CR2008-097 Fire Truck Lease Purchase AgreementOctober 21, 2408
City Council Report 2008-097
FIRE TRUCK LEASE PURCHASE AGREEMENT
Proposed Action
Staff recommends adoption of the following: Move to approve Resolution 2008-059 Approving and
Authorizing the execution of a gpvernmental lease-purchase agreement and supplements thereto
and related documents and certificates.
Approval of this resolution authorized the city to enter into a lease purchase agreement in the amount
of $425,000 to finance a portion of the recently pruchased fire truck which totaled $874,559.75,
Overview
Pursuant to the Equipment Replacement Plan (ERP} the City purchased a new arerial ladder fire
truck that we took delivery of on October 10, 2008. The 2008 ERP included plans to purchase an
aerial ladder fire truck at an estimated cost of $900,000 using $450,000 of ERP funds on hand and
financing $450,000 through a 15-year lease purchase arrangement. The lease payments are part of
the ERP cash flow as shown in the 2009-2013 ERP document,
In working with our financial institution and the end purchaser of the lease purchase paper we have
been offered a 10-year lease at 4.880% interest. Since the truck came in under budget we are
proposing to borrow $425,000 instead of $450,000. Shortening the lease term while increasing total
annual payments saves on interest costs. The cash flow for the ERP was revised to reflect the new
payment schedule and does have a slight negative impact in the years beginning in 2013, however
staff feels that can be addressed in future ERPs as we review planned purchases and the fee
structure.
Staff is recommending the acceptance of a 10-year lease purchase schedule due to the low interest
rate offered that is not availalbe on a 15-year lease. The interest rate on 15-year paper was in the
mid to high 5% range due to current economic and market conditions that favors short-term paper.
Primary Issues
• Available funds in ERP Fund
Interest rate on lease-purchase arrangement
Term of lease purchase agreement
Supporting Information
• Resolution 2008-059
• ERP Cash Flow Statement
• Lease purchase agreement
• Payment schedule
• City Attorney's Legal Opinion
,;
C, ~~~:i~j1~--- ~~~~1.~-~1.
Christine M. Harkess, CPA, CGFM
Finance Director
Financial Impact: $ 542,165 (P&I) Budgeted: YIN -Yes Source: ERP Charges
Related Documents (CIP, ERP, etc.): ERP Notes:
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
CITY COUNCIL RESOLUTION NO. 2008-059
Member
introduced the following resolution and moved its adoption:
RESOLUTION APPROVING AND AUTHORIZING
THE EXECUTION OF A GOVERNMENTAL LEASE-PURCHASE
AGREEMENT AND SUPPLEMENTS TIIERETO
AND RELATED DOCUMENTS AND CERTIFICATES
BE IT RESOLVED by the City Council of the City of Hopkins, State of Minnesota, as follows:
l.) The Governmental Lease-Purchase Agreement (the "Agreement") and the Supplement(s) and
Exhibits(s) thereto (collectively the "Agreement") are hereby approved and the Supplement and Exhibits thereto
are hereby approved substantially in the form presented to this Council and on file in the office of the Clerk.
2.) The Mayor and City Manager of the City are hereby authorized to execute the Agreements and any
related documents thereto on behalf of the City, and to execute such other certificates and documents as maybe
necessary and appropriate to effectuate the transactions contemplated by the Agreements and said related
documents. The Agreements and the related documents may contain such necessary and appropriate variations,
omissions and insertions as the Mayor and City Manager shall determine to be necessary, and the execution
thereof by the Mayor and City Manager shall be conclusive evidence of such determination and its approval by
the Board.
3.) Lessee reasonably anticipates that it will not issue tax-exempt obligations (not including "private activity
bonds" as defined in Section 141 of the Internal Revenue Code of 1986, as amended) in an aggregate amount in
excess of $10 million during the calendar year in which the Lease commences. The lease is designated as a
qualified tax-exempt obligation for purposes of Section 265(b)(c) of the Internal Revenue Code of 1986, as
amended, relating to deductibility of interest by financial institutions,
The motion for the adoption of the foregoing resolution was duly seconded by Member
and upon roll call vote the following voted in favor thereof
and the following voted against the same:
ADOPTED this 21~` day of October, 2008,
Eugene J. Maxwell, Mayor
ATTEST:
Terry Obermaier, City Clerk
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
I, the undersigned, being the fully qualified and acting Clerk of City of Hopkins, State of Minnesota, do
hereby certify that I have carefully compared the attached and foregoing extract of minutes of a meeting of the
Board held on the 21~` day of October , 2008, with the original thereof on file in my office, and the same is a
full, true and complete transcript insofar as the same relates to the adoption of a resolution approving and
authorizing the execution of a governmental lease-purchase agreement and supplements thereto and related
documents and certificates.
