City Commission Packet 01-27-2009

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  CITY OF MUSKEGON
   CITY COMMISSION MEETING
                   JANUARY 27, 2009
 CITY COMMISSION CHAMBERS @ 5:30 P.M.
                           AGENDA

CALL TO ORDER:
PRAYER:
PLEDGE OF ALLEGIANCE:
ROLL CALL:
HONORS AND AWARDS:
INTRODUCTIONS/PRESENTATION:
CONSENT AGENDA:
  A. Approval of Minutes. CITY CLERK
  B. Trust Fund Grant Agreement for Smith-Ryerson Park.      PLANNING &
     ECONOMIC DEVELOPMENT
  C. Ammunition Purchase. PUBLIC SAFETY
  D. Assessing Services Contract. FINANCE
  E. New Cingular Wireless Amended Tower Lease Agreement.          PUBLIC
     WORKS
  F. Request for Encroachment Agreement for 1788 Terrace Street, Rykes
     Bakery. ENGINEERING
  G. Transportation Improvements Program Submittal for 2012-2013 Projects.
     ENGINEERING
PUBLIC HEARINGS:
COMMUNICATIONS:
CITY MANAGER’S REPORT:
UNFINISHED BUSINESS:
  A. Concurrence with the Housing Board of Appeals Notice and Order to
     Demolish 254 Amity Avenue. PUBLIC SAFETY
       B. Request to Revoke the Obsolete Property Rehabilitation Exemption
          Certificate at 790 Terrace. PLANNING & ECONOMIC DEVELOPMENT
   NEW BUSINESS:
       A. Proposed Water Bond Refunding. FINANCE
       B. Towing Contract. PUBLIC SAFETY
       C. Commercial Redevelopment Tax Abatement                                              Districts   Policy.
          PLANNING & ECONOMIC DEVELOPMENT
       D. Engineering Services Agreement with Sidock Group to Evaluate the
          Seawall at the Site Known as the Amoco Property. ENGINEERING
       E. Terminate the Arena Management Contract. CITY MANAGER
       F. Arena and Concession Management Agreements. CITY MANAGER
       G. Assignment of Ground Lease – 1601 Beach Street. CITY MANAGER
       H. Request for Encroachment Agreement for 746 W. Laketon Ave. -
          Wayne’s Deli. ENGINEERING
       I. Concurrence with the Housing Board of Appeals Notice and Order to
          Demolish the Following: PUBLIC SAFETY
            1305 Jefferson Street – Garage (Area 10)
            922 S. Getty Street
            616 Catherine Avenue (Area 11)
            355 W. Grand Avenue (Area 11)
            267 Iona Avenue – Garage (Area 11)
   ANY OTHER BUSINESS:
   PUBLIC PARTICIPATION:
   Reminder: Individuals who would like to address the City Commission shall do the following:
   Fill out a request to speak form attached to the agenda or located in the back of the room.
    Submit the form to the City Clerk.
   Be recognized by the Chair.
   Step forward to the microphone.
   State name and address.
   Limit of 3 minutes to address the Commission.
   (Speaker representing a group may be allowed 10 minutes if previously registered with City Clerk.)

   CLOSED SESSION:
   ADJOURNMENT:
ADA POLICY: The City of Muskegon will provide necessary auxiliary aids and services to individuals who
want to attend the meeting upon twenty four hour notice to the City of Muskegon. Please contact Ann
Marie Becker, City Clerk, 933 Terrace Street, Muskegon, MI 49440 or by calling (231) 724-6705 or TDD:
(231) 724-4172.
Date:     January 27, 2009
To:       Honorable Mayor and City Commissioners
From:     Ann Marie Becker, City Clerk
RE:       Approval of Minutes




SUMMARY OF REQUEST: To approve minutes for the January 12th
Commission Worksession, and the January 13th Regular Commission
Meeting.


FINANCIAL IMPACT: None.


BUDGET ACTION REQUIRED: None.


STAFF RECOMMENDATION: Approval of the minutes.
     CITY OF MUSKEGON
       CITY COMMISSION MEETING
                      JANUARY 13, 2009
    CITY COMMISSION CHAMBERS @ 5:30 P.M.
                                  MINUTES

    The Regular Commission Meeting of the City of Muskegon was held at City
Hall, 933 Terrace Street, Muskegon, Michigan at 5:30 p.m., Tuesday, January 13,
2009.
    Mayor Warmington opened the meeting with a prayer from Pastor Trent
Williams from the Zion Baptist Church after which the Commission and public
recited the Pledge of Allegiance to the Flag.
ROLL CALL FOR THE REGULAR COMMISSION MEETING:
   Present: Mayor Stephen Warmington, Vice Mayor Stephen Gawron,
Commissioners Sue Wierengo, Steve Wisneski, Chris Carter, Clara Shepherd and
Lawrence Spataro, City Manager Bryon Mazade, City Attorney John Schrier, and
City Clerk Ann Marie Becker.
2009-02 CONSENT AGENDA:
      A. Approval of Minutes. CITY CLERK
SUMMARY OF REQUEST: To approve minutes for the December 8th Commission
Worksession, and the December 9th Regular Commission Meeting.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval of the minutes.
      B. Risk Avoidance Program (RAP) Grant. PUBLIC SAFETY
SUMMARY OF REQUEST: The Director of Public Safety is requesting approval to
accept a Risk Avoidance Grant (RAP) in the amount of $2,625. This grant will be
utilized to purchase Ready Buckle Restraints for all of the marked police cruisers.
This grant represents 50% of the funding for the restraint system.
The Ready Buckle Restraint system makes it easier and is safer for the police
officers when they are securing a handcuffed individual in the rear seat of a
police cruiser.
FINANCIAL IMPACT:      The remainder of the funds will be drawn from the
Equipment Fund.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval of the agreement.
      D. Amendment to the Zoning Ordinance – Temporary Buildings, Structures
         and Uses. PLANNING & ECONOMIC DEVELOPMENT
SUMMARY OF REQUEST: Request to amend Section 2334, #1 (Temporary
Buildings, Structures, and Uses) of Article XXIII (General Provisions) to include
“movie production” structures as permitted temporary buildings.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Staff recommends amendment of the Zoning
Ordinance to include “movie production” structures as permitted temporary
buildings.
COMMITTEE RECOMMENDATION: The Planning Commission recommended
approval of the request at their December 11th meeting. The vote was
unanimous with B. Mazade, B. Smith, and J. Aslakson absent.
      E. Metro PCS Tower Lease Agreement. PUBLIC WORKS
SUMMARY OF REQUEST: Metro PCS Michigan, Inc. a Delaware Corporation and
the Department of Public Works have been in negotiations to enter into an
agreement to allow Metro PCS to lease space and install antennas and
communication equipment on the Nims Street Water Tower.
FINANCIAL IMPACT: Monthly rental will begin at $1,700 per month to be
escalated at the rate of 3% per year starting in 2009, including any renewal
terms. Revenue generated from the rental of the space shall be used to offset
Water Tank Maintenance Projects.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: To approve the Lease Agreement and to authorize
the Mayor and Clerk to sign the agreement.
      F. Response Agreement-Department of Veteran Affairs Police.         PUBLIC
         SAFETY
SUMMARY OF REQUEST: The Director of Public Safety is requesting approval to
enter into a cooperative agreement with the United States Department of
Veteran Affairs Police. This agreement, known as a “threshold agreement”,
coordinates public safety response to Veterans Affairs offices within the City,
specifically: 165 East Apple Avenue, Suite 201. There are no costs associated
with this agreement.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval of the agreement.
      G. Budgeted Vehicle Replacement – Two 2009 Ford F-150s.             PUBLIC
         WORKS
SUMMARY OF REQUEST: Approval to purchase two 2009 Ford F-150’s.
FINANCIAL IMPACT: $45,324.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION:         Approve purchase using State of Michigan
Purchasing Program.
      H. Budgeted Vehicle Replacement – Seven 2009 Crown Victorias. PUBLIC
         WORKS
SUMMARY OF REQUEST: Approval to purchase seven 2009 Crown Victorias.
FINANCIAL IMPACT: $149,079.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approve purchase from Great Lakes Ford.
      I. Special Events – Multiple Liquor License Request for Racquets
         Downtown Grill. LEISURE SERVICES
SUMMARY OF REQUEST: Racquets Downtown Grill              (in partnership with the
Muskegon Jaycees) is requesting an extension of their   liquor license to host their
annual SnowFest event on February 5, 6, and 7, 2009.     The first license is held by
Linne Lodge #57, Independent Order of Vikings, for      their Winterfest event on
February 6, 7, and 8, 2009.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
COMMITTEE RECOMMENDATION:           The Leisure Services staff approved this
request in December, 2008.
      J. Recommendations for the Various Boards and Committees. CITY CLERK
SUMMARY OF REQUEST: To concur with the recommendations from the
Community Relations Committee regarding appointments and resignations.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval.
COMMITTEE RECOMMENDATION:         The Community Relations               Committee
recommended approval at their January 5, 2009, meeting.
Motion by Commissioner Carter, second by Commissioner Shepherd to approve
the Consent Agenda as read minus items C, K, and L.
ROLL VOTE: Ayes: Wierengo, Wisneski, Carter, Gawron, Shepherd, Spataro, and
           Warmington
            Nays: None
MOTION PASSES
2009-03 ITEMS REMOVED FROM THE CONSENT AGENDA:
      C. Rezoning Request for Properties Located at 1264 Terrace Street and 185
         E. Isabella Avenue. PLANNING & ECONOMIC DEVELOPMENT
SUMMARY OF REQUEST: Request to rezone the properties located at 1264
Terrace Street and 185 E. Isabella Avenue, from R, One Family Residential District
to OSR, Open Space Recreation District.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Staff recommends approval of the request.
COMMITTEE RECOMMENDATION: The Planning Commission recommended
approval of the request at their December 11th meeting. The vote was
unanimous with B. Mazade, B. Smith, and J. Aslakson absent.
Motion by Commissioner Spataro, second by Vice Mayor Gawron to approve
the rezoning request for properties located at 1264 Terrace Street and 185 E.
Isabella Avenue.
ROLL VOTE: Ayes: Carter, Gawron, Shepherd, Spataro, Warmington, Wierengo,
           and Wisneski
            Nays: None
MOTION PASSES
      K. Gaming License Request for USS LST 393 Preservation Association. CITY
         CLERK
SUMMARY OF REQUEST: The USS LST 393 Preservation Association is requesting a
resolution recognizing them as a non-profit organization operating in the City for
the purpose of obtaining a Gaming License. They have been recognized as a
501(c)(3) organization by the State.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval.
Motion by Commissioner Spataro, second by Commissioner Shepherd to
approve the Gaming License Request for USS LST 393 Preservation Association.
ROLL VOTE: Ayes: Wisneski, Carter, Gawron, Shepherd, Spataro, Warmington,
           and Wierengo
            Nays: None
MOTION PASSES
      L. Liquor License Transfer Request for CJ’s on the Beach, LLC, 1601 Beach
         Street. CITY CLERK
SUMMARY OF REQUEST:         The Liquor Control Commission is seeking local
recommendation on a request from CJ’s on the Beach, LLC, to transfer
ownership of the 2008 Class C and SDM Licensed Business with Outdoor Service
(2 Areas), Dance-Entertainment Permit, Drive-up Window without Alcohol
Beverage Sales, and 2 Bars located at Pere Marquette Park, 1601 Beach Street,
Pavilion Bldg., from BLMC Enterprises, Inc.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: All departments are recommending approval.
Motion by Commissioner Wisneski, second by Commissioner Spataro to approve
the liquor license transfer request for CJ’s on the Beach, LLC.
ROLL VOTE: Ayes:     Gawron, Shepherd,        Spataro,   Warmington,    Wierengo,
           Wisneski, and Carter
            Nays: None
MOTION PASSES
2009-04 PUBLIC HEARINGS:
      A. Request for an Industrial Facilities Exemption Certificate for AFI
         Machining. PLANNING & ECONOMIC DEVELOPMENT
SUMMARY OF REQUEST: Pursuant to Public Act 198 of 1974, as amended, AFI
Machining, 1920 Port City Blvd., has requested the issuance of an Industrial
Facilities Tax Exemption Certificate.     The total capital investment will be
$1,366,766 in personal property and will create between four to eight jobs within
the first two years of project completion. This qualifies them for a tax abatement
of seven years under the current City policy. However, since this project has the
potential of creating 50-75 jobs within the next three to five years, the applicant
would like to apply for a 12-year abatement.
FINANCIAL IMPACT: The City will capture certain additional property taxes
generated by the expansion.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval of the resolution granting an Industrial
Facilities Exemption Certificate for a term of 12 years for personal property.
The Public Hearing opened to hear and consider any comments from the
public. Comments were heard from Steve Kutches, President of AFI Machining,
1920 Port City Blvd.; and from Leland Davis, 125 Delaware.
Motion by Commissioner Carter, second by Commissioner Spataro to close the
Public Hearing and approve the Industrial Facilities Exemption Certificate for AFI
Machining for 12 years.
ROLL VOTE: Ayes: Shepherd, Spataro, Warmington, Wierengo, Wisneski, Carter,
           and Gawron
            Nays: None
MOTION PASSES
      B. Request for an Industrial Facilities Exemption Certificate for AFI Hole
         Drill. PLANNING & ECONOMIC DEVELOPMENT
SUMMARY OF REQUEST: Pursuant to Public Act 198 of 1974, as amended, AFI
Hole Drill, 1920 Port City Blvd., has requested the issuance of an Industrial
Facilities Tax Exemption Certificate. The total capital investment will be $576,536
in personal property and will create between two to four jobs within the first two
years of project completion. This qualifies them for a tax abatement of six years
under the current City policy. However, since this project has the potential of
creating 50-75 jobs within the next three to five years, the applicant would like to
apply for a 12-year abatement.
FINANCIAL IMPACT: The City will capture certain additional property taxes
generated by the expansion.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: Approval of the resolution granting an Industrial
Facilities Exemption Certificate for a term of 12 years for personal property.
The Public Hearing opened to hear and consider any comments from the
public. No comments were made.
Motion by Commissioner Wisneski, second by Commissioner Shepherd to close
the Public Hearing and approve the resolution granting an Industrial Facilities
Exemption Certificate for AFI Hole Drill for a term of 12 years.
ROLL VOTE: Ayes: Spataro, Warmington, Wierengo, Wisneski, Carter, Gawron,
           and Shepherd
            Nays: None
MOTION PASSES
2009-05 NEW BUSINESS:
      A. Liquor License Request for Muskegon Athletic Club, LLC, 333 Western,
         Suite B. CITY CLERK
SUMMARY OF REQUEST:          The Liquor Control Commission is seeking local
recommendation on a request from Muskegon Athletic Club, LLC, for a new
Additional Bar Permit for a total of 2 Bars and a new SDM License to be held in
conjunction with the 2008 Class C License with Sunday Sales Permit, Dance-
Entertainment Permit, Outdoor Service (1 area), and Official permit (food)
located at 333 Western, Suite B.
FINANCIAL IMPACT: None.
BUDGET ACTION REQUIRED: None.
STAFF RECOMMENDATION: All departments are recommending approval.
Motion by Commissioner Spataro, second by Vice Mayor Gawron to approve
the liquor license request for Muskegon Athletic Club, LLC, 333 Western, Suite B.
ROLL VOTE: Ayes: Warmington, Wierengo, Wisneski, Carter, Gawron, Shepherd,
           and Spataro
           Nays: None
MOTION PASSES
PUBLIC PARTICIPATION: County Commissioners Charles Nash and Bill Gill invited
the Commission and City of Muskegon to the Great Lakes Naval Memorial and
Museum February events to honor Black History Month. Veterans Recognition
Night is Friday, February 27th.
ADJOURNMENT: The City Commission Meeting adjourned at 6:20 p.m.


                                         Respectfully submitted,




                                         Ann Marie Becker, MMC
                                         City Clerk
             Commission Meeting Date: January 27, 2009

Date:               January 8, 2009
To:                 Honorable Mayor & City Commission
From:               Planning & Economic Development & Leisure
                    Services
RE:                 Michigan Natural Resources Trust Fund Grant
                    Development Project Agreement for Smith-
                    Ryerson Park and to Guarantee that the City has
                    the Match Funding Amount.


SUMMARY OF REQUEST:
The City had received the Development Project Agreement from the State. The Mayor had
signed the agreement and it was submitted to the State. The State has requested that we
supply an updated resolution for the Smith-Ryerson Park Improvements approving the
agreement and that the City guarantee the matching fund amount of $158,400 (27%) of the
grant amount.

FINANCIAL IMPACT:
There is no impact for the 2009 budget year as this has already been budgeted.

BUDGET ACTION REQUIRED:
None.

STAFF RECOMMENDATION:
To approve the resolution approving the Development Project Agreement for Smith-Ryerson
Park Improvements and guarantee the matching funds, and to have the Mayor and Clerk
sign the attached resolution.

COMMITTEE RECOMMENDATION:
None.
                            CITY COMMISSION MEETING
                               Tuesday January 27, 2009


TO:            Honorable Mayor and City Commissioners

FROM:          Anthony L. Kleibecker
               Director of Public Safety

DATE:          January 15, 2009

SUBJECT:       Ammunition Purchase

SUMMARY OF REQUEST:

The Director of Public Safety is requesting approval of the purchase of ammunition for
the 2009 calendar year. The request includes both practice and duty ammunition.

Two vendors replied to our bid requests; Michigan Police Equipment, 6521 Lansing
Road, Charlotte, MI. and CMP Distributors, 6539 Westland Way, Lansing, MI. Based
upon the bids that were received I am recommending CMP Distributors.

FINANCIAL IMPACT:

None

BUDGET ACTION REQUIRED:

Provided for in 2009 budget.

STAFF RECOMMENDATION:

Approval of this request.
Date: January 27, 2008
To: Honorable Mayor and City Commissioners
From: Finance Director
RE: Assessing Services Contract


SUMMARY OF REQUEST:                    Since 1999 the city has contracted with the Muskegon
County Equalization Department for property tax assessing services. Providing assessing
services this manner avoids duplication of effort between the city and the county and is more
efficient than staffing our own assessing department. For example, 1998 costs for supporting
an in-house assessing operation were $326,414. Inflating this figure at a conservative 4.5%
annual rate to account for employee wage and benefit growth results in an estimated 2009
cost for an in-house operation of $529,722. The 2009 base year cost of the contract with the
County will be $459,300. The contract price is adjusted annually in accordance with year-
over-year changes in the city’s tax base.

The proposed contract term is three years with a two year extension possible; the previous
contract was for ten years. Other changes from the existing contract mostly involve
operational adjustments to better meet the needs of city offices that utilize assessing data.
Also, the contract provides for the possibility that Equalization Department staff may be
moved from City Hall to enhance efficiency. However, this change requires discussion and
formal approval of the City Commission.



FINANCIAL IMPACT: The base year cost of the contract is $459,300.

BUDGET ACTION REQUIRED:                    None at this time. The contract cost is within
budget expectations.



STAFF RECOMMENDATION: Approval of the attached contract.




                                                                                           1
              AGREEMENT BETWEEN THE CITY OF MUSKEGON
                               AND
              MUSKEGON COUNTY BOARD OF COMMISSIONERS

        THIS AGREEMENT, entered into as of the 1st day of April 2009, between the
City of Muskegon, a municipal corporation, by its City Commission, hereinafter referred
to as “Municipality”, and the County of Muskegon, by its Board of Commissioners,
hereinafter referred to as the “County”, is as follows:

                                        PURPOSE

        The purpose of this Agreement is to provide for a property assessment
administration program to be administered by the County Equalization Director, or
designated representative of the County, which will list, appraise, and maintain a
complete set of records for all real and personal property, subject to ad valorem taxation,
specific taxes, in-lieu-of tax agreements, and exempt properties within the Corporate
limits of the Municipality, pursuant to Public Act No. 160 of 1972.

I.      TERM - The agreement shall commence April 1 of 2009, and terminate March
31, 2012, provided that either party may terminate the Agreement on March 31 of each
year upon one year prior written notice. The notice shall be sent by certified mail to the
County Equalization Director if terminated by the Municipality. The notice shall be sent
by certified mail to the City Manager if terminated by the County. By mutual written
consent, this contract may be renewed for an additional two years (not to exceed a total of
five years, including the original term).

