05-29-12 CC Reg Mtg Agenda
COUNCIL ACTION FORM
Department Council Meeting Item Number
Finance May 29, 2012 3A
Item Description: Verified Claims
From: Michelle Nguyen
Bruce DeJong
Background / Previous Action
Claims for council authorization. The attached claims list includes checks numbered 52989 through
53034 totaling $229,451.53.
Staff Recommendation
Staff recommends approval of the claims list.
5/24/2012 11:32 AM A/P HISTORY CHECK REPORT PAGE: 1
VENDOR SET: 01 City of Shorewood
BANK: 1 BEACON BANK
DATE RANGE: 5/15/2012 THRU 99/99/9999
CHECK INVOICE CHECK CHECK CHECK
VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT
00051 EFTPS - FEDERAL W/H D 5/22/2012 000000 11,857.66
00092 MN DEPT OF REVENUE D 5/22/2012 000000 2,128.19
20005 WELLS FARGO HEALTH BENEFIT SVC D 5/22/2012 000000 1,274.60
1 SWANSON, CHARLES & E R 5/29/2012 052989 88.68
20500 PETTY CASH R 5/15/2012 052990 306.05
00053 ICMA RETIREMENT TRUST-302131-4 R 5/22/2012 052991 1,663.50
00052 PERA R 5/22/2012 052992 7,161.23
00550 A-1 MINNETONKA RENTAL R 5/29/2012 052994 230.64
29273 ALPHA VIDEO & AUDIO INC. R 5/29/2012 052995 2,828.07
1 ARVID JOHNSON R 5/29/2012 052996 500.00
1 BEV MURPHEY R 5/29/2012 052997 30.00
29338 BLANCHARD CATERING, INC. R 5/29/2012 052998 396.92
26100 CENTURY LINK R 5/29/2012 052999 122.00
29278 CLASSIC CLEANING COMPANY R 5/29/2012 053000 847.47
05100 COMMERCIAL ASPHALT CO. R 5/29/2012 053001 74.81
05875 CUB FOODS - SHOREWOOD R 5/29/2012 053002 69.04
29415 CUB FOODS MINNETONKA R 5/29/2012 053003 81.95
29271 DREW KRIESEL R 5/29/2012 053004 1,517.00
12125 FEDEX KINKO'S R 5/29/2012 053005 19.24
27195 GRAINGER, INC R 5/29/2012 053006 32.52
10000 GROUT, TWILA R 5/29/2012 053007 22.00
11650 KENNEDY & GRAVEN, CHARTERED R 5/29/2012 053008 5.68
5/24/2012 11:32 AM A/P HISTORY CHECK REPORT PAGE: 2
VENDOR SET: 01 City of Shorewood
BANK: 1 BEACON BANK
DATE RANGE: 5/15/2012 THRU 99/99/9999
CHECK INVOICE CHECK CHECK CHECK
VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT
29433 KOLTES, PAMELA R 5/29/2012 053009 273.75
21340 LOCAL LINK R 5/29/2012 053010 69.95
29259 MALKERSON GUNN MARTIN LLP R 5/29/2012 053011 4,763.75
00079 MEDICA R 5/29/2012 053012 15,598.14
15176 MENARDS R 5/29/2012 053013 26.89
29394 MINNESOTA DEPT OF HEALTH R 5/29/2012 053014 35.00
00085 MINNESOTA LIFE R 5/29/2012 053015 415.66
17700 MINNETONKA PUBLIC SCHOOLS R 5/29/2012 053016 4,000.00
1350 PRUDENTIAL GROUP INSURANCE R 5/29/2012 053017 781.26
29281 PYRAMID HOME SPECAILTIES R 5/29/2012 053018 3,649.78
1 RICH BELLERT R 5/29/2012 053019 500.00
22482 SAM'S CLUB R 5/29/2012 053020 358.51
83501 SCHWAAB, INC R 5/29/2012 053021 87.96
22950 SHOREWOOD TRUE VALUE R 5/29/2012 053022 13.88
29427 SHRED-N-GO, INC. R 5/29/2012 053023 34.00
23500 SO LK MTKA POLICE DEPT R 5/29/2012 053024 75.00
29294 STRATEGIC EQUIPMENT & SUPPLY C R 5/29/2012 053025 115.51
23738 T-MOBILE R 5/29/2012 053026 87.86
23840 THIES, A. KENNETH R 5/29/2012 053027 100.00
29398 TRUGREEN #5640 R 5/29/2012 053028 277.86
25452 TWIN CITY WATER CLINIC R 5/29/2012 053029 100.00
70200 VERIZON WIRELESS R 5/29/2012 053030 61.12
5/24/2012 11:32 AM A/P HISTORY CHECK REPORT PAGE: 3
VENDOR SET: 01 City of Shorewood
BANK: 1 BEACON BANK
DATE RANGE: 5/15/2012 THRU 99/99/9999
CHECK INVOICE CHECK CHECK CHECK
VENDOR I.D. NAME STATUS DATE AMOUNT DISCOUNT NO STATUS AMOUNT
27190 WACONIA FARM SUPPLY R 5/29/2012 053031 219.45
29269 WARNER CONNECT R 5/29/2012 053032 2,800.00
19800 XCEL ENERGY R 5/29/2012 053033 15.58
28900 ZEE MEDICAL SERVICE R 5/29/2012 053034 208.81
00087 AFSCME CO 5 MEMBERS HEALTH FUN E 5/29/2012 999999 408.00
05305 COMMUNITY REC RESOURCES E 5/29/2012 999999 5,111.66
10576 ADVANCED IMAGING SOLUTIONS INC E 5/29/2012 999999 81.00
15500 METRO COUNCIL ENVMT(WASTEWATER E 5/29/2012 999999 56,259.05
15885 MIDWEST MAILING SYSTEMS, INC. E 5/29/2012 999999 500.00
18500 WM. MUELLER & SONS, INC. E 5/29/2012 999999 18,410.13
19435 SPRINT E 5/29/2012 999999 124.55
29100 ZIEGLER, INC. E 5/29/2012 999999 28,120.00
* * T O T A L S * * NO INVOICE AMOUNT DISCOUNTS CHECK AMOUNT
REGULAR CHECKS: 45 50,666.52 0.00 50,666.52
HAND CHECKS: 0 0.00 0.00 0.00
DRAFTS: 3 15,260.45 0.00 15,260.45
EFT: 8 109,014.39 0.00 109,014.39
NON CHECKS: 0 0.00 0.00 0.00
VOID CHECKS: 0 VOID DEBITS 0.00
VOID CREDITS 0.00 0.00 0.00
TOTAL ERRORS: 0
VENDOR SET: 01 BANK: 1 TOTALS: 56 174,941.36 0.00 174,941.36
BANK: 1 TOTALS: 56 174,941.36 0.00 174,941.36
REPORT TOTALS: 56 174,941.36 0.00 174,941.36
05-24-2012 11:29 AM C O U N C I L REPORT BY VENDOR- MAY 29, 2012 PAGE: 1
VENDOR SORT KEY DATE DESCRIPTION FUND DEPARTMENT AMOUNT_
A-1 MINNETONKA RENTAL 5/29/12 LIFT RENTAL REPAIR FENCE General Fund Park Maintenance 230.64_
TOTAL: 230.64
ADVANCED IMAGING SOLUTIONS INC 5/29/12 04/15-05/14 General Fund Municipal Buildings 81.00_
TOTAL: 81.00
AFSCME CO 5 MEMBERS HEALTH FUND 5/29/12 CHARLIES DAVIS General Fund Unallocated Expenses 51.00
5/29/12 GREG FASCHING General Fund Unallocated Expenses 51.00
5/29/12 JOSEPH LUGOWSKI General Fund Unallocated Expenses 51.00
5/29/12 BRADLEY MASON General Fund Unallocated Expenses 51.00
5/29/12 CHRISTOPHER POUNDER General Fund Unallocated Expenses 51.00
5/29/12 DANIEL RANDALL General Fund Unallocated Expenses 51.00
5/29/12 BRUCE STARK General Fund Unallocated Expenses 51.00
5/29/12 TERRY TOWER General Fund Unallocated Expenses 51.00_
TOTAL: 408.00
ALPHA VIDEO & AUDIO INC. 5/29/12 CAMERA & MIC FOR CHAMBERS Equipment Replacem Equipment Replacement 2,828.07_
TOTAL: 2,828.07
BLANCHARD CATERING, INC. 5/29/12 SHOPPING EVENT CATER 5/03 Southshore Communi Senior Community Cente 396.92_
TOTAL: 396.92
CENTURY LINK 5/29/12 952-474-7635-SSCC Southshore Communi Senior Community Cente 122.00_
TOTAL: 122.00
CLASSIC CLEANING COMPANY 5/29/12 C.H. SVC General Fund Municipal Buildings 531.01
5/29/12 P.W. SVC General Fund Public Works 316.46_