WITNESS MY HAND officially as such Clerk this day of
October , 2008.
Terry Obermaier, City Clerk
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6'
GOVERNMENTAL LEASE-PURCHASE
AGREEMENT
Name and Address of Lessee: Lessor:
City of Hopkins Wells Fargo Brokerage Services, LLC
1010 First Street South Northstar East Building,10th Floor
Hopkins, Minnesota 55343 MAC, N9303-105
608 Second Avenue South
Minneapolis, MN 55479
1. LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property
described in the Supplement attached to this Lease and hereby made a part hereof (collectively the "Lease") upon the terms
and conditions set forth in this Lease (such property together with all replacements, repairs and additions incorporated
therein or affixed thereto being referred to herein as "Equipment" ). The execution by Lessee of this Lease shall evidence a
determination by the Lessee that the Equipment is essential to its proper, efficient and economic operation, that Lessee
desires to enter into this Lease for the acquisition of that Equipment under the terms hereof, that the Equipment is necessary
for the governmental functions of Lessee, and that Lessor is neither the manufachlrer nor a dealer or merchant of said
Equipment, but has agreed to provide the funding for and on behalf of Lessee for the acquisition of said Equipment under the
terms hereof at the specific request of Lessee.
2. DELIVERY AND ACCEPTANCE. Lessee will evidence its acceptance of the Equipment by executing and delivering to
Lessor a Delivery and Acceptance Certificate (herein so called) in the form to be provided by Lessor.
~. TERM. The term of this Lease shall begin the date the Equipment is accepted by Lessee (the '`Acceptance Date'') and shall
continue unless earlier terninated as provided herein. The Acceptance Date shall be recorded on the Supplement.
4. RENT. Lessee shall pay as rent for the full term of this Lease the amount shown in the Supplement as Total Rent, and a
portion of each rent payment is paid as, and represents the payment of interest, and Exhibit "A" attached to the Supplement
sets forth the interest component of each rent payment during the term. The Total Rent shall be payable in installments each
in the amount of the basic rental payment set fo~-fh in Exhibit A to the Supplement plus any applicable sales and use tax
thereon.
Except as provided in Section 5, the obligation of Lessee to make rent payments or any other payments required hereunder
shall be absolute and unconditional in all events. Notwithstanding any dispute between Lessee and Lessor or any other
person, Lessee shall make all rent payments and other payments required hereunder when due and shall not withhold any
rent payment or other payment pending final resolution of such dispute nor shall Lessee assert any right of set-off or
counterclaim against its obligation to make such rent payments or other payments required under this Lease. Lessee's
obligation to make rent payments or other payments during the Lease term shall not be abated through accident or unforeseen
circumstances. However, nothing herein shall be construed to release Lessor from the performance of its obligations
hereunder; and if Lessor should fail to perform any such obligation, Lessee may institute such legal action against Lessor as
Lessee may deem necessary to compel the perforn~ance of such obligation or to recover damages therefor.
Lessee reasonably believes that funds can be obtained sufficient to make all rent payments during the term of the Lease and
hereby covenants that the ofticer of Lessee responsible for budget preparatio^ shall request the required appropriation for
cacti fiscal year during the term of this Lease from the governing body of Lessee and exhaust all available administrative
reviews and appeals in the event such portion of the budget is not approved.
5. NON-APPROPRIATION OF FUNDS. lf, notwithstanding the making in good faith of a request to the govenling body of
Lessee for funds to pay its obligations hereunder for any ensuing fiscal year in accordance with appropriate procedures and
Section 4 hereof, such governing body does not appropriate funds to be paid to Lessor for the Equipment, Lessee may, upon
prior written notice to Lessor effective 60 days after the giving of such notice or upon the exhaustion of the funding
authorized for the then current fiscal year, whichever is later, return the Equipment to Lessor at Lessee's expense and
thereupon be released of its obligation to make all rental payments to Lessor due after the close of the fiscal year for which
funds were appropriated, provided: (i) the Equipment is returned to Lessor freight prepaid and insured to any location in the
continental United States designated by Lessor in the same condition as when first delivered to Lessee, reasonable wear and
tear resulting solely from authorized use thereof excepted, (ii) the foregoing notice states the failure of the governing body to
appropriate the necessary funds as reason for cancellation, and (iii) the notice is accompanied by payment of all amounts then
due to Lessor under this Lease. In the event Lessee ret<-rns the Equipment pursuant to the teniis of this Section 5, Lessor
shall retain all sums paid hereunder by Lessee.
6. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants and, so long as this Lease is in
effect or any part of Lessee's obligations to Lessor remain unfulfilled, shall continue to represent and warrant, that:
(a) Lessee is a state, a possession of the United States, the District of Columbia, or a political subdivision of any of
the foregoing. [f Lessee is inco-porated, it is duly organized and existing lender the constitution and laws of its jurisdiction of
incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in
full force and effect.
(b} Lessee has been duly authorized by the constitution and laws of the applicable jurisdiction and by a resolution of
its governing body (which resolution, if requested by Lessor, is attached hereto) to execute and deliver this Lease and to
carry out its obligations hereunder.
(c) All requirements have been met, and procedures have occurred in order to ensw~e the enforceability of this
Lease, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions
contemplated by this Lease.
(d) The Equipment will be used by Lessee only for the purpose of performing one or more governmental or
proprietary functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or
business of any person or entity other than Lessee.
(e) Lessee has funds available and properly appropriated to pay rent lentil the end of its cun~ent appropriation period.
Lessee has never terminated, or threatened to terminate, a lease-purchase or similar agreement for failure of its governing
body to appropriate funds sufticient to perform its obligations thereunder for any tscal year.
(fl This Lease constihrtes a valid, legal and binding obligation of Lessee enforceable against Lessee in accordance
with the terms hereof.
(g) Lessee will take no action that would cause the interest portion of the rent payments to become includible in
gross income of the recipient for federal income tax purposes under the [eternal Revenue Code of 1986 (the Code) and
Treasury Regulations promulgated thereunder (the Regulations), and Lessee will take and will cause its officers, employees
and agents to take all aftu~mative actions legally within its power necessary to ensure that the interest portion of the rent
payments does not become includible in gross income of the recipient for federal income tax purposes under the Code and
Regulations.
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims
any reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH
RESPECT TO TIIE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANl'
WARRANTY OF h~ERCf~IANTABILITY AND OF h[TNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY
FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABIL[TY TO USE THE
EQUIPMENT. Lessee agrees to make rental and other payments required hereunder without regard to the condition of the
Equipment and to look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item
of Equipment for any reason be defective. So long as no Event of Default has occur7~ed and is continuing, Lessor agrees, to
the extent they are assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor,
8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessor; provided,
however, that upon payment by Lessee of the Total Rent or the exercise by Lessee of its prepayment option with respect to
the Equipment and the fulfillment by Lessee of all of its other obligations hereunder, title shall immediately vest in Lessee.
Lessee at its expense shall protect and defend the title and keep the Equipment free of all claims and liens other than the
rights of Lessee and Lessor hereunder. The Equipment shall remain personal property regardless of its attachment to realty,
and Lessee agrees to take such action at its expense as may be necessary to prevent any third party from acquiring any
interest in the Equipment as a result of its attachment to realty.
9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations
hereunder, Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,
attachments, repairs, replacements and modifications thereto or therefor, including all after-acquired equipment of Lessee,
and on any proceeds therefrom. Lessor is hereby authorized to file financing statements to perfect such security interest in
accordance with the Uniform Commercial Code. Lessee agrees to execute or deliver such additional documents, including,
without limitation, financing statements, opinions of counsel, notices and similar instruments, in form satisfactory to Lessor,
which Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the
confirmation or perfection of this Lease and Lessor's rights hereunder.
10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however,
any taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file at its expense all tax
returns relating to taxes for which Lessee is responsible herewlder which Lessee is permitted to file under the laws of the
applicable taxing jurisdiction.
11. LESSEE NEGLIGENCE. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or
damage to the 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 Lessee or of third parties, and whether such property damage be to Lessee's property
or the property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents.
Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages,
penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed
0~1, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suitor proceeding based in whole
or in part upon the negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law.