II.     SCOPE OF SERVICE – The Equalization Department will classify and
appraise, according to the constitution and laws of the State of Michigan, each parcel of
real property within the confines of the Municipality and process all assessable personal
property that is in the Municipality using methods prescribed by the Michigan State Tax
Commission. The Equalization Department will provide an assessment roll that will
equal the tentative State Equalized Values for each classification of property. The final
factor will be determined by the action of the Municipality’s Board of Review and the
process of state equalization as determined by the State Tax Commission.

III.  COUNTY EQUALIZATION DEPARTMENT'S OBLIGATIONS - The
County agrees to perform the services and provide the materials set forth herein:

        A.      QUALIFIED STAFF - All County employees engaged in the
performance of this Agreement shall be professional in manner and appearance and be
trained in property appraisal techniques. The County Equalization Director shall be
certified by the State Assessor’s Board at Level IV.

       B.      EQUIPMENT AND SUPPLIES - The County will provide all
equipment and supplies needed for the routine performance of its duties without
additional expenses, except as otherwise set forth herein.
                   ASSESSMENT ADMINISTRATION CONTRACT

                                 CITY OF MUSKEGON


        C.      APPRAISAL MANUALS/SCHEDULES - The current Michigan
State Tax Commission Assessor’s Manuals shall be the cost schedules used by
County Staff in the appraisal of all properties. All cost schedules shall be indexed
to reflect current costs as of Tax Day.

        D.      RECORD CARDS - The County will maintain the master file at a
specified location. The master file shall become the property of the Municipality
when delivered.

        E.       PUBLIC RELATIONS - Good public relations are vital to the
success of the assessment administration program. During the terms of this
Agreement, County employees shall endeavor to promote understanding and
amicable relations with all members of the public. County Staff will be assigned by
the Equalization Director to report at the designated Municipal Building to conduct
their duties, interact with Municipal Staff, attend meetings, and promote community
relations.

       F.      PROPERTY OWNER NOTIFICATION AND OFFICIAL
STATEMENTS – The County shall notify the property owners of increased
assessed and taxable values, as provided by law, as well as distribute personal
property statements and other official forms.

        G.      ASSESSMENT ROLL - The County shall prepare the assessment
roll and certify the same for the Municipality in a timely manner.

       H.     BOARD OF REVIEW - County Staff will advise and assist the
Municipality’s Board of Review in preparing for, conducting, and implementing
any changes resulting from the required meeting of the Board.

        I.     APPEALS - The County Equalization Director or designated
representative shall represent the Municipality in all property assessment appeals
and in proceedings before the Tax Tribunal concerning properties under this
Agreement. The Municipality shall designate and provide the legal services for
such appeals or proceedings filed during the existence of this agreement; however,
costs or expenses which may be incurred by the County in employing additional
counsel, expert appraisers, or performing extraordinary specific appraisal work in
connection with such appeals, proceedings, or other functions shall be paid by the
Municipality provided that the Equalization Director seeks and obtains approval
from the Municipality prior to incurring such costs or expenses. Any counsel
retained to handle appeals shall work under the direction of the Equalization
Director. Additionally, should either party terminate this agreement, the County or
designated representative shall represent the Municipality in all property assessment
appeals and in proceedings filed during the existence of this agreement. The fee
                   ASSESSMENT ADMINISTRATION CONTRACT

                                 CITY OF MUSKEGON

shall be $55.00 per hour for preparation, appearance, and travel after termination of
the agreement.

        J.      COMPUTERIZED APPRAISALS AND INFORMATION
TECHNOLOGY – The County will provide staff, equipment, and software to
maintain electronic property records using a computer assisted mass appraisal
system. Assessment administration, including digital photography and sketching,
as well as general business application software shall be supplied by the County.
All property information shall adhere to the requirements of the County Wide Area
Network and its specifications. The records will be utilized for annual valuation
updates. The County may request the assistance of designated staff of the
Municipality to determine proper neighborhoods for market value determinations.
The County will ensure that the assessment records reflect the property’s true cash
value, assessed valuation, and taxable valuation to be utilized for any property tax
calculations in conformance with applicable General Property Tax Law
requirements. The computer assisted mass appraisal system and its attributes shall
become the property of the Municipality upon termination of this agreement.

       K.     SPECIAL ASSESSMENTS - The County will provide special
assessment benefit analyses, roll preparation, processing, and related reports when
formally requested for a fee of $55.00 per hour.

       L.     RECORDS MAINTENANCE AND ACCESS – The County agrees to
maintain records with the most current information the County has available.

              1.      All changes in property ownership will be recorded in the
       assessment records within thirty days of being filed with the Muskegon County
       Register of Deeds unless incomplete property documentation prevents timely
       recording. In these cases, the Equalization Office will strive to get complete
       accurate ownership information recorded as quickly as practical.

               2.     City staff will be afforded full access to assessment records
       (including photographs).

               3.      Assessment records are to be maintained at City Hall during the
       term of this agreement, unless mutually agreed that these records may be
       maintained at another location. The County will ensure full electronic/computer
       access to record sets not physically maintained at City Hall.

IV.    MUNICIPALITY’S OBLIGATIONS - The Municipality shall provide the
following to the County:

       A.     MAPS AND RECORDS - The Municipality shall provide current
land use maps, zoning maps, street/centerline maps, plats, topographical maps,
                   ASSESSMENT ADMINISTRATION CONTRACT

                                 CITY OF MUSKEGON

sewer and water maps, and supply any records or data which may be useful in
appraising the property, without charge to the County.

       B.      WORK AREA AND INFRASTRUCTURE The Municipality will
provide adequate office area and operational infrastructure, such as telecommunication,
data communication, utilities, networking capabilities, and electronic storage capacity, to
adequately support required staff activities and necessary ancillary functions without
charge to the County. The accommodations shall be safe, modern, and reflect a
professional function. All electronic data interfaces shall be compatible with County
information protocols and standards.

        When systems or resources are scheduled to be shutdown, the County shall be
notified 48 hours in advance to allow for alternate staff assignments. When possible,
system maintenance should not be scheduled during regular business hours. Any
maintenance that is performed on the County’s computer equipment by Municipal
representatives should be coordinated with a representative of the County Information
Systems Department when feasible to avoid conflicts in configuration and application
issues.

      C.      Subject to the approval of the city commission this contract can be
amended to allow county staff to be moved offsite during the term of this agreement.

V.     FEES AND PAYMENTS - The County will perform all the above services for
the Municipality, subject to fees and expenses set forth and under the terms and
conditions herein:
        A.     FEES - For each year of this agreement the annual fee shall be calculated
in the following manner: The fee for the base year, which is from April 1, 2009 to March
31, 2010, shall be $459,300 (base annual fee). The base Annual Fee of $459,300 shall be
multiplied by the Growth Index effective, and annually on this date for every year
throughout the term of this agreement. The Growth Index is determined by dividing the
Municipality’s current year aggregate taxable value by the Municipality’s previous year’s
aggregate taxable value as published in the Equalization Report. The index shall be
compounded annually.


        B.    PAYMENTS - The Municipality shall remit the annual fee in equal
quarterly payments.

VI.    MISCELLANEOUS

       A.      SECTION HEADINGS - The headings of the several sections, and
any Table of Contents appended hereto, shall be solely for convenience of
reference and shall not affect the meaning, construction or effect hereof.
                   ASSESSMENT ADMINISTRATION CONTRACT

                                  CITY OF MUSKEGON

        B.      SEVERABILITY - If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, then such provision or provisions shall be deemed severable from the
remaining provisions hereof, and such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never been contained
herein.

        C.       ENTIRE AGREEMENT AND AMENDMENT - In conjunction with
matters considered herein, this Agreement contains the entire understanding and
agreement of the parties and there have been no promises, representations, agreements,
warranties, or undertakings by any of the parties, either oral or written, of any character
or nature hereafter binding except as set forth herein. This Agreement may be altered,
amended or modified only by an instrument in writing, executed by the parties to this
Agreement and by no other means. Each party waives their future right to claim, contest
or assert that this Agreement was modified, canceled, superseded or changed by any oral
agreements, course of conduct, waiver or estoppel.

        D.      SUCCESSORS AND ASIGNS - All representations, covenants, and
warranties set forth in the Agreement by or on behalf of, or for the benefit of any or all of
the parties hereto, shall be binding upon and inure to the benefit of such party, its
successors and assigns.

        E.      TERMS AND CONDITIONS - The terms and conditions used in this
Agreement shall be given their common and ordinary definition and will not be construed
against either party.

        F.     EXECUTION OF COUNTERPARTS - This Agreement may be
executed in any number of counterparts and each such counterparts shall for all purposes
be deemed to be an original; and all such counterparts, or as many of them as the parties
shall preserve undestroyed, shall together constitute one and the same instrument.


                                               ACKNOWLEDGEMENTS


                                              By:
                                                      Steve Warmington
                                              Its:    Mayor

                                              By:
                                                      Ann Marie Becker
                                              Its:    City Clerk
                ASSESSMENT ADMINISTRATION CONTRACT

                         CITY OF MUSKEGON

                                 Approved as to Form:


                                   John C. Schrier, City Attorney

County of Muskegon:
                                 By:
                                        Kenneth Mahoney
                                 Its:   Chairman Board of Commissioners


                                 By:
                                        Nancy Waters
                                 Its:   Clerk


                                 Approved as to Form:


                                 Theodore Williams, Corporate Counsel
Date:        January 19th, 2009

To:         Honorable Mayor and City Commission

From:       Department of Public Works

RE:         New Cingular Wireless Amended Tower Lease
            Agreement


SUMMARY OF REQUEST: New Cingular Wireless PCS, LLC a
Delaware Corporation and the Department of Public Works have been in
negotiations to amend the 1998 lease agreement for the Nims Street and
Marshall Street Water Towers. The lease shall be amended to increase the
current monthly rent, for two sites, from $2,217 per month to $4,470 per
month.

The amended Lease will terminate the wireless phones and phone service
agreement (original value $1,170 / month) previously provided to the City
and will allow New Cingular Wireless to install on each Water Tower up to
a total of 6 Antennas.


FINANCIAL IMPACT: Monthly rental will begin on March 1, 2009 at
$4,470 per month to be escalated at the rate of 3% per year annually.
Revenue generated from the rental of the Tower space shall be used to offset
Water Tank Maintenance Projects and purchase Wireless Phones and
service.

BUDGET ACTION REQUIRED: None:


STAFF RECOMMENDATION: To approve of the Amended Lease
Agreement and to authorize the Mayor and Clerk to sign.
Cell Site Name & Number: GRANMIU 5602 Marshall WT
FA No: 10124756
Cell Site Name & Number: GRANMIU 5603 Nims WT
FA No: 10124755




                         FIRST AMENDMENT TO THE SITE LEASE


       THIS FIRST AMENDMENT TO THE SITE LEASE (“First Amendment”) is made this
___ day of _____________, 2009, by and between City of Muskegon, a Michigan municipal
corporation, whose address is 933 Terrace Street, Muskegon, Michigan 49443 (“Owner”), and New
Cingular Wireless PCS, LLC, a Delaware limited liability company, with an address of 12555
Cingular Way, Suite 1300, Alpharetta, Georgia 30004, as successor in interest to Dobson Cellular
Systems, Inc. (“Tenant”).

                                      W I T N E S S E T H:

       WHEREAS, Owner and Tenant’s predecessors-in-interest entered into that certain Site
Lease on October 1, 1998 (the “Site Lease”), whereby Tenant was granted the right to use certain
space on the Property of existing Water Tanks commonly known as “Marshall Street Water Tank”
and “Nims Street Water Tank”, for the construction, operation and maintenance of a
telecommunications facility; and

       WHEREAS, the parties agree to modify certain terms of the Site Lease as more particularly
described below; and

       NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:

       1.   Owner and Tenant agree and acknowledge that Section 4 of the Site Lease shall be
            amended to increase the monthly rent to Four Thousand Four Hundred Seventy and
            NO/100 Dollars ($4.470.00) per month effective the earlier of installation of equipment
            depicted in paragraph 2 of this amendment, or on March 1, 2009. A rent escalation of
            3% annually will be in force during the terms of this Site Lease and First Amendment.
            The Rent payments for any partial months shall be appropriately prorated

       2.   Owner and Tenant agree and acknowledge that Tenant may install on each water tank
            sites, up to a total of Six (6) Dual band PCS antennas; Twelve (12) lines of coaxial
            cables; Twelve (12) TMAs-Antenna amplifiers, and ground equipment radio/power
            equipment within the compound as depicted in the Exhibit A as part of the Antenna
            Facilities.




                                                 1
Cell Site Name & Number: GRANMIU 5602 Marshall WT
FA No: 10124756
Cell Site Name & Number: GRANMIU 5603 Nims WT
FA No: 10124755


      3.    Owner and Tenant agree and acknowledge that all phones and calling plan service that
            may have been previously provide by Tenant to Owner as part of the rent under the
            signed Letters{15 letters) dated December 8, 1998 is hereby terminated and all
            references to Tenant providing phones and calling plans to owner at no charge.

      4.    Owner and Tenant agree and acknowledge that Tenant’s notice address shall be
           changed to the following notices:

              (For Certified Mail)
              New Cingular Wireless PCS, LLC
              Attn: Network Real Estate Administration
              Re: Cell Site Name: Marshall WT
              Cell Site No.GRANMIU5602 / Fixed Asset No: 10124756
              12555 Cingular Way, Suite 1300
              Alpharetta, GA 30004

              (For Overnight Mail)
              New Cingular Wireless PCS, LLC
              Attn: Network Real Estate Administration
              Re: Cell Site Name: Marshall WT
              Cell Site No.GRANMIU5602 / Fixed Asset No: 10124756
              12555 Cingular Way, Suite 1300
              Alpharetta, GA 30004

              With a copy to:
              New Cingular Wireless PCS, LLC
              Attn.: Legal Department
              Re: Cell Site Name: Marshall WT
              Cell Site No.GRANMIU5602 / Fixed Asset No: 10124756
              15 East Midland Ave
              Paramus, NJ 07652

                      (For Certified Mail)
              New Cingular Wireless PCS, LLC
              Attn: Network Real Estate Administration
              Re: Cell Site Name: Nims WT
              Cell Site No.GRANMIU5603 / Fixed Asset No: 10124755
              12555 Cingular Way, Suite 1300
              Alpharetta, GA 30004




                                               2
Cell Site Name & Number: GRANMIU 5602 Marshall WT
FA No: 10124756
Cell Site Name & Number: GRANMIU 5603 Nims WT
FA No: 10124755


               (For Overnight Mail)
               New Cingular Wireless PCS, LLC
               Attn: Network Real Estate Administration

               12555 Cingular Way, Suite 1300
               Alpharetta, GA 30004
               Re: Cell Site Name: Nims WT
               Cell Site No.GRANMIU5603 / Fixed Asset No: 10124755

               With a copy to:
               New Cingular Wireless PCS, LLC
               Attn.: Legal Department
               Re: Cell Site Name: Nims WT
               Cell Site No.GRANMIU5603 / Fixed Asset No: 10124755
               15 East Midland Ave
               Paramus, NJ 07652

        5.     Except as amended hereby, the Site Lease is hereby ratified and confirmed by the
parties and shall remain in full force and effect until its expiration or earlier termination. Except as
provided in this Amendment, every term, condition and agreement contained in the Site Lease will
remain in full force and effect. If there is any inconsistency between the terms of the Site Lease
and the terms of this Amendment, the terms of the First Amendment will govern.


            (SIGNATURES ON THE FOLLOWING PAGE)




                                                   3
Cell Site Name & Number: GRANMIU 5602 Marshall WT
FA No: 10124756
Cell Site Name & Number: GRANMIU 5603 Nims WT
FA No: 10124755




       IN WITNESS WHEREOF, Owner and Tenant have executed this First Amendment on the
day and year first above written.

CITY OF MUSKEGON
A Michigan municipal corporation

By:_________________________________              By:__________________________________

Name: Stephen J. Warmington                        Name: Ann Marie Becker

Its: Mayor                                        Its: City Clerk

Date:________________________________             Date:________________________________


NEW CINGULAR WIRELESS PCS, LLC
a Delaware Limited Liability Company
By: AT&T Mobility Corporation
Its: Manager

By: _________________________________

Name: Jeffrey Kellerman

Title: Real Estate and Construction Manager

Date: _________________________________




                                              4
Cell Site Name & Number: GRANMIU 5602 Marshall WT
FA No: 10124756
Cell Site Name & Number: GRANMIU 5603 Nims WT
FA No: 10124755




                                     Exhibit A
                             Site Modification Drawings




                                         5
Date:    January 27, 2009

To:      Honorable Mayor and City Commissioners

From: Engineering
RE:      Transportation Improvements Program Submittal for:
         2012-2013 Projects



SUMMARY OF REQUEST:

Authorize staff to submit the attached list of projects to the West Michigan Shoreline
Regional Development Commission for inclusion in the FY 2012 – 2013 Transportation
Improvement Program (TIP). Projects submitted will be considered for Federal and
State transportation funding. Adoption of the attached resolution is required as part of
the submittal to commit the local match should funds become available.



FINANCIAL IMPACT:
None at this time, however, a local match will be required should we receive a grant for a
particular project.



BUDGET ACTION REQUIRED:
None


STAFF RECOMMENDATION:
To approve the project submittal and resolution.



COMMITTEE RECOMMENDATION:
                                      Resolution No.______________

  RESOLUTION FOR AUTHORIZATION TO REQUEST THE WEST MICHIGAN SHORELINE REGIONAL
      DEVELOPMENT COMMISSION TO INCLUDE THE CITY'S PROJECTS IN THE 2012-2013
                     TRANSPORTATION IMPROVEMENT PROGRAM



WHEREAS, the Federal Transit Administration, the Federal Highway Administration and the Federal Aviation
Administration, through the Intermodal Surface Transportation Efficiency Act of 1991; Act 51, P.A. 1951; and
various other Federal and State acts, in cooperation with the Michigan Department of Transportation, makes
funding available for local jurisdictions and agencies for transportation improvements projects; and

WHEREAS, the West Michigan Shoreline Regional Development Commission (WMSRDC) is the organization
designated by the Governor as being responsible, together with the state, for carrying out provisions of 23
U.S.C. 134 (Federal Aid Planning Requirements) and the WMSRDC has deferred to the Muskegon Area
Transportation Planning Program's (MATPP's) Policy Committee upon recommendation of the MATPP
Technical Committee all matters of policy and approval related to transportation planning work programs, the
long range transportation plan, and the Transportation Improvement Programs; and



WHEREAS, the WMSRDC is responsible, through the MATPP Advisory Committees (Technical and Policy), for
implementing the federally required "3-C" urban transportation planning process, including the development of
the transportation Improvement Program; and



WHEREAS, the 3-C planning process for Muskegon County has been certified according to the requirements of
25 CFR 450.114(c); and

WHEREAS, the City of Muskegon desires to secure financial assistance from the federal and/or State
government to help defray the cost of the attached proposed transportation projects; and

WHEREAS, the required local match for the requested funding is available [or will be available] and committed
to the proposed projects upon grant approval;

NOW, THEREFORE BE IT RESOLVED that the City of Muskegon requests the West Michigan Shoreline
Regional Development Commission to consider inclusion of the projects in the priority list of Transportation
Improvement Program for the Fiscal Years 2012-2013.



