ADOPTED - NOVEMBER 13, 2001

Agenda Item No. 21



Introduced by the Administrative Services/Personnel Committee of the:



County Board of Commissioners
County of Ingham, State of Michigan

RESOLUTION AUTHORIZING ISSUANCE OF
SEWAGE DISPOSAL SYSTEM BONDS
(TOWNSHIP OF ALAIEDON)
(LIMITED TAX GENERAL OBLIGATION)



RESOLUTION #01-334

A RESOLUTION TO PROVIDE FOR:

Approval of Contract with Alaiedon Township under 342 P.A. 1939 to finance acquisition of sewer and water improvements in the Township, and establish a County water supply and sewage disposal system for the Township;

Approval of Sewer Improvement costs in amount of $1,982,936, costs in excess of bond proceeds to paid by Township;

Acquisition and construction of Sewer Improvements and operation of the System to be done by the Township as agent of the County;

Issuance of $1,980,000 County Bonds to acquire and construct sewer improvements;

Bond details including payment amounts and dates and prior redemption provisions;

Deposit of Contract payments received from Township, which are a full faith and credit pledge and limited tax general obligation of the Township, to Debt Retirement Fund to be used to pay Bonds;

Pledge of County's full faith and credit for payment of Bonds in event Township fails to make a Contract payment, which pledge is a limited tax general obligation of the County;

Creation of Construction Fund for deposit of Bond Proceeds;

Drain Commissioner to prepare Notice of Sale and preliminary and final Official Statement and apply for Bond Ratings;

Continuing Disclosure Filings;

Drain Commissioner delegated to award sale of Bonds at public sale to lowest bidder; and

Other matters necessary to prepare to sell the Bonds.

WHEREAS, it is necessary for the public health and welfare of present and future residents of the County of Ingham (the County") residing within the Township of Alaiedon (the "Township") that sanitary sewer system improvements, including lift stations, force mains, interceptor, and lateral sewer lines (the "Sewer Improvements") be acquired and constructed to service residents of the County residing within the Township; and

WHEREAS, it also necessary for the public health and welfare of present and future residents of the County residing within the Township that public water supply and distribution system improvements, including water mains, pumps, pipes, fittings, valves, fire hydrants, and all equipment necessary to distribute potable water (the "Water Improvements") be acquired and constructed to service residents of the County residing within the Township; and

WHEREAS, the Township has requested the assistance of the County to finance the Sewer Improvements and the Water Improvements, and the Township wishes to proceed at this time with the financing of the Sewer Improvements; and

WHEREAS, Act No. 342, Public Acts of Michigan, 1939, as amended ("Act  342") authorizes a county to acquire sewage disposal and water supply systems and to improve, enlarge, extend and operate such systems; and

WHEREAS, by resolution previously adopted by the County Board of Commissioners of the County, the Ingham County Drain Commissioner was established as the County Agency in and for the County for the administration of sewage disposal and water supply system improvements in accordance with Act 342; and

WHEREAS, by the terms of Act 342, the County and the Township are authorized to enter into a contract for the acquisition, improvement, enlargement or extension of sewage disposal and water supply systems and the payment of the cost thereof by the Township, with interest, over a period of not exceeding forty (40) years, and the County is then authorized, pursuant to appropriate action of its Board of Commissioners, to issue bonds of the County to provide the funds therefor, secured by the contractual obligations of the Township; and

WHEREAS, a proposed contract between the County and the Township (the "Contract"), providing for the acquisition and financing of the Sewer Improvements and the Water Improvements has been prepared, and the Township has published the requisite notice informing its citizens and taxpayers of their referendum rights with respect to the Contract, and no petitions requesting referendum on the Contract were filed with the Township; and

WHEREAS, in order to provide for the operation and maintenance of the Sewer Improvements and to issue bonds to finance the Sewer Improvements it is necessary for the County to establish an Ingham County Water Supply and Sewage Disposal System (Township of Alaiedon) (the "System") as described in the Contract, and for the County to authorize execution and delivery of the Contract; and

WHEREAS, under the provisions of the Contract, the Township has obligated itself to pay the cost of the Sewer Improvements to be financed by the issuance of the County's bonds by paying the installments, plus interest, as specified in Section 10 of the Contract (the "Contractual Payments"), and has further obligated itself to collect sufficient moneys annually for the purpose of meeting the Contractual Payments, subject to constitutional and statutory tax rate limitations; and

WHEREAS, the Drain Commissioner has approved this resolution and recommended its adoption by this Board of Commissioners; and

WHEREAS, the County now proposes to approve the Contract and to issue the first series of bonds under the Contract, to be designated as the County of Ingham Sewage Disposal System Bonds (Township of Alaiedon) (Limited Tax General Obligation) (the "Bonds"), in anticipation of and secured primarily by the Contractual Payments which the Township has in the Contract obligated itself to provide in such amounts as may be necessary to pay the cost of acquiring constructing the Sewer Improvements.







THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF INGHAM, AS FOLLOWS:

SYSTEM AND PROJECT

1. The Contract in the form presented to this Board with this resolution is hereby ratified, confirmed and approved. The Chairperson of the Board of Commissioners, the County Clerk, and the County Drain Commissioner (as the County Agency) are authorized and directed to execute the Contract for and on behalf of the County with such changes and insertions to the Contract in consultation with Miller, Canfield, Paddock and Stone, P.L.C., as bond counsel, as may be necessary or desirable to effectuate the sale and delivery of the Bonds by the County, permitted by Act 342 and otherwise by law, and not materially adverse to the County.