12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
encumber or permit a lien arising tlu~ough Lesscc to exist on or against any interest in this Lease or the Equipment or remove
the Equipment from its location referred to above. Lessor may assign its interest in this Lease and sell or grant a security
interest in all or any part of the Equipment without Lessee's consent. Lessee hereby appoints Lessor as Lessee's agent for
purposes of maintaining a written record of all such assignments.
13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for which it is intended. Lessee will
maintain the Equipment in good repair, condition and working order and will furnish all parts and services required
therefore, all at its expense. All such parts when furnished shall immediately become part of the Equipment for all pwposes
hereof.
15. LOSS OR DAMAGE. ]n the event any item of Equipment shall become lost, stolen, destroyed, damaged beyond repair
or rendered permanently unfit for use for any reason, or in the event of condemnation or seizure of any item of Equipment,
Lessee shall promptly pay Lessor (a) the amount of all rent and other amounts payable by Lessee hereunder with respect to
such item due but unpaid at the date of such payment plus (b) the amount stated in the Supplement or Exhibit A thereto as
the Termination Balance. Upon payment of such amount to Lessor, such item shall become the property of Lessee, Lessor
will transfer to Lessee, without recourse or warranty, all of Lessor's right, title and interest therein, the rent with respect to
such item shall terminate, and the basic rental payments on the remaining items shall be reduced accordingly. Lessee shall
pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be credited to
Lessee's obligation under this Section and Lessee shall be entitled to any surplus.
16. 11vSURANCE. Lessee shall obtain and maintain on or with respect to the Equipment at its own expense (a) liability
insurance against liability for bodily injury and property damage with a minimum limit of S500,000 combined single limit
and (b) physical damage insurance insuring against loss or damage to the Equipment in an amount not less than the full
replacement value of the Equipment or the amount stated in the Supplement or an exhibit thereto as the Termination Balance
whichever is greater. Lessee shall furnish Lessor with certificate of insurance evidencing the issuance of a policy or policies
to Lessee in at least the minimum amounts required herein, naming Lessor as an additional insured thereunder for the
liability coverage and as loss payee for the property damage coverage. Each such policy shall be in such form and with such
insurers as may be satisfactory to Lessor, and shall contain a clause requiring the insurer to give to Lessor at least 10 days
prior written notice of any alteration in the terms of such policy or the cancellation thereof, and a clause specifying that no
action or misrepresentation by Lessee shall invalidate such policy. Lessor shall be under no duty to ascertain the existence of
or to examine any such policy or to advise Lessee in the event any such policy shall not comply with the requirement thereof.
17. RETURN OF "I~HE EQUIPMENT. Upon the termination of this Lease pursuant to Section 5 or Section 21 hereof, Lessee
will immediately deliver the Equipment to Lessor in the same condition as when delivered to Lessee, ordinary wear and tear
excepted, at such location within the continental United States as Lessor shall designate. Lessee shall pay all transportation
and other expenses relating to such delivery.
18. ADDITIONAL ACTION. Lessee will promptly execute and deliver to Lessor such fi-rther documents and take such
further action as Lessor may request in order to more effectively carry out the intent and purpose of this Lease. Lessee shall
fi-rnish Lessor, within seven (7) days of availability, a copy of Lessee's audited financial statements. In the event that Lessee
dots not regularly obtain audited financial statements, Lessee shall provide to Lessor, within seven (7) days of availability,
copies of Lessee's annual balance sheet and income statement.
19. LATE CHARGES. If any installment of basic rent is not paid when due or within 5 days thereafter, Lessor may impose a
late charge of up to 5% of the amount of the installment but in any event not more than permitted by applicable law. Rent
payments thereafter received shall be applied first to delinquent installments and then to current installments.
20. DEFAULT. Each of the following events shall constitute an °Event of Default" hereunder: (a) Lessee shall fail to pay
when due any installment on basic rent; (b) Lessee shall fail to observe or perform any other agreement to be obse-ved or
performed by Lessee hereunder and the continuance thereof for 10 calendar days following written notice thereof by Lessor
to Lessee; (c) any war~anty, representation or statement made or furnished to Lessor by or ou behalf of Lessec proves to have
been false or misleading in any material respect; or (d) Lessee shall voluntarily lilt, or have tiled against it involuntarily, a
petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal or state bankruptcy code or any
other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of
it or all of a substantial part of its assets.
