis-Carmel-Anderson, IN MSA." September 2017.

A-4

Table D PRINCIPAL EMPLOYERS AS OF DECEMBER 31, 2016

Percentage of total Employee city employment* St. Vincent Hospital & Health Services…………………… 17,398 3.7% Indiana University Health…………………………………. 11,810 2.5% Eli Lilly and Company…………………………………….. 11,479 2.4% Community Health Network………………………………. 10,402 2.2% Wal-Mart…………………………………………………... 8,830 1.9% Marsh Supermarkets………………………………………. 8,000 1.7% Kroger……………………………………………………... 7,840 1.6% Indiana University (IUPUI Campus)…………………...…. 7,365 1.5% Peyton Manning Children's Hospital at St. Vincent……….. 7,000 1.5% Indiana University School Of Medicine…………………... 6,000 1.2%

* Percentage of total city employment is calculated by using entire Employed Labor Force, available at www.stats.indiana.edu. Source: Indianapolis Chamber of Commerce.

Table E EMPLOYMENT BY INDUSTRY AS OF SEPTEMBER 2017

Indianapolis MSA Employed %

Trade, Transportation & Utilities………………………………….. 225,100 20.9% Professional and Business Services……………………………….. 171,500 15.9% Educational and Health Services………………………………….. 156,500 14.5% Government……………………………………………………….. 135,400 12.6% Leisure and Hospitality……………………………………………. 111,100 10.3% Manufacturing……………………………………………………... 91,800 8.5% Financial Activities………………………………………………... 69,700 6.5% Construction……………………………………………………….. 54,200 5.0% Other Services……………………………………………………... 46,000 4.3% Information………………………………………………………… 15,200 1.4% Mining & Lodging……………………………………...…………. 800 0.1%

Total……………………………………………………………….. 1,077,300 100.0%

Source: U.S. Department of Labor, Bureau of Labor Statistics. September 2017.

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A-5

Similarly, the City is not reliant on any one business or industry for tax revenue, with the Top 20 Taxpayers accounting for only 8% of total revenues and the Top 20 representing less than 10% of the City’s Total Assessed Value (Table F). The level of Per Capita Income (PCI) in the Indianapolis region exceeded both national and state averages in 2016 (Table G), with the growth rate approximating the national rate. Part of the increase may be attributable to rising levels of education, with the percentage of the population over 25 years of age in Marion County with college educations or higher reaching 28.3% in 2015 (versus a statewide average of 24.1%) -- up from 22.3% in 2005, according to the U.S. Census Bureau. In 2010, the Bureau noted that Indianapolis was #4 in the United States in college degree attainment growth from 2000-2008.

Table F TEN LARGEST CITY OF INDIANAPOLIS TAXPAYERS

Percentage Pay Year of Total 2016 Taxable City Assessed Taxable Value Employer Type of Business Assessed (in thousands) Value* Eli Lilly and Company Pharmaceutical $ 1,215,794 2.8% Citizens Energy Group Utility 460,423 1.0% Indianapolis Power and Light Company Utility 262,042 0.6% Federal Express Corporation Shipping and Packaging 245,659 0.5% Convention Headquarters Hotels, LLC Hotel 180,811 0.4% Hertz Indianapolis 111 Monument, LLC Transportation 154,456 0.3% American United Life Insurance Company Insurance 112,906 0.2% Verizon Wireless Telecommunications 90,704 0.2% SVC Manufacturing Manufacturing 88,554 0.2% Castleton Square, LLC Commercial Real Estate 80,872 0.1%

Top 10 Total…………………………………………………... $ 2,892,221 6.8% Top 20 Total…………………………………………………... $ 3,501,000 8.2%

*Represents the March 1, 2015, valuations for taxes due and payable in 2016 as represented by the taxpayer. Amounts in thousands. The net assessed valuation was determined using public records from the Marion County Treasurer's Office.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2016.

Table G PER CAPITA INCOME

Marion Indianapolis United Indiana County MSA States 1980……………………………………… $10,440 $10,227 $9,321 $10,153 1990……………………………………… 20,521 20,037 17,685 20,542 2000……………………………………… 32,271 32,823 28,159 30,602 2010……………………………………… 41,100 40,803 35,080 40,277 2016……………………………………… 48,253 49,681 44,253 49,246

Source: U.S. Department of Commerce, Bureau of Economic Analysis. November 2016.

A-6

STRUCTURE OF GOVERNMENT

On January 1, 1970, the governments of the City and that of Marion County (“County”) were unified and their form of service delivery consolidated, thereby extending the City’s boundaries to generally coincide with those of the County. Four municipalities (Beech Grove, Lawrence, Speedway, and Southport) located within the County boundaries were explicitly excluded from most functions of the Consolidated City by the Consolidating Act. The consolidated government provides for a mayor and a 25–member legislative council for nine townships (Image A). The mayor is the chief executive officer of the Consolidated City and may serve unlimited four-year terms. The mayor enjoys broad appointive powers, including deputy mayors, department heads, board and commission members and the controller and corporation counsel. Each councilor is elected from a single-member district. Because the mayor’s powers extend to the entire county, residents of the town of Speedway and the cities of Beech Grove, Lawrence, and Southport, the municipalities not affected by the reorganization, vote for the mayor as chief county executive.

Since the adoption of the consolidated form of government for the City and County, known as “Unigov,” governmental services within the area of Unigov are provided by 46 different units of local government, including the Consolidated City, Marion County, five independent municipal corporations, 11 school corporations, nine townships, 12 towns, the four excluded cities, two library boards, and one conservancy district. Various individual taxing districts reside within the Consolidated City and Marion County and were created to coincide with user benefit district boundaries then existing or as extended by the consolidating act. The Consolidated City is a taxing district. Limitations of the various districts are such that a resident may be a member of one district and not another. Therefore, the resident’s geographic location within Marion County determines the governmental unit and taxing district rates to be combined in calculating the specific tax rate. As a result of the diverse areas in which services are provided by the 46 different governmental units, Marion County is broken down into 61 different geographical areas for purposes of tax rate determination.

Image A

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THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK

The Indianapolis Local Public Improvement Bond Bank (the “Bond Bank”) was created in 1985 for the purpose of buying and selling securities of certain Qualified Entities (“QEs”), including the City, County, all of the City’s special taxing districts, all entities with tax levies that are subject to review and modification by the City-County Council, and individual authorities or entities that lease land or facilities to QEs. The Bond Bank manages the outstanding debt and guides QEs through debt issuance and management.

THE QUALIFIED ENTITY (THE CITY OF INDIANAPOLIS)

Debt service for the Refunding Bonds will be funded from certain payments in lieu of taxes ("PILOTs") paid to the City by CWA Authority, Inc. as further described in Appendix B. The Refunding Bonds will be issued by the Qualified Entity, which is a municipal corporation located in Marion County. As of December 31, 2016, the outstanding general obligation debt for the Consolidated City is $85,898,0007.

DESCRIPTION OF PROPERTY TAX LEVY AND COLLECTION SYSTEM

Property taxes levied for all governmental entities located within the County are collected by the Treasurer of Marion County (“treasurer”). These taxes are then distributed by the Auditor of Marion County (“auditor”) to the City and the other governmental entities on June 30th and December 31st of each year. The City and the other political entities can request advances of their portion of the collected taxes from the treasurer once the levy and tax rates are certified by the Indiana Department of Local Government Finance. The Indiana Department of Local Government Finance typically approves the levy on or before February 15th of the year following the property tax assessment.

The City’s property taxes are levied on assessed valuations determined by the Assessor of Marion Count (“assessor”) as of March 1st of each year (before the year 2016, and January 1st after that), and are adjusted for estimated appeals, deductions, and exemptions by the auditor. The lien date for property taxes is March 1st or the assessment date; however, the City does not recognize a receivable on the lien date, as the amount of property tax to be collected cannot be measured until the levy and tax rates are certified in the subsequent year. Taxable property is assessed at 100% of market value. Taxes for the first half of the year are due and payable to the Treasurer by May 10th of each year. For the second half of the calendar year, taxes are due and payable to the Treasurer by November 10th. Property taxes outstanding at year-end, net of allowance for uncollectible accounts, are recorded as a receivable in the governmental fund and government-wide financial statements. However, for the governmental fund financial statements, all property tax receivable amounts are reported as deferred inflows of resources.

The City has a strong record of tax collections, averaging close to a 98% collection rate for all years, for the last five years.

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7 This number is reflected as $103,746,000 on the ILPIBB Annual Bond & Note Report. The City made a prepayment in December 2016, however based on the Trust Indenture documents, the debt wasn’t relieved and recognized by Trustee and the ILPIBB until January 1st, 2017.

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Table H

NET ASSESSED VALUATION (DOLLARS IN THOUSANDS)

Indianapolis Consolidated Payable Year Consolidated City County 2012…………………………………………………...... $33,408,078 $35,734,078 2013…………………………………………………….. 33,385,304 35,693,267 2014…………………………………………………….. 31,760,083 33,971,641 2015…………………………………………………….. 35,494,623 37,955,137 2016…………………………………………………….. 36,103,487 38,549,199

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016.

Table I

PROPERTY TAX LEVIES AND COLLECTIONS (DOLLARS IN THOUSANDS) Tax Collected Within The Total Collections Levied Fiscal Year Of The Levy Collections To Date Fiscal Year For The In Percentage Percentage Ended Fiscal Amount Subsequent Amount(b) Of Levy Of Levy December 31 Year Years(a) 2012……… 195,321 185,118 94.8% 6,927 192,045 98.3% 2013……… 186,122 179,501 96.4% 6,725 186,226 100.1% 2014……… 214,798 198,358 92.3% 6,931 205,289 95.6% 2015……… 195,944 188,572 96.2% 4,913 193,485 98.7% 2016……… 194,983 193,413 99.2% — 193,413 99.2%

(a) Beginning in 2011, delinquent collections were broken down by original levy year in the information provided by Marion County Treasurer. Data regarding the prior year collections are not available and therefore is not included in this table. (b) Tax increment revenues are not included in the collected amounts because there is no separate tax levy for them.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016. Schedule 10, page 140.

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Table J

ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY (DOLLARS IN THOUSANDS) Total Residential Commercial Industrial Personal Taxable Fiscal year Other Property Property Property Property Assessed Value (a) (b) 2012…….. 15,978,644 13,498,295 3,298,832 5,467,373 868,354 39,111,498 2013…….. 16,191,259 13,110,440 3,189,252 5,841,671 888,684 39,221,306 2014…….. 18,171,183 13,464,533 3,103,892 5,972,597 842,391 41,554,596 2015…….. 18,103,687 13,437,532 3,096,297 6,160,989 977,912 41,776,417 2016…….. 18,531,258 13,631,932 3,139,384 6,325,056 903,782 42,531,412

Note: Tax-exempt property for 2016 of $859,420 represents charitable organizations and other deductions. Government property is not assessed.

(a) Represents the assessment (Marion County Auditor's "certified abstract") on March 1 of the prior year for taxes due and payable in the year indicated. (b) In 2016, total taxable assessed value includes $3,982,213 of assessed valuation for Marion County Tax Increment Financing Districts.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016. Schedule 7, page 137.

Table K TAX REVENUES BY SOURCE – GOVERNMENTAL FUNDS (MODIFIED ACCRUAL BASIS) (DOLLARS IN THOUSANDS) Local Wheel Fiscal year Property Other (a) Total Taxes Income Tax Tax 2012……………………… 279,254 174,342 12,433 21,637 487,666 2013……………………… 280,596 154,273 12,978 19,973 467,820 2014……………………… 297,905 164,582 13,250 21,324 497,061 2015……………………… 287,170 206,838 14,645 20,579 529,232 2016……………………… 299,225 266,834 13,644 21,625 601,328

(a) Includes financial institution and other local taxes.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016. Schedule 6, page 136.

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FISCAL POLICIES

A. Fiscal Year/Accounting System

The City of Indianapolis operates on a January-December fiscal year. Its financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year the levy and tax rates are certified. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Additional information concerning the City’s accounting system can be found in the Comprehensive Annual Financial Report (“CAFR”), available online at CAFR.indy.gov.

B. Fund Structure

The City reports the following major governmental funds:

The General Fund - The City’s primary operating fund. It accounts for all financial resources of the general government, except those required to be considered for in another fund.

The Revenue Bond Debt Service Fund - Accounts for the resources accumulated and payments made for principal and interest of debt of the Tax Increment Finance Districts (“TIF”) and on debt issued for specific other public works projects such as Stormwater and Transportation.

The Metropolitan Thoroughfare District Capital Projects Fund - Accounts for all financial resources related to projects constructed wholly or in part from Metropolitan Thoroughfare District bond issue proceeds (except tax increment bonds) and any participating federal and state grants, including any required City local matching funds.

The City also reports two other fund types:

Internal Service Funds - Account for the accumulation of resources to provide for the financing of workers’ compensation and auto liability, and health self-insurance for all City departments, as well as provide for the centralization of certain payments of awards, refunds, and indemnities.

Fiduciary Funds - Classified into subgroupings of Agency Funds and Pension Trust Funds. Funds in this classification are used to account for assets held by the City in a fiduciary capacity. Agency Funds are custodial in nature and account for monies conducted on behalf of contractors, police, and firefighters’ retiree health insurance costs, the E-911 dispatch program, and for confiscated items related to public safety activities. Pension Trust Funds are those funds held in trust for disbursement to covered employees. The City records expenditures for pension obligations as payments are made to pensioners.

C. Budget Process

The City is required by state statute and City-County Council (“Council”) ordinance to adopt annual budgets for all subfunds of the General Fund; all Special Revenue Funds except the Cable Franchise PEG Grants Fund; all Debt Service Funds; the City Cumulative Capital Development, the County Cumulative Capital Development, and the Fire Cumulative Capital Projects Funds; and the Police Pension and Firefighters Pension Trust Funds to the object level of control. These budgets require Council approval and

A-11 are prepared for each departmental division and approved at the five object levels of expenditure (personal services, supplies, other services and charges, capital outlay, and internal charges). Also, control is achieved for additional capital projects funds by the original bond resolutions that are required by state statute to be approved by the Council for all bond issues for taxing units within the Consolidated City. These originating bond resolutions serve as the basis for the appropriations for capital projects. These provisions do not lapse at year-end. All other City sources of finance for capital projects are required to be appropriated within the providing City budgetary fund. Control over spending from funds, which are not subject to the Council appropriation process, is accomplished by the requirement that all disbursements of such funds be made only to a budgeted fund.