TOTAL: 847.47
COMMERCIAL ASPHALT CO. 5/29/12 TACK OIL General Fund Public Works 74.81_
TOTAL: 74.81
COMMUNITY REC RESOURCES 5/29/12 HOLIDAY PARTY Southshore Communi Senior Community Cente 50.45
5/29/12 HOLIDAY PARTY Southshore Communi Senior Community Cente 61.21
5/29/12 MONTHLY SSCC CORDINATOR SV Southshore Communi Senior Community Cente 5,000.00_
TOTAL: 5,111.66
CUB FOODS - SHOREWOOD 5/29/12 2012 FIREWORK PERMIT REFUN General Fund NON-DEPARTMENTAL 100.00
5/29/12 CREDIT Southshore Communi Senior Community Cente 30.96-
TOTAL: 69.04
CUB FOODS MINNETONKA 5/29/12 FOODS Southshore Communi Senior Community Cente 81.95_
TOTAL: 81.95
DREW KRIESEL 5/29/12 MAY CONTRACT SVC Southshore Communi Senior Community Cente 917.00
5/29/12 APR & MAY EQUIPMENT RENTAL Southshore Communi Senior Community Cente 600.00_
TOTAL: 1,517.00
EFTPS - FEDERAL W/H 5/22/12 FEDERAL W/H General Fund NON-DEPARTMENTAL 5,001.34
5/22/12 FICA W/H General Fund NON-DEPARTMENTAL 2,165.15
5/22/12 MEDICARE W/H General Fund NON-DEPARTMENTAL 747.51
5/22/12 FICA W/H General Fund Council 80.60
5/22/12 MEDICARE W/H General Fund Council 18.87
5/22/12 FICA W/H General Fund Administration 879.92
5/22/12 MEDICARE W/H General Fund Administration 205.80
5/22/12 FICA W/H General Fund Finance 311.96
05-24-2012 11:29 AM C O U N C I L REPORT BY VENDOR- MAY 29, 2012 PAGE: 2
VENDOR SORT KEY DATE DESCRIPTION FUND DEPARTMENT AMOUNT_
5/22/12 MEDICARE W/H General Fund Finance 72.96
5/22/12 FICA W/H General Fund Planning 283.65
5/22/12 MEDICARE W/H General Fund Planning 66.33
5/22/12 FICA W/H General Fund Protective Inspections 175.29
5/22/12 MEDICARE W/H General Fund Protective Inspections 41.01
5/22/12 FICA W/H General Fund City Engineer 117.78
5/22/12 MEDICARE W/H General Fund City Engineer 27.54
5/22/12 FICA W/H General Fund Public Works 610.00
5/22/12 MEDICARE W/H General Fund Public Works 142.67
5/22/12 FICA W/H General Fund Park Maintenance 214.48
5/22/12 MEDICARE W/H General Fund Park Maintenance 50.16
5/22/12 FICA W/H General Fund Recreation 41.24
5/22/12 MEDICARE W/H General Fund Recreation 9.64
5/22/12 FICA W/H Southshore Communi Senior Community Cente 1.59
5/22/12 MEDICARE W/H Southshore Communi Senior Community Cente 0.37
5/22/12 FICA W/H Water Utility Water 150.66
5/22/12 MEDICARE W/H Water Utility Water 35.23
5/22/12 FICA W/H Sanitary Sewer Uti Sewer 129.00
5/22/12 MEDICARE W/H Sanitary Sewer Uti Sewer 30.16
5/22/12 FICA W/H Recycling Utility Recycling 70.11
5/22/12 MEDICARE W/H Recycling Utility Recycling 16.39
5/22/12 FICA W/H Stormwater Managem STORMWATER MANAGEMENT 129.87
5/22/12 MEDICARE W/H Stormwater Managem STORMWATER MANAGEMENT 30.38_
TOTAL: 11,857.66
FEDEX KINKO'S 5/29/12 PLANS COPY General Fund Protective Inspections 19.24_
TOTAL: 19.24
GRAINGER, INC 5/29/12 LAMPS General Fund Public Works 32.52_
TOTAL: 32.52
GROUT, TWILA 5/29/12 ELECTION TRAINING-RICHFIEL General Fund Administration 22.00_
TOTAL: 22.00
ICMA RETIREMENT TRUST-302131-457 5/22/12 P/R DEDUCTS-DEFERRED COM General Fund NON-DEPARTMENTAL 1,535.96
5/22/12 P/R DEDUCTS-DEFERRED COM General Fund NON-DEPARTMENTAL 127.54_
TOTAL: 1,663.50
KENNEDY & GRAVEN, CHARTERED 5/29/12 RON JOHNSON LITIGATION General Fund Professional Svcs 5.68_
TOTAL: 5.68
KOLTES, PAMELA 5/29/12 ZUMBA -SPRING SESSION 1 Southshore Communi Senior Community Cente 273.75_
TOTAL: 273.75
LOCAL LINK 5/29/12 ADSL(QST) - BUSINESS 3M/89 General Fund Municipal Buildings 69.95_
TOTAL: 69.95
MALKERSON GUNN MARTIN LLP 5/29/12 GENERAL MATTERS General Fund Professional Svcs 1,850.00
5/29/12 PERSONNEL General Fund Professional Svcs 2,460.50
5/29/12 AQUATIC INVASIVE-5490 VINE General Fund Municipal Buildings 453.25_
TOTAL: 4,763.75
MEDICA 5/29/12 MEDICAL PREM General Fund Unallocated Expenses 15,598.14_
TOTAL: 15,598.14
MENARDS 5/29/12 LUMBER PART General Fund Park Maintenance 26.89
05-24-2012 11:29 AM C O U N C I L REPORT BY VENDOR- MAY 29, 2012 PAGE: 3
VENDOR SORT KEY DATE DESCRIPTION FUND DEPARTMENT AMOUNT_
_______________
TOTAL: 26.89
METRO COUNCIL ENVMT(WASTEWATER) 5/29/12 WASTE WATER SVC Sanitary Sewer Uti Sewer 56,259.05_
TOTAL: 56,259.05
MIDWEST MAILING SYSTEMS, INC. 5/29/12 NEWSLETTER POSTAGE General Fund Administration 500.00_
TOTAL: 500.00
MINNESOTA DEPT OF HEALTH 5/29/12 STATEWIDE HOSPITALITY FEE Southshore Communi Senior Community Cente 35.00_
TOTAL: 35.00
MINNESOTA LIFE 5/29/12 LIFE INS General Fund Unallocated Expenses 415.66_
TOTAL: 415.66
MINNETONKA PUBLIC SCHOOLS 5/29/12 SUMMER 2012 LIFEGUARD SVC General Fund Recreation 4,000.00_
TOTAL: 4,000.00
MISC. VENDOR ARVID JOHNSON 5/29/12 MIP-RED JOHNSON BAND-6/1/1 General Fund Recreation 500.00
BEV MURPHEY 5/29/12 COMM GARDEN CANCELED REFUN General Fund NON-DEPARTMENTAL 30.00
RICH BELLERT 5/29/12 MIP-COWBOY POETRY -06/01/1 General Fund Recreation 500.00
SWANSON, CHARLES & E 5/29/12 03-620213-00 Water Utility NON-DEPARTMENTAL 88.68_
TOTAL: 1,118.68
MN DEPT OF REVENUE 5/22/12 STATE W/H General Fund NON-DEPARTMENTAL 2,128.19_
TOTAL: 2,128.19
PERA 5/22/12 P/R DEDUCTS-PERA General Fund NON-DEPARTMENTAL 3,315.39
5/22/12 P/R DEDUCTS-PERA General Fund Administration 1,043.09
5/22/12 P/R DEDUCTS-PERA General Fund Finance 387.29
5/22/12 P/R DEDUCTS-PERA General Fund Planning 383.83
5/22/12 P/R DEDUCTS-PERA General Fund Protective Inspections 241.79
5/22/12 P/R DEDUCTS-PERA General Fund City Engineer 138.77
5/22/12 P/R DEDUCTS-PERA General Fund Public Works 738.59
5/22/12 P/R DEDUCTS-PERA General Fund Park Maintenance 273.54
5/22/12 P/R DEDUCTS-PERA General Fund Recreation 48.22
5/22/12 P/R DEDUCTS-PERA Southshore Communi Senior Community Cente 1.85
5/22/12 P/R DEDUCTS-PERA Water Utility Water 193.28
5/22/12 P/R DEDUCTS-PERA Sanitary Sewer Uti Sewer 157.69
5/22/12 P/R DEDUCTS-PERA Recycling Utility Recycling 85.81
5/22/12 P/R DEDUCTS-PERA Stormwater Managem STORMWATER MANAGEMENT 152.09_