? 1. REMEDIES. Whenever any event of default refe-red to in Section 20 hereof shall have happened and be continuing with
respect to the Equipment, Lessor shall have the right, at its option and without any further demand or notice, to take one or
any combination of the following remedial steps:
(a} Lessor, with or without terminating this Lease may declare all rent payments due or to become due
during the fiscal year in effect Gvhen the default occurs to be immediately due and payable by Lessee, whereupon
such rent payments shall be immediately due and payable.
(b) Lessor, with or without terminating this Lease, may repossess the Equipment by giving Lessee written
notice to deliver the Equipment to Lessor, whereupon Lessee shall do so in the manner provided in Section 17; or in
the event Lessee fails to do so within 10 days after receipt of such notice, Lessor may enter upon Lessee's premises
where the Equipment is kept and take possession of the Equipment and charge Lessee for costs incu-red in
respossessing the Equipment, including reasonable attorleys' fees. Lessee hereby expressly waives any damages
occasioned by such repossession. If the Equipment or any portion of it has been destroyed or damaged beyond
repair, Lessee shall pay the applicable Termination Balance of the Equipment, as set forth in the Supplement or
Exhibit A thereto (less credit for proceeds of insurance remaining after subtraction of Lessor's costs with respect to
the collection thereof), to Lessor. Notwithstanding the fact that Lessor has taken possession of the Equipment,
Lessee shall continue to be responsible for the rent payments due during the fiscal year then in effect. if this Lease
has not been terminated, Lessor shall return the Equipment to Lessee at Lessee's expense when the event of default
is cured.
(c) If Lessor terminates this Lease and takes possession of the Equipment, Lessor shall within 30 days
thereafter use its best efforts to sell the Equipment or any portion thereof in a commercially reasonable manner at
public or private sale in accordance with applicable state laws. Lessor shall apply the proceeds of such sale to pay
the following items in the following order: (i) all costs incun~ed in securing possession of the Equipment; (ii) all
expenses incur~ed in completing the sale; (iii} the applicable Ternination Balance of the Equipment; and (iv) the
balance of any rent payments owed by Lessee during the fiscal year then in effect. Any sale proceeds remaining
after the requirements of clauses (i), (ii), (iii) and (iv) have been met may be retained by Lessee.
(d) If the proceeds of sale of the Equipment are not sufficient to pay the balance of any rent payments
owed by Lessee during the fiscal year then in effect, Lessor may take any other remedy available at law or in equity
to require Lessee to perform any of its obligations herewlder.
22. NOTICES. Any written notice hereunder to Lessee shall be deemed to have been given when delivered personally or
deposited in the United States mails, postage prepaid, addressed to Lessee at its address set forth above or at such other
address as may be last known to Lessor.
23. PREPAYMENT. This Lease may be prepaid in whole, but not in part, and on any regular payment date with 45 days
written notice to Lessor, upon payment of all rent payments then due, plus the amount set forth as Termination Value on the
Supplement or any exhibit thereto,
24. SURVIVAL. Lessee's obligations under Section 10 shall survive termination of this Lease.
25. MISCELLANEOUS. Any provision of this Lease which is unenforceable in any jurisdiction shall, as to jurisdiction, be
ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Lease, and any such
unenforceability in any jurisdiction shall not render unenforceable such provision in any other jurisdiction. This Lease shall
in all respects be governed by, and construed in accordance with, the substantive laws of the state in which the Lessee is
located.