The Council may amend appropriations by transferring unencumbered appropriations from one object to another within the same fund, and may also make additional contributions to the extent of unappropriated fund balances. Transfers of appropriations from one-line item to another within the object level of control may be approved by City management.

The budget information disclosed includes the budget ordinances as amended. Internal charges are recorded as expenditures in one fund and negative spending in the receiving fund. Budgeted disbursements may exceed estimated revenues as appropriations contemplate the utilization of beginning fund balances. Except for Capital Project Funds (excluding Cumulative Capital Development Funds) and certain Special Revenue Funds, unencumbered appropriations lapse with the expiration of the budgetary period. All budgets are prepared on the cash basis of accounting except revenues received in the current year but budgeted for in a prior year and that encumbrances and specific accounts payable are treated as expenditures. The budget follows the process set forth below:

1) Before July 1st, the department directors, in conjunction with the mayor’s staff and the City Controller (“controller”), develop budgets for the subsequent calendar year for the individual divisions within their respective departments.

2) In July, the controller prepares the budget ordinances, which are introduced by the mayor to the Council at the first August Council meeting. In developing these budgets, the controller adds the June 30th cash and investment balances to estimated revenues to be received and expenditures to be incurred from July 1st through December 31st in arriving at a December 31st “projected budgetary fund balance.” The projected budgetary fund balance and estimated revenues for the ensuing year are reduced by that year’s budgeted expenditures in developing the amount to be funded from ad valorem property taxes to the extent of the maximum levy. By using this procedure, any actual results favorable or unfavorable to those estimated for any year are incorporated into the subsequent year’s budget.

3) The Council assigns the introduced budgets to the appropriate Council Committees. In August and September, each Council Committee holds public hearings on a budget of the department or division for which it is responsible.

4) Before Council budget ordinances are approved by the Council, they are advertised by the controller twice in a local newspaper before the last Council meeting in September. The Council may not pass a budget above the level announced. The mayor may veto separate items of an approved budget ordinance, but the Council may override a veto by a two-thirds vote.

5) The Indiana Department of Local Government Finance makes the final review of the budget. It can revise, reduce, or restore on appeal budgets, levies, and tax rates removed by the City-County Council. Except for Debt Service Funds, the Indiana Department of Local Government Finance may

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not increase a budget, levy, or tax rate above the level initially advertised. If the budget seeks to exceed the tax limits of the state control laws, an excess levy may be granted if the excess levy meets state law requirements, and is approved by the Indiana Department of Local Government Finance. The Indiana Department of Local Government Finance is required to certify the budgets, levies, and rates by February 15th.

6) The City’s maximum permissible annual ad valorem property tax levy is restricted by Indiana law, with particular adjustments and exceptions, to the prior year’s maximum permissible ad valorem property tax levy adjusted by the average growth factor in nonfarm income in the State of Indiana.

D. Annual Capital Improvement Plan Development Process

The City maintains a five-year Capital Improvement Plan (“CIP”) for Transportation, Parks, and Stormwater. On an annual basis, the City’s Department of Public Works (“DPW”) updates the five year CIP by surveying the conditions of the City’s infrastructure and grading the level of infrastructure. Infrastructure designated as ‘in need of repair’ or ‘in poor condition’ is prioritized and becomes the basis for developing and updating the CIP, with input from the Council. Concerning transportation infrastructure, DPW uses the Pavement Condition Index, which helps identify areas of focus by assigning a numerical rating for the condition of road segments within the network, with 0 being the worst condition and 100 the best. Historically, the most extensive category of transportation infrastructure funding has been focused on sidewalks, bridges, and concrete resurfacing.

E. Office of Finance and Management

The Office of Finance and Management (“OFM”) is charged with the fiscal management of City and County government. Appointed by the mayor, the controller ensures that financial assets of the government are protected. The office is responsible for the annual City and County budgets, financial reporting, accounting policy for the City and County, cash management, disposal of surplus assets, and federal audit relationships with transactions accounted for in the Consolidated County subfund of the General Fund.

The Division of Purchasing, which reports to the controller, acts as the central purchasing agent for all City and County government offices with transactions accounted for in the Consolidated County subfund of the General Fund. The division has responsibility for obtaining all necessary materials, equipment, and services.

The Human Resources division reports to the controller. This division is responsible for all personnel-related functions for the City, the County, the police department, and the fire department. The division provides analysis of personnel changes, recommendations for pay grades, performance reviews of employees, and upkeep of employee information, benefits, and job status.

F. Cash Management and Investments

As of December 31, 2016, the City had cash deposits and investments of $634 million8. The City’s investment portfolio is subject to Indiana Code, which authorizes the City to invest in U.S. Government and agency obligations, fully collateralized repurchase agreements, Certificates of Deposit, open-end money market mutual funds and individual Indiana municipal issuers. In general, the City’s policy is to follow the objectives of security, liquidity and return on investments, with investments structured to match cash flow

8 City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2016. Page 37.

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requirements and no more than 25% of the portfolio having maturities more than two years. All investments held as of December 31, 2016, were rated Aaa/AAA, except for U.S. Treasuries, and the State’s “TrustINdiana” fund. Any cash deposits at banks more than federal FDIC insurance limits are insured by the Indiana Public Deposit Insurance Fund. Not one investment represented more than 5% of total expenditures.

G. Audits

The City is required to undergo a single annual audit in conformity with the provisions of the U.S. Code of Federal Regulations. Information relating to the audit can be obtained from OFM upon request.

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H. City Budget 2018

The Council adopted the 2018 Mayor's Budget on October 9, 2017.

Table L HISTORIC ACTUAL REVENUE AND EXPENDITURES (DOLLARS IN THOUSANDS)

General Fund 2016 2015 2014 2013 2012

Revenues: Taxes ...... $406,273 $342,817 $324,222 $304,495 $324,225 Licenses and Permits……………………………………………………... 13,952 14,249 12,010 13,457 14,632 Charges for Services……………………………………………………… 73,605 63,479 56,726 56,178 58,799 Intergovernmental Revenues……………………………………………... 108,206 110,395 114,020 111,205 109,550 Intergovernmental Interest, Other…………………………...... 21,662 28,003 29,808 22,630 23,114 Total Revenues……………………………………...... 623,698 558,943 536,786 507,965 530,320

Expenditures:

Current: General Government………………………….…………………………... 23,101 23,476 22,446 21,107 23,943 Public Safety………………………………….…………………………... 440,223 434,532 419,307 408,657 365,697 Public Works……………….....………………………………………….. 105,742 105,921 111,616 98,653 98,169 Health and Welfare……………………………………………………….. 2,015 870 489 142 149 Culture and Recreation……………….…………………………………... 13,333 11,733 11,747 12,978 13,824 Urban Redevelopment and Housing…….………………………………... 3,785 3,946 4,588 3,482 4,705 Economic Develop and Assistance…….…………………...... 1,438 1,308 1,408 1,574 1,711 Total Current Expenses…………………………………………... 589,637 581,786 571,601 546,593 508,198

Debt Service..…………………………………………………………………….. 2,213 2,138 2,348 1,666 742 Capital Outlays…………………………………………………………...... 20,021 58,352 50,205 73,387 82,402 Net Transfers In and Others………………………………………………………. 48,912 62,066 31,396 45,677 37,358 Net Changes in Fund Balance……………………………………………………. 60,736 (21,627) (55,972) (68,004) (23,664)

Fund Balances at the Beginning of Year…………………………...... 203,480 224,747 280,719 348,723 372,387 Fund Balance at End of Year…………………………………………………….. $264,219 $203,480 $224,747 $280,719 $348,723

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016. Page 95.

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Table M GENERAL FUND NON-GAAP BASIS (BUDGETARY) (DOLLARS IN THOUSANDS) Projected Budgeted Actual Revenue 2018 2017 2016 Taxes…………………………………………………………....…… $382,977 $368,601 $406,334 Licenses and Permits………………………………...... 14,076 13,447 13,657 Charges for Services……………………………………………….... 74,552 66,889 67,423 Intergovernmental Revenues………………………………………... 69,061 51,325 48,952 Traffic Violations and Courts Fees………………………………….. 3,918 2,284 2,418 Intragovernmental Revenues………………………………………… 2,421 2,417 1,821 Interest and Other Operating Revenues……………………………… 17,842 14,873 16,514 Total Revenue…………………...... $564,847 $519,837 $557,119

Expenditures Current: General Government………………………………………………….. 29,795 32,749 25,820 Public Safety………………………………………………………….. 419,845 402,994 384,609 Public Works…...…………………………………………………….. 109,659 109,535 107,588 Health and Welfare…...………………………………………………. 1,133 4,472 4,237 Culture and Recreation…...…………………………...... 25,709 25,694 13,713 Urban Redevelopment and Housing………...………...... 7,750 7,497 3,428 Economic Development and Assistance……………………...... 1,419 2,381 1,408 Capital Outlays………………………………………………...... 32,233 29,409 19,251 Total Expenditures…………………………...... $627,543 $614,731 $560,054 Deficiency of Revenues Under Expenditures……………………………... ($62,695) ($94,903) ($2,935)

Other Financing Sources: Sale and Lease of Property……………………………………………. 535 320 945 Transfers in…………………………………………………………… 53,315 52,914 49,444 Total Other Financing Sources……………………... $53,850 $53,234 $50,389

Revenues Under Expenditures and Other Financing Sources………………. (8,845) (41,669) 47,454 Fund Balance at the Beginning of Year…………………………………….. 228,252 $241,790 180,733 Cancellation of Purchases Orders and Other……………………………… - 28,131 13,603 Fund Balances at End of Year……………………………………...... $219,407 $228,252 $241,790

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2016, and the 2017/2018 Budget. Page 80.

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In 2016, the Council formally adopted the Government Finance Officers Association (GFOA) recommended fund balance policy, which requires the City to maintain an unassigned fund balance at a minimum of 10% and total unrestricted fund balances at a minimum of 17% of General Fund expenditures (see, City-County General Resolution No. 5, 2016, Proposal No. 204, 2016). The City ended 2016 with an unassigned general fund balance of $94 million or 15.4% of General Fund expenditures.

Table N FUND BALANCES – GOVERNMENTAL FUNDS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) (DOLLARS IN THOUSANDS) 2016 2015 2014 2013 2012 General Fund: Nonspendable……………………………. $ $ — $ — $ — $ — — Restricted……………………………….... 89,454 35,306 32,069 42,256 34,950 Committed……………………………….. 2,749 9,207 37,992 70,457 134,151 Assigned…………………………………. 77,923 79,775 83,902 76,815 96,691 Unassigned………………………………. 94,093 79,192 70,784 91,191 82,931 Total General Fund………………… $264,219 $ 203,480 $ 224,747 $ 280,719 $348,723

All Other Governmental Funds: Nonspendable……………………………. $1,180 $1,959 $2,275 $3,138 $1,872 Restricted………………………………… 308,953 317,629 271,375 221,517 259,101 Committed……………………………….. — — — — — Assigned…………………………………. — — — — — Unassigned………………………………. (68) (322) (364) (2,155) (5,586) Total All Other Government Funds. $310,065 $ 319,266 $ 273,286 $ 222,500 $255,387

Effective in 2011, the City implemented GASB Statement No. 54; the new fund balance classifications are disclosed above.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2012, through and including 2016. Page 134.

OUTSTANDING DEBT/CATEGORIES OF DEBT

The City issues General Obligation bonds and notes, which are secured by ad valorem property taxes levied, as well as bonds and notes that are guaranteed by other revenue sources. The City’s outstanding General Obligation Debt as of December 31, 2016, was $85,898,000. Per capita, general obligation debt in FY 2016 was $90.24. Direct debt service represented approximately 3.4% of total expenditures in FY 2016. These figures would include lease rentals if the initial revenue payment was ad valorem property taxes. The City issued an additional $70,321,000 in General Obligation Debt in early 2017. Under Indiana law, political subdivisions are required to fund their debt obligations payable from ad valorem property taxes. If a political subdivision fails to pay debt service due in a calendar year, the Treasurer of the State of Indiana must pay the unpaid debt service obligations due from funds in the State’s possession that would otherwise be distributed to the political subdivision.

In addition to the security for the individual bonds and notes, many Bond Bank bonds have an additional level of security, commonly referred to as Moral Obligation (“MO”) back-up. The total amount of debt with the MO pledge as of December 31, 2016, is $830,310,000. Under Indiana law, to maintain debt service reserve funds (DSRF) at the required levels, the Council may annually appropriate funds necessary to restore the reserve funds. The Chairperson of the Bond Bank must, within 90 days or before December 1st of each year, whichever is earlier, certify to the Council the amount required in the event of a projected or actual deficit in the DSRF for that purpose. Although Council approval is not necessary to make the appropriation, it adopted an ordinance in 1985 indicating its general

A-17 intention to consider doing so. In addition, at the time of the approval of each debt issue secured by the MO, the Council is notified of the use of the MO. The Bond Bank has never drawn upon the Moral Obligation. TIF bonds are secured by revenues of all property taxes on real and depreciable personal property of designated taxpayers more than those attributable to the Base Assessed Value. The City’s outstanding TIF debt as of December 31, 2016, is $691,394,982.

Certain road infrastructure debt is funded with dedicated wheel, gas, and motor excise tax revenue. Outstanding debt of this revenue pledge was $74,300,000 as of December 31, 2016.

Stormwater infrastructure debt is secured by a pledge of net revenues of the City of Indianapolis Stormwater District, which are defined as gross revenues remaining after operation and expenses. Revenues are generated through the assessment and collection of stormwater fees, which are assessed on a per parcel basis. As of December 31, 2016, the outstanding stormwater revenue debt was $99,790,000.

Table O

FUND BALANCES – GOVERNMENTAL FUNDS (MODIFIED ACCRUAL BASIS OF ACCOUNTING) (IN THOUSANDS, EXCEPT PER CAPITA)

Net General Bonded Debt Outstanding General Percentage of Obligation Actual Taxable Per Capita(a) Fiscal Year Bond Value of Property(b) 2007…………………………………… $305,051 0.557% $344.85 2008…………………………………… 319,441 0.611% 367.91 2009…………………………………… 293,756 0.640% 327.55 2010…………………………………… 265,900 0.589% 294.98 2011…………………………………… 218,188(c) 0.529% 256.27 2012…………………………………… 210,616(c) 0.462% 216.57 2013…………………………………… 180,800(c) 0.409% 190.33 2014…………………………………… 157,574(c) 0.328% 160.60 2015…………………………………… 129,860(c) 0.251% 121.71 2016…………………………………… 85,898(c)(d) 0.181% 90.24

Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements.