2. There is hereby approved the establishment of a water supply and sewage disposal system for the Township as described in the Contract, to be designated as the Ingham County Water Supply and Sewage Disposal System (Township of Alaiedon) (the "System"), for the collection, treatment and disposal of sewage in the Township, and, when the Township is ready to finance the Water Improvements, for the treatment, supply and distribution of water in the Township. There is hereby approved the acquisition and construction of the Sewer Improvements, which shall consist generally of a sanitary sewer system, including lift stations, force mains, interceptor, and lateral sewer lines, together with all necessary and related appurtenances, attachments, works, instrumentalities, land, rights in land and properties used or useful in connection with the operation of a sewage disposal system in the Township, all as more specifically described in the plans therefor prepared by the engineers for the Sewer Improvements.

3. The plans, specifications and estimates of cost for the Sewer Improvements as prepared by the consulting engineers are hereby accepted and approved, and it is hereby determined to be advisable and necessary for the public health of the County to acquire, construct and complete the Sewer Improvements as provided in said plans and specifications. As provided in Section 6 of the Contract, all matters relating to engineering plans and specifications, together with the making and letting of final contracts for construction and acquisition of the Sewer Improvements, the approval of work and materials thereunder, and construction supervision, shall be in the exclusive control of the Township as the agent of the County Agency.

4. The total estimated cost of acquiring and constructing the Sewer Improvements including the costs of issuance of the Bonds is hereby approved and confirmed to be $1,982,936. The estimated cost thereof to be paid from proceeds of the Bonds is hereby approved and confirmed to be $1,980,000. The remaining costs of the Sewer Improvements shall be paid by the Township.

5. The estimated period of usefulness of the Sewer Improvements is determined to be not less than twenty (20) years.

6. The operation, maintenance and administration of the System and the acquisition and construction of the Sewer Improvements shall be under the overall jurisdiction and control of the Township as agent of the County, and the provisions in the Contract relative to such operation, maintenance and administration are hereby recognized, approved and confirmed.

BOND AUTHORIZATION

7. For the purpose of defraying the cost of the Sewer Improvements, including payment of engineering, legal and financial expenses, there be borrowed the sum of not to exceed One Million Nine Hundred Eighty Thousand Dollars ($1,980,000), and in evidence thereof there shall be issued the bonds of the County in an equivalent aggregate principal amount, which bonds are sometimes hereinafter referred to in this resolution as the "Bonds." The balance of the cost of the Sewer Improvements, if any, shall be paid by the Township as provided in the Contract.

8. The Bonds shall be designated SEWAGE DISPOSAL SYSTEM BONDS (TOWNSHIP OF ALAIEDON) (LIMITED TAX GENERAL OBLIGATION), the principal of and interest thereon to be payable primarily out of the Contractual Payments required to be paid by the Township pursuant to the Contract. The title of the Bonds, the dated date of the Bonds, the series designation and the dates of principal maturities may be changed by the Drain Commissioner at the time of the sale thereof. The Bonds shall be registered as to principal and interests of the denomination of $5,000 or multiples of $5,000 up to the amount of a single maturity, numbered consecutively in order of authentication or registration from 1 upwards, dated as of November 1, 2001, or such other date as may be approved by the Drain Commissioner at the time of sale of the Bonds, callable prior to maturity as hereinafter provided, and shall be payable annually on April 1 as shown in the Notice of Sale shown in Section 20 of this Resolution.

The Bonds shall bear interest at a rate or rates determined on sale thereof, not exceeding eight percent (8%) per annum payable on April 1, 2002 (or such other date as the Drain Commissioner may select at the time of sale of the Bonds), and semiannually thereafter, by check drawn on the transfer agent for the Bonds and mailed to the registered owner at the registered address, as shown on the registration books of the County maintained by the transfer agent. Interest shall be payable to the registered owner of record as of the 15th day of the month prior to the payment date for each interest payment. The date of determination of registered owner for purposes of payment of interest as provided in this Section be changed by the County to conform to market practice in the future. Notwithstanding the foregoing, if the Bonds are held in book-entry form by DTC, payment shall be made in the manner prescribed by DTC. The Drain Commissioner is hereby authorized to appoint as transfer agent for this issue a bank or trust company located in Michigan and qualified to act as bond registrar, paying agent and transfer agent (the "Transfer Agent"), and the Drain Commissioner is hereby authorized to enter into all required contractual arrangements with the transfer agent. The principal of the Bonds shall be payable the designated office of the Transfer Agent. The Bonds may be issued in book-entry only form through The Depository Trust Company in New York, New York ("DTC") and the Drain Commissioner is authorized to execute such custodial or other agreement with DTC as may be necessary to accomplish the issuance of the Bonds in book-entry only form, and to make such changes in the form of the Bonds within the parameters of this Resolution as may be required to accomplish the foregoing.

9. The Bonds shall be subject to optional redemption prior to maturity at the times and prices and in the manner set forth in the Notice of Sale shown in Section 20 of this resolution or at such other times and prices as may be determined by the Drain Commissioner at the time of sale of the Bonds.