Dated: October 23, 2008
Lessee: City of Hopkins
Hopkins. Minnesota
By
Lessor: Wells Fargo Brokerage Services, LLC
By:
Mary Webster
its: Mayor Its: Assistant Vice President
Fire truck City of Hopkins, MN Exhibit A
Costs Funded Payment Rate
$425,000.00 4.88% 20 Payments
2 per year Level Payment
$27,108.25 Closing Fees
$0.00 Average Life
5.65 years
4.880% Rate Fctr=.063784 67.8 months
Commencement: Oct 23, 2008
Closin Date: Oct 23, 2008
Pmt
Total Payment
Due
Interest
Payment Due
Principal
Payment Due After Payment
Principal
Balance After Payment
Termination
Value
Payment Due
Date
$0.00 $0.00 $425,000.00 Oct 23, 2008
1 527,108.25 $10,370.00 $16,738.25 $408,261.75 $417,279.23 Apr 23, 2009
2 $27,108.25 $9,961,59 $17,146.67 $391,115.08 $399,351.12 Oct 23, 2009
3 $27,108.25 $9,543.21 $17,565.05 $373,550.03 $381,028.59 Apr 23, 2010
4 $27,108.25 $9,114.62 517,993.63 $355,556.40 5362,302.97 Oct 23, 2010
5 $27,108.25 $8,675.58 $18,432.68 $337,123.72 $343,165.38 Apr 23, 2011
6 $27,108.25 58,225.82 $18,882.43 $318,241.29 $323,606.77 Oct 23, 2011
7 $27,108.25 $7,765.09 $19,343.17 $298,898.12 $303,617.86 Apr 23, 2012
8 $27,108.25 X7,293.11 $19,815.14 $279,082.98 $283,189.20 Oct 23, 2012
9 $27,108.25 $6,809.62 $20,298.63 $258,784.35 $262,311.11 Apr 23, 2013
10 $27,108.25 $6,314.34 $20,793.92 $237,990.44 $240,973.70 Oct 23, 2013
11 $27,108.25 $5,806.97 $21,301.29 $216,689.15 $219,166.87 Apr 23, 2014
12 $27,108.25 $5,287.22 $21,821,04 $194,868.11 $196,880.29 Oct 23, 2014
13 $27,108.25 $4,754.78 $22,353.47 $172,514.64 $174,103.40 Apr 23, 2015
14 $27,108.25 $4,209.36 $22,898,90 $149,615.75 $150,825.42 Oct 23, 2015
15 $27,108,25 $3,650.62 $23,457.63 $126,158.12 $127,035.32 Apr 23, 2016
16 $27,108.25 $3,078.26 $24,030.00 $102,128.12 $102,721.85 Oct 23, 2016
17 $27,108.25 $2,491.93 $24,616.33 $77,511.79 $77,873.48 Apr 23, 2017
18 527,108.25 $1,891.29 $25,216.97 $52,294.83 $52,478.44 Oct 23, 2017
19 $27,108.25 $1,275.99 $25,832.26 $26,462.57 $26,524.71 Apr 23, 2018
20 $27,108.25 $645.69 $26,462.57 $0.00 $1.00 Oct 23, 2018
Bv:
Its: Mayor
Date: October 21, 2008
Bv:
Its: City Manager
Date: October 21, 2008
STEINER &CURTISS, P.A.
ATTORNEYS AT LAW
400 WELLS FARGO BANK BUILDING
101 I FIRST STREET SOUTH
HOPKINS, MN SS343
JEREMY S, STEINER~
WYNN CURTISS
JASON T. HUTCHISON
Real Property Law Specialist, certified
by the Minnesota State Bar Association
October 23, 2008
Wells Fargo Brokerage Services, LLC
Public Finance Division
Northstar East Building, 10th Floor
MAC: N9303-105
608 Second Avenue South
Minneapolis, Minnesota 55479
Ladies and Gentlemen:
(952)938-7635
FAX (952) 938-7670
As counsel far the City of Hopkins ("Lessee"), we have examined the Governmental Lease-
Purchase Agreement dated October 23, 2008 and Supplement dated October 23, 2008 (the "Lease")
between the Lessee and Wells Fargo Brokerage Services, LLC ("Lessor"), and such other documents,
instruments and records as we have considered relevant for purposes of this opinion. Based upon such
examination, and such research and investigation as we deemed necessary, we are of the opinion that:
1) Lessee is a political subdivision or agency of the State of Minnesota, duly organized and existing
under the laws of such state.
2) Lessee is authorized and has power under applicable law to enter into the Lease, and to carry out its
obligations thereunder and the transactions contemplated thereby.
3) The Lease has been duly authorized, approved, executed and delivered by and on behalf of Lessee,
and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the
extent limited by state and federal laws affecting remedies and by bankruptcy, reorganization or
other laws of general application relating to or affecting the enforcement of creditors' rights.
4) The authorization, approval and execution of the Lease and all other proceedings of Lessee relating
to the transactions contemplated thereby have been performed in accordance with all applicable
open meeting, public bidding and al] other laws, rules and regulations of the State.
HopCiviUWellsFargoOpinionLtr-FireTruck
Wells Fargo Brokerage Services, LLC
October 23, 2008
Page 2
5} The execution of the Lease and the appropriation of moneys to pay the rent payments coming due
thereunder do not res~llt in the violation of any constitutional, statutory or other limitation relating
to the manner, form or amount of indebtedness which maybe incurred by Lessee.