                                                                     BY:   _______________________
                                                                        Stephen J. Warmington, Mayor

                                                                    Attest: _______________________
                                                                            Ann Marie Becker, Clerk




        Date
                                                                           THE CITY'S WISH LIST FOR 2012 - 2013 TIP

                                                                  Limits
Type of Fund Roadway Name             length (ft)   From            To            Year          Estimated Cost      STP Federal share   Local Share          Type of Improvements
                                                                                                                         @ 80%
2012 Projects
STP         Sherman Blvd.                   4065    Linclon        Estes                 2012       $1,087,914.00         $870,331.20          $217,582.80 Reconstruction
STP         Port City Blvd./Latimer         3500    Black Creek    Laketon               2012        $335,000.00          $268,000.00           $67,000.00 Milling & Resurfacing

Sub-total                                                                                         $1,422,914.00 $1,138,331.20                  $284,582.80


2013 Projects
STP         Sherman                         2640    Estes          Glenside              2013         $496,000.00         $396,800.00           $99,200.00 Reconstruction
STP         Laketon Ave.                    1750    Sanford        Hoyt                  2013         $450,000.00         $360,000.00           $90,000.00 Concrete pavement overlay


Sub-Total                                                                                             $946,000.00         $756,800.00          $189,200.00
                               CITY OF MUSKEGON

         DANGEROUS BUILDING PROGRESS INSPECTION REPORT


                                  254 AMITY AVE
                                     12/03/2008


Inspection noted:
 Uncorrected
1. Cap Top section of roof at vertical.
2. Approved carport demolition.
3. Finish soffit 75% completed.
4. Snow on roof - Reschedule final inspection
5. Paint soffit and fascia.


BASED UPON MY RECENT INSPECTION OF THE ABOVE PROPERTY, I HAVE
DETERMINED THAT THE STRUCTURE MEETS THE DEFINITION OF A
DANGEROUS AND/OR SUBSTANDARD BUILDING AS SET FORTH IN SECTION
10-61 OF THE MUSKEGON CITY CODE.



HENRY FALTINOWSKI, BUILDING INSPECTOR             DATE
Date: January 27, 2008
To: Honorable Mayor and City Commissioners
From: Finance Director
RE: Proposed Water Bond Refunding


SUMMARY OF REQUEST: The bond rating on the city’s water system was recently
upgraded by Standard & Poor’s from A- to AA-. This, combined with the current interest rate
environment, affords us the opportunity to refund two currently outstanding water system debt
issues and achieve significant interest savings. It is proposed that $5,815,000 of Series 1999
and $925,000 of Series 1993 bonds be refunded at this time. A recent analysis shows that
these bonds can be refunded at today’s lower interest rates with present value savings to the
City of $390,930. This equates to 5.80% of the outstanding principal, or $41,501 average
annual savings over the remaining life of the bonds. A general rule of thumb is that PV
savings should equal at least 2% of bond principal in order to proceed with a refunding.



FINANCIAL IMPACT: Estimated present value savings of $390,930 and consolidation
of two outstanding bond issues into a single issue.


BUDGET ACTION REQUIRED: None at this time. The annual debt service costs
will be budgeted in future years until the bonds are retired.



STAFF RECOMMENDATION:                   Approval of the attached ordinance to initiate and
authorize the proposed bond refunding. A second commission action (sales resolution) will
be required to complete the transaction. If numbers change to the extent the refunding no
longer makes economic sense, the plug can be pulled at that time.



COMMITTEE RECOMMENDATION: None.


                                                                                            1
Founded in 1852                                                                            MICHIGAN: Ann Arbor
by Sidney Davy Miller                                                                     Detroit • Grand Rapids
                                                                                           Kalamazoo • Lansing
                                                                                                  Saginaw • Troy
                                                                                                FLORIDA: Naples
                                                                                               ILLINOIS: Chicago
                                                                                      MASSACHUSETTS: Cambridge
JOEL L. PIELL                       Miller, Canfield, Paddock and Stone, P.L.C.
                                                                                           NEW YORK: New York
TEL (313) 496-7518                          150 West Jefferson, Suite 2500
FAX (313) 496-8450
                                              Detroit, Michigan 48226                 CANADA: Toronto • Windsor
E-MAIL piell@millercanfield.com
                                                TEL (313) 963-6420                              CHINA: Shanghai
                                                FAX (313) 496-7500                               POLAND: Gdynia
                                               www.millercanfield.com                        Warsaw • Wrocław


                                               January 14, 2009

         Mr. Timothy J. Paul
         Finance Director
         City of Muskegon
         933 Terrace Street
         P.O. Box 536
         Muskegon, MI 49443-0536                                                     Via Email

         Dear Tim:

                Please find herewith attached a form of Ordinance which will serve to initiate and
         authorize the refunding bond process. The Ordinance will authorize the issuance of
         bonds to refund the remaining 1993 Bonds maturing in 2009 and the 1999 Refunding
         Bonds.

                I have assumed that the City will not issue more than $10,000,000 in tax-exempt
         bonds this year and have therefore designated the bonds as qualified tax-exempt
         obligations. If my assumption is incorrect, please advise.

               I have also provided that the City Commission must adopt a sales resolution to
         approve the sale of the bonds. This will mean that the bonds must be priced around a
         meeting date of the City Commission.

                I have worded the Ordinance so that it will be adopted at the January 27th meeting
         of the City Commission.

                As you know, the Ordinance is adopted pursuant to the Revenue Bond Act and
         therefore is adopted at the meeting at which it is introduced notwithstanding City Charter
         requirements. The Ordinance should be published once in its entirety in the Muskegon
         Chronicle.

                Please return to me three certified copies of the Ordinance along with affidavits of
         its publication.
                               MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

Mr. Timothy J. Paul                                    -2-                                  January 14, 2009

         Should you have any questions concerning this, please let me know.




cc:      Mr. Warren M. Creamer, III (w/enclosure) Via Email


DISCLOSURE UNDER TREASURY CIRCULAR 230: The United States Federal tax advice contained in this
document and its attachments, if any, may not be used or referred to in the promoting, marketing or recommending
of any entity, investment plan or arrangement, nor is such advice intended or written to be used, and may not be
used, by a taxpayer for the purpose of avoiding Federal tax penalties. Advice that complies with Treasury Circular
230’s “covered opinion” requirements (and thus, may be relied on to avoid tax penalties) may be obtained by
contacting the author of this document.

DELIB:3050489.1\099999-90001
                                                                                 ORDINANCE NO. _______

                                                    AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND
                                              SALE OF REVENUE BONDS FOR THE PURPOSE OF PAYING THE COST OF
                                              REFUNDING THE CITY’S WATER SUPPLY SYSTEM REVENUE BONDS, SERIES 1993,
                                              AND THE CITY’S WATER SUPPLY SYSTEM REVENUE REFUNDING BONDS, SERIES
                                              1999; TO PROVIDE FOR THE COLLECTION OF REVENUES FROM THE SYSTEM
                                              SUFFICIENT FOR THE PURPOSE OF PAYING THE COSTS OF OPERATION AND
                                              MAINTENANCE OF THE SYSTEM AND TO PAY THE PRINCIPAL OF AND INTEREST
                                              ON THE BONDS AND CERTAIN OUTSTANDING BONDS OF THE SYSTEM; TO
                                              PROVIDE AN ADEQUATE RESERVE FUND FOR THE BONDS AND OUTSTANDING
                                              BONDS OF THE SYSTEM; TO PROVIDE FOR THE SEGREGATION AND
                                              DISTRIBUTION OF THE REVENUES; TO PROVIDE FOR THE RIGHTS OF THE
                                              HOLDERS OF THE BONDS AND OUTSTANDING BONDS OF THE SYSTEM IN
                                              ENFORCEMENT THEREOF; AND TO PROVIDE FOR OTHER MATTERS RELATING TO
                                              THE SYSTEM AND THE BONDS AND OUTSTANDING BONDS OF THE SYSTEM.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                    THE CITY OF MUSKEGON ORDAINS:

                                                    Section 1.   Definitions.    Whenever used in this Ordinance, except when otherwise

                                              indicated by the context, the following terms shall have the following meanings:


                                                           (a)    “Act 94” means Act 94, Public Acts of Michigan, 1933, as amended.


                                                           (b)    “Bonds” mean the Series 2009 Bonds, and any additional Bonds of equal

                                                    standing hereafter issued.


                                                           (c)    “Commission” or “City Commission” means the City Commission of the

                                                    City of Muskegon, County of Muskegon, State of Michigan.


                                                           (d)    “Issuer” or “City” means the City of Muskegon, County of Muskegon,

                                                    State of Michigan.
                                                    (e)    “Ordinance No. 1057” means Ordinance No. 1057 of the Issuer adopted

                                              September 14, 1993.


                                                    (f)    “Ordinance No. 1181” means Ordinance 1181 of the Issuer adopted

                                              December 21, 1998.


                                                    (g)    “Series 1993 Bonds” means the Water Supply System Revenue Bonds,

                                              Series 1993 authorized by Ordinance No.1057


                                                     (h)   “Series 1999 Bonds” means the Water Supply System Revenue and

                                              Revenue Refunding Bonds, Series 1999 of the Issuer authorized by Ordinance No. 1181
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                    (i)    “Series 2009 Bonds” means the Water Supply System Revenue Refunding

                                              Bonds, Series 2009 of the Issuer authorized by this Ordinance.


                                                    (j) “Refunded Bonds” means all of the outstanding Series 1993 Bonds and all of

                                              the outstanding Series 1999 Bonds.


                                                    (k) “Sales Resolution” means the Sales Resolution to be adopted by the Issuer

                                              respecting the sale of the Series 2009 Bonds.


                                                    (k)    “Revenues” and “Net Revenues” mean the revenues and net revenues of the

                                              System and shall be construed as defined in Section 3 of Act 94, including with respect to

                                              “Revenues”, the earnings derived from the investment of moneys in the various funds and

                                              accounts established by this Ordinance.




                                                                                        -2-
                                                             (l)   “Sufficient Government Obligations” means direct obligations of the

                                                    United States of America or obligations the principal and interest on which is fully

                                                    guaranteed by the United States of America, not redeemable at the option of the issuer,

                                                    the principal and interest payments upon which, without reinvestment of the interest,

                                                    come due at such times and in such amounts as to be fully sufficient to pay the interest as

                                                    it comes due on the Bonds and the principal and redemption premium, if any, on the

                                                    Bonds as they come due whether on the stated maturity date or upon earlier redemption.

                                                    Securities representing such obligations shall be placed in trust with a bank or trust

                                                    company, and if any of the Bonds are to be called for redemption prior to maturity,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                    irrevocable instructions to call the Bonds for redemption shall be given to the paying

                                                    agent.


                                                             (m)   “System” means the entire Water Supply System of the City, both inside

                                                    and outside the City including all plants, works, instrumentalities and properties, used or

                                                    useful in connection with the collection and treatment of potable water, as the same now

                                                    exists, and all enlargements, extensions, repairs and improvements thereto hereafter

                                                    made.


                                                             (n)   “Transfer Agent” means a financial institution qualified to act in such

                                                    capacity or any successor thereto as designated by the City.


                                                    Section 2. Necessity; Public Purpose. It is hereby determined to be necessary for the

                                              public welfare of the City to refund the Refunded Bonds.




                                                                                            -3-
                                                    Section 3. Bonds Authorized. To pay the cost of refunding the Refunded Bonds and the

                                              costs of issuance of the Series 2009 Bonds, it is hereby determined that there be borrowed upon

                                              the credit of the Revenues of the System, the additional sum of not to exceed Seven Million Five

                                              Hundred Thousand Dollars ($7,500,000), and the Bonds be issued therefor, under the provisions

                                              of Act 94.


                                                    Except as changed by the provisions of this Ordinance, all the provisions of Ordinance

                                              No. 1057 shall apply to the Bonds, the same as though each of said provisions were repeated in

                                              this Ordinance, the purpose of this Ordinance being to authorize the issuance of additional

                                              Bonds to finance the cost of refunding the Refunded Bonds and to pay the costs of issuance of
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              the Series 2009 Bonds.


                                                    Section 4. Detail of Bonds. The Bonds shall be designated WATER SUPPLY SYSTEM

                                              REVENUE REFUNDING BONDS, SERIES 2009, and shall be, not general obligations of the

                                              City, but revenue Bonds, payable solely out of the Net Revenues of the System, and shall consist

                                              of fully registered bonds of the denomination of $5,000 or multiples thereof not exceeding for

                                              each maturity the aggregate principal amount of that maturity, dated as of the date of their

                                              delivery, numbered in direct order of maturity from 1 upwards, and payable serially on May 1st

                                              of each year beginning May 1, 2010 through May 1, 2019 in such amounts as shall be set forth

                                              in the Sales Resolution. The Bonds shall bear interest at a rate or rates to be determined on the

                                              sale thereof, but in any event not exceeding the lesser of 7% per annum, or the maximum rate

                                              permitted by law, payable on May 1 and November 1 of each year, commencing November 1,

                                              2009, by check or draft mailed by the transfer agent selected by the City to the person or entity


                                                                                            -4-
                                              which is, as of the 15th day of the month preceding the interest payment date, the registered

                                              owner at the registered address as shown on the registration books of the Issuer maintained by

                                              the transfer agent. The date of determination of registered owner for purposes of payment of

                                              interest as provided in this paragraph may be changed by the Issuer to conform to market

                                              practice in the future.


                                                     The bonds may be issued in book-entry-only form through The Depository Trust

                                              Company in New York, New York.


                                                     The details of the Series 2009 Bonds including the serial and term maturities thereof,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              redemption provisions, discount of par value and the amount of the offering shall be as set forth
                                              in the Sales Resolution and the Bond Purchase Agreement to be entered into with the
                                              Underwriter (as those terms are hereinafter defined).

                                                     In case less than the full amount of an outstanding Bond is called for redemption, the
                                              transfer agent upon presentation of the Bond called in part for redemption shall register,
                                              authenticate and deliver to the registered owner a new bond in the principal amount of the
                                              portion of the original bond not called for redemption.

                                                     The Bonds shall be executed in the name of the City with the facsimile signatures of the
                                              Mayor and the City Clerk and shall have the City’s seal printed on them. No Bond shall be
                                              valid until authenticated by an authorized signor of the transfer agent. The Bonds shall be
                                              delivered to the transfer agent for authentication and be delivered by the transfer agent to the
                                              purchaser in accordance with instructions from the Treasurer of the City upon payment of the
                                              purchase price for the Bonds in accordance with the bid therefor when accepted. Executed
                                              blank bonds for registration and issuance to transferees shall simultaneously, and from time to
                                              time thereafter as necessary, be delivered to the transfer agent for safekeeping.



                                                                                              -5-
                                                     Section 5. Registration and Transfer. Any Bond may be transferred upon the books
                                              required to be kept pursuant to this section by the person in whose name it is registered, in
                                              person or by the registered owner’s duly authorized attorney, upon surrender of the Bond for
                                              cancellation, accompanied by delivery of a duly executed written instrument of transfer in a
                                              form approved by the transfer agent. Whenever any Bond or Bonds shall be surrendered for
                                              transfer, the Issuer shall execute and the transfer agent shall authenticate and deliver a new Bond
                                              or Bonds, for like aggregate principal amount. The Transfer Agent shall require payment by the
                                              bondholder requesting the transfer of any tax or other governmental charge required to be paid
                                              with respect to the transfer. The Transfer Agent shall not be required (i) to issue, register the
                                              transfer of or exchange any Bond during a period beginning at the opening of business 15 days
                                              before the day of the giving of a notice of redemption of Bonds selected for redemption as
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              described in the form of Bonds contained in Section 14 of this Ordinance and ending at the close
                                              of business on the day of that giving of notice, or (ii) to register the transfer of or exchange any
                                              Bond so selected for redemption in whole or in part, except the unredeemed portion of Bonds
                                              being redeemed in part. The Issuer shall give the Transfer Agent notice of call for redemption at
                                              least 20 days prior to the date notice of redemption is to be given.

                                                     The Transfer Agent shall keep or cause to be kept, at its principal office, sufficient books
                                              for the registration and transfer of the Bonds, which shall at all times be open to inspection by
                                              the Issuer; and, upon presentation for such purpose, the Transfer Agent shall, under such
                                              reasonable regulations as it may prescribe, transfer or cause to be transferred, on said books,
                                              Bonds as hereinbefore provided.

                                                     If any Bond shall become mutilated, the Issuer, at the expense of the holder of the Bond,
                                              shall execute, and the Transfer Agent shall authenticate and deliver, a new Bond of like tenor in
                                              exchange and substitution for the mutilated Bond, upon surrender to the Transfer Agent of the
                                              mutilated Bond. If any Bond issued under this Ordinance shall be lost, destroyed or stolen,
                                              evidence of the loss, destruction or theft may be submitted to the Transfer Agent and, if this
                                              evidence is satisfactory to both and indemnity satisfactory to the Transfer Agent shall be given,

                                                                                              -6-
                                              and if all requirements of any applicable law including Act 354, Public Acts of Michigan, 1972,
                                              as amended (“Act 354”), being sections 129.131 to 129.135, inclusive, of the Michigan
                                              Compiled Laws have been met, the Issuer, at the expense of the owner, shall execute, and the
                                              Transfer Agent shall thereupon authenticate and deliver, a new Bond of like tenor and bearing
                                              the statement required by Act 354, or any applicable law hereafter enacted, in lieu of and in
                                              substitution for the Bond so lost, destroyed or stolen. If any such Bond shall have matured or
                                              shall be about to mature, instead of issuing a substitute Bond the Transfer Agent may pay the
                                              same without surrender thereof.

                                                     Section 6. Payment of Bonds. The Bonds and the interest thereon shall be payable solely
                                              from the Net Revenues, and to secure such payment, there is hereby created a statutory lien upon
                                              the whole of the Net Revenues which shall be a first lien to continue until payment in full of the
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              principal of and interest on all Bonds payable from the Net Revenues, or, until sufficient cash or
                                              Sufficient Government Obligations have been deposited in trust for payment in full of all Bonds
                                              of a series then outstanding, principal and interest on such Bonds to maturity, or, if called for
                                              redemption, to the date fixed for redemption together with the amount of the redemption
                                              premium, if any. The first lien referred to herein shall be equally shared and be a first priority
                                              with the City’s Outstanding Bonds.         Upon deposit of cash or Sufficient Government
                                              Obligations, as provided in the previous sentence, the statutory lien shall be terminated with
                                              respect to that series of Bonds, the holders of that series shall have no further rights under this
                                              Ordinance except for payment from the deposited funds, and the Bonds of that series shall no
                                              longer be considered to be outstanding under this Ordinance.

                                                     Section 7.   Bondholders’ Rights; Receiver.       The holder or holders of the Bonds
                                              representing in the aggregate not less than twenty percent (20%) of the entire principal amount
                                              thereof then outstanding, may, by suit, action, mandamus or other proceedings, protect and
                                              enforce the statutory lien upon the Net Revenues of the System, and may, by suit, action,
                                              mandamus or other proceedings, enforce and compel performance of all duties of the officers of
                                              the Issuer, including the fixing of sufficient rates, the collection of Revenues, the proper

                                                                                             -7-
                                              segregation of the Revenues of the System and the proper application thereof. The statutory lien
                                              upon the Net Revenues, however, shall not be construed as to compel the sale of the System or
                                              any part thereof.

                                                     If there is a default in the payment of the principal of or interest on the Bonds, any court

                                              having jurisdiction in any proper action may appoint a receiver to administer and operate the

                                              System on behalf of the Issuer and under the direction of the court, and by and with the approval

                                              of the court to perform all of the duties of the officers of the Issuer more particularly set forth

                                              herein and in Act 94.


                                                     The holder or holders of the Bonds shall have all other rights and remedies given by Act
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              94 and law, for the payment and enforcement of the Bonds and the security therefor.

                                                     Section 8. Management; Fiscal Year. The operation, repair and management of the
                                              System and the acquiring of the Project shall be under the supervision and control of the City
                                              Commission and the Fiscal Year for the System shall continue to be the same fiscal year as the
                                              City. The City may employ such person or persons in such capacity or capacities as it deems
                                              advisable to carry on the efficient management and operation of the System. The City may
                                              make such rules and regulations as it deems advisable and necessary to assure the efficient
                                              management and operation of the System.

                                                     Section 9.   Bond Reserve Fund.       The Reserve Account in the Bond and Interest
                                              Redemption Fund, as established and supplemented by Ordinance No. 1057 shall be maintained
                                              in such amounts, so that said Bond Reserve Account shall be in such amount as is equal to the
                                              Reserve Amount as set forth in Section 13B of Ordinance No. 1057.