Unless waived by any registered owner of bonds to be redeemed, official notice of redemption shall be given by the transfer agent on behalf of the County. Such notice shall be dated and shall contain at a minimum the following information: original issue date; maturity dates; interest rates; CUSIP numbers, if any; certificate numbers, and in the case of partial redemption, the called amounts of each certificate; the redemption date; the redemption price or premium; the place where bonds called for redemption are to be surrendered for payment; and that interest on bonds or portions thereof called for redemption shall cease to accrue from and after the redemption date.

In addition, further notice shall be given by the transfer agent in such manner as may be required or suggested by regulations or market practice at the applicable time, but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed herein.

10. The Chairperson of the Board of Commissioners and the County Clerk are hereby authorized and directed to execute the Bonds by means of their manual or facsimile signatures when issued and sold for and on behalf of the County and to cause to be imprinted thereon a facsimile of the seal of the County. No Bond of this series shall be valid until authenticated by an authorized officer of the transfer agent. The Bonds shall be delivered to the transfer agent for authentication and shall then be delivered to the purchaser in accordance with instructions from the County Agency, Treasurer, or Controller 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.

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 his 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 transfer agent shall authenticate and deliver a new bond or bonds, for like aggregate principal amount. The transfer agent shall require the payment by the bondholder requesting the transfer of any tax or other governmental charge required to be paid with respect to the transfer.

BOND SECURITY AND PROCEEDS

11. The Bonds and the interest thereon shall be payable primarily from the Contractual Payments received by the Drain Commissioner on behalf of the County, for the payment of which the Township has in the Contract pledged its full faith and credit pursuant to the provisions of Act 342. Pursuant to the provisions of Section 6, Article IX of the Michigan Constitution of 1963, the Township has covenanted and agreed to levy taxes annually to the extent necessary to provide the funds to meet its Contractual Payments when due in anticipation of which the Bonds are issued, which taxes shall be subject to statutory constitutional and charter limitations. All of such Contractual Payments are hereby pledged solely and only for the payment of principal of and interest on the Bonds.

12. Pursuant to the authorization provided in Act 342, the full faith and credit of the County is hereby pledged for the prompt payment of the principal of and interest on the Bonds as the same shall become due. If for any reason there are not sufficient funds on hand from the Contractual Payments to pay the principal of and interest on the Bonds when due, upon written notification by the Drain Commissioner to the County Treasurer of the amount of such deficiency, the County Treasurer shall promptly deposit into the Debt Retirement Fund for the Bonds the amount of such deficiency out of general funds of the County. If it becomes necessary for the County to so advance any such moneys, it shall be entitled to reimbursement from any surplus from time to time existing in the fund which said principal and interest are primarily payable, or from any other legally available source. The County recognizes and covenants that its full faith and credit pledge hereunder is a first budget obligation, and, to the extent necessary to provide funds to meet such pledge herein provided, it is obligated to levy ad valorem taxes against the taxable property in the County, which taxes, however, shall be subject to statutory and constitutional limitations.

13. The Drain Commissioner is hereby directed, after the sale of the Bonds herein authorized, to open an appropriate depository account to be designated DEBT RETIREMENT FUND - INGHAM COUNTY SEWAGE DISPOSAL SYSTEM (TOWNSHIP OF ALAIEDON) BONDS, sometimes referred to herein as the "Debt Retirement Fund," with a bank or trust company to be designated by the Drain Commissioner. The Drain Commissioner shall deposit into the Debt Retirement Fund any accrued interest received upon delivery of the Bonds and all Contractual Payments as received. In addition, any advances made by the County pursuant to Section 12 of this resolution shall be deposited to the Debt Retirement Fund. The moneys from time to time on hand in the Debt Retirement Fund shall be used solely and only for the payment of the principal of and interest on the Bonds, or, to the extent of any surplus, to reimburse the County for any advances made pursuant to Section 12 hereof. The County shall have the right to invest moneys in the debt retirement account as provided in the Contract, which investments may be in obligations other than those of the depository bank or trust company.

14. Nothing contained in this resolution or the Contract shall be construed to prevent the County from issuing additional Bonds under the provisions of Act 342 for any of the purposes authorized by Act 342, but any such Bonds shall in no way have any lien on or be payable out of the Contractual Payments pledged to the payment of the Bonds of this authorized issue, except such additional Bonds as may be necessary may be issued to complete the Sewer Improvements pursuant to the authorization provided in the Contract.

15. The proceeds of the sale of the Bonds shall be deposited in a special depository account in a bank to be designated by the County Drain Commissioner, said account to be designated "SEWAGE DISPOSAL SYSTEM (TOWNSHIP OF ALAIEDON) CONSTRUCTION FUND" (hereinafter referred to as the "Construction Fund"). The moneys from time to time in the Construction Fund shall be used solely and only to pay costs of acquiring and constructing the Sewer Improvements. Any accrued interest and premium paid at the time of delivery of the Bonds shall be deposited into the Debt Retirement Fund established under the provisions of Section 13 of this resolution.