TOTAL: 7,161.23
PETTY CASH 5/15/12 WATER SAMPLE POSTAGE Water Utility Water 6.05
5/15/12 SPRING CLEAN UP Recycling Utility NON-DEPARTMENTAL 300.00_
TOTAL: 306.05
PRUDENTIAL GROUP INSURANCE 5/29/12 LIFE INSURANCE General Fund Unallocated Expenses 781.26_
TOTAL: 781.26
PYRAMID HOME SPECAILTIES 5/29/12 WEED CONTROL General Fund Public Works 3,649.78_
TOTAL: 3,649.78
SAM'S CLUB 5/29/12 CITY HALL General Fund Municipal Buildings 139.72
5/29/12 PUBLIC WORK General Fund Public Works 218.79_
TOTAL: 358.51
05-24-2012 11:29 AM C O U N C I L REPORT BY VENDOR- MAY 29, 2012 PAGE: 4
VENDOR SORT KEY DATE DESCRIPTION FUND DEPARTMENT AMOUNT_
SCHWAAB, INC 5/29/12 DATER PADS General Fund Administration 87.96_
TOTAL: 87.96
SHOREWOOD TRUE VALUE 5/29/12 EXT CORD General Fund City Engineer 13.88_
TOTAL: 13.88
SHRED-N-GO, INC. 5/29/12 SHRED SVC General Fund Administration 34.00_
TOTAL: 34.00
SO LK MTKA POLICE DEPT 5/29/12 HENN CTY PROCESSING FEE General Fund Police Protection 75.00_
TOTAL: 75.00
SPRINT 5/29/12 SVC 04/13-05/12 Water Utility Water 62.27
5/29/12 SVC 04/13-05/12 Sanitary Sewer Uti Sewer 62.28_
TOTAL: 124.55
STRATEGIC EQUIPMENT & SUPPLY CORPORATI 5/29/12 DETERGENT SURPASS Southshore Communi Senior Community Cente 115.51_
TOTAL: 115.51
T-MOBILE 5/29/12 952-463-5836 - BRIAN HECK General Fund Administration 87.86_
TOTAL: 87.86
THIES, A. KENNETH 5/29/12 COWBOY HOE-DOWN-06/01 EVEN General Fund Recreation 100.00_
TOTAL: 100.00
TRUGREEN #5640 5/29/12 TREE/SHRUB SVC -05/12/12 General Fund Park Maintenance 52.57
5/29/12 SAW FLY TREATMENT-05/11/12 General Fund Park Maintenance 225.29_
TOTAL: 277.86
TWIN CITY WATER CLINIC 5/29/12 COLIFORM BACTERIAS Water Utility Water 100.00_
TOTAL: 100.00
VERIZON WIRELESS 5/29/12 612-865-3582 - BRAD NIELSE General Fund Planning 61.12_
TOTAL: 61.12
WACONIA FARM SUPPLY 5/29/12 MAINT EQPMT General Fund Public Works 203.80
5/29/12 MAINT EQUIPMENT General Fund Public Works 12.59
5/29/12 SVC General Fund Public Works 3.06_
TOTAL: 219.45
WARNER CONNECT 5/29/12 MAINT SVC General Fund Municipal Buildings 2,800.00_
TOTAL: 2,800.00
WELLS FARGO HEALTH BENEFIT SVCS 5/22/12 P/R DEDUCTS-HSA General Fund NON-DEPARTMENTAL 1,274.60_
TOTAL: 1,274.60
WM. MUELLER & SONS, INC. 5/29/12 BLACKTOP General Fund Public Works 2,567.50
5/29/12 PROJECT NO. 11-05 Stormwater Managem STORMWATER MANAGEMENT 15,842.63_
TOTAL: 18,410.13
XCEL ENERGY 5/29/12 5655 MERRY LANE General Fund Park Maintenance 15.58_
TOTAL: 15.58
ZEE MEDICAL SERVICE 5/29/12 FIRST AID SUPPLIES General Fund Public Works 208.81_
TOTAL: 208.81
05-24-2012 11:29 AM C O U N C I L REPORT BY VENDOR- MAY 29, 2012 PAGE: 5
VENDOR SORT KEY DATE DESCRIPTION FUND DEPARTMENT AMOUNT_
ZIEGLER, INC. 5/29/12 OIL SAMPLER KITS LOADER General Fund Public Works 28,120.00_
TOTAL: 28,120.00
**PAYROLL EXPENSES 5/21/2012 - 99/99/9999 General Fund Council 1,300.00
General Fund Administration 14,387.60
General Fund Finance 5,341.89
General Fund Planning 5,294.27
General Fund Protective Inspections 3,335.07
General Fund City Engineer 1,914.03
General Fund Public Works 10,187.37
General Fund Park Maintenance 3,936.94
General Fund Recreation 665.09
Southshore Communi Senior Community Cente 25.62
Water Utility Water 2,665.94
Sanitary Sewer Uti Sewer 2,174.81
Recycling Utility Recycling 1,183.56
Stormwater Managem STORMWATER MANAGEMENT 2,097.98_
TOTAL: 54,510.17
=============== FUND TOTALS ================
101 General Fund 136,947.28
403 Equipment Replacement 2,828.07
490 Southshore Community Ctr. 7,652.26
601 Water Utility 3,302.11
611 Sanitary Sewer Utility 58,812.99
621 Recycling Utility 1,655.87
631 Stormwater ManagementUtil 18,252.95
--------------------------------------------
GRAND TOTAL: 229,451.53
--------------------------------------------
TOTAL PAGES: 5
#3d
MEETING TYPE
City of Shorewood Council Meeting Item
Regular Meeting
Title / Subject: Lease-Purchase Agreement with Excelsior Fire District
Meeting Date: 5/29/12
Prepared by: Bruce DeJong, Finance Director
Reviewed by: Larry Brown, Interim Administrator
Policy Consideration: Should the City finance a fire truck for the Excelsior Fire District (EFD)?
Background: The Excelsior Fire District Board authorized the department to purchase new Fire Truck in
2012. The EFD proposes to utilize a lease/purchase agreement for financing. The department contacted
several firms that provide lease/purchase financing for trucks and have received a quotation for a rate of
approximately
1.87%. With interest rates at all-time lows, the city has not been able to find any investments at this
rate for the five year period that the lease would cover. Staff has proposed an interest rate of 1.5% to
the Excelsior Fire District for the $425,000 that they have estimated to spend on the new truck.
The financing would be split into several payments – starting when the chassis is purchased in June and
progress payments over the next nine months as the truck is built. Payments would start June 15, 2013.
Attached is the agreement which mirrors the agreement used last year for the SCBA equipment.
Financial or Budget Considerations:
Staff suggests paying for the equipment out of the Equipment Fund. All principle and interest will return
to the equipment fund.
Options:
1.Accept the terms of the agreement and authorize execution of the agreement and payment for the
equipment.
2.Modify the agreement and adopt it.
3.Do nothing at this time and have the EFD seek outside financing.
Recommendation / Action Requested: Accept the terms of the agreement and authorize execution of
the agreement and payment for the equipment.
Next Steps and Timelines: If approved, staff will work the EFD personnel to finalize details and purchase
arrangements.
Connection to Vision / Mission: This item is connected to the City’s of collaborating with other
communities and agencies.
