RESOLUTION 2014-060

APPROVAL OF 2014 HARLEY-DAVIDSON FLHTP LEASE – POLICE DEPARTMENT

BE IT RESOLVED, by the City Council of Stillwater, MN that the lease agreement between St. Croix Harley-Davidson, Inc. and the City of Stillwater, for a 2014 Harley-Davidson, FLHTP Police Motorcycle for the Stillwater Police Department, as on file with the City Clerk, is hereby approved. BE IT FURTHER RESOLVED, that the Stillwater City Council authorizes the Mayor and City Clerk to sign the lease. Adopted by the City Council of the City of Stillwater this 15th day of April 2014.

Ken Harycki, Mayor ATTEST: Diane F. Ward, City Clerk

2014 HARLEY-DAVIDSON FLHTP LEASE

THIS AGREEMENT is made and entered into this 1st day of April, 2014 by and between St. Croix Harley-Davidson, Inc., a Wisconsin corporation (hereinafter the "Lessor") and the City of Stillwater a Minnesota municipal corporation (hereinafter the "Lessee"), for the purpose oflending to the Lessee Harley-Davidson Motorcycles.

RECITALS

WHEREAS, this Agreement is entered into by the City of Stillwater under the authority ofMinn. Stat. §§412.211 and 412.221.

WHEREAS, the City of Stillwater is desirous of leasing motorcycles for the Stillwater Police Departments use in patrol and law enforcement duties and the Lessor or desirous of leasing certain motorcycles to the City of Stillwater for a reasonable cost.

WHEREAS, it is in the best interest of the City of Stillwater and its residents for it to lease the motorcycles from the Lessor under the terms and condition of this Agreement.

NOW, THEREFORE, based on the foregoing, the Parties hereto agree as follows:

1. Equipment. 2014 Harley-Davidson FLHTP Police Motorcycle, BLACK, VIN 1HD1FMM14EB640798 (hereinafter the "Motorcycles").

2. Agreement Terms. This Agreement shall be effective as ofthe date of execution for a period of twelve (12) months. Motorcycles leased under this Agreement are to be used for police and related activities only. No more than one person shall be on a Motorcycle leased under this Agreement and the person operating the Motorcycle shall be authorized by law and Stillwater Police Department policy to operate the Motorcycle.

3. Payment Period. Lessee shall pay one yearly lease payment of One Dollar ($1 .00) per Motorcycle. Payment does not include the cost of optional or additional equipment not otherwise included in the specifications of the Motorcycles leased hereunder as set forth in Paragraph 1 above, full maintenance or insurance costs.

4. Insurance. At its own expense, the Lessee shall carry casualty insurance, public liability insurance and property damage insurance sufficient to protect the full value of the Motorcycles, and to protect the Lessor from liability in all events. The Lessee shall carry workman's compensation insurance covering all of its employees working on or about the Motorcycles. Upon request, Lessee shall furnish to Lessor certificates or other satisfactory evidence of all insurance coverage described above as required terms and conditions of the Agreement.

5. Hold Harmless Indemnification Between Parties. The Lessee hereby agrees to protect, defend, indemnify and hold harmless the Lessors up to the limits of the municipal immunity as provided by state statute from and against any and all losses, penalties, damages, settlements, costs, charges or other expenses or liabilities arising out of the negligence of the Lessee or its employees in the use or operation of the Motorcycles leased hereunder, but not for and loss, claim, damage, action or the like arising out of negligence acts of the Lessor. Nothing in this Agreement shall be construed to waive any rights, privileges, immunities, or tort damage limitations available to the City under federal or state law, in the event any person or party brings claim against the City as a result of the use or operation of a Motorcycle leased under this Agreement.

6. Liens. The Lessee shall not directly or indirectly create, incur, assume, or suffer to exist and mortgage, pledge, lien, charge, encumbrance or claims on or with respect to the Motorcycles, except with respective rights of the Lessor as herein provided. Lessee shall promptly, at its own expense, take such action as charge, encumbrance or claim not expected above if the same shall arise at any time due to Lessee's action or inaction.

7. Terms and Fees. The Lessee shall pay all appropriate taxes or fees , or similar charges imposed by virtue of the Lessee's ownership, possession or use of the Motorcycles during the term of this Agreement.

8. Care and Use of Equipment. The Lessor agrees to maintain the Motorcycles pursuant to the manufacturer ' s standard and preventive maintenance procedures and recommendations. All repairs and maintenance shall be made at St. Croix Harley-Davidson, Inc. , 2060 Highway 65, New Richmond, Wisconsin 54017. The Lessee, at its own cost and expense, shall ensure delivery of the Motorcycles to the above address at regular maintenance intervals set up by Lessor in accordance with the service schedule as provided in the owner's manual. The Lessee shall protect the Motorcycles from deterioration other than normal wear and tear. The Lessee shall use the Motorcycles for police related activities only, without abuse, and shall not make modifications, alterations or additions to the Motorcycles (other than normal operation accessories or controls) without the written consent of the Lessor, which shall not be umeasonably withheld. The Lessor shall have the right, after notifying the Lessee, and during regular business hours to enter upon the premises where the Motorcycles are located in order to inspect, observe or otherwise protect the Lessor's interest, and the Lessee shall afford them the reasonable opportunity to do so.

9. Damage or Deterioration of Motorcycles. In the event the Motorcycles are partially damaged or destroyed due to the negligent action of the Lessee or its employees prior to the end of the term of this Agreement, the Lessee will promptly have the Motorcycles repaired and restored to the~r original condition and working order at their expense. In the case of theft or total loss of any of the Motorcycles, the replacement value of each Motorcycle shall be Seventeen Thousand Nine Hundred and Ninety Five and No/100 Dollars ($17,995.00).

10. Rider Responsibility and Privileges. The Lessee shall be responsible for keeping the Motorcycles clean and for reporting and repairs needed to the Lessor. The Lessee may allow riders to use the Motorcycles to travel to and from work, provided that the Motorcycles are fully insured by the Lessee and that the distance to and from work is no more than thirty (30) miles each way.

11. Events of Default and Remedies. Lessee shall be deemed to be in default of this Agreement upon the happening of any of the following events of default:

(A) Lessee fails to make payment of the lease or other payments required hereunder; or

(B) Lessee fails to comply with any other term, covenant, or condition contained herein.

Upon the occurrence of any event of default as specified above, should Lessee fail to remedy such event or default with all reasonable dispatch within a period of thirty (30) days, Lessor shall have the right, after written notice to the Lessee, to pursue any of the following remedies:

(1) Repossession ofthe Motorcycles, including the right to sell or lease the Motorcycle for the account of the Lessee, and hold Lessee liable for all payments up to the effective date of such sale or lease. Lessor may hold Lessee liable for the difference of payments, which would be due under the Agreement and the amount received by the Lessor for the sale or lease of the Motorcycles upon default.

(2) Any action at law or in equity may appear necessary to collect the payments then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Lessee under the Agreement. Lessor shall be deemed to be in default under this Agreement upon failure to comply with term, covenant or condition herein.

LESSEE: City of Stillwater, a Minnesota Municipal Corporation

By: Date: Its:

LESSOR: ST. CROIX HARLEY-DAVIDSON, INC., a Wisconsin corporation

By: Stefanie Simacek Date: Its: Finance Manager