6) To our knowledge, there is no litigation, action, suit or proceeding pending or before any court,
administrative agency, arbitrator or governmental body, that challenges the organization or
existence of Lessee; the authority of Lessee or its officers or its employees to enter into the Lease;
the proper authorization, approval and/or execution of the Lease, Exhibits thereto and other
documents contemplated thereby; the appropriation of moneys to make rent payments under the
Lease for the current fiscal year of Lessee; or the ability of Lessee otherwise to perform its
obligations under the Lease and the transactions contemplated thereby.
7) Resolution No. of the governing body of Lessee, was duly and validly adopted by such
gove>ning body on , 2008, and such resolution has not been amended or repealed
and remains in full force and effect.
The foregoing opinions are subject to the qualification that we express no opinion with respect to:
(a) the priority, or perfection of any lien, assignment, pledge, security interest or other lien or interest
granted to you pursuant to the Lease or related documents in and to the Equipment, as such term is
defined in the Lease; or
(b) what action you may take or fail to take after the date hereof that may constitute "lender liability,"
as that term is commonly used in the industry, and thereby affect or impair (a) the validity or
enforceability of the Lease or related documents, or (b) the validity or perfected status of the
security interests or liens granted thereby, or (e) the rights and remedies of the parties thereunder;
or
(c} the validity or enforceability of any indemnification provision contained in the Lease or related
documents to the extent such provision is determined to be against public policy; or
(d) the validity or enforceability of any of the provisions of the Lease or related documents that purport
to give you any right to possess or use all ar any of the Equipment, except to the extent such use or
possession constitutes repossession of the Equipment as permitted by the Minnesota Uniform
Commercial Code (the "UCC"} or possession of the Equipment as necessary to perfect the security
interest granted to you pursuant to the Lease or related documents or any right to enter any
properties of Lessee, all of which rights maybe subject to and limited by applicable law; or
(e} the truth, accuracy, or completeness of any of the representations, warranties, or other statements of
Lessee contained in the Lease or related documents or any exhibit or schedule attached thereto, in
each case except for those matters as to which an opinion is expressly rendered herein; or
HopCivillWellsFargoOpinionl,tr-FireTruck
Wells Fargo Brokerage Services, LLC
October 23, 2008
Page 3
(~ the validity or enforceability of {a} any power of attorney granted to you in the Lease or related
documents, or (b) any document or instrument deemed executed or delivered by Lessee pursuant
thereto to the extent such power of attorney grants to you rights tivhich contradict or violate
Minnesota la~v or any other applicable state law; or
(g} The availability of certain of the self-help remedies provided in the Lease or related documents
which are not necessarily enforceable in the Courts of the State of Minnesota.
(h} The ~mavailability or unenforceability of those provisions of the Lease or related documents
providing for the waiver of certain defenses, the waiver of stay and extension laws and other
exemption and redemption rights, or the waiver of other rights an the part of Lessee to the extent
that a Minnesota Court might find any waiver of the same to be invalid by reason of being against
public policy or otherwise inapplicable to Lessee.
(i} The possible unenforceability, or the imposition of limitations on the enforceability, under
applicable Minnesota Statutes of those provisions in the Lease or related documents ~vhich permit
acceleration of the maturity of the indebtedness evidenced by the Lease or if a Minnesota Courtin
which proceedings for enforcement of such provisions is brought concludes that strict enforcement
of such provisions would be unreasonable or unconscionable under the then existing circumstances.
{j) The possible unenforceability of those provisions in the Lease or related documents, if any,
releasing, exculpating or exempting a party firom, or requiring indemnification of a party for,
liability for its own action or inaction, to the extent the action or inaction involves gross negligence,
recklessness, willful or unlawful conduct.
(k) No opinion is expressed with regard to the truthfulness or accuracy of any report, plan, document,
statement or other matter furnished to you by or on behalf of the Lessee.
This letter is solely for the benefit of you and may not be relied upon by any other person or entity
without our prior written approval. The opinions and representations inthis letter are limited to the matters
set forth in this letter. We do not undertake to advise you of any changes in the opinions expressed in this
letter that may result from occurrences after the date of this letter.
Very truly yours,
STEINER & CURTISS, P.A.
HopCivilllWellsFargoOpinionLtr-FireTruck