Mission Statement: The City of Shorewood is committed to providing residents quality public services, a
healthy environment, a variety of attractive amenities, a sustainable tax base, and sound financial
management through effective, efficient, and visionary leadership. Page 1
LEASE-PURCHASE AGREEMENT
between
CITY OF SHOREWOOD, MINNESOTA,
as City
and
EXCELSIOR FIRE DISTRICT,
as Lessee
Dated as of May 30, 2012
TABLE OF CONTENTS
Page
PARTIES AND RECITALS ................................................................................................................... 1
ARTICLE I
Definitions and Exhibits
Section 1.1. Definitions ...................................................................................................................... 2
Section 1.2. Exhibits ............................................................................................................................ 3
ARTICLE II
Representations, Covenants and Warranties
Section 2.1. Representations, Covenants and Warranties of the District ............................................. 4
Section 2.2. Representations, Covenants and Warranties of the City .................................................. 5
ARTICLE III
Acquisition of Fire Equipment
Section 3.1. Acquisition Cost ............................................................................................................... 6
ARTICLE IV
Lease and Sale of Fire Equipment
Section 4.1. Lease and Sale of Fire Equipment ................................................................................... 7
Section 4.2. Lease Payments .............................................................................................................. 7
Section 4.3. Additional Lease Payments ............................................................................................. 7
Section 4.4. Source of Lease Payments .............................................................................................. 7
Section 4.5. District’s Obligations and Remedies ................................................................................ 8
Section 4.6. Possession and Enjoyment ............................................................................................. 8
Section 4.7. City Access to Fire Equipment ......................................................................................... 8
ARTICLE V
Term of Lease; Transfer or Surrender of Fire Equipment
Section 5.1. Lease Term ..................................................................................................................... 9
Section 5.2. Termination of Lease Term .............................................................................................. 9
Section 5.3. City’s Interest in the Fire Equipment ................................................................................ 9
Section 5.4. Surrender of Fire Equipment ........................................................................................... 9
Section 5.5. Purchase; Conveyance of Title ........................................................................................ 9
Section 5.6. Non-Appropriation ........................................................................................................... 9
Section 5.7. Intent to Continue Term; Appropriations ........................................................................ 10
Section 5.8. Effect of Termination ..................................................................................................... 10
i
ARTICLE VI
General Matters
Section 6.1. Use; Permits .................................................................................................................. 11
Section 6.2. Maintenance and Modification of Fire Equipment by the District .................................... 11
Section 6.3. Taxes and Other Governmental Charges ...................................................................... 11
Section 6.4. Liens ............................................................................................................................. 12
ARTICLE VII
Insurance and Indemnification; Damage, Destruction and Condemnation
Section 7.1. Liability Insurance .......................................................................................................... 13
Section 7.2. Property Insurance ........................................................................................................ 13
Section 7.3. Administration of Claims, Etc. ........................................................................................ 13
Section 7.4. Other Insurance and Requirements for All Insurance .................................................... 13
Section 7.5. Indemnification .............................................................................................................. 14
Section 7.6. Damage, Destruction and Condemnation ...................................................................... 14
Section 7.7. Cooperation of City ......................................................................................................... 14
ARTICLE VIII
Option to Purchase; Option to Prepay
Section 8.1. Option to Purchase or Prepay ....................................................................................... 15
Section 8.2. Exercise of Option 15
Section 8.3. Prerequisite; No Default ................................................................................................ 15
ARTICLE IX
Assignment, Subleasing, Indemnification, Mortgaging and Selling
Section 9.1. Assignment by City ........................................................................................................ 16
Section 9.2. Assignment and Subleasing by the District .................................................................... 16
Section 9.3. Restriction on Sale of Fire Equipment by the District ..................................................... 16
ARTICLE X
Events of Default and Remedies
Section 10.1. Events of Default Defined ............................................................................................ 17
Section 10.2. Remedies on Default ................................................................................................... 18
Section 10.3. Delay; Notice ............................................................................................................... 18
Section 10.4. No Remedy Exclusive ................................................................................................. 18
Section 10.5. No Additional Waiver Implied by One Waiver .............................................................. 18
ii
ARTICLE XI
Administrative Provisions
Section 11.1. Notices ............................................................................................................ 19
Section 11.2. Binding Effect .................................................................................................. 19
Section 11.3. Severability ...................................................................................................... 19
Section 11.4. Amendments, Changes and Modifications ....................................................... 19
Section 11.5. Further Assurances and Corrective Instruments .............................................. 19
Section 11.6. Execution in Counterparts ............................................................................... 19
Section 11.7. Applicable Law ................................................................................................ 19
Section 11.8. Authorized Officers .......................................................................................... 19
Section 11.9. Captions .......................................................................................................... 20
Iii
THIS LEASE-PURCHASE AGREEMENT, dated as of February 14, 2011 (the “Lease”),
IS by and between the CITY OF SHOREWOOD, MINNESOTA, a municipal corporation and
political subdivision of the State of Minnesota (the “City”), as lessor, and the EXCELSIOR FIRE
DISTRICT, a joint powers organization under the laws of the State of Minnesota (the “District”),
as lessee;
WITNESSETH
WHEREAS, the District is authorized by law to acquire such items of real and personal
property as are needed to carry out its governmental and proprietary functions, and to acquire
such real and personal property by entering into lease-purchase contracts; and
WHEREAS, the District has determined that it is necessary for it to acquire pursuant to
this Lease the City’s interest in certain fire department equipment (the “Fire Equipment”); and
WHEREAS, the City is willing to provide the funds necessary to acquire the Fire
Equipment and to lease and sell the Fire Equipment to the District, pursuant to this Lease; and
NOW, THEREFORE, in the joint and mutual exercise of their powers, and in
consideration of the mutual covenants herein contained, the parties hereto recite and agree as
follows:
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ARTICLE I
Definitions and Exhibits
Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this
Section shall, for all purposes of this Lease and Exhibits attached hereto, have the meanings herein
specified:
“Acquisition Cost” means the cost of acquisition of the Fire Equipment from the manufacturer
thereof.
“Additional Lease Payments” means payments due from the District pursuant to Section 4.3
hereof.
“Authorized Officer,” when used with respect to the District, means its Chair, its Fire Chief, or
any other person who is designated in writing by the District as an Authorized Officer for purposes of this
Lease, and when used with respect to the City means its Mayor, its City Administrator, or any other
person who is designated in writing by the City as an Authorized Officer for purposes of this Lease.
“City” means the City of Shorewood, Minnesota.
“District” means the Excelsior Fire District.
“Fire Equipment” means the Fire Equipment leased and sold to the District pursuant to this
Lease, which Fire Equipment is specifically described in Exhibit A attached hereto.
“Fiscal Year” means the twelve-month fiscal period of the City, which commences on January 1
and ends on December 31 in each year.
“Independent,” when used with reference to an attorney, engineer, architect, certified public
accountant, consultant or other professional person, means a person who (i) is in fact independent, (ii)
does not have any material financial interest in the transaction to which such person’s certificate or
opinion relates (other than payment to be received for professional services rendered), and (iii) is not
connected with the City or the District as an officer, director or employee.
“Independent Counsel” means an Independent attorney duly admitted to practice law before
the highest court of any state.
“Lease” means this Lease-Purchase Agreement, between the City, as lessor, and the District, as lessee,
as amended or supplemented from time to time.
“Lease Payment” means each of the payments due from the District to the City on each Lease
Payment Date during the Term of this Lease, as shown on Exhibit B.
“Lease Payment Date” means the date upon which any Lease Payment is due and payable as
provided in Exhibit B.
“Permitted Encumbrances” means, as of any particular time: (i) liens for taxes not then
delinquent, or which the District may, pursuant to provisions of Section 6.3 hereof, permit to remain
unpaid, (ii) this Lease and amendments hereto, and (iii) the City’s interest in the Fire Equipment.
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“Purchase Price” means the amount necessary to pay the outstanding principal portion of Loan
Payments due for the remaining Term of this Lease, as shown on Exhibit B.
“State and Federal Laws” means the Constitution and any law of the State of Minnesota and any
ordinance, rule or regulation of any agency or political subdivision of the State of Minnesota; and any law
of the United States, and any rule or regulation of any executive department or federal agency.
“Term” means the period during which this Lease may remain in effect as specified in Section
5.1.
Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of
this Lease:
Exhibit A: A description of the Fire Equipment.
Exhibit B: The Lease Payments coming due during the Lease Term.
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ARTICLE II
Representations, Covenants and Warranties
Section 2.1. Representations, Covenants and Warranties of the District. The District represents,
covenants and warrants as follows:
(a) The District is authorized under the Constitution and laws of the State of
Minnesota to enter into this Lease and the transactions contemplated hereby, and to perform all of its
obligations hereunder.
(b) Neither the execution and delivery of this Lease, nor the fulfillment of or
compliance with the terms and conditions thereof, nor the consummation of the transactions
contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any
restriction or any agreement or instrument to which the District is now a party or by which the District is
bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien,
charge or encumbrance whatsoever upon any of the property or assets of the District.
(c) This Lease is entered into under authority of and pursuant to Minnesota
Statutes, Section 465.71, as amended.
(d) The officers of the District executing this Lease have been duly authorized to do
so.
(e) The District will not pledge or assign this Lease, or its rights, duties and
obligations hereunder to any other person, firm or corporation except as provided under the terms of this
Lease.
(f) Subject to the provisions of Section 5.6 hereof, the District’s administration will
include in the annual budget of the District submitted to its governing body, for each Fiscal Year during
the Lease Term, money sufficient to pay and for the purpose of paying all Lease Payments and Additional
Lease Payments and other obligations of the District under this Lease, and for this purpose the District
will make a reasonable estimate of Additional Lease Payments to become due in the next fiscal year, and
will take all other actions necessary to provide money for the payment of the obligations of the District
under this Lease from sources of the District lawfully available for this purpose.
(g) Except to the extent specifically provided herein, the District is not obligated to
appropriate or otherwise provide money for the payment of the Lease Payments or any other amounts
coming due hereunder; and in the event of non-appropriation or non-renewal by the District, the District
shall not be liable for general, special, incidental, consequential or other damages resulting therefrom.
This Lease does not constitute a general obligation of the District, and the full faith and credit and taxing
powers of the District are not pledged for the payment of the Lease Payments or other amounts coming
due, or other actions required to be performed, hereunder.
(h) The District declares its current need for the Fire Equipment. The District has
determined that the Purchase Price to be paid for the Fire Equipment under this Lease represents the fair
market value of the Fire Equipment; that Lease Payments and Additional Lease Payments hereunder
during the Lease Term represent the fair value of the use of the Fire Equipment, and that the Purchase
Price represents the fair purchase price of the Fire Equipment. The District determines that the Lease
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Payments and Additional Lease Payments do not exceed a reasonable amount so as to place the District
under an economic compulsion to renew this Lease or to exercise its option to purchase the Fire
Equipment hereunder. In making such determinations the District has given consideration to the costs
of the Fire Equipment, the uses and purposes for which the Fire Equipment will be employed by the
District, the benefit to the District by reason of the acquisition of the Fire Equipment pursuant to the
terms and provisions of this Lease and the District’s option to purchase the Fire Equipment. The District
determines and declares that the acquisition of the Fire Equipment and the leasing of the Fire
Equipment pursuant to this Lease will result in facilities of comparable quality and meeting the same
requirements and standards as would be necessary if the acquisition of the Fire Equipment were
performed by the District other than pursuant to this Lease. The District determines and declares that
the period during which the District has an option to purchase the Fire Equipment (i.e., the Term of this
Lease) does not exceed the useful life of the Fire Equipment.