BOND FORM

16. The Bonds shall be in substantially the following form with such revisions, additions and deletions as may be advisable or necessary to comply with the final terms of the Bonds established upon sale thereof:



United States of America
State of Michigan

COUNTY OF INGHAM
SEWAGE DISPOSAL SYSTEM BOND (TOWNSHIP OF ALAIEDON)
(LIMITED TAX GENERAL OBLIGATION)





Interest Rate



Date of Maturity
Date of

Original Issue



CUSIP

____%

April 1, ____ _________, 2001



Registered Owner:
Principal Amount: One Million, Nine Hundred Eighty Thousand ($1,980,000.) Dollars


The County of Ingham, State of Michigan (the "County"), for value received, hereby promises to pay to the Registered owner specified above, or registered assigns, the Principal Amount specified above, in lawful money of the United States of America on the Date of Maturity specified above, unless prepaid prior thereto as hereinafter provided, with interest thereon from the Date of Original Issue specified above or such later date to which interest has been paid, until paid, at the Interest Rate per annum specified above, first payable on April 1, 2002, and semiannually thereafter. Principal of this bond is payable at the __________ office of _____________________________, Michigan, or such other transfer agent as the County may hereafter designate by notice mailed to the Registered owner hereof not less than sixty (60) days prior to any interest payment date (the "Transfer Agent"). Interest on this bond is payable to the Registered owner of record as of the fifteenth (15th) day of the month preceding the payment date as shown on the registration books of the County maintained by the Transfer Agent, by check or draft mailed to the Registered owner at the registered address.

This bond is payable primarily from the proceeds of contractual payments to be paid by Township of Alaiedon (the "Township"), located in the County of Ingham, Michigan, to the Drain Commissioner, acting for and on behalf of the County, pursuant to a certain contract between the County and the Township, whereby the Drain Commissioner, on behalf of the County, is to construct sewage disposal system improvements to service the Township, the system being designated as "Ingham County Sewage Disposal System (Township of Alaiedon)." By the provisions of the contract and pursuant to the authorization provided by law, the Township has pledged its full faith and credit for the payment of its contractual payments. The County has irrevocably pledged to the payment of this bond the total contractual payments, which said total payments are established in the amount required to pay the principal of and interest on this bond when due. As additional security for the payment of this bond, the County, pursuant to the provisions of Act 342, Public Acts of Michigan, 1939, as amended, and a vote of at least a majority of the members-elect of its Board of Commissioners, has pledged its full faith and credit for the prompt payment of the principal of and interest hereon. The full faith and credit pledges of the Township and of the County are limited tax general obligations of each severally, and each is required to pay its respective debt service commitments on this bond as a first budget obligation from its general funds, including the collection of any ad valorem taxes which each is authorized to levy. However, the ability of each to levy such taxes is subject to applicable statutory and constitutional limitations.

This bond is one of a total authorized issue of bonds of even Date of Original Issue, aggregating the principal sum of $1,980,000, issued pursuant to a resolution duly adopted by the Board of Commissioners of the County on _______, 2001, and under and in full compliance with the Constitution and statutes of the State of Michigan, including specifically Act 342, Public Acts of Michigan, 1939, as amended, for the purpose of paying costs of constructing sewage disposal system improvements to service the Township. For a complete statement of the funds from which and the conditions under which this bond is payable, and the general covenants and provisions pursuant to which this bond is issued, reference is made to the above described resolution.

Bonds of this issue maturing in the years 2003 to 2011, inclusive, shall not be subject to redemption prior to maturity. Bonds or portions of bonds in multiples of $5,000 of this issue maturing in the years 2012 and thereafter, shall be subject to redemption prior to maturity, at the option of the County, in such order as the County shall determine and within any maturity by lot, on any interest payment date on or after April 1, 2011 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 for redemption, shall register, authenticate and deliver to the registered owner of record a new bond in the principal amount of the portion of the original bond not called for redemption.

Notice of redemption shall be given to the registered owners of bonds or portions thereof called for redemption by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered address of the registered owner of record. Bonds or portions thereof so called for redemption shall not bear interest after the date fixed for redemption, whether presented for redemption or not, provided funds are on hand with the Transfer Agent to redeem said bonds or portions thereof.

This bond is transferable only upon the books of the County kept for that purpose at the office of the Transfer Agent by the Registered owner hereof in person, or by his 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 his 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 resolutions 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 required to be done precedent to and in the issuance of this bond, and the series of which this is one, have been done and performed in regular and due time and form as required by law.

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.

IN WITNESS WHEREOF, the County of Ingham, State of Michigan, by its Board of Commissioners, has caused this bond to be signed in the name of the County [by] / [with the facsimile signatures of] the Chairperson of the Board of Commissioners and the County Clerk and the County seal or a facsimile thereof to be [manually impressed/printed], all as of the Date of Original Issue.

COUNTY OF INGHAM, Michigan



By

Chairperson of the Board of Commissioners

(Seal)

Countersigned:

By

County Clerk

[FORM OF TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION]

Date of Registration:

CERTIFICATE OF AUTHENTICATION

This bond is [one of the bonds described in the within-mentioned resolution.]/ [valid and authentic].