                                                     Section 10. Bond Proceeds.       The proceeds of the Refunding Bonds and, if deemed
                                              necessary or advisable by the Issuer, moneys on hand in the outstanding Bond Reserve Account,
                                              shall be deposited in an escrow fund or funds (the “Escrow Fund”) consisting of cash and/or

                                                                                             -8-
                                              investments in direct obligations of or obligations of the principal of and interest on which are
                                              unconditionally guaranteed by the United States of America or other obligations the principal of
                                              and interest on which are fully secured by the foregoing not redeemable at the option of the
                                              Issuer in amounts fully sufficient to pay the principal, interest and redemption premiums on all
                                              of the Refunded Bonds, which are to be refunded hereunder and shall be used only for such
                                              purposes. If deemed necessary or advisable by the Issuer, the Escrow Fund may consist of
                                              separate funds as provided in the Escrow Agreement. The Escrow Fund shall be held by the
                                              Escrow Agent (the “Escrow Agent”) pursuant to an escrow agreement (the “Escrow
                                              Agreement”) which shall irrevocably direct the Escrow Agent to take all necessary steps to pay
                                              the principal of and interest on the Refunded Bonds when due and to call the Refunded Bonds
                                              for redemption on the first call date, as specified by the Issuer. The amounts held in the Escrow
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              Fund shall be such that the cash and investments and income received thereon will be sufficient
                                              without reinvestment to pay the principal, interest and redemption premiums on the Refunded
                                              Bonds when due at maturity or by call for redemption as required by the Sales Resolution. The
                                              remaining proceeds of the Bonds shall be used to pay the costs of issuance of the Bonds. Any
                                              proceeds in excess of the proceeds deposited in the Escrow Fund or required to pay costs of
                                              issuance shall be deposited in the Redemption Fund and used to pay interest on the Bonds on
                                              November 1, 2009.

                                                     The City Finance Director is authorized to negotiate an Escrow Agreement on behalf of
                                              the Issuer.

                                                    Section 11. Bond Form. The Bonds shall be in substantially the following form:




                                                                                            -9-
                                                                                UNITED STATES OF AMERICA
                                                                                     STATE OF MICHIGAN
                                                                                   COUNTY OF MUSKEGON
                                                                                       CITY OF MUSKEGON
                                                                                   WATER SUPPLY SYSTEM

                                                                         REVENUE REFUNDING BOND, SERIES 2009
                                                  Interest               Maturity             Date of Original
                                                   Rate                   Date                                 Issue            CUSIP
                                                                      ________ 1, __                     ________________

                                                     REGISTERED OWNER:

                                                     PRINCIPAL AMOUNT:                                                       DOLLARS
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                      The City of Muskegon, County of Muskegon, State of Michigan (the “Issuer”), for value
                                              received, hereby promises to pay, but only out of the hereinafter described Net Revenues of the
                                              Issuer’s Water Supply System (hereinafter defined) the Principal Amount shown above in lawful
                                              money of the United States of America to the Registered Owner shown above, or registered
                                              assigns, on the Maturity Date shown above, unless prepaid prior thereto as hereinafter provided,
                                              with interest thereon from the Date of Original Issue shown above or such later date to which
                                              interest has been paid, until paid, at the Interest Rate per annum shown above, payable on
                                              November 1, 2009, and semiannually thereafter. Principal of this bond is payable upon
                                              surrender of this bond at the principal corporate trust office of _______________________,
                                              ____________, Michigan or such other Transfer Agent as the Issuer may hereafter designate by
                                              notice mailed to the registered owner not less than 60 days prior to the date of any change in
                                              Transfer Agent. Interest on this bond is payable by check or draft mailed by the Transfer Agent
                                              to the person or entity who is, as of the 15th day of the month preceding the interest payment
                                              date, the registered owner of record, at the registered address as shown on the registration books
                                              of the Issuer kept by the Transfer Agent. For prompt payment of principal and interest on this
                                              bond, the Issuer has irrevocably pledged the revenues of the Water Supply System of the Issuer
                                              (the “System”), including all appurtenances, extensions and improvements thereto, after
                                              provision has been made for reasonable and necessary expenses of operation, maintenance and
                                              administration (the “Net Revenues”), and a statutory first lien thereon is hereby recognized and
                                              created.

                                                     This bond is one of a series of bonds of even date of original issue aggregating the
                                              principal sum of $_____________, issued pursuant to Ordinance Nos. 1057 and Ordinance
                                              No._____ of the Issuer, duly adopted by the City Commission of the Issuer, and under and in
                                              full compliance with the Constitution and statutes of the State of Michigan, including

                                                                                            -10-
                                              specifically Act 94, Public Acts of Michigan, 1933, as amended, for the purposes of paying the
                                              cost of refunding the Issuer’s Water Supply System Revenue Bonds, Series 1993 and its Water
                                              Supply System Revenue and Revenue Refunding Bonds, Series 1999.

                                                     For a complete statement of the revenues from which and the conditions under which this
                                              bond is payable, a statement of the conditions under which additional bonds of equal standing as
                                              to the Net Revenues may hereafter be issued and the general covenants and provisions pursuant
                                              to which this bond is issued, reference is made to the above-described Ordinances.

                                                     Bonds of this issue maturing in the years _____ to _____, inclusive, are not subject to
                                              redemption prior to maturity. Bonds or portions of bonds in multiples of $5,000 maturing in the
                                              year 2009 and thereafter may be redeemed at the option of the Issuer, in such order as the Issuer
                                              shall determine and within any maturity by lot, on any interest payment date on or after May 1,
                                              20___ at par and accrued interest to the date fixed for redemption.

                                                     In case less than the full amount of an outstanding bond is called for redemption the
                                              transfer agent upon presentation of the bond called in part for redemption shall register,
                                              authenticate and deliver to the registered owner a new bond in the principal amount of the
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              portion of the original bond not called for redemption.

                                                      Notice of redemption of any bond or portion thereof shall be given by the Transfer Agent
                                              at least thirty (30) days prior to the date fixed for redemption by mail to the registered owner at
                                              the registered address shown on the registration books kept by the Transfer Agent. Bonds shall
                                              be called for redemption in multiples of $5,000 and any bond of a denomination of more than
                                              $5,000 shall be treated as representing the number of bonds obtained by dividing the
                                              denomination of the bond by $5,000 and such bond may be redeemed in part. Notice of
                                              redemption for a bond redeemed in part shall state that upon surrender of the bond to be
                                              redeemed a new bond or bonds in aggregate principal amount equal to the unredeemed portion
                                              of the bonds surrendered shall be issued to the registered owner thereof. No further interest on a
                                              bond or portion thereof called for redemption shall accrue after the date fixed for redemption,
                                              whether presented for redemption or not, provided funds are on hand with the Transfer Agent to
                                              redeem the bond or portion thereof.

                                                     This bond is a self-liquidating bond and is not a general obligation of the Issuer and does
                                              not constitute an indebtedness of the Issuer within any constitutional or statutory limitation, but
                                              is payable, both as to principal and interest, solely and only from the Net Revenues of the
                                              System. The principal of and interest on this bond are secured by the statutory lien hereinbefore
                                              mentioned.

                                                     The Issuer has covenanted and agreed, and does hereby covenant and agree, to fix and
                                              maintain at all times while any bonds payable from the Net Revenues of the System shall be
                                              outstanding, such rates for service furnished by the System as shall be sufficient to provide for
                                              payment of the interest on and the principal of the bonds of this issue and any additional bonds
                                              of equal standing as and when the same shall become due and payable, and to create and


                                                                                            -11-
                                              maintain a bond redemption fund (including a bond reserve account) therefor, to provide for the
                                              payment of expenses of administration and operation and such expenses for maintenance of the
                                              System as are necessary to preserve the same in good repair and working order, and to provide
                                              for such other expenditures and funds for the System as are required by the Ordinances.

                                                     This bond is transferable only upon the books of the Issuer kept for that purpose at the
                                              office of the Transfer Agent by the registered owner hereof in person, or by the registered
                                              owner’s attorney duly authorized in writing, upon the surrender of this bond together with a
                                              written instrument of transfer satisfactory to the Transfer Agent duly executed by the registered
                                              owner or the registered owner’s attorney duly authorized in writing, and thereupon a new
                                              registered bond or bonds in the same aggregate principal amount and of the same maturity shall
                                              be issued to the transferee in exchange therefor as provided in the Ordinances authorizing the
                                              bonds, and upon the payment of the charges, if any, therein prescribed.

                                                    It is hereby certified and recited that all acts, conditions and things required by law
                                              precedent to and in the issuance of this bond and the series of bonds of which this is one have
                                              been done and performed in regular and due time and form as required by law.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                    This bond is not valid or obligatory for any purpose until the Transfer Agent’s Certificate
                                              of Authentication on this bond has been executed by the Transfer Agent.




                                                                                           -12-
                                                     IN WITNESS WHEREOF, the City of Muskegon, County of Muskegon, State of
                                              Michigan, by its City Commission, has caused this bond to be executed with the facsimile
                                              signatures of its Mayor and its City Clerk and a facsimile of its corporate seal to be printed on
                                              this bond, all as of the Date of Original Issue.

                                                                                              CITY OF MUSKEGON

                                                                                              By _____________________________
                                                                                                                    Mayor
                                                    (Seal)

                                                    Countersigned:

                                                    ______________________________

                                                             City Clerk
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                                                           -13-
                                                                           Certificate of Authentication

                                              This bond is one of the bonds described in the within-mentioned Ordinances.




                                              By _____________________________

                                                                                                   Authorized Signatory

                                              Date of Registration:
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                                                   -14-
                                                      Section 12. Tax Matters. The Issuer shall, to the extent permitted by law, take all actions
                                              within its control necessary to maintain the exclusion of the interest on the Bonds from gross
                                              income for federal income tax purposes under the Internal Revenue Code of 1986, as amended
                                              (the “Code”), including, but not limited to, actions relating to any required rebate of arbitrage
                                              earnings and the expenditures and investment of Bond proceeds and moneys deemed to be Bond
                                              proceeds and to prevent the Bonds from becoming “private activity bonds” as that term is used
                                              in Section 141 of the Code. The City hereby designates the Bonds as qualified tax exempt
                                              obligations for purposes of deduction of interest expense by financial institutions pursuant to the
                                              Code.

                                                      Section 13. Sale of Bonds. In order to achieve efficiencies of sale and market timing in a
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              volatile bond market it is determined that the City’s best interest will be served by negotiating
                                              the sale of the Series 2009 Bonds. Robert W. Baird & Co. has proposed to purchase and
                                              underwrite the issuance of the Bonds and is hereby designated as underwriter for the offering of
                                              the Bonds (the “Underwriter”).       The City Manager and Finance Director are each hereby
                                              authorized to negotiate and subject to the approval of the Commission, execute a bond purchase
                                              agreement (the “Bond Purchase Agreement”) with the Underwriter as purchaser or
                                              representative of the purchasers approved by the Commission finalizing the details of the Series
                                              2009 Bonds within the authorized parameters of this Ordinance, including the establishment of
                                              prices, maturities, interest rates, redemption premiums, sinking funds for the Series 2009 Bonds,
                                              and any changes to the amount and manner of funding of the Bond Reserve Account. The
                                              Finance Director may negotiate, approve and execute an escrow agreement with the Escrow
                                              Agent, including the appointment of the Escrow Agent and establishment of the amounts of
                                              escrows therein provided, and approve the circulation of a preliminary and after approval by the
                                              Commission a final official statement describing the Refunding Bonds, and do all other acts and
                                              take all other necessary procedures required to effectuate the sale, issuance and delivery of the
                                              Refunding Bonds.       The Refunding Bonds shall be issued in the final principal amount
                                              determined upon sale and shall mature and be subject to redemption at the times, in the manner

                                                                                             -15-
                                              and at the prices determined upon sale of the Refunding Bonds pursuant to the Sales Resolution
                                              and Bond Purchase Agreement.

                                                       Section 14. The City covenants it shall comply with the requirements of Rule 15c2-12 of
                                              the Securities and Exchange Commission regarding continuing disclosure and hereby designates
                                              the City Finance Director as its Disclosure Representative.

                                                       Section 15. Defeasance. In the event cash or direct obligations of the United States or
                                              obligations the principal of and interest on which are guaranteed by the United States, or a
                                              combination thereof, the principal of and interest on which, without reinvestment, come due at
                                              times and in amounts sufficient to pay at maturity or irrevocable call for earlier optional
                                              redemption, the principal of, premium, if any, and interest on the bonds, shall be deposited in
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              trust, this Ordinance shall be defeased and the owners of the bonds shall have no further rights
                                              under this Ordinance except to receive payment of the principal of, premium, if any, and interest
                                              on the bonds from the cash or securities deposited in trust and the interest and gains thereon and
                                              to transfer and exchange bonds as provided herein.

                                                       Section 16. Severability; Paragraph Headings; and Conflict. If any section, paragraph,
                                              clause or provision of this Ordinance shall be held invalid, the invalidity of such section,
                                              paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. The
                                              paragraph headings in this Ordinance are furnished for convenience of reference only and shall
                                              not be considered to be part of this Ordinance.

                                                       Section 17. Publication and Recordation. This Ordinance shall be published in full in

                                              The Muskegon Chronicle, a newspaper of general circulation in the City, qualified under State

                                              law to publish legal notices, promptly after its adoption, and shall be recorded in the Ordinance

                                              Book of the Issuer and such recording authenticated by the signatures of the Mayor and City

                                              Clerk.



                                                                                            -16-
                                                    Section 18. Effective Date. Pursuant to the provisions of Section 6 of Act 94, this
                                              Ordinance shall be approved on the date of first reading and accordingly this Ordinance shall
                                              immediately be effective upon its adoption.

                                                    Adopted and signed this 27th day of January, 2009.

                                                                                              Signed:    ___________________________
                                                                                                                Mayor

                                                                                              Signed:    ___________________________
                                                                                                                City Clerk
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                                                                            -17-
                                                        I hereby certify that the foregoing constitutes a true and complete copy of an Ordinance
                                              duly adopted by the City Commission of the City of Muskegon, County of Muskegon,
                                              Michigan, at a Regular Meeting held on the 27th day of January, 2009, and that said meeting
                                              was conducted and public notice of said meeting was given pursuant to and in full compliance
                                              with the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the
                                              minutes of said meeting were kept and will be or have been made available as required by said
                                              Act.

                                                       I further certify that the following Members were present at said meeting:
                                              _____________________________________________________________________________
                                              _____________________________________________________________________________
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.




                                              ________________ and that the following Members were absent: ____________________
                                              _________________________________________.

                                                       I further certify that Member _________________ moved adoption of said Ordinance,
                                              and that said motion was supported by Member _________________.

                                                       I further certify that the following Members voted for adoption of said Ordinance:
                                              _____________________________________________________________________________
                                              __________________ and that the following Members voted against adoption of said
                                              Ordinance: ___________________________________________________________________
                                              __________________________________________________________________.

                                                       I further certify that said Ordinance has been recorded in the Ordinance Book and that
                                              such recording has been authenticated by the signatures of the Mayor and City Clerk.
                                                       ________________________________

                                                                                         ______________________________________

                                                                                         City Clerk
                                              DELIB:3050392.1\000000-00000



                                                                                             -18-
                                                                                            City of Muskegon
                                                                        2009 Water Revenue Refunding Bonds
                                                                         Refunding of 1993 and 1999 Bonds
                                                                               Dated: March 1, 2009

                                                                                                Table of Contents



Report

ISSUE SUMMARY

Current Refunding Escrow................................................................................................................................................................................    1

Total Issue Sources And Uses............................................................................................................................................................................    2

Debt Service Schedule...................................................................................................................................................................................    3

Debt Service Comparison.................................................................................................................................................................................    5

Pricing Summary.........................................................................................................................................................................................    7

REFUND 99

Debt Service To Maturity And To Call....................................................................................................................................................................    8

Current Refunding Escrow................................................................................................................................................................................    9

Debt Service Schedule...................................................................................................................................................................................   10

Debt Service Comparison.................................................................................................................................................................................   12

Current Outstanding Debt Service........................................................................................................................................................................   14

REFUND 93

Debt Service To Maturity And To Call....................................................................................................................................................................   15

Current Refunding Escrow................................................................................................................................................................................   16

Debt Service Schedule...................................................................................................................................................................................   17

Debt Service Comparison.................................................................................................................................................................................   18




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance
                                                                                              City of Muskegon
                                                                           2009 Water Revenue Refunding Bonds
                                                                            Refunding of 1993 and 1999 Bonds
                                                                                  Dated: March 1, 2009

                                                                                        Current Refunding Escrow



                    Date                       Principal                    Rate             Interest              +Transfers                            Receipts                 Disbursements             Cash Balance

       03/01/2009                                  -                       -                      -                        -                            0.92                                  -                     0.92
       05/01/2009                       6,614,395.00                  0.030%                 331.61                99,469.97                    6,714,196.58                       6,714,197.50                        -

                    Total             $6,614,395.00                              -         $331.61                $99,469.97                   $6,714,197.50                     $6,714,197.50                         -


Investment Parameters

Investment Model [PV, GIC, or Securities]............................................................................................................................................................          Securities
Default investment yield target.........................................................................................................................................................................    User Defined

Cost of Investments Purchased with Fund Transfers............................................................................................................................................                 99,465.00

Cash Deposit............................................................................................................................................................................................            0.92
Cost of Investments Purchased with Bond Proceeds............................................................................................................................................                6,614,395.00
Total Cost of Investments...............................................................................................................................................................................   $6,713,860.92

Target Cost of Investments at bond yield................................................................................................................................................................   $6,581,847.15
Actual positive or (negative) arbitrage.................................................................................................................................................................     (32,548.77)

Yield to Receipt........................................................................................................................................................................................    0.0300823%
Yield for Arbitrage Purposes............................................................................................................................................................................    3.0123684%

State and Local Government Series (SLGS) rates for............................................................................................................................................               1/09/2009




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                   Page 1
                                                                                                          City of Muskegon
                                                                                      2009 Water Revenue Refunding Bonds
                                                                                       Refunding of 1993 and 1999 Bonds
                                                                                             Dated: March 1, 2009

                                                                                                 Total Issue Sources And Uses
Dated 03/01/2009 | Delivered 03/01/2009


                                                                                                                    Refund 99      Refund 93    Issue Summary

Sources Of Funds
Par Amount of Bonds..................................................................................             $5,815,000.00   $925,000.00    $6,740,000.00
Transfers from Prior Issue Debt Service Funds.........................................                                85,965.00     13,500.00        99,465.00

Total Sources................................................................................................     $5,900,965.00   $938,500.00    $6,839,465.00

Uses Of Funds
Deposit to Current Refunding Fund..........................................................                        5,793,657.04    920,203.88     6,713,860.92
Total Underwriter's Discount (1.000%)...................................................                              58,150.00      9,250.00        67,400.00
Bond Counsel...............................................................................................           25,882.79      4,117.21        30,000.00
Rating Agency Fee........................................................................................              7,333.46      1,166.54         8,500.00
Treasury, Publications and Miscellaneous................................................                               4,313.80        686.20         5,000.00
Rounding Amount.......................................................................................                 3,216.00      1,738.08         4,954.08
POS/Official Statement...............................................................................                  3,882.42        617.58         4,500.00
Verification Agent.......................................................................................              2,156.90        343.10         2,500.00
Auditor's Consent.........................................................................................             1,294.14        205.86         1,500.00
Escrow Agent...............................................................................................              647.07        102.93           750.00
Paying Agent................................................................................................             431.38         68.62           500.00

Total Uses.....................................................................................................   $5,900,965.00   $938,500.00    $6,839,465.00




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                         Page 2
                                                                    City of Muskegon
                                                      2009 Water Revenue Refunding Bonds
                                                       Refunding of 1993 and 1999 Bonds
                                                             Dated: March 1, 2009

                                                                   Debt Service Schedule
                                                                                                                    Part 1 of 2


               Date                       Principal                Coupon              Interest        Total P+I   Fiscal Total