Section 2.2. Representations, Covenants and Warranties of the City. The City represents,
covenants and warrants as follows:
(a) The City is authorized under the Constitution and laws of the State of Minnesota
to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations
hereunder.
(b) The officers of the City executing this Lease have been duly authorized to do so.
(c) Neither the execution and delivery of this Lease, nor the fulfillment of or
compliance with the terms and conditions thereof, nor the consummation of the transactions
contemplated thereby, conflicts with or results in a breach of the terms, conditions or provisions of any
restriction or any agreement or instrument to which the City is now a party or by which the City is
bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any
lien, charge or encumbrance whatsoever upon any of the property or assets of the City, or upon the Fire
Equipment, except Permitted Encumbrances.
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ARTICLE III
Acquisition of Fire Equipment
Section 3.1. Acquisition Cost. The total Acquisition Cost of the Equipment is estimated to be not less
than $425,000. In order to provide the money needed to pay the Acquisition Cost when due, and in
consideration of the actions agreed to be performed by the District under this Lease, the City has
provided to the District the sum of $425,000.
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ARTICLE IV
Lease and Sale of Fire Equipment
Section 4.1. Lease and Sale of Fire Equipment. The City hereby leases and sells its interest in the
Fire Equipment to the District, and the District hereby leases and purchases the City’s interest in the Fire
Equipment from the City, upon the terms and conditions set forth in this Lease. The sale shall be
completed in accordance with the terms of Section 5.5 hereof.
The Fire Equipment is leased and sold in its present condition without representation or
warranty of any kind by the City, and subject to all applicable legal requirements now or hereafter in
effect.
Section 4.2. Lease Payments. Subject to the provisions of Section 4.4 hereof, the District shall
pay to the City Lease Payments at the times and in the manner specified in the attached Exhibit B. The
Lease Payments shall be paid to the City in lawful money of the United States of America.
Section 4.3. Additional Lease Payments. During the Term of this Lease, the District shall pay or
cause to be paid as Additional Lease Payments the following amounts:
(a) All expenses incurred in connection with the enforcement of any rights under
this Lease by the City.
(b) All other payments of whatever nature which the District has agreed to pay or
assume under the provisions of this Lease (including, without limitation, any amounts advanced under
Section 6.2(b) hereof and interest thereon).
Section 4.4. Source of Lease Payments. Notwithstanding any other provision of this Lease
apparently to the contrary, this Lease shall not constitute a general obligation of the District, and the full
faith and credit of the District are not pledged for the payment of the Lease Payments or the
performance by the District of its obligations hereunder. The Lease Payments and Additional Lease
Payments shall be paid, and other obligations of the District hereunder shall be met, solely from the
amount appropriated by the District’s governing board for such purpose in the District’s annual budget
and shall constitute a current expense of the District for the Fiscal Year then in effect. This Lease shall
not constitute an indebtedness of the District within the meaning of the Constitution and laws of the
State of Minnesota.
Subject to the foregoing provisions of this Section 4.4, so long as this Lease is in effect, the
District shall use any legally available funds to make delinquent and future Lease Payments hereunder.
The other obligations of the District hereunder shall be met solely from one or more of the
following: (a) Net Proceeds of insurance or self-insurance required to be maintained by the District
under Article VII; (b) Net Proceeds of any condemnation award with respect to the Fire Equipment; and
(c) money from time to time appropriated by the District’s governing board for this purpose, provided
that the District’s governing board shall have no legal obligation to appropriate money for this purpose.
Section 4.5. District’s Obligations and Remedies.
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(a) Except as provided in Section 5.6 hereof, the District’s obligation to pay Lease Payments
due with respect to the Fire Equipment, and to perform and observe all other covenants and
agreements of the District contained herein, shall be absolute and unconditional; and the Lease
Payments and Additional Lease Payments due and payable hereunder shall be made without notice or
demand and without set-off, counterclaim, abatement, deduction or defense including, without
limitation, any failure or delay by the City in the performance of any of its obligations hereunder, and
irrespective of whether the District’s or the City’s title thereto or to any part thereof is defective or
nonexistent, and notwithstanding any damage to, loss, theft or destruction of the Fire Equipment or any
part thereof, any failure of consideration, any change in the tax or other laws of the United States of
America, the State of Minnesota or any political subdivision thereof, any change in the City’s legal
organization or status, or any default of the City hereunder, and regardless of the invalidity of any action
of the City, and regardless of the invalidity of any portion of this Lease.
(b) Notwithstanding any provision or covenant contained in this Lease, the District is not
obligated to renew the Lease beyond any Fiscal Year from time to time in effect, nor is it obligated to
budget or appropriate money or to pay Lease Payments or Additional Lease Payments beyond the end
of the Fiscal Year in effect at a given time.
(c) Nothing in this Lease shall be construed to release the City from the performance of any
agreement on its part herein contained or as a waiver by the District of any rights or claims which the
District may have against the City under this Lease or otherwise, but any recovery upon such rights and
claims shall be had from the City separately, it being the intent of this Lease that the District shall be
unconditionally and absolutely obligated to perform fully all of its obligations, agreements and
covenants under this Lease during the Term of this Lease unless sooner terminated in accordance with
Section 5.2 hereof (including the obligation to make Lease Payments and Additional Lease Payments).
The District may, however, at its own cost and expense and in its own name or in the name of the City,
prosecute or defend any action or proceeding or take any other action involving third persons which the
District deems reasonably necessary in order to secure or protect its right of possession and use
hereunder, and in such event the City agrees to cooperate fully with the District and to take all action
necessary to effect the substitution of the District for the City in any such action or proceeding if the
District shall so request.
Section 4.6. Possession and Enjoyment. The City covenants to provide the District during the
Term of this Lease with quiet use and enjoyment of the Fire Equipment, and the District shall during
such Term peaceably and quietly have and hold and enjoy the Fire Equipment, without suit, trouble or
hindrance from the City, except as expressly set forth in this Lease. At the request of the District and at
the District’s cost, the City will join in any legal action in which the District asserts its right to such
possession and enjoyment to the extent the City may lawfully do so.
Section 4.7. City Access to Fire Equipment. The City shall have the right at all reasonable times
to examine and inspect the Fire Equipment, and shall have such rights of access to the Fire Equipment
as
may be reasonably necessary to cause the proper maintenance thereof in the event of failure by the
District to perform its obligations hereunder.
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ARTICLE V
Term of Lease;
Transfer or Surrender of Fire Equipment
Section 5.1. Lease Term. Subject to the provisions of Section 5.6 hereof, this Lease shall be in
effect for a Term commencing upon the execution hereof and ending on December 31, 2016.
Section 5.2. Termination of Lease Term. The Term of this Lease will terminate upon the
occurrence of the first of the following events:
(a) non-appropriation by the District pursuant to Section 5.6 hereof;
(b) the payment by the District of the Purchase Price, pursuant to Section 8.1; or
(c) a default by the District and the City’s election to terminate this Lease pursuant
to Article X.
Section 5.3. City’s Interest in the Fire Equipment. Upon payment of all Lease Payments and
Additional Lease Payments due hereunder, or upon prepayment of the Lease Payments and Additional
Lease Payments in accordance with Article VIII hereof, full and unencumbered legal title to the Fire
Equipment shall pass to the District, and the City shall have no further interest therein. In such event
the City and its officers shall take all actions necessary to authorize, execute and deliver to the District
any and all documents necessary to vest in the District all of the City’s right, title and interest in and to
the Fire Equipment, free and clear of all liens, leasehold interests, encumbrances (other than Permitted
Encumbrances), including, if necessary, a release of any and all interests or liens created under the
provisions of this Lease.
Section 5.4. Surrender of Fire Equipment. Upon termination of the Term of this Lease pursuant
to Section 5.2, clause (a) or (c), or upon exercise by the City of its right to take possession of the Fire
Equipment under Section 10.2 hereof, the District shall surrender the Fire Equipment to the City in the
condition in which it was originally received, except as repaired, rebuilt, restored, altered or added to as
permitted or required hereby, ordinary wear and tear excepted.
Section 5.5. Purchase; Conveyance of Title. At any time when the Purchase Price, together with
any unpaid or delinquent interest, has been fully paid or provided for, whether by (i) payment of all
Lease Payments and Additional Lease Payments as provided in Section 5.1 hereof, or (ii) payment of the
Purchase Price as provided in Article VIII hereof, then the purchase of the Fire Equipment by the District
shall be deemed to have been completed. The City shall thereupon deliver to the District such
instruments of conveyance or release as, in the opinion of the District, may be necessary to release the
interests of the City in the Fire Equipment.