(a) Population data can be found in the CAFR’s schedule 16. (b) Property value data can be found in the CAFR’s schedule 7. (c) As part of the purchase agreement of the wastewater facilities, Citizens Energy Group agreed to fund the remaining sanitary district general obligation debt in the amount of $41,803 as it comes to maturity through 2018. (d) This number is reflected as $103,746 on the ILPIBB Annual Bond & Note Report. The City made a prepayment in December 2016, however based on the Trust Indenture documents, the debt wasn’t relieved and recognized by Trustee and the ILPIBB until January 1st, 2017.

Source: City of Indianapolis. Comprehensive Annual Financial Report for the year ended December 31, 2007, through and including 2016. Page 142.

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DEBT MANAGEMENT POLICY The Bond Bank adopted and implemented a Debt Management Policy on December 15, 2015. The purpose of the Debt Management Policy is to establish guidelines and to provide a framework for making decisions concerning the planning, issuance, use, and management of debt. The objectives of this policy are: to preserve the public trust and establish well-considered decisions that positively impact current and future Marion County citizens, to achieve minimum borrowing costs for QE’s, to preserve access to capital markets for QE’s, and to ensure future financial flexibility for QE’s. By implementing this policy, the Bond Bank limits exposure risk posed by variable rate debt and swap agreements.

The policy is available in the Bond Bank website at www.indianapolisbondbank.com/about/policies/.

PENSIONS AND OTHER POSTEMPLOYMENT BENEFITS

A. Pension Plans

The City participates in four separate pension plans: the 1953 Police Pension Fund, the 1937 Firefighters’ Pension Fund (collectively, the “Pre-1977 Plans”); the 1977 Police Officers’ and Firefighters’ Pension and Disability Fund (“1977 Plan”); and the Indiana Public Employees’ Retirement Fund (“PERF”).

The Pre-1977 Plans are single-employer pension plans covering police officers and firefighters hired before May 1, 1977. As of December 31, 2015, the Pre-1977 Plans had 1,615 retirees or beneficiaries receiving benefits and a total of 33 current employees who are vested in the plans. These plans are closed to new members.

The City pays the benefits due under these plans on a “pay-as-you-go” basis. However, the State has reimbursed the City for the entire annual cost of pension benefits for members of the Pre-1977 Plans since 2009, under House Enrolled Act 1001 (P.L. 146-2008). Under Section 840 of P.L. 146- 2008, effective July 1, 2008 and for property taxes first due and payable after December 31, 2008, the Department of Local Government Finance

“shall reduce the maximum permissible ad valorem property tax levy of any civil taxing unit and special taxing district by the amount of the payment to be made in 2009 by the state of Indiana, under IC 5-10.3-11, as amended by this Act, for benefits to members (and survivors and beneficiaries of members) of the 1925 police pension fund, the 1937 firefighters pension fund and the 1953 police pension fund.”

The Indiana Public Retirement System (“INPRS”) annually calculates the pension benefit payments actuarially for that year. Pension Relief payments are made in June and September, and an annual report is filed with the State on actual payments made. The State compares the difference between the actuarially determined number and the actual and makes the City whole in the following year’s pension relief payments.

In 2014 the City paid $57.179 million, and the State reimbursement was $57.926 million.

In 2015, the City paid $58.536 million, and the State reimbursement was $57.266 million.

In 2016, the City paid $56.488 million, and the State reimbursement was $56.861 million.

In its 2016 financial statements, the City reported a Net Pension Liability for the Pre-1977 Police Plan of $432.305 million and the Pre-1977 Firefighters Plan of $399.594 million. These liabilities were calculated with the parameters of Governmental Accounting Standard Board (“GASB”) 68 and are based on an assumed discount rate of 3.23%, among other assumptions. Additional information about the Pre-1977 Plans may be found in the City’s CAFR. No separately issued financial statements are available for these Plans.

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The 1977 Plan is a cost-sharing, multiple-employer retirement defined benefit plan established by Indiana Code §36-8-8 for police officers and firefighters hired after May 1, 1977 (or those hired prior who elected to convert to the plan). This is an open plan. The Plan is administered by the INPRS and is governed by the INPRS Board. Benefits are established by statute and may only be amended by the Indiana General Assembly. The plan is funded on an actuarial basis.

The INPRS Board sets the annual employer contribution. Associated labor agreements may add to the employer contribution. There is a cost-sharing component for employee contributions that is 3%.

The City’s covered payroll in 2015 was $169.660 million and $174.687 million in 2016. City contributions were $33.947 million and $35.650 million for 2015 and 2016, respectively. In both years, the employer contribution rate was 19.7%.

Also, in each year, the City contributed 3% towards the members’ contribution, which accounted for $5.17 million in 2015 and $5.429 million in 2016.

In 2015, the City’s proportion of the net pension asset was 22.75%, and in 2016 it was 22.60%. The City’s proportionate share of the net pension asset in 2015 was $33.60 million and in 2016 was $20.08 million.

INPRS publishes an annual actuarial valuation report for the 1977 Plan, which may be found at www.in.gov/inprs. Additional information may be found in the City’s CAFR.

PERF is a cost-sharing, multiple employers defined benefit pension plan established by Indiana Code §5-10.3 as a collective investment and administrative agent for state and local government units. It is administered by INPRS and governed by the INPRS Board. All existing, full-time, civilian City employees are eligible to participate. There are two tiers of PERF. The Public Employee’s Defined Benefit Plan (“PERF Hybrid Plan”) and the Public Employee Annuity Savings Account Only Plan (“PERF ASA Only Plan”). The ASA Only Plan is a defined contribution plan and is the only plan available to new City civilian employees hired after January 1, 2017. The ASA Only plan is also open to existing employees.

The PERF Hybrid Plan has two components: a defined-benefit pension that is funded by the employer, and the Annuity Savings Account (“ASA”) that supplements the defined benefit at retirement. Employee contributions are calculated on an actuarial basis. The employer defined- benefit contribution rate is also calculated on an actuarial basis. The ASA consists of an employee contribution of 3% plus interest earnings or losses. The City has elected to make these contributions to the ASA on behalf of its employees.

City contributions to the PERF Hybrid were $7.682 million and $7.496 million in 2015 and 2016, respectively. Contribution rates were 11.2% of covered payroll in 2015 and 11.2% in 2016. Covered salary in 2015 was $66.731 million and $66.460 million in 2016. The City’s proportionate share of the net pension liability was 1.393% in 2015 and 1.387% in 2016.

The City’s proportionate share of the net pension liability in 2015 was $56.743 million and $62.935 million in 2016.

INPRS publishes an annual actuarial valuation for PERF and a Comprehensive Annual Financial Report. These may be found at www.in.gov/inprs.

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B. Other Postemployment Benefits

The City provides post-employment medical care for retired employees through a single-employer, defined medical plan administered by the City.

Civilian retirees are eligible for Other Postemployment Benefits (“OPEB”) if they are either (1) at least 60 years of age with at least 15 years of creditable service, or (2) at least 55 years of age and the sum of their age, in years, plus years of creditable service equals at least 85. Eligible retirees may choose to continue their healthcare coverage on the City’s insurance plan until the age of 65 but are required to contribute 100% of their annual premium costs. Since they continue to pay the same rates as active employees, the City is in effect providing them a subsidy.

Police officers and firefighters who have at least 20 years of service and are at least 52 and less than 65 years of age are eligible for retiree health care coverage. The City pays 60% of current year premiums for eligible retirees and their spouses. Upon attaining age 65, uniform employees and their spouses may continue participation in the City’s health plan by paying 100% of the monthly premium.

The City funds OPEB benefits on a pay-as-you-go basis. City contributions to pay the premium subsidy for police and retirees are negotiated between the City and union representatives. For fiscal 2015, the City contributed $1.880 million to the Retiree Health Insurance Fund (from which subsidies are paid), and active officers contributed $968 thousand.

The City accounts for OPEB by the parameters of GASB Statement No. 45 and performs an actuarial valuation of the OPEB on a biennial basis. The most recent actuarial valuation was as of December 31, 2015; the next will be as of December 31, 2017. The City’s annual OPEB cost is based on the Annual Required Contribution (“ARC”) determined in the actuarial valuation. The ARC represents the level of funding that, if paid on an ongoing basis, is projected to cover average cost each year and to amortize any unfunded liability over a period not to exceed 30 years.

Based on the 2015 actuarial valuation, the City reported an unfunded actuarial liability of $166.390 million in fiscal 2015 and $166.390 million in fiscal 2016. This amount is based on a discount rate of 3.60%, among other significant assumptions.

The City also reported a net OPEB liability as of December 31, 2015, of $146.539 million and December 31, 2016, of $146.539. This represents the cumulative difference (since the adoption of GASB Statement No. 45) between the annual OPEB cost and the City’s contributions to the plan.

Additional information on the City’s OPEB may be found in the CAFR.

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CONCLUSION The material outlined in this Appendix is for informational and background purposes only and is not intended and should not be deemed to be a comprehensive or exhaustive presentation of all financial and economic information which may be pertinent concerning the City and each Qualified Entity. This document was last updated in December 2017. Further, the information in this Appendix does not represent an analysis or representation of all the detailed financial and other information reviewed by the Bond Bank in the course of the Bond Bank’s determination to purchase the qualified obligations of the QEs. Under its Purchase Agreements with the QEs, the Bond Bank periodically collects updated financial information regarding each of the QEs. Such financial information concerning the QEs may be obtained upon request to the Bond Bank.

The financial information set forth herein was taken from two sources: the CAFR, which represents an analysis of the financial activities of the City of Indianapolis for the year ended December 31, 2016, based on currently known facts, decisions, and conditions; and from the approved 2018 Budget. Both can be located at www.indy.gov/OFM.

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APPENDIX B

SUMMARY OF CERTAIN PROVISIONS OF THE CWA AUTHORITY, INC. TRUST INDENTURE

The information in this APPENDIX B has been taken from the most recent Official Statement used in the sale of bonds for the benefit of Citizens Authority, Inc. and is a summary of certain provisions of the Indenture of Trust, dated as of August I, 2011, executed by CWA in connection therewith (the “CWA Indenture”). Neither the Bond Bank, the City nor the Underwriter takes any responsibility for the accuracy or completeness thereof.

Capitalized terms used herein and not otherwise defined in this Official Statement shall the meaning set forth in the CWA Indenture.

The revenues and income of the Wastewater System (subject to certain exclusions) have been pledged by CWA in the CWA Indenture to payment of all necessary and proper expenses of CWA paid or accrued in the ownership, operation, maintenance and repair of the Wastewater System (subject to certain exclusions) (such revenues and income, less such expenses, the “Net Revenues”). The CWA Indenture requires that the Net Revenues must be applied in the following order:

First. All amounts required to be used to pay the First Lien Bonds and all funds transferred to the First Lien Bond reserve fund;

Second. All amounts required to be used to pay the Second Lien Bonds and all funds transferred to the Second Lien Bond reserve fund;

Third. To the payment of debt service on Subordinate Securities, deposits to be made for a reserve account created for Subordinate Securities, any reimbursement obligations due to the provider of a credit facility therefor arising from the payment by the provider of the credit facility of the principal or interest due on such obligation and any regular payments on a derivative agreement related to Subordinate Securities;

Fourth. To the payment of amounts owed by CWA pursuant to the Asset Purchase Agreement to enable the City to pay certain outstanding general obligation bonds of the City;

Fifth. To pay PILOTs or any other payments in lieu of taxes, to pay capital improvements to the Wastewater System, to pay costs of replacing any depreciable property or equipment of the Wastewater System, to pay costs of any major extraordinary repairs, replacements or renewals of the Wastewater System, to fund payments to be made by the CWA on a First Lien or Second Lien derivative agreement or a derivative agreement related to Subordinate Securities, including any obligation to post collateral, pay penalties, make-ups, fees and termination payments with respect thereto, to pay the remaining amounts owed on First Lien repayment obligations, Second Lien repayment obligations and repayment obligations with respect to Subordinate Securities, to acquire land or any interest therein, to pay any lease or other contractual obligations or to fund the rate stabilization fund; and

Sixth. To any other lawful purpose of the Wastewater System.

CWA has filed the EMMA Information solely for the purpose of informing the holders of the CWA Bonds, is not now and will not be an obligor on the Series 2017C Bonds or the Refunding Qualified Obligations, is not responsible to any holder of the Series 2017C Bonds, the underwriters or their counsel, bond counsel, the City or the Bond Bank for the accuracy of the EMMA Information or for its usefulness or materiality with respect to the Series 2017C Bonds, and does not undertake any obligation to provide any information for the benefit of the holders of the Series 2017C Bonds, the underwriters or their counsel, bond counsel, the City or the Bond Bank.

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[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C

SUMMARY OF CERTAIN DOCUMENTS

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

The following is a summary of certain additional provisions of the Indenture not otherwise discussed in this Official Statement. This summary is qualified in its entirety by reference to the Indenture. Capitalized terms in this summary not defined in this Official Statement will have the meanings set forth in the Indenture.

Definitions

The following are definitions of certain terms used herein and elsewhere in this Official Statement.

“Accounts” means the accounts created pursuant to the Indenture, except the accounts within the Rebate Fund.

“Act” means the provisions of Indiana Code 5-1.4, as from time to time amended.

“Additional Bonds” means Bonds issued pursuant to the Indenture and any Supplemental Indenture.

“Authorized Officer” means the Chairperson, Vice Chairperson or Executive Director of the Bond Bank or such other person or persons who are duly authorized to act on behalf of the Bond Bank.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended from time to time.

“Bond Bank” means The Indianapolis Local Public Improvement Bond Bank, an entity created pursuant to the Act by, but separate from, the City in its corporate capacity or any successor to its functions.

“Bond Counsel” means Counsel that is nationally recognized in the area of municipal law and matters relating to the exclusion of interest on municipal bonds from gross income under federal tax law.

“Bondholder” or “holder of Bonds” or “owner of Bonds” or any similar term means the registered owner of any Bond, including the Bond Bank, and any purchaser of Bonds being held for resale, including the Bond Bank.

“Bond Issuance Expense Account” means the Account by that name created by the Indenture.

“Bonds” means any of The Indianapolis Local Public Improvement Bond Bank Bonds issued pursuant to the Indenture and any Supplemental Indenture, including, but not limited to, the Series 2017C Bonds.