     03/01/2009                                 -                       -                   -                -              -
     11/01/2009                                 -                       -          123,866.66       123,866.66              -
     12/31/2009                                 -                       -                   -                -     123,866.66
     05/01/2010                        600,000.00                  1.850%           92,900.00       692,900.00              -
     11/01/2010                                 -                       -           87,350.00        87,350.00              -
     12/31/2010                                 -                       -                   -                -     780,250.00
     05/01/2011                        605,000.00                  2.100%           87,350.00       692,350.00              -
     11/01/2011                                 -                       -           80,997.50        80,997.50              -
     12/31/2011                                 -                       -                   -                -     773,347.50
     05/01/2012                        620,000.00                  2.250%           80,997.50       700,997.50              -
     11/01/2012                                 -                       -           74,022.50        74,022.50              -
     12/31/2012                                 -                       -                   -                -     775,020.00
     05/01/2013                        640,000.00                  2.350%           74,022.50       714,022.50              -
     11/01/2013                                 -                       -           66,502.50        66,502.50              -
     12/31/2013                                 -                       -                   -                -     780,525.00
     05/01/2014                        660,000.00                  2.550%           66,502.50       726,502.50              -
     11/01/2014                                 -                       -           58,087.50        58,087.50              -
     12/31/2014                                 -                       -                   -                -     784,590.00
     05/01/2015                        680,000.00                  2.750%           58,087.50       738,087.50              -
     11/01/2015                                 -                       -           48,737.50        48,737.50              -
     12/31/2015                                 -                       -                   -                -     786,825.00
     05/01/2016                        700,000.00                  3.000%           48,737.50       748,737.50              -
     11/01/2016                                 -                       -           38,237.50        38,237.50              -
     12/31/2016                                 -                       -                   -                -     786,975.00
     05/01/2017                        720,000.00                  3.200%           38,237.50       758,237.50              -
     11/01/2017                                 -                       -           26,717.50        26,717.50              -
     12/31/2017                                 -                       -                   -                -     784,955.00
     05/01/2018                        745,000.00                  3.400%           26,717.50       771,717.50              -
     11/01/2018                                 -                       -           14,052.50        14,052.50              -
     12/31/2018                                 -                       -                   -                -     785,770.00
     05/01/2019                        770,000.00                  3.650%           14,052.50       784,052.50              -
     12/31/2019                                 -                       -                   -                -     784,052.50

              Total                $6,740,000.00                        -        $1,206,176.66    $7,946,176.66               -




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                        Page 3
                                                                                              City of Muskegon
                                                                          2009 Water Revenue Refunding Bonds
                                                                           Refunding of 1993 and 1999 Bonds
                                                                                 Dated: March 1, 2009

                                                                                            Debt Service Schedule
                                                                                                                                                                                                             Part 2 of 2


Yield Statistics

Bond Year Dollars.......................................................................................................................................................................................    $39,798.33
Average Life............................................................................................................................................................................................    5.905 Years
Average Coupon..........................................................................................................................................................................................   3.0307215%

Net Interest Cost (NIC).................................................................................................................................................................................   3.2000754%
True Interest Cost (TIC)................................................................................................................................................................................   3.2023346%
Bond Yield for Arbitrage Purposes......................................................................................................................................................................    3.0123684%
All Inclusive Cost (AIC)................................................................................................................................................................................   3.3543075%

IRS Form 8038
Net Interest Cost.......................................................................................................................................................................................   3.0307215%
Weighted Average Maturity...............................................................................................................................................................................    5.905 Years




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                  Page 4
                                                                    City of Muskegon
                                                      2009 Water Revenue Refunding Bonds
                                                       Refunding of 1993 and 1999 Bonds
                                                             Dated: March 1, 2009

                                                                   Debt Service Comparison
                                                                                                                           Part 1 of 2



                Date                Total P+I           Non-Refunded                Total      Old Net D/S       Savings   Fiscal Total

      03/01/2009                          -                         -          (4,954.08)      (99,465.00)   (94,510.92)           -
      05/01/2009                          -                520,455.00         520,455.00       669,652.50    149,197.50            -
      11/01/2009                 123,866.66                         -         123,866.66       149,197.50      25,330.84           -
      12/31/2009                          -                         -                   -                -             -   80,017.42
      05/01/2010                 692,900.00                         -         692,900.00       684,197.50     (8,702.50)           -
      11/01/2010                  87,350.00                         -          87,350.00       137,962.50      50,612.50           -
      12/31/2010                          -                         -                   -                -             -   41,910.00
      05/01/2011                 692,350.00                         -         692,350.00       692,962.50         612.50           -
      11/01/2011                  80,997.50                         -          80,997.50       126,030.00      45,032.50           -
      12/31/2011                          -                         -                   -                -             -   45,645.00
      05/01/2012                 700,997.50                         -         700,997.50       706,030.00       5,032.50           -
      11/01/2012                  74,022.50                         -          74,022.50       113,077.50      39,055.00           -
      12/31/2012                          -                         -                   -                -             -   44,087.50
      05/01/2013                 714,022.50                         -         714,022.50       718,077.50       4,055.00           -
      11/01/2013                  66,502.50                         -          66,502.50         99,542.50     33,040.00           -
      12/31/2013                          -                         -                   -                -             -   37,095.00
      05/01/2014                 726,502.50                         -         726,502.50       734,542.50       8,040.00           -
      11/01/2014                  58,087.50                         -          58,087.50         85,255.00     27,167.50           -
      12/31/2014                          -                         -                   -                -             -   35,207.50
      05/01/2015                 738,087.50                         -         738,087.50       750,255.00      12,167.50           -
      11/01/2015                  48,737.50                         -          48,737.50         70,126.25     21,388.75           -
      12/31/2015                          -                         -                   -                -             -   33,556.25
      05/01/2016                 748,737.50                         -         748,737.50       765,126.25      16,388.75           -
      11/01/2016                  38,237.50                         -          38,237.50         54,141.25     15,903.75           -
      12/31/2016                          -                         -                   -                -             -   32,292.50
      05/01/2017                 758,237.50                         -         758,237.50       784,141.25      25,903.75           -
      11/01/2017                  26,717.50                         -          26,717.50         37,168.75     10,451.25           -
      12/31/2017                          -                         -                   -                -             -   36,355.00
      05/01/2018                 771,717.50                         -         771,717.50       802,168.75      30,451.25           -
      11/01/2018                  14,052.50                         -          14,052.50         19,000.00      4,947.50           -
      12/31/2018                          -                         -                   -                -             -   35,398.75
      05/01/2019                 784,052.50                         -         784,052.50       819,000.00      34,947.50           -
      12/31/2019                          -                         -                   -                -             -   34,947.50

               Total          $7,946,176.66               $520,455.00       $8,461,677.58    $8,918,190.00   $456,512.42             -




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                Page 5
                                                                                           City of Muskegon
                                                                        2009 Water Revenue Refunding Bonds
                                                                         Refunding of 1993 and 1999 Bonds
                                                                               Dated: March 1, 2009

                                                                                       Debt Service Comparison
                                                                                                                                                                                                             Part 2 of 2


PV Analysis Summary (Net to Net)

Gross PV Debt Service Savings...........................................................................................................................................................................    485,440.44

Net PV Cashflow Savings @ 3.354%(AIC)........................................................................................................................................................               485,440.44

Transfers from Prior Issue Debt Service Fund....................................................................................................................................................            (99,465.00)
Contingency or Rounding Amount.....................................................................................................................................................................            4,954.08
Net Present Value Benefit...............................................................................................................................................................................   $390,929.52

Net PV Benefit / $6,565,000 Refunded Principal.............................................................................................................................................                     5.955%
Net PV Benefit / $6,740,000 Refunding Principal...........................................................................................................................................                      5.800%

Average Annual Cash Flow Savings....................................................................................................................................................................         41,501.13

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................    3/01/2009
Refunding Delivery Date.................................................................................................................................................................................    3/01/2009




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                  Page 6
                                                                                                  City of Muskegon
                                                                            2009 Water Revenue Refunding Bonds
                                                                             Refunding of 1993 and 1999 Bonds
                                                                                   Dated: March 1, 2009

                                                                                                    Pricing Summary


            Maturity                          Type of Bond                         Coupon                          Yield                     Maturity Value                                   Price          Dollar Price

     05/01/2010                       Serial Coupon                                1.850%                      1.850%                              10,000.00                         100.000%                 10,000.00
     05/01/2010                       Serial Coupon                                1.850%                      1.850%                             590,000.00                         100.000%                590,000.00
     05/01/2011                       Serial Coupon                                2.100%                      2.100%                              10,000.00                         100.000%                 10,000.00
     05/01/2011                       Serial Coupon                                2.100%                      2.100%                             595,000.00                         100.000%                595,000.00
     05/01/2012                       Serial Coupon                                2.250%                      2.250%                             620,000.00                         100.000%                620,000.00
     05/01/2013                       Serial Coupon                                2.350%                      2.350%                             640,000.00                         100.000%                640,000.00
     05/01/2014                       Serial Coupon                                2.550%                      2.550%                             660,000.00                         100.000%                660,000.00
     05/01/2015                       Serial Coupon                                2.750%                      2.750%                             680,000.00                         100.000%                680,000.00
     05/01/2016                       Serial Coupon                                3.000%                      3.000%                             700,000.00                         100.000%                700,000.00
     05/01/2017                       Serial Coupon                                3.200%                      3.200%                             720,000.00                         100.000%                720,000.00
     05/01/2018                       Serial Coupon                                3.400%                      3.400%                             745,000.00                         100.000%                745,000.00
     05/01/2019                       Serial Coupon                                3.650%                      3.650%                             770,000.00                         100.000%                770,000.00

                  Total                                          -                            -                           -                  $6,740,000.00                                           -     $6,740,000.00


Bid Information

Par Amount of Bonds.....................................................................................................................................................................................   $6,740,000.00
Gross Production........................................................................................................................................................................................   $6,740,000.00

Total Underwriter's Discount (1.000%)..............................................................................................................................................................         $(67,400.00)
Bid (99.000%)...........................................................................................................................................................................................    6,672,600.00

Total Purchase Price....................................................................................................................................................................................   $6,672,600.00

Bond Year Dollars.......................................................................................................................................................................................     $39,798.33
Average Life............................................................................................................................................................................................     5.905 Years
Average Coupon..........................................................................................................................................................................................    3.0307215%

Net Interest Cost (NIC).................................................................................................................................................................................    3.2000754%
True Interest Cost (TIC)................................................................................................................................................................................    3.2023346%




011209 Refund 09 (93 + 99 | Issue Summary | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                   Page 7
                                                                                                City of Muskegon
                                                                        1999 Water Revenue and Refunding Bonds
                                                                                    Dated: 3/2/99
                                                                               Callable: 5/1/09 @ 100

                                                                               Debt Service To Maturity And To Call



                       Date           Refunded Bonds                 Interest to Call                     D/S To Call                          Principal            Coupon                           Interest   Refunded D/S

         05/01/2009                      5,665,000.00                    128,947.50                   5,793,947.50                                 -                4.100%                    128,947.50          128,947.50
         11/01/2009                                 -                             -                              -                                 -                     -                    128,947.50          128,947.50
         05/01/2010                                 -                             -                              -                        535,000.00                4.200%                    128,947.50          663,947.50
         11/01/2010                                 -                             -                              -                                 -                     -                    117,712.50          117,712.50
         05/01/2011                                 -                             -                              -                        555,000.00                4.300%                    117,712.50          672,712.50
         11/01/2011                                 -                             -                              -                                 -                     -                    105,780.00          105,780.00
         05/01/2012                                 -                             -                              -                        130,000.00                4.350%                    105,780.00          235,780.00
         11/01/2012                                 -                             -                              -                                 -                     -                    102,952.50          102,952.50
         05/01/2013                                 -                             -                              -                        155,000.00                4.400%                    102,952.50          257,952.50
         11/01/2013                                 -                             -                              -                                 -                     -                     99,542.50           99,542.50
         05/01/2014                                 -                             -                              -                        635,000.00                4.500%                     99,542.50          734,542.50
         11/01/2014                                 -                             -                              -                                 -                     -                     85,255.00           85,255.00
         05/01/2015                                 -                             -                              -                        665,000.00                4.550%                     85,255.00          750,255.00
         11/01/2015                                 -                             -                              -                                 -                     -                     70,126.25           70,126.25
         05/01/2016                                 -                             -                              -                        695,000.00                4.600%                     70,126.25          765,126.25
         11/01/2016                                 -                             -                              -                                 -                     -                     54,141.25           54,141.25
         05/01/2017                                 -                             -                              -                        730,000.00                4.650%                     54,141.25          784,141.25
         11/01/2017                                 -                             -                              -                                 -                     -                     37,168.75           37,168.75
         05/01/2018                                 -                             -                              -                        765,000.00                4.750%                     37,168.75          802,168.75
         11/01/2018                                 -                             -                              -                                 -                     -                     19,000.00           19,000.00
         05/01/2019                                 -                             -                              -                        800,000.00                4.750%                     19,000.00          819,000.00

                      Total            $5,665,000.00                   $128,947.50                   $5,793,947.50                   $5,665,000.00                             -         $1,770,200.00          $7,435,200.00


Yield Statistics

Average Life............................................................................................................................................................................................          6.417 Years
Weighted Average Maturity (Par Basis)...................................................................................................................................................................          6.417 Years
Average Coupon..........................................................................................................................................................................................         4.6328527%

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................          3/01/2009
Refunding Delivery Date.................................................................................................................................................................................          3/01/2009




Muskegon 3/2/99 Water | SINGLE PURPOSE | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                        Page 8
                                                                                           City of Muskegon
                                                    Refunding of 1999 Water Revenue and Refunding Bonds
                                                                    Dated: March 1, 2009


                                                                                     Current Refunding Escrow



             Date                        Principal                   Rate             Interest               +Transfers                            Receipts                 Disbursements                   Cash Balance

03/01/2009                                  -                        -                     -                         -                            0.04                                  -                           0.04
05/01/2009                       5,707,692.00                   0.030%                286.16                 85,969.30                    5,793,947.46                       5,793,947.50                              -

             Total             $5,707,692.00                              -         $286.16                $85,969.30                   $5,793,947.50                      $5,793,947.50                               -


Investment Parameters

Investment Model [PV, GIC, or Securities].....................................................................................................................................................                 Securities
Default investment yield target.......................................................................................................................................................................      User Defined

Cost of Investments Purchased with Fund Transfers.....................................................................................................................................                        85,965.00

Cash Deposit............................................................................................................................................................................................            0.04
Cost of Investments Purchased with Bond Proceeds......................................................................................................................................                      5,707,692.00
Total Cost of Investments...............................................................................................................................................................................   $5,793,657.04

Target Cost of Investments at bond yield........................................................................................................................................................           $5,679,605.07
Actual positive or (negative) arbitrage...........................................................................................................................................................           (28,086.97)

Yield to Receipt........................................................................................................................................................................................    0.0300830%
Yield for Arbitrage Purposes............................................................................................................................................................................    3.0123684%

State and Local Government Series (SLGS) rates for......................................................................................................................................                     1/09/2009




011209 Refund 09 (93 + 99 | Refund 99 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                   Page 9
                                                                 City of Muskegon
                                     Refunding of 1999 Water Revenue and Refunding Bonds
                                                     Dated: March 1, 2009


                                                                 Debt Service Schedule
                                                                                                                 Part 1 of 2


          Date                       Principal                 Coupon               Interest        Total P+I   Fiscal Total

03/01/2009                                -                         -                    -                -              -
11/01/2009                                -                         -           109,728.33       109,728.33              -
12/31/2009                                -                         -                    -                -     109,728.33
05/01/2010                       590,000.00                    1.850%            82,296.25       672,296.25              -
11/01/2010                                -                         -            76,838.75        76,838.75              -
12/31/2010                                -                         -                    -                -     749,135.00
05/01/2011                       595,000.00                    2.100%            76,838.75       671,838.75              -
11/01/2011                                -                         -            70,591.25        70,591.25              -
12/31/2011                                -                         -                    -                -     742,430.00
05/01/2012                       165,000.00                    2.250%            70,591.25       235,591.25              -
11/01/2012                                -                         -            68,735.00        68,735.00              -
12/31/2012                                -                         -                    -                -     304,326.25
05/01/2013                       190,000.00                    2.350%            68,735.00       258,735.00              -
11/01/2013                                -                         -            66,502.50        66,502.50              -
12/31/2013                                -                         -                    -                -     325,237.50
05/01/2014                       660,000.00                    2.550%            66,502.50       726,502.50              -
11/01/2014                                -                         -            58,087.50        58,087.50              -
12/31/2014                                -                         -                    -                -     784,590.00
05/01/2015                       680,000.00                    2.750%            58,087.50       738,087.50              -
11/01/2015                                -                         -            48,737.50        48,737.50              -
12/31/2015                                -                         -                    -                -     786,825.00
05/01/2016                       700,000.00                    3.000%            48,737.50       748,737.50              -
11/01/2016                                -                         -            38,237.50        38,237.50              -
12/31/2016                                -                         -                    -                -     786,975.00
05/01/2017                       720,000.00                    3.200%            38,237.50       758,237.50              -
11/01/2017                                -                         -            26,717.50        26,717.50              -
12/31/2017                                -                         -                    -                -     784,955.00
05/01/2018                       745,000.00                    3.400%            26,717.50       771,717.50              -
11/01/2018                                -                         -            14,052.50        14,052.50              -
12/31/2018                                -                         -                    -                -     785,770.00
05/01/2019                       770,000.00                    3.650%            14,052.50       784,052.50              -
12/31/2019                                -                         -                    -                -     784,052.50

         Total                $5,815,000.00                         -         $1,129,024.58    $6,944,024.58               -




011209 Refund 09 (93 + 99 | Refund 99 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                    Page 10
                                                                                              City of Muskegon
                                                      Refunding of 1999 Water Revenue and Refunding Bonds
                                                                      Dated: March 1, 2009


                                                                                            Debt Service Schedule
                                                                                                                                                                                                             Part 2 of 2


Yield Statistics

Bond Year Dollars.......................................................................................................................................................................................    $36,449.17
Average Life............................................................................................................................................................................................    6.268 Years
Average Coupon..........................................................................................................................................................................................   3.0975319%

Net Interest Cost (NIC).................................................................................................................................................................................   3.2570692%
True Interest Cost (TIC)................................................................................................................................................................................   3.2614624%
Bond Yield for Arbitrage Purposes......................................................................................................................................................................    3.0123684%
All Inclusive Cost (AIC)................................................................................................................................................................................   3.4057708%

IRS Form 8038
Net Interest Cost.......................................................................................................................................................................................   3.0975319%
Weighted Average Maturity...............................................................................................................................................................................    6.268 Years




011209 Refund 09 (93 + 99 | Refund 99 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                Page 11
                                                                 City of Muskegon
                                       Refunding of 1999 Water Revenue and Refunding Bonds
                                                       Dated: March 1, 2009


                                                               Debt Service Comparison
                                                                                                                       Part 1 of 2



             Date                 Total P+I          Non-Refunded               Total      Old Net D/S       Savings   Fiscal Total