_______________________________,

Transfer Agent

By _______________________________

Authorized Signature

[INSERT STANDARD FORM OF ASSIGNMENT]







ADMINISTRATIVE SERVICES/PERSONNEL: Yeas: Stid, Celentino, Minter, De Leon, Swope Nays: None Absent: Celentino Approved 11/6/01



FINANCE: Yeas: Hertel, Minter,Swope, Krause

Nays: Schafer Absent: Czarnecki, Lynch Approved 11/7/01

AGREEMENTS WITH BONDHOLDERS

17. The provisions of this resolution, together with the Contract, shall constitute a contract between the County and the holder or holders of the Bonds from time to time, and after the issuance of such Bonds, no change, variation or alteration of the provisions of this resolution and the Contract may be made which would lessen the security for the Bonds. The provisions of this resolution and the Contract shall be enforceable by appropriate proceedings taken by such holder either at law or in equity.

18. The County covenants and agrees with the successive holders of the Bonds that as long as any of the Bonds remain outstanding and unpaid as to either principal or interest:

(a) The County and the Drain Commissioner will punctually perform all of their obligations and duties under this resolution and the Contract, including all collection, segregation and application of the Contractual Payments in the manner required by the provisions of this resolution.

(b) The County and the Drain Commissioner will apply and use the proceeds of the sale of the Bonds for the purposes and in the manner required by the Contract and this resolution. The County will maintain and keep proper books of record and account relative to the application of funds for the construction of the Project and the Contractual Payments received pursuant to the Contract or monies advanced by the County. Not later than three (3) months after the end of each year, the Drain Commissioner shall cause to be prepared a statement, in reasonable detail, sworn to by its chief accounting officer, showing the application of the proceeds of the sale of the Bonds, the cash receipts from the Contractual Payments or monies advanced by the County during such year, and the application thereof, and such other information as may be necessary to enable any taxpayer or any holder or owner of the Bonds, or anyone acting in their behalf, to be fully informed as to all matters pertaining to the construction of the Project and application of funds therefor or for the payment of Bonds during such year. A certified copy of said statement shall be filed with the County Drain Commissioner.

(c) The County shall not invest, reinvest or accumulate any moneys deemed to be proceeds of the Bonds pursuant to the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") in such a manner as to cause the Bonds to be "arbitrage Bonds" within the meaning of the Internal Revenue Code and such applicable regulations. The County hereby covenants that, to the extent permitted by law, it will take all actions within its control and that it shall not fail to take any action as may be necessary to maintain the exemption of interest on the Bonds from gross income for federal income tax purposes, including but not limited to, actions relating to the rebate of arbitrage earnings, if applicable, and the expenditure and investment of Bond proceeds and moneys deemed to be Bond proceeds, all as more fully set forth in the Non-Arbitrage and Tax Compliance Certificate to be delivered by the County with the Bonds.

STATE TREASURY APPROVAL AND SALE OF BONDS

19. The Drain Commissioner is hereby designated, for and on behalf of the County, to notify the Michigan Department of Treasury of the County's intent to issue the bonds described herein, to pay the related fee from funds to be received from the Township, and to request an order providing an exception for the bonds from prior approval by the Department of Treasury, or, if an exception is not available, an order of prior approval to issue the Bonds.

20. The Drain Commissioner is hereby designated, for and on behalf of the County, to fix a date of sale for the Bonds, and publish the Notice of Sale of the Bonds in either The Bond Buyer, New York, New York, or The Detroit Legal News, Detroit, Michigan. The Notice of Sale for the Bonds shall be in substantially the following form, with such revisions as the Drain Commissioner, in consultation with Township Officials, Bond Counsel and the Financial Advisor, may determine to be in the best interests of the County and the Township including, if appropriate, purchase of the credit enhancements, and reducing the amount of Bonds sold and/or delivered if Township determines that the full amount thereof is not necessary to complete the Sewer Improvements.



OFFICIAL NOTICE OF SALE

$1,980,000
COUNTY OF INGHAM, STATE OF MICHIGAN
SEWAGE DISPOSAL SYSTEM
(TOWNSHIP OF ALAIEDON)
(LIMITED TAX GENERAL OBLIGATION)

SEALED BIDS for purchase of the above bonds will be received at the office of the Ingham County Drain Commissioner, 700 Buhl Avenue, Mason, Michigan 48854 on ___________day, ___________, 2001, until ___:____ o'clock p.m., prevailing Eastern Time, at which time and place the bids will be publicly opened and read. Sealed bids will also be received on the same date and until the same time at the offices of the Municipal Advisory Council of Michigan, 1445 First National Building, Detroit, Michigan 48226, when, simultaneously, the bids will be opened and read. The Bonds will be awarded to the successful bidder on that date.

IN THE ALTERNATIVE, electronic bids will also be received on the same date and until the same time by an agent of the undersigned, Bidcomp/Parity. Further information about Bidcomp/Parity, including any fee charged, may be obtained from Bidcomp/Parity, Anthony Leyden or Client Services, 395 Hudson Street, New York, New York 10014, (212) 806-8304. NO ELECTRONIC BIDS WILL BE ACCEPTED UNLESS THE BIDDER HAS SUBMITTED A FINANCIAL SURETY BOND OR GOOD FAITH CHECK IN THE AMOUNT REQUIRED HEREIN. If any provision of this Notice of Sale shall conflict with information provided by Bidcomp/Parity as the approved provider of electronic bidding services, this Notice of Sale shall control.