Section 5.6. Non-Appropriation. If the governing body of the District does not appropriate or
budget money sufficient to pay the Lease Payments and reasonably estimated Additional Lease
Payments coming due in the next Fiscal Year, as determined by the District’s budget for the Fiscal Year in
question, then the Term of this Lease shall terminate at the end of the then-current Fiscal Year. The
governing body of the District shall effect such non-appropriation by adoption of a resolution specifically
referring to this Lease and determining (i) not to provide money for payments due hereunder in the next
Fiscal Year, and (ii) that the Lease shall terminate at the end of the then-current Fiscal Year, and the
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District shall give the City a written notice of such non-appropriation and shall pay to the City any Lease
Payments and Additional Lease Payments which are due and have not been paid at or before the end of
its then-current Fiscal Year. The District shall endeavor to give as much notice of non-renewal as
possible prior to the end of such Fiscal Year, but in any event the District shall not be required to give
more than twelve (12) months’ notice, and shall notify the City of any anticipated termination. In the
event of termination of this Lease as provided in this Section, the District shall surrender possession of
the Fire Equipment to the City in accordance with Section 5.4 hereof and convey to the City or release its
interest in the Fire Equipment within ten (10) days after the expiration of the then-current term.
Section 5.7. Intent to Continue Term; Appropriations. The District presently intends to continue
this Lease for its entire Term and to pay all Lease Payments specified in Exhibit B and Additional Lease
Payments. The District reasonably believes that money in an amount sufficient to make all such Lease
Payments and Additional Lease Payments can and will lawfully be appropriated or budgeted and made
available.
Section 5.8. Effect of Termination. Upon termination of this Lease as provided in Section 5.6
hereof, the District shall not be responsible for the payment of any Lease Payments or Additional Lease
Payments coming due with respect to succeeding Fiscal Years, but if the District has not delivered
possession of the Fire Equipment to the City in accordance with Section 5.4 hereof and conveyed to the
City or released its interest in the Fire Equipment within ten (10) days after the termination date, the
termination shall nevertheless be effective, but the District shall be responsible for the payment of
damages in an amount equal to the amount of the Lease Payments thereafter coming due under Exhibit
B and Additional Lease Payments which are attributable to the number of days during which the District
fails to take such actions and for any other loss suffered by the City as a result of the District’s failure to
take such actions as required. The District shall be required to pay over to the City any money, which it
has appropriated or budgeted for the purpose of paying obligations under this Lease for any Fiscal Years
preceding the Fiscal Year for which non-renewal under Section 5.6 is effective.
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ARTICLE VI
General Matters
Section 6.1. Use; Permits. The District shall exercise due care in the use, operation and
maintenance of the Fire Equipment, and shall not use, operate or maintain the Fire Equipment
improperly, carelessly, in violation of any State and Federal Law or for a purpose or in a manner contrary
to that contemplated by this Lease. The District shall obtain or cause to be obtained all permits and
licenses necessary for the operation, possession and use of the Fire Equipment. The District shall
comply with all State and Federal Laws applicable to the operation, possession and use of the Fire
Equipment, and if compliance with any such State and Federal Law requires changes or additions to be
made to the Fire Equipment, such changes or additions shall be made by the District at its expense.
Section 6.2. Maintenance and Modification of Fire Equipment by the District. During the Term
of this Lease the District shall, at its own expense, maintain, preserve and keep the Fire Equipment in
good repair, working order and condition, and shall from time to time make all repairs, replacements
and improvements necessary to keep the Fire Equipment in such condition. The City shall have no
responsibility for any of these repairs, replacements or improvements. In addition, the District shall, at
its own expense, have the right to remodel the Fire Equipment or to make additions, modifications and
improvements thereto. All such additions, modifications and improvements shall thereafter comprise
part of the Fire Equipment and be subject to the provisions of this Lease. Such additions, modifications
and improvements shall not in any way damage the Fire Equipment; and the Fire Equipment, upon
completion of any additions, modifications and improvements made pursuant to this Section, shall be of
a value not less than the value of the Fire Equipment immediately prior to the making of such additions,
modifications and improvements. The District will not permit any lien to be established or remain
against the Fire Equipment for labor or materials furnished in connection with any additions,
modifications, improvements, repairs, renewals or replacements made by the District pursuant to this
Section; provided that if any such lien is established and the District shall first notify the City of the
District’s intention to do so, the District may in good faith contest any lien filed or established against
the Fire Equipment, and in such event may permit the items so contested to remain undischarged and
unsatisfied during the period of such contest and any appeal therefrom unless the City shall notify the
District that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of the
City in the Fire Equipment will be materially endangered or the Fire Equipment or any part thereof will
be subject to loss or forfeiture, in which event the District shall promptly pay and cause to be satisfied
and discharged all such unpaid items or provide the City with full security against any such loss or
forfeiture, in form satisfactory to the City. The City will cooperate fully with the District in any such
contest, upon the request and at the expense of the District.
Section 6.3. Taxes and Other Governmental Charges. During the Term of this Lease the District
shall also pay or cause to be paid when due all taxes and governmental charges of any kind whatsoever
which may at any time be lawfully assessed or levied against or with respect to the Fire Equipment or
the Lease Payments, and which become due during the Term of this Lease with respect thereto.
The District may, at the District’s expense and in the District’s name, in good faith contest any
such taxes and other charges, and, in the event of any such contest, may permit the taxes or other
charges so contested to remain unpaid during the period of such contest and any appeal therefrom
unless the City shall notify the District that, in the opinion of Independent Counsel, by nonpayment of
any such items the interest of the City in the Fire Equipment will be materially endangered or the Fire
Equipment or any part thereof will be subject to loss or forfeiture, in which event the District shall
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promptly pay such taxes, assessments or charges or provide the City with full security against any loss
which may result from nonpayment, in form satisfactory to the City.
Section 6.4. Liens. The District shall not, directly or indirectly, create, incur, assume or suffer to
exist any pledge, lien, charge, encumbrance or claim on or with respect to the Fire Equipment, except
the respective rights of the City and the District as herein provided and Permitted Encumbrances.
Except as expressly provided in this Article, the District shall promptly, at its own expense, take such
action as may be necessary to duly discharge or remove any such pledge, lien, charge, encumbrance or
claim if the same shall arise at any time. The District shall reimburse the City for any expense incurred
by it in order to discharge or remove any such pledge, lien, charge, encumbrance or claim.
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ARTICLE VII
Insurance and Indemnification;
Damage, Destruction and Condemnation
Section 7.1. Liability Insurance. During the Term of this Lease the District shall procure and
maintain continuously in effect with respect to the Fire Equipment, insurance against liability for injuries
to or death of any person or damage to or loss of property arising out of or in any way relating to the
maintenance, use or operation of the Fire Equipment in amounts not less than the District’s tort liability
limits under Minnesota Statutes, Chapter 466 for death of or personal injury to any one person, in
amounts not less than the District’s tort liability limits under Minnesota Statutes, Chapter 466 for all
personal injuries and deaths arising out of any one occurrence, and in amounts not less than the
District’s tort liability limits under Minnesota Statutes, Chapter 466 for property damage arising out of
any one occurrence. It is understood that with respect to persons or entities other than the City, this
insurance covers any and all liability of the District and its officers, employees and agents. As an
alternative to the purchase of liability insurance, the District may self-insure against such liabilities in
accordance with the provisions of applicable law. Policies of commercial insurance may include
deductibles of no more than ten percent (10%) of policy amounts.
Section 7.2. Property Insurance. During the Term of this Lease, the District shall procure and
maintain continuously in effect, to the extent of the full insurable value of the Fire Equipment, in an
amount at least equal to the Purchase Price in effect from time to time, insurance against loss from or
damage by vandalism and fire, with a uniform standard extended coverage endorsement limited only as
may be provided in the standard form of extended coverage endorsement at the time in use in the State
of Minnesota, in such amount as will be at least sufficient so that a claim may be made for the full
replacement cost of any part thereof damaged or destroyed. All policies (or endorsements or riders)
evidencing insurance required in this Section shall be carried in the names of the District and the City as
their respective interests may appear.
Section 7.3. Administration of Claims, Etc. Neither the District nor the City shall be required to
prosecute any claim against or contest any settlement proposed by any insurer, but any of them may
prosecute any such claim or contest any such settlement. In the event of a contest by the District, it
shall be at the District’s expense, and the District may bring such claim or contest in the name of the
City, the District or both, and the City will join therein at the District’s written request upon the receipt
by the City of an indemnity from the District against all costs, liabilities and expenses in connection with
such claim or contest.