   03/01/2009                          -                         -         (3,216.00)      (85,965.00)   (82,749.00)           -
   05/01/2009                          -                520,455.00        520,455.00       649,402.50    128,947.50            -
   11/01/2009                 109,728.33                         -        109,728.33       128,947.50      19,219.17           -
   12/31/2009                          -                         -                  -                -             -   65,417.67
   05/01/2010                 672,296.25                         -        672,296.25       663,947.50     (8,348.75)           -
   11/01/2010                  76,838.75                         -         76,838.75       117,712.50      40,873.75           -
   12/31/2010                          -                         -                  -                -             -   32,525.00
   05/01/2011                 671,838.75                         -        671,838.75       672,712.50         873.75           -
   11/01/2011                  70,591.25                         -         70,591.25       105,780.00      35,188.75           -
   12/31/2011                          -                         -                  -                -             -   36,062.50
   05/01/2012                 235,591.25                         -        235,591.25       235,780.00         188.75           -
   11/01/2012                  68,735.00                         -         68,735.00       102,952.50      34,217.50           -
   12/31/2012                          -                         -                  -                -             -   34,406.25
   05/01/2013                 258,735.00                         -        258,735.00       257,952.50       (782.50)           -
   11/01/2013                  66,502.50                         -         66,502.50         99,542.50     33,040.00           -
   12/31/2013                          -                         -                  -                -             -   32,257.50
   05/01/2014                 726,502.50                         -        726,502.50       734,542.50       8,040.00           -
   11/01/2014                  58,087.50                         -         58,087.50         85,255.00     27,167.50           -
   12/31/2014                          -                         -                  -                -             -   35,207.50
   05/01/2015                 738,087.50                         -        738,087.50       750,255.00      12,167.50           -
   11/01/2015                  48,737.50                         -         48,737.50         70,126.25     21,388.75           -
   12/31/2015                          -                         -                  -                -             -   33,556.25
   05/01/2016                 748,737.50                         -        748,737.50       765,126.25      16,388.75           -
   11/01/2016                  38,237.50                         -         38,237.50         54,141.25     15,903.75           -
   12/31/2016                          -                         -                  -                -             -   32,292.50
   05/01/2017                 758,237.50                         -        758,237.50       784,141.25      25,903.75           -
   11/01/2017                  26,717.50                         -         26,717.50         37,168.75     10,451.25           -
   12/31/2017                          -                         -                  -                -             -   36,355.00
   05/01/2018                 771,717.50                         -        771,717.50       802,168.75      30,451.25           -
   11/01/2018                  14,052.50                         -         14,052.50         19,000.00      4,947.50           -
   12/31/2018                          -                         -                  -                -             -   35,398.75
   05/01/2019                 784,052.50                         -        784,052.50       819,000.00      34,947.50           -
   12/31/2019                          -                         -                  -                -             -   34,947.50

             Total         $6,944,024.58               $520,455.00      $7,461,263.58    $7,869,690.00   $408,426.42             -




011209 Refund 09 (93 + 99 | Refund 99 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                           Page 12
                                                                                           City of Muskegon
                                                     Refunding of 1999 Water Revenue and Refunding Bonds
                                                                     Dated: March 1, 2009


                                                                                       Debt Service Comparison
                                                                                                                                                                                                             Part 2 of 2


PV Analysis Summary (Net to Net)

Gross PV Debt Service Savings...........................................................................................................................................................................    427,992.35

Net PV Cashflow Savings @ 3.406%(AIC)........................................................................................................................................................               427,992.35

Transfers from Prior Issue Debt Service Fund....................................................................................................................................................            (85,965.00)
Contingency or Rounding Amount.....................................................................................................................................................................            3,216.00
Net Present Value Benefit...............................................................................................................................................................................   $345,243.35

Net PV Benefit / $5,665,000 Refunded Principal.............................................................................................................................................                     6.094%
Net PV Benefit / $5,815,000 Refunding Principal...........................................................................................................................................                      5.937%

Average Annual Cash Flow Savings....................................................................................................................................................................         37,129.67

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................    3/01/2009
Refunding Delivery Date.................................................................................................................................................................................    3/01/2009




011209 Refund 09 (93 + 99 | Refund 99 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                Page 13
                                                                                              City of Muskegon
                                                                      1999 Water Revenue and Refunding Bonds
                                                                                  Dated: 3/2/99
                                                                             Callable: 5/1/09 @ 100

                                                                                Current Outstanding Debt Service


                    Date                                           Principal                                       Coupon                                               Interest                              Total P+I

      05/01/2009                                               510,000.00                                          4.100%                                          10,455.00                                520,455.00

                   Total                                     $510,000.00                                                      -                                  $10,455.00                                $520,455.00


Yield Statistics

Average Life............................................................................................................................................................................................    0.167 Years
Weighted Average Maturity (Par Basis)...................................................................................................................................................................    0.167 Years
Average Coupon..........................................................................................................................................................................................   4.1000000%

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................    3/01/2009
Refunding Delivery Date.................................................................................................................................................................................    3/01/2009




Muskegon 3/2/99 Water | SINGLE PURPOSE | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                Page 14
                                                                               City of Muskegon, Michigan
                                                                  1993 Water Supply Revenue Bonds
                                                                        Dated October 1, 1993
                                                         Callable May 1, 2001 @ 101; 04 @ 100.5; 06 @ 100

                                                                           Debt Service To Maturity And To Call


                                         Refunded
                 Date                       Bonds             Interest to Call                   D/S To Call                         Principal              Coupon                          Interest       Refunded D/S

    05/01/2009                       900,000.00                     20,250.00                    920,250.00                              -                       -                     20,250.00              20,250.00
    11/01/2009                                -                             -                             -                              -                       -                     20,250.00              20,250.00
    05/01/2010                                -                             -                             -                              -                       -                     20,250.00              20,250.00
    11/01/2010                                -                             -                             -                              -                       -                     20,250.00              20,250.00
    05/01/2011                                -                             -                             -                              -                       -                     20,250.00              20,250.00
    11/01/2011                                -                             -                             -                              -                       -                     20,250.00              20,250.00
    05/01/2012                                -                             -                             -                     450,000.00                  4.500%                     20,250.00             470,250.00
    11/01/2012                                -                             -                             -                              -                       -                     10,125.00              10,125.00
    05/01/2013                                -                             -                             -                     450,000.00                  4.500%                     10,125.00             460,125.00

                 Total             $900,000.00                    $20,250.00                   $920,250.00                    $900,000.00                              -           $162,000.00             $1,062,000.00


Yield Statistics

Average Life............................................................................................................................................................................................     3.667 Years
Weighted Average Maturity (Par Basis)..............................................................................................................................................................          3.667 Years
Average Coupon..........................................................................................................................................................................................    4.5000000%

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................     3/01/2009
Refunding Delivery Date.................................................................................................................................................................................     3/01/2009




93Water Bonds Post | SINGLE PURPOSE | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                  Page 15
                                                                                             City of Muskegon
                                                         Refunding of Outstanding 1993 Water Revenue Bonds
                                                                        Dated: March 1, 2009


                                                                                       Current Refunding Escrow



                   Date                     Principal                     Rate             Interest                +Transfers                          Receipts                  Disbursements             Cash Balance

     03/01/2009                                 -                        -                       -                         -                           0.88                                    -                   0.88
     05/01/2009                        906,703.00                   0.030%                   45.45                 13,500.67                     920,249.12                           920,250.00                      -

                  Total              $906,703.00                               -           $45.45                 $13,500.67                   $920,250.00                          $920,250.00                       -


Investment Parameters

Investment Model [PV, GIC, or Securities].............................................................................................................................................................        Securities
Default investment yield target.........................................................................................................................................................................   User Defined

Cost of Investments Purchased with Fund Transfers.............................................................................................................................................               13,500.00

Cash Deposit............................................................................................................................................................................................          0.88
Cost of Investments Purchased with Bond Proceeds..............................................................................................................................................              906,703.00
Total Cost of Investments...............................................................................................................................................................................   $920,203.88

Target Cost of Investments at bond yield................................................................................................................................................................   $902,242.07
Actual positive or (negative) arbitrage.................................................................................................................................................................     (4,461.81)

Yield to Receipt........................................................................................................................................................................................   0.0300775%
Yield for Arbitrage Purposes............................................................................................................................................................................   3.0123684%

State and Local Government Series (SLGS) rates for..............................................................................................................................................            1/09/2009




011209 Refund 09 (93 + 99 | Refund 93 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                Page 16
                                                                                                City of Muskegon
                                                          Refunding of Outstanding 1993 Water Revenue Bonds
                                                                         Dated: March 1, 2009


                                                                                              Debt Service Schedule


                  Date                                  Principal                           Coupon                                     Interest                                     Total P+I               Fiscal Total

     03/01/2009                                             -                                    -                                        -                                              -                           -
     11/01/2009                                             -                                    -                                14,138.33                                      14,138.33                           -
     12/31/2009                                             -                                    -                                        -                                              -                   14,138.33
     05/01/2010                                     10,000.00                               1.850%                                10,603.75                                      20,603.75                           -
     11/01/2010                                             -                                    -                                10,511.25                                      10,511.25                           -
     12/31/2010                                             -                                    -                                        -                                              -                   31,115.00
     05/01/2011                                     10,000.00                               2.100%                                10,511.25                                      20,511.25                           -
     11/01/2011                                             -                                    -                                10,406.25                                      10,406.25                           -
     12/31/2011                                             -                                    -                                        -                                              -                   30,917.50
     05/01/2012                                    455,000.00                               2.250%                                10,406.25                                     465,406.25                           -
     11/01/2012                                             -                                    -                                 5,287.50                                       5,287.50                           -
     12/31/2012                                             -                                    -                                        -                                              -                  470,693.75
     05/01/2013                                    450,000.00                               2.350%                                 5,287.50                                     455,287.50                           -
     12/31/2013                                             -                                    -                                        -                                              -                  455,287.50

                  Total                          $925,000.00                                           -                        $77,152.08                                 $1,002,152.08                              -


Yield Statistics

Bond Year Dollars.......................................................................................................................................................................................      $3,349.17
Average Life............................................................................................................................................................................................    3.621 Years
Average Coupon..........................................................................................................................................................................................   2.3036202%

Net Interest Cost (NIC).................................................................................................................................................................................   2.5798083%
True Interest Cost (TIC)................................................................................................................................................................................   2.5937667%
Bond Yield for Arbitrage Purposes.......................................................................................................................................................................   3.0123684%
All Inclusive Cost (AIC)................................................................................................................................................................................   2.8264191%

IRS Form 8038
Net Interest Cost.......................................................................................................................................................................................   2.3036202%
Weighted Average Maturity...............................................................................................................................................................................    3.621 Years




011209 Refund 09 (93 + 99 | Refund 93 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                Page 17
                                                                                              City of Muskegon
                                                          Refunding of Outstanding 1993 Water Revenue Bonds
                                                                         Dated: March 1, 2009


                                                                                         Debt Service Comparison



                   Date                                 Total P+I                            Net New D/S                                  Old Net D/S                                    Savings                Fiscal Total

      03/01/2009                                             -                                  (1,738.08)                                 (13,500.00)                           (11,761.92)                            -
      05/01/2009                                             -                                           -                                   20,250.00                             20,250.00                            -
      11/01/2009                                     14,138.33                                  14,138.33                                    20,250.00                              6,111.67                            -
      12/31/2009                                             -                                           -                                           -                                     -                    14,599.75
      05/01/2010                                     20,603.75                                  20,603.75                                    20,250.00                              (353.75)                            -
      11/01/2010                                     10,511.25                                  10,511.25                                    20,250.00                              9,738.75                            -
      12/31/2010                                             -                                           -                                           -                                     -                     9,385.00
      05/01/2011                                     20,511.25                                  20,511.25                                    20,250.00                              (261.25)                            -
      11/01/2011                                     10,406.25                                  10,406.25                                    20,250.00                              9,843.75                            -
      12/31/2011                                             -                                           -                                           -                                     -                     9,582.50
      05/01/2012                                    465,406.25                                 465,406.25                                  470,250.00                               4,843.75                            -
      11/01/2012                                      5,287.50                                    5,287.50                                   10,125.00                              4,837.50                            -
      12/31/2012                                             -                                           -                                           -                                     -                     9,681.25
      05/01/2013                                    455,287.50                                 455,287.50                                  460,125.00                               4,837.50                            -
      12/31/2013                                             -                                           -                                           -                                     -                     4,837.50

                   Total                       $1,002,152.08                               $1,000,414.00                              $1,048,500.00                               $48,086.00                              -


PV Analysis Summary (Net to Net)

Gross PV Debt Service Savings...........................................................................................................................................................................        57,093.15

Net PV Cashflow Savings @ 2.826%(AIC)................................................................................................................................................................           57,093.15

Transfers from Prior Issue Debt Service Fund............................................................................................................................................................       (13,500.00)
Contingency or Rounding Amount..........................................................................................................................................................................          1,738.08
Net Present Value Benefit...............................................................................................................................................................................        $45,331.23

Net PV Benefit /            $900,000 Refunded Principal.....................................................................................................................................................       5.037%
Net PV Benefit /            $925,000 Refunding Principal....................................................................................................................................................       4.901%

Average Annual Cash Flow Savings........................................................................................................................................................................          9,617.20

Refunding Bond Information

Refunding Dated Date....................................................................................................................................................................................       3/01/2009
Refunding Delivery Date.................................................................................................................................................................................       3/01/2009




011209 Refund 09 (93 + 99 | Refund 93 | 1/12/2009 | 12:11 PM




Robert W. Baird
Public Finance                                                                                                                                                                                                   Page 18
                            CITY COMMISSION MEETING
                               Tuesday, January 27, 2009




TO:            Honorable Mayor and City Commissioners

FROM:          Anthony L. Kleibecker

DATE:          January 20, 2009

SUBJECT:       Towing Contract

SUMMARY OF REQUEST:

Proposals have been accepted for the towing contract with the city. This contract will go
into effect on February 1, 2009. Proposals were submitted by the following companies:

   1.   All Pro Towing and Recovery, 2930 E. Apple, Muskegon 49442
   2.   Baxter’s Towing and Storage, 5333 Airline, Muskegon, 49444
   3.   Campbell’s Towing, 2462 South Getty, Muskegon Heights,
   4.   Central Towing, 710 Alberta, Muskegon, 49441
   5.   Reliable Towing, 1288 Ninth St., Muskegon 49440

I have attached a spreadsheet that provides an overview of the bids along with the bids
that were submitted by each company.

Based upon the proposals that were submitted, I am recommending that the commission
approve a contract with Campbell’s Towing, 2462 South Getty.

FINANICAL IMPACT:

None

BUDGET ACTION REQUIRED:

None.

STAFF RECOMMENDATION:

Approval of this request.
                              2009 Towing Bid Pricing
  $140

  $120

  $100
                                                                                          All Pro
   $80
                                                                                          Baxter's
   $60                                                                                    Campbell's

   $40                                                                                    Central
                                                                                          Reliable
   $20

     $0
           To Impound     Vehicle      Moped      Tow City    Tow City   City Vehicle
                          Storage      Storage    Vehicle    Vehicle     Service
                                                               (15-50     (flat tire)
                                                               Tons)




                                                                             Tow City     City Vehicle
                                    Vehicle      Moped        Tow City        Vehicle       Service
   Service     To Impound           Storage      Storage       Vehicle     (15-50 Tons)    (flat tire)
Fee Paid by       Owner             Owner        Owner          City           City           City

    2009

All Pro            $50               $10           $8           $27            $75             $0
Baxter's           $90               $25           $6           $55            $125           $50
Campbell's         $50               $10           $1            $5            $25             $0
Central            $70               $20          $10            $5            $50             $5
Reliable           $75               $20           $5           $25            $75            $25
    2010

All Pro            $53               $13          $10           $28            $79             $0
Baxter's           $95               $30           $6           $60            $130           $55
Campbell's         $50               $10           $1            $5            $25             $0
Central            $70               $20          $10            $5            $50             $5
Reliable           $75               $20           $5           $25            $75            $25
    2011

All Pro            $55               $15          $12           $30            $83             $0
Baxter's           $100              $35           $7           $65            $140           $60
Campbell's         $50               $10           $1            $5            $25             $0
Central            $70               $20          $10            $5            $50             $5
Reliable           $75               $20           $5           $25            $75            $25
Annual Increases

                                                            Tow City     City Vehicle
                           Vehicle   Moped     Tow City      Vehicle       Service
   Service    To Impound   Storage   Storage    Vehicle   (15-50 Tons)    (flat tire)
Fee Paid by     Owner      Owner     Owner       City         City           City

    2010

All Pro          $3          $3        $2        $1           $4             $0
Baxter's         $5          $5        $0        $5           $5             $5
Campbell's       $0          $0        $0        $0           $0             $0
Central          $0          $0        $0        $0           $0             $0
Reliable         $0          $0        $0        $0           $0             $0
    2011

All Pro          $2          $2        $2        $2           $4             $0
Baxter's         $5          $5        $1        $5           $10            $5
Campbell's       $0          $0        $0        $0           $0             $0
Central          $0          $0        $0        $0           $0             $0
Reliable         $0          $0        $0        $0           $0             $0
                            AGENDA ITEM NO. ______________

                  CITY COMMISSION MEETING ____________________



TO:         Honorable Mayor and City Commissioners

FROM:       Bryon L. Mazade, City Manager

DATE:       January 21, 2009

RE:         Terminate the Arena Management Contract



SUMMARY OF REQUEST:
To confirm the termination of the operations management contract with Arena Management
Group (AMG). Notification of the termination has been sent to AMG, pursuant to the contract.



FINANCIAL IMPACT:
None.




BUDGET ACTION REQUIRED:
None.




STAFF RECOMMENDATION:
To affirm the termination of the operations management contract with AMG.




COMMITTEE RECOMMENDATION:
None.




pb\AGENDA\TERMINATE ARENA MGMT CNTRCT 012109
                            AGENDA ITEM NO. ______________

                  CITY COMMISSION MEETING ____________________



TO:         Honorable Mayor and City Commissioners

FROM:       Bryon L. Mazade, City Manager

DATE:       January 21, 2009

RE:         Arena & Concession Management Agreements



SUMMARY OF REQUEST:
To enter into agreements with J.S. Hockey Enterprises, Inc. to manage the L.C. Walker Arena
and to manage concessions within the facility.



FINANCIAL IMPACT:
The agreements will operate under the same terms and conditions of the previous agreements.




BUDGET ACTION REQUIRED:
None.




STAFF RECOMMENDATION:
To approve the agreements and authorize the Mayor and Clerk to sign them.




COMMITTEE RECOMMENDATION:
None.




pb\AGENDA\ARENA & CONCESSION MGMT AGRMNTS 012109
                                                                                DRAFT 1/22/09

                              CITY OF MUSKEGON
                      OPERATIONS MANAGEMENT CONTRACT
                 L.C. WALKER ARENA AND CONFERENCE CENTER


        This is a Contract, effective                    , 2009, for the management of the
entire operations, management and promotion of the L.C. Walker Arena and Conference Center
(“Arena”), made between the City of Muskegon, 933 Terrace Street, Muskegon, Michigan
49440 (“City”) and JS Hockey Enterprises, Inc., 15926 152nd Avenue, Spring Lake, Michigan
49456 (“Manager”).

PURPOSE

        This Contract is drawn to afford the complete management, promotion and maintenance
of the Arena by Manager, in accordance and compliance with the requirements of the City, as
well as the Muskegon County Building Authority and the County of Muskegon, who are the
owner and primary lessee, respectively, of the Arena.

BACKGROUND

        The Muskegon County Building Authority (“CBA”) is the owner of the Arena, and leases
the premises to the County of Muskegon (“County”). The County subleases the Arena to the
City, by which the City is responsible for the operation, maintenance, and improvements for the
Arena.

       Therefore, the parties agree as follows:

       1.      Facilities Covered. City and Manager agree that the “Facilities” covered by this
Contract are as follows:

              1.1.    The L.C. Walker Arena and Conference Center;

              1.2.    The Annex Conference Center;

              1.3.    The “Club Room”, which is a restaurant/bar overlooking the ice on the
                      Western Avenue end of the Arena, if it is constructed. City reserves the
                      sole right to decide whether a “Club Room” is to be constructed;

              1.4.    Manager agrees that City has no obligations to provide additional parking
                      facilities for the Arena. Manager is solely responsible for leasing, if
                      Manager desires to use, parking facilities owned by Mart Dock, or any
                      related entity. City agrees to allow Manager to an exclusive use of the
                      City owned parking facilities adjacent to Shoreline Drive. City agrees to
                      allow Manager to use the City owned parking facility adjacent to Western



                                                                                    Page 1 of 13
                       Avenue for arena events, subject to the rights of any other parties to use
                       the same parking area. The City reserves, at its sole discretion, the right to
                       trade parking spaces for another location. In addition, if the City is going
                       to use either the existing parking facilities adjacent to Shoreline Drive or
                       adjacent to Western Avenue for a purpose other than parking, the City
                       shall give 30 days’ notice and Manager’s rights to use that parking lot
                       shall terminate. In the event existing parking facilities are to be used for a
                       purpose other than parking, the City agrees to use its best efforts to
                       provide replacement parking for arena events.