“Book entry” or “book entry system” means, with respect to the Series 2017C Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in Series 2017C Bonds and principal and interest due thereon may be transferred only through a book entry and (ii) physical bond certificates in fully registered form are registered only in the name of the Depository Company or its nominee as holder, with the physical bond certificates “immobilized” in the custody of the Depository Company. The book entry system maintained by and the responsibility of the Depository Company and not maintained by or the responsibility of the Bond Bank or the Trustee is the record that identifies, and records the transfer of the interests of, the owners of beneficial (book entry) interests in the Series 2017C Bonds.

“Business Day” means any day other than a Saturday, a Sunday or legal holiday, or a day on which banking institutions in Indianapolis, Indiana, or New York, New York, are authorized by law or executive order to close, or a day on which the Federal Reserve Bank is closed.

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“Cash Flow Certificate” means a certificate prepared by an accountant or a firm of accountants or municipal advisory firm selected by the Bond Bank in accordance with the Indenture concerning anticipated Revenues and payments.

“City” means the City of Indianapolis, Indiana.

“City-County Council” means the City-County Council of the City of Indianapolis and of Marion County, Indiana.

“Code” means the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of any Series of Bonds, and the applicable judicial decisions or published rulings, or any applicable regulations promulgated or proposed thereunder or under the Internal Revenue Code of 1954 as in effect immediately prior to the enactment of the Tax Reform Act of 1986.

“Combined Average Annual Principal and Interest Requirements” means the average annual amount of principal and interest on all Bonds which have a claim for payment on the Bond Bank Common Reserve Account. If the Bond Bank enters into a Hedge Agreement with respect to any such Series of Bonds bearing interest at a variable rate, the Bond Bank may provide in a Supplemental Indenture, that the rate of interest used in the foregoing sentence with respect to such Bonds shall be a rate equal to either (i) the rate taking into account payments under the Hedge Agreement; or (ii) the “25 Bond Revenue Index” as most recently published in The Bond Buyer prior to the date a firm offer to purchase the then proposed Bonds is accepted by the Band Bank or if such index is no longer published, such other securities index as the Bond Bank reasonably selects.

“Combined Maximum Annual Principal and Interest Requirements” means the maximum aggregate amount of principal of and the interest on all Bonds which have a claim for payment on the Common Reserve Account falling due in any succeeding Fiscal Year. If the Bond Bank enters into a Hedge Agreement with respect to any such Series of Bonds bearing interest at a variable rate, the Bond Bank may provide in a Supplemental Indenture, that the rate of interest used in the foregoing sentence with respect to such Bonds shall be a rate equal to either (i) the rate taking into account payments under the Hedge Agreement; or (ii) the “25 Bond Revenue Index” as most recently published in The Bond Buyer prior to the date a firm offer to purchase the then proposed Bonds is accepted by the Band Bank or if such index is no longer published, such other securities index as the Bond Bank reasonably selects.

“Common Reserve Account” means the special and separate Account created under the Indenture within the Debt Service Reserve Fund

“Common Reserve Requirement” means at any time the least of (i) the Combined Maximum Annual Principal and Interest Requirements, (ii) 125% of the Combined Average Annual Principal and Interest Requirements, or (iii) 10% of the aggregate proceeds of the Bonds.

“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the Bond Bank and related to the authorization, sale and issuance of Bonds, which items of expense shall include, but not be limited to, bond insurance and surety bond premiums, credit enhancement or liquidity facility fees, printing costs, costs of reproducing documents, filing and recording fees, initial fees and charges of the Trustee and Registrar, underwriters’ discounts, legal fees and charges, professional consultants’ fees, costs of credit ratings, fees and charges for execution, transportation and safekeeping of Bonds, costs and expenses of refunding, and other costs, charges and fees in connection with the foregoing and any other costs of a similar nature authorized by the Act.

“Counsel” means an attorney duly admitted to practice law before the highest court of any state and approved by the Bond Bank.

“Debt Service” means principal of, redemption premiums, if any, and interest on the Bonds.

“Debt Service Reserve Fund” means the Fund by that name created by the Indenture.

“Debt Service Reserve Requirement” shall mean the Common Reserve Requirement and any Series Reserve Requirement.

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“Default” means an event or condition the occurrence of which, with the lapse of time or the giving of notice or both, would become an Event of Default under the Indenture.

“Escrow Account” means the irrevocable trust account created under the Escrow Agreement.

“Escrow Agent” means Wells Fargo, N.A., as Escrow Agent.

“Escrow Agreement” means the Escrow Deposit Agreement dated as of December 1, 2017, among the Bond Bank, the Escrow Agent and the Trustee.

“Event of Default” means any occurrence or event specified in the Indenture. See “Default and Remedies.”

“Fees and Charges” means fees and charges established by the Bond Bank from time to time pursuant to the Act which are payable by the Qualified Entity.

“First Supplemental Indenture” means the First Supplemental Trust Indenture dated December 1, 2017, between the Bond Bank and the Trustee.

“Fiscal Year” means the twelve-month period from January 1 through the following December 31.

“Funds” means the funds created pursuant to the Indenture, except the Rebate Fund.

“General Account” means the Account by that name created by the Indenture.

“General Fund” means the Fund by that name created by the Indenture.

“Governmental Obligations” means unless provided otherwise in a Supplemental Indenture: (i) direct obligations of the United States of America or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America, including but not limited to securities evidencing ownership interests in such obligations or in specified portions thereof (which may consist of specific portions of the principal of or interest on such obligations) and securities evidencing ownership interests in open-end management type investment companies or investment trusts registered under the Investment Company Act of 1940, as amended, whose investments are limited to such obligations and to repurchase agreements fully collateralized by such obligations, and (ii) obligations of any state of the United States of America or any political subdivision thereof, the full payment of principal of, premium, if any, and interest on which (a) are unconditionally guaranteed or insured by the United States of America, or (b) are provided for by an irrevocable deposit of securities described in clause (i) of this paragraph and are not subject to call or redemption by the issuer thereof prior to maturity or for which irrevocable instructions to redeem have been given.

“Indenture” means the Original Indenture and all supplements and amendments entered into pursuant thereto, including, but not limited to, the First Supplemental Indenture.

“Interest Payment Date” means any date on which interest is payable on a series of Bonds and, for the Series 2017C Bonds, each January 1 and July 1, commencing July 1, 2018.

“Investment Earnings” means earnings and profits (after consideration of any accrued interest paid and amortization of premium or discount on the investment) on the moneys in the Funds and Accounts established under the Indenture, except the Rebate Fund.

“Investment Securities” means, unless otherwise provided in a Supplemental Indenture, any of the following: (i) Governmental Obligations; (ii) bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies: Export-Import Bank, Farmers Home Administration, Federal Financing Bank, Federal Housing Administration, Government National Mortgage Association, Maritime Administration, Public Housing Authorities, Banks for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Bank, Federal Home Loan Bank and Federal Land Bank; (iii) certificates of deposit, savings accounts, deposit accounts or depository

C-3 receipts of a bank, savings and loan association and mutual savings bank, including the Trustee, each fully insured by the Federal Deposit Insurance Corporation; (iv) bankers’ acceptances or certificates of deposit, savings accounts, deposit accounts or depository receipts of commercial banks or savings and loan associations, including the Trustee, which mature not more than one year after the date of purchase; provided the banks or savings and loan associations (as opposed to their holding companies) are rated for unsecured debt at the time of purchase of the investments in the two highest full classifications established by Moody’s and S&P; (v) commercial paper rated at the time of purchase in the single highest full classification by Moody’s and S&P and which matures not more than two hundred seventy (270) days after the date of purchase; (vi) investment agreements fully and properly secured at all times by collateral security described in (i), (ii), (iii) or (v) above or issued by entities rated in the single highest full classification by Moody’s and S&P when such agreement was entered into; (vii) repurchase agreements with any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities described in clauses (i), (ii) or (iii) above; provided that, underlying securities are required by the repurchase agreement to be continuously maintained at a market value not less than the amount so invested; and (viii) shares of a money market mutual fund registered under the Investment Company Act of 1940, as amended, whose shares are registered under the Securities Act of 1933, as amended, or units of a common trust fund, which is rated by Moody’s or S&P in one of the two highest categories assigned by such Rating Agencies to obligations of that nature.

“Moody’s” means Moody’s Investors Service or any successor thereof which qualifies as a Rating Agency.

“Opinion of Bond Counsel” means a written opinion of Bond Counsel which opinion is acceptable to the Bond Bank and the Trustee.

“Opinion of Counsel” means a written opinion of Counsel addressed to the Trustee, for the benefit of the owners of the Bonds, who may (except as otherwise expressly provided in the Indenture) be Counsel to the Bond Bank or Counsel to the owners of the Bonds and who is acceptable to the Trustee.

“Original Indenture” means the Trust Indenture dated as of July 1, 2010, between the Bond Bank and the Trustee.

“Outstanding” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered by the Trustee under the Indenture or Bonds held for resale, including Bonds held by the Bond Bank, except:

(a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity;

(b) Bonds deemed paid the Indenture (see “Defeasance”); and

“Paying Agent” means initially Wells Fargo Bank, N.A., a national banking association organized and existing under the laws of the United States of America, or any other successor thereto.

“PILOT Revenues” means payments in lieu of taxes paid to the City with respect to the Wastewater System pursuant to Indiana Code 36-3-2-10, as amended, in excess of $9,000,000 annually.

“Principal Payment Date” means the maturity date or the mandatory redemption date of any Bond.

“Program” means the program for the purchase of Qualified Obligations by the Bond Bank pursuant to the Act and the Indenture.

“Program Expenses” means all of the Bond Bank’s expenses in carrying out and administering the Program pursuant to the Indenture and shall include, without limiting the generality of the foregoing, salaries, supplies, utilities, mailing, labor, materials, office rent, maintenance, furnishings, equipment, machinery and apparatus, telephone, insurance premiums, credit enhancement fees, liquidity facility fees, legal, accounting, management, consulting and

C-4 banking services and expenses, fees and expenses of the Trustee and the Registrar and Paying Agent, costs of verifications required under the Indenture, Costs of Issuance not paid from the proceeds of Bonds, travel, payments for pension, retirement, health and hospitalization, life and disability insurance benefits, any other costs permitted under the Act, and rebates, if any, which in the Opinion of Bond Counsel are required to be made under the Code in order to preserve or protect the exclusion from gross income for federal tax purposes of interest on the Bonds, all to the extent properly allocable to the Program.

“Purchase Contract” means the Bond Purchase Agreement for the Series 2017C Bonds, between the Bond Bank and the Underwriters, dated ______, 2017.

“Qualified Entity” means the City of Indianapolis, Indiana, and its successors and assigns, a qualified entity under Indiana Code 5-1.4-1-10, as amended from time to time.

“Qualified Obligation” means a “security” (as that term is defined in the Act), including, but not limited to, the Refunding Qualified Obligation.

“Qualified Obligation Interest Payment” means that portion of a Qualified Obligation Payment made or required to be made by a Qualified Entity to the Bond Bank which represents the interest due or to become due on the Qualified Entity’s Qualified Obligation.

“Qualified Obligation Payment” means the amounts paid or required to be paid, from time to time, for principal and interest by the Qualified Entity to the Bond Bank on the Qualified Entity’s Qualified Obligation and any Fees and Charges paid or required to be paid by the Qualified Entity to the Bond Bank under the provisions of any agreement for the purchase and sale of such Qualified Obligations.

“Qualified Provider” means a counterparty whose senior long-term debt obligations, or whose obligations under a Hedge Agreement or Reserve Fund Credit Instrument are guaranteed by an entity whose senior long-term obligations, are rated in one of the three highest Rating Categories by a Rating Agency which then has a rating in effect for the Bonds at the time the subject Hedge Agreement or Reserve Fund Credit Instrument is entered into.

“Rating Agency” means any nationally recognized rating agency maintaining a rating on the Bonds at the request of the Bond Bank.

“Rating Category” means one of the generic rating categories of the applicable Rating Agency, without regard to any refinements or gradation of such generic rating category by numerical or other modifier.

“Rebate Fund” means the Fund by that name created by the Indenture.

“Record Date” means, with respect to any Interest Payment Date, the fifteenth day of the calendar month immediately preceding the month of such Interest Payment Date, or such other day designated in any Supplemental Indenture authorizing the issuance of a Series of Bonds..

“Redemption Account” means the Account by that name created by the Indenture.

“Redemption Price” means, with respect to any Bond, the principal amount thereof, plus the applicable premium, if any, payable upon redemption prior to maturity.

“Refunded Bonds” means all or a portion of The Indianapolis Local Public Improvement Bond Bank Bonds, Series 2010F (PILOT Infrastructure Project), issued under the Original Indenture in the original aggregate principal amount of $159,515,000, of which $159,515,000 principal amount is currently outstanding.

“Refunding Bonds” means Bonds issued pursuant to the Indenture or any Supplemental Indenture to refund Bonds and includes the Series 2017C Bonds.

“Refunding Qualified Obligation” means any Qualified Obligation which is issued to refund any Qualified Obligation, including, but not limited to, the City of Indianapolis, Indiana PILOT Revenue Refunding Bonds, Series

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2017A, issued in the original aggregate principal amount of $______to advance refund all or a portion of the 2010 Qualified Obligation.

“Registrar” means initially Wells Fargo Bank, N.A., a national banking association organized and existing under the laws of the United States of America, or any successor thereto.

“Representative” means, with regard to the Series 2017C Bonds, Morgan Stanley & Co., LLP.

“Reserve Fund Credit Instrument” means a letter of credit, surety bond, liquidity facility, insurance policy or comparable instrument furnished by a Qualified Provider with respect to all or a specific portion of the Qualified Obligations or the Bonds to satisfy, in whole or in part, the Qualified Entity’s or the Bond Bank’s obligation to maintain a reserve requirement with respect thereto.

“Revenues” means the income, revenues and profits of the Funds and Accounts established under the Indenture, without limitation, all Qualified Obligation Payments and Investment Earnings, but excluding amounts required to be deposited and maintained in the Rebate Fund.

“Series Reserve Account” means, with respect to the Series 2017C Bonds, the Series 2017C Reserve Account as provided in the Indenture and for a Series of Additional Bonds a special and separate Series Reserve Account within the Debt Service Reserve Fund as may be established by a Supplemental Indenture.

“Series Reserve Requirement” means, with respect to the Series 2017C Bonds, the least of the maximum annual principal and interest requirements, (ii) 125% of the average annual principal and interest requirements, or (iii) 10% of the aggregate proceeds of the Series 2017C Bonds, and for a Series of Additional bonds the amount, if any, established by a Supplemental Indenture as the reserve requirement.

“Series 2017C Bonds” means the Bonds issued under, and authorized by, the First Supplemental Indenture.