Section 7.4. Other Insurance and Requirements for All Insurance. All insurance required by this
Article may be carried under a separate policy or a rider or endorsement; shall be taken out and
maintained with responsible insurance companies organized under the laws of one of the states of the
United States and qualified to do business in the State of Minnesota; shall contain a provision that the
insurer shall not cancel or revise coverage thereunder without giving written notice to the District and
the City at least thirty (30) days before the cancellation or revision becomes effective; and shall name
the District and the City as insured parties. The insurance required by Sections 7.1 and 7.2 hereof may
be provided by the District pursuant to an umbrella policy which provides coverage for the amounts and
the insurable incidents provided in such Sections. Annually, the District shall deposit with the City
policies evidencing any such insurance procured by it, or a certificate or certificates of the respective
insurers stating that such insurance is in force and effect, along with a certificate from an insurance
consultant stating that all insurance complies with the requirements of this Article VII. Before the
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expiration of any such policy, the District shall furnish to the City evidence that the policy has been
renewed or replaced by another policy conforming to the provisions of this Article, unless such
insurance is no longer obtainable, in which event the District shall file its self-insurance plan with the
City.
Section 7.5. Indemnification. As between the City and the District, to the extent permitted by
the laws of the State of Minnesota, the District assumes all risks and liabilities, whether or not covered
by insurance, for loss or damage to the Fire Equipment and for injury to or death of any person or
damage to any property, whether such injury or death be with respect to agents or employees of the
District, the City or of third parties, and whether such property damage be to the District’s or the City’s
property or the property of others, which is proximately caused by the negligent conduct of the District,
its officers, employees, agents and lessees, or arising out of the operation, maintenance or use of the
Fire Equipment by the District, its officers, employees, agents and lessees. The District hereby assumes
responsibility for and agrees to reimburse the City for all liabilities, obligations, losses, damages,
penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind
and nature, imposed on, incurred by or asserted against the City or its officers or employees that in any
way relate to or arise out of a claim, suit or proceeding based in whole or in part on the foregoing, to the
maximum extent permitted by law.
Section 7.6. Damage, Destruction and Condemnation. If the Fire Equipment or any portion
thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or title to or the
temporary use of the Fire Equipment, or the interest of the District or the City in the Fire Equipment, the
District shall be obligated to continue to pay the Lease Payments and Additional Lease Payments due
with respect to the Fire Equipment.
Section 7.7. Cooperation of City. The City shall cooperate fully with the District at the expense
of the District in filing any proof of loss with respect to any insurance policy covering the casualties
described in Section 7.6 hereof and in the prosecution or defense of any prospective or pending
condemnation proceeding with respect to the Fire Equipment or any part thereof and will, to the extent
it may lawfully do so, permit the District to litigate in any proceeding resulting therefrom in the name of
and on behalf of the City. In no event will the City voluntarily settle, or consent to the settlement of, any
proceeding arising out of any insurance claim with respect to the Fire Equipment or any part thereof
without the written consent of the District.
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ARTICLE VIII
Option to Purchase; Option to Prepay
Section 8.1. Option to Purchase or Prepay. The District shall have the option to prepay unpaid
Prepayments may occur on any
Lease Payments and Additional Lease Payments, in whole or in part.
date lease payments are due.
Section 8.2. Exercise of Option. The District shall give notice to the City of its intention to
exercise its purchase or prepayment option not less than thirty (30) days in advance of the date of
prepayment or purchase, and shall pay to the City on the date of prepayment or purchase the
prepayment amount or (in the event of a purchase) an amount equal to the then current Purchase Price,
plus unpaid interest accrued on the Purchase Price since the preceding Lease Payment Date at the rate
specified in Exhibit B hereof.
Section 8.3. Prerequisite; No Default. The District may exercise the rights specified in Sections
8.1 and 8.2 only if it is not in default under this Lease or if the exercise of such rights cures any default
that then exists.
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ARTICLE IX
Assignment, Subleasing, Indemnification,
Mortgaging and Selling
Section 9.1. Assignment by City. The City’s rights and obligations under this Lease, including the
right to receive and enforce payment of the Lease Payments and Additional Lease Payments to be made
by the District under this Lease and its interest in the Fire Equipment, may be assigned, pledged or
transferred, in whole or in part, at any time. The City shall give notice to the District of any such
assignment, pledge or transfer.
Section 9.2. Assignment and Subleasing by the District. The rights and obligations of the District
under this Lease may not be assigned by the District without the written consent of the City.
Section 9.3. Restriction on Sale of Fire Equipment by the District. Without the prior written
consent of the City, the District will not sell, assign, transfer or convey the Fire Equipment or any portion
thereof during the Term of this Lease.
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ARTICLE X
Events of Default and Remedies
Section 10.1. Events of Default Defined. Any one or more of the following events shall be an
“Event of Default” under this Lease:
(a) Failure by the District to pay any Lease Payment, Additional Lease Payment, or
other payment required to be paid hereunder at the time and from the sources specified herein.
(b) Failure by the District to observe and perform any covenant, condition or
agreement on its part to be observed or performed, other than as referred to in clause (a) of this
Section, for a period of sixty (60) days after written notice specifying such failure and requesting that it
be remedied has been given to the District by the City, unless the City shall agree in writing to an
extension of such time prior to its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the applicable period, the City shall not unreasonably withhold its consent to
an extension of such time if corrective action is instituted by the District within the applicable period and
diligently pursued until the default is corrected.
(c) The occurrence of any of the following events:
(i) The District shall (a) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, liquidator or the like of the District or of all or a substantial
part of its property, (b) commence a voluntary case under the Federal Bankruptcy Code (as now or
hereafter in effect), or (c) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or
(ii) A proceeding or case shall be commenced, without the application or consent of
the District, as the case may be, in any court of competent jurisdiction, seeking (a) the liquidation,
reorganization, dissolution, winding-up, or the composition or adjustment of debts, of the District, (b)
the appointment of a trustee, receiver, custodian, liquidator or the like of the District, or (c) similar relief
in respect of the District under any law relating to bankruptcy, insolvency, reorganization, winding-up or
composition or adjustment of debts, and such proceeding or case has not been dismissed within sixty
(60) days of the filing thereof.
The provisions of Section 10.1(b) are subject to the following limitation: if by reason of force
majeure either party is unable in whole or in part to carry out its obligations under this Lease, it shall not
be deemed in default during the continuance of such inability or during any other delays which are a
direct consequence of the force majeure inability, and the time for such performance shall be extended
to cover such delays. The term “force majeure” as used herein shall mean, without limitation, the
following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders
or restraints of any kind of the government of the United States of America or any of its departments,
agencies or officials, or any civil or military authority, or the State of Minnesota or any of its
departments, agencies or officials; insurrections; riots; landslides; earthquakes; fires; storms; droughts;
floods; explosions; breakage or accident to machinery, transmission pipes or canals; or any other cause
or event not reasonably within the control of a party and not resulting from its negligence. Each party
agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying
out its agreements.
17
Section 10.2. Remedies on Default. Whenever any Event of Default shall have happened and be
continuing, the City may take, but only upon not less than five (5) days’ written notice to the District,
one or any combination of the following remedial steps:
(a) Without terminating this Lease, take possession of the Fire Equipment and
exclude the District from using it until the Event of Default is cured; or
(b) Subject to the provisions of Section 5.6 hereof, take any action at law or in
equity which may appear necessary or desirable to: (i) collect the Lease Payments and Additional Lease
Payments then due for the Fiscal Year then in effect; (ii) collect any Lease Payments and Additional
Lease Payments to become due and payable during the current Fiscal Year; or (iii) enforce performance
and observance of any obligation, agreement or covenant of the District under this Lease; or
(c) Terminate the Term of this Lease, exclude the District from possession of the
Fire Equipment, and use its best efforts to lease or sell the Fire Equipment to another for the account of
the District, holding the District liable for the difference between the rentals received and the Lease
Payments and Additional Lease Payments which would have been receivable hereunder for the Fiscal
Year then in effect.
Section 10.3. Delay; Notice. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be deemed expedient. In
order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to
give any notice, other than such notice as may be required in this Lease.
Section 10.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is
intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or
omission to exercise any right or power accruing upon any default shall impair any such right or power
or shall be construed to be a waiver thereof, but any such right and power may be exercised from time
to time and as often as may be deemed expedient.
Section 10.5. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Lease is breached by either party and thereafter waived by the other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other
breach hereunder.
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ARTICLE XI
Administrative Provisions
Section 11.1. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when delivered or deposited in the United States mail in
certified or registered form with postage fully prepaid:
If to the District: Excelsior Fire District
24100 Smithtown Road
Shorewood, Minnesota 55331
If to the City: City of Shorewood, Minnesota
5575 Country Club Road
Shorewood, Minnesota 55331
The District or the City, by notice given hereunder, may designate different addresses to which
subsequent notices, certificates or other communications will be sent.
Section 11.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon
the City and the District and their respective successors and assigns.
Section 11.3. Severability. In the event any provision of this Lease shall be held invalid or
unenforceable by any court or competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 11.4. Amendments, Changes and Modifications. This Lease may be amended or any of
its terms modified only by written amendment authorized and executed by the District and the City;
provided that no such amendment shall be effective without the consent of any person or entity to
whom the rights of the City to receive Lease Payments due hereunder has been assigned.