BOND DETAILS: The bonds will be registered bonds of the denomination of $5,000 or integral multiples thereof up to the amount of a single maturity, dated November 1, 2001, numbered in order of registration and will bear interest from their date payable on April 1, 2001, and semiannually thereafter.

The bonds will mature annually on April 1 as follows:



Year

Amount

Year

Amount

2003

$100,000

2013

$105,000

2004

100,000

2014

105,000

2005

100,000

2015

105,000

2006

105,000

2016

105,000

2007

105,000

2017

105,000

2008

105,000

2018

105,000

2009

105,000

2019

105,000

2010

105,000

2020

105,000

2011

105,000

2021

105,000

2012

105,000



OPTIONAL PRIOR REDEMPTION: Bonds maturing in the years 2003 to 2011, inclusive, shall not be subject to redemption prior to maturity. Bonds or portions of bonds in multiples of $5,000 maturing in the years 2012 and thereafter, shall be subject to redemption prior to maturity, at the option of the County, in such order as the County shall determine, on any interest payment date on or after April 1, 2011, 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 for redemption, shall register, authenticate and deliver to the registered owner of record a new bond in the principal amount of the portion of the original bond not called for redemption.

Notice of redemption shall be given to the registered owners of bonds or portions thereof called for redemption by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered address of the registered owner of record. Bonds or portions thereof so called for redemption shall not bear interest after the date fixed for redemption, whether presented for redemption or not, provided funds are on hand with the transfer agent to redeem the bonds.

INTEREST RATE AND BIDDING DETAILS: The bonds shall bear interest at a rate or rates not exceeding 8% per annum, to be fixed by the bids therefor, expressed in multiples of 1/8 or 1/20 of 1%, or both. The interest on any one bond shall be at one rate only. All bonds maturing in any one year must carry the same interest rate. THE INTEREST RATE BORNE BY BONDS MATURING IN ANY ONE YEAR SHALL NOT BE LESS THAN THE INTEREST RATE BORNE BY BONDS MATURING IN THE PRECEDING YEAR. The difference between the highest and lowest interest rate on the bonds shall not exceed two percent (2%). No proposal for the purchase of less than all of the bonds or at a price less than 98.75% of their par value will be considered.

BOOK-ENTRY-ONLY: The bonds will be issued in book-entry-only form as one fully registered bond per maturity and will be registered in the name of Cede & Co., as bondholder and nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the bonds. Purchase of the bonds will be made in book-entry-only form, in the denomination of $5,000 or any multiple thereof. Purchasers will not receive certificates representing their interest in bonds purchased. The book-entry-only system is described further in the preliminary Official Statement for the bonds.

TRANSFER AGENT AND REGISTRATION: Principal shall be payable at ________________ _________________________________, Michigan, or such other transfer agent as the Board may hereafter designate by notice mailed to the registered owner not less than 60 days prior to any interest payment date. Interest shall be paid by check or draft mailed to the registered owner as shown by the registration books of the County on the 15th day of the month prior to any interest payment date. The bonds will be transferable only upon the registration books of the County kept by the transfer agent.

PURPOSE AND SECURITY: The bonds are to be issued under the provisions of Act 342, Public Acts of Michigan, 1939, as amended ("Act 342"), and pursuant to a resolution duly adopted by the majority of the members elect of the Board of Commissioners of the County for the purpose of paying costs of construction of sewage disposal system improvements to service the Township of Alaiedon (the "Township").

The bonds are issued in anticipation of, and are payable primarily from, certain specified contractual payments to be paid by the Township to the County pursuant to a certain contract between the County and the Township. By the provisions of said contract and pursuant to the authorization provided by law, the Township has pledged its limited tax full faith and credit for the payment of the contractual obligations. The County has irrevocably pledged to the payment of said bonds the total contractual payments, which payments are payable at such times and are established in such amounts as are required to pay the entire principal of and interest on the bonds promptly when due.

As additional security for the payment of the bonds and the interest thereon, the County, as authorized by law, has pledged its full faith and credit for the prompt and timely payment thereof, should the Township's contractual payments prove insufficient for any reason.

The full faith and credit pledges of the Township and the County are a limited tax general obligation of each, and the Township and the County are required to pay their respective debt service commitments on the bonds as a first budget obligation from their respective general funds, including the collections of any ad valorem taxes which each is authorized to levy. However, the ability of the Township and the County to levy such taxes is subject to applicable statutory and constitutional limitations.

The rights and remedies of bondholders may be affected by bankruptcy, insolvency, fraudulent conveyance or other laws affecting creditors' rights generally, now existing or hereafter enacted, and by application of general principles of equity including those relating to equitable subordination.

TAX MATTERS: In the opinion of bond counsel, assuming compliance with certain covenants, interest on the bonds is excluded from gross income for federal income tax purposes as described in the opinion, and the bonds and interest thereon are exempt from all taxation in the State of Michigan except inheritance and estate taxes and taxes on gains realized from the sale, payment or other disposition thereof. The successful bidder will be required to furnish, prior to the delivery of the bonds, a certificate in a form acceptable to bond counsel as to the "issue price" of the bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended.