“Series 2017C Reserve Requirement” means, with respect to the Series 2017C Bonds, the least of the maximum annual principal and interest requirements, (ii) 125% of the average annual principal and interest requirements, or (iii) 10% of the aggregate proceeds of the Series 2017C Bonds.

“Series 2017 Surety Bond” means the Reserve Fund Credit Instrument to be deposited in the Debt Service Reserve Fund to satisfy the Debt Service Reserve Requirement with respect to the Series 2017C Bonds.

“Series of Bonds” or “Bonds of a Series” or “Series” or words of similar meaning means any Series of Bonds authorized by the Indenture or by a Supplemental Indenture.

“State” means the State of Indiana.

“Supplemental Indenture” means an indenture supplemental to or amendatory of the Indenture, executed by the Bond Bank and the Trustee in accordance with the Indenture.

“Trustee” means initially Wells Fargo Bank, N.A., a national banking association organized and existing under the laws of the United States of America, or any successor thereto.

“Trust Estate” means (i) all cash and securities now or hereafter held in the Funds and Accounts (with the exception of the Rebate Fund) created or established under the Indenture and the Investment Earnings thereon and all proceeds thereof (except to the extent transferred from such Funds and Accounts from time to time in accordance with the Indenture); (ii) all Qualified Obligations acquired and held by the Trustee pursuant to the Indenture and the earnings thereon and all proceeds thereof, including all Qualified Obligation Payments; and (iii) all Revenues.

“Underwriters” means, with regard to the Series 2017C Bonds, Morgan Stanley & Co. LLC, Mesirow Financial, Inc. and Siebert Cisneros Shank & Co., L.L.C.

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“2010 Qualified Obligation” means the City of Indianapolis, Indiana PILOT Revenue Bond, Series 2010 acquired by the Bond Bank pursuant to the Original Indenture.

“2017 Bond Ordinance” means Special Ordinance No. 6, 2017, adopted by the City-County Council on October 9, 2017, authorizing the issuance of the Refunding Qualified Obligation.

“2017 Qualified Entity Purchase Agreement” means the Qualified Entity Purchase Agreement between the Bond Bank and the City relating to the purchase of the Refunding Qualified Obligation.

Security for Bonds

The Bond Bank will issue its Bonds pursuant to the Indenture. To secure the payment of the principal of, premium, if any, and interest on the outstanding Bonds and any Additional Bonds, and the performance of the covenants contained in the Bonds and the Indenture, the Bond Bank grants to the Trustee a security interest in the following property (“Trust Estate”):

1. All cash and securities now or hereafter held in the Funds and Accounts created or established under the Indenture, the Investment Earnings thereon and all proceeds thereof (except to the extent transferred from such Funds and Accounts from time to time in accordance with the Indenture); and

2. All Qualified Obligations acquired and held by the Trustee pursuant to the Indenture and the earnings thereon and all proceeds thereof, including all Qualified Obligation Payments; and

3. All Revenues.

Funds and Accounts

Creation of Funds and Accounts. Under the Indenture, the Bond Bank created and ordered established the following Funds to be held by the Trustee: (1) the General Fund, (2) the Debt Service Reserve Fund, and (3) the Rebate Fund. The following Accounts were created and established in the General Fund: a “General Account”, a “Bond Issuance Expense Account,” and a “Redemption Account,” each of which will have separate subaccounts for a series of Bonds. The following Accounts may be established in the Debt Service Reserve Fund: a “Common Reserve Account” and one or more “Series Reserve Accounts.”

All such Funds and Accounts will be held and maintained by the Trustee. All moneys or securities held by the Trustee pursuant to the Indenture will be held in trust and applied only in accordance with the provisions of the Indenture. Upon written request of the Bond Bank, the Trustee may establish and maintain such additional Funds, Accounts or subaccounts as the Bond Bank may specify from time to time.

General Account. There will be deposited in the General Account amounts required to be deposited in the General Account pursuant to the Indenture. The Trustee will apply the moneys in the General Account (i) to pay principal and interest coming due on the Bonds; (ii) to make Hedge Payments; (iii) to fund or replenish the Debt Service Reserve Fund; (v) to pay, as necessary, Program Expenses; (iv) to pay any amount needed to comply with any rebate obligations, to the extent such amounts are not collected as Fees and Charges; and (v) to transfer to any other fund or account maintained by the Bond Bank of any moneys in excess of the amounts needed to pay principal and interest on the Bonds within the immediately succeeding twelve month period pursuant to the Indenture.

Redemption Account. There will be deposited in the Redemption Account (i) all moneys received upon the sale or redemption prior to maturity of Qualified Obligations and (ii) such other amounts as may be designated by the Indenture. Funds in the Redemption Account will be disbursed as follows by the Trustee: (1) on such dates as are specified in the Indenture, an amount equal to the principal which would have been payable during the following month if Qualified Obligations had not been sold or redeemed prior to maturity; (2) on such dates as are specified in the Indenture, to the extent moneys in the General Account are not sufficient, for the purpose of paying the principal of and interest on the Bonds as the same become due; (3) after providing for the payments required under (1) and (2) above, moneys may be used (A) on any redemption date, to redeem Bonds; (B) to purchase Qualified Obligations as permitted under the Indenture; (C) to transfer any excess moneys to the General Account (D) to purchase Bonds at the

C-7 most advantageous price obtainable with reasonable diligence; or (E) to invest such moneys until the maturity or maturities of Bonds in accordance with the Indenture; and (4) if the Trustee is unable to purchase Bonds under (3) above, then, subject to the Indenture, the Trustee will redeem Bonds to exhaust as nearly as possible the amounts remaining in the Redemption Account under the Indenture after payment of the amounts described in clauses (A), (B), (C) and (D) above. Upon written direction and presentation of a Cash Flow Certificate from the Bond Bank, the Trustee may transfer moneys to the General Account (pursuant to the Indenture).

Bond Issuance Expense Account. The Trustee will be deposit in the Bond Issuance Expense Account the money required to be deposited by the Indenture, will invest such funds pursuant to the Indenture and will disburse the funds held in the Bond Issuance Expense Account upon receipt by the Trustee of invoices and requisitions certified by the Bond Bank. Funds in the Bond Issuance Expense Account will be disbursed to pay the costs of issuing the 2017C Bonds or to reimburse the Bond Bank for amounts previously advanced for such costs. Any funds remaining in the Bond Issuance Expense Account ninety (90) days after the issuance of the 2017C Bonds will be transferred to the subaccount of the General Account and the Bond Issuance Expense Account may, at the direction of the Bond Bank, be closed.

Debt Service Reserve Fund. The Debt Service Reserve Fund will be used solely for the payment of interest on and principal of the Bonds and only if moneys in the General Account are insufficient to pay interest on and principal of the Bonds after making all required transfers from the Redemption Account to the General Account. Notwithstanding the foregoing, the Trustee may disburse moneys in the Debt Service Reserve Fund to the trustee for the Qualified Obligations to be used in accordance with the provisions of the 2017 Bond Ordinance relating to the uses of the Debt Service Reserve Account established thereunder.

The Bond Bank may satisfy all or any part of its obligation to maintain an amount in the Debt Service Reserve Fund at least equal to the Series 2017C Reserve Requirement by depositing a Reserve Fund Credit Instrument in the Debt Service Reserve Fund.

Rebate Fund. There will be made all deposits and disbursements as required by law from the Rebate Fund solely in accordance with the Bond Bank’s written direction. Money at any time deposited in the Rebate Fund will be held by the Trustee in trust and applied in accordance with the provisions of the Indenture. The Trustee will remit part or all of the balances in the Rebate Fund to the United States, as directed by the Bond Bank. Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any rebate amount, or provision made therefor satisfactory to the Trustee, will be distributed to the Bond Bank.

Investment of Money

Subject to the right of the Bond Bank to direct the investment or deposit of funds under the Indenture, moneys in any Fund or Account (except the Redemption Account) will be continuously invested or reinvested or by the Trustee in Investment Securities. Any moneys in the Redemption Account will be invested only in Governmental Obligations as directed by the Bond Bank. Any moneys in the Rebate Fund will be invested as directed by the Bond Bank from time to time. All such investments will at all times be a part of the Fund or Account in which the moneys used to acquire such investments had been deposited and all Investment Earnings on such investments will be deposited as received in the General Account, except for (a) income and profits on investment of funds in the Rebate Fund which will remain in the Rebate Fund and (b) Investment Earnings on investment of funds in the Debt Service Reserve Fund which will remain in the respective Accounts of the Debt Service Reserve Fund until the balance in such Fund or Account equals the applicable Debt Service Reserve Requirement. Any investment losses will be charged to the Fund or Account (including the Rebate Fund) in which moneys used to purchase such investment had been deposited.

In computing the amount in any Fund or Account held under the provisions of the Indenture, except the Debt Service Reserve Fund, Investment Securities having a stated maturity of less than two (2) years will be valued at the cost thereof (including in such cost accrued interest paid and unamortized debt discount) and all other Investment Securities will be valued at the cost thereof (including in such cost accrued interest paid and unamortized debt discount) or market price thereof, whichever is lower exclusive of accrued interest earned. Securities covered by repurchase agreement will be valued at the market value of the collateral securing the repurchase agreement.

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Investment Securities purchased as an investment of moneys in the Debt Service Reserve Fund shall be valued at their amortized cost.

Except for taxable Bonds issued under the Indenture, the Bond Bank will (a) certify to the owners of the Bonds from time to time outstanding that moneys on deposit in any Fund or Account in connection with the Bonds or in the Rebate Fund, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, are not intended to be used in a manner which will cause the interest on the Bonds to become includable in gross income for federal tax purposes and (b) covenant with the owners of the Bonds from time to time outstanding that, so long as any of the Bonds remain outstanding, moneys on deposit in any Fund or Account established in connection with the Bonds or in the Rebate Fund, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other source, will not be used in any manner which will cause the interest on the Bonds to become includable in gross income for federal tax purposes under the Code.

Additional Bonds

Additional Bonds may be issued from time to time only for the purchase of Additional Qualified Obligations, including, but not limited to, Refunding Qualified Obligations, issued by a Qualified Entity and payable from Revenues on a parity with the Bonds or to refund all or a portion of the outstanding Bonds. Any Additional Bonds will be authorized by a supplemental indenture, will be secured by the supplemental indenture and will be equally and ratably payable from the Trust Estate.

Covenants of Bond Bank

The Bond Bank covenants, among other things, that:

(a) it will faithfully perform all provisions contained in each Bond and the Indenture and will promptly pay or cause to be paid, (solely from the Trust Estate) the principal of and interest on every Bond on the dates and at the places and in the manner stated in the Bonds;

(b) it is duly authorized under the constitution and laws of the State of Indiana, including particularly the Act, to issue the Bonds and to pledge the Revenues and all other property as pledged in the Indenture;

(c) it will do all acts and things necessary to receive and collect Revenues (including enforcement of the prompt collection of all arrears on Qualified Obligation Payments) and to protects its rights with respect to or to maintain any insurance on the Qualified Obligations;

(d) it will promptly do, execute, acknowledge and deliver all indentures supplemental to the Indenture and to take all action deemed advisable and necessary by the Trustee for the better securing of the Bonds;

(e) all books and documents in its possession relating to the Qualified Obligations will at all times be open to inspection by the Trustee and the owners of an aggregate of not less than five (5%) percent in principal amount of the Bonds then outstanding or their representatives duly authorized in writing;

(f) it will maintain proper books of records and accounts and: (i) within 210 days of each Fiscal Year, file with the Trustee a copy of an annual report and audited financial statements; and (ii) provide to the Trustee copies of all reports filed with the Bond Bank pursuant to the Qualified Entity Purchase Agreement;

(g) it will not (i) permit or agree to any material change in any Qualified Obligation or (ii) sell or dispose of any Qualified Obligations unless it provides a Cash Flow Certificate to the Trustee. The Bond Bank will (i) enforce remedies available to owners of Qualified Obligations and (ii) pursue applicable remedies set forth in Indiana Code 5-1.4-8-4, to the extent such action would not adversely affect the validity of the Qualified Obligations;

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(h) prior to the beginning of the Fiscal Year prepare and file with the Trustee a preliminary budget for the succeeding Fiscal Year; and

(i) it will review regularly the investments held by the Trustee in the Funds and Accounts.

Tax Covenants

In order to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes and as an inducement to purchasers of the Bonds, the Bond Bank represents, covenants, and agrees that the Bond Bank will take no action nor fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds under Section 103 of the Code, nor will it act in any other manner which would adversely affect such exclusion and it will not make any investment or do any other act or thing during the period that the Bonds are outstanding which would cause any of the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code, all as in effect on the date of delivery of the Series of Bonds. These tax covenants are based solely on current law in effect and in existence on the date of issuance of the Bonds. It will not be an Event of Default under the Indenture if interest on any Series of Bonds is not excludable from gross income pursuant to any provision of the Code which is not in existence and in effect on the issue date of such Bonds. The Bond Bank will also rebate any necessary amounts to the United States of America to the extent required by the Code.

Notwithstanding any provision of the Indenture to the contrary, the Bond Bank may elect to issue a Series of Bonds, the interest on which is not excludable from gross income for federal tax purposes, so long as such election does not adversely affect the exclusion from gross income of interest for federal tax purposes on any other Series of Bonds, by making such election on the date of delivery of such Series of Bonds. In such case, the tax covenants in the Indenture will not apply to such Series of Bonds.

Default and Remedies

Events of Default under the Indenture include: (i) failure to punctually pay the principal of or interest on any of the Bonds; (ii) occurrence of certain events of bankruptcy or insolvency of the Bond Bank; (iii) default in the performance or observance of any other of the covenants, agreements or conditions by the Bond Bank under the Indenture and the continuance of such default for ninety (90) days after receipt of written notice from the Trustee or the owners of not less than 25% in aggregate principal amount of all Bonds then Outstanding; (iv) failure to remit to the Trustee any moneys required to be remitted under the Indenture; (v) any warranty, representation or other statement is found to be false or misleading, when made, in any material respect and failure to remedy the same for ninety (90) days after receipt of written notice from the Trustee or the owners of not less than 25% in aggregate principal amount of all Bonds then Outstanding; or (vi) the Bond Bank for any reason is rendered incapable of fulfilling its obligations under the Indenture.

Upon the occurrence of one or more Events of Default, the Trustee may, and will upon written request of the holders of at least twenty-five percent (25%) in principal amount of the Bonds then outstanding, and if indemnified as provided in the Indenture, pursue any available remedy by suit at law or in equity, whether for specific performance of any covenant or agreement contained in the Indenture or in aid of any power granted therein, to the extent permitted by law.