Section 11.5. Further Assurances and Corrective Instruments. The City and the District agree
that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, acknowledged
and delivered, such supplements hereto and such further instruments as may reasonably be required for
correcting any inadequate or incorrect description of the Fire Equipment or for carrying out the
expressed intention of this Lease.
Section 11.6. Execution in Counterparts. This Lease may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 11.7. Applicable Law. This Lease shall be governed by and construed in accordance with
the laws of the State of Minnesota.
Section 11.8. Authorized Officers. Whenever under the provisions of this Lease the approval of
the City or the District is required, or the City or the District is required to take some action at the
request of the other, such approval of such request shall be given for the City or for the District by an
Authorized Officer, and any party hereto shall be authorized to rely upon any such approval or request.
19
Section 11.9. Captions. The captions or headings in this Lease are for convenience only and in
no way define, limit or describe the scope or intent of any provisions or Sections of this Lease.
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20
IN WITNESS WHEREOF, the City has caused this Lease to be executed in its name by its duly
authorized officers and sealed with its corporate seal, and the District has caused this Lease to
be executed in its name by its duly authorized officers, as of the date first above written.
CITY OF SHOREWOOD, MINNESOTA,
as Lessor
By ____________________________________________
Its Mayor
By ____________________________________________
Its City Administrator
EXCELSIOR FIRE DISTRICT,
as Lessee
By ____________________________________________
Its Chair
By ____________________________________________
Its Fire Chief
21
EXHIBIT A
Description of Fire Equipment
Lease Purchase - Appendix B
Inputs
Loan principal amount $425,000.00
Annual interest rate 1.500%
Loan period in years 5
Base year of loan 2012
Base month of loan June
Payments
Cumulative Cumulative Ending
Year Month Payment Principal Interest
Principal Interest Balance
6/15/12 $425,000.00
6/15/13 $88,865.00 $82,490.00 $6,375.00 $82,490.00 $6,375.00 $342,510.00
6/15/14 $88,865.00 $83,727.35 $5,137.65 $166,217.35 $11,512.65 $258,782.65
6/15/15 $88,865.00 $84,983.26 $3,881.74 $251,200.61 $15,394.39 $173,799.39
6/15/16 $88,865.00 $86,250.87 $2,614.13 $337,451.48 $18,008.52 $87,548.52
6/15/17 $88,861.75 $87,548.52 $1,313.23 $425,000.00 $19,321.75 $0.00
MEMORANDUM
Date:
May 24, 2012
To:
Mayor Lizee
Council Members
From:
Bruce DeJong, Finance Director
Re:
April, 2012 Monthly Budget Report
______________________________________________________________
The 2012 General Fund budget is about where we would expect it to be at this point in the year –
actually a little under last years’ total expenses. The only real challenge is to properly code
expenses and time entries for payroll now that we have consolidated departments in both the
Administration and Public Works areas. Total revenues at this point are 26.1% of the non-tax
revenues. Overall expenditures are at 31.4% of budget which about on par with the three year
average of 32.4%.
REVENUES
License and permit revenues are below last year, but last year’s revenues far exceeded
budget. Staff believes the current pace is more reflective of the activity predicted for the
2012 budget.
EXPENDITURES
Administration, General Government, & Elections – The total expenditures are over
budget because salary allocation for April needs to be made to Recreation Programs for
the Park Coordinator. Mr. Heck has also been paid for his accumulated leave time as
specified in his separation agreement.
Finance – Salary allocations will be transferred out to utility operations for estimated
time spent in each department. Materials and supplies are at budget because the annual
support agreement for the financial software has already been made.
Municipal Buildings – The insurance costs always come at the beginning of the year and
they take up a large percentage of the budget. Some payments have also been miscoded
into the Materials & Supplies category which will be moved to Support & Services.
Police and Fire are on budget.
Public Works - over because more wages have been coded to this department based on
actual time spent. Staff will continue to analyze this as part of the consolidation strategy
implemented for the 2012 budget where most smaller maintenance budgets have been
consolidated into the general Public Works budget.
Snow and Ice – Lack of snow this spring will keep this under budget.
Please contact me or Mr. Brown if you have any questions.
Attachment: April Monthly Budget Spreadsheet
Monthly Budget Report
April 30, 2012
YTDYTD2012% of 2012ExpectedVariance
2011AprilAdoptedAnnual% of 2012(Negative)
Year to Date OverviewActual2012BudgetBudgetBudgetor Positive
REVENUE
Property Taxes - - 4,763,3190.0%0.0%
Licenses and Permits 42,615 38,277 109,20035.1%22.0%
Intergovernmental - - 70,4010.0%47.2%
Charges for Service 23,688 26,873 35,07576.6%48.6%
Fines and Forfeitures - 14,482 54,50026.6%19.6%
Miscellaneous 4,056 17,657 63,90027.6%16.1%
Transfers from other funds - - 40,0000.0%0.0%
TOTAL 70,359 97,289 5,136,395
1.9%$2,038.01
EXPENDITURES
Department
Council
Personnel 6,997 5,598 16,80033.3%32.4%
Materials and Supplies 362 81 3,0002.7%87.0%
Support and Services 17,114 11,128 86,31512.9%22.4%
Transfers 13,600
Total 24,473 16,807 119,71514.0%$10,572.11
Administration
Personnel 123,392 149,328 319,47546.7%37.0%
Materials and Supplies 5,797 7,134 24,09529.6%6.6%
Support and Services 9,911 7,383 39,93518.5%14.7%
Capital Outlay - - -21.8%
Total 139,100 163,845 383,50542.7%($38,157.19)
Finance
Personnel 51,299 57,006 128,41644.4%31.0%
Materials and Supplies 6,967 7,182 7,30098.4%79.0%
Support and Services 1,918 632 9,1506.9%13.2%
Capital Outlay - - - 0.0%
Total 60,184 64,820 144,86644.7%($18,002.90)
Professional Services
61,575 69,885 199,32035.1%39.7%$9,318.12
Planning and Zoning
Personnel 54,320 64,928 170,66638.0%31.4%
Materials and Supplies 144 - 6550.0%94.7%
Support and Services 4,024 2,105 9,41222.4%43.5%
Capital Outlay - - - 31.6%
Total 58,488 67,033 180,73337.1%($8,750.84)
Municipal Building - City Hall
Materials and Supplies 19,864 20,541 16,500124.5%30.8%
Support and Services 91,315 113,522 157,75072.0%70.0%
Capital Outlay 1,039 351 -1.8%
Transfers - - 102,2000.0%0.0%
Total 112,218 134,414 276,45048.6%($18,900.95)
Police
Materials and Supplies - - -0.0%
Support Services 332,146 329,689 989,08533.3%33.7%
Capital (Public Safety Bldg) 115,034 112,566 225,13250.0%49.9%
Total 447,180 442,255 1,214,21736.4%$3,375.89
Fire
Support Services 168,565 165,993 332,80549.9%50.5%
Capital (Public Safety Bldg) 135,349 138,953 277,90650.0%48.8%
Total 303,914 304,946 610,71149.9%($1,448.33)
Inspections
Personnel 35,485 41,369 118,04935.0%32.5%
Materials and Supplies 154 - 2000.0%2.3%
Support and Services 124 542 5,4509.9%19.8%
Total 35,763 41,911 123,69933.9%($2,444.80)
City Engineer
Personnel 32,022 28,633 90,87231.5%33.7%
Materials and Supplies 4 104 20052.0%25.9%
Support and Services 380 5,348 11,96044.7%12.4%
Total 32,406 34,085 103,03233.1%($1,959.50)
Public Works Service
Personnel 129,060 127,646 418,63330.5%34.4%
Materials and Supplies 33,626 31,930 172,57518.5%31.2%
Support and Services 30,654 26,435 134,43919.7%35.8%
Transfers - - 750,0000.0%
Total 193,340 186,011 1,475,64712.6%$59,913.03
Snow and Ice
Personnel 37,431 14,887 55,02427.1%53.7%
Materials and Supplies 14,210 10,247 45,11722.7%34.6%
Total 51,641 25,134 100,14125.1%$20,024.88
Parks Maintenance
Personnel 48,702 35,406 100,98835.1%34.8%
Materials and Supplies 4,538 9,482 18,30051.8%28.6%
Support and Services 30,724 10,450 26,50039.4%42.5%
Transfers - - -0.0%
Total 83,964 55,338 145,78838.0%($3,680.28)
Recreation Programs
Personnel 15,092 68,35622.1%33.3%
Materials and Supplies 364 1,50024.3%20.0%
Support and Services 4,715 34,15013.8%20.0%
Transfers - 42,0000.0%0.0%
Total - 20,171 146,00613.8%$9,744.33
Unallocated 65,659 12,738 -0.0%
Total Expenditures 5,223,830
1,669,905 1,639,39331.4%($10,450)
Net Revenue less Expenditures (87,435)
(1,599,546) (1,542,104)
Note: The balanced budget includes the use of $87,435 of fund balance in Transfers in the Revenue section.