NOT QUALIFIED TAX EXEMPT OBLIGATIONS: The bonds will NOT be designated as "qualified tax exempt obligations" for purposes of deduction of interest expense by financial institutions.

GOOD FAITH: A certified or cashier's check drawn upon an incorporated bank or trust company or a financial surety bond, in the amount of $39,600 and payable to the order of the Treasurer of the County is required for each bid as a guaranty of good faith on the part of the bidder, to be forfeited as a portion of the County's damages if such bid be accepted and the bidder fails to take up and pay for the bonds. If a check is used, it must accompany the bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Michigan and such Financial Surety Bond must be submitted to the County's Financial Advisor at least one hour prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose good faith deposit is guaranteed by such Financial Surety Bond. If the bonds are awarded to a bidder utilizing a Financial Surety Bond, then the purchaser is required to submit its good faith deposit to the County or its financial advisor in the form of a cashier's check (or wire transfer such amount as instructed by the Issuer) not later than Twelve o'clock, Noon, prevailing Eastern Time, on the next business day following the award. If such good faith deposit is not received by that time, the Financial Surety Bond may be drawn by the County to satisfy the good faith deposit requirement. The good faith deposit will be applied to the purchase price of the bonds. In the event the purchaser of the bonds fails to honor its accepted bid, the good faith deposit will be retained by the County. No interest shall be allowed on the good faith checks and checks of the unsuccessful bidders will be promptly returned to each bidder's representative or by first class mail. The good faith check of the successful bidder will be immediately cashed, in which event payment for the balance of the purchase price of the bonds shall be made at the closing.

AWARD OF BONDS: The bonds will be awarded to the bidder whose bid produces the lowest interest cost computed by determining, at the rate or rates specified in the bid, the total dollar value of all interest on the bonds from December 1, 2001, to their maturity and deducting therefrom any premium or adding thereto any discount.

LEGAL OPINION: Bids shall be conditioned upon the approving opinion of Miller, Canfield, Paddock and Stone, P.L.C., attorneys of Lansing and Detroit, Michigan, a copy of which opinion will be furnished without expense to the purchaser of the bonds at the delivery thereof. The fees of Miller, Canfield, Paddock and Stone, P.L.C., for services rendered in connection with such approving opinion are expected to be paid from bond proceeds. Except to the extent necessary to issue its approving opinion as to validity of the above bonds, Miller, Canfield, Paddock and Stone, P.L.C., has made no inquiry as to any financial information, statements or materials contained in any financial documents, statements or materials that have been or may be furnished in connection with the authorization, issuance or marketing of the bonds, and accordingly will not express any opinion with respect to the accuracy or completeness of any such financial information, statements or materials. In submitting a bid for the Bonds, the bidder agrees to the representation of the County by Miller, Canfield, Paddock and Stone, P.L.C. as bond counsel.

DELIVERY OF BONDS: The County will furnish bonds ready for execution at its expense. Bonds will be delivered without expense to the purchaser to DTC in New York, New York. The usual closing documents, including a certificate that no litigation is pending affecting the issuance of the bonds will be delivered at the time of the delivery of the bonds. If the bonds are not tendered for delivery by twelve o'clock noon, prevailing Eastern Time, on the 45th day following the date of sale, or the first business day thereafter if said 45th day is not a business day, the successful bidder may on that day, or any time thereafter until delivery of the bonds, withdraw its proposal by serving notice of cancellation, in writing, on the undersigned in which event the County shall promptly return the good faith deposit. Payment for the bonds shall be made in immediately available funds. Accrued interest to the date of delivery of the bonds shall be paid by the purchaser at the time of delivery.

BOND INSURANCE AT PURCHASER'S OPTION: If the bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder/purchaser, the purchase of any such insurance policy or the issuance of any such commitment shall be at the option and expense of the purchaser of the bonds. Any increased costs of issuance of the bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the County has requested and received a rating on the bonds from a rating agency, the County will pay the fee for the requested rating. Any other rating agency fees shall be the responsibility of the purchaser. FAILURE OF THE MUNICIPAL BOND INSURER TO ISSUE THE POLICY AFTER THE BONDS HAVE BEEN AWARDED TO THE PURCHASER SHALL NOT CONSTITUTE CAUSE FOR FAILURE OR REFUSAL BY THE PURCHASER TO ACCEPT DELIVERY OF THE BONDS FROM THE COUNTY.

CUSIP NUMBERS: It is anticipated that CUSIP identification numbers will be printed on said bonds, but neither the failure to print such numbers on any bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for said bonds. All expenses in relation to the printing of CUSIP numbers on said bonds shall be paid for by the County; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser.

OFFICIAL STATEMENTS: A copy of the Official Statement relating to the Bonds may be obtained by contacting Stauder, Barch & Associates, Inc. at the address referred to below. The Official Statement is in a form deemed final by the County for purposes of paragraph (b)(1) of the Rule, but is subject to revision, amendment and completion in a final Official Statement.

After the award of the bonds, the County will provide on a timely basis a reasonable number of a final Official Statement, as that term is defined in paragraph (f)(3) of the Rule, at the expense of the Issuer (and such additional copies of the final Official Statement as reasonably requested by, and at the expense of, the successful bidder or bidders) to enable the successful bidder or bidders to comply with paragraph (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board. Requests for such additional copies of the final Official Statement shall be made to Stauder, Barch & Associates, Inc. within 24 hours of the award of the bonds.