No holder of any of the Bonds will have the right to institute any proceeding in law or in equity, or for the appointment of a receiver, or for any other remedy under the Indenture unless (a) a Default has occurred, (b) such Default shall have become an Event of Default and the owners of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the remedies granted or to institute such action, suit or proceeding in its own name, (c) such owners of Bonds have offered to the Trustee indemnity, and (d) the Trustee has refused, or for sixty (60) days after receipt of such request and offer of indemnification has failed, to exercise the remedies granted, or to institute such action, suit or proceeding in its own name.

The Trustee may at its discretion waive any Event of Default and its consequences, and shall do so upon the written request of the owners of (a) more than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of all the Bonds then Outstanding in respect of which an Event of Default in the payment of principal or

C-10 interest exists, or (b) more than fifty percent (50%) in aggregate principal amount of all Bonds then Outstanding in the case of any other Event of Default; provided, however, that there shall not be waived (x) any Event of Default in the payment of the principal of any Outstanding Bond at the date of maturity specified therein or (y) any Event of Default in the payment when due of the interest on any Outstanding Bond unless prior to such waiver all arrears of interest or all arrears of payments of principal when due, as the case may be, with interest on overdue principal at the rate borne by such Bond, and all expenses of the Trustee in connection with such Event of Default shall have been paid or provided for.

Remedies. In case of an event of default under the Indenture, the Trustee will proceed to protect and enforce its rights and the rights of the owners of the Bonds under the Indenture by a suit, action or proceeding in equity or at law or otherwise.

Acceleration. If the Trustee certifies that there are sufficient moneys on deposit in the Funds and Accounts established under the Indenture to pay the principal of and accrued interest on all outstanding Bonds, the Trustee may by notice, in writing, to the Bond Bank and Corporation Counsel of the City, declare the principal of all the outstanding Bonds, and the interest accrued thereon, to be due and payable immediately.

Application of Collection Proceeds. The proceeds of any collection efforts will be deposited in the General Account, and all such moneys in the General Account will be applied by the Trustee as follows:

(i) To the payment of costs and expenses of suit, if any, and of the expenses, liabilities and advances incurred or made under the Indenture by the Trustee and any other moneys owed to the Trustee; then

(ii) Unless the principal of all Bonds shall have become due and payable, in the following order to the payment of (a) interest then due on the Bonds, including interest on overdue principal of the Bonds; (b) principal then due of the Bonds; and (c) principal of and interest on Bonds thereafter due either at maturity or upon call for redemption; then

(iii) If the principal of all of the Bonds shall have become due and payable, all of such moneys shall be applied to the payment of unpaid principal and interest on the Bonds.

Whenever moneys are to be so applied, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall establish a special record date for such payments and shall mail, at least fifteen (15) days prior to such special record date, such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment of principal to the owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Whenever all principal of and interest on all Bonds have been paid and all expenses and charges of the Trustee have been paid any balance remaining in the General Fund will be paid to the Bond Bank.

Supplemental Indentures

Supplemental Indentures Not Requiring Bondholder Consent. The Bond Bank and the Trustee may, without the consent of or notice to any of the holders of the Bonds, enter into supplemental indentures (i) to cure any ambiguity or formal defect or omission in the Indenture; (ii) to grant to the Trustee for the benefit of such holders any additional benefits, rights, remedies, powers or authorities that may be lawfully granted; (iii) to subject to the pledge of the Indenture additional Revenues, security, properties or collateral; (iv) to amend the Indenture or any supplemental indenture to permit qualification under the Trust Indenture Act of 1939, as amended; (v) to evidence the appointment of a separate or co-trustee or the succession of a new trustee, registrar, or paying agent; (vi) to provide for the issuance of each additional series of Bonds permitted by the Indenture; (vii) to refund all or a portion of the Bonds;

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(viii) to permit compliance with any future federal tax law; and (ix) for any other purpose which the Trustee, in its sole discretion, determines will not have a material adverse effect on the interests of the owners of the Bonds; provided, however, that the Bond Bank and the Trustee will make no amendment permitting the purchase of obligations other than Additional Qualified Obligations.

Supplemental Indentures Requiring Bondholder Consent. With the consent of the owners of not less than a majority of the aggregate principal amount of Bonds outstanding which are affected (exclusive of Bonds held by the Bond Bank), the Bond Bank and the Trustee may from time to time enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture; provided, however, that no such supplemental indenture will without the consent of the owners of all of the outstanding Bonds: (i) extend the maturity of any Bond; (ii) change the rate of interest thereon, reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof; (iii) permit a privilege or priority of any Bond or Bonds over any other Bond or Bonds; (iv) permit a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indenture; (v) permit the creation of any lien securing any Bonds other than a lien ratably securing all of the Bonds outstanding under the Indenture; or (vi) permit any modification of the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of the Trustee without the written consent of the Trustee.

Defeasance

The covenants, liens and pledges entered into, created and pursuant to the Indenture may be fully discharged and satisfied with respect to the Bonds in any one or more of the following ways:

(i) By paying all of the principal, premium, if any, and interest on the Bonds, when the same become due and payable;

(ii) By depositing with the Trustee for such purpose, at or before the date or dates of maturity or redemption, moneys in the necessary amount to pay or redeem all of the Bonds and the premium, if any, and interest thereon accrued to the date of payment;

(iii) By depositing with the Trustee and for such purpose, at or before the dates of maturity or redemption, noncallable or nonprepayable Governmental Obligations in an amount sufficient, including any income or increment to accrue thereon, but without the necessity of any reinvestment, to pay or redeem all the Bonds and the interest thereon accrued to the date of payment in accordance with their terms; or

(iv) By depositing with the Trustee for such purpose, a combination of such moneys and Governmental Obligations and all fees and expenses of the Trustee.

Upon such complete discharge and satisfaction, the Indenture will cease, terminate and be void.

Upon the deposit with the Trustee money or Governmental Obligations in the amount as described above, provided that if the Bonds are to be redeemed prior to the maturity thereof, notice of such redemption has been given as provided in the Indenture, or such provisions satisfactory to the Trustee have been made for the giving of such notice, the Indenture may be discharged in accordance with the provisions of the Indenture, but the limited liability of the Bond Bank with respect to the Bonds to be redeemed will continue, provided that the owners thereof will thereafter be entitled only to payment out of the money or Governmental Obligations deposited with the Trustee for their payment.

SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE

The following is a brief description of certain provisions of the Bond Ordinance and does not purport to comprehensively describe that document.

The City of Indianapolis, Indiana (the “City” or “Qualified Entity”) will issue its PILOT Revenue Refunding Bonds, Series 2017A (the “Bonds” or “Series 2017A PILOT Revenue Refunding Bonds”) pursuant to the Qualified

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Entity’s Bond Ordinance. Capitalized terms in this summary not defined in this Official Statement will have the meanings set forth in the Bond Ordinance.

Definitions

Definitions of certain capitalized terms used in this summary of the Qualified Entity’s Bond Ordinance are as follows:

“Accounts” means the accounts created pursuant to the Bond Ordinance.

“Act” means Indiana Code 5-1-5 and 36-3-4-21.

“Additional Bonds” means bonds issued pursuant to the terms of the Bond Ordinance payable from PILOT Revenues and ranking on parity with the Series 2017A PILOT Revenue Refunding Bonds.

“Bond Principal and Interest Account” means the Account by that name continued by the Bond Ordinance.

“Bond Ordinance” means Special Ordinance No. 6, 2017, adopted by the City-County Council on October 9, 2017, authorizing the issuance of the Series 2017A PILOT Revenue Refunding Bonds.

“Debt Service Reserve Requirement” means an amount equal to the least of (i) the maximum annual debt service on all outstanding Series 2017A PILOT Revenue Refunding Bonds and any bonds issued on a parity therewith, (ii) one hundred twenty-five percent (125%) of the average annual debt service on all outstanding Series 2017A PILOT Revenue Refunding Bonds and any bonds issued on a parity therewith, or (iii) ten percent (10%) of the proceeds of the Series 2017A PILOT Revenue Refunding Bonds and any bonds issued on a parity therewith

“Excess Account” means the Account by that name continued under the Bond Ordinance.

“Financial Advisor” means the municipal advisor to the Qualified Entity.

“Funds” means the funds created pursuant to the Bond Ordinance.

“PILOT Revenues” means payments in lieu of taxes paid to the Qualified Entity with respect to the Wastewater System pursuant to Indiana Code 36-3-2-10, as amended, in excess of $9,000,000 annually.

“Reserve Account” means the Account by that name continued under the Bond Ordinance.

“Sinking Fund” means the Bond Principal and Interest Account and the Reserve Account.

“2010 PILOT Ordinance” means Ordinance No. 5-2010, adopted by the City-County Council on May 17, 2010, authorizing the issuance of the Series 2010 A PILOT Revenue Bonds.

Source of Payment

The Series 2017A PILOT Revenue Refunding Bonds are revenue obligations of the Qualified Entity payable from the PILOT Revenues.

Establishment of Funds and Accounts

In the Bond Ordinance, the Qualified Entity continues the following Funds and Accounts and the flow of funds established and created under the 2010 PILOT Ordinance:

(a) Bond Principal and Interest Account. As soon as possible upon receipt by the City of its semiannual PILOT Revenue payment (each, a “Payment”), but in any event not later than the last day of June and December, there will be set aside and paid into the Bond Principal and Interest Account a sufficient amount for the payment of (a) with respect to the interest on the Bonds and any bonds issued on a parity therewith as such interest

C-13 shall fall due on the next Interest Payment Date, (b) the necessary fiscal agency charges for paying the principal of and interest on the Bonds and any bonds issued on a parity therewith due on the next Interest Payment Date, and (c) one half (l/2) of the principal of the Bonds and any bonds issued on a parity therewith payable on the next principal payment date. Such deposits will continue until such time as the Bond Principal and Interest Account will contain an amount sufficient to pay all of the Bonds and any bonds issued on a parity therewith then outstanding, together with the interest thereon to the dates of maturity thereof.

(b) Reserve Account. On the last day of each calendar month, there will be credited from available PILOT Revenues to the Reserve Account created hereby in amounts sufficient to produce, in equal monthly installments over a sixty (60) month period (commencing upon the date of delivery of the Bonds), an amount equal to the least of (i) the maximum annual debt service on all outstanding Bonds and any bonds issued on a parity therewith, (ii) one hundred twenty-five percent (125%) of the average annual debt service on all outstanding Bonds and any bonds issued on a parity therewith, or (iii) ten percent (10%) of the proceeds of the Bonds and any bonds issued on a parity therewith (the “Debt Service Reserve Requirement”); provided, however, that the City Controller, with the advice of the Financial Advisor, may elect to satisfy all or a portion of the Debt Service Reserve Requirement on the date of delivery of the Bonds from Bond proceeds or other available funds of the City. In addition, the Debt Service Reserve Requirement may be satisfied with cash, a debt service reserve surety bond or a combination thereof. Such credits to the Reserve Account will continue until the balance therein will equal the Debt Service Reserve Requirement. The Reserve Account will constitute the margin for safety as a protection against default in the payment of principal of and interest on the Bonds (and any other parity bonds of the City payable from the PILOT Revenues so long as the Debt Service Reserve Requirement has been increased proportionately), and the moneys in the Reserve Account will be used to pay current principal and interest on the Bonds (and any parity bonds thereof) to the extent that moneys in the Bond Principal and Interest Account are insufficient for that purpose. The Reserve Requirement may be satisfied and held, in whole or in part, by the Bond Bank pursuant to the terms of the indenture authorizing the issuance of the Bond Bank Bonds, and such amounts will be deemed to be amounts held in the Reserve Account. Any deficiencies in credits to the Reserve Account will be promptly made up from the next available PILOT Revenues remaining after credits into the Bond Principal and Interest Account. In the event moneys in the Reserve Account are transferred to the Bond Principal and Interest Account to pay principal and interest on bonds, then such depletion of the balance in the Reserve Account will be made up from the next available PILOT Revenues after the credits into the Bond Principal and Interest Account. Any moneys in the Reserve Account in excess of the Debt Service Reserve Requirement will be transferred to the Excess Account, and in no event shall such excess moneys be held in the Reserve Account. Funds employed to meet the Debt Service Reserve Requirement, to the extent allocable to the Bonds, will be invested in accordance with the Bond Ordinance.

Notwithstanding anything to the contrary above, the Debt Service Reserve Requirement with respect to the Series 2017A PILOT Revenue Refunding Bonds will be deemed satisfied by the deposit of the Series 2017 Surety Bond in the Debt Serve Reserve Fund under the Indenture.

(c) Excess Account. Any remaining PILOT Revenues distributed to the City pursuant to the Act will be deemed excess funds and will be deposited in the Excess Account for appropriation and use as permitted by law. In the event of any deficiency at any time in the Bond Principal and Interest Account for the purposes of paying the interest on or principal of bonds, which by their terms are payable from PILOT Revenues in the Sinking Fund, funds may be withdrawn from the Excess Account for deposit into such Bond Principal and Interest Account in the amount of such deficiency.

All funds in such accounts will be segregated and kept separate and apart from all other funds of the City and will be deposited in lawful depositories of the City and continuously held and secured or invested as provided by law. Interest earned in each such account will be credited to such account, except that the amount of funds in the Reserve Account will not exceed the Debt Service Reserve Requirement, and any such excess will be deposited into the Excess Account.

Investment of Funds and Accounts

All Funds and Accounts established under the Bond Ordinance will be held, administered and invested in a manner which is permitted by, and consistent with, Indiana law.

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Rate Covenant

All of the PILOT Revenues distributed to the City pursuant to Indiana Code 36-3-2-10, as amended, deposited into the Sinking Fund are irrevocably pledged to the payment of the principal of and interest on the Series 2017A PILOT Revenue Refunding Bonds and any other bonds thereafter issued on a parity therewith. So long as the City-County Council has the authority to establish the amount of the PILOT Revenues, the City covenants and agrees that it will establish and maintain sufficient PILOT Revenues to comply with and satisfy all covenants contained in the Bond Ordinance and for the payment of the sums required to be paid into the Sinking Fund by the Bond Ordinance.

Additional Bonds

The City reserves the right to authorize and issue additional bonds, payable out of the PILOT Revenues, ranking on a parity with the Series 2017A PILOT Revenue Refunding Bonds, for the purpose of financing the cost of additional projects. The authorization and issuance of parity bonds will be subject to the following conditions precedent:

(a) All interest and principal payments with respect to all bonds payable from amounts that the City receives from the PILOT Revenues have been paid in accordance with their terms.

(b) All required deposits into the Bond Principal and Interest Account and the Reserve Account, if any, have been made in accordance with the provisions of the Bond Ordinance.

(c) Either: (1) the PILOT Revenues distributed to the City pursuant to the Act in the fiscal year immediately preceding the issuance of any such bonds ranking on a parity with the Bonds are not less than one hundred twenty-five percent (125%) of the maximum annual interest and principal requirements of all the then outstanding bonds payable from amounts that the City receives from the PILOT Revenues and the additional parity bonds proposed to be issued; or (2) the PILOT Revenues distributed to the City pursuant to the Act for the first full fiscal year immediately succeeding the issuance of any such bonds ranking on a parity with the Bonds are projected by a certified public accountant or independent financial advisor to be at least equal to one hundred twenty-five percent (125%) of the maximum annual interest and principal requirements of all the then outstanding bonds payable from amounts that the City receives from the PILOT Revenues and the additional parity bonds proposed to be issued.

For purposes of the Bond Ordinance, the records of the City will be analyzed and all showing prepared by a certified public accountant or independent financial advisor employed by the City for that purpose.

(d) The interest on the additional parity bonds will be payable semiannually on the first day of January and July in the years in which interest is payable and the principal of the additional parity bonds shall be payable on the same dates as the bonds in the years in which principal is payable.

Except as described above, so long as any of the Bonds are outstanding, no additional bonds or other obligations pledging any portion of the PILOT Revenues distributed to the City pursuant to the Act shall be authorized, executed or issued by the City except such as shall be made subordinate and junior in all respects to the Bonds, unless all of the Bonds are redeemed and retired coincidentally with the delivery of such additional bonds or other obligations, or funds sufficient to effect such redemption are available and set aside for that purpose at the time of issuance of such additional bonds.

Defeasance

If, when the Series 2017A PILOT Revenue Refunding Bonds or any portion thereof have become due and payable in accordance with their terms or have been duly called for redemption or irrevocable instructions to call the Series 2017A PILOT Revenue Refunding Bonds or a portion thereof have been given, and the whole amount of the principal and the interest so due and payable upon such Series 2017A PILOT Revenue Refunding Bonds or any portion thereof then outstanding have been paid, or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, the principal of and the interest on which when due will provide sufficient moneys for such purpose, or (iii) time certificates of

C-15 deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks, the principal of and interest on which when due will provide sufficient moneys for such purpose, are held in trust for such purpose, then and in that case the Series 2017A PILOT Revenue Refunding Bonds or such portion thereof will no longer be deemed outstanding or entitled to the pledge of the PILOT Revenues distributed to the City deposited in the Sinking Fund.

Tax Covenants

In order to preserve the excludability from gross income of interest on the Series 2017A PILOT Revenue Refunding Bonds under federal law and as an inducement to the purchasers of the Series 2017A PILOT Revenue Refunding Bonds, the Qualified Entity represents, covenants, and agrees that, among other things, the Qualified Entity will take no action nor fail to take any action with respect to the Series 2017A PILOT Revenue Refunding Bonds that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Series 2010A PILOT Revenue Refunding Bonds under Section 103 of the Code, nor will it act in any other manner which would adversely affect such exclusion. The tax covenants are based solely on current law in effect and in existence on the date of issuance of the Series 2017A PILOT Revenue Refunding Bonds.

Amendments

Supplemental Ordinances Requiring Consent of Owners. The Bond Ordinance, and the rights and obligations of the City and the owners of the Series 2017A PILOT Revenue Refunding Bonds may be modified or amended at any time by supplemental ordinances adopted by the City-County Council with the consent of the owners of the Series 2017A PILOT Revenue Refunding Bonds holding at least fifty-one percent (51%) in aggregate principal amount of the outstanding Series 2017A PILOT Revenue Refunding Bonds (exclusive of Series 2017A PILOT Revenue Refunding Bonds, if any, owned by the City); provided, however, that no such modification or amendment will, without the express consent of the owners of the Series 2017A PILOT Revenue Refunding Bonds affected, reduce the principal amount of any Series 2017A PILOT Revenue Refunding Bond, reduce the interest rate payable thereon, advance the earliest redemption date, extend its maturity or the times for paying interest thereon, permit a privilege or priority of any Series 2017A PILOT Revenue Refunding Bond or Series 2017A PILOT Revenue Refunding Bonds over any other Series 2017A PILOT Revenue Refunding Bond or Series 2017A PILOT Revenue Refunding Bonds, create a lien securing any Series 2017A PILOT Revenue Refunding Bonds other than a lien ratably securing all of the Series 2017A PILOT Revenue Refunding Bonds outstanding, or change the monetary medium in which principal and interest are payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification to the Bond Ordinance.

Supplemental Ordinances Not Requiring Consent of Owners. The Qualified Entity from time to time and at any time, may adopt a supplemental Ordinance for any one or all of the following purposes, without the consent of or notice to the owners of any outstanding Series 2017A PILOT Revenue Refunding Bonds:

(i) to cure any ambiguity or formal defect or omission in the Bond Ordinance;

(ii) to grant to or confer upon the owners of the Series 2017A PILOT Revenue Refunding Bonds any additional benefits, rights, remedies, powers, authority or security that may be lawfully granted to or conferred upon the owners of the Series 2017A PILOT Revenue Refunding Bonds, or to make any change which, in the judgment of the City, is not to the prejudice of the owners of the Series 2017A PILOT Revenue Refunding Bonds;

(iii) to modify, amend or supplement the Bond Ordinance to permit the qualification of the Series 2017A PILOT Revenue Refunding Bonds for sale under the securities laws of the United States of America or of any of the states of the United States of America;

(iv) to provide for the refunding or advance refunding of the Series 2017A PILOT Revenue Refunding Bonds;

(v) to procure a rating on the Series 2017A PILOT Revenue Refunding Bonds from a nationally recognized securities rating agency designated in such supplemental ordinance, if such

C-16 supplemental ordinance will not adversely affect the owners of the Series 2017A PILOT Revenue Refunding Bonds; or

(vi) Any other purpose which, in the judgment of the City, does not adversely impact the interests of the owners of the Series 2017A PILOT Revenue Refunding Bonds.

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[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D

FORM OF CONTINUING DISCLOSURE UNDERTAKING AGREEMENT

CONTINUING DISCLOSURE UNDERTAKING AGREEMENT

$______THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK REFUNDING BONDS, SERIES 2017C (PILOT INFRASTRUCTURE PROJECT)

This Continuing Disclosure Undertaking Agreement (this “Agreement”) is made this ____ day of December, 2017, by The Indianapolis Local Public Improvement Bond Bank (the “Issuer”) for the benefit of EACH BONDHOLDER (as defined herein) for the purpose of permitting Morgan Stanley & Co. LLC (the “Representative”), acting on behalf of itself and Mesirow Financial, Inc., and Siebert Cisneros Shank & Co., L.L.C. (the “Participating Underwriters” and together with the Representative, the “Underwriters”), to underwrite the Bonds (as defined herein) in compliance with Rule 15c2-12 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Rule”).

WITNESSETH THAT:

WHEREAS, the Issuer desires to enter into this Agreement, and the City of Indianapolis, Indiana (the “City”), desires to acknowledge this Agreement in order to assist the Underwriters in complying with the Rule; and

WHEREAS, CWA Authority, Inc., has no obligation under this Agreement to provide any information to the Issuer or any other person;

NOW, THEREFORE, in consideration of the Underwriters’ and any Bondholder’s payment for and acceptance of any Bonds, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and Bondholders agree as follows:

Section 1. Definitions. The words and terms defined in this Agreement shall have the meanings herein specified, unless the context or use clearly indicates another or different meaning or intent. Those words and terms not expressly defined herein and used herein with initial capitalization where rules of grammar do not otherwise require capitalization, shall have the meanings assigned to them in the Rule. The following capitalized terms shall have the following meanings:

“Additional Annual Report” shall have the meaning ascribed to it in Section 6(b) hereof.

“Annual Report of the City” shall have the meaning ascribed to it in Section 6(a) hereof.

“Annual Reports” shall mean the Annual Report of the City and any Additional Annual Report.

“Bondholder” shall mean any registered or beneficial owner or holder of any Bond.

“City” shall mean the City of Indianapolis, Indiana.

“EMMA” shall mean the Electronic Municipal Market Access system of the MSRB for use in the collection and dissemination of information, which system the Securities and Exchange Commission has stated to be consistent with the Rule. Currently, the following is the website address for EMMA: emma.msrb.org.

“Indenture” means the Trust Indenture, dated as of July 1, 2010, as amended and supplemented by the First Supplemental Trust Indenture, dated as of December 1, 2017, both between the Bond Bank and Wells Fargo Bank, N.A., as trustee.

“Listed Events” shall mean any of the events listed in Section 9 of this Agreement.

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“MSRB” shall mean the Municipal Securities Rulemaking Board, located at:

1150 18th Street, NW, Suite 400 Washington, D.C. 20036-3816 Phone: (202) 223-9347 Fax: (202) 872-0347 Internet: www.msrb.org

“Obligated Person” means any person, including an issuer of municipal securities, who is either generally or through an enterprise, fund or account of such person committed by contract or other arrangement to support payment of all or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other credit or liquidity facilities).

“Official Statement” shall mean the Official Statement, dated December __, 2017, prepared in connection with the sale of the Bonds.

“Rule” shall mean Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.

“State” shall mean the State of Indiana.

“Underwriters” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds, including the Representative and the Participating Underwriters.

Section 2. Bonds. This Agreement applies to the issuance by the Issuer of The Indianapolis Local Public Improvement Bond Bank Refunding Bonds, Series 2017C (PILOT Infrastructure Project) (the “Bonds”), dated the date hereof, in the aggregate principal amount of $______.

Section 3. Term. The term of this Agreement is from the date of delivery of the Bonds by the Issuer to the earlier of (a) the date of the last payment of principal or redemption price, if any, of, and interest to accrue on, all the Bonds and (b) the date the Bonds are defeased under the Indenture.

Section 4. Obligated Persons. The Issuer hereby warrants and represents as of the date hereof, that the City is an Obligated Person with respect to the Bonds. If the City or another Obligated Person is no longer committed by contract or other arrangement to support payment of the obligations on the Bonds, the City or such Obligated Person, respectively, shall no longer be considered an Obligated Person within the meaning of the Rule and the continuing disclosure obligation under this Agreement to provide annual financial information and notices of events shall terminate with respect to the City or such Obligated Person, respectively. If the City or another Obligated Person is no longer considered an Obligated Person within the meaning of the Rule, the Issuer shall file, or cause to be filed with EMMA a written notice that such entity is no longer an Obligated Person.

Section 5. Purpose of the Agreement. This Agreement is being executed and delivered by the Issuer for the benefit of each Bondholder and in order to assist the Underwriters in complying with the Rule.

Section 6. Contents of the Annual Reports.

(a) The annual report of the City shall contain or incorporate by reference the following:

(i) the audited financial statements of the City for the fiscal year; and

(ii) annual financial information for the City for such fiscal year, other than the audited financial statements described in clause (i) above, including:

(A) the unaudited financial statements of the City, if audited financial statements are not then available; and

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(B) financial information or operating data related to the City of the type included in Appendix A to the Official Statement, including, without limitation:

(I) “Table F, Ten Largest City of Indianapolis Taxpayers”;

(II) “Table H, Net Assessed Valuation”;

(III) “Table I, Property Tax Levies and Collections”;

(IV) “Table J, Assessed Value and Estimated Actual Value of Taxable Property”;

(V) “Table K, Tax Revenues by Source – Governmental Funds”;

(VI) “Table L, Historic Actual Revenue and Expenditures”;

(VII) “Table M, General Fund Non-GAAP Basis (Budgetary)”;

(VIII) “Table N, Fund Balances – Governmental Funds”;

(IX) that included within the text under the caption “Outstanding Debt/Categories of Debt”;

(X) “Table O, Fund Balances – Governmental Funds”; and

(XI) that included within the text under the caption “Pensions and Other Postemployment Benefits” (collectively, the “Annual Report of the City”).

(b) The annual report of any Obligated Person, other than the City, shall contain or incorporate by reference the following:

(i) the audited financial statements of such Obligated Person for the fiscal year; and

(ii) annual financial information for such Obligated Person for such fiscal year, other than the audited financial statements described in clause (i) above, including:

(A) the unaudited financial statements of such Obligated Person, if audited financial statements are not then available; and

(B) financial information or operating data related to such Obligated Person of the type referred to in the Official Statement (collectively, the “Additional Annual Report”).

(c) All or any of the components of the Annual Reports may be included by specific reference to documents available to the public on the MSRB’s Internet Web site or filed with the SEC. If the City prepares a Comprehensive Annual Financial Report (“CAFR”) that includes the components listed above, the Issuer may designate the CAFR as the Annual Report of the City.

(d) If any of the components listed above relating to the City no longer can be provided, because the operations to which they are related have been materially changed or discontinued, a statement to that effect, provided by the Issuer to the MSRB, along with any other components required to be provided under this Agreement, shall satisfy the undertaking to provide the Annual Report of the City. To the extent available, the Issuer shall cause to be filed, along with the operating data included in the Annual Report of the City, operating data similar to that, which can no longer be provided.

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(e) If any of the components listed above relating to any Obligated Person, other than the City, no longer can be provided, because the operations to which they are related have been materially changed or discontinued, a statement to that effect, provided by the Issuer to the MSRB, along with any other components required to be provided under this Agreement, shall satisfy the undertaking to provide the Additional Annual Report related to such Obligated Person. To the extent available, the Issuer shall cause to be filed, along with the operating data included in the Additional Annual Report of such Obligated Person, operating data similar to that, which can no longer be provided.

(f) Failure to provide any component of the Annual Reports, because it is not available to the Issuer on the date by which an Annual Report is required to be provided hereunder, shall not be deemed to be a breach of this Agreement; provided, however, that in the event such component is not available to the Issuer, the Issuer will provide to the MSRB in the remainder of the Annual Report, (i) a description of the components that are not available, (ii) any replacement or substitute information, if available with respect to the Annual Report of the City, (iii) whether such components are expected to be available, and (iv) if known by the Issuer, the date such information will be made available to the Issuer. The Issuer further agrees to supplement such Annual Report filing when such data is available.

Section 7. Provision of Annual Reports.