         2.     Management; Operation; Maintenance; Improvements. The Manager agrees
to perform all acts and assume all responsibilities for the management, operation, maintenance
and improvements of the Arena. The Manager’s responsibilities include but are not limited to all
operation of the building and its systems, complete maintenance thereof, repairs, cleaning and
improvements to the building and the premises necessary for the efficient, timely and full
operation thereof (notwithstanding the existence of the L.C. Walker Arena Repair and
Replacement Fund, which shall only by used in the City’s sole discretion and not as a substitute
for Manager’s responsibilities); further, all provisions for the use of the facilities for all events
and functions, including but not limited to, professional hockey, amateur hockey, public skating,
professional basketball, amateur basketball, shows, trade shows, exhibitions, conventions,
athletic events, public performances for which the Arena is reasonably suited, banquets, food
service, meetings and public gatherings. The Manager’s responsibility shall further include the
retaining and hiring of all personnel and independent contractors for the purpose of carrying out
all the responsibilities and functions of the Manager.

        3.      Annex Conference Center. The Annex Conference Center, which is part of the
Arena, shall be included in the above management, operation, maintenance, and improvement
responsibilities of the Manager. However, at any time and in the City’s sole discretion, the
Annex may be separated from this Contract and its management, operation, maintenance and
improvements contracted to another company or individual. During the term of contract, City
shall retain the right to sell or demolish the Annex. Such separation of the Annex from the
Manager’s responsibilities shall not affect the Manager’s responsibilities for the rest of the
property and facilities.

        4.     Expenses. The Manager shall pay on a timely basis, without incurring any cost of
default or penalties all expenses, payroll, payroll taxes, benefits, taxes, if any, and costs of any
kind necessary or related to the complete performance of its responsibilities as Manager.

       5.      Manager’s Level of Performance.

               5.1     The Manager’s performance and assumption of the responsibilities
                       undertaken by this Contract shall be carried out and performed to the
                       satisfaction of the City, in the City’s sole judgment and discretion. The
                       Manager shall charge reasonable prices and fees for all paid events and
                       from all paid users, concessionaries and others, which shall be reviewed
                       and adjusted by the City at its option. In addition, Manager shall include a



                                                                                        Page 2 of 13
            surcharge per ticket to all ticketed events in amounts to be determined
            from time to time by the City and communicated in writing. The Manager
            shall not perform or omit any act so as to jeopardize the Federal or State
            tax-exempt status of the County Building Authority Bonds.

     5.2 Manager commits to maintain a UHL franchise, or equivalent or better
         professional hockey team at the Arena.


6.   Management Fee.

     6.1    For its services, the Manager shall be paid a management fee by the City.
            The said management fee shall be the sole compensation to the Manager
            by the City. Manager shall pay all the expenses contemplated by this
            Contract without further payments from the City. The Manager shall be
            paid an annual fixed fee of Two Hundred Ten Thousand ($210,000)
            dollars for the term of this contract. If the “Club Room”, which is
            anticipated to be constructed during 2006, is not constructed, the annual
            fixed fee shall be $235,000. The annual fee shall be paid by the City in
            twelve (12) equal installments on the first of each month or a mutually
            agreeable schedule. As described in Section 8 and Section 10.2, it is
            anticipated that Naming Rights to the Arena will be marketed and sold on
            or before September 1, 2006 and that City will annually receive funds
            from this sale to help offset the cost of the management fee. If a Naming
            Rights deal is not approved by the City on or before September 1, 2006,
            the City, in its sole discretion, may choose to reopen this contract with
            regards to the amount of the management fee.

     6.2    If at any time JS Hockey Enterprises, Inc., owes the City of Muskegon
            funds which are deemed by the City to be thirty (30) days or more in
            arrears, City shall have the right to offset the monthly Management Fee
            owed by the City until such time as the amount owed to the City is
            eliminated.

     6.3    Manager shall prepare and keep full, complete and proper books, records
            and accounts of all revenues and expenses by JS Hockey Enterprises,
            Inc., for operations in the Arena, Annex or Club Room. Manager shall
            provide to the city (at least annually) access to the complete financial
            reports and income tax returns of these entities. If, in the City’s sole
            judgment, the fixed fee is excessive when reviewing Manager’s financial
            performance, the City may determine to change the fixed fee for the
            remaining contract years. If the Manager does not agree in writing with
            the City’s determination, the Contract may be terminated after six (6)
            months notice or continued at the fixed fees above stated, at the City’s sole
            option.




                                                                            Page 3 of 13
        7.      Sources of Funds; Gross Revenues. All funds collected by the Manager from
every source, including but not limited to, ticket sales (after box office account settlement with
unrelated third parties), concession or event rentals or fees, parking fees, refunds, the current
ticket surcharge, and any other kind of receipt or revenue of any type, but excluding any fee for
naming rights, user fees assessed by the City or other governmental entity or the maintenance fee
surcharge, shall be retained by Manager.

        8.     Naming Rights. The City reserves the right to sell the naming rights to the
Arena, including the Annex and the Club Room, if constructed. Any revenues generated by a
contract to name the Arena, including the Annex and Club Room, shall be solely the revenues of
the City. City agrees to pay Manager a one time fee of ten percent (10%) of the average annual
amount paid for the naming rights to the Arena if Manager brings the Buyer to the City and a
deal is consummated. The fee shall be paid by City to Manager contemporaneous with the first
payment from the Buyer to the City, but such obligation shall expire upon the termination of this
Contract.

       9.      Repair, Maintenance and Improvement Fund and User’s Fee.

               9.1.   The City and Manager hereby establish the L.C. Walker Arena Repair,
                      Maintenance and Improvement Fund (hereafter, the “Fund”) which shall
                      be financed by a user’s fee as hereafter set forth and a one-time payment
                      into said Fund by the City in the sum of Sixty Thousand Dollars ($60,000)
                      which payment shall be made upon demand of Manager after July 1, 2006
                      to be used solely and exclusively for the repairs and/or improvements (as
                      hereafter defined) to the L.C. Walker Arena. Withdrawals from said Fund
                      for the aforesaid purposes may be made by Manager only after first having
                      obtained the prior written consent of the City Manager of the City of
                      Muskegon, which consent shall not be unreasonably withheld. Any single
                      repair costing Five Thousand Dollars ($5,000) or less, shall, at all times,
                      and in all events, be performed, assumed and paid for by Manager.
                      Manager, not less often than annually, shall furnish the City with an
                      accounting of all repairs and improvements to the L.C. Walker Arena
                      within thirty (30) days following the completion of each contract year
                      during the term of this Contract or any extension thereof. Earnings on said
                      Fund shall be retained in the Fund and used solely for the Fund purposes.

                      In addition to the one-time initial funding by the City, Manager agrees to
                      assess a Twenty-Five Cent ($0.25) user’s fee on all admissions (by ticket)
                      to the Arena and/or Annex where such tickets are sold through the box
                      office and/or its outlets and including all “complimentary ticket” issued by
                      the Arena Manager or event promoter. The user’s fee may be adjusted
                      from time to time by mutual consent of the City and Manager. All user
                      fees collected shall, within seventy-two (72) hours, be deposited by
                      Manager in the Fund.




                                                                                      Page 4 of 13
       It is agreed by both Manager and City that the following events shall be
       exempt from the user’s fee:

                      (a)     Public Skating Tickets; and

                      (b)     Graduations, weddings, and other events where a
                              fixed rental rate is charged with no arena box office
                              ticket sales.

       Within five (5) business days of the first of each month following the
       completion of each event requiring the assessment of a user’s fee,
       Manager shall provide City with a written tabulation of the number of
       tickets sold at such event and shall furnish the City evidence of the deposit
       in the Fund of the user’s fee collected. City may, during normal business
       hours, audit Manager’s record of any such event to verify the number of
       tickets sold and the correctness of the deposit in the Fund.

9.2.   “Repair” implies an existing structure or thing which has become
       imperfect and means to supply in the original existing structure or thing
       that which is lost or destroyed, and thereby restore it to the condition in
       which it originally existed as near as may be. Manager shall be liable to
       assume and pay for all needed repairs to the premises and all City-owned
       equipment therein. The Fund may be used by Manager to make such
       repairs in the manner set forth in this Contract and the City Manager shall
       not withhold his consent to any such repair; provided, however, that at all
       times and in all events any single repair costing Five Thousand Dollars
       ($5,000), or less, shall be performed, assumed and paid for by Manager;
       and, provided further, the following itemized items of work are not
       deemed “repairs” but are rather deemed ordinary maintenance, materials
       and labor for which shall be provided by Manager at its sole cost and
       expense:

              (a)     Incidental repainting of surfaces;

              (b)     Washing and waxing of floors;

              (c)     Resealing of floors when and where needed;

              (d)     Bathroom supplies and plumbing repairs caused by
                      plugging of lines, leaking faucets and toilets;

              (e)     All cleaning supplies and equipment;

              (f)     Lime/Paint for ice;

              (g)     Painting ice surfaces when and where needed;



                                                                       Page 5 of 13
                     (h)     Light bulbs for all lighting fixtures;

                     (i)     Cleaning of walls within the Arena and cleaning and
                             ordinary maintenance of sidewalks and other cement
                             surfaces surrounding the Arena and surface of the parking
                             lots;

                     (j)     Snowplowing and snow removal of walks and entrances as
                             needed and the Shoreline Drive and Western Avenue lots
                             for arena events;

                     (k)     Cleaning of curtains, drapes and other cloth items on the
                             premises;

                     (l)     Grass cutting and lawn maintenance;

                     (m)     Emptying of trash containers and supply of trash
                             containers;

                     (n)     Such other and similar items of work ordinarily related to
                             the day-to-day operation of the Arena.

      9.3.    Improvements are defined as a valuable addition to the Arena or
              amelioration in its condition, amounting to more than repairs, costing
              labor and capital, and intending to enhance its value, beauty or utility, or
              to adapt it for new or further purposes, of the kind that are normally in
              good business practice capitalized rather than expensed. Manager shall
              first obtain the prior written consent of the City before any improvement is
              made to the Arena. The City may, at its sole and exclusive option, agree
              to pay for all or any part of the cost of an improvement. If, at the time the
              City consents to make any requested improvement, there exists a balance
              in the Fund, such Fund balance may be applied to defray the cost of
              making such improvement.

10.   Uses of Funds. The gross revenues shall be used for the following purposes:

      10.1.   Monies deposited into the Maintenance Fund shall be used only for the
              repair, maintenance, and improvement of the Arena. Any funds existing at
              the termination of this Contract shall revert to the City and become the
              unrestricted property of the City, with no claim to such by Manager.

      10.2.   All monies earned by the sale of the naming rights to the Arena, Annex or
              Club Room shall be the sole property of the City, subject to a possible
              obligation to pay a fee to Manager. The monies from such, however, shall
              be used by the City, in the following order, to pay the Management Fee



                                                                              Page 6 of 13
                       owed pursuant to paragraph 6, then to pay any debt service related to the
                       Arena, Annex, or Club Room and the balance, if any, to be deposited into
                       the Maintenance Fund.

               10.3.   All monies generated from all other sources at the Arena, including the
                       Annex, Club Room, parking lots, and the Management Fee shall be the
                       sole property of the Manager. Manager shall be responsible for all
                       expenses, including any payments to Mart Dock, or related entity, for use
                       of any Mart Dock, or related entity, property, except:

                       10.3.1.   Expenses to be reimbursed from the Maintenance Fund; and

                       10.3.2.   Debt service attributed to the Energy Improvements made in
                                 2004 and any future debt service related to the Arena, including
                                 for the Club Room, which shall be paid by City.

       11.   Conformity with Lease and Sublease. Exhibits A and B are the lease between
the CBA and the County and the sublease between the County and the City respectively.
Manager agrees that it is subject to and will comply with and enforce the provisions of both
Contracts.

        12.     Possession; Termination. The parties agree that possession during the term of
this management Contract remains with the City. The Manager shall act as an agent of the City,
and its presence and possession in the Arena is carried entirely on behalf of the City. This
Contract shall not be construed as a lease or to give Manager any property right whatsoever in
the Arena for any purpose. In the event of lawful termination either before the term of this
Contract or at the end thereof, Manager shall vacate the premises without any notice or necessity
of judicial proceedings.

       13.     Property; Termination.

               13.1    All property purchased by the Manager or in the possession of the
                       Manager at any time during this Contract shall be the property of the City.
                       At termination, only the Manager’s stationery and the personal effects of
                       personnel shall be removed from the building. All other property
                       including office equipment and supplies, all computers and computer
                       related programs, data, systems of personal property, all furniture,
                       furnishings, decorations, signs, fixtures, movable fixtures, personal
                       property of any kind, and all other property whether or not having value,
                       shall be the property of the City. The said property of the City shall
                       include all things tangible or intangible paid for by the Manager during the
                       term of this Contract.

               13.2    Notwithstanding anything in this Agreement to the contrary, in order to
                       maintain the tax-exempt status of the $16,000,000 County of Muskegon
                       Building Authority 1996 Building Authority Bonds (General Obligation



                                                                                      Page 7 of 13
                      Unlimited Tax) issued June 19, 1996 (the “Bonds”), this Agreement shall
                      terminate immediately in any of the following circumstances:

                              (a)     the L.C. Walker Arena (including for this purpose
                              appurtenant lands and all improvements thereto, referred to
                              collectively herein as the “Arena”) is transferred to the County
                              pursuant to Sections 3(f) or 17 of the Sublease dated April 23,
                              1996 (the “Sublease”) between the County of Muskegon (the
                              “County”) and the City of Muskegon (the “City”), or is otherwise
                              transferred to the County for any other reason (including, but not
                              limited to, the transfer to the County at the termination of the
                              Sublease under Section 3 of the Sublease), or

                              (b)     any consideration is paid or value rendered to the County
                              by any party (including the City) with respect to the Arena for any
                              reason, such as for the use of or purchase of all or any portion of
                              the Arena, management services rendered with respect to any
                              portion of or all of the Arena, naming rights procured with respect
                              to any portion of or all of the Arena, or any other right with respect
                              to any portion of the Arena for which consideration is paid or
                              valued rendered to the County, except for payments made to the
                              County for property taxes or any other taxes of general application,
                              unless a written opinion of nationally recognized bond counsel is
                              delivered to the County to the effect that notwithstanding the
                              occurrence of any of the circumstances described in (a) or (b)
                              above, failure to terminate this Agreement will not adversely
                              impact the exclusion from federal income taxation of the interest
                              on the Bonds to the holders thereof. Such opinion shall be in form
                              and substance reasonably satisfactory to the County, and may (i)
                              permit a limitation (rather than termination) of the original term of
                              this Agreement, or (ii) mandate other conditions as required by
                              nationally recognized bond counsel to render such opinion. The
                              City agrees to notify the manager within thirty days of the date any
                              of the circumstances in (a) or (b) arise; failure to provide such
                              notice does not constitute a waiver of section 13.2; however, the
                              Manager shall not be responsible for any damages or consequences
                              arising from the City’s failure to provide such notification.

        14.     Condition of the Premises and Property. On termination the Manager shall
deliver all the property and the premises to the City in good and useable condition, except for the
effects of ordinary wear and tear. Manager shall be immediately responsible for any repairs
necessary to restore any property, whether real or personal, fixtures or otherwise, to the said
condition.

       15.     Term. The term of this Contract shall be five (5) years from the effective date,
provided that either party may terminate this Contract without cause, effective at the end of two



                                                                                       Page 8 of 13
(2) years, upon written notice or annually thereafter, given anytime before the end of the last
January first. If not terminated, this Contract shall automatically renew for an additional five
years not to exceed a total of ten (10) years including the original term, or sooner in case a
similar timely termination notice is given before the last January first on any one-year term.
Notwithstanding the foregoing, this Contract shall be terminated, at the City’s option, if a UHL
franchise, or equivalent or better professional hockey team is moved from the Arena.

        16.    Liquor License. The City and the Manager shall be co-licensee on the City’s
municipal license, and any renewals thereof. The Manager agrees that the license is to remain in
the City of Muskegon as primary licensee and that no interest in the license shall accrue to the
Manager except the right under Michigan Liquor Control Laws and Regulations to operate as a
co-licensee.

         The parties shall cooperate and take such further action as is necessary and desirable to
comply with any requirements of the Liquor Control Commission. Manager shall be responsible
for all actions and responsibilities under the liquor license and shall indemnify City for all
expenses, fees, fines, or costs incurred by the City related to the liquor license.

        17.    Concessionaires and Independent Contractors; Professional Hockey Team.
The Manager shall have the right to enter into contracts with concessionaires and independent
contractors providing subsidiary services to the Arena. The gross proceeds of all such contracts
shall be the Manager’s.

        18.    Insurance. The Manager shall obtain insurances required by the City in at least
the coverage amounts set forth below. In all the following coverages except workers
compensation insurance, the City, the Muskegon County Building Authority and the County of
Muskegon shall all be named as additional insureds or loss payees, and each policy shall carry
the commitment by the company that no cancellation shall be effective against the City, the CBA
or the County, without thirty (30) days written notice to the City:

               18.1.   Comprehensive general liability insurance. The Manager shall obtain a
                       comprehensive liability insurance policy through a company licensed to
                       do business in Michigan and acceptable to the City, carrying limits of at
                       least $3,000,000, single limit.

               18.2.   Vehicle liability insurance. The Manager shall carry vehicle liability
                       insurance for each vehicle owned or leased by it, having liability limits of
                       at least $1,000,000.

               18.3.   Workers compensation insurance. The Manager shall carry workers
                       compensation insurance in the amounts required by state law.

               18.4.   Liquor liability. Manager shall carry, either by itself or through the use of
                       concessionaire policies, adding additional insureds, a comprehensive
                       liquor liability policy or policies.




                                                                                        Page 9 of 13
               18.5.   Other insurance. Any insurances which are available and which are
                       especially appropriate for the operation of the Arena, such as coverages
                       involving professional or amateur hockey games, trade shows and the like,
                       covering liability and the cost of injuries to persons and property shall be
                       obtained by the Manager, with liability coverage carrying at least a single
                       limit of $1,000,000.

        19.      Insurance Notices. Cancellation Notice: Workers Compensation Insurance,
Commercial General Liability Insurance and Motor Vehicle Insurance, as described above, shall
include an endorsement stating the following: “It is understood and agreed that, in order to be
effective, thirty (30) days’ Advance Written Notice of Cancellation, Non-Renewal, Reduction
and/or Material Change shall be sent to:

                                      City of Muskegon
                                     Attn: City Manager
                                      933 Terrace Street
                                        P.O. Box 536
                                   Muskegon, MI 49443-0536

       20.     Assignment. The Manager may not assign this Contract. Any attempted
assignment or change in entity of the Manager, change in the stockholders by more than the
holders of one-third of the interest in the outstanding equity of the company, or any material
change in the majority equity or management of the Manager, shall constitute a violation of this
Contract and cause immediate termination in the City’s discretion.

        21.    Hold Harmless and Indemnity. To the fullest extent permitted by law, Manager
agrees to defend, pay in behalf of, indemnify, and hold harmless the City, County and CBA, their
elected and appointed officials, employees and volunteers and others working in behalf of them
against any and all claims, demands, suits, or loss, including all costs connected herewith, and
for any damages which may be asserted, claimed or recovered against or from them, their elected
and appointed officials, employees, volunteers or others working in behalf of them, by reason of
personal injury, including bodily injury and death and/or property damage, including loss of use
thereof, which arises out of or is in any way connected or associated with this Contract.

       22.     General Provisions.

               22.1.   Independent Contractor. The Manager is an independent contractor and
                       not an employee of the City. Manager is responsible for all its own
                       personnel and all other expenses and costs as set forth in this Contract and
                       shall not have recourse to the City for any claims involving the said
                       expenses or costs.

               22.2.   Corporate Status. Manager warrants that it is a Michigan corporation in
                       good standing and is authorized to perform this Contract.




                                                                                      Page 10 of 13
              22.3.   Equal Employment Opportunity; Discrimination. The Manager shall not
                      discriminate unlawfully against any person in violation of any law or rule
                      of the City, the County, the State of Michigan or the federal government,
                      in employment, services or any other respect. The Manager shall comply,
                      including reporting requirements, in each and every way with the City and
                      County of Muskegon’s affirmative action plans or policies, and shall never
                      discriminate against any person based on race or any other protected status
                      under the laws of the State or the United States.