CONTINUING DISCLOSURE: The County and the Township have agreed by resolution to provide or cause to be provided, in accordance with the requirements of Rule 15c-12 (the "Rule") promulgated by the Securities and Exchange Commission, (i) on or prior to the last day of the sixth month after the end of its fiscal year, commencing for the County with the fiscal year ended December 31, 2001 and for the Township with the fiscal year ending June 30, 200__, certain annual financial information and operating data, including audited financial statements for the preceding fiscal year, generally consistent with the information contained or cross-referenced in the Official Statement relating to the Bonds, (ii) timely notice of the occurrence of certain material events with respect to the Bonds and (iii) timely notice of a failure by the County or the Township to provide the required annual information on or before the dates specified in (i) above.

ADDITIONAL INFORMATION: Further information with respect to the bonds may be obtained from Stauder Barch & Associates, Inc., 3989 Research Park Drive, Ann Arbor, Michigan, 48108; telephone (734) 668-6688, facsimile (734) 668-6723.

THE RIGHT IS RESERVED TO REJECT ANY OR ALL BIDS.

ENVELOPES containing the bids should be plainly marked "Proposal for Ingham County Sewage Disposal System Bonds (Township of Alaiedon)."

Patrick Lindemann, Drain Commissioner



21. The County hereby directs the Drain Commissioner to prepare and circulate a Preliminary Official Statement describing the Bonds, deeming such Preliminary Official Statement "final" for purposes of compliance with Securities and Exchange Commission Rule 15c2-12. After sale of the Bonds, the Drain Commissioner shall prepare a final Official Statement for delivery to the initial purchasers of the Bonds.

22. The County hereby directs the Drain Commissioner to request ratings for the Bonds and, if recommended by the Financial Advisor, to qualify the Bonds for municipal bond insurance, and if the Financial Advisor recommends that the County consider purchase of municipal bond insurance, then the Drain Commissioner is hereby authorized and directed to negotiate with insurers regarding acquisition of municipal bond insurance, and to select an insurer and determine which Bonds, if any, shall be insured.

23. The County hereby agrees to enter into a Continuing Disclosure Undertaking in order to enable the underwriters of the bonds to comply with the requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. In the Continuing Disclosure Undertaking, the County shall agree to provide or cause to be provided, (i) certain annual financial information and operating data, including audited financial statements for the preceding fiscal year, (ii) timely notice of the occurrence of certain material events with respect to the bonds, and (iii) timely notice of a failure by the County to provide the required annual financial information on or before the date required in the Continuing Disclosure Agreement. The Drain Commissioner is authorized to execute and deliver a Continuing Disclosure Undertaking on behalf of the County with respect to issuance of the Bonds. The Continuing Disclosure Undertaking shall be in substantially the form as the Drain Commissioner shall, in consultation with bond counsel, determine to be appropriate.

24. The Drain Commissioner is hereby authorized on behalf of the County, subject to the provisions and limitations of this resolution, to award sale of the Bonds to the bidder whose bid produces the lowest interest cost computed in compliance with the terms of the Notice of Sale, which bid shall comply with the requirements for bids specified in the Notice of Sale and shall be within the limitations contained in this resolution.

25. The Bonds shall bear interest at a rate or rates not exceeding 8.00% per annum. The purchase price for the Bonds, exclusive of any original issue discount, shall not be less than 98.75% of the principal amount of the Bonds. In making such determinations the Drain Commissioner is authorized to rely upon data and computer runs provided by the Municipal Advisory Council.

MISCELLANEOUS

26. The Drain Commissioner and the other officers, administrators, agents and attorneys of the County are authorized and directed to take all other actions necessary and to facilitate issuance and sale of the Bonds, including preparation of a preliminary and final official statement regarding the Bonds, and to execute and deliver all other agreements, documents and certificates and to take all other actions necessary or convenient to complete the issuance and delivery of the Bonds in accordance with this Resolution.

27. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution be and the same hereby are repealed.

28. This resolution shall become effective immediately upon its passage.

I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the County Board of Commissioners of the County of Ingham, Michigan at a regular meeting held on November 13, 2001 at 7:30 o'clock_p.m. prevailing Eastern Time, 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 267.

If the above meeting was a Special meeting, I further certify that notice of said Special meeting was given to each member of the County Board of Commissioners in accordance with the rules of procedure of the Board.

I further certify that the following Members were present at said meeting: Commissioners Celentino, Czarnecki, Dedden, De Leon, Grebner, Hertel, Krause, Minter, Schafer, Severino, Stid and Swope and that the following Members were absent: Commissioner Lynch.

I further certify that Member Schafer moved for adoption of said resolution and that Member Stid supported said motion.

I further certify that the following Members voted for adoption of said resolution: Commissioners Celentino, Czarnecki, Dedden, De Leon, Grebner, Hertel, Krause, Minter, Schafer, Severino, Stid, and Swope and that the following Members voted against adoption of said resolution: None. Absent: Commissioner Lynch

I further certify that the Members voting for adoption of said resolution constitute at least a majority of the Members-Elect of the Board of Commissioners.

__________________________________________
County Clerk





LALIB:109867.1\102814-00003