(a) The Issuer shall, not later than 210 days after the fiscal year end of the City, commencing with the fiscal year ended December 31, 2017, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report of the City for the fiscal year of the City ended December 31 of the previous year, which Annual Report shall be consistent with the requirements of Section 6 hereof.

(b) The Issuer shall provide to the MSRB, in an electronic format as prescribed by the MSRB (i) when and if available, the audited financial statements of any Obligated Person, other than the City, for each fiscal year ended with respect to such Obligated Person, commencing with the fiscal year of such Obligated Person ended in 2018, within 90 days of such Obligated Person’s receipt thereof from its auditors, and (ii) within 210 days of the end of each fiscal year of such Obligated Person, beginning with the fiscal year of such Obligated Person ended in 2017, the remainder of the Annual Report of such Obligated Person, which Annual Report shall be consistent with the requirements of Section 6 hereof.

(c) The Issuer shall furnish an Annual Report to any person requesting the same. Requests for Annual Reports shall be made to: Ms. Sarah Riordan, Executive Director and General Counsel, and/or Mr. Kyle Willis, Associate Director and Chief Compliance Officer, The Indianapolis Local Public Improvement Bond Bank, Suite 2342, 200 East Washington Street, Indianapolis, Indiana 46204.

Section 8. Accounting Principles.

(a) The accounting principles pursuant to which the City’s financial statements will be prepared shall be generally accepted accounting principles, as in effect from time to time, those described in the auditors’ report and the notes accompanying the audited financial statements relating to the City incorporated by reference in the Official Statement or those mandated by State law from time to time, or any other accounting principles which do not, in the determination of the City, materially deviate from any of such accounting principles.

(b) The audited financial statements of any Obligated Person, other than the City, will be prepared by such Obligated Person’s independent auditors in accordance with the accounting principles mandated by State law from time to time and customarily used or prescribed by such Obligated Person.

Section 9. Reporting of Significant Events.

(a) The Issuer shall provide to the MSRB in a timely manner not in excess of 10 business days after the occurrence of the event, notice of any of the following events with respect to the Bonds:

(i) Principal and interest payment delinquencies;

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(ii) Non-payment related defaults, if material;

(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;

(v) Substitution of credit or liquidity providers, or their failure to perform;

(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security;

(vii) Modifications to rights of security holders, if material;

(viii) Bond calls (other than mandatory, scheduled redemptions, not otherwise contingent upon the occurrence of an event, the terms of which redemptions are set forth in detail in the Official Statement), if material, and tender offers;

(ix) Defeasances;

(x) Release, substitution or sale of property securing repayment of the securities, if material;

(xi) Rating changes;

(xii) Bankruptcy, insolvency, receivership or similar event of the obligated person;

(xiii) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

For the purpose of the event set forth in clause (xii) above, such event is considered to occur when any of the following occur:

(A) the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority; or

(B) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

Section 10. Undertaking to Provide Annual Reports of Obligated Persons, Other than the City. As of each January 1, commencing in 2018, the Bond Bank shall determine which person or persons then constitute an Obligated Person, other than the City. The Bond Bank shall thereafter obtain the Additional Annual Reports of each such Obligated Person and submit them to EMMA in an electronic format as prescribed by the MSRB in accordance with the terms of this Agreement.

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Section 11. Means of Reporting Information.

(a) The Issuer shall provide information to the MSRB’s EMMA disclosure service as prescribed by the MSRB. As of the date hereof, submissions must be by electronic submission in an electronic portable document format (“PDF”) that shall have a word-search function permitting a user to search the document. All documents provided to the MSRB under this Agreement shall be accompanied by identifying information as prescribed by the MSRB.

(b) The Issuer is authorized to transmit information to the MSRB by whatever means are mutually acceptable to the Issuer and the MSRB.

Section 12. Use of Agent.

(a) The Issuer may, at its sole discretion, utilize an agent (the “Dissemination Agent”) in connection with the dissemination of any information required to be provided by the Issuer pursuant to the Rule and this Agreement. If a Dissemination Agent is selected for these purposes, the Issuer shall provide prior written notice thereof (as well as notice of replacement or dismissal of such agent) to the MSRB.

(b) Further, the Issuer may, at its sole discretion, retain counsel or others with expertise in securities matters for the purpose of assisting the Issuer in making judgments with respect to the scope of its obligations hereunder and compliance therewith, all to further the purposes of this Agreement as set forth in the preamble and Section 13 hereof.

Section 13. Failure to Provide Annual Reports. If for any reason, the Issuer fails to provide an Annual Report as required by this Agreement, the Issuer shall provide notice of such failure in a timely manner to the MSRB, through its EMMA system, in an electronic format as prescribed by the MSRB, which shall include a statement as to the date by which the Issuer anticipates that such Annual Report will be provided to the MSRB.

Section 14. Remedy.

(a) The purpose of this Agreement is to enable the Underwriters to purchase the Bonds by providing for an undertaking by the Issuer in satisfaction of the Rule. This Agreement is solely for the benefit of the owners of the Bonds and creates no new contractual or other rights for any Underwriter, the SEC, any underwriter, broker, dealer, municipal securities dealer, potential customer or Obligated Person or any other third party. The sole remedy against the Issuer for any failure to carry out any provision of this Agreement shall be for specific performance of the Issuer’s disclosure obligations hereunder and not for money damages of any kind or in any amount or for any other remedy. The Issuer’s failure to honor its covenants hereunder shall not constitute a breach or default of the Bonds, the Indenture or any other agreement to which the Issuer is a party.

(b) Subject to this Section, the remedy set forth in subsection (a) above may be exercised by any holder of Bonds in any court of competent jurisdiction in the State. An affidavit to the effect that such person is a holder of Bonds supported by reasonable documentation of such claim shall be sufficient to evidence standing to pursue this remedy.

(c) Prior to pursuing any remedy for any breach of any obligation under this Agreement, a holder of Bonds shall give notice to the Issuer, by registered or certified mail, of such breach and its intent to pursue such remedy. Fifteen (15) days after the mailing of such notice, and not before, such remedy may be pursued under this Agreement if and to the extent the Issuer has failed to cure such breach within such fifteen (15) days.

Section 15. Modification of Agreement. The Issuer may, from time to time, amend any obligation of the Issuer under this Agreement and waive any provision of this Agreement, without notice to or consent from any holder or beneficial owner of the Bonds, provided that the following conditions are satisfied: (a)(i) it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or change in the identity, nature or status of the Issuer, the City or any other Obligated Person, or type of business conducted, (ii) this Agreement, as so amended, or taking into account such waiver, would, in the opinion of counsel expert in federal securities laws, have complied with the requirements of the Rule on the date hereof, after taking

D-6 into account any amendments or interpretations of the Rule, as well as any change in circumstances, and (iii) such amendment or waiver either (A) is approved by the holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of the holders of the Bonds, or (B) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of any Bondholder; or (b) such amendment is otherwise permitted by the Rule.

Section 16. Interpretation Under Indiana Law. It is the intention of the parties hereto that this Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and enforced in accordance with, the law of the State.

Section 17. Severability Clause. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 18. Successors and Assigns. All covenants and agreements in this Agreement made by the Issuer shall bind its successors, whether so expressed or not.

Section 19. Notices. All notices required to be given to the Issuer under this Agreement shall be made at the following addresses:

The Indianapolis Local Public Improvement Bond Bank City-County Building, Room 2421 200 East Washington Street Indianapolis, Indiana 46204 Attention: Executive Director

IN WITNESS WHEREOF, the Issuer has caused this Agreement to be executed as of this ____ day of December, 2017.

THE INDIANAPOLIS LOCAL PUBLIC IMPROVEMENT BOND BANK, as Issuer

By: ______Name: ______Title: ______

ACKNOWLEDGMENT

Acknowledged and agree by the City of Indianapolis, Indiana, as an Obligated Person under this Agreement, to provide timely the information required by Section 6(a) hereof to the Issuer.

THE CITY OF INDIANAPOLIS, INDIANA

By: ______Joseph H. Hogsett, Mayor

Attest:

By: ______Fady Qaddoura, City Controller

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[THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX E

FORM OF OPINION OF BOND COUNSEL AND CO-BOND COUNSEL

FORM OF OPINION OF BOND COUNSEL

Upon delivery of the Series 2017C Bonds in definitive form, Krieg DeVault LLP, Bond Counsel, proposes to render the following opinion with respect to the Series 2017C Bonds in substantially the following form

______, 2017

The Indianapolis Local Public Improvement Bond Bank Indianapolis, Indiana

Re: $______The Indianapolis Local Public Improvement Bond Bank Refunding Bonds, Series 2017C (PILOT Infrastructure Project)

Ladies and Gentlemen:

We have acted as bond counsel to The Indianapolis Local Public Improvement Bond Bank (the “Issuer”) in connection with the issuance by the Issuer of its Refunding Bonds, Series 2017C (PILOT Infrastructure Project), dated _____, 2017 (the “Bonds”), in the original aggregate principal amount of $______, pursuant to Indiana Code 5- 1.4, as amended, Resolution No. 3 adopted by the Board of Directors of the Issuer on October 23, 2017 (the “Bond Resolution”), and the Trust Indenture, dated as of July 1, 2010, as supplemented and amended by the First Supplemental Trust Indenture, dated as of December 1, 2017 (collectively, the “Indenture”), between the Issuer and Wells Fargo Bank, N.A., as trustee (the “Trustee”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion.

Regarding questions of fact material to our opinion, we have relied on representations of the Issuer contained in the Bond Resolution and the Indenture, the certified proceedings and other certifications of public officials furnished to us, and certifications, representations and other information furnished to us by or on behalf of the Issuer and others, including, without limitation, certifications contained in the tax and arbitrage certificate of the Issuer and the City of Indianapolis, Indiana (the “Qualified Entity”) dated the date hereof, without undertaking to verify the same by independent investigation. We have relied upon the opinion of Sarah Riordan, General Counsel to the Issuer, dated the date hereof, as to the matters stated therein. We have also relied upon the reports of Sycamore Financial Advisors, LLC, Indianapolis, Indiana, and Grant Thornton LLP, independent certified public accountants, dated the date hereof, as to the matters stated therein.

Based on the foregoing, we are of the opinion that, under existing law:

1. The Issuer is a body corporate and politic validly existing under the laws of the State of Indiana (the “State”), with the corporate power to execute and deliver the Indenture and perform its obligations thereunder and to issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding limited obligations of the Issuer, enforceable in accordance with their terms. The Bonds are payable solely from the Trust Estate (as defined in the Indenture).

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3. The Indenture has been duly authorized, executed and delivered by the Issuer and is a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.

4. Under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on this date (the “Code”), the interest on the Bonds is excludable from gross income for federal income tax purposes. The opinion set forth in this paragraph is subject to the condition that both the Issuer and the Qualified Entity comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. Each of the Issuer and the Qualified Entity has covenanted or represented that it will comply with such requirements. Failure to comply with certain of such requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

5. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on corporations.

6. Interest on the Bonds is exempt from income taxation in the State for all purposes, except the State financial institutions tax.

We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement, dated ______, 2017, or any other offering material relating to the Bonds.

We express no opinion regarding any tax consequences arising with respect to the Bonds, other than as expressly set forth herein.

With respect to the enforceability of any document or instrument, this opinion is subject to the qualifications that: (i) the enforceability of such document or instrument may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance and similar laws relating to or affecting the enforcement of creditors’ rights; (ii) the enforceability of equitable rights and remedies provided for in such document or instrument is subject to judicial discretion, and the enforceability of such document or instrument may be limited by general principles of equity; (iii) the enforceability of such document or instrument may be limited by public policy; and (iv) certain remedial, waiver and other provisions of such document or instrument may be unenforceable, provided, however, that in our opinion the unenforceability of those provisions would not, subject to the other qualifications set forth herein, affect the validity of such document or instrument or prevent the practical realization of the benefits thereof.

This opinion is given only as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Very truly yours,

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FORM OF CO-BOND COUNSEL OPINION

Upon delivery of the Series 2017C Bonds in definitive form, MWH Law Group, LLP, Co-Bond Counsel, proposes to render the following opinion with respect to the Series 2017C Bonds in substantially the following form

______, 2017

The Indianapolis Local Public Improvement Bond Bank Indianapolis, Indiana

Re: $______The Indianapolis Local Public Improvement Bond Bank Refunding Bonds, Series 2017C (PILOT Infrastructure Project)

Ladies and Gentlemen:

We have acted as co-bond counsel to The Indianapolis Local Public Improvement Bond Bank (the “Issuer”) in connection with the issuance by the Issuer of its Refunding Bonds, Series 2017C (PILOT Infrastructure Project), dated ______, 2017 (the “Bonds”), in the original aggregate principal amount of $______, pursuant to Indiana Code 5-1.4, as amended, Resolution No. 3 adopted by the Board of Directors of the Issuer on October 23, 2017 (the “Bond Resolution”), and the Trust Indenture, dated as of July 1, 2010, as supplemented and amended by the First Supplemental Trust Indenture, dated as of December 1, 2017 (collectively, the “Indenture”), between the Issuer and Wells Fargo Bank, N.A., as trustee (the “Trustee”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion.

Regarding questions of fact material to our opinion, we have relied on representations of the Issuer contained in the Bond Resolution and the Indenture, the certified proceedings and other certifications of public officials furnished to us, and certifications, representations and other information furnished to us by or on behalf of the Issuer and others, including, without limitation, certifications contained in the tax and arbitrage certificate of the Issuer and the City of Indianapolis, Indiana (the “Qualified Entity”), dated the date hereof, without undertaking to verify the same by independent investigation. We have relied upon (i) the opinion of Krieg DeVault LLP, Indianapolis, Indiana, bond counsel to the Issuer, dated the date hereof, as to the federal tax matters stated therein and (ii) the opinion of Sarah Riordan, General Counsel to the Issuer, dated the date hereof, as to the matters stated therein. We have also relied upon the reports of Sycamore Financial Advisors, LLC, Indiana, and Grant Thornton LLP, independent certified public accountants, dated the date hereof, as to the matters stated therein.

Based on the foregoing, we are of the opinion that, under existing law:

3. The Indenture has been duly authorized, executed and delivered by the Issuer and is a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms.

E-3 requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. Each of the Issuer and the Qualified Entity has covenanted or represented that it will comply with such requirements. Failure to comply with certain of such requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds.

6. Interest on the Bonds is exempt from income taxation in the State for all purposes, except the State financial institutions tax.

We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement, dated ______, 2017, or any other offering material relating to the Bonds.

We express no opinion regarding any tax consequences arising with respect to the Bonds, other than as expressly set forth herein.

Very truly yours,

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