              22.4    Tickets. During the term of this contract City shall be provided four (4)
                      free tickets to all resident pro hockey games at the Arena. The City shall
                      have reasonable access to the facility at all times to monitor compliance
                      with this agreement.

        23.    Defaults. The following events shall constitute defaults by the Manager and
constitute cause for immediate termination of this Contract:

              23.1.   Violation of any of the provisions of this Contract by the Manager and
                      failure to remedy or cure such within thirty (30) days after written notice
                      of such violation from the City;

              23.2.   The commission of any act or omission that endangers the Federal or State
                      tax-exempt status of the County of Muskegon Building Authority Bonds;

              23.3.   The making of an assignment for the benefit of creditors or the filing of a
                      petition under any section or chapter of the Federal Bankruptcy Code or
                      under any similar law or statute of the United States or any state thereof;

              23.4.   Adjudication of the Manager as a bankrupt or insolvent in proceedings
                      filed against the Manager under any section or chapter of the Federal
                      Bankruptcy Code or under any similar law or statute of the United States
                      or any state thereof without further possibility of appeal or review;

              23.5.   The appointment of a receiver for all or substantially all of the assets of
                      Manager and the failure to have such receiver discharged within thirty
                      (30) days after appointment; and

              23.6.   The bringing of any legal action against Manager by any creditor resulting
                      in litigation which, in the opinion of the City, creates a real and substantial
                      risk of involvement of the Arena that will probably: (1) act to their
                      financial detriment; or, (2) result in such creditor, or his assigns,
                      succeeding in or to all or part of the interest of the City.

       24.     Non-Waiver. Failure to enforce any remedy for a breach or a violation of this
Contract shall not constitute waiver of subsequent breaches or violations.




                                                                                       Page 11 of 13
        25.    Remedies of the Manager. In the event the City breaches this Contract in any
way, or the Manager determines that a breach or failure to observe any covenant or condition by
the City has occurred, the Manager’s sole remedy shall be termination of this Contract. The
Manager shall not be entitled to any damages for breach of contract, or to any injunctive relief to
enforce this Contract. In the event there are sums legally due to the Manager at the time of such
termination they shall be paid forthwith, but no consequential damage or damages for breach
shall be awarded or available to the Manager.

         26.    Liens. The Manager shall be responsible for protecting the Arena from any and
all liens, mortgages, security interests or claims for any interest in any property.

        27.    Counterparts. This Contract may be executed in counterparts, and each set of
duly delivered identical counterparts that includes all signatories shall be deemed to be one
original document.

        28.    Governing Law. This Contract shall be construed and enforced in accordance
with the laws of the State of Michigan applicable to contracts made and to be performed within
the State of Michigan.

       29.     No Third Party Beneficiary. This Contract shall benefit only the parties to this
Contract, and not any third party.

         30.     Notices. All notices, approvals, consents and other communications required
under this Contract shall be in writing and, except when receipt is required to start the running of
a period of time, shall be deemed given: (i) when delivered in person; (ii) when sent by telephone
facsimile or e-mail, (the sender shall also mail or send a “hard copy” following the facsimile or
e-mail, however the notice shall be effective upon the transmission of the facsimile or e-mail);
(iii) one (1) day after depositing in the custody of a nationally-recognized receipted overnight
delivery service with delivery fees prepaid; or, (iv) two (2) days after posting in the United States
Mail, first class. Notices shall be sent to the parties as follows:

                              JS HOCKEY ENTERPRISES, INC.
                                   Attn: Stacey M. Patulski
                                     15926 152nd Avenue
                                   Spring Lake, MI 49456


                                    CITY OF MUSKEGON
                                      Attn: City Manager
                                       933 Terrace Street
                                         P.O. Box 536
                                    Muskegon, MI 49443-0536

        31.     Binding and Benefit. Although this Operations Management Contract is not
assignable, in the event assignment occurs, and at the option of the City, it shall be binding upon
the parties, their successors, and assigns.



                                                                                       Page 12 of 13
WITNESSES:
                                                        ARENA –
                                        JS Hockey Enterprises, Inc.


________________________   By:
                           Name: Stacey M. Patulski
                           Title:
                           Dated:                     , 2009
________________________



                                                           CITY –
                                                  City of Muskegon


________________________   By:
                           Name: Stephen J. Warmington
                           Title: Mayor
                           Dated:                    , 2009

________________________   And

                           By:
                           Name: Ann Marie Becker
                           Title: Clerk
                           Dated:                     , 2009




                                                       Page 13 of 13
                             AGENDA ITEM NO. ______________

                   CITY COMMISSION MEETING ____________________



TO:         Honorable Mayor and City Commissioners

FROM:       Bryon L. Mazade, City Manager

DATE:       January 21, 2009

RE:         Assignment of Ground Lease – 1601 Beach Street



SUMMARY OF REQUEST:
To approve the assignment and assumption of the ground lease at 1601 Beach Street from
J.P. Lawrence, LLC to CJ’s on the Beach, LLC.



FINANCIAL IMPACT:
None. Terms of the lease remain the same.




BUDGET ACTION REQUIRED:
None.




STAFF RECOMMENDATION:
To approve the request and authorize the Mayor and Clerk to sign the appropriate documents.




COMMITTEE RECOMMENDATION:
None.




pb\AGENDA\ASSIGNMENT OF GRD LEASE 1601 BEACH 012109
DATE:         01/16/2009

TO:           Honorable Mayor and Commissioners

FROM:         Anthony Kleibecker, Director of Public Safety

RE:           Concurrence with the Housing Board of Appeals Notice and Order
              to Demolish. Dangerous Building Case #: EN080195


SUMMARY OF REQUEST: This is to request that the City Commission Concur
with the findings of the Housing Board of Appeals that the structure located at
1305 JEFFERSON ST (Garage) Area 10 is unsafe, substandard, a public
nuisance and that it be demolished within thirty (30) days. It is further requested
that administration be directed to obtain bids for the demolition of the structure
and that the Mayor and City Clerk be authorized and directed to execute a
contract for demolition with the lowest responsible bidder.

Case# & Project Address: # EN080195 – 1305 Jefferson (Garage)

Location and ownership: This structure is located on Jefferson between Fifth and
Sixth Streets and is owned by Marie P. Anderson.

Staff Correspondence: A dangerous building inspection was conducted on
07/25/08. The Notice and Order to Repair was issued on 08/04/08. On 10/02/08
the HBA declared the structure substandard and dangerous.

Owner Contact: No one was present for the HBA meeting dated 10/02/08. No
permits have been issued, no inspections scheduled and no owner contact.

Financial Impact: CDBG Funds

Budget action required: None

State Equalized value:      $30,000 (Entire property)

Estimated cost to repair: $4,000 (Garage)

Staff Recommendation: To concur with the Housing Board of Appeals decision
to demolish.
SUMMARY FOR: 1305 JEFFERSON ST

This is a two story residential structure with an attached garage. The only portion
of this structure being evaluated at this time is the garage. This is a single stall
garage with a flat roof that was structurally failed. The roof and this building has
collapsed and the exterior walls appear to be unsound.
                                    CITY OF MUSKEGON
     933 Terrace St., P.O. Box 537, Muskegon, MI 49443 (231) 724-6715
                       DANGEROUS BUILDING INSPECTION
                                 REPORT
                                        Friday, July 25, 2008

Enforcement # EN080195          Property Address 1305 JEFFERSON ST
Parcel #24-205-396-0001-10      Owner ANDERSON MARIE P

Inspector: Henry Faltinowski

Date completed: 07/25/2008

DEFICENCIES: (Garage Only)

 Uncorrected
1. Roof has collapsed. Replace all damaged walls, plates, header, ceiling
joists and roof system.



Request interior inspection by all trades, electrical, mechanical and
plumbing. Please contact Inspection Services with any questions or to
schedule an inspection at 933 Terrace St., Muskegon, MI 49440 (231) 724
6758.

Based upon my recent inspection of the above property I determined that the
structure meets the definition of a Dangerous Building and/or Substandard
Building as set forth in Section 10-61 of the Muskegon City Code.

_____________________________                         _______________
Henry Faltinowski, Building Inspector                      Date
DATE:        01/06/09

TO:          Honorable Mayor and Commissioners

FROM:        Anthony Kleibecker, Director of Public Safety

RE:          Concurrence with the Housing Board of Appeals Notice and Order
             to Demolish. Dangerous Building Case #: EN080015


SUMMARY OF REQUEST: This is to request that the City Commission Concur
with the findings of the Housing Board of Appeals that the structure located at
922 S GETTY ST is unsafe, substandard, a public nuisance and that it be
demolished within thirty (30) days. It is further requested that administration be
directed to obtain bids for the demolition of the structure and that the Mayor and
City Clerk be authorized and directed to execute a contract for demolition with
the lowest responsible bidder.

Case# & Project Address: # EN080015 – 922 S. Getty

Location and ownership: This structure is located on Getty, between Amity and
Allen Streets and is owned by Darryl Lane, 1067 Frances, Muskegon, MI 49442.

Staff Correspondence: A dangerous building inspection was conducted on
01/16/08. The Notice and Order to Repair was issued on 01/17/08. On 03/06/08
the HBA declared the structure substandard and dangerous.

Owner Contact: No one was present for the HBA meeting dated 03/06/08. The
owner who is in the military called and sent a email stating the home was rented
with option to buy and was abandoned and trashed he planned to be home on
leave in May 2008 to address issues. Owner contacted Inspection thru email
stating he would be in Michigan in August 2008 and would address issues. The
brother of the owner was present at Commission meeting dated 06/24/08. The
City Commission sent case back to staff. There has been no owner contact
since June 2008, no permits issued and no interior inspections scheduled.

Financial Impact: CDBG Funds

Budget action required: None

State Equalized value:     $24,300

Estimated cost to repair: $5,000(Exterior Only)

Staff Recommendation: To concur with the Housing Board of Appeals decision
to demolish.
SUMMARY FOR: 922 S GETTY ST

This building is a two story wood frame single family dwelling. This building has
numerous violations including the foundation; it appears that this home has been
abandoned. This building, if left in it’s current condition, will continue to deteriorate and
remain an “attractive nuisance” to the neighborhood children.
                                    CITY OF MUSKEGON
     933 Terrace St., P.O. Box 537, Muskegon, MI 49443 (231) 724-6715
                       DANGEROUS BUILDING INSPECTION
                                 REPORT
                                   Wednesday, January 16, 2008

Enforcement # EN080015          Property Address 922 S GETTY ST
Parcel #24-121-300-0109-00               Owner LANE DARRYL

Inspector: Henry Faltinowski

Date completed: 01/16/2008

DEFICENCIES:

 Uncorrected
1. Replace all damaged siding on home.
2. Scrape and paint siding on home.
3. Replace - repair damaged windows, window screens, glass and exterior
doors.
4. Foundation repair needed per MRC 2003 code. Provide interior
inspection to evaluate scope of foundation damage.
5. Remove debris out of yard.
6. Provide interior inspection by trade inspectors.
7. All stairs, landings, guardrails and handrails must meet MRC 2003 code.



Request interior inspection by all trades, electrical, mechanical and
plumbing. Please contact Inspection Services with any questions or to
schedule an inspection at 933 Terrace St., Muskegon, MI 49440 (231) 724
6758.

Based upon my recent inspection of the above property I determined that the
structure meets the definition of a Dangerous Building and/or Substandard
Building as set forth in Section 10-61 of the Muskegon City Code.

_____________________________                        _______________
Henry Faltinowski, Building Inspector                     Date
DATE:        01/16/2009

TO:          Honorable Mayor and Commissioners

FROM:        Anthony Kleibecker, Director of Public Safety

RE:          Concurrence with the Housing Board of Appeals Notice and Order
             to Demolish. Dangerous Building Case #: EN080216


SUMMARY OF REQUEST: This is to request that the City Commission Concur
with the findings of the Housing Board of Appeals that the structure located at
616 CATHERINE AVE Area 11 is unsafe, substandard, a public nuisance and
that it be demolished within thirty (30) days. It is further requested that
administration be directed to obtain bids for the demolition of the structure and
that the Mayor and City Clerk be authorized and directed to execute a contract
for demolition with the lowest responsible bidder.

Case# & Project Address: # EN080216 – 616 Catherine

Location and ownership: This structure is located on Catherine St. between
Maple and Kenneth Streets and is owned by Wes Ashton, 13 Greendale,
Toronto Ontario, Canada M6N4P4.

Staff Correspondence: A dangerous building inspection was conducted on
08/21/08. The Notice and Order to Repair was issued on 08/27/08. On 11/06/08
the HBA declared the structure substandard and dangerous.

Owner Contact: No one was present for the HBA meeting dated 11/06/08.
Property was sold at County Auction 10/03/08. A letter was sent to new owner
11/20/08 enclosing copies of all inspection reports and notices. No permits
issued and no interior inspections scheduled.

Financial Impact: CDBG Funds

Budget action required: None

State Equalized value:     $20,600 (Entire property)

Estimated cost to repair: $5,000 (Exterior Only)

Staff Recommendation: To concur with the Housing Board of Appeals decision
to demolish.
SUMMARY FOR: 616 CATHERINE AVE

This is a wood frame two story single family dwelling. This building is currently
vacant. The structure has deteriorated to the point that the side porch is collapsing
and is in need of a new roof. If left in unrepaired this building will continue to
deteriorate and become an “attractive nuisance in the neighborhood”.
                                    CITY OF MUSKEGON
     933 Terrace St., P.O. Box 537, Muskegon, MI 49443 (231) 724-6715
                       DANGEROUS BUILDING INSPECTION
                                 REPORT
                                        Friday, August 22, 2008

Enforcement # EN080216          Property Address 616 CATHERINE AVE
Parcel #24-205-075-0008-00      Owner KITCHENS LISA

Inspector: Henry Faltinowski

Date completed: 08/21/2008

DEFICENCIES:

 Uncorrected
1. Replace roof covering damaged.
2. Side porch roof collapsing replace to MRC 2006 code.
3. Scrape and paint home exterior -siding, windows door and window trim
4. Replace all damaged exterior wood.
5. Tuck point chimney
6. Interior requested by trade inspectors



Request interior inspection by all trades, electrical, mechanical and
plumbing. Please contact Inspection Services with any questions or to
schedule an inspection at 933 Terrace St., Muskegon, MI 49440 (231) 724
6758.

Based upon my recent inspection of the above property I determined that the
structure meets the definition of a Dangerous Building and/or Substandard
Building as set forth in Section 10-61 of the Muskegon City Code.

_____________________________                          _______________
Henry Faltinowski, Building Inspector                       Date
DATE:        01/16/2009

TO:          Honorable Mayor and Commissioners

FROM:        Anthony Kleibecker, Director of Public Safety

RE:          Concurrence with the Housing Board of Appeals Notice and Order
             to Demolish. Dangerous Building Case #: EN080234


SUMMARY OF REQUEST: This is to request that the City Commission Concur
with the findings of the Housing Board of Appeals that the structure located at
355 W GRAND AVE Area 11 is unsafe, substandard, a public nuisance and
that it be demolished within thirty (30) days. It is further requested that
administration be directed to obtain bids for the demolition of the structure and
that the Mayor and City Clerk be authorized and directed to execute a contract
for demolition with the lowest responsible bidder.

Case# & Project Address: # EN080234 – 355 W. Grand, Muskegon, MI

Location and ownership: This structure is located on Grand Ave. between 7th
Street and 6th Streets and is owned by Federal National Mortgage Assoc.

Staff Correspondence: A dangerous building inspection was conducted on
09/22/08. The Notice and Order to Repair was issued on 09/23/08. On 11/06/08
the HBA declared the structure substandard and dangerous.

Owner Contact: No one was present for the HBA meeting dated 11/06/08. No
permits have been issued and no inspections scheduled. There has been a lot of
interest from local real estate companies but no interior inspections scheduled.

Financial Impact: CDBG Funds

Budget action required: None

State Equalized value:     $26,500 (Entire property)

Estimated cost to repair: $8,000 (Exterior only)

Staff Recommendation: To concur with the Housing Board of Appeals decision
to demolish.
SUMMARY FOR: 355 W GRAND AVE

This building is a 2 story wood frame, three unit apartment building. This structure
is currently vacant and has been boarded on a number of occasions by the
Inspections Department over the last 12 months.

The roof covering on this building has deteriorated and must be replaced, exterior
stairways need to be replaced or made safe and the building has been boarded for
over 180 days. The rear portion of the building has had the siding stripped away.
There have been numerous attempts by the Inspections Department to get this
structure repaired to no avail.

This building continues to be a blight on the neighborhood and if left in it’s present
state, will continue to deteriorate.
                                    CITY OF MUSKEGON
     933 Terrace St., P.O. Box 537, Muskegon, MI 49443 (231) 724-6715
                       DANGEROUS BUILDING INSPECTION
                                 REPORT
                                   Monday, September 22, 2008

Enforcement # EN080234          Property Address 355 W GRAND AVE
Parcel #24-205-419-0001-00      Owner MORTGAGE ELECTRONIC
REGISTRATION

Inspector: Henry Faltinowski

Date completed: 09/22/2008

DEFICENCIES:

 Uncorrected
1. Replace roof covering on home - Deteriorated - Home & flat roof section.
2. Flash all roof covering to MRC 2006 code.
3. Replace all damaged siding.
4. All exterior stairs to meet MRC 2006 code - broken guards, handrails.
5. Scrape and paint all damaged exterior window frames and doors.
6. Repair front porch deck.
7. Home is boarded.




Request interior inspection by all trades, electrical, mechanical and
plumbing. Please contact Inspection Services with any questions or to
schedule an inspection at 933 Terrace St., Muskegon, MI 49440 (231) 724
6758.

Based upon my recent inspection of the above property I determined that the
structure meets the definition of a Dangerous Building and/or Substandard
Building as set forth in Section 10-61 of the Muskegon City Code.

_____________________________                        _______________
Henry Faltinowski, Building Inspector                     Date
DATE:        01/16/2009

TO:          Honorable Mayor and Commissioners

FROM:        Anthony Kleibecker, Director of Public Safety

RE:          Concurrence with the Housing Board of Appeals Notice and Order
             to Demolish. Dangerous Building Case #: EN080134(Garage)


SUMMARY OF REQUEST: This is to request that the City Commission Concur
with the findings of the Housing Board of Appeals that the structure located at
267 IONA AVE (Garage) Area 11 is unsafe, substandard, a public nuisance and
that it be demolished within thirty (30) days. It is further requested that
administration be directed to obtain bids for the demolition of the structure and
that the Mayor and City Clerk be authorized and directed to execute a contract
for demolition with the lowest responsible bidder.

Case# & Project Address: # EN080134 – 267 Iona (Garage)

Location and ownership: This structure is located on Iona Ave. between Spring
and Ambrosia Streets and is owned by Clay Paskel.

Staff Correspondence: A dangerous building inspection was conducted on
06/10/2008. The Notice and Order to Repair was issued on 06/17/08. The case
came before HBA 09/04/08 and was tabled until October 2, 2008. On 10/02/08
the HBA declared the structure substandard and dangerous.

Owner Contact: Ms. Paskel was present for the HBA meeting dated 09/04/08
stating she had been ill and not financially able to repair garage. Ms Paskel was
present for the HBA meeting dated 10/02/08 stating she got estimates for repair
but did not have funds to repair. Staff gave recommendations for demolition. No
permits have been issued.

Financial Impact: CDBG Funds

Budget action required: None

State Equalized value:     $13,100 (Entire property)

Estimated cost to repair: $2,500 (Garage)

Staff Recommendation: To concur with the Housing Board of Appeals decision
to demolish.
SUMMARY FOR: 267 IONA AVE

This is a single story wood frame residential garage. The roof cover on this garage
has failed to the point of exposing the roof rafters and sheeting as well as other
structural framing members directly to the effects of the weather. If repairs are not
performed on this building, this building will continue to decay until the building
structurally